/raid1/www/Hosts/bankrupt/TCR_Public/220407.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, April 7, 2022, Vol. 26, No. 96
Headlines
67 BROADWAY: Seeks Chapter 11 Bankruptcy Protection
85 FLATBUSH: Plan Disclosures Inadequate, Debtors say
AAIM CARE: Gets Interim Cash Collateral Access Thru May 31
ABRAXAS PETROLEUM: Incurs $44.6 Million Net Loss in 2021
ADAMIS PHARMACEUTICALS: Incurs $45.8 Million Net Loss in 2021
ADVANTAGE MANAGEMENT: Case Summary & Largest Unsecured Creditors
AE SOLUTIONS: Files Emergency Bid to Use Cash Collateral
AIR CANADA: Fitch Alters Outlook on 'B+' LongTerm IDR to Negative
AIRPORT VAN RENTAL: Wins Cash Collateral Access Thru Sept 30
ALASKA AIR: Fitch Affirms 'BB+' LT IDR, Outlook Remains Negative
ALCO CONSTRUCTION: Selling Edward County Ranch to Lopez for $1.25M
ALIERA COMPANIES: Committee Taps Greenberg Traurig as Legal Counsel
ALLIANCE RESOURCE: Fitch Withdraws Ratings for Commercial Reasons
ASPIRA WOMEN'S: Incurs $31.7 Million Net Loss in 2021
AVERY ASPHALT: Seeks Cash Collateral Access Thru May 31
BARQUQ: Voluntary Chapter 11 Case Summary
BIOSTAGE INC: Incurs $8 Million Net Loss in 2021
BLACK RAIN CITY CAPITAL: Ends In Chapter 11 Bankruptcy Filing
BLT RESTAURANT: Cash Collateral Access, $100,000 DIP Loan OK'd
BLUE DOLPHIN: Incurs $12.8 Million Net Loss in 2021
BLUE STAR: Incurs $2.6 Million Net Loss in 2021
BOULDER BOTANICAL: Sets Bid Procedures for Substantially All Assets
BOULDER BOTANICALS: Wins Cash Collateral Access Thru April 23
BRIGHT MOUNTAIN: Delays Filing of 2021 Annual Report
BRIGHT MOUNTAIN: Incurs $2.9 Million Net Loss in Third Quarter
BRIGHT MOUNTAIN: To Get Additional $500K Under Amended Loan Pact
BSPV-PLANO: Wins Cash Collateral Access Thru April 15
BURFORD CAPITAL: Moody's Rates New Senior Unsecured Notes 'Ba2'
CAREVIEW COMMUNICATIONS: Incurs $10.1 Million Net Loss in 2021
CEDAR FAIR: S&P Upgrades ICR to 'B+', Outlook Positive
CELESTE GROUP: Scott Cohort Buying Washington DC Property for $1.5M
CHARLES L. DUFF: 9th Cir. Affirms Dismissal of Suit vs NewRez
CITY BREWING: Moody's Lowers CFR & Senior Secured Debt to B2
CLAREHOUSE LIVING: Seeks Cash Collateral Access
CLINIGENCE HOLDINGS: Incurs $13.7 Million Net Loss in 2021
COMMUNITY VISION: Wins Access to IRS Cash Collateral
CONNACHT CORPORATION: Unsecureds Will Get 8% of Claims in 3 Years
COUNTS FARMS: Proposes Online Auction of Assets Thru Shane Albright
CTI BIOPHARMA: Incurs $97.9 Million Net Loss in 2021
DALEX DEVELOPMENT: May 3 Disclosure Statement Hearing Set
DCIJ BEE HIVE: Wins Cash Collateral Access
DELCATH SYSTEMS: Incurs $25.6 Million Net Loss in 2021
DEMZA MASONRY: Unsecured Creditors to Split $111K in Plan
DI-CHEM AND QUALITY: ChemStation Buying 2 Toyota Forklifts for $20K
DIGITAL MEDIA: S&P Alters Outlook to Negative, Affirms 'B' ICR
DON KOJIMA: River Rock Buying Newport Coast Property for $10.65MM
DTI HOLDCO: S&P Raises ICR to 'B-' on Refinancing, Outlook Stable
EDUCATIONAL TECHNICAL: Selling Interest in Personal Property
ELITE HOME: Wins Cash Collateral Access, DIP Loan
ENDEAVOR GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR
ENOVATIONAL CORP: Exits 97F SF Meridican Lease After Filing Ch.11
ENOVATIONAL CORP: Wins Cash Collateral Access Thru April 21
FILIPINOFLASH LLC: Case Summary & One Unsecured Creditor
FIRST STEP TRADEMARKS: Unsecureds Will Get 20% of Claims in 3 Years
FORESIGHT ACQUISITIONS: Wins Cash Collateral Access Thru July 31
GEO PARENT: Moody's Affirms B2 Corp. Family Rating, Outlook Stable
GIRARDI & KEESE: Edelson PC Proposes to Pay Millions to Victims
GLOBAL INFRASTRUCTURE: Moody's Rates New $300MM Unsec. Notes 'B1'
GUARDION HEALTH: Incurs $24.8 Million Net Loss in 2021
GWG HOLDINGS: Stocks Dip as It Preps for Bankruptcy Filing
HEALTHIER CHOICES: Incurs $4 Million Net Loss in 2021
HERITAGE RAIL: Trustee Selling SLRG 518 to Patterson for $10K
HERTZ GLOBAL: S&P Raises Unsecured Debt Rating to 'B+'
HESS MIDSTREAM: Fitch Assigns 'BB+' Rating to New Unsecured Notes
HESS MIDSTREAM: S&P Rates New $400MM Unsecured Debt Issuance 'BB+'
HILCORP ENERGY: S&P Upgrades ICR to 'BB+' on Debt Paydown
HLMC TITLE: Seeks Cash Collateral Access
HOLLIDAY ROAD: Files for Chapter 11 Bankruptcy Protection
HOUSTON AMERICAN: Incurs $1 Million Net Loss in 2021
INTELLIPHARMACEUTICS: Incurs $5.1M Net Loss in FY Ended Nov. 30
INTERPACE BIOSCIENCES: Incurs $14.9 Million Net Loss in 2021
ION GEOPHYSICAL: Debt Forbearance Extended Until April 10, 2022
J.F. GRIFFIN: Wins Cash Collateral Access Thru June 3
JARED ALLEN WATTS: Selling 2015 GMC Yukon Truck for at Least $40K
JARED ALLEN WATTS: Selling Freightliner Coronado Trucks for $127K
JARED ALLEN WATTS: Selling Wilson Step Deck Trailers for $25K Each
JULIO A. GARCIA: Peegan Offers $1.425M for Chicago Commercial Asset
JUST ENERGY: Seeks Canadian Ruling on Texas Electric Price Suit
K.R. CALVERT: Wins Cash Collateral Access Thru May 31
KDR SUPPLY: Case Summary & 20 Largest Unsecured Creditors
KISMET ROCK: Seeks to Hire Upstate CPAs as Accountant
LANAI LAND: Wins Cash Collateral Access Thru July 21
LIMETREE BAY: Will Solicit Bankruptcy Liquidation Plan Votes
LONG CANYON: Voluntary Chapter 11 Case Summary
LTL MANAGEMENT: Cancer Claimant Seeks Appointment to Talc Panel
M&M NYC REALITY: Seeks Chapter 11 Bankruptcy Protection
MAPLE LEAF: Gets Court Nod to Use Cash Collateral Thru June 30
MASSOOD DANESH PAJOOH: Continental Buying Duplex Tract for $2.75MM
MEDIA DDS: Seeks Cash Collateral Access Thru Sept 30
MIDWEST-ST. LOUIS: May 9 Plan Confirmation Hearing Set
MOBIQUITY TECHNOLOGIES: Incurs $35 Million Net Loss in 2021
MOUNTAIN PROVINCE: Swings to C$276.2 Million Net Income in 2021
NANO MAGIC: Incurs $1.6 Million Net Loss in 2021
NERAM GROUP: Files Emergency Bid to Use Cash Collateral
OMNIQ CORP: Incurs $13.1 Million Net Loss in 2021
OSCAR ACQUISITIONCO: Moody's Assigns First Time 'B2' CFR
OSCAR ACQUISITIONCO: S&P Assigns 'B' ICR on Acquisition by KPS
OUTSIDE CAPITAL: Wins Cash Collateral Access Thru May 5
PANACEA LIFE: Incurs $4.8 Million Net Loss in 2021
QUORUM HEALTH: Names Chris Harrison as New CFO
RABBI YITZHAK JOEL MILLER: Selling Banner Elk Property for $1.36M
RAINBOW LAND: Nevada DOT Buying Lincoln County Parcel for $9.35K
REMARK HOLDINGS: Swings to $27.5 Million Net Income in 2021
RESURGE LLC: Unsecureds Will Get 5% of Claims in 36 Months
RICARDO RUIZ-GUIZAR: Lone Star Buying San Antonio Asset for $845K
RUBY PIPELINE LLC: Noteholders Preview Chapter 11 Case Dispute
RUSSELL SAGE COLLEGE: Moody's Raises Issuer Rating to B3
SEALED AIR: S&P Rates $425MM Senior Unsecured Notes 'BB+'
SERVICE LOGIC: $100MM Term Loan Add-on No Impact on Moody's B3 CFR
SKY INN OPERATION: U.S. Trustee Unable to Appoint Committee
SONEV CONSTRUCTION: Wins Cash Collateral Access, $2MM DIP Loan
SPENGLER PLUMBING: Tiger Buying Substantially All Assets for $320K
SPI ENERGY: Incurs $44.8 Million Net Loss in 2021
TIMBER PHARMACEUTICALS: Incurs $10.6 Million Net Loss in 2021
TONARCH 1: Wins Cash Collateral Access Thru April 26
TOWN & COUNTRY: Trustee Selling Portage Asset to Peerless for $9M
TRINITY GUARDION: Wins Cash Collateral Access Thru April 30
TWIN LEGACY: Voluntary Chapter 11 Case Summary
U.S. STEM CELL: Incurs $3.3 Million Net Loss in 2021
VOLUNTEER ENERGY: Law Firm of Russell Represents Utility Companies
WILMA & FRIEDA'S: Seeks to Hire Jennifer Liu as Accountant
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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67 BROADWAY: Seeks Chapter 11 Bankruptcy Protection
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67 Broadway Realty LLC, a Single Asset Real Estate, filed for
Chapter 11 bankruptcy protection in New Jersey.
According to court filing, 67 Broadway Realty LLC estimates between
1 and 49 unsecured creditors. The petition states that funds are
available to unsecured creditors.
The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated to
be held on May 11, 2022, at 10:00 AM at Telephonic. Proofs of
claim are due by June 13, 2022.
About 67 Broadway Realty
67 Broadway Realty LLC is a single asset real estate (as defined in
11 U.S.C. Sec. 101(51B)). 67 Broadway Realty LLC sought Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 22-12713) on April 4,
2022. In the petition filed by Sandra Jaquez, as managing member,
the Debtor estimated assets and liabilities between $1 million and
$10 million. The case is assigned to Honorable Judge Vincent F.
Papalia. David L. Stevens, of Scura, Wigfield, Heyer & Stevens, is
the Debtor's counsel.
85 FLATBUSH: Plan Disclosures Inadequate, Debtors say
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85 Flatbush RHO Mezz LLC, 85 Flatbush RHO Hotel LLC and 85 Flatbush
RHO Residential LLC ("Residential" and with Mezz and Hotel,
"Debtors") file this objection to TH Holdco LLC's Motion to Approve
(I) the Adequacy of Information in the Disclosure Statement, (II)
Solicitation and Notice Procedures, (III) Forms of Ballots, and
(IV) Certain Dates with Respect Thereto and respectfully
represent:
The Debtors point out that the Disclosure Statement does not
contain adequate information because it fails to:
(a) disclose any information with respect to the post
confirmation auction and sale process for the Property;
(b) disclose any information on the marketing of the Property in
advance of the post-confirmation auction and sale of the Property;
(c) provide information related to TH's purported claim for
post-petition interest, attorney's fees and costs and pre-payment
fees other than to note: "To be provided at Disclosure Statement
Hearing";
(d) disclose if it intends to confirm the Mezz component of the
Plan;
(e) disclose how TH is entitled to credit bid for the Property
in the amount of "at least $85 million";
(f) disclose how TH came to acquire the senior loan from 85
Flatbush Avenue 1, LLC;
(g) disclose why any post-petition agreement entered into by the
Debtors is(i) outside of the ordinary course of their approval; and
(ii) why they would be void or voidable under §549 of the
Bankruptcy Code;
(h) disclose why TH Holdco is entitled to pre-petition and
post-petition interest, costs and fees in connection with its
treatment under the Plan in the event the Hotel Property and/or
Residential Property is sold to a party other than TH Holdco;
(i) disclose why the New York City secured tax claims in Classes
4 and 5 are impaired and not being paid in full;
(j) disclose any estimate of the amount of the Plan Fund which
is the source of payment to all classes of creditors under the TH
Holdco Plan. The Plan Fund is defined as: "the aggregate of: (1)
the Sale Proceeds, which shall be allocable to the Hotel Property
and/or the Residential Property as set forth in the Purchase
Agreement; (2) the TH Holdco Additional Consideration; and (3) the
Debtors' available Cash which shall be utilized to make payments to
creditors in accordance with the terms of the Plan.";
(k) disclose why the Plan satisfies the Best Interests Test when
TH acknowledges the "continuing adverse impact on the hospitality
industry as a whole" which implicates the value of the Hotel
Property and Residential Property, and TH's intentions with respect
to the Debtors' future operations while the Debtors' Plan provides
for guaranteed rental income from the DHS Lease;
(l) demonstrate feasibility of the Plan, particularly the amount
TH would fund for payment of Chapter 11 Administrative Expenses,
and Priority Claims and0 its financial wherewithal to fund any such
amounts;
(m) disclose a current appraised value of the Hotel Property and
Residential Property; and
(n) address the issues related to the intercreditor agreement
between TH Holdco and 85 Flatbush Mezz as raised by the recently
filed adversary proceeding filed by Mezz against TH Holdco.
Attorneys for the Debtor and Debtor:
Fred B. Ringel, Esq.
Lori Schwartz, Esq.
Clement Yee, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK P.C.
875 Third Avenue
New York, New York 10022
About 85 Flatbush RHO Mezz
85 Flatbush RHO Mezz LLC is the 100% owner of 85 Flatbush RHO Hotel
LLC and 85 Flatbush RHO Residential LLC. RHO Hotel and RHO
Residential collectively own the property located at 85 Flatbush
Extension, Brooklyn, N.Y.
The property is a 132,641-square-foot, 12-story, mixed use property
consisting of a 174-room boutique hotel on the first six floors
known as the Tillary Hotel Brooklyn, a 58,652-square-foot 64-unit
luxury multi-family building and a 5,642-square-foot parking
garage. The residential component of the property has nine studios,
26 one-bedroom units and 29 two-bedroom units.
85 Flatbush RHO Mezz and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-23280) on Dec. 18, 2020. In its petition, 85 Flatbush RHO Mezz
disclosed between $50 million and $100 million in both assets and
liabilities.
Judge Robert D. Drain oversees the cases.
Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck P.C., is the Debtor's legal counsel.
AAIM CARE: Gets Interim Cash Collateral Access Thru May 31
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The U.S. Bankruptcy Court for the District of Oregon authorized
AAIM Care, LLC to use cash collateral on an interim basis in
accordance with the budget, with a 10% variance.
The Debtor requires the use of the cash collateral of JP Morgan
Chase Bank N.A. to continue its ordinary course business
operations, and avoid immediate and irreparable harm to its
bankruptcy estate.
As adequate protection, JP Morgan will be granted valid,
enforceable, fully perfected, and unavoidable replacement lien on
all of Debtor's assets or interests in assets acquired on or after
the Petition Date. The Replacement Lien will have the same scope,
validity, perfection, relative priority and enforceability as to
the Creditor's pre-Petition Date security interests in the
collateral.
In the event the Debtor requires the use of cash collateral in
excess of the amounts allowed in the Debtor's Budget, in the event
of an emergency, it is authorized to use those funds, up to $5,000,
to solve any immediate, ongoing hazards or concerns without consent
from the Creditor. If an emergency condition arises that will
create the need to use more than $5,000 of cash collateral, counsel
for the Debtor will immediately contact counsel for the Creditor
to request authorization to use additional amounts, and consent
shall not be unreasonably withheld.
The Debtor's authority to use cash collateral pursuant to the terms
of the Order will continue until the earlier of May 31, 2022, or a
default upon the terms of the Order and failure to cure by the
Debtor, the conversion of the case to a case under Chapter 7, the
appointment of a trustee other than under Subchapter V of the
Title, the dismissal of the case, order of the court, or the entry
of an Order Confirming Plan.
The Debtor is directed to continue maintaining business errors and
omissions operating insurance, and casualty insurance in the
amounts currently in place to protect the assets and make monthly
adequate protection payments.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3K85AeE from PacerMonitor.com.
The Debtor projects $152,719 in average total monthly expenses.
About AAIM Care, LLC
AAIM Care, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Or. Case No. 22-30228-thp11) on February
14, 2022. In the petition signed by Sanjeev Jain, member, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Teresa H. Pearson oversees the case.
Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C.
is the Debtor's counsel.
ABRAXAS PETROLEUM: Incurs $44.6 Million Net Loss in 2021
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Abraxas Petroleum Corporation filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $44.57 million on $78.86 million of total revenue for the
year ended Dec. 31, 2021, compared to a net loss of $184.52 million
on $43.04 million of total revenue for the year ended Dec. 31,
2020.
As of Dec. 31, 2021, the Company had $130.48 million in total
assets, $247.06 million in total liabilities, and $116.59 million
in total stockholders' deficit.
Operating activities for the year ended Dec. 31, 2021 provided
$32.4 million in cash compared to $16.0 million in 2020. The
increase was primarily due to lower net loss due to higher
commodity prices and production volumes. Investing activities used
$0.5 million in 2021 primarily for the development of the Company's
existing properties. Cash expenditures for the year ended Dec. 31,
2021 included a decrease of $2.2 million in the future site
restoration account related to properties sold, and proceeds from
sales on non-oil and gas and oil and gas properties of $0.9 million
and an increase in accounts payable related to capital expenditures
of $0.05 million resulting in accrual based capital expenditures
incurred during the period of $1.3 million.
Operating activities for the year ended Dec. 31, 2020 provided
$16.0 million in cash. The reduction from 2019 was primarily due
to lower net income due to lower commodity prices and lower
production volumes. Investing activities used $12.6 million in
2020, primarily for the development of the Company's existing
properties. Cash expenditures for the year ended Dec. 31, 2020
included a decrease in the accounts payable balance related to
capital expenditures of $7.2 million, resulting in accrual based
capital expenditures incurred during the period of $5.4 million.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/867665/000143774922007770/axas20211231_10k.htm
About Abraxas
San Antonio, TX-based Abraxas Petroleum Corporation --
www.abraxaspetroleum.com -- is an independent energy company
primarily engaged in the acquisition, exploration, development and
production of oil and gas.
San Antonio, Texas-based ADKF, P.C., the Company's auditor since
2020, issued a "going concern" qualification in its report dated
May 6, 2021, citing that the Company has not satisfied certain
covenants under its first lien credit facility as of Dec. 31, 2020
which represents an event of default. Additionally, the company
does not anticipate maintaining compliance with all of its credit
facilities over the next twelve months. These matters raise
substantial doubt about the Company's ability to continue as a
"going concern."
ADAMIS PHARMACEUTICALS: Incurs $45.8 Million Net Loss in 2021
-------------------------------------------------------------
Adamis Pharmaceuticals Corporation filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss applicable to common stock of $45.83 million on $2.21 million
of revenue for the year ended Dec. 31, 2021, compared to a net loss
applicable to common stock of $49.39 million on $2.78 million of
revenue for the year ended Dec. 31, 2020.
"We managed to achieve all of our internal objectives for 2021,"
stated Dennis J. Carlo, Ph.D., president and chief executive
officer of Adamis Pharmaceuticals. "Included among them, we began
enrolling patients in a Phase 2/3 clinical trial evaluating Tempol
as a treatment of COVID-19, resubmitted our NDA for ZIMHI and
subsequently received FDA approval."
As of Dec. 31, 2021, the Company had $38.30 million in total
assets, $12.42 million in total liabilities, and $25.88 million in
total stockholders' equity.
Cash and equivalents as of Dec. 31, 2021, totaled approximately
$23.2 million. In 2022, the Company expects to receive additional
proceeds resulting from amounts payable to Adamis pursuant to the
sale of certain of the USC assets to Fagron and from the
disposition of the remaining USC assets which includes the land,
the building, the machinery and the equipment.
San Diego, California-based BDO USA, LLP, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated March 31, 2022, 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.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/887247/000138713122004483/admp-10k_123121.htm
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.
ADVANTAGE MANAGEMENT: Case Summary & Largest Unsecured Creditors
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Four affiliates that concurrently filed voluntary petitions under
Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Advantage Management Beaver Dam, LLC 22-21438
DBA Prairie Ridge Assisted Living
212 E. Industrial Dr
Beaver Dam, WI 53916
Advantage Management Waupun, LLC 22-21439
DBA Prairie Ridge Assisted Living
819 Wilcox St
Waupun, WI 53963
BDW Holdings Beaver Dam, LLC 22-21441
DBA Prairie Ridge Assisted Living
212 E. Industrial Dr.
Beaver Dam, WI 53916
BDW Holdings Waupun, LLC 22-21443
DBA Prairie Ridge Assisted Living
819 Wilcox St.
Waupun, WI 53963
Business Description: Management Beaver Dam operates a healthcare
facility located in Beaver Dam, Wisconsin,
that provides assistant living, residences
and limited medical services to the elderly
persons, including those suffering from
advanced dementia and Alzheimer's disease.
It leases the facility from Beaver Dam
Holdings. Management Waupun and Waupun
Holdings provide the same services and lease
structure as Management Beaver Dam and
Beaver Dam Holdings.
Chapter 11 Petition Date: April 4, 2022
Court: United States Bankruptcy Court
Eastern District of Wisconsin
Judge: Hon. Beth E. Hanan
Debtors' Counsel: Evan P. Schmit, Esq.
Jerome R. Kerkman, Esq.
KERKMAN & DUNN
839 N. Jefferson St., Ste. 400
Milwaukee, WI 53202-3744
Tel: 414-277-8200
Email: eschmit@kerkmandunn.com
Advantage Management Beaver's
Estimated Assets: $50,000 to $100,000
Advantage Management Beaver's
Estimated Liabilities: $1 million to $10 million
Advantage Management Waupun's
Estimated Assets: $50,000 to $100,000
Advantage Management Waupun's
Estimated Liabilities: $1 million to $10 million
BDW Holdings Beaver Dam's
Estimated Assets: $1 million to $10 million
BDW Holdings Beaver Dam's
Estimated Liabilities: $1 million to $10 million
BDW Holdings Waupun's
Estimated Assets: $1 million to $10 million
BDW Holdings Waupun's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by David Elsenga, chief restructuring
officer.
Copies of the Debtors' list of largest unsecured creditors are
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/OV47KCI/Advantage_Management_Beaver_Dam__wiebke-22-21438__0003.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/K2YQTKQ/Advantage_Management_Waupun_LLC__wiebke-22-21439__0004.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ELWWWWQ/BDW_Holdings_Beaver_Dam_LLC__wiebke-22-21441__0003.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/I2BL2LA/BDW_Holdings_Waupun_LLC__wiebke-22-21443__0003.0.pdf?mcid=tGE4TAMA
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OMBPSRI/Advantage_Management_Beaver_Dam__wiebke-22-21438__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KUHVNSQ/Advantage_Management_Waupun_LLC__wiebke-22-21439__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EDEG6LQ/BDW_Holdings_Beaver_Dam_LLC__wiebke-22-21441__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ISC5Z4A/BDW_Holdings_Waupun_LLC__wiebke-22-21443__0001.0.pdf?mcid=tGE4TAMA
AE SOLUTIONS: Files Emergency Bid to Use Cash Collateral
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AE Solutions, LLC asks the U.S. Bankruptcy Court for the District
of Arizona for authority to use cash collateral and provide
adequate protection.
The Debtor contends it needs to continue operating and maintaining
the business in order to preserve its value. Specifically, the
Debtor needs to use the revenue generated from business operations
to maintain its value and relationships with suppliers to continue
day-to-day operations. The Debtor proposes to use income generated
by its business in accordance with the Budget with a 20% variance.
As is reflected in the Budget, the Debtor operates profitably. The
Debtor had a secured creditor that terminated its contract without
explanation and accelerated its terms. The Debtor does not have the
resources to immediately pay off its secured creditors, but it can
make payments over time and will be able to pay its secured
creditors over time.
During the past two years since the COVID-19 pandemic started, the
Debtor was able to push through as a business, keep its doors open,
and stay operational -- but this did not come without consequences
to its daily operations. The Debtor's manager, William A. Clifton,
noticed almost immediately that new employees were rare to find. If
he did find ones willing to work, most were untrained and required
more pay per hour. This slowed the Debtor's production in the field
by almost 40% and increased the cost of labor by about the same.
Clifton also noticed that during the COVID-19 pandemic, immediate
supply chain issues, which delayed the delivery of materials in a
timely manner, as well as overall costs, increased. Along with
this, he saw customers were taking a longer time to pay, which
resulted in the Debtor using a material finance company, due to its
vendors "NET 30 DAY" payment terms. The material finance company
had "NET 120 DAY" payment terms, which helped the Debtor with its
cash flow during this time but it came at a very stiff price.
Over the past year, the Debtor was in contract with four large
projects. When material prices skyrocketed due to inflation on
commodity prices, the Debtor was hit with an expense crunch. This
cost the Debtor over two million dollars in material cost increases
in an eight-month period. This, combined with the labor increases
and longer installation times, put the Debtor upside down on
several projects.
At this point, while the Debtor was trying to keep its head above
water, the material finance company decided to terminate the
Debtor's contract and contact all of the Debtor's customers asking
about money owed to the Debtor by its customers. At this time, the
Debtor had no past due invoices owed to the material finance
company. This then caused the Debtor's customers to slow down their
payments to the Debtor, which slowed the Debtor's cash flow used to
pay its vendors and payroll.
The material finance company then pulled back approved money that
was already paid to one of the Debtor's largest material suppliers,
causing them to lien most of the Debtor's projects and stopping the
Debtor’s cash flow all together. This pushed the Debtor further
behind in paying vendors and covering overhead. The material
finance company then repaid money they pulled back from one of the
vendors but not the other. The second vendor that was not paid back
then stopped shipping the material to three projects for the
Debtor's largest customer putting more strain on the relationship
and cash flow.
The Debtor's estimates and pricing is provided by its vendors. The
pricing is reflective of the commodities pricing, which governs the
costs. Between March and May of 2020, during the beginning stages
of the COVID-19 pandemic, the Debtor provided estimates to many of
its projects using the commodity pricing that was available on hand
at that time. The pricing at the time was very competitive and was
subject to review and approval by the client, based on historical
data and comparisons with various other contractors. Once the
pricing is accepted and contracts are signed, the Debtor is locked
into the contract price with its client and must move forward with
the funds that have been allocated for that project. Once the
contracts were signed, between February and April 2021, work was to
begin on the new projects as soon as the existing projects at the
time were closed out.
The entities that have current UCC Financing Statements filed
against the Debtor are:
-- Wesco Distribution, Inc.,
-- BlackRiver Business Capital,
-- SGSF Master Purchasing DE, LLC,
-- CT Corporation System, as Representative,
-- Outsource, LLC, and
-- OneSource Distributors, LLC
The Debtor asserts the obligation identified by Wesco Distribution,
Inc. has been paid. As to the remaining Lenders, the Debtor
contends they will be adequately protected as follows:
a. By the Debtor's continuation and preservation of the going
concern value of the business;
b. By the equity cushion in the value of the business;
c. By the replacement lien in the Debtor's assets;
d. Finally, by making adequate protection payments as set
forth in the Budget and as will be negotiated once the Debtor
determines which secured creditor is in first position on the
collateral.
About AE Solutions, LLC
AE Solutions, LLC is a full-service, Service Disabled Veteran-Owned
Small Business (SDVOSB) certified construction firm that offers
construction and project management, and general contracting of
electrical, civil, structural, and renewable energy projects for
government and private commercial clients throughout the nation.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 22-01806) on March 25,
2022. In the petition signed by William A. Clifton, manager, the
Debtor disclosed up to $10 million in both assets and liabilities.
D. Lamar Hawkins, Esq., at Guidant Law, PLC, is the Debtor's
counsel.
AIR CANADA: Fitch Alters Outlook on 'B+' LongTerm IDR to Negative
-----------------------------------------------------------------
Fitch Ratings has affirmed Air Canada's long-term Issuer Default
Rating (IDR) at 'B+' and revised the Rating Outlook to Negative
from Stable. The Negative Outlook primarily reflects near-term
concerns around volatile jet fuel prices and the potential for
broader macroeconomic impacts that may delay the recovery in air
travel. Fitch may revise the Outlook back to Stable should the
operating environment stabilize or if near-term results show
evidence of continued positive trends despite higher jet fuel
costs.
Air Canada's 'B+' rating is supported by its solid liquidity
balance, which Fitch believes will provide a material amount of
downside protection. The rating is also supported by rebounding
traffic in Canada. Fitch expects that a normalizing environment
around COVID and reduced border restrictions will lead to a solid
recovery over the peak summer travel season. Air Canada also
retains sufficient financial flexibility from unencumbered assets,
including its loyalty program, to support further capital raises if
needed.
KEY RATING DRIVERS
Material Headwinds from Fuel Costs/Inflation: Fitch expects higher
fuel costs to drive lower margins and cash flows in 2022 compared
to prior expectations. The magnitude of the impact on credit will
depend on how long crude oil prices remain volatile. Fitch expects
the industry to adapt more easily to Brent prices in the $100-$120
range, particularly as pent up demand gives the airlines pricing
power. Historically, Air Canada has benefited from high oil price's
strengthening effect on the Canadian Dollar. However, f/x rates
have been stable since the recent run-up in prices, potentially
showing a de-coupling of the relationship between crude prices and
the Canadian Dollar.
The ability to offset higher costs becomes more of a concern if
crude prices are sustained at or above levels seen in prior peaks,
as higher ticket prices and potential macroeconomic effects reduce
demand. In a scenario in which Brent crude prices rise and remain
materially above $120/barrel, Fitch would anticipate a potential
multi-year lag in airline profit margins returning to pre-pandemic
levels, pressuring credit profiles across the industry.
Recovery Accelerating but Behind U.S.: Fitch expects Canadian
passenger traffic to rebound rapidly in 2022 but remain behind the
U.S. recovery. Stricter COVID protocols put in place by the
Canadian government and a higher dependence on international travel
have caused Air Canada's recovery to lag behind its US
counterparts. However, Canadian COVID travel restrictions began to
ease in the second half of 2021 and as of April 1, 2022 pre-entry
COVID tests will no longer be required for vaccinated travelers.
Fitch expects lowered border restrictions and pent-up demand to
drive summer leisure travel back towards pre-pandemic levels.
Business and long-haul international will likely take longer, but
Fitch expects a material rebound this year as more companies return
to the office and resume in-person meetings. Air Canada plans to
fly 75% of 2019 capacity this year, rising to 95% by 2024.
Improved Ancillary Revenues Aid Recovery: Air Canada has utilized
the downturn to expand its cargo business and build out its loyalty
program which should bolster revenues as traffic recovers. Cargo
has been a bright spot for Air Canada during the pandemic, with
2021 cargo revenues up 109% over 2019 levels. The company now
operates one dedicated 767 freighter and plans to have three more
in service by the end of 2022. Fitch expects cargo to remain a more
important part of Air Canada's revenue stream, moving from the low
single digits prior to the pandemic to the mid to high single
digits as a percent of total revenue going forward.
Loyalty program revenues are also trending positive. Since
purchasing Aeroplan in 2019, Air Canada has announced new
partnerships with TD, CIBC, American Express and Chase for
co-branded credit cards, along with new partnerships with consumer
brands to make the plan more marketable. Air Canada reports that
co-branded credit card performance had fully recovered to 2019
levels in the fourth quarter of 2021. Prior to purchasing Aeroplan
from Aimia, Air Canada did not manage its own loyalty program,
which was sub-optimal. Fitch expects the expanded loyalty program
to be a longer-term credit positive.
Substantial Debt Burden: Air Canada's total debt and lease
liabilities increased by 180% from year-end 2019 to year-end 2021
as the company issued debt to secure liquidity. This equates to
roughly a two turn increase in gross leverage assuming 2019 levels
of EBITDAR. The increase in net debt is more manageable as the
company still holds a substantial cash balance. Nevertheless, Air
Canada's financial structure remains weaker than it was prior to
the pandemic. Fitch expects that the company will pay for upcoming
aircraft deliveries with cash and the total debt burden will
decrease over time. Fitch expects gross leverage to near 4x by YE
2024. Air Canada expects adjusted net debt/EBITDA to approach 1x by
2024, which is modestly ahead of Fitch's estimates.
Modest Near-term Capex Requirements: Air Canada has a relatively
modest aircraft delivery schedule through 2024, translating into
manageable capex and the potential to generate positive FCF. Air
Canada expects capital investments of about $1.5 billion per year
through 2024 as it takes delivery of its remaining 737 MAXs, A220s
and 787s. Air Canada recently announced a new order for 26
A321XLRs, but deliveries aren't scheduled to begin until 2024.
Fitch believes that Air Canada may start generating FCF in 2023,
though the forecast is dependent on recovering demand and fuel
prices.
DERIVATION SUMMARY
Air Canada's 'B+' rating is in line with United Airlines. Air
Canada's financial metrics compare favorably to United's, and its
liquidity position is superior. These factors are partly offset by
Air Canada's smaller size and scale and higher exposure to
international travel. Air Canada is three notches below Delta,
which is a larger, more diversified airline with lower leverage.
KEY ASSUMPTIONS
-- Airline traffic continues to rebound throughout the forecast
with Air Canada's traffic reaching 2019 levels by 2025.
-- Yields are generally strong, reflecting solid demand levels
and rising ticket prices to offset higher fuel costs.
-- Brent crude prices remaining around $100/barrel for the
remainder of 2022 and declining towards $85/barrel through the
forecast.
-- Jet fuel prices are a primary concern at this time due to the
Russia/Ukraine conflict. Stress cases incorporate $150/barrel
Brent through 2023.
-- Capital expenditures are in line with company forecasts.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to an
Outlook stabilization:
-- Increasing evidence of a stabilizing operating environment
including a continued rebound in traffic, and increasing
visibility on the impact of crude oil prices on margins and
cash flow.
-- Demonstrated ability to manage RASM ahead of total CASM
driving EBITDAR margins towards the double digits.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Adjusted debt/EBITDAR trending towards 4.0x;
-- FFO fixed-charge coverage trending towards 2.5x;
-- Neutral to positive sustained FCF.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A slower than expected recovery in air traffic
-- Adjusted debt/EBITDAR sustained above 5.0x;
-- FFO fixed charge coverage sustained below 1.5x;
-- Persistently negative or negligible FCF.
-- Operational driven cash outflows causing total liquidity (cash
plus revolver availability) to fall towards CAD 5 billion.
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
Solid Liquidity: Air Canada ended the year with CAD8.8 billion in
cash and short-term investments and full availability under its
US$600 million revolver and CAD200 million revolver. Liquidity is
up from YE 2020 despite significant operating losses during 2021
primarily due to new debt raised under the company's secured SGR
transaction issued in July 2021.
Fitch considers Air Canada's liquidity balance to be more than
sufficient to cover near-term obligations, particularly as
improving passenger traffic has allowed Air Canada to start
generating positive cash flow from operations. Upcoming debt
maturities are manageable at CAD511 million in 2022 and CAD 660
million in 2023. Fitch expects the company to utilize some of its
existing cash balance to pay for aircraft deliveries allowing debt
balances to decline, albeit slowly, starting in 2022 or 2023.
Recovery Ratings: Fitch's recovery analysis assumes that Air Canada
would be reorganized as a going-concern (GC) in bankruptcy rather
than liquidated. Fitch has assumed a 10% administrative claim. The
GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which the agency bases the
enterprise valuation. Fitch uses a GC EBITDA estimate of $2.1
billion and a 5.5x multiple, generating an estimated GC enterprise
value of $11.55 billion after an estimated 10% in administrative
claims.
Fitch's GC EBITDA assumption for Air Canada is modestly above its
2023 forecast, reflecting a scenario where the company comes under
financial distress because of the pandemic but then resumes more
normalized levels of profitability. The EBITDA estimate is below
2019 and prior results, assuming the company would shrink through
the restructuring process or that forward EBITDA margins may be
impaired due to industry pressures/competition.
ISSUER PROFILE
Air Canada is Canada's largest airline, serving more than 200
destinations with a fleet of 337 aircraft (mainline and regional).
Air Canada maintains major hub operations in Toronto, Montreal and
Vancouver.
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.
AIRPORT VAN RENTAL: Wins Cash Collateral Access Thru Sept 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Airport Van Rental, Inc. and
affiliates to continue using cash collateral on a final basis
through September 30, 2022, in accordance with the budget.
As previously reported by the Troubled Company Reporter, the
lenders that may have an interest in the cash collateral include:
* 1st Source Bank;
* AFC Cal, LLC;
* Hitachi Capital American Corp.;
* Sumitomo Mitsui Finance and Leasing Co. Ltd.;
* United Leasing Co.; and
* The U.S. Small Business Administration.
The Court said each party claiming an interest in cash collateral,
including, without limitation, the tax authorities, is granted a
replacement lien on all of the estate's assets, excluding avoiding
power claims and recoveries, to the extent that the Debtors' use of
such party's cash collateral results in a decrease in the value of
such party's interest in cash collateral.
As additional adequate protection, the Debtors will make a payment
to the SBA in the amount of $2,437.
The Debtors will continue to maintain the segregated
debtor-in-possession account established by the Debtors to cover
circumstances in which a Debtor sells a vehicle but, because of
significant damage to the vehicle, the amount achieved at auction
is substantially less than the Manheim Market Report value of that
type of vehicle (based on its year, make, and mileage) in average
condition. In those circumstances, the Debtors are authorized to
use the funds in the segregated account to pay the Lender the
difference between (a) 95% of the MMR and (b) the net sale price.
Until a Lender's secured claim is satisfied, the Lender will retain
its liens on assets of the estate with the same validity, priority
and extent that such liens had on such assets as of the Petition
Date. Each Lender's interest in cash collateral shall continue
notwithstanding the commingling of its cash collateral with cash
collateral in which another secured creditor asserts an interest or
with any non-cash collateral funds.
A copy of the order is available at https://bit.ly/36Xwur4 from
PacerMonitor.com.
About Airport Van Rental, Inc.
Airport Van Rental -- https://www.airportvanrental.com/ -- is a van
rental company offering short and long-term rentals for road trips,
weekend journeys, moving, and any other group outings. Airport Van
Rental and its affiliates filed their voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case
No. 20-20876) on Dec. 11, 2020. Yazdan Irani, its president and
chief executive officer, signed the petitions.
As of the bankruptcy filing date, Airport Van Rental disclosed
between $10 million and $50 million in both assets and
liabilities.
Judge Sheri Bluebond oversees the case.
The Debtors tapped Danning, Gill, Israel & Krasnoff, LLP as their
bankruptcy counsel, CSA Partners LLC as financial consultant, and
Joel Glaser, APC as litigation counsel. Kevin S. Tierney is the
Debtors' chief reorganization officer.
ALASKA AIR: Fitch Affirms 'BB+' LT IDR, Outlook Remains Negative
----------------------------------------------------------------
Fitch Ratings has affirmed Alaska Air Group, Inc.'s (Alaska)
Long-Term Issuer Default Rating at 'BB+'. The Rating Outlook
remains Negative.
The Negative Outlook is primarily driven by spiking jet fuel prices
and potential knock-on economic effects related to the conflict in
Ukraine. Risks of a prolonged conflict leading to sustained higher
fuel prices and subsequent impacts on demand for travel related to
broader macroeconomic concerns could prolong the time necessary for
Alaska to achieve credit metrics that are supportive of the 'BB+'
rating. The Outlook may be revised to Stable more quickly than for
some of Alaska's competitors depending on the broader macro
environment, reflecting Alaska's relative performance through the
pandemic and healthy balance sheet.
The rating affirmation reflects Alaska's manageable increase in
debt through the course of the pandemic, solid pre-pandemic balance
sheet, and exposure to domestic and leisure travel, which has
rebounded sooner than international and business travel.
KEY RATING DRIVERS
Alaska Outperformed Peers Through Pandemic: Alaska was one of only
a few airlines in Fitch's rated universe that generated positive
EBITDA and cash flow from operations in 2021, excluding the benefit
of government assistance. Aided by its low-cost structure, domestic
network focus and solid market position along the West Coast,
Alaska generated an EBITDA margin of 2.6% in 2021, despite traffic
remaining 31% below 2019 levels. The company's performance allowed
it to materially reduce debt through the year while maintaining a
sizeable liquidity balance. Alaska has a strong track record of
generating above industry average operating margins, which is
supportive of the current rating.
Fuel and Potential Macro Impacts are a Concern: Fitch expects
higher fuel costs to present a headwind in 2022, though Alaska is
less exposed than competitors due to its fuel hedging program.
Alaska hedges up to 50% of its planned fuel consumption 18 months
in advance, making it one of only two major U.S. carriers to hedge
its fuel exposure. While Alaska's near-term risk is limited, the
Russia/Ukraine conflict has increased the risk of a prolonged fuel
spike scenario and subsequent macroeconomic impacts, which may
delay industry recovery prospects. In general, Fitch expects the
industry to adapt to Brent prices in the $100-$120 range,
particularly as pent up demand gives the airlines pricing power.
Crude prices remaining above this range for a longer period would
create greater downside risks.
Traffic Improving: Fitch expects a continued improvement in
passenger traffic in 2022 driven by pent up demand and progress
towards COVID reaching an endemic stage. Fitch's base expectations
are for North American traffic in 2022 to remain 20% below 2019
levels, though that estimate may prove conservative based on
current TSA passenger counts and reports of strong booking activity
for the summer travel season. Traffic recovery for Alaska will be
better than peers due to its domestic focus. Business travel
remains more of an unknown, though with an increasing number of
business returning to the office, Fitch expects a healthy uptick
through the second half of the year.
Improving leverage: Alaska has begun to actively reduce debt
incurred through the pandemic such that at YE 2021, adjusted net
debt was 43% below YE 2019 levels. Alaska's YE total adjusted debt
balance was down by $956 million from a year ago, while cash
balances remain well above pre-pandemic levels. Total adjusted
debt/EBITDAR is expected to approach 2x within the next 1-2 years
assuming a continued traffic recovery and moderating fuel prices.
Fitch's base case assumes that the company utilizes limited debt
financing for upcoming aircraft deliveries, paring its liquidity
balance down over time while re-building its unencumbered asset
base. The company's current liquidity balance and unencumbered
assets, including its untapped loyalty program, provide material
financial flexibility, should the operating environment turn
negative.
Revenue Initiatives are Positive: Fitch views the revenue
initiatives announced at Alaska's recent investor day as being
supportive of solid top line growth through Fitch's forecast
period. Alaska estimates that fleet upgauging, its partnership with
American Airlines and entry into the OneWorld Alliance, and growth
of its loyalty program will contribute $400 million of incremental
revenue over the next several years. Fitch views Alaska's revenue
targets as being achievable. The shift away from smaller A320s to
larger 737 MAXs will allow the company to offer more premium seats,
a move that has a solid track record with other airlines. Alaska
also recently announced a renewed co-branded credit card deal with
Bank of America with improved commercial terms. Fitch
conservatively estimates that top-line revenues will exceed 2019
levels by the mid-single digits by 2023.
Fleet Transition: Alaska's transition back to operating a single
fleet type provides both a material cost tailwind and revenue
upside by increasing the proportion of premium seats on offer.
Alaska plans to return to operating only 737 family aircraft in its
mainline operations and E-175s on regional routes by YE 2023,
retiring the Airbus aircraft acquired in the Virgin America
acquisition and its Q400 fleet. Operating a single fleet type
produces efficiencies in terms of crew training, maintenance and
sparing, while operating new-technology aircraft with a higher
average gauge benefits fuel efficiency. The fleet transition is
expected to provide cost tailwinds in 2023 and 2024, but will come
with near-term pressures from lease-return costs related to the
Airbus aircraft. Capital spending will also be elevated through the
forecast period, which is expected to drive negative FCF at least
through 2024.
DERIVATION SUMMARY
Alaska's 'BB+' rating is in line with Delta Air Lines. Alaska's
financial metrics compare favorably to Delta's, including Alaska's
lower net leverage figures. Alaska is also less exposed to
international and business travel, which remains more heavily
impacted by COVID. These factors are partly offset by Alaska's
size, scale, and regional concentration relative to Delta. Alaska
is three notches below Southwest Airlines, with the difference
driven by scale and by superior financial flexibility for
Southwest.
KEY ASSUMPTIONS
-- Airline traffic continues to rebound throughout the forecast.
Domestic traffic is fully recovered to pre-pandemic levels in
2022.
-- Yields are generally strong, reflecting solid demand levels
and rising ticket prices to offset higher fuel costs.
-- Brent crude prices remaining around $100/barrel for the
remainder of 2022 and declining towards $85/barrel through the
forecast.
-- Jet fuel prices are a primary concern at this time due to the
Russia/Ukraine conflict. Stress cases incorporate materially
higher jet fuel prices through 2023.
-- Capex are in line with company forecasts.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to an
Outlook Stabilization:
-- Increasing evidence of a stabilizing operating environment
including a continued rebound in traffic, and increasing
visibility on the impact of crude oil prices on margins and
cash flow.
-- Demonstrated ability to manage RASM ahead of total CASM
driving EBITDAR margins towards the mid-teens or higher.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Adjusted debt/EBITDAR sustained around or below 2.25x.
-- FFO fixed-charge coverage increasing toward 4.0x.
-- FCF margins sustained in the mid-single digits.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Gross adjusted leverage rising and remaining above 3.5x.
-- FFO fixed-charge coverage towards 3x.
-- Sustained EBIT margins in the single digits.
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
Solid Liquidity: Fitch views Alaska's current liquidity balance as
more than adequate to cover upcoming obligations while providing
downside protection against an adverse turn in the operating
environment. Alaska finished the fourth quarter of 2021 with $3.1
billion of unrestricted cash and marketable securities along with
full availability under $400 million in revolving credit
facilities. This compares to the roughly $1.2 billion-$1.6 billion
in cash that the company operated with prior to the pandemic.
Alaska targets a total liquidity balance of 15%-25% of annual
revenues. Debt maturities over the next several years are
manageable, with $371 million in principal due in 2022 and
declining amounts due through 2025.
ISSUER PROFILE
Alaska Air Group, Inc. (AAG) is the fifth largest air carrier in
the U.S. as measured by revenue. Alaska has a strong market
position on the West Coast, with Seattle representing by far its
largest hub.
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.
ALCO CONSTRUCTION: Selling Edward County Ranch to Lopez for $1.25M
------------------------------------------------------------------
ALCO Construction Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to sell approximately
388.34 acres in Edward County, Texas, generally known as Lots, 16,
17, 18 and 19 of the Highpoint Ranch Subdivision, to Kenneth J.
Lopez for $1.25 million, or the highest bidder, free and clear of
all liens and interests.
The Debtor operates a modular construction and installation
business. Modularity involves constructing sections away from the
building site which is performed by vendors of the Debtor. The
Debtor then transports the modules to the intended site.
Installation of the prefabricated sections is completed by the
Debtor on site. The Debtor is a minority owned business with
governmental contracts to install modules throughout the United
States, primarily on military bases.
The Debtor also owns the Ranch. The Ranch is unimproved and is not
utilized directly in the Debtor's construction business. As such,
selling a portion of the assets as proposed is a good business
decision.
The Debtor estimates the value of the real property to be
approximately $1.25 million. It seeks to sell the property "as is"
to the Proposed Buyer, subject to higher and better offers. Any
comparable offers or competing bid will be considered by the Court
at the hearing for the Motion.
The Debtor believes there will be a capital gain tax consequences
as a result of the sale.
The Property is subject to a security interest held by Richard T.
Holcomb in the amount of $547,438.00. The real property proposed
to be sold is subject to a security interest held by Edwards County
in the amount of $23,409.68. All claims secured by the Ranch will
be satisfied in full from the proceeds of the sale.
The Debtor estimates the following cost to be associated with the
sale: Brokers Commissions (Land & Ranch Realty LLC) - $75,000.
The Debtor estimates the gross proceeds anticipated from the sale
will be $1.175 million. After payment of the closing cost and
secured claims noted above, there will be proceeds available to the
Estate. Such proceeds will be disturbed in accordance to the
Debtor's Chapter 11 Plan of Reorganization, if confirmed.
It is the Debtor's position that a sale in the manner is in the
best interest of the estate and will net the estate the sufficient
proceeds to pay off all creditors in full.
About ALCO Construction Inc.
ALCO Construction Inc., a San Antonio Texas-based company, filed a
petition for Chapter 11 protection (Bankr. W.D. Texas Case No.
21-50953) on Aug. 1, 2021, disclosing up to $1 million in assets
and up to $10 million in liabilities. Judge Michael M. Parker
oversees the case. Villa & White, LLP is the Debtor's legal
counsel.
ALIERA COMPANIES: Committee Taps Greenberg Traurig as Legal Counsel
-------------------------------------------------------------------
The official committee of unsecured creditors of The Aliera
Companies, Inc. and its affiliates seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Greenberg
Traurig, LLP as its legal counsel.
The firm's services include:
a. advising the committee with respect to its rights, duties and
powers in the Debtors' Chapter 11 cases;
b. assisting the committee in its consultations with the Debtors
in connection with the administration of the cases;
c. assisting the committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors, the operation of the Debtors' businesses, the formulation
of a Chapter 11 plan, and other matters relevant to the cases;
d. assisting the committee in analyzing the claims of creditors
and the Debtors' capital structure, and in negotiating with holders
of claims and equity interests;
e. advising the committee on matters generally arising in the
cases, including the obtaining of credit, the sale of assets, and
the rejection or assumption of executory contracts and unexpired
leases;
f. appearing before the bankruptcy court and any other federal,
state or appellate court;
g. preparing legal papers; and
h. performing other necessary legal services for the committee.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Shareholders $650 to $1,700 per hour
Of Counsels $420 to $1,605 per hour
Associates $225 to $965 per hour
Paralegals $150 to $495 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
John Elrod, Esq., a partner at Greenberg Traurig, ,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:
John D. Elrod, Esq.
Greenberg Traurig, LLP
3333 Piedmont Road NE, Suite 2500
Atlanta, GA 30305
Telephone: (678) 553-2259
Facsimile: (678) 553-2269
Email: ElrodJ@gtlaw.com
About Aliera Companies
The Aliera Companies Inc. is focused on providing a full spectrum
of revolutionary options and services to a multitude of industries
that fit every need and budget. The company provides services to
support its subsidiaries which focus on the unique aspects of the
health care industry.
Plaintiffs in a case -- docketed as Hanna Albina and Austin
Willard, individually and on behalf of others similarly situated,
Plaintiffs, v. The Aliera Companies, Inc., Trinity Healthshare,
Inc. and Oneshare Health, LLC Unity Healthshare, LLC, Case No.
20-CV-00496, (E.D. Ky., Dec. 11, 2020) -- filed an involuntary
petition under Chapter 11 of the Bankruptcy Code against Aliera
(Bankr. D. Del. Case No. 21-11548) on Dec. 5, 2021.
Joseph H. Huston, Jr., Esq., of Stevens & Lee, P.C., is the
petitioners and plaintiffs' counsel.
On Dec. 21, 2021, Aliera filed a voluntary Chapter 11 petition
(Bankr. N.D. Ga. Case No. 21-59493), disclosing assets of $1
million to $10 million and liabilities of $500 million to $1
billion. Advevo LLC and three other Aliera affiliates -- Ensurian
Agency LLC, Tactic Edge Solutions LLC and USA Benefits &
Administrators LLC -- also filed voluntary Chapter 11 petitions on
Dec. 21, 2021.
On Jan. 25, 2022, the petitioning creditors obtained an order
granting their motion to transfer the voluntary Chapter 11 cases
to
the Delaware Bankruptcy Court, which has been overseeing the
liquidation of Aliera's affiliated corporation, Trinity
Healthshare, Inc., now known as Sharity Ministries, Inc.
On Feb. 16, 2022, Judge John T. Dorsey of the Delaware Bankruptcy
Court ordered the consolidation of Aliera's voluntary Chapter 11
proceeding with the involuntary case filed by the petitioning
creditors (with Case No. 21-11548 being the surviving case number)
and terminated the company's voluntary proceeding.
Meanwhile, Judge Dorsey ordered the joint administration of the
involuntary proceeding and the four other voluntary cases filed by
the Aliera affiliates, with Case No. 21-11548 as the lead
bankruptcy case.
J. Robert Williamson, Esq., at Scroggins & Williamson, P.C. and
Monzack Mersky and Browder, PA serve as the Debtors' bankruptcy
counsels. Epiq Corporate Restructuring, LLC is the claims and
noticing agent and administrative advisor.
ALLIANCE RESOURCE: Fitch Withdraws Ratings for Commercial Reasons
-----------------------------------------------------------------
Fitch Ratings has affirmed Alliance Resource Operating Partners,
L.P.'s and Alliance Resource Partners, L.P.'s (together: Alliance)
Long-Term Issuer Default Ratings (IDRs) at 'BB'. The Rating Outlook
has been revised to Stable from Negative. In addition, Fitch has
affirmed the company's $400 million senior unsecured notes at 'BB'/
'RR4' and the secured revolver at 'BBB-'/'RR1'.
The ratings and Outlook reflect Fitch's expectation that shipments
and pricing will continue to improve in the near term, allowing
greater flexibility around extending the maturity of the revolver
prior to 2024 and refinancing the notes prior to 2025.
Concurrently, Fitch has withdrawn Alliance's ratings for commercial
reasons.
KEY RATING DRIVERS
Favorable Operating Profile: Alliance is a well-run, mid-size coal
company. Earnings benefit from a union free history (no other
post-employment benefit [OPEB] liabilities) and the close proximity
of operations to customers. Operating risk reflects that all mines
are underground and that a majority of production comes from just a
few mines. Operations benefit from stable geology, management's
strong and lengthy operating track record, and a fair amount of
flexibility at most mines, given the use of continuous miners.
Rebound in Export Markets: Alliance's export volume represented
about 13%, 3%, 18%, 28%, 17% and 5% of tons sold for 2021, 2020,
2019, 2018, 2017 and 2016, respectively. Fitch expects prices for
international steam and metallurgical coals to remain very
attractive in the near-term as a result of reduced Australian and
Russian exports as well as high natural gas prices.
Operating and Financial Flexibility: The company has been able to
downsize production and dial-back distributions and capex during
weak energy prices and scale-up when markets are strong while
repaying amounts under its revolver and securitization facilities
and reducing reliance on equipment financing. Fitch expects cash to
build in advance of extending the revolving credit and refinancing
the notes due 2024.
Modest Financial Leverage: Alliance's total debt-to-EBITDA at Dec.
31, 2021 was about 0.9x, following $161 million in net debt
repayment. Leverage has been below 2.0x historically and below 1.5x
on average. Fitch expects leverage to remain below 1.0x through
2024.
Modest Improvement in Access to Capital: Fitch expects Alliance to
refinance the majority of its $400 million senior unsecured notes
due in 2025 before maturing given coal producers' modestly
improving access to capital markets. Warrior Met Coal, Inc. issued
$350 million, 7.875% senior secured notes due in 2028 in November
of 2021 and Peabody Energy Corporation issued $320 million of 3.25%
convertible notes due 2028 in February 2022 indicating that there
is debt market access to coal companies although these issuers have
significant metallurgical coal exposure. Significant accelerated
repayment of the notes would be credit positive.
Modest Exposure to Oil: Production of mineral interests aggregated
1.8 million barrels of oil equivalent in 2021. The company has no
capital commitments associated with these interests and 2021
adjusted EBITDA from the segment was $68.8 million up from $39.8
million on roughly similar volumes in 2020. Fitch views this
exposure as credit neutral given its modest size and additional
exposure to the energy complex.
DERIVATION SUMMARY
Alliance Resource Operating Partners, L.P.'s 'BB' IDR generates
comparable margins to other non-diversified coal miners. Alliance's
total debt/EBITDA is expected to be below 1.0x in 2022, which is
modest relative to 'BB' peers. Alliance is smaller but has longer
mine lives than non-diversified mining peers.
KEY ASSUMPTIONS
-- Shipments at roughly 34 million tons per year on average in
2021;
-- EBITDA margins at about 28%;
-- Average annual capex at about $230 million;
-- Annual distributions average about $132 million.
RATING SENSITIVITIES
Rating sensitivities do not apply as the ratings have been
withdrawn.
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
Solid Liquidity: Cash on hand was $122.4 million at Dec. 31, 2021.
Fitch expects Alliance to generate positive free cash flow on
average but that the $60 million securitization facility (to mature
January 2023) and the $459.5 million secured revolving credit
facility (to mature March 9, 2024) will be utilized for short-term
needs and letters of credit ($44.1 million at Dec. 31. 2021).
Fitch believes the current bank and capital market environment for
coal companies makes it challenging to retain similar commitment
levels and materially extend the credit facility.
Revolving credit facility financial covenants include a
consolidated debt to consolidated cash flow (substantially
debt/EBITDA) maximum of 2.5x, a minimum interest coverage ratio of
3.0x and a consolidated first lien debt/consolidated cash flow
maximum of 1.50x.
The securitization facility has been annually renewed and was
downsized to $60 million from $100 million when extended to January
2022. At Dec. 31, 2021, the facility was fully available.
ISSUER PROFILE
Alliance is a major steam coal producer primarily operating in the
Illinois Basin. The company operates seven operating underground
mining complexes in Illinois, Indiana, Kentucky, Maryland,
Pennsylvania and West Virginia and a coal loading terminal on the
Ohio River in Indiana.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch has made no material adjustments that are not disclosed
within the company's public filings.
ESG CONSIDERATIONS
Alliance Resource Operating Partners, L.P. has an ESG Relevance
Score of '4' for GHG Emissions & Air Quality due to coal's higher
carbon emissions relative to other fuels for power generation,
which has a negative impact on the credit profile, and is relevant
to the ratings in conjunction with other factors.
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.
Following the withdrawal of ratings for Alliance Fitch will no
longer be providing the associated ESG Relevance Scores.
ASPIRA WOMEN'S: Incurs $31.7 Million Net Loss in 2021
-----------------------------------------------------
Aspira Women's Health Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$31.66 million on $6.81 million of total revenue for the year ended
Dec. 31, 2021, compared to a net loss of $17.91 million on $4.65
million of total revenue for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $41.08 million in total
assets, $10.91 million in total liabilities, and $30.17 million in
total stockholders' equity.
The Company plans to continue to expend resources selling and
marketing OVA1, OVERA, OVA1plus and Aspira GenetiX and developing
additional diagnostic tests and service capabilities.
The Company has incurred significant net losses and negative cash
flows from operations since inception, and as a result has an
accumulated deficit of approximately $471,728,000 as of Dec. 31,
2021. The Company also expects to incur a net loss and negative
cash flows from operations for 2022.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/926617/000092661722000014/awh-20211231x10k.htm
About Aspira Women's Health
ASPIRA formerly known as Vermillion, Inc. --
http://www.aspirawh.com-- is transforming women's health with the
discovery, development and commercialization of innovative testing
options and bio-analytical solutions that help physicians assess
risk, optimize patient management and improve gynecologic health
outcomes for women. OVA1 plus combines its FDA-cleared products
OVA1 and OVERA to detect risk of ovarian malignancy in women with
adnexal masses. ASPiRA GenetiXSM testing offers both targeted and
comprehensive genetic testing options with a gynecologic focus.
With over 10 years of expertise in ovarian cancer risk assessment
ASPIRA has expertise in cutting-edge research to inform its next
generation of products. Its focus is on delivering products that
allow healthcare providers to stratify risk, facilitate early
detection and optimize treatment plans.
Aspira Women's reported a net loss of $15.24 million for the year
ended Dec. 31, 2019, and a net loss of $11.37 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $48.05
million in total assets, $9.54 million in total liabilities, and
$38.50 million in total stockholders' equity.
AVERY ASPHALT: Seeks Cash Collateral Access Thru May 31
-------------------------------------------------------
Avery Asphalt, Inc. and affiliates ask the U.S. Bankruptcy Court
for the District of Colorado for authority to use cash collateral
for the period from April 1 to May 31, 2021, pursuant to a budget,
with a variance of 15%.
The Debtor asserts that it needs to use cash collateral to permit,
among other things, the orderly continuation of the operation of
its business; maintain business relationships with vendors,
suppliers and customers; make payroll; and satisfy other working
capital needs.
Sunflower Bank, Greenline CDF Subfund XXIII LLC, the Colorado
Department of Revenue, and Nationwide Mutual Insurance Company each
assert a valid, perfected security interests in substantially all
of the Debtor's personal property.
The Secured Parties claim an interest in the Debtors' current cash
and future receipts including but not limited to all the funds.
Previously the Debtor sought Court authority to transmit $109,359
to Sunflower to comply with the Bankruptcy Code's requirements
relating to the Debtor's use of cash collateral. The Debtor intends
to withdraw that motion and proceed with this motion instead.
As adequate protection, each of the Secured Parties will be granted
replacement liens and security interest upon the Debtor's
post-petition assets with the same priority and validity as
Sunflower's, Greenline's, CODOR's and Nationwide's pre-petition
liens and security interests to the extent of the Debtor' s
post-petition use of cash on hand and the proceeds of Pre-Petition
Personal Property, if any.
To the extent the Adequate Protection Liens prove to be
insufficient, each of the Secured Parties, as may be applicable,
will be granted superpriority administrative expense claims under
section 507(b) of the Bankruptcy Code.
A copy of the motion is available for free at
https://bit.ly/36TysZx from PacerMonitor.com.
About Avery Asphalt, Inc.
Avery Asphalt, Inc. is the main operating company and installs,
maintains, and improves roadways, parking lots, and other outdoor
surfaces. Avery Equipment, LLC owns the equipment used in Avery
Asphalt's business. Avery Holdings, LLC owns the real estate used
in Avery Asphalt's business. LBLA Ventures, Inc. is the holding
company for a non-operating Arizona asphalt company and 1401 S.
22nd Ave., LLC owns the real estate that was formerly used by
Regional Pavement Maintenance of Arizona, Inc. in its business.
Avery Asphalt and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No.
21-10799) on February 19, 2021. The bankruptcy was filed after a
receiver was appointed for all the Debtors. The receivership
hampered Avery Asphalt's ability to operate profitably.
In the petition signed by CEO Aaron Avery, the Debtors disclosed up
to $50,000 in assets and up to $10 million in liabilities.
Judge Michael E. Romero oversees the case.
David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. is
the Debtor's counsel.
BARQUQ: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: BARQUQ, a California Corporation
191 S. Buena Vista Blvd.
Burbank, CA 91505
Chapter 11 Petition Date: April 6, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-11935
Judge: Hon. Barry Russell
Debtor's Counsel: Alfred J. Verdi, Esq.
VERDI LAW GROUP, P.C.
29160 Heathercliff Road, Suite 4133
Malibu, CA 90264
Tel: 310-850-6695
E-mail: al@verdilaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ayman M. Salem, chief executive
officer.
The Debtor filed an empty 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/566JBPA/BARQUQ_a_California_Corporation__cacbke-22-11935__0001.0.pdf?mcid=tGE4TAMA
BIOSTAGE INC: Incurs $8 Million Net Loss in 2021
------------------------------------------------
Biostage, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $7.98
million on zero revenue for the year ended Dec. 31, 2021, compared
to a net loss of $4.87 million on zero revenue for the year ended
Dec. 31, 2020.
The $3.1 million year-over-year increase in net loss was due
primarily to a charge of approximately $3.3 million relating to the
contingency matter for the Company's ongoing litigation for a
wrongful death complaint and related matters and an increase in
legal costs of approximately $1.3 million for fees for filing
claims against its insurance carrier to seek continuance of
insurance coverage for the same litigation. These increases are
offset, in part, by approximately $0.8 million of lower employee
and share-based expenses due to the separations of the Company's
former chief executive and chief financial officers during 2020.
For the three months ended Dec. 31, 2021, the Company reported a
net loss of $5.9 million, or $0.55 per share, as compared to a net
loss of $1.0 million, or $0.12 per share, for the three months
ended
Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $1.87 million in total assets,
$4.90 million in total liabilities, and a total stockholders'
deficit of $3.03 million.
As of Dec. 31, 2021, the Company had operating cash on-hand of $1.2
million, a decrease of $0.2 million from the prior year. During
the year ended Dec. 31, 2021, the Company used net cash in
operations of $2.6 million, which was offset, in total, by $2.8
million of proceeds from private placement transactions that
resulted in the issuance of 1,372,464 shares of our common stock
and warrants to existing investors.
The Company expects that its operating cash on-hand as of Dec. 31,
2021 of $1.2 million will enable the Company to fund its operating
expenses and capital expenditure requirements into early third
quarter of 2022.
Flushing, New York-based Wei, Wei & Co., LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit, uses
cash flows in its operations, and will require additional financing
to continue to fund its operations. This raises substantial doubt
about the Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1563665/000155837022004945/tmb-20211231x10k.htm
About Biostage
Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a clinical-stage biotech company that uses cell therapy to
regenerate organs inside the human body to treat cancer, trauma and
birth defects. The Company has performed the world's first
regeneration of an esophagus in a human cancer patient. This
surgery was performed at Mayo Clinic and was published in August
2021.
BLACK RAIN CITY CAPITAL: Ends In Chapter 11 Bankruptcy Filing
-------------------------------------------------------------
Real estate company Black Rain City Capital Investment LLC has
sought Chapter 11 bankruptcy protection.
According to court filing, Black Rain estimates between 1 and 49
unsecured creditors. The petition also states that funds are
available to unsecured creditors.
An emergency motion has been filed by interested party Jannett E.
Spence to dismiss the Chapter 11 case as a "bad faith" filing.
A meeting of creditors, by telephone, to be held on May 11, 2022 at
12:00 PM. Deadline in filing a complaint to determine the
dischargeability of certain debts is on July 11, 2022 and the
dedeline for proofs of claim is on June 13, 2022.
About Black Rain Capital Investment
Black Rain Capital Investment LLC is engaged in activities related
to real estate.
Black Rain Capital Investment sought Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 22-12622) on April 4, 2022.
In the petition filed by Eric Readon, as CEO, Black Rain Capital
listed estimated assets between $1 million and $10 million and
estimated liabilities between $1 million and $10 million. The case
is assigned to Honorable Judge Robert A Mark. Peter Spindel, Esq.,
of PETER SPINDEL, ESQ., P.A., is the Debtor's counsel.
BLT RESTAURANT: Cash Collateral Access, $100,000 DIP Loan OK'd
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
authorized BLT Restaurant Group to, among other things, use cash
collateral on an interim basis in accordance with the budget and
obtain post-petition financing.
The Debtor is authorized to borrow an aggregate principal amount of
$100,000 from JL Holdings 2002 LLC under the DIP Facility.
The Debtor requires the DIP Loan in order to meet its payroll needs
and fund operational deficiencies at the restaurant level while
working toward reopening all restaurants at maximum capacity and
emerging from the pandemic.
As adequate protection, the Pre-Petition Secured Party is granted
post-petition security interests and liens to secure the
Pre-Petition Secured Party's debt to the extent of and equal to any
aggregate diminution in the value of the Pre-Petition Secured
Party's interest in property of the Debtor's estate subject to the
Pre-Petition Secured Party Liens. The Adequate Protection Liens
will attach to all right, title and interest of the Debtor in, to
and under all present and after acquired property and assets of the
Debtor.
As protection for the DIP Obligations now existing or hereafter
arising pursuant to the DIP Facility, the DIP Lender is granted an
allowed superpriority administrative expense claim for all of the
DIP Obligations with priority over any and all other obligations,
liabilities, administrative expense claims and unsecured claims
against the Debtor or its estate in the Case other than fees or
costs to the Clerk of the Court or the Office of the U.S. Trustee.
The proceeds of the DIP Facility will be used only for the
following purposes, in each case in accordance with and subject to
an Approved Budget and except as otherwise agreed by the DIP
Lender: (i) working capital and other general corporate purposes of
the Debtor and (ii) intercompany loans to subsidiaries of the
Debtor for the working capital needs of such subsidiary. At all
times, the Debtor shall maintain separate books and records of each
subsidiary and account for all intercompany transactions.
The final hearing on the matter is scheduled for April 19, 2022 at
10 a.m.
A copy of the order is available at https://bit.ly/3uJgLUF from
PacerMonitor.com.
About BLT Restaurant Group
BLT Restaurant Group owns and manages the restaurants BLT Steak
LLC, BLT Steak Waikiki LLC, BLT Prime Lexington LLC, and BLT Steak
DC LLC. BLT is a limited liability company organized under the
laws of New York. At present, it has two members, JL Holdings 2002
LLC and Juno Investments LLC. JL Holdings 2002 LLC is a limited
liability company organized under the laws of New York and is also
a secured creditor of BLT. Juno Investments LLC is a limited
liability company organized under the laws of New York.
BLT sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 22-10335) on March 18, 2022. In the
petition signed by CEO James Haber, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
Jennifer C. McEntee, Esq., at Ciardi Ciardi and Astin is the
Debtor's counsel.
BLUE DOLPHIN: Incurs $12.8 Million Net Loss in 2021
---------------------------------------------------
Blue Dolphin Energy Company filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$12.84 million on $300.82 million of total revenue from operations
for the 12 months ended Dec. 31, 2021, compared to a net loss of
$14.46 million on $174.81 million of total revenue from operations
for the 12 months ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $66.31 million in total
assets, $89.94 million in total liabilities, and a total
stockholders' deficit of $23.63 million.
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated April 1, 2022, citing that the Company is in default under
secured and related party loan agreements and has a net working
capital deficiency. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000793306/000165495422004427/bdco_10k.htm
About Blue Dolphin
Headquartered in Houston, Texas, Blue Dolphin Energy Company --
http://www.blue-dolphin-energy.com-- is an independent downstream
energy company operating in the Gulf Coast region of the United
States. The Company's subsidiaries operate a light sweet-crude,
15,000-bpd crude distillation tower with approximately 1.2 million
bbls of petroleum storage tank capacity in Nixon, Texas. Blue
Dolphin was formed in 1986 as a Delaware corporation and is traded
on the OTCQX under the ticker symbol "BDCO."
BLUE STAR: Incurs $2.6 Million Net Loss in 2021
-----------------------------------------------
Blue Star Foods Corp. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K a net loss of $2.61
million on $9.97 million of net revenue for the year ended Dec. 31,
2021, compared to a net loss of $4.44 million on $14.11 million of
net revenue for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $15.95 million in total
assets, $7.04 million in total liabilities, and $8.91 million in
total stockholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
March 31, 2022, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1730773/000149315222008578/form10-k.htm
About Blue Star Foods
Blue Star Foods Corp. is a sustainable seafood company that
processes, packages and sells refrigerated pasteurized Blue Crab
meat, and other seafood products. The Company's current source of
revenue is importing blue and red swimming crab meat primarily from
Indonesia, Philippines and China and distributing it in the United
States and Canada under several brand names such as Blue Star,
Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal
Pride Fresh, and steelhead salmon produced under the brand name
Little Cedar Farms for distribution in Canada.
BOULDER BOTANICAL: Sets Bid Procedures for Substantially All Assets
-------------------------------------------------------------------
Boulder Botanicals and Biosciences Laboratories, Inc., asks the
U.S. Bankruptcy Court for the District of Colorado for approve the
proposed bidding procedures relating to the auction sale of
substantially all assets.
In order to maximize the value of its assets for the benefit of all
stakeholders in the Chapter 11 case, the Debtor has made the
decision to proceed with the sale of Assets pursuant to Sections
363 and 365 of the Bankruptcy Code to the highest and best bidder.
The Debtor believes that the highest and best value will be
achieved through a sale of its Assets as a going concern in lieu of
a piecemeal sale of individual assets.
The Debtor previously attended mediation on March 10, 2022 which
resulted in, among other things, the execution of a Mediation Term
Sheet, dated March 10, 2022, by the Debtor, Frankens Investment
Fund, LLC and Patrick Zuber and the decision to advance the Motion
with Frankens' and Zuber's support.
Since the filing of the Chapter 11 case, the Debtor has been in
discussions certain parties who have expressed an interest in
engaging in a transaction with the Debtor and/or acquiring the
Assets. Despite such discussions, at this time, the Debtor has not
yet finalized the terms of a transaction, including specifically a
transaction that would enable the Debtor to present a stalking
horse buyer to the Bankruptcy Court for approval in connection with
the proposed bidding and sale procedures contained.
While it intends to continue to work towards an agreement for a
stalking horse buyer and reserves the right to seek approval of a
stalking horse transaction and related protections for a stalking
horse buyer, the Debtor believes it is in the best interest of all
stakeholders to proceed with an auction sale of its Assets at this
time, with or without a stalking horse, so that a sale can be
completed by a date in April of 2022.
The Debtor is also party to certain executory contracts and
unexpired leases. In order to facilitate a sale of its Assets as a
oing concern, the Debtor seeks to establish certain procedures
outlined in connection with the assumption and assignment of such
Contracts in anticipation of one or more Qualified Bids requiring
the assumption and assignment of certain of the Contracts in
connection with an offer to purchase its Assets.
The Debtor, in consultation with Frankens and Zuber (the
"Consultation Parties") and in accordance with the Mediation Term
Sheet, have developed a set of competitive bidding and sale
procedures set forth that are designed to maximize the value of the
Assets. At the initial hearing on the Motion, the Debtor will seek
approval of the Bid Procedures, as well as the Sale Notice and the
Cure Notice proposed in connection therewith.
The Debtor, its management team and the CRO or other professional
approved by the Court4 will continue to identify potentially
interested parties for the Assets and will contact such parties
with the opportunity to acquire the Assets. The Debtor and the CRO
or other professional approved by the Court will continue to obtain
signed NDAs from interested parties and assist such parties in the
conduct of their due diligence for the Assets.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: April 11, 2022
b. Initial Bid:
c. Deposit: 10% of the purchase price for the Assets
d. Auction: In the event the Debtor receives more than one
Qualified Bid, then the Debtor proposes to conduct an Auction for
the Assets on April 13, 2022 at 10:00 a.m. (MT) virtually through
an online platform (such as Zoom), or through such other means or
such other place and time as the Debtor will notify all Qualified
Bidders and other invitees.
e. Bid Increments: $100,000
f. Sale Hearing: April 14, 2022, at 9:30 a.m. (MT)
g. Sale Objection Deadline: April 12, 2022
h. Closing: April 22, 2022, unless extended by the Court
i. Credit Bid: Frankens or Zuber may submit a credit bid
pursuant to section 363(k) of the Bankruptcy Code and are deemed to
be Qualified Bidders.
j. As is/where is: The Assets will be sold in its "as is,
where is" condition and with all faults, with no guarantees or
warranties, express or implied. The Assets will be sold free and
clear of any and all liens, claims, encumbrances and interests,
with all such liens, claims, encumbrances and interests to
attaching to the proceeds of the sale.
The Debtor submits that the sale of its Assets pursuant to the Bid
Procedures set forth is in the best interests of the Debtor, its
creditors, its equity holders and the estate. It also submits that
the competitive Bid Procedures are designed to and will maximize
the value of its Assets.
In addition to the above Bid Procedures, the Debtor seeks approval
from the Court for certain procedures related to the assumption and
assignment of the Potential Assumed and Assigned Contracts and the
determination of cure amounts in connection therewith. To that
end, the Debtor proposes to serve a cure notice to each
counterparty to a Potential Assumed and Assigned Contract
The Debtor believes that the closing of the sale of the Assets
needs to occur expeditiously given that its cash collateral
position and the stay relief order. As a result, it requests that
the Court includes in the Sale Order a provision waiving the 14-day
stay set forth in Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure and providing that the sale may be consummated
immediately after entry of the Sale Order.
A copy of the Term Sheet is available at
https://tinyurl.com/44d4kmkz from PacerMonitor.com free of charge.
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.
BOULDER BOTANICALS: Wins Cash Collateral Access Thru April 23
-------------------------------------------------------------
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 27, 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) April 23 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. 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
March 27 to April 17, 2022 is available at https://bit.ly/3wTIXH5
from PacerMonitor.com.
The budget provides for total expenses, on a weekly basis, as
follows:
$14,967 for the week ending March 27, 2022;
$15,325 for the week ending April 3, 2022;
$25,264 for the week ending April 10, 2022; and
$199 for the week ending April 17, 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.
BRIGHT MOUNTAIN: Delays Filing of 2021 Annual Report
----------------------------------------------------
Bright Mountain Media, Inc. filed a Form 12b-25 with the Securities
and Exchange Commission notifying the delay in the filing of its
Annual Report on Form 10-K for the year ended Dec. 31, 2021.
According to the Company, the Form 10-K could not be filed within
the prescribed time because additional time is required by the
Company's management and auditors to prepare certain financial
information to be included in such report. The Company is working
diligently to complete the necessary work and review of internal
controls.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
www.brightmountainmedia.com -- is an end-to-end digital media and
advertising services platform, efficiently connecting brands with
targeted consumer demographics. In addition to its corporate
website, the Company owns and/or manages 24 websites which are
customized to provide its niche users, including active, reserve
and retired military, law enforcement, first responders and other
public safety employees with products, information and news that
the Company believes may be of interest to them. The Company also
owns an ad network which was acquired in September 2017.
Bright Mountain reported a net loss of $72.71 million for the year
ended Dec. 31, 2020, a net loss of $4.17 million for the year ended
Dec. 31, 2019, and a net loss of $5.22 million for the year ended
Dec. 31, 2018. As of June 30, 2021, the Company had $31.58 million
in total assets, $31.26 million in total liabilities, and $315,466
in total shareholders' equity.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2021, issued a "going concern"
qualification in its report dated Dec. 23, 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.
BRIGHT MOUNTAIN: Incurs $2.9 Million Net Loss in Third Quarter
--------------------------------------------------------------
Bright Mountain Media, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.89 million on $3.81 million of revenues for the three months
ended Sept. 30, 2021, compared to a net loss of $62.27 million on
$4.89 million of revenues for the three months ended Sept. 30,
2020.
For the nine months ended Sept. 30, 2021, the Company reported a
net loss of $9.09 million on $8.64 million of revenues compared to
a net loss of $69.43 million on $9.44 million of revenues for the
nine months ended Sept. 30, 2020.
As of Sept. 30, 2021, the Company had $31.54 million in total
assets, $33.98 million in total liabilities, and a total
shareholders' deficit of $2.44 million.
Bright Mountain stated, "As we continue our efforts to grow our
business, we expect that our monthly cash operating overhead will
continue to increase as we add personnel, although at a lesser
rate, and we are not able at this time to quantify the amount of
this expected increase. In 2021, we implemented policies and
procedures around cash collections to prevent the aging of accounts
receivables that we experienced in 2020. Cash collection efforts
have been successful, and we feel that we have appropriately
reserved for uncollectible amounts at September 31, 2021."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1568385/000149315222008435/form10-q.htm
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
www.brightmountainmedia.com -- is an end-to-end digital media and
advertising services platform, efficiently connecting brands with
targeted consumer demographics. In addition to its corporate
website, the Company owns and/or manages 24 websites which are
customized to provide its niche users, including active, reserve
and retired military, law enforcement, first responders and other
public safety employees with products, information and news that
the Company believes may be of interest to them. The Company also
owns an ad network which was acquired in September 2017.
Bright Mountain reported a net loss of $72.71 million for the year
ended Dec. 31, 2020, a net loss of $4.17 million for the year ended
Dec. 31, 2019, and a net loss of $5.22 million for the year ended
Dec. 31, 2018. As of June 30, 2021, the Company had $31.58 million
in total assets, $31.26 million in total liabilities, and $315,466
in total shareholders' equity.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2021, issued a "going concern"
qualification in its report dated Dec. 23, 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.
BRIGHT MOUNTAIN: To Get Additional $500K Under Amended Loan Pact
----------------------------------------------------------------
Bright Mountain Media, Inc. and its subsidiaries CL Media Holdings
LLC, Bright Mountain Media, Inc., Bright Mountain LLC, MediaHouse,
Inc. entered into an Eleventh Amendment to Amended and Restated
Senior Secured Credit Agreement with Centre Lane Partners Master
Credit Fund II, L.P., as administrative agent and collateral agent.
The Credit Agreement was amended to provide for an additional loan
amount of $500,000. This term loan matures on June 30, 2023.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
www.brightmountainmedia.com -- is an end-to-end digital media and
advertising services platform, efficiently connecting brands with
targeted consumer demographics. In addition to its corporate
website, the Company owns and/or manages 24 websites which are
customized to provide its niche users, including active, reserve
and retired military, law enforcement, first responders and other
public safety employees with products, information and news that
the Company believes may be of interest to them. The Company also
owns an ad network which was acquired in September 2017.
Bright Mountain reported a net loss of $72.71 million for the year
ended Dec. 31, 2020, a net loss of $4.17 million for the year ended
Dec. 31, 2019, and a net loss of $5.22 million for the year ended
Dec. 31, 2018. As of June 30, 2021, the Company had $31.58 million
in total assets, $31.26 million in total liabilities, and $315,466
in total shareholders' equity.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2021, issued a "going concern"
qualification in its report dated Dec. 23, 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.
BSPV-PLANO: Wins Cash Collateral Access Thru April 15
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, authorized BSPV-Plano, LLC to use cash collateral
on an interim basis in accordance with the budget from the petition
date through April 15, 2022.
The Court held that, in addition to the $877,000 that was
authorized to be advanced by Huntington National Bank, in its
capacity as trustee for certain pre-petition bonds and as secured
lender to the Debtor, and the additional $822,000 from the Project
Fund that was authorized to be used by the Debtor under the terms
of the Second Interim Order, the Debtor is authorized to use an
additional $361,000 from the Project Fund and $109,000 from the
specified O&M fund during the Interim Period, solely in the amounts
set forth and for the purposes specified in the Third Interim
Budget. The Bond Trustee will turn over the additional cash
collateral and otherwise make such amount available to the Debtor
upon the Debtor providing requisition requests to the Bond Trustee
substantially in the form set forth in the budget, and under which
the Debtor will provide itemized disclosures of the authorized uses
and amounts covered under the request, by category, and attach the
Third Interim Budget as documentation.
As additional adequate protection to the Bond Trustee for the use
of the cash collateral:
1. prior to expending any cash collateral comprised of the
$139,000 in Project Fund proceeds authorized by the Order for the
week ending April 15, 2022, the Debtor will have obtained and spent
all amounts identified as "DIP Loan Draws" or "Cash Injection from
BSPV Equity Holders" for such week and all prior weeks, and is
authorized to use such DIP loan proceeds for such purposes and
amounts;
2. the Debtor will maintain and preserve all existing
insurance coverage to and for the Debtor's Project and the Debtor's
continuing operations, including but not limited to general
liability and premises liability coverage;
3. the Bond Trustee is granted post-petition replacement liens
against all property of the Debtor, with the same extent and
priority as the Bond Trustee had with respect to property of the
Debtor as of the Petition Date, to secure against any diminution in
the value of the Bond Trustee's pre-petition collateral caused by
the Debtor's use of cash collateral. Any and all such replacement
liens are deemed automatically perfected without the need for
further action by the Bond Trustee or any other person or entity,
and the Bond Trustee may record or present the Order as evidence
thereof;
4. in the event of any diminution in the value of Bond
Trustee's collateral caused by the Debtor's use of cash collateral,
the Bond Trustee will be granted a superpriority administrative
claim under section 507(b) of the Bankruptcy Code for any such
diminution in value.
The final hearing on the matter is scheduled for April 19 at 1:30
p.m.
A copy of the order is available at https://bit.ly/3NIqlzN from
PacerMonitor.com.
About BSPV-Plano, LLC
BSPV-Plano, LLC is developing a 31.5-acre, "55+" Independent Senior
Luxury Apartment Community with 318 units of apartment inventory,
that is known and branded as "The Bridgemoor at Plano," and located
at 1109 Park Vista Road in Plano, Texas.
BSPV-Plano, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-40276) on March 1,
2022. In the petition signed by Richard Shaw, manager, the Debtor
disclosed up to $100 million in both assets and liabilities.
Judge Brenda T. Rhoades oversees the case.
Thomas D. Berghman, Esq., at Munsch Hardt Kopf and Harr, PC, is the
Debtor's counsel.
BURFORD CAPITAL: Moody's Rates New Senior Unsecured Notes 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has assigned a backed Ba2 long-term
rating to Burford Capital Global Finance LLC's proposed new senior
unsecured notes. Burford Capital Global Finance is a subsidiary of
Burford Capital Limited (Burford; Ba2 corporate family rating), a
New York based litigation finance company. Burford and its
subsidiaries' existing ratings and stable outlooks are not affected
by the rating action.
Assignments:
Issuer: Burford Capital Global Finance LLC
Backed Senior Unsecured Regular Bond/Debenture, Assigned Ba2
RATINGS RATIONALE
Moody's assigned a backed Ba2 rating to the proposed new senior
unsecured notes based on Burford's credit profile as reflected in
its Ba2 corporate family rating as well as the notes' senior
priority in Burford's overall capital structure. The notes are
supported by the unconditional guarantees of ultimate parent
Burford as well as affiliates Burford Capital Finance LLC (Ba2
stable) and Burford Capital PLC (Ba2 stable) on a senior unsecured
basis. Proceeds of the notes will be used for general corporate
purposes potentially including repayment of debt.
Burford's ratings reflect its strong capital position to buffer
asset and earnings volatility that stems from its litigation
investments. The company's ratio of tangible common equity to
tangible managed assets of 53% at December 31, 2021 is well above
the average for other specialty finance subsectors. However, the
requirement that Burford adjust the carrying value of its assets to
estimated fair values increases the volatility of the company's
reported capital position.
By maintaining high cash balances, employing low leverage and
laddering its debt maturities, Burford has effectively managed its
liquidity risks. Moody's views Burford's proposed new senior notes
issuance as a credit positive step toward further diversifying its
funding and extending its debt maturity profile.
Burford's profitability, historically strong, can be volatile due
to the uneven timing of the resolution of legal cases the company
finances. In 2021, Burford recorded a net loss of $72 million,
reflecting lower realized gains stemming from a slowdown in case
progress due to disruptions from the coronavirus pandemic. However,
Moody's believes that the investment returns on the company's
litigation investments have not been weakened, only delayed.
Additionally, Burford increased new investment commitments and
deployments in 2021, setting the stage for strong future
performance.
Burford's credit challenges include the esoteric and illiquid
nature of the company's litigation investments, which have
indeterminate realization in terms of both timing and amount,
contributing to high expected asset and earnings volatility. Income
typically includes material unrealized gains, which also
contributes to volatility and weakens reported earnings quality.
Burford's potential for rapid growth adds to operational complexity
and execution risk. While Burford's investment yields are strong on
average over time, the range of possible outcomes, including total
loss, and reliance on estimates of litigation outcomes, albeit
rendered by highly experienced attorneys, warrants that the company
operate with strong capital and liquidity positions.
Burford's outlook is stable, based on Moody's expectation that
Burford will continue to maintain its overall strong, though
potentially volatile earnings strength, and effectively manage
liquidity and capital positions over the next 12 -- 18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's could upgrade Burford's ratings if the company: 1)
demonstrates strong management of inherently volatile investment
income, including by maintaining a diverse investment portfolio and
low investment concentrations; 2) diversifies funding while
maintaining low leverage and strong liquidity; and 3) increases
alternate liquidity in the form of committed revolving credit
capacity.
Moody's could downgrade Burford's ratings if the company: 1)
increases expected earnings, cash flow and asset volatility by
increasing investment concentrations or through more aggressive
investment selection; 2) materially weakens liquidity, including by
reducing cash balances; 3) materially increases leverage, narrowing
the cushion versus the company's leverage covenant.
The principal methodology used in this rating was Finance Companies
Methodology published in November 2019.
CAREVIEW COMMUNICATIONS: Incurs $10.1 Million Net Loss in 2021
--------------------------------------------------------------
Careview Communications, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $10.08 million on $7.80 million of total revenues for the
year ended Dec. 31, 2021, compared to a net loss of $11.68 million
on $6.49 million of total revenues for the year ended Dec. 31,
2020.
As of Dec. 31, 2021, the Company had $5.08 million in total assets,
$117.78 million in total liabilities, and a total stockholders'
deficit of $112.70 million.
Dallas, Texas-based BDO USA, LLP, the Company's auditor since 2010,
issued a "going concern" qualification in its report dated March
31, 2022, citing that the Company has suffered recurring losses
from operations and has accumulated losses since inception that
raise substantial doubt about its ability to continue as a going
concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1377149/000138713122004492/crvw-10k_123121.htm
About CareView Communications
CareView Communications, Inc. -- http://www.care-view.com-- is a
provider of products and on-demand application services for the
healthcare industry, specializing in bedside video monitoring,
software tools to improve hospital communications and operations,
and patient education and entertainment packages. Its proprietary,
high-speed data network system is the next generation of patient
care monitoring that allows real-time bedside and point-of-care
video monitoring designed to improve patient safety and overall
hospital costs. The entertainment packages and patient education
enhance the patient's quality of stay. CareView is dedicated to
working with all types of hospitals, nursing homes, adult living
centers and selected outpatient care facilities domestically and
internationally. The Company's corporate offices are located at
405 State Highway 121 Bypass, Suite B-240, Lewisville, TX 75067.
CEDAR FAIR: S&P Upgrades ICR to 'B+', Outlook Positive
------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Cedar Fair
L.P. to 'B+' from 'B'.
S&P said, "We also raised our ratings on the company's secured debt
to 'BB-' and on the company's unsecured debt to 'B-'. Our '2'
recovery rating on the company's senior secured credit facility as
well as our '6' recovery rating on the company's unsecured notes
are unchanged.
"The positive outlook reflects our expectation that Cedar Fair's
leverage will be in the high-4x area to end 2022, incorporating an
expectation for a continued recovery in the company's attendance
and a modest pullback in per capita spending."
The ratings upgrade reflects improving operating trends driven by a
recovery in park attendance and robust per capita spending levels.
This should offset some of the impact from inflation on the
company's costs and support a recovery in EBITDA margins and a
reduction in the company's leverage to about 4.9x by year-end 2022
from about 7.6x as of year-end 2021. Furthermore, the upgrade
reflects the company's commitment to deleveraging, evidenced by its
recent debt repayment and its public commitment to reduce net debt
to under $2 billion and leverage to within 3x-4x in line with its
financial policy range. At the same time, downside risks relating
to a resurgence of virus cases and reimposition of social
restrictions are diminishing. S&P believes these factors should
help the company continue to reduce leverage below 5x.
Cedar Fair's operating trends are improving. Cedar Fair ended 2021
with attendance 30% lower than 2019, or 15% on a comparable
operating day basis. While on a full-year basis, Cedar Fair's
attendance recovery lagged its competitors in the regional theme
park industry, the company was more heavily affected by operating
restrictions at some of its parks due to regional differences in
COVID-19-related restrictions. However, as the company reopened
resorts, demand was very strong and in its fourth quarter,
systemwide attendance was 5% above its comparable quarter in 2019,
which is in line with or better than that of its peers.
Additionally, in-park per capita spending for the full-year 2021
was up 28% compared to 2019 spending. Higher per capita revenue
lessened the impact of lower attendance for the majority of its
summer season. Total revenue of $1.3 billion was approximately 9%
below pre-pandemic levels. Cedar Fair ended 2021 with S&P Global
Ratings' adjusted net leverage of 7.6x, driven higher by the impact
of early season results. U.S. regional theme parks, including Cedar
Fair, experienced a faster-than-expected recovery in attendance,
revenue, and credit metrics than previously anticipated. S&P
believes that the recovery has been driven by significant pent-up
demand for out-of-home entertainment following a highly disrupted
2020 summer, during which many--if not most--entertainment options
remained closed or restricted. Additionally, a combination of
increased personal savings and pricing actions taken by operators
have resulted in significantly higher per capita spending at U.S.
theme parks. S&P expects tailwinds will continue to benefit
regional theme parks during the 2022 summer season.
Higher per capita spending at Cedar Fair's parks in 2022 should
offset some of the incremental cost pressure driven by a tight
labor market. S&P said, "Although we expect per capita spending to
come down modestly from record levels experienced throughout 2021,
we believe per caps will remain above 2019 levels. The incremental
price taken via higher admission rates and premium food and
beverage products will buffer some of the incremental labor costs
that Cedar Fair is experiencing coming out of the pandemic. In
2021, Cedar Fair raised its minimum hourly wages in many of its
parks. As a result, we believe the company regained adequate
staffing levels during a busy summer season and will retain a
significant amount of its seasonal workforce in 2022. Nonetheless,
absent additional cost mitigation or per capita spending that is
higher than our current assumptions, we expect the incremental
labor costs will inhibit the company from achieving pre-pandemic
margins in 2022. We expect the company to achieve S&P Global
Ratings' adjusted EBITDA margins in the high-20% area compared to
34% in 2019."
S&P said, "Cedar Fair's commitment to its financial policy of
leverage of 3x-4x and net debt below $2 billion gives us confidence
that the company will prioritize deleveraging prior to making more
aggressive capital investment decisions. Cedar Fair's management
has repeatedly noted that one of its first priorities behind
reinvesting in its parks is to reduce its net debt balance and
reduce leverage back to its financial policy range of 3x-4x. We
believe this commitment was exhibited in the fourth quarter when
the company used its cash balances, which were high compared to
historical levels, to redeem $450 million in 5.375% senior
unsecured notes. As of Dec. 31, 2021, the company held $61 million
of cash on its balance sheet. While we believe that further
deleveraging and the company's achievement of net debt under $2
billion will derive from stronger results in 2022 as parks open
with higher attendance levels than last season, we believe that the
company could prioritize incremental debt repayments over the
course of the next 12 months.
"The positive outlook reflects our expectation that Cedar Fair will
benefit from a full year of operations absent significant
COVID-related restrictions resulting in good revenue and EBITDA
generation that supports S&P Global Ratings' adjusted leverage of
4.5x-5x by the end of 2022.
"We could raise our rating if we expect the company would reduce
leverage below 5x on a sustained basis. This scenario would likely
require a continued recovery in attendance and per capita spending
that remains substantially above pre-pandemic levels.
"We could revise our outlook to stable if we expect Cedar Fair's
leverage to remain above 5x, likely due to greater-than-expected
impact of inflation on its EBITDA margins, or slower-than-expected
recovery in attendance. A downgrade is unlikely over the next 12
months but would be driven primarily by a more aggressive financial
policy causing leverage to remain above 6x for a prolonged
period."
ESG credit indicators: E-2, S-3, G-2
S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of Cedar Fair. COVID-19 was an
extreme disruption, and even though it is unlikely to recur at the
same magnitude, safety and health scares are an ongoing risk
factor. Although the company's attendance recovered to pre-pandemic
levels during the fourth quarter of 2021 following the removal of
restrictions and the abatement of COVID-19-related safety concerns,
the threat of a new variant and any resulting pullback in
attendance remains. Cedar Fair is also subject to more general
risks regarding the safety of its parks including low probability
events such as ride malfunctions and the risk of injury."
CELESTE GROUP: Scott Cohort Buying Washington DC Property for $1.5M
-------------------------------------------------------------------
Celeste Group LLC asks the U.S. Bankruptcy Court for the District
of Columbia for authority to sell the real property located at 1705
D St. SE, in Washington, D.C. 20003, to Scott Cohort LLC for $1.5
million.
The Debtor holds an ownership interest in the Property. The legal
description of the Property is of Lot 05 Block/Square 1102 in
Subdivision Old City 1 Tax Account # 10///0095.
The Debtor has a sole managing owner, Kim Cherry Burnett
(Management), who manages the Debtor's properties, residential
leases, expenses, and tenants.
Next, it has one secured lienholder, Washington Capital Partners
LLC ("WCP"), who has three secured interests on both properties of
the bankruptcy estate. Of which, two of the three secured liens are
secured on the Property of this instant Motion for Authority to
Sell Real Property Free and Clear of all Liens and interests
pursuant to 11 U.S.C. Section 363 ("Motion").
The Debtor executed a Deed of Trust with WCP dated July 26, 2019,
and recorded on Aug. 5, 2019, as Instrument No. 2019082400 from The
Celeste Group LLC, as the grantor, to Daniel Huertas, as Trustee,
for the benefit of WCP Fund I LLC, as beneficiary, securing that
certain Commercial Deed of Trust Note dated July 26, 2019, in the
principal amount of $1,205,000.
In addition, another Deed of Trust between Debtor and WCP was
executed on Dec. 20, 2019, and recorded on Dec. 23, 2019, as
Instrument No. 2019139580 from The Celeste Group LLC, as granter,
to Daniel Huertas, as Trustee, for the benefit of WCP Fund I LLC,
as beneficiary, securing that certain Commercial Deed of Trust Note
dated Dec. 20, 2019, in the principal amount of $170,000.
There are no other known liens encumbering the Property.
For purposes of the Motion, the Debtor is requesting permission to
sell its parcel free and clear of all liens and encumbrances to the
Purchaser. The Purchaser is an existing entity owned to conduct
real estate transactions ranging from home renovations, rental
property management, and property acquisition geared at selling
investment real estate later for a profit. The Purhcaser managing
member is the spouse of the Debtor's Management.
The Debtor asks the Court for authority to the Property free and
clear of liens and encumbrances pursuant to the Contract of Sale
dated March 17, 2022, to the Buyer for the purchase price of the
appraisal states conducted on Feb. 28, 2022for of $1.5 million. The
Appraisal, the Ratified Contract of Sale with earnest money
deposit, is attached the Motion. The Contract is contingent only
upon approval by the Court.
The Debtor submits the price offered by the Purchaser is fair and
reasonable. The Purchaser who the Debtor procured to buy this asset
of the bankruptcy estate has investigated the Property's value
through several independent real estate professionals and
accordingly believes the price is reasonable and appropriate. Based
on the local real estate market, the parties believe that the
purchase price will be competitive, fair, and in the best interest
of the Debtor, the Secured Creditor, and its bankruptcy estate.
WCP being paid principal and a substantial amount of interest for
the loan tendered to Debtor would eliminate the absorbent costs of
another threatened foreclosure.
The sale's actual costs, including settlement fees, commissions,
and transfer taxes, are estimated at roughly $39,000 as commissions
and broker fees will not be present in this transaction for
feasibility considerations.
The proposed transaction will be brokered by Argent Realty, with
the Purchaser's funding in place on May 6, 2022, with Conduit
Brokers.
In the interim, the Debtor also requests that, if the sale to the
Purchaser does not close, it will be authorized to sell to a
substitute third party purchaser without further notice so long as
the Contract has the same or better terms for the estate.
Additionally, the Debtor believes this sale will be consensual and
therefore requests a waiver of any stay imposed by Fed. R. Bankr.
Proc. 6004.
A copy of the Contract is available at https://tinyurl.com/5by3wtwf
from PacerMonitor.com free of charge.
About The Celeste Group LLC
The Celeste Group LLC is engaged in activities related to real
estate. It sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 22-00011) on January 27,
2022. In the petition signed by Kim Cherry Burnett, chief
executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Elizabeth L. Gunn oversees the case.
Alisha Gordon, Esq., at Law Offices of a Gordon, PC is the
Debtor's
counsel.
CHARLES L. DUFF: 9th Cir. Affirms Dismissal of Suit vs NewRez
-------------------------------------------------------------
Chapter 11 debtor Charles Duff and his non-debtor spouse Cathryn
Duff appeal the Bankruptcy Appellate Panel's decision affirming the
bankruptcy court's Fed. R. Civ. P. 12(b)(6) dismissal of their
adversary proceeding against NewRez LLC (dba Shellpoint Mortgage
Servicing) et al.
Five out of eight of the Duffs' claims -- their claim under
California's Unfair Competition Law (Cal. Bus. & Prof. Code Section
17200 et seq.), two claims under the Racketeer Influenced and
Corrupt Organizations Act (18 U.S.C. Sections 1962(c), (d)), and
their state law claims of unjust enrichment and fraud -- are based
on the Duffs' theory that they would not have qualified for or
accepted the loan if not for their lender's fraudulent second
appraisal. Like the BAP, the United States Court of Appeals for the
Ninth Circuit finds the Duffs' fraud argument to be "implausible on
its face." The Duffs knew the terms of their loan and accepted them
of their own accord, the Ninth Circuit says.
A "Fixed/Adjustable Rate Rider" confirms the "initial fixed
interest rate" would "change[] to an adjustable interest rate." The
Ninth Circuit holds that even if it accepts as true the allegations
that Countrywide and LandSafe engaged in a fraudulent appraisal
scheme and fabricated the second appraisal, it does not follow that
the fraudulent second appraisal caused the Duffs to obtain a loan
they could not afford. Indeed, logically, a higher appraisal would
have helped the Duffs obtain more favorable loan terms.
Moreover, California law underscores the legal insufficiency of the
Duffs' fraud allegations, the Ninth Circuit holds. California law
provides that "a lender of money owes no duty of care to a borrower
in preparing an appraisal of the security for a loan when the
purpose of the appraisal simply is to protect the lender by
satisfying it that the collateral provides adequate security for
the loan." The California Court of Appeal has also rejected the
argument that borrowers are entitled to rely upon a lender's
"determination that they qualified for the loans in order to decide
if they could afford the loans."
Three causes of action are based on somewhat different allegations
-- the state law claims of promissory estoppel and breach of the
covenant of good faith and fair dealing and the claim under the
Fair Debt Collection Practices Act. The first two claims are
premised on the Duffs' allegations Bank of America (the lender's
successor in interest) "induced [them] to default on the two loans
by stating that it would only consider a mortgage modification if
they fell behind on payments." The Ninth Circuit holds that the
Duffs' promissory estoppel claim fails because there was no "clear
and unambiguous" promise to modify the loan -- Bank of America
merely told the Duffs it would consider a modification. The breach
of the implied covenant of good faith and fair dealing claim fails
because there was no "specific contractual obligation" regarding
loan modification underlying that claim, the Ninth Circuit says.
The FDCPA claim fails because non-judicial foreclosure proceedings
do not constitute "debt collection" under the Fair Debt Collection
Practices Act, the circuit court adds. The deed of trust explicitly
states the lender has the right to foreclose.
Finally, the Ninth Circuit finds that bankruptcy court did not err
in denying leave to amend, which the Duffs did not request, because
the "pleadings before the court demonstrate[d] that further
amendment would be futile." Even on appeal, the Duffs have not
identified how they would cure the deficiencies in their complaint,
the circuit court holds. Their failure to do so demonstrates "their
inability (or, perhaps, unwillingness) to make the necessary
amendment" and suggests that any amendment would be futile.
Accordingly, the Ninth Circuit affirms.
A full-text copy of the Memorandum dated March 31, 2022, is
available at https://tinyurl.com/4rpn7b3v from Leagle.com.
Charles L. Duff filed a Chapter 11 Petition (Bankr. C.D. Cal. Case
No. 18-11889) on November 12, 2018. The debtor is represented by
Robert D Bass, Esq., at Greenberg & Bass LLP.
CITY BREWING: Moody's Lowers CFR & Senior Secured Debt to B2
------------------------------------------------------------
Moody's Investors Service downgraded City Brewing Company, LLC's
("City", "City Brewing" or "the company") Corporate Family Rating
to B2 from B1, Probability of Default Rating to B2-PD from B1-PD,
and the rating on the company's senior secured bank credit
facilities to B2 from B1. This concludes the review of City's
ratings initiated on December 17, 2021. The rating outlook is
Stable.
The downgrade was prompted by materially negative deviation from
original growth and cash flow expectations as expansion in the hard
seltzer market slowed in 2021, leaving excess inventory in trade
channels for City's largest customers. Key customers pulled back on
orders until the inventory overhang could be cleared, which in turn
made City less efficient, because it did not downscale its cost
structure immediately due to concerns about worker shortages, and
because it expected the pull back to be temporary. Moody's expects
that the overhang will not be fully cleared until sometime in the
first half of 2022. This issue, combined with supply chain
challenges including can shortages and higher input costs for which
the company is largely reimbursed but at a lag, put pressure on
profit margins mostly in the back half of 2021.
Moody's now expects pro-forma debt to EBITDA leverage (including
Moody's adjustments) to rise to the high 5x range in 2021, compared
with an originally anticipated 3x. With lower growth expectations,
the company is also moderating the timing of growth CAPEX to better
align with demand, which will help to preserve cash. Nevertheless,
Moody's expects free cash flow to be marginal in 2022 after being
negative in 2021 due to capacity expansion, one-time costs
associated with refinancing and dividend payouts paid in connection
with the transaction. Moody's also anticipates that growth will be
more subdued going forward, allowing only modest leverage
improvement and keeping debt to EBITDA above 5x for at least
another 18 to 24 months.
The following ratings/assessments are affected by the action:
Ratings Downgraded:
Issuer: City Brewing Company, LLC
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3) from
B1 (LGD3)
Outlook Actions:
Issuer: City Brewing Company, LLC
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
City's B2 CFR reflects the company's position as the largest
non-brand owning alcoholic beverage co-packer in the US, with a
longstanding customer base, limited commodity/sourcing exposure,
and an asset base that is more geographically diverse with the 2021
addition of the Irwindale brewery in California. The company
benefits from attractive category positioning, with its business
skewed toward producing beverages in fast growing, premium beverage
categories leading to healthy margins. These strengths are
counterbalanced by smaller scale than most rated beverage
companies, operational risks associated with capacity expansion and
the build out of the Irwindale Brewery, negative free cash flow in
2021 due to transaction related items and capacity expansion, and
the risk of potential loss of business should categories currently
in favor begin to decline, or if customers move production in house
or to other co-packers.
City Brewing's adequate liquidity is constrained by a modest $14
million cash balance as of September 2021 and uncertainty regarding
the company's ability to generate meaningful positive free cash
flow over the next year. The company's $122 million revolving
credit facility expires in 2026 and provides good liquidity
support. As of the end of September the revolver was undrawn, but
the company indicated that it could draw under the revolver in
subsequent periods. The revolving credit facility is subject to a
springing Net Debt / EBITDA leverage covenant of 7.15x, which is
only tested if borrowings exceed 30% at the end of a quarter.
Moody's expects the company to have good cushion under the covenant
should it be tested. The term loan contains no financial
maintenance covenants.
ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS
Moody's regards the coronavirus outbreak as a social risk under
Moody's ESG framework, given the substantial implications for
public health and safety, and the government measures put in place
to contain it. Although an economic recovery is underway,
continuation will be closely tied to containment of the virus. As a
result, the degree of uncertainty around Moody's forecasts is high.
Volatility can be still expected in 2022 due to uncertain demand
characteristics, channel disruptions, and supply chain
disruptions.
In terms of other social factors, City faces the risk of shifts in
customer behavior as well as health and wellness considerations
including those around the responsible use of alcohol, factors,
which can influence consumption of products it produces.
From an environmental perspective, like other beverage companies,
City Brewing relies on having a sufficient supply of clean water
for its beverage products. The company has an environmental/
wastewater management system in place. Sustainable packaging
initiatives will also be a driver for the industry going forward.
City's governance is influenced by its private equity ownership,
which typically means a greater willingness to take on leverage,
pay large distributions or make leveraged acquisitions. Larger than
normal distributions were taken by its owners in 2020 and further
distributions were funded through the 2021 refinancing. Moody's
views the distributions as aggressive, at a time when the company
is also investing heavily to expand capacity and ramp up new volume
in newer beverage categories. Still, the company's stated plans to
lower debt-to-EBITDA leverage over time to under 4x (based on the
company's calculation) provides partial mitigation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that the company
will begin to see top line momentum restored as key customers
resume orders following the hard seltzer inventory reset, albeit at
a slower growth rate than previously expected, and as the company
adds new customers and products to absorb excess capacity. In
addition, the company will benefit from the gradual transition of
Blue Ribbon (Pabst) Brewing production from Molson Coors to City
Brewing before the end of 2024. Moody's assumes in the outlook that
leverage will not exceed 6x and that it will begin to moderate as
growth is restored and cash flow improves, allowing for debt
reduction. Should full year 2021 results show material negative
deviation from Moody's expectations, or recovery in 2022 fail to
materialize the rating would be revisited.
A rating upgrade could be considered as the company completes
expansion initiatives, gains greater scale, further diversifies its
customer base to reduce customer concentration, sustains healthy
margins, demonstrates a conservative financial policy such that
debt to EBITDA is sustained below 4.5x and generates solid,
consistent free cash flow.
A downgrade could be warranted in the case of operational
difficulties, including any material delays in getting new capacity
on-line to successfully ramp up production, significant drop off in
margins, loss of significant customer business that would leave
capacity underutilized, large debt financed shareholder returns or
acquisitions or if debt to EBITDA leverage exceeds 6.0x (including
Moody's adjustments).
The principal methodology used in these ratings was Alcoholic
Beverages published in December 2021.
Headquartered in La Crosse, WI, City Brewing Company, LLC is
engaged primarily in the contract production and packaging of
beverages including beer and malt based alcoholic beverages, teas,
energy drinks and soft drinks. Customers include large branded,
independent beverage makers and marketers, including companies
engaged in both the alcoholic and non-alcoholic beverage segments.
The company operates breweries in La Crosse, WI, Latrobe, PA and
Memphis, TN. The purchase of the Irwindale equipment and leasehold
added a fourth brewery on the west coast. The company is minority
owned by private equity firms Charlesbank, and Oaktree Capital
Management, with the majority held by Blue Ribbon Partners which is
led by American beverage entrepreneur Eugene Kashper. City's net
sales for the LTM ended September 30, 2021 were over $400 million,
however these revenues are predominately fees and thus may not be
comparable with revenues generated by other contract manufacturers.
CLAREHOUSE LIVING: Seeks Cash Collateral Access
-----------------------------------------------
Clarehouse Living, Inc. asks the U.S. Bankruptcy Court for the
Northern District of Georgia Atlanta Division, for authority to use
roughly $47,500 in cash collateral each month.
The Debtor has no source of income other than from payments
received with respect to fees charged to residents for staying in
rooms of its personal care home.
If the Debtor is not permitted to use the proceeds of its
resident's fees, it will have to close down its operations
forthwith without paying its employees and without being able to
conduct its business.
Oak Hill Properties assert an interest in the Debtor's cash
collateral.
As adequate protection, the Debtor proposes to provide replacement
liens to any lenders whose cash collateral is in the same priority
as held.
A copy of the motion is available at https://bit.ly/3K6DwIF from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/3DCTnvR from
PacerMonitor.com.
The Debtor projects $543,000 in total annual income and $252,060 in
total annual necessary expenses.
About Clarehouse Living, Inc.
Clarehouse Living, Inc.'s business consists of taking care of the
elderly or disabled residents in a licensed personal care home.
Clarehouse sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-50035 D) on January 3,
2022. In the petition signed by Clarence Williams III, chief
executive officer, the Debtor disclosed up to $1 million in both
assets and liabilities.
Greg T. Bailey & Associates is the Debtor's counsel.
CLINIGENCE HOLDINGS: Incurs $13.7 Million Net Loss in 2021
----------------------------------------------------------
Clinigence Holdings, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$13.67 million on $18.79 million of total sales for the year ended
Dec. 31, 2021, compared to a net loss of $5.65 million on $1.59
million of total sales for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $85.73 million in total
assets, $10.59 million in total liabilities, and $75.14 million in
total stockholders' equity.
The Company has an accumulated deficit of $31,888,477 and
approximately $6 million in convertible debt that matures within
the current year. As a result, the Company has suffered recurring
losses and requires significant cash resources to execute its
business plans. These losses are expected to continue for an
extended period of time. The aforementioned factors raise
substantial doubt about the Company's ability to continue as a
going concern.
Historically, the Company's major sources of cash have been
comprised of proceeds from various public and private offerings of
its common stock, debt financings, and option and warrant
exercises. During the year ended Dec. 31, 2021, the Company raised
approximately $14.4 million in gross proceeds from various public
and private offerings of its common stock.
As of Dec. 31, 2021, the Company had approximately $15.3 million in
cash and cash equivalents. According to the Company, although the
Company expects to have sufficient capital to fund its obligations,
as they become due, in the ordinary course of business until at
least Dec. 31, 2022, the actual amount of cash that it will need to
operate is subject to many factors. During the year ended Dec. 31,
2022, the Company expects to collect the receivable of $1.3 million
from the sale of its ACMG investment. The Company also decreased
its debt in 2021. With the funds raised and the other mitigating
factors the Company believes that it has enough cash to fund its
operations for one year from the date of filing. Therefore, such
conditions of substantial doubt as of Dec. 31, 2021 have
subsequently been alleviated.
The Company said it recognizes it will need to raise additional
capital in order to continue to execute its business plan in the
future. There is no assurance that additional financing will be
available when needed or that management will be able to obtain
financing on terms acceptable to the Company or whether the Company
will become profitable and generate positive operating cash flow.
If the Company is unable to raise sufficient additional funds, it
will have to further scale back its operations.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1479681/000160706222000229/clnh123121form10k.htm
About Clinigence Holdings
Clinigence Holdings -- http://www.clinigencehealth.com-- is a
healthcare information technology company providing an advanced,
cloud-based platform that enables healthcare organizations to
provide value-based care and population health management. The
Clinigence platform aggregates clinical and claims data across
multiple settings, information systems and sources to create a
holistic view of each patient and provider and virtually unlimited
insights into patient populations.
COMMUNITY VISION: Wins Access to IRS Cash Collateral
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Community Vision Development Programs, LLC to use cash collateral,
subject to the liens of the Internal Revenue Service, consistent
with the terms of their stipulation.
As previously reported by the Troubled Company Reporter, the
parties agree the IRS claims a lien in virtually all assets of the
Debtor by reason of four tax liens filed by the IRS with the
Minnesota Secretary of State. The IRS is owed $461,146.
As adequate protection, the Debtor will pay to the IRS a minimum of
$2,000 on or before the last day of each month in which the
Stipulation is in effect, beginning April 2022 and ending December
31, 2022, which payment will be set off against the secured portion
of the Debtor's obligation to the IRS.
In addition, to the extent of use of cash collateral, the Debtor is
authorized to grant the IRS a replacement lien in Debtor's
post-petition assets, including without limitation cash and cash
equivalents, equipment, contract rights, general intangibles and
all other post-petition property of the Debtor, together with the
proceeds and products thereof except that this replacement lien
will exclude any causes of action arising out of this bankruptcy
filing. Said replacement lien will be of the same priority, dignity
and effect as the IRS' pre-petition liens.
This lien and security agreement will be in addition to any liens
that the IRS had in the assets and property of the Debtor as of the
petition date. The replacement liens granted by the Debtor to the
IRS will be deemed properly perfected without further act or deed
on the part of the Debtor or the IRS.
The Court held that any breach of the Stipulation by any party will
entitle the other to seek an order from the Court enforcing the
terms of the Stipulation, including but not limited to immediately
terminating the Debtor's right to use cash collateral as set forth
in the Stipulation.
A copy of the order is available at https://bit.ly/3NFxAIQ from
PacerMonitor.com.
About Community Vision Development Programs, LLC
Community Vision Development Programs, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No.
21-42019) on November 12, 2021. In the petition signed by Marbue
Watkins, manager, the Debtor disclosed up to $50,000 in both assets
and liabilities.
Judge Katherine A. Constantine oversees the case.
Steven B. Nosek, Esq., at Steven B. Nosek, P.A. is the Debtor's
counsel.
CONNACHT CORPORATION: Unsecureds Will Get 8% of Claims in 3 Years
-----------------------------------------------------------------
Connacht Corporation d/b/a Colorize of Pittburgh filed with the
U.S. Bankruptcy Court for the District of Pennsylvania a Small
Business Chapter 11 Plan of Reorganization dated March 31, 2022.
Debtor Connacht Corporation is a Pennsylvania Corporation engaged
in the retail sale of paint and paint related products. The Debtor
currently operates retail stores in Wexford, Robinson Township,
Bethel Park and Canonsburg (Washington County).
Debtor's filing was the result of a confluence of events. The
underlying factor driving the filing was the impact of the pandemic
on the cash flow of the business. The decline in revenue, and the
uneven recovery during 2021 resulted in the Debtor taking on
additional debt to remain afloat. Further, the Cranberry location
saw a limited recovery in business and the landlord at that
location was unwilling to work with the debtor regarding the rent.
Ultimately, the debtor closed the Cranberry location in September
2021 and leading to the filing.
The Plan proposes to pay administrative and priority claims in full
unless otherwise agreed. The Debtor estimates approximately 8% will
be paid on account of general unsecured claims pursuant to the
Plan.
General unsecured Claims are not secured by property of the estate
and are not entitled to priority under §507(a) of the Code:
* Channel Partners Capital (Unsecured Portion of Claim). Paid
pro rata from the funds designated for the general unsecured pool.
At total distribution to unsecured creditors in the amount of
$18,000 is anticipated over a period of 3 years with annual
distributions of $6,000 to be made by debtor.
* Landmark Properties. Paid pro rata from the funds designated
for the general unsecured pool. At total distribution to unsecured
creditors in the amount of $18,000 is anticipated over a period of
3 years with annual distributions of $6,000 to be made by debtor.
* JP Morgan Chase Bank, N.A. Paid pro rata from the funds
designated for the general unsecured pool. At total distribution to
unsecured creditors in the amount of $18,000 is anticipated over a
period of 3 years with annual distributions of $6,000 to be made by
debtor.
* PNC Bank, N.A. Paid pro rata from the funds designated for
the general unsecured pool. At total distribution to unsecured
creditors in the amount of $18,000 is anticipated over a period of
3 years with annual distributions of $6,000 to be made by debtor.
Equity interest holders shall retain their equity interest.
The Debtor's plan of reorganization will be funded from the
debtor's income.
Debtor's financial projections show the Debtor's ability to make
future Plan payments in the aggregate amount of $14,000 during the
Plan term (the "Plan Funding"). The plan contemplates payments to
secured creditors in the amount of $11,863 in year one of the plan,
$12,863 in year two and $13,863 in year three. Additional annual
payments of $6,000 are to be made to unsecured creditors and
distributed pro-rata.
The final Plan payment is expected to be paid on the third
anniversary of the effective date, with the caveat that the SBA
loan will continue for the full 30 year term of said loan.
The Plan passes the Liquidation Test because the percentage
distributions to holders of general unsecured claims under the Plan
is projected to be 8%, whereas such Creditors are projected to
receive 0% in a hypothetical chapter 7 liquidation. Accordingly,
under the hypothetical Chapter 7 liquidation, although some Secured
Creditors will be paid in full, holders of Allowed Unsecured and
partially secured creditors will receive less favorable treatment
than what is proposed under the Plan.
A full-text copy of the Plan of Reorganization dated March 31,
2022, is available at https://bit.ly/3udGGoi from PacerMonitor.com
at no charge.
Debtor's Counsel:
Brian C. Thompson, Esq.
Thompson Law Group, P.C.
125 Warrendale Bayne Road, Suite 200
Warrendale, PA 15086
Tel: (724) 799-8404
Fax: (724) 799-8409
Email: bthompson@thompsonattorney.com
About Connacht Corporation
Connacht Corporation, doing business as Colorize of Pittsburgh,
owns and operates a paint and decorating store that services the
Pittsburgh, Pa. market.
Connacht Corporation filed its voluntary petition for Chapter 11
protection (Bankr. W.D. Penn. Case 21-22467) on Nov. 14, 2021,
listing up to $1 million in assets and up to $10 million in
liabilities. Regis Flaherty, president of Connacht Corporation,
signed the petition.
Judge Thomas P. Agresti presides over the case.
Brian C. Thompson, Esq., at Thompson Law Group, P.C. represents the
Debtor as legal counsel.
COUNTS FARMS: Proposes Online Auction of Assets Thru Shane Albright
-------------------------------------------------------------------
Counts Farms, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Alabama to authorize the sale of all of the estate's
right, title and interest in the Assets listed in Exhibit A by
online-only auction, free and clear of all liens, claims,
interests, and encumbrances.
On March 1, 2022, the Debtor filed an Application to Employ Shane
Albright Auctions as Broker for Public Sale of Equipment and
Inventory to help facilitate the sale of the Assets. The Court had
set the Motion for hearing on April 6, 2022.
The Debtor and First Metro Bank have agreed to the following
stipulations relating to the sale of Assets:
i. Identify each creditor who holds a perfected security
interest in such specific equipment.
ii. Preserve the right of any secured creditor to credit bid.
iii. Set a deadline by which any secured creditor must object
to a sale, the deadline within which they must provide a payoff to
the debtor so that your client and the auctioneer can determine
whether the bid amounts, after the deduction of costs and expenses
will exceed the lien amount otherwise, the creditor will have to
accept less or you would choose to abandon the collateral to that
creditor.
iv. Identify the equipment (titled motor vehicles) which are
not subject to any creditor's lien.
v. First Metro consents to a pro rata assessment of the
advertising costs as well as the auctioneer's fee plus pay $5,000
from its sales proceeds to the estate in consideration of the
auction process.
vi. The order must provide that the net proceeds are to be
payable to First Metro Bank, after the deduction of the sales
commission, pro rata share of advertising and the $5,000 payment to
the estate, and will be paid directly to the First Metro Bank by
the auctioneer.
Sound business judgment exists in support of the sale, in that the
sale will liquidate an unused asset, which would be expensive to
move from its current location. The proposed sale will generate
cash for use in the estate. Thus, the Court should grant the
relief requested in the Motion if the Debtor demonstrates a sound
business justification therefor.
A copy of the Exhibit A is available at
https://tinyurl.com/4dave8cy from PacerMonitor.com free of charge.
Counsel for Debtor:
Stuart M. Maples
MAPLES LAW FIRM, PC
200 Clinton Avenue West, Suite 1000
Huntsville, AL 35801
Telephone: (256) 489-9779
Facsimile: (256) 489-9720
E-mail: smaples@mapleslawfirmpc.com
About Counts Farms
On July 9, 2021, Counts Farms, Inc. filed a voluntary petition for
relief under Chapter 12 of Title 11 of the United States Code. The
case was converted to a Chapter 11 bankruptcy Bankr. N.D. Ala. Case
No. 21-81206-CRJ11) on Feb. 18, 2022.
CTI BIOPHARMA: Incurs $97.9 Million Net Loss in 2021
----------------------------------------------------
CTI Biopharma Corp. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$97.91 million for the year ended Dec. 31, 2021, compared to a net
loss of $52.45 million for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $72.43 million in total
assets, $68.67 million in total liabilities, and $3.77 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 31, 2022, citing that the Company has suffered
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
Fourth Quarter Financial Results
Operating loss was $35.4 million and $95.3 million for the three
months and year ended Dec. 31, 2021, respectively, compared to
operating loss of $14.8 million and $47.8 million for the
corresponding periods in 2020. The increase in operating loss for
the three months and year ended Dec. 31, 2021 as compared to the
comparable periods in 2020 resulted primarily from increases in
selling, general and administrative activities related to the
growth in the Company's commercial infrastructure and
commercial-launch readiness activities in support of
commercialization of VONJO, as well as research and development
activities related to the continued development of pacritinib.
Net loss for the three months ended Dec. 31, 2021 was $36.8
million, or $0.38 for basic and diluted loss per share, compared to
net loss of $15.0 million, or $0.20 for basic and diluted loss per
share, for the same period in 2020.
As of Dec. 31, 2021, cash and cash equivalents totaled $65.4
million. As of Dec. 31, 2020, cash, cash equivalents and
short-term investments totaled $52.5 million. The Company expects
its current cash and cash equivalents, together with $60.0 million
received from DRI Healthcare Trust following FDA approval of VONJO,
will enable the Company to fund its operations into the fourth
quarter of 2022.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/891293/000089129322000010/ctic-20211231.htm
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.
DALEX DEVELOPMENT: May 3 Disclosure Statement Hearing Set
---------------------------------------------------------
Judge John K. Sherwood has entered an order within which May 3,
2022 at 10:00 am in Courtroom 3D, United States Bankruptcy Court,
50 Walnut St., Newark, NJ 07102 is the hearing on the adequacy of
the Disclosure Statement of Debtor Dalex Development Inc.
In addition, written objections to the adequacy of the Disclosure
Statement shall be filed and served no later than 14 days prior to
the hearing.
A full-text copy of the order dated March 31, 2022, is available at
https://bit.ly/3uSSMSW from PacerMonitor.com at no charge.
Counsel to the Debtor:
PORZIO, BROMBERG & NEWMAN, P.C.
100 Southgate Parkway
P.O. Box 1997
Morristown, New Jersey 07962
Tel: (973) 538-4006
Fax: (973) 538-5146
Warren J. Martin, Jr., Esq.
Christopher P. Mazza, Esq.
David E. Sklar, Esq.
E-mail: wjmartin@pbnlaw.com
cpmazza@pbnlaw.com
desklar@pbnlaw.com
About Dalex Development
Dalex Development, Inc., a company in Wayne, N.J., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J.
Case No. 21-17577) on Sept. 28, 2021, listing up to $50,000 in
assets and up to $10 million in liabilities. Judge John K.
Sherwood oversees the case. Porzio, Bromberg & Newman, P.C., is
the Debtor's legal counsel.
DCIJ BEE HIVE: Wins Cash Collateral Access
------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin has
authorized DCIJ Bee Hive, LLC to use cash collateral on an interim
basis in accordance with the budget through the date of the final
hearing which will be noticed separately.
In order to provide adequate protection for the Debtor's use of
cash collateral, the Debtor agrees to make an interest only-payment
to Citizens Community Federal in the amount of $18,227 due on or
before April 15, 2022, and continuing monthly thereafter until
entry of a final hearing order. The Debtor also agrees to provide
CCF bi-weekly cash flow statements, similar in form to the budget.
To provide adequate protection, all secured creditors, to the
extent they hold valid security interests and properly perfected
liens as of the Petition Date under applicable law, are granted a
replacement lien to the same extent and in the same priority as
held prepetition. The adequate protection replacement liens will be
deemed valid and perfected upon entry of the Order. The Debtor will
also maintain adequate insurance coverage on all personal property
and adequately insure against any potential loss.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3K4pebw from PacerMonitor.com.
The Debtor projects $62,000 in total revenues and $42,950 in total
expenses for April 2022.
About DCIJ Bee Hive, LLC
DCIJ Bee Hive, LLC is part of the health care industry. DCIJ Bee
Hive sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D. Wis. Case No. 22-10427) on March 25, 2022. In the
petition signed by Daniel Peko, managing member, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Catherine J. Furay oversees the case.
Evan M. Swenson, Esq., at Swenson Law Group, LLC, is the Debtor's
counsel.
DELCATH SYSTEMS: Incurs $25.6 Million Net Loss in 2021
------------------------------------------------------
Delcath Systems, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$25.65 million on $1.30 million of product revenue for the year
ended Dec. 31, 2021, compared to a net loss of $24.16 million on
$1.16 million of product revenue for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $33.12 million in total
assets, $21.17 million in total liabilities, and $11.95 million in
total stockholders' equity.
On Dec. 31, 2021, the company had cash, cash equivalents and
restricted cash totaling $27.0 million, as compared to cash, cash
equivalents and restricted cash totaling $28.7 million on Dec. 31,
2020. During the three months ended Dec. 31, 2021 and Dec. 31,
2020, the Company used $6.4 million and $5.0 million, respectively,
of cash in its operating activities.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
30, 2022, 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 its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Fourth Quarter 2021 Results
Product revenue for the three months ended Dec. 31, 2021, was
approximately $0.2 million, compared to $0.4 million for the prior
year quarter from sales of CHEMOSAT in Europe. Other income for
the quarter was $1.9 million compared to $0.1 million in the prior
year quarter with the increase primarily due to the acceleration of
deferred revenue caused by the termination of the medac license
agreement. Research and development expenses for the quarter were
$3.6 million compared to $2.7 million in the prior year quarter.
Selling, general and administrative expenses for the quarter were
approximately $3.0 million compared to $4.5 million in the prior
year quarter. Total operating expenses for the quarter were $6.6
million compared with $7.3 million in the prior year quarter.
Expenses for the quarter included approximately $1.6 million of
stock option expense compared to $3.5 million in the prior year
quarter.
The Company recorded a net loss for the three months ended Dec. 31,
2021, of $5.3 million, compared to a net loss of $7.0 million for
the same period in 2020.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/872912/000119312522090104/d663303d10k.htm
About Delcath Systems
Headquartered in New York, NY, Delcath Systems, Inc. --
http://www.delcath.com-- is an interventional oncology company
focused on the treatment of primary and metastatic liver cancers.
The Company's lead product candidate, Melphalan Hydrochloride for
Injection for use with the Delcath Hepatic Delivery System, or
Melphalan/HDS, is designed to administer high-dose chemotherapy to
the liver while controlling systemic exposure and associated side
effects. In Europe, Melphalan/HDS is approved for sale under the
trade name Delcath CHEMOSAT Hepatic Delivery System for Melphalan.
DEMZA MASONRY: Unsecured Creditors to Split $111K in Plan
---------------------------------------------------------
Demza Masonry, LLC, submitted a First Modified Small Business Plan
of Reorganization dated March 31, 2022.
Currently, Debtor is working on a project for Belle Associates,
LLC, with an expected profit upon completion of $72,861.78. Debtor
has submitted two more bids for future projects with Belle
Associates, LLC, with expected start times of May and June 2022
respectively. These projects would bring in estimated profits of
$366,702.40 and $324,011.60 over the course of the next two years.
Debtor currently has bids out with multiple contractors for smaller
jobs from August of 2021, which have yet to go through, but should
Debtor be successful on such bids, Debtor will likely generate
profits of roughly $1,200,000.00. To that end, Debtor is beginning
estimations on projects as these projects begin to accept new bids,
while simultaneously updating previous bids for submission.
Class One consists of a Priority Unsecured Claim held by National
Labor Relations Board. The judgment creditor filed Proof of Claim
No. 6 in the Claims Register of this case asserting av priority
unsecured claim of $40,950.00. Debtor shall pay the priority
unsecured claim holder in monthly installments for the duration of
the Plan commencing upon the first month following the Effective
Date and each month thereafter for a total of 60 consecutive
months.
Class Two consists of holders of General Unsecured Claims. Subject
to objection of claims in accordance with the Plan, the Debtor
estimates the amount of claim in this class to total $1,331,245.80.
In accordance with the Debtor's Cash Flow Analysis the Debtor has a
projected Disposable Income of $110,728.42.
Commencing on the first day of the first month following the
Effective Date of the Plan (the "Initial Payment") and quarterly
thereafter for a total of 20 quarters, the Debtor shall make
payments on a pro rata basis to undisputed, liquidated, non
contingent claims as scheduled or filed, subject to timely
objection to the validity or extent of each claim holders (the
"Allowed Unsecured Claims") in an amount equal to the annual
projected disposal income of the Debtor. Accordingly, over the life
of the Plan, Class Two holders will share pro rata in the total
amount of $110,728.42.
The Plan will be funded from a combination of (i) funds on hand in
the estate at the time of Confirmation; and (ii) future income
generated by Debtor through the course of business during the sixty
months of the Plan beginning on the Effective Date of the Plan. The
Cash Flow Analysis illustrates the amount of income received from
business earnings and the resulting Disposable Income.
Debtor is focusing on renewing previous bids for projects that are
only just starting to accept bids again after the Covid-19
pandemic, in addition to bidding on entirely new projects,
including projects for a current client, Belle Associates, LLC, of
which the two projects bid on would bring in estimated profits of
$366,702.40 and $324,011.60.
A full-text copy of the First Modified Plan dated March 31, 2022,
is available at https://bit.ly/3Jc4hd9 from PacerMonitor.com at no
charge.
Attorneys for Debtor:
SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP
1599 Hamburg Turnpike
Wayne, NJ 07470
Tel: 973-696-8391
dstevens@scura.com
David L. Stevens
About Demza Masonry
Demza Masonry, LLC is a New Jersey based mason subcontractor that
provides masonry in the commercial, industrial, pharmaceutical, and
multi unit residential new building construction segment.
The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No. 21
18868) on Nov. 16, 2021. In the petition signed by Willie J.
Dempsey, member, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. David L.
Stevens, Esq. of SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP,
is the Debtor's counsel.
DI-CHEM AND QUALITY: ChemStation Buying 2 Toyota Forklifts for $20K
-------------------------------------------------------------------
Di-Chem and Quality Technology, LLC, asks approval from the U.S.
Bankruptcy Court for the Western District of Texas to sell its
Toyota Forklift, Serial No. 8FGCU25-32255, and Toyota Forklift,
Serial No. 8FGCU25-39565, to ChemStation International for $10,000
each, free and clear of any liens, claims and encumbrances.
Di-Chem is not in the business of selling industrial equipment such
as forklifts to third parties. The sale of the Forklifts would be
out of the ordinary course of its business requiring Court
authorization.
Di-Chem is a Franchisee of ChemStation. ChemStation has approached
Di-Chem and offered to purchase the Forklifts for $10,000 each,
$20,000 for both pieces of equipment.
i-Chem believes that the offer is reasonable. Its principal Marcos
Paoli has reviewed the current market value of similar models and
believes that $10,000 per forklift is a reasonable valuation. The
$10,000 per forklift is higher than what Di-Chem estimated them to
be worth on the Petition Date.
Di-Chem is prepared to sell the Forklifts to ChemStation for the
total purchase price of $20,000.
No secured creditor claims an interest in the Forklifts or the
resulting sales proceeds as the liens on the personal property have
been paid off. If the sale is approved, Di-Chem through its
principal Marcos Paoli, will transfer title to ChemStation or any
other approved purchaser.
No broker was retained to conduct the sale. There will be no costs
of sale incurred.
Di-Chem intends to pay post-petition operating and administrative
expenses with the sales proceeds.
About Di-Chem and Quality Technology
Di-Chem and Quality Technology, LLC filed a petition for Chapter
11
protection (Bankr. W.D. Texas Case No. 21-30650) on Aug. 31, 2021,
listing up to $500,000 in assets and up to $1 million in
liabilities.
Judge H. Christopher Mott oversees the case.
Miranda & Maldonado, P.C. represents the Debtor as legal counsel,
while the Law Office of Daniel S. Gonzalez serves as the Debtor's
special litigation counsel.
DIGITAL MEDIA: S&P Alters Outlook to Negative, Affirms 'B' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on digital marketing
solutions provider Digital Media Solutions Inc. (DMS) to negative
from stable. At the same time, S&P affirmed all of its ratings on
DMS, including the 'B' issuer credit rating.
The negative outlook on the company reflects the potential for a
lower rating if leverage remains above 6x and FOCF to debt remains
below 5% over the next year.
The outlook revision reflects DMS' weaker-than-expected guidance
for 2022, the uncertainty around future pricing pressure on the
company's insurance leads, and rising costs due to inflation.
S&P said, "We expect leverage will decline materially to 5.3x-5.5x
in 2022 from 7x in 2021 due to incremental revenue from recent
acquisitions and the rolling-off of one-time transaction and
restructuring costs. Leverage should also improve as the company
pays down its contingent consideration. However, this compares
unfavorably to our expectation in April 2021 of leverage of
3.5x-3.7x for 2022. The higher projected leverage stems from lower
expected earnings due to weak bid prices within its auto insurance
business (about 25%-30% of total revenue). The company's auto
insurance carriers are experiencing higher loss ratios and are thus
curtailing advertising spending. DMS is also facing inflationary
pressures that are resulting in elevated staffing costs and rising
media costs given nearly all the company's internet traffic is
paid. Although we expect leverage to improve in 2022, we believe
there is operating uncertainty until the company's auto insurance
business recovers more strongly and cost pressures subside. The
company believes its auto insurance advertising bid prices are only
up 20% from their trough in December 2021 and that the
auto-insurance recovery will likely not be quick. We don't expect
significant deleveraging until the end of 2022 and potentially not
until 2023 if current operating trends do not reverse."
DMS' pay-for-performance business model makes it vulnerable to
operating performance volatility.
The company's revenue model typically consists of a
pay-for-performance structure (for example, cost per lead), where
it takes responsibility for attracting and delivering leads to its
clients with the expectation that these leads will convert into
sales. If DMS is unable to deliver a sufficient amount of
high-quality leads that its clients are thereafter converting into
customers, its clients could look to revise their pricing for DMS'
services or solicit marketing services elsewhere. If DMS is
required to spend more on advertising and traffic acquisition to
maintain the quality of its deliverables, we believe it would have
limited ability to pass on the cost increases and incremental ad
spending to its clients. This creates operating uncertainty and
makes DMS vulnerable to earnings volatility through its performance
marketing revenue.
DMS will benefit from strong digital advertising spending that
might ease pricing and cost pressures.
The company is benefitting from the ongoing shift to digital
customer acquisition from offline acquisition. As more customers
make their purchase decisions online, the company has a larger pool
of potential activations. The company generates about 45% of its
revenue from its owned and operated websites across multiple
industry verticals that are unrelated to a specific vendor in its
marketplace segment. These websites are not brand specific and can
provide greater pricing and a more competitive moat for DMS than
its client-branded direct marketing solutions. DMS' next two
largest market verticals--health insurance (20%-25% of revenue) and
ecommerce (15%-20%)--had positive growth momentum in the company's
2021 fourth-quarter, and they will likely benefit from increased
digital advertiser spending in 2022. However, these segments might
also face rising inflationary and supply-chain issues in 2022,
which could mitigate the potential for overall margin improvement.
The negative outlook reflects the potential for a lower rating if
leverage remains above 6x and FOCF to debt remains below 5% over
the next year. This could stem from earnings and inflationary
pressures limiting the company's ability to deleverage
significantly from 7x as of Dec. 31, 2021.
S&P could lower the rating if leverage remains above 6x and FOCF to
debt remains below 5% over the next year without a clear near-term
deleveraging path. This could occur if:
-- Organic revenue and EBITDA growth underperform S&P's base case
because of continued sluggishness in the insurance vertical or a
pullback in other advertising categories due to economic weakness,
higher-than-expected increases in wages and media costs, or
increased competition; or
-- The company pursues debt-financed acquisitions or shareholder
returns.
S&P could revise the outlook back to stable if:
-- Operating trends improve, such that the company's bid prices
from its auto insurance advertisers recover and cost pressures
subside;
-- The company reduces its leverage below 6x, and S&P expects it
to be sustained there; and
-- FOCF to debt remains above 5% on a sustained basis.
DON KOJIMA: River Rock Buying Newport Coast Property for $10.65MM
-----------------------------------------------------------------
Don Kojima and Susan Kojima ask the U.S. Bankruptcy Court for the
Central District of California to authorize the sale of the real
property consisting of their single-family residence located at 7
Shoreridge, in Newport Coast, California 92657, to River Rock, LLC,
for the purchase price of $10.65 million, pursuant to the terms of
their California Residential Purchase Agreement and Joint Escrow
Instructions, Seller Counter Offer No. 1, Buyer Counter Offer No.
1, Buyer Counter Offer No. 2, and Related Disclosures.
A hearing on the Motion is set for April 13, 2022, at 10:00 a.m.
On Nov. 16, 2021, the Property was listed for sale by John
McMonigle of Residential Agent, Inc., also known as The McMonigle
Team at Agent Inc., the Court approved real estate broker, for the
listing price of $11,998,000. After extensive marketing of the
Property, the Debtors determined, subject to the approval of the
Court, to sell to the Buyer the Property for the gross purchase
price of $10.65 million, pursuant to the terms and conditions of
the Purchase Agreement. Contingencies under the Purchase Agreement
have been satisfied or waived except for the financing contingency,
which the Debtors believe will be satisfied or waived on March 28,
2022, in accordance with the terms of the Purchase Agreement.
The Debtors believe strongly that the proposed sale of the Property
is in the best interests of their creditors and the Debtors because
substantial sale proceeds will be generated from the proposed sale
which will enable 100% payment to the four creditors that assert
secured claims against the Debtors.
Mr. Kojima, with the assistance of his wife, is a life-long real
estate investor and developer. On Feb. 11, 1999, the Debtors
acquired an undeveloped approximate .4-acre parcel of land located
at 7 Shoreridge, Newport Coast, CA 92657 for the purpose of
developing the Property, which is a custom single-family residence
for the Debtors, their son Cameron, and Mr. Kojima's elderly
parents to reside. In 2002 the Debtors completed development of
the Property, which consists of approximately 12,212 square feet,
located on three levels, including a finished basement and
subterranean garage. The Debtors own and occupy the Property as
their primary and sole residence.
In addition to the Property, the Debtors' principal assets consist
of a 66.67% ownership interest in Kojima Development Co., LLC, a
California limited liability company ("KDC"). The Debtors' son
Cameron owns the remaining 33.33% interest in KDC.
KDC is a business entity the Debtors have used over many years to
acquire, operate, and develop real estate. KDC is the 66.67% owner
and managing partner of Cameron Ranch Associates, LLC, a California
limited liability company ("CRA"). The remaining approximate
33.33% ownership interest is held by several private party
investors, including Cordell "Cory" Meredith.
CRA owns an approximate 400-acre farm located in Madera County,
California, on the outskirts of the City of Chowchilla, and also
owns an approximate 600-acre farm located in Riverside County,
California, on the outskirts of the City of Banning.
The Chowchilla Property is a working almond ranch. However, KDC
and CRA always intended to develop the Chowchilla Property into a
multi-use residential and commercial property. KDC and CRA are now
in the process of proceeding with their plans to develop the
Chowchilla Property into a multi-use project consisting of
single-family residences, multi-family unit apartments, and several
retail and office buildings, which development is supported by the
City of Chowchilla.
The Riverside Property consists of raw land that is zoned for
residential development. KDC and CRA are now in the entitlement
process for the development of 154 single family custom homes,
which has the support of the County of Riverside.
The Chowchilla Property was acquired by the Debtors in 2006, and
thereafter contributed to CRA as partial consideration for the
Debtors' ownership interest in CRA and its ability to earn
management fees from KDC. While the operation of the almond farm
on the Chowchilla Property was supposed to be self-sufficient and
generate profits, a series of unfortunate and unforeseen events led
to massive losses, and a need for substantial capital infusions to
preserve, protect and maintain the Chowchilla Property.
Collectively, these problems resulted in the Debtors borrowing
money from the four secured creditors identified above, that they
in turn contributed or loaned to KDC and CRA, to preserve, protect
and maintain the Chowchilla Property. Presently, KDC owes the
Debtors approximately $4.5 million consisting of monies loaned, and
deferral of unpaid management fees. On May 26, 2021, the Debtors
filed their chapter 11 case in order to halt a foreclosure sale by
Mr. Meredith, the 4th trust deed holder, and thereby protect and
preserve the equity in the Property, and to otherwise reorganize
the Debtors' financial affairs for the benefit of the Debtors and
all of their creditors.
The secured claims against the Property consist of: (1) four claims
evidenced by promissory notes secured by deeds of trust, as
follows: Wells Fargo Bank with an approximate claim amount of $2.4
million; Bank of America with an approximate claim amount of $2.9
million; Katherine Meredith with an approximate claim amount of
$980,000; and Mr. Meredith with an approximate claim amount of
$1,985,445.
At the closing on the sale of the Property, the Debtors intend to
authorize disbursement of the sale proceeds directly from escrow to
pay off the secured claims of Wells Fargo, Bank of America, Ms.
Meredith, and Mr. Meredith, which the Debtors estimate will
aggregate approximately $8.3 million.
On Nov. 16, 2021, the Debtors retained the Broker, John McMonigle
of Residential Agent, Inc., also known as The McMonigle Team at
Agent Inc., to list and market the Property for sale. After listing
the Property for sale on the local multiple listing service, the
Broker engaged in extensive marketing efforts. After extensive
marketing of the Property, the Debtors have determined, subject to
the approval of the Court, to sell the Property to the Buyer for
the gross purchase price of $10.65 million, free and clear of all
Liens and Encumbrances, and pursuant to the terms and conditions of
the Purchase Agreement.
The Debtors believe that, unless there are bona-fide objections to
the Motion that are not consensually resolved, the protections
afforded by Rule 6004(h) would be inapplicable to the sale of the
Property. Further, the circumstances of the case militate in favor
of allowing the transaction contemplated by the Purchase Agreement
as soon as possible. Accordingly, the Debtors request that the
Court order that the sale may be effectuated immediately upon entry
of the order of the Court granting the Motion.
Don Kojima and Susan Kojima sought Chapter 11 protection (Bankr.
C.D. Cal. Case No. 21-11352) on May 26, 2021. The Debtors tapped
Richard Golubow, Esq., as counsel.
DTI HOLDCO: S&P Raises ICR to 'B-' on Refinancing, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on New
York-based provider of alternative legal services DTI Holdco Inc.
(doing business as Epiq) to 'B-' from 'CCC+' because the
transaction will extend its maturity profile and provide it with
additional liquidity.
At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to Epiq's proposed first-lien credit facilities.
S&P does not rate the second-lien term loan.
The stable outlook reflects S&P's expectation for a modest rise in
the company's revenue and stable EBITDA margins such that its S&P
Global Ratings-adjusted leverage is maintained in the low-6x area
while it sustains free operating cash flow (FOCF) to debt in the
3%-5% range.
Epiq's recapitalization will alleviate its liquidity risk by
extending the near-term maturity. The company is extending the
maturity of the existing first-lien term loan to 2029 from 2023 and
increasing its revolver commitment to $125 million (unfunded at
close) from $75 million. Pro forma for the transaction, S&P
estimates the company's S&P Global Ratings-adjusted leverage will
be in the low-6x area as of March 31, 2022 which is down from about
10x the previous year.
Epiq has restored its performance to pre-pandemic levels supported
by its positive operating momentum. The company's legal solutions
business--its largest segment--has continued to deliver strong
bookings, including a more than 25% year-over-year rise due to
increased sales productively from its prior investments in its
sales team and new service offerings. Going forward, S&P expects
performance to modestly improve on revenue growth and almost stable
EBITDA margins.
Financial policy and the approach to funding acquisitions will be
key ratings consideration. Following the refinancing, S&P expects
Epiq to invest in its organic expansion and possibly pursue more
tuck-in M&A to bolster its competitive position by enhancing its
proprietary technology and increasing the adoption of its cloud
solutions. These assets would likely command higher EBITDA purchase
multiples than the approximately 8x level it previously
transacted.
The stable outlook on Epiq reflects S&P's expectation for a 3%-5%
rise in its organic revenue and stable EBITDA margins in the
18%-19% range, such that its S&P Global Ratings-adjusted leverage
is maintained in the low-6x area while it sustains FOCF to debt in
the 3%-5% range.
S&P could raise its ratings on Epiq if it sustains S&P Global
Ratings-adjusted leverage of less than 6x and FOCF to debt of more
than 6%. Under this scenario, S&P would also expect:
-- Market share gains supporting 6%-9% organic revenue growth;
-- Improved EBITDA margin in the 20% area supported by cost
savings and an improved customer mix towards corporate clients;
-- Improved cash flow conversion which could result from lower
days sales outstanding (DSOs); and
-- Prudent approach to M&A finance, with earnings that are
immediately accretive to its EBITDA margins.
S&P could lower its ratings on Epiq if S&P views its capital
structure as unsustainable and believe a debt restructuring or
payment default is likely. Under this scenario, S&P would expect:
-- Market share losses resulting in a material decline in bookings
that leads to lower sustained revenue;
-- EBITDA margin declines due to pricing pressure and/or elevated
investments to stay competitive;
-- Sustained FOCF deficits resulting in revolver usage of more
than 35%; and
-- Large debt-funded and non-accretive M&A.
ESG credit indicators: To E-2; S-2; G-3; From E-2; S-3; G-3
S&P said, "Governance is a moderately negative consideration in our
analysis of Epiq, as is the case for most of the entities we rate
that are 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 its controlling
owners. This also reflects private-equity owners' generally finite
holding periods and focus on maximizing shareholder returns. In
addition, Epiq was a target of a cyberattack that led to system
outages preventing it from taking on new case work from clients as
well as minimal client attrition. Since the attack, the company has
invested in new security protocols and has received leading
industry scores from third-party security rating firms."
EDUCATIONAL TECHNICAL: Selling Interest in Personal Property
------------------------------------------------------------
Educational Technical College Inc. asks the U.S. Bankruptcy Court
for the District of Puerto Rico to approve the sale of its interest
in the personal property listed in Exhibit 1.
The Debtor listed in its Schedules an interest in the Property. The
Property consists mainly of furniture, equipment used in the
various laboratories for the courses offered by the Debtor, office
equipment, fixtures, among other. The same is located in the
premises located at Coamo, Puerto Rico which is being surrendered
to the landlord. Furthermore, the Debtor is commencing its distance
learning module and does not need the inventory for its future
operations.
The Property may be sold in bulk as one lot in the amount of
$35,499 or as separate items with the values detailed in Exhibit 1.
Should the items be sold separately, the estimated total amount to
be received is $50,870.11. This amount is subject to the
realization of the sale of all items detailed therein. The Debtor
will cover any and all expenses related to the sale of the
Property.
The Property serves as collateral to the Small Business
Administration, who holds alien over the Debtor's personal
property, including furniture and fixtures, equipment, accounts
receivables and intangibles among others, as per the terms and
conditions of the Economic Injury Disaster Loan issued to the
Debtor on May 25, 2020 and the registered UCC financing statement
dated June 9, 2020. The total value of SBA's entire collateral is
listed in over $1.1M as per amended Schedule A/B.
The Debtor proposes to provide as adequate protection to SBA 10% of
the net proceeds, to be applied to the principal amount ofthe
secured claim. The Debtor needs the remaining balance of the sales
price in order to cover operating expenses as well as other
administrative expenses accrued. These funds will allow the Debtor
to maintain its operations including the launch of its distance
learning educational module which will start to produce regular
income for the Debtor necessary for its reorganization.
It must be underscored that due to the Debtor's inability to have
access to its funds because of the pre-petition garnishment
performed by Atue Real Estate S.E. and the protracted litigation
related to the return of those funds to the Debtor, the operations
of the Debtor were impaired and it was unable to generate regular
income as it had been producing prior to the bankruptcy filing.
Therefore, these funds are indispensable in order for the Debtor to
be able to recuperate from this business interruption and relaunch
its new business module through the distance learning courses.
The Debtor has not requested authorization to retain the services
of a Notary because none is needed due to the nature of the
Property and the terms of the sale.
In order to minimize expenses related to the sale, the Debtor is
actively marketing the Property through the resources of its
principal stockholder, Mr. Emilio Huyke, who has over 30 years
experience in the advanced educational field. The Debtor will be
marketing the same online through Facebook, Twitter and Ebay and
will be sending promotional pamphlets to the various vocational
schools and other educational institutions. This reduces the
marketing costs and the need to engage a third party for such
purpose.
The most significant expense associated with the sale is the moving
cost from the Coamo facility to the Bayamén facility. Thereafter,
all other expenses related to further transportation of the
Property after the sale is consummated will be covered by the
purchasers.
The expenses related to the sale are as follows: Adequate
Protection Payment to SBA - 10% of Net Proceeds; Moving Costs -
$8,000; and Marketing Costs - $400.
The Debtor requests that the transfer of the Property be free and
clear of all liens.
The Debtor needs to be able to achieve the sale of the Property on
urgent basis in order to ensure that it will have the funds needed
for operations and the launching of the distance learning courses
and complete the move of the Property from the Coamo premises in
order to surrender the same to the landlord during the month
ofApril 2022.
Therefore, the Debtor needs the prompt authorization by the
Honorable Court in order to start an aggressive marketing campaign
and achieve the sale of the Property as soon as possible. It
respectfully requests that the time for objections to the sale of
the Property be reduced to seven days under Rule 9006 of the
Federal Rules of Bankruptcy Procedure.
A copy of the Exhibit 1 is available at
https://tinyurl.com/3s7n38tt from PacerMonitor.com free of charge.
About Educational Technical College
Bayamon, P.R.-based Educational Technical College, Inc. filed a
voluntary petition for Chapter 11 protection (Bankr. D.P.R. Case
No. 21-02392) on Aug. 9, 2021, listing $1,969,503 in assets and
$1,407,201 in liabilities. Emilio E. Huyke, president of
Educational Technical College, signed the petition.
Judge Edward A. Godoy oversees the case. Carmen D. Conde Torres,
Esq., at C. Conde & Assoc., and Dage Consulting CPA's, PSC serve
as
the Debtor's legal counsel and accountant, respectively.
ELITE HOME: Wins Cash Collateral Access, DIP Loan
-------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
authorized Elite Home Products, Inc. to use cash collateral and
continue using the revolving credit facility from M&T Bank, both
being subject to the terms and conditions of the parties' Loan
Documents, which will be fully applicable post-petition, within and
for the purposes specified in the Cash Collateral Budget, with a
15% variance.
The Debtor requires immediate authority to use cash collateral and
continue its prepetition financing arrangements with the Bank to
continue its business operations without interruption toward the
objective of a sale of its operating business assets to a buyer
that will continue to operate the business and maintain employment
of material portions of the Debtor's workforce or through an
orderly liquidation.
Elite is party to secured loan agreements with the Bank. The
original loan dates back to September 28, 2012. The original loan
documentation included, among other documents, a Credit Agreement,
a Revolving Line Note in the amount of $9,000,000, a General
Security Agreement and a Continuing Guaranty.
Elite remains within the formula set forth under the borrowing
agreements with the Bank. As of the petition date, the balance due
to the Bank is approximately $2.6 million.
As adequate protection for use of cash collateral, the Bank is
granted a replacement perfected security interest in all
post-petition assets of the Debtor and a post-petition lien and
security interest on all post-petition property and assets of the
Debtor within the definition of the Bank Collateral, to secure the
Obligations, which lien and security interest will be a first
priority lien and security interest.
To the extent the adequate protection provided in the Order proves
insufficient to protect the Bank's interest in and to the cash
collateral, the Bank will have a superpriority administrative
expense claim, pursuant to Section 507(b) of the Bankruptcy Code,
senior to any and all claims against the Debtor under Section
507(a) of the Bankruptcy Code, whether in the proceeding or in any
superseding proceeding.
The liens and security interests granted are automatically deemed
perfected upon entry of the Order without the necessity of the Bank
taking possession, filing financing statements, mortgages or other
documents.
The final hearing on the matter is scheduled for May 2 at 11 a.m.
A copy of the order and the Debtor's 13-week budget is available at
https://bit.ly/3NF5ZHs from PacerMonitor.com.
The Debtor projects $1,898,650 in total net revenue and $1,142,996
in total disbursements for the 13-weeks ending June 13, 2022.
About Elite Home Products, Inc.
Elite Home Products, Inc. is a home textile company that offers a
wide variety of sheets, duvets/comforter covers, bedding ensembles,
quilt sets, blankets & throws, and flannel.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 22-12353) on March 24,
2022. In the petition signed by Scott R. Perretz, president, the
Debtor disclosed $6,314,175 in assets and $11,104,637 in
liabilities.
Genova Burns LLC represents the Debtor as lead counsel, Winne Banta
Basralian and Kahn, P.C. is the special counsel, Getzler Henrich
and Associates, LLC is the financial advisor, SAX LLP is the
accountant.
ENDEAVOR GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Endeavor Group Holdings
Inc. to stable from negative and affirmed its 'B' issuer credit
rating.
S&P said, "At the same time, we affirmed our 'B' issuer credit
ratings on the company's borrower subsidiaries, WME IMG Holdings
LLC and UFC Holdings LLC, and affirmed our 'B' issue-level ratings
on their respective secured debt facilities.
"The stable outlook reflects our expectation that Endeavor will
organically increase the revenue from its sports, events, and
representation businesses such that its consolidated EBITDA margins
improve to 19%, its leverage declines to about 6.3x, and its free
operating cash flow (FOCF) to debt expands to about 7% in 2022.
"The 'B' rating and stable outlook reflect our expectation that
Endeavor's revenue and profitability will benefit from the return
of live events and the favorable ongoing demand dynamics for its
media and entertainment offerings such that its leverage declines
to about 6.3x in 2022 and about 5.7x in 2023. We believe this
reduction in its leverage will substantially reduce the company's
downside risk at the current rating.
"We expect the company to organically increase the revenue from
each of its operating segments supported by favorable customer
demand and a recovery in the live events space. Endeavor
substantially improved its revenue during 2021 due to the continued
withdrawal of government-imposed restrictions related to the
pandemic, the improving global economy, and continued consumer
demand for its various media and entertainment offerings. We expect
each of the company's reporting segments will sustain a robust
expansion in their organic revenue in 2022 and 2023.
"We believe the Owned Sports Properties segment will primarily
benefit from growth in Endeavor's Ultimate Fighting Championship
(UFC) and Professional Bull Riding (PBR) content supported by the
favorable demand for media rights and sponsorships, improved ticket
pricing, and an increased number of PBR events. We note that the
revenue from the company's high-margin UFC business has been
resilient over the course of the pandemic. We expect this unique
sports entertainment property will support Endeavor's consolidated
revenue not only through the expected growth in its live event and
pay-per-view ticket sales, but also by its high visibility
distribution agreement through ESPN's cable channels and ESPN+.
"We believe the Events, Experiences, and Rights segment will
benefit from the ongoing rebound in the number of live events
relative to the prior year, favorable pricing opportunities, new
prospects for its On Location venue service offerings, and
continued secular demand for its sports betting offerings, such as
IMG Arena. We anticipate the company will close its acquisition of
OpenBet in the third quarter of 2022, which it will then combine
with IMG Arena to create a new reporting segment that further
supports its sports betting services. Endeavor's recently completed
acquisition of the Mutua Madrid Open will also bolster the increase
in its revenue from this segment.
"The company's Representation segment will benefit from the secular
growth in the demand for Hollywood talent as studios elevate film
and TV production to service the demand from clients hoping to grow
the volume of available content on their respective streaming
platforms. We also expect this segment's revenue to improve in 2022
due to normalized music and theater touring schedules for the
artists Endeavor represents. On a year-over-year basis, we project
the company's sale of the scripted portion of Endeavor Content
(completed in January 2022), which will substantially reduce its
media production revenue, will offset the organic growth in its
representation business and lead to meaningfully lower reported
revenue for the segment in 2022.
"Overall, we believe the company's reported revenue will improve by
4% in 2022 and by about 10% in 2023 due to favorable pricing
dynamics, acquisition and divestiture activity,
and--especially--the ongoing recovery in the live events space.
"The company's profitability and cash flow will further improve in
2022. We expect Endeavor will benefit from favorable operating
leverage in its business as its event volumes continue to recover
from the pandemic, it implements pricing schemes, and it benefits
from the cost actions it took over the past two years. This will be
partially offset by the necessary operating expenditures that will
increase to support its growth initiatives. Nevertheless, we expect
the company's S&P Global Ratings-adjusted EBITDA margin to improve
to about 19% in 2022 and 2023 from 17% in 2021. Even after the
substantial interest costs stemming from its debt burden, moderate
working capital cash outflows, and about $110 million in annual
capital expenditure, we forecast Endeavor's FOCF to debt will
improve to about 7% in 2022 and about 8% in 2023. We believe the
company will utilize this organic cash generation, the expected
proceeds from its asset sales, and its balance sheet cash, which it
bolstered through its recent debt borrowings, to fund its near-term
acquisitions later in 2022.
"We anticipate the company's acquisitive strategy and
financial-sponsor control may limit the pace of its leverage
reduction. Endeavor has supplemented its organic revenue growth
with acquisitions to substantially expand its revenue base over the
past several years. This is exemplified not only by its purchase of
the remaining portion of UFC in 2021, but also by its recently
announced acquisitions of OpenBet, the Mutua Madrid Open, and
several minor league baseball teams. We believe this growth
strategy is consistent with the desires of its financial sponsor,
Silver Lake, which holds 68.6% of combined voting power and
effectively controls the company alongside Ari Emanuel and Patrick
Whitesell.
"Endeavor has established a track-record of using debt, borrowed by
its subsidiaries WME IMG Holdings LLC and UFC Holdings LLC, to
partially fund its growth strategy and we believe this will
continue over the coming years. In our view, this will likely lead
the company to prioritize acquisitions and organic revenue growth
opportunities over substantial voluntary debt prepayment. While we
believe these growth initiatives will likely provide Endeavor with
incremental EBITDA generation, which will help reduce its gross
leverage over time, its aggressive financial policy could limit its
willingness to quickly reduce its leverage beyond our 5.5x upside
threshold for the 'B' rating. Therefore, we expect Endeavor's S&P
Global Ratings-adjusted leverage will improve primarily through
increased EBITDA generation, reducing its leverage to about 6.3x in
2022 and 5.7x in 2023.
"The stable outlook on Endeavor reflects our expectation that it
will organically increase the revenue from its sports, events, and
representation businesses such that its consolidated EBITDA margins
improve to 19%, its leverage declines to about 6.3x, and its FOCF
to debt expands to about 7% in 2022.
"We could lower our ratings on Endeavor if we expect its S&P Global
Ratings-adjusted leverage to exceed 7.5x or anticipate it will
sustain FOCF to debt of less than 5% for a prolonged period. This
could be caused by a resurgence of COVID-19 cases that leads to the
imposition of substantial social distancing measures, poor demand
for Endeavor's entertainment products, increased regulatory
oversight that limits its revenue, or substantial debt incurrence
to support acquisitions or shareholder rewards.
"We could raise our rating on Endeavor if it and its sponsor
demonstrate a financial policy of maintaining S&P Global
Ratings-adjusted leverage below 5.5x even after incorporating the
potential for additional acquisitions and volatility over the
economic cycle."
Environmental, Social, and Governance
ESG credit indicators: E-2; S-3; G-3
Social factors are a moderately negative consideration in S&P's
credit rating analysis of Endeavor and will likely become a source
of operating volatility over time. The company's revenue streams
are susceptible to changes in consumer preferences, reputational
factors, and perceptions about public health and safety. It is
predominantly a human capital business that relies on the social
acceptance of its media, marketing, sports, and live events
productions. For example, Endeavor's significant UFC subsidiary is
exposed to social risks because it must maintain regulatory
approval and acceptance for mixed martial arts. Given athletes'
susceptibility to low-probability but potentially fatal injuries,
UFC must continuously mitigate fighter injuries, comply with health
and safety standards, and manage a healthy pipeline of athletes to
sustain a busy roster of events.
Governance factors are a moderately negative consideration. S&P
views financial sponsor-owned companies with highly leveraged
financial risk profiles as demonstrating corporate decision-making
that prioritizes the interests of their controlling owners, who
typically have finite holding periods and focus on maximizing
shareholder returns.
ENOVATIONAL CORP: Exits 97F SF Meridican Lease After Filing Ch.11
-----------------------------------------------------------------
Jacob Wallace of Bisnow repo that D.C. technology company
Enovational Firm is backing out of a six-floor downtown lease it
signed last summer, erasing one of the District's most significant
office market wins of 2021.
After filing for Chapter 11 bankruptcy last March 2022, Enovational
received a judge's approval to abandon its 97K SF lease at The
Meridian Group's building at 1400 L St. NW, the Washington Business
Journal first reported.
About Enovational Corp.
Enovational Corp. is a data-driven web and app development company
based in Washington, D.C.
Enovational Corp. sought Chapter 11 bankruptcy protection (Bankr.
D. Col. Case No. 22-00055) on March 26, 2022. In the petition
signed by Vlad Enache, as chief executive officer, Enovational
Corp. listed total assets of $15,169,413 and total liabilities of
$6,191,395. Maurice VerStandig, Esq., of THE BELMONT FIRM, is the
Debtor's counsel.
ENOVATIONAL CORP: Wins Cash Collateral Access Thru April 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia has
authorized Enovational Corp. to use the cash collateral of Wells
Fargo on an interim basis from April 1 to 21, 2022.
The Court said the use of Wells Fargo's cash collateral will be for
the sole and limited purpose of facilitating the Debtor's payroll
obligations coming due in the month of April 2022.
The Debtor may draw up to, but not exceeding, $300,000 of Wells
Fargo's cash collateral to the extent available from account x4376
at Wells Fargo Bank, N.A. The bank will maintain any lien
currently existing over the Account, to the extent of monies in the
Account on the Petition Date.
As adequate protection, Wells Fargo will be granted a replacement
lien, in a sum equal to monies drawn by the Debtor from the Account
with the Replacement Lien attaching to the accounts receivable
scheduled by the Debtor in Section 11 of Schedule A/B (DE #1) and
more precisely, attaching to any and all monies collected by the
Debtor from said accounts receivable beginning on the date on which
monies are drawn from the Account and ending on the date on which
the Debtor has repaid Wells Fargo for the entirety of the amount
drawn by the Debtor from the Account during the Interim Period.
Wells Fargo is entitled to receive the first dollars collected on
the Interim Period Collections until the Account is restored to the
same balance as was present before monies were withdrawn pursuant
to the Order.
The Replacement Lien is, and will be, valid, perfected, enforceable
and effective as of the date of the Order, without the need for any
further action by the Debtor or Wells Fargo, or the necessity of
execution or filing of any instruments or agreements.
The final hearing on the matter is scheduled for April 21 at 1
p.m.
A copy of the order is available at https://bit.ly/36L6QWN from
PacerMonitor.com.
About Enovational Corp.
Enovational Corp. is a data-driven web and app development company
based in Washington, D.C. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Case No.
22-00055) on March 26, 2022. In the petition signed by Vlad Enache,
chief executive officer, the Debtor disclosed $15,169,413 in assets
and $6,191,395 in liabilities.
Judge Elizabeth L. Gunn oversees the case.
Maurice VerStandig, Esq., at the Belmont Firm is the Debtor's
counsel.
FILIPINOFLASH LLC: Case Summary & One Unsecured Creditor
--------------------------------------------------------
Debtor: FilipinoFlash, LLC
3730 Topaz St.
Las Vegas, NV 89121
Chapter 11 Petition Date: April 5, 2022
Court: United States Bankruptcy Court
District of Nevada
Case No.: 22-11201
Judge: Hon. Mike K. Nakagawa
Debtor's Counsel: Seth D. Ballstaedt, Esq.
FAIR FEE LEGAL SERVICES
8751 W. Charleston Blvd.
Suite 220
Las Vegas, NV 89117
Tel: (702) 715-0000
Fax: (702) 666-8215
E-mail: help@bkvegas.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Laura Joann Ohman as managing member.
Allrise Financial Group is listed as the Debtor's only unsecured
creditor holding a claim of $2.15 million.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LUC6T6Q/FILIPINOFLASH_LLC__nvbke-22-11201__0001.0.pdf?mcid=tGE4TAMA
FIRST STEP TRADEMARKS: Unsecureds Will Get 20% of Claims in 3 Years
-------------------------------------------------------------------
First Step Trademarks, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of New York a Plan of Reorganization for
Small Business under Subchapter V dated March 31, 2022.
The Debtor is a Delaware limited liability company, which was
founded by Alexander Dulac. The Debtor owns and operates a web
based business called The Plunge; its website is
https://www.theplunge.com.
The Debtor filed its Chapter 11 bankruptcy petition on December 31,
2021. The Debtor's financial difficulties were exacerbated by the
onset of the global COVID19 pandemic, which had a particularly
devastating effect on the wedding industry. As a result of the
pandemic, most weddings were cancelled, rescheduled, or
significantly reduced in budget for more than 15 months.
In addition, one investor group holding a convertible promissory
note in the principal amount of $600,000 (i) threatened litigation
starting in October 2020 unless repaid immediately and, ultimately,
(ii) sued the Debtor for repayment of the note. This litigation
overhang severely impeded the Debtor's ability to obtain much
needed new financing in time for the resumption of the wedding
business and to capitalize on the significant investments
theretofore made.
The Plan proposes to pay creditors of the Debtor from funds
generated by the Debtor's operations as a going concern.
The Plan provides for the full payment of priority claims in
accordance with the Bankruptcy Code. General unsecured creditors
holding Allowed Claims will receive distributions in accordance
with the Debtor's projected disposable income, which the Debtor has
valued at approximately 20%, over a period of 3 years. The actual
distribution(s) percentage to general unsecured creditors will
depend upon the total final Allowed general unsecured claims. The
Plan further provides for the continued retention of Equity
Interests and the cancellation of Options.
Class 1 consists of the Allowed Priority Non-Tax Claims. Upon the
Effective Date of the Plan, in full satisfaction of its Allowed
Priority Claim, each holder of an Allowed Priority Non-Tax Claim
will be paid in full on the Effective Date. The balance of the
Allowed Priority Claim will be included in Class 2.
Class 2 consists of the Allowed General Unsecured Claims. Upon the
Effective Date of the Plan, in full satisfaction of its Allowed
General Unsecured Claim, each holder of an Allowed General
Unsecured Claim will receive a Pro Rata Distribution of the
Debtor's projected disposable income (approximately the sum of 20%)
except as otherwise agreed. For the year 2023, distributions will
be made by January 31, 2024; for the year 2024, distributions will
be made by January 31, 2025; for the year 2025, distributions will
be made by January 31, 2026. Class 2 Claims are impaired.
Class 3 consists of the Allowed Equity Interests. Upon the
Effective Date of the Plan, each holder of an Allowed Equity
Interest shall retain such Interests.
Class 4 consists of Options. Upon the Effective Date of the Plan,
all Options will be cancelled.
The Debtor will procure an investment or loan in the approximate
amount of $175,000.00 for working capital needed to complete its
e-commerce plan and to resume business operations halted as a
result of the pandemic and pre-petition litigation.
The distributions that are to be made on and after the Effective
Date under this Plan shall be funded from the business operations
of the Debtor. In the event the Court approves this Plan as a
consensual Plan, then the Reorganized Debtor shall be the
Disbursing Agent responsible for making any and all post
Confirmation payments that are required under the Plan. In the
event the Court approves this Plan by cramdown, the Debtor requests
Court approval for the Debtor's counsel to serve as the Disbursing
Agent for distributions under the Plan.
A full-text copy of the Small Business Plan of Reorganization dated
March 31, 2022, is available at https://bit.ly/3r5cuda from
PacerMonitor.com at no charge.
Counsel for Debtor:
Ilana Volkov, Esq.
McGrail & Bensinger, LLP
888-C Eighth Avenue, Suite 107
New York, NY 10019
Tel: (201) 931-6910
Email: ivolkov@mcgrailbensinger.com
About First Step Trademarks
New York-based First Step Trademarks, LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 21-12147) on Dec. 31, 2021, listing up to
$500,000 in assets and up to $10 million in liabilities. Alexander
Dulac, managing member, signed the petition.
Judge James L. Garrity, Jr. oversees the case.
Ilana Volkov, Esq., at McGrail & Bensinger, LLP serves as the
Debtor's legal counsel.
FORESIGHT ACQUISITIONS: Wins Cash Collateral Access Thru July 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, has authorized Foresight Acquisitions, LLC to use
cash collateral on an interim basis in accordance with the budget,
with a 15% variance, and provide adequate protection to Premier
Bank and the U.S. Small Business Administration through July 31,
2022.
The Debtor requires the use of cash collateral to operate its
businesses.
Prior to the Petition Date, the Debtor, Home Savings and Loan
Company of Youngstown Ohio and the SBA were parties to various
financial accommodation agreements. Premier Bank is the
successor-in-interest by the result of two mergers to Home Savings
Bank and Loan Company of Youngstown Ohio.
On May 12, 2016, the Debtor and Home Savings and Loan Company of
Youngstown Ohio entered into a loan agreement in the original
principal amount of $2,500,000 and a revolving credit note in the
original principal amount of $500,000 and a related security
agreement. The $2.5 million portion of Premier Loan was also
guaranteed by the SBA.
On July 23, 2020, the Debtor and the SBA entered into an economic
injury disaster loan in the original principal amount of $150,000.
The SBA EIDL loan is secured by a security interest junior in
priority to Premier Bank in essentially all assets of the Debtor
and is currently in deferment until April or May 2022.
Premier Bank and the SBA have indicated a willingness to agree to
allow the limited use of cash collateral subject to (i) the entry
of the Order, and (ii) a finding by the Court that such use of cash
collateral is essential to the Debtor's estate and is in good
faith, and that Premier Bank and the SBA's security interests,
liens, claims, and other protections granted pursuant to the Order
will not be affected by any subsequent reversal, modification,
vacatur or amendment of the Order or any other order.
As adequate protection to insure against the diminution of the
aggregate value of Premier Bank and the SBA's Liens, if any in the
collateral, Premier Bank and the SBA are granted a perfected
replacement security interest in and lien on, all of the collateral
of the Debtor and its estate of every kind or type whatsoever,
including tangible, intangible, real, personal, and mixed
property.
The security interests, liens and mortgages granted will:
-- be in addition to the Liens,
-- be valid, perfected, enforceable and effective as of the
Petition Date without any further action by the Debtor, Premier
Bank or the SBA and without the execution of any financing
statements, mortgages, security agreements, or any other documents,
and
-- secure payment in an amount equal to any diminution in
value of Premier Bank and the SBA interest in the cash collateral
which occurs during the pendency of the Debtor's bankruptcy case,
whether such diminution is a consequence of the Debtor's use of the
cash collateral the Debtor's incurrence of other obligations, the
economic depreciation of the cash collateral or some other use of
the cash collateral.
The priority of the adequate protection liens and claims granted
may be pari passu with any adequate protection liens or claims.
These events constitute an "Event of Default:"
a. The failure to maintain property insurance;
b. The conversion of the Debtor's Bankruptcy Case to any other
chapter; or
c. The dismissal of the Debtor's bankruptcy case. Upon the
occurrence of any Event of Default, Premier Bank and/or SBA will
give Debtor written notice of such default. Unless such default has
been cured (if such default is capable of cure) within seven days
after such notice is given, Premier Bank and/or SBA will be
entitled to submit evidence of the uncured default to the U.S.
Bankruptcy Court by declaration, stating that the Debtor has been
provided notice and has failed timely to cure the default, thereby
entitling Premier Bank and/or SBA to seek an Order for Relief from
Stay, without a hearing, and to exercise its rights and remedies
against the collateral.
A further hearing on the matter is scheduled for July 5 at 2 p.m.
A copy of the order is available at https://bit.ly/3LW2HOH from
PacerMonitor.com.
About Foresight Acquisitions, LLC
Foresight Acquisitions, LLC is a merchant wholesaler of men's
apparel and accessories. It sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-51740) on
December 23, 2021. In the petition signed by James T. Mauro,
president, the Debtor disclosed $2,017,248 in assets and $2,776,776
in liabilities.
Judge Alan M. Koschik oversees the case.
Frederic P. Schwieg, Esq., at Frederic P. Schwieg Attorney at Law,
is the Debtor's counsel.
GEO PARENT: Moody's Affirms B2 Corp. Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating,
B2-PD Probability of Default Rating and B2 senior secured credit
facility of Geo Parent Corporation ("GeoStabilization" or "GSI").
The rating outlook is stable.
The affirmation reflects Moody's view of that the company will
generate steady earnings growth, supported by a growing backlog of
projects, while remaining prudent in its investments and
acquisitions. The stable outlook also reflects maintenance of a
conservative capital structure and very good liquidity.
Affirmations:
Issuer: Geo Parent Corporation
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Gtd Senior Secured First Lien Term Loan, Affirmed B2 to (LGD4)
from (LGD3)
Gtd Senior Secured First Lien Revolving Credit Facility, Affirmed
B2 to (LGD4) from (LGD3)
Outlook Actions:
Issuer: Geo Parent Corporation
Outlook, Remains Stable
RATINGS RATIONALE
GSI's B2 CFR reflects the company's strong credit metrics,
including high EBITA margins, low leverage and strong interest
coverage. The rating is further supported by positive fundamentals
within the highway and transportation sector, including decades of
under-investment and continued population growth, which will create
sustained stable demand for geohazard mitigation services. GSI
benefits from a moderately diverse customer base, low customer
turnover and broad presence throughout the US and Canada.
These factors are offset by GSI's small size and niche position in
a highly fragmented market, which could result in difficulty
managing changes in demand, geographic diversity and cost
absorption as well as less bargaining strength with customers,
labor, and vendors. The company is also exposed to the cyclical
economic demand of commodities, particularly under contractual
agreements that prohibit price negotiation for a period of several
months. Finally, event risk exists associated with potential
shareholder friendly actions given the private equity ownership of
the company.
Moody's expects GSI's liquidity to remain good over the next 12 to
18 months and considers annual positive free cash flow of about
$20-25 million in 2022 and 2023. Liquidity is further supported by
a $25 million secured revolving credit facility due December 2023
that is expected to remain undrawn.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if GSI exhibits profitable growth,
with sales approaching $1 billion material increase in scale while
maintaining a strong margin profile, debt/EBITDA maintained below
5.0x, interest coverage sustained above 2.5x and maintenance of
positive free cash. An upgrade would also be predicated on the
maintenance of very good liquidity.
The ratings could be downgraded if GSI were to experience a
substantial deterioration in credit metrics including Debt/EBITDA
approaching 6.0x and interest coverage approaching 1.5x. In
addition, any material weakening of GSI's liquidity profile would
likely result in a negative rating action.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Geo Parent Corporation, headquartered in Commerce City, CO,
provides geohazard mitigation solutions for the restoration and
maintenance of roadways and other vital infrastructure. The company
operates across the U.S. and Canada and total revenue for the
twelve month period ended December 31, 2021 was $198 million.
GIRARDI & KEESE: Edelson PC Proposes to Pay Millions to Victims
---------------------------------------------------------------
Bloomberg Law reports that Edelson PC has reached a proposed deal
to compensate its former clients, family members of people killed
when Lion Air flight 610 crashed in 2018, for more than $2 million
in Boeing settlement funds misappropriated by Thomas Girardi and
his now defunct law firm, Giradi Keese.
If approved, Edelson and its insurer, Hudson Property & Casualty,
will reimburse the Lion Air families for the full amount of money
they lost as a result of Girardi's admitted mismanagement of the
funds. In exchange, the clients will assign to Edelson any and all
related claims they have against Girardi and others who may have
assisted him.
Although Edelson would essentially stand in the shoes of its former
clients for purposes of pursuing legal claims against Girardi and
his alleged co-conspirators, the proposed agreement provides that
the Lion Air plaintiffs would receive a share of any surplus money
recovered on their assigned claims.
Edelson would, in effect, assume the risk of recovering the money
for its former clients.
The proposed agreement, filed in the U.S. District Court for the
Northern District of Illinois on Tuesday, requires Judge Thomas M.
Durkin’s approval because it involves minor parties.
The agreement doesn't provide for any release of claims against
Edelson, but states that the clients agree that "Edelson and its
employees acted at all times reasonably and in accordance with the
standards required of attorneys in Illinois and California,
including by affirmatively bringing Girardi Keese’s misconduct to
the Court's attention and vigorously prosecuting its contempt
motion against Girardi" and other former GK attorneys Keith Griffin
and David Lira.
Although Girardi was held in contempt upon admitting that his firm
spent his clients’ money more than two years ago, the contempt
proceedings against Griffin and Lira are ongoing.
The motion for approval of the proposed deal, conditioned on formal
execution of the client agreements, attaches a draft complaint by
Edelson against nine “investigative targets” including Girardi;
Griffin; Lira; Girardi’s estranged wife Erika Girardi, also known
as Erika Jayne; GK’s former chief financial officer Christopher
Kamon; Wrongful Death Consultants and its chief, George Hatcher;
and California Attorney Lending II Inc., along with its founder
Joseph DiNardo.
Though not final, Edelson says the draft complaint—which alleges
a vast, yearslong Ponzi-style conspiracy involving prohibited
referral arrangements, questionable lending, money laundering, and
outright lies—is “a fair representation” of the claims
Edelson intends to bring against the targets.
The Lion Air families are represented by Wisner Law Firm.
The case is In re Lion Air Flight JT 610 Crash, N.D. Ill., No.
1:18-cv-07686, 4/5/22.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
Telephone: (310) 640-1200
GLOBAL INFRASTRUCTURE: Moody's Rates New $300MM Unsec. Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new senior
unsecured $300 million 10 year notes of Global Infrastructure
Solutions, Inc. (GISI). Proceeds from the notes are expected to be
used to for general corporate purposes and to finance inorganic and
organic growth. The outlook is unchanged at stable.
"On January 8th 2021, GISI announced the acquisition of 80% of the
shares of Palladium Holdings Pty Ltd, a leading program management
services firm based out of Brisbane, Australia," according to
Joseph Princiotta, SVP and Moody's lead analyst covering GISI. "The
deal is expected to be financed with $224 million from balance
sheet cash and $75 million in GISI common stock and is subject to
shareholder and regulatory approvals. The deal is expected to close
later this year but no sooner than May 2022. This bond issuance
helps replenish GISI's cash balances and support further organic
and inorganic growth," Princiotta added.
Assignments:
Issuer: Global Infrastructure Solutions Inc.
Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD4)
RATINGS RATIONALE
The credit profile is supported by an experienced management team
and strong market positions across the company's project portfolio
that is increasingly diversified by end markets and geography
predominantly within the US. The company has a $14.4 billion
backlog of projects, contributing to good earnings visibility.
Revenues are mostly with repeat customers, which tend to be well
recognized Fortune 500 firms, large educational and other
institutions, a diversified group of public agencies and other
regional customers. At the core of the company's strategy is the
goal to create a scalable and diverse platform of E&C firms that
facilitates ownership transition for high quality firms, allowing
them to take advantage of GISI's experience, access to capital, and
industry expertise.
The balance sheet is conservatively managed with roughly $842
million in total debt, and $825 million in cash, both pro forma for
the new borrowing and closing of the Palladium and Crimson
projects, resulting in net and gross leverage ratios in 2021 of
0.1x and 3.5x, respectively. Moody's expects the company to target
gross leverage of 2.0x or better overtime, with free cash flow and
balance sheet cash expected to be used to support the company's
inorganic growth strategy. The $300 million new bond issue takes
advantage of the current low interest rate environment to rebuild
liquidity for future M&A and organic growth activity.
Weaknesses or risks in the credit profile includes a priority focus
on M&A to drive growth, very modest margins in the construction
service platform, which accounted for roughly 96% of 2021 reported
revenues, and a focus on returning cash to shareholders through
dividends, and share repurchases, the latter consisting of amounts
that can be significant and with total annual amounts not
predictable by management.
Other weaknesses in the credit stem from fixed-price and lump sum
contracts that can contribute to individual project losses and
profit variability, although margins have been stable and the
company manages these risks through use of subcontractors, which
are prequalified and monitored and where it has strong
relationships, and a focus on smaller, lower risk corporate
interior and, increasingly, public works projects.
Heavy emphasis on smaller projects reduces risks compared with
larger projects or the risk that any one project disproportionately
impacts earnings. Less than one third of projects by revenue are
over $100 million in contract size. Roughly 82% of projects, by
project count, are smaller than $5 million in size, supporting low
portfolio risk, but these projects contribute only 12% to revenues,
weighing on total gross and EBITDA margins, which are very modest
at roughly 4.5% and 2.2%, respectively.
Inorganic growth contributes to portfolio de-risking by expanding
and diversifying the portfolio by geography, end market and
customer mix. But the strategy comes with risks if the scale and
pace distract management focus, cause assimilation issues or higher
costs, or result in higher financial risk linked to balance sheet
leverage or liquidity weakness.
M&A in recent years has improved geographic diversity in NA with
projects outside the Northeast accounting for about 55% of revenues
compared to 18 % just five years ago. M&A has also improved end
market diversification, which, combined with a heavy concentration
of 27% of projects in corporate interiors, help contain risk in the
project portfolio. Moreover, roughly 27% of the portfolio is in
public work projects in government, education, and healthcare,
which could benefit from increased infrastructure spending.
GISI has grown quickly since 2017 mainly through eight merger
transactions increasing revenues from $3.3 billion to $8.8 billion
in 2021. In 2019 through 2021 the company completed six mergers,
accounting for roughly two-thirds of 2021 revenues. Mergers are
typically financed with 30% GISI equity and 70% in cash, typically
leaving management and key employees in place and incentivized with
equity as owners of the merged entity.
The Construction Service platform reported roughly $8.5 billion in
2021 revenues serving the corporate interior, industrial,
healthcare, government, hospitality, education, housing, data
centers and life science sectors. Project risks reflect the use of
lump sum and guaranteed maximum price contracts, but risks are
reduced through the use of subcontractors who essentially bear
construction and completion risk. The use of reimbursable cost and
cost-plus contracts also help mitigate risk in this platform. The
use of subcontractors helps minimize portfolio risk, but also
results in modest margins. The top 10 customers in this platform
accounted for about one-fourth of 2021 revenues.
ESG Considerations
Environmental and social considerations are not considered material
to this transaction or the overall credit profile of GISI. Moody's
believes the engineering, design, planning and construction sector
has high social risks and low environmental risks. Social risks
include ensuring health and safety of employees at high-risk work
sites; as well as human capital risk, or the company's ability to
recruit and retain specialized talent, which is critical to
completing projects on time and under budget.
GISI has low exposure to environmental risks since the construction
sector is not a material direct source of pollution or carbon
emissions. It does have some indirect exposure to land use
restrictions and carbon-emitting industries, and environmental
regulations could increase the cost of construction projects, but
the additional costs are typically borne by the customer.
GISI' governance issues reflect its private status and 100% insider
ownership with a strong shareholder focus manifested in an
inorganic growth focus and regular returns to shareholders though
dividends and share repurchases. This approach is roughly balanced
with conservative balance sheet objectives where the company
targets gross leverage of 2.0x or better. The $300 million bond
issue takes advantage of the current low interest rate environment
to establish liquidity for future M&A and organic activity.
Liquidity
GISI's current strong liquidity reflects the large cash and cash
equivalents balance of $879 million and $230 million of undrawn
borrowing capacity under the $250 million revolving credit
facility. In 2021, the company put in place a $400 million senior
secured credit facility consisting of a new $150 million term loan
and a $250 million revolving credit facility, both maturing in
2026. The revolver includes a $100 million standby line for Letters
of credit.
The Credit facility includes an accordion feature that can be used
to increase the revolver and/or TL by the greater of $200 million
or an amount equal to 100% of EBITDA. Borrowings are secured by
substantially all the assets of the Company and the equity of
subsidiaries.
The revolver and term loan covenants include a maximum net leverage
ratio of 3.25x and minimum interest coverage of 1.25x. The
numerator of the net leverage ratio includes consolidated debt
minus unencumbered cash of no greater than $125 million. Restricted
payments are permitted only if PF net leverage is less than 2.75x,
the FCCR is greater than 1.5x and liquidity exceeds $175 million;
plus an additional RP basket for dividends up to the greater of $50
million or 25% of EBITDA. Moody's expect the company to remain in
compliance with the leverage and interest coverage requirements.
The stable outlook assumes the company continues to adhere to its
balance sheet targets and FFO/TD continues to exceed 25%, while
gross profit margins remain at least stable. The stable outlook
also anticipates the robust pace of M&A activity and revenue growth
occurs without business, profit or cash flow disruption and prices
paid for acquisitions remain reasonable.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's is unlikely to consider a rating upgrade until there's
better clarity and a track record with respect the allocation of
large cash balances and M&A objectives. After that, Moody would
consider an upgrade if GISI achieves better revenue and EBITA
scale, further improves diversification, Debt /EBITDA is maintained
around 2x or better, and FFO/TD and FCF/TD improve to at least 30%,
and 10%, respectively, on a sustained basis.
Moody's would consider a downgrade if cash balances are reduced
without meaningful accretive profit growth, if EBITDA margins
exhibit volatility and fall below 4%, if FFO/TD and FCF/TD fall
below 20% and 5%, respectively, if Debt to EBITDA is sustained
above 3x, or if cash balances are consumed for shareholder
renumeration with only modest growth organically and
inorganically.
The principal methodology used in this rating was Construction
published in September 2021.
With operations headquartered in New York, NY, Global
Infrastructure Solutions Inc. (GISI) is a professional services
firm providing engineering & design, planning and construction
management services to the corporate interior, industrial,
healthcare, government, hospitality, education, housing, data
centers and life science sectors. Revenues are concentrated
domestically with 93% of 2021 revenues in the US and 7% in the UK,
Ireland, and Canada. About 45% of revenues are in the US Northeast.
The company operates under two business segments: Construction
Services (97% of fiscal 2021 reported revenue), and Global
Engineering and Consulting Services (3%). GISI generated about
$8.78 billion of revenue in fiscal 2021 (ended December 31, 2021)
and had a backlog of $14.4 billion as of December 31, 2021.
GUARDION HEALTH: Incurs $24.8 Million Net Loss in 2021
------------------------------------------------------
Guardion Health Sciences, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $24.75 million on $7.23 million of total revenue for the
year ended Dec. 31, 2021, compared to a net loss of $8.57 million
on $1.89 million of total revenue for the year ended Dec. 31,
2020.
As of Dec. 31, 2021, the Company had $23.46 million in total
assets, $1.16 million in total liabilities, and $22.30 million in
total stockholders' equity.
At Dec. 31, 2021, the Company had cash on hand of approximately
$4,094,000, short-term investments of approximately $4,996,000 and
working capital of approximately $10,910,000.
Guardion stated, "Notwithstanding the net loss for 2021, management
believes that our current cash balance is sufficient to fund
operations for in excess of one year from the date of the Company's
2021 financial statements are issued."
"Our financing has historically come primarily from the issuance of
convertible notes, promissory notes and from the sale of common and
preferred stock. We will continue to incur significant expenses
for continued commercialization activities related to our clinical
nutrition product lines and building our infrastructure.
Development and commercialization of clinical nutrition products
involves a lengthy and complex process. Additionally, our
long-term viability and growth may depend upon the successful
development and commercialization of new complementary products or
product lines."
"We may continue to seek to raise additional debt and/or equity
capital to fund future operations and acquisitions as necessary,
but there can be no assurances that we will be able to secure such
additional financing in the amounts necessary to fully fund our
operating requirements on acceptable terms or at all. Over time,
if we are unable to access sufficient capital resources on a timely
basis, we may be forced to reduce or discontinue our product
development programs and curtail or cease operations."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1642375/000149315222008581/form10-k.htm
About Guardion Health Sciences
Headquartered in San Diego, California, Guardion --
http://www.guardionhealth.com-- is a specialty health sciences
company that develops clinically supported nutrition, medical foods
and medical devices, with a focus in the ocular health marketplace.
Located in San Diego, California, the Company combines targeted
nutrition with innovative, evidence-based diagnostic technology.
Guardion Health reported a net loss of $10.88 million for the year
ended Dec. 31, 2019, and a net loss of $7.77 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $38.61
million in total assets, $1.97 million in total liabilities, and
$36.64 million in total stockholders' equity.
GWG HOLDINGS: Stocks Dip as It Preps for Bankruptcy Filing
----------------------------------------------------------
The Wall Street Journal reports that financial services firm GWG
Holdings (NASDAQ:GWGH) shares fell as much as 40% in midday trading
Monday, as the company gets ready to file for chapter 11 bankruptcy
in the coming days, people familiar with the matter told the Wall
Street Journal.
The move followed accounting issues at the firm as well as the
resignation of its auditor which prevented it from selling its
products, the people explained to the WSJ.
It had over $2 billion of total liabilities as of Sept. 30, 2022,
including around $1.3 billion of L Bonds, which pooled money from
bond investors to buy life-insurance policies on the secondary
market, the WSJ reported, citing the company's unaudited financial
statements.
Earlier, GWG Holdings said that its annual report will be submitted
late.
About GWG Holdings Inc.
Headquartered in Dallas Texas, GWG Holdings, Inc., conducts its
life insurance secondary market business through a wholly-owned
subsidiary, GWG Life, LLC and GWG Life's wholly-owned subsidiaries.
HEALTHIER CHOICES: Incurs $4 Million Net Loss in 2021
-----------------------------------------------------
Healthier Choices Management Corp. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $4.04 million on $13.32 million of total net sales for the
year ended Dec. 31, 2021, compared to a net loss of $3.72 million
on $13.92 million of total net sales for the year ended Dec. 31,
2020.
As of Dec. 31, 2021, the Company had $34.44 million in total
assets, $5.21 million in total liabilities, and $29.23 million in
total stockholders' equity.
The Company's net cash used in operating activities of $3.5 million
for the year ended Dec. 31, 2021 resulted from its net loss of $4.0
million and a net cash usage of $0.6 million from changes in
operating assets and liabilities, offset by a non-cash adjustments
of $1.0 million. The Company's net cash used in continuing
operating activities of $2.3 million for the year ended Dec. 31,
2020 resulted from its net loss from continuing operations of $3.7
million, offset by a net cash usage of $0.5 million from changes in
operating assets and liabilities and a non-cash adjustments of $1.9
million.
The net cash used in investing activities of $0.1 million for the
year ended Dec. 31, 2021 resulted from the collection of a note
receivable, the acquisition of new business and purchases of a
patent and property and equipment. The net cash provided by
investing activities of $0.1 million for the year ended Dec. 31,
2020 resulted from the issuance and collection of a note
receivable, and purchases of a patent and property and equipment.
The net cash provided by financing activities of $27.2 million for
the year ended Dec. 31, 2021 is due to proceeds received from the
Rights Offering of $24.3 million and a Securities Purchase
Agreement of $5.0 million, partially offset by a principal payment
of $2.0 million on the line of credit. The net cash used in
financing activities of $1.8 million for the year ended Dec. 31,
2020 is due to proceeds received from the Paycheck Protection
Program of $0.9 million and Term Loan of $2.5 million, partially
offset by payments of $1.7 million on the loan payable.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/844856/000084485622000019/form10k.htm
About Healthier Choices
Headquartered in Hollywood, Florida, Healthier Choices Management
Corp. -- http://www.healthiercmc.com-- is a holding company
focused on providing consumers with healthier daily choices with
respect to nutrition and other lifestyle alternatives.
Healthier Choices reported a net loss of $2.80 million for the year
ended Dec. 31, 2019, and a net loss of $13.16 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $36.61
million in total assets, $4.91 million in total liabilities, and
$31.70 million in total stockholders' equity.
HERITAGE RAIL: Trustee Selling SLRG 518 to Patterson for $10K
-------------------------------------------------------------
Tom Connolly, the Chapter 11 Trustee of Heritage Rail Leasing, LLC,
asks the U.S. Bankruptcy Court for the District of Colorado to
authorize him to sell Heritage's SLRG 518 (E-8A) to Patterson
Colorado Campgrounds, Inc., for $10,000, subject to higher and
better bids.
The Trustee has continued to respond to inquiries from prospective
purchasers of Heritage's assets. After considering available
options within the context of the current economic environment and
the status of Heritage's operations, the Trustee determined in its
business judgment to sell SLRG 518 to Patterson under section 363
of the Bankruptcy Code, subject to higher and better bids.
After arms-length negotiations, the Trustee negotiated a sale of
SLRG 518 to Patterson at a purchase price of $10,000 on the terms
set forth in the Motion and in the Purchase Agreement, subject to
higher and better bids. Patterson will accept SLRG 518 at closing
on an "as is, where is" basis. The closing will occur on the first
business day upon which court approval provided herein is effective
and not subject to a stay, or upon such other day upon which the
parties reasonably agree.
Big Shoulders Capital, LLC, has asserted it has first priority
security interest in SLRG 518 pursuant to a Loan and Security
Agreement between Heritage and Big Shoulders dated Feb. 27, 2017
(as amended). Pursuant to the Agreement between Big Shoulders and
Trustee dated May 25, 2021, which has been approved by the Court,
Big Shoulders has consented to the Trustee's sale of SLRG 518
subject to a carve out of 20% of the net purchase price of SLRG 518
less closing costs, including any applicable storage fees to remain
with the Heritage estate free and clear of any Big Shoulders' lien,
with rights otherwise reserved.
Upon information and belief of the Trustee, SLRG 518 is not
otherwise subject to any security interest, claim or lien, other
than a storage lien asserted by the entity that stores SLRG 518,
which the Trustee is requesting authority to pay from proceeds of
the sale.
The Trustee has investigated the fair market value of SLRG 518 by
speaking with industry sources, persons familiar with SLRG 518 and
Big Shoulders. Based on this investigation, the Trustee has
determined that the Patterson Purchase Price represents fair market
value. The Trustee now seeks authority to further market-test the
transaction contemplated by the Purchase Agreement to obtain the
highest or best offer for SLRG 518.
By the Motion, the Trustee seeks entry of an order (a) approving
the sale of SLRG 518 free and clear of all liens, claims,
encumbrances, and interests, including (without limitation)
specifically those of Big Shoulders and those of any affiliated
entity of Heritage, if any, to either (i) Patterson, or (ii) the
party who submits the highest or best bid, and (b) finding the
successful purchaser is a "good faith" purchaser under Bankruptcy
Code section 363(m).
It is the Trustee's business judgment that the sale is in the best
interest of the creditors and the Heritage estate and the Trustee
requests approval of the sale.
Finally, the Trustee respectfully submits that it is in the best
interest of the Heritage estate to close the sale of SLRG 518 as
soon as possible after all closing conditions have been met or
waived. Accordingly, he requests that the Court waives the 14-day
stay.
A copy of the Agreement is available at
https://tinyurl.com/ymes83m9 from PacerMonitor.com free of charge.
About Heritage Rail Leasing
Heritage Rail Leasing, LLC leases rail rolling stocks, locomotives
and track equipment.
On Aug. 21, 2020, Portland Vancouver Junction & Railroad Inc.,
Vizion Marketing LLC and D.L. Paradeau Marketing LLC filed a
Chapter 11 involuntary petition against Heritage Rail Leasing. The
creditors are represented by Michael J. Pankow, Esq., at
Brownstein
Hyatt Farber Schreck, LLP.
Judge Thomas B. McNamara oversees the case.
L&G Law Group LLP and Moglia Advisors serve as the Debtor's legal
counsel and restructuring advisor, respectively. Alex Moglia of
Moglia Advisors is the Debtor's chief restructuring officer.
On Oct. 19, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee is represented by Goldstein & McClintock
LLLP and the Law Offices of Douglas T. Tabachnik, P.C.
On Oct. 28, 2020, the Court approved the appointment of Tom H.
Connolly as the Debtor's Chapter 11 trustee. The trustee tapped
Brownstein Hyatt Farber Schreck, LLP as his counsel.
HERTZ GLOBAL: S&P Raises Unsecured Debt Rating to 'B+'
------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Hertz Global
Holdings Inc.'s unsecured debt to 'B+' from 'B' and revised its
recovery rating on the debt to '5' from '6', which indicates its
expectation for modest recovery (10%-30%, rounded estimate: 25%) in
the event of a payment default.
S&P said, "At the same time, our 'BB+' issue-level rating and '1'
recovery rating on the company's secured revolving credit facility
and term loan B remain unchanged, though we revised our rounded
recovery expectation for the facilities to 95% from 90%.
"Hertz announced a $220 million increase in the capacity of its
revolving credit facility. Despite this, our rounded recovery
estimate for the debt has improved because of record-high used card
prices, which have helped deleverage some of the company's
asset-backed securities (ABS) programs."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's improved recovery expectations mostly reflect Hertz's
continuing efforts to deleverage its ABS programs, which are being
aided by record high used car prices. In estimating the company's
enterprise value at emergence, it offsets the ABS debt against the
value of the underlying vehicles.
-- Though improving, S&P's estimated recovery for the senior
unsecured notes is modest because substantially all of Hertz's
assets, including its vehicles, are encumbered under various
asset-backed programs and secured credit facilities.
Simulated default assumptions
-- S&P's simulated default scenario anticipates a default
occurring in 2026 due to a significant and prolonged disruption in
business and leisure travel as well as a substantial decline in
used vehicle values.
-- S&P believes that if Hertz were to default, a viable business
model would remain because of the company's extensive network of
locations and strong brand awareness. It also believes that
debtholders would achieve the greatest recovery value through a
reorganization rather than a liquidation. In addition, S&P would
not expect the company's international operations to be included in
the reorganization.
-- S&P said, "Our valued the company on a discrete asset basis as
a going concern using current book values as reported. Our
valuations reflect our estimate of the distressed value of the
various assets, including intangibles like its tradename.
Specifically, we apply a 90% realization rate to the net book value
of Hertz's vehicles. This realization rate reflects the strong
rebound in the used car market and is consistent with our fleet
assumptions for peer Avis Budget Car Rental LLC."
-- In addition, S&P assumes that if it were to default, Hertz
would preserve the majority of its remaining highly desirable
on-airport locations and therefore would only reject a small
portion (10%) of its operating leases.
Simplified waterfall
-- Net enterprise value (after 3% admin. costs): $11.3 billion
-- Valuation split (U.S./international): 86%/14%
-- Collateral value available to revolver and term loan B claims
(value excludes vehicles and restricted cash pledged to
securitization facilities): $3,581 million
-- Revolver and term loan B claims estimated at default (includes
estimated deficiency claims from securitization facilities): $3,341
million
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total value available to unsecured claims: $471 million
-- Total unsecured claims estimated at default (includes senior
unsecured notes, secured deficiency claim, and rejected lease
claim): $1,574 million
--Recovery expectations: 10%-30% (rounded estimate: 25%)
Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.
Other valuation assumptions include LIBOR/SOFR of 250 basis points
at default and a 100% draw on the U.S. cash flow revolving credit
facility.
HESS MIDSTREAM: Fitch Assigns 'BB+' Rating to New Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+'/'RR4' rating to Hess Midstream
Operations LP's (HESM OpCo) proposed senior unsecured notes. The
proceeds are expected to be used to repay the borrowings under HESM
OpCo's revolving credit facility that were used to fund the
approximate $400 million repurchase of sponsor held class B units.
The new notes are pari passu to the existing senior unsecured
notes. The Rating Outlook is Positive.
HESM OpCo's ratings reflect the strength of the high-quality
counterparty, Hess Corporation (Hess), which has a Long-Term Issuer
Default Rating of 'BBB-' and a Positive Outlook. The ratings also
reflect HESM OpCo's low leverage, single-basin concentration and
strong liquidity position. Pro forma the debt-funded share buyback
YE 2021 leverage (total debt with equity credit to operating
EBITDA) is approximately 3.3x. Fitch expects leverage decline
toward management's stated 3.0x leverage target by YE 2022.
KEY RATING DRIVERS
Relationship with Hess: HESM OpCo benefits from its contractual and
operational relationship with its primary customer, Hess.
Contractually, HESM OpCo derives substantially all revenues from
fee-based agreements with Hess, including third-party volumes
contracted with subsidiaries of Hess which guarantees the
obligations of their subsidiaries. Pro forma the share buyback Hess
owns roughly 41% of HESM OpCo. HESM OpCo's ratings reflects its
standalone credit profile, but the ratings are linked with Hess, as
the primary counterparty.
Conservative Leverage Target: Fitch calculates pro forma YE 2021
leverage at 3.3x. Despite the debt-funded buyback of sponsor-held
class B units, Fitch expects leverage to decline closer to
management's leverage target 3.0x by YE 2022. Fitch expects
leverage to decline closer to this target by YE 2022 driven by Hess
production growth and increased HESM OpCo gas capture. HESM OpCo's
leverage profile is conservative relative to its midstream peers.
Contracts Provide Stability: The Hess-HESM OpCo contracts have fee
mechanisms by which Hess protects HESM OpCo from volume downsides
and other risks. These commercial agreements provide minimum volume
commitments (MVCs), which have occasionally been triggered for some
HESM OpCo services. MVCs are currently set through 2024. Under the
initial contract terms annual fee recalculation mechanisms adjust
fees for changes in volumes to support cash flow stability.
HESM OpCo has renewed several commercial agreements with Hess for a
second term that will begin in 2024 and continue through 2033. For
gathering and processing activities, the contract will convert to a
fixed-fee contract with MVCs continuing for the full 10 years. The
transition to the fixed fee in the second term will be set as an
average of the rate during the last three years (2021-2023) and
increase applying a CPI escalator through 2033. MVCs will also be
set in advance on a three-year rolling basis. As a result, revenues
will continue to be 100% fee based with at least 80% MVC revenue
protection through 2033.
HESM OpCo Growth: Following completion of the Tioga gas plant
expansion and the turnaround near the end of 2021, future capex
will focus on gathering well connects and additional gas
compression capacity driven by increased drilling from Hess. HESM
OpCo plans to add 85 million cubic feet per day (mmcf/d)
compression capacity by 2022, which is expandable to approximately
130mmcf/d. Expansions will support continued flaring reductions and
gas capture.
Contracts Provide Two-Fold Revenue Protection: HESM OpCo is a 100%
fee-based business. Its fixed fees are subject to annual
recalculation based HESM OpCo maintaining its targeted return on
capital through YE 2023 and longer for the terminal and export
agreement, as well as the water agreement. The calculation also
incorporates the production profile of Hess. In addition to this
recalculation structure, the suite of contracts provides that
near-term total revenues may be bolstered by MVCs.
HESM OpCo's 2021 10-K disclosed that the 2021 minimum volume
shortfall fee payments were $87 million, versus $18.7 million in
the prior year. The setting of MVCs is an annual exercise, and they
are established each year for the current year and the two
thereafter. Once the MVCs are set, they cannot be lowered. Hess, as
HESM OpCo's counterparty, will bear high effective unit costs in a
downside volume scenario by operation of the two revenue protection
mechanisms.
DERIVATION SUMMARY
HESM OpCo is rated 'BB+', one notch above EQM Midstream Partners,
LP (EQM; BB/Negative), which is also a midstream operator in a
single basin with customer concentration. Approximately 70% of
EQM's revenues are from EQT Corporation (BBB-/Stable) and its focus
is on natural gas in the Appalachian basin. HESM OpCo receives
revenues from a stronger counterparty, Hess. HESM OpCo's primary
assets are located in the Bakken region. In terms of size of
EBITDA, EQM is much larger than HESM OpCo. However, HESM OpCo is
rated above EQM given its strong contract structure from an
investment-grade counterparty and low leverage.
EnLink Midstream, LLC (EnLink; BB+/Positive) is a comparable in the
same rating category as HESM OpCo. Whereas EnLink is larger in
terms of size and scale with assets diversified in Oklahoma (STACK
play), the Permian and the Barnett, the company is more highly
leveraged. EnLink's leverage is expected to decline below Fitch's
4.5x positive leverage sensitivity by YE 2022, whereas HESM OpCo's
leverage is expected to decline closer to management's 3.0x
leverage target. HESM OpCo also compares more favorably in terms of
contract structure, as MVCs from EnLink's major counterparty Devon
Energy Corporation (BBB+/Stable) expired.
KEY ASSUMPTIONS
-- Gas processing capacity reaches 500mmcf/d in 2021;
-- Growth capex in increases incrementally in 2022;
-- Distributions grow 5% through 2023, following the 10% step-up
in 2021;
-- New senior unsecured notes issuance to fund the class B unit
repurchase.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Leverage sustained below 3.0x on a sustained basis in the
context of HESM OpCo maintaining its current size;
-- A significant acquisition that diversifies the company's
business risk, provided that leverage stays below 4.5x,
although this may vary, depending on the risk profile of the
acquisition.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Negative rating action at primary counterparty Hess;
-- Adverse changes in certain terms in the array of contracts
with Hess;
-- Leverage rising above 4.0x on a sustained basis in the context
of HESM OpCo maintaining its current size.
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: As of Dec. 31, 2021, HESM OpCo had
approximately $898.2 million of available liquidity. The company
had $2.2 million of cash on the balance sheet, $104 million drawn
on the $1 billion revolving credit facility and no LOC outstanding.
Additional revolver borrowings from the share buyback are being
repaid using the proceeds from the new senior unsecured issuance.
Pro forma revolver borrowings are $110. The next maturities are the
senior secured revolving credit facility and the senior secured
term loan due in 2024.
Financial covenants on the secured credit facilities permit a
maximum funded debt-to-EBITDA ratio of 5.0x (as defined in the
credit facilities), expanding temporarily to 5.5x in the event of
certain acquisitions. Pro forma the debt issuance, HESM OpCo was in
compliance with these financial covenants as of Dec. 31, 2021, and
Fitch expects this compliance to continue over the intermediate
term.
ISSUER PROFILE
HESM is a fee-based gathering- and processing-focused midstream
company with assets concentrated in the Bakken shale region in
North Dakota. HES has dedicated nearly all its existing and future
owned or controlled production in the Bakken under long-term
fee-based agreements supported by MVCs. HESM offers natural gas
gathering and compression, oil gathering, and produced water
gathering and disposal. Processing facilities include the Tioga Gas
Plant and joint-venture interest in LM4. Additionally, HESM offers
crude oil and natural, gas and liquid terminaling and export
facilities.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch typically calculates midstream energy issuers' leverage by
using an EBITDA figure that excludes earnings from equity
investments and adding in distributions from equity investments.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
Ratings for HESM OpCo are influenced by the ratings of the primary
counterparty HESS.
ESG CONSIDERATIONS
Hess Midstream Operations LP has an ESG Relevance Score of '4' for
Group Structure due to the somewhat complex group structure HESM
operates under with exposure to financial issues arising elsewhere
in the group, which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.
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.
HESS MIDSTREAM: S&P Rates New $400MM Unsecured Debt Issuance 'BB+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Hess Midstream Operations L.P.'s (HESM) proposed
$400 million senior unsecured debt issuance.
The partnership plans to use the net proceeds from this offering to
repay borrowings on the revolving credit facility, which were used
to fund the repurchase of approximately $400 million of class B
units from its two sponsors, Hess Corp. and Global Infrastructure
Partners. The purchase price per class B unit is $29.50, which
represents an approximately 5% discount to the volume-weighted
average trading price of HESM's class A shares from March 1-March
29, 2022.
The '3' recovery rating indicates S&P's expectation that lenders
would receive meaningful (50%-70%; rounded estimate: 55%) recovery
in the event of default. Its 'BB+' issuer credit rating on HESM is
unchanged.
HILCORP ENERGY: S&P Upgrades ICR to 'BB+' on Debt Paydown
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating to 'BB+' from
'BB' on U.S.-based privately-held oil and gas exploration and
production company Hilcorp Energy I L.P. At the same time, S&P
raised its 'BB' issue-level rating on the company's senior
unsecured notes to 'BB+'. The '3' recovery rating is unchanged.
S&P assigned its 'BB+' issue-level rating and '3' recovery rating
to Hilcorp Energy I LP and Hilcorp Finance Company's new senior
unsecured notes due 2030 and 2032.
The stable outlook reflects S&P's view that funds from operations
(FFO) to debt will rise above 45% while debt to EBITDA declines
below 2x on a consolidated basis for the next two years.
Continued debt paydown and an improved commodity price environment
will lead to improved credit ratios. Hilcorp has paid down
approximately $1.5 billion of the original BP acquisition
associated financing, with the acquisition enhancing Hilcorp's
portfolio of mature, long-lived assets with limited exploration
needs. S&P said, "Additionally, we recently raised our price
assumptions for West Texas Intermediate (WTI) oil to $80 per barrel
(bbl) for the remainder of 2022 and $65/bbl in 2023. We also raised
our Henry hub natural gas price assumption to $4 per million Btu
(mmBtu) in 2022 and $3.25 per mmBtu in 2023. We anticipate the
strong commodity price environment will result in continued strong
free cash flow generation, which we expect to be used toward debt
paydown including through the company's BP earnout agreement. That
said, we note improved commodity prices have resulted in
significant cash taxes in Alaska, and note that Hilcorp's targeted
$200 million in annual dividends will also be a call on the company
free cash."
The consolidation of the restricted and unrestricted assets helps
simplify Hilcorp's capital structure. S&P said, "The proposed
combined structure does not change our assessment of Hilcorp's
financial risk profile, as we have historically consolidated the
restricted and unrestricted subsidiaries. However, we do view the
more simplified capital structure as favorable from a qualitative
perspective." The company has announced its intention to issue an
aggregate of $800 million in senior unsecured notes, which combined
with reserve-based lending borrowings and cash on hand will be used
to pay the remainder of the term loan associated with BP. The
additional outstanding seller financing – via a contingent
earn-out - will continue to take precedence over cash flows from
the acquired BP assets with the payment holiday anticipated to end
in 2023.
S&P said, "Post-consolidation we anticipate the company to maintain
a moderate financial policy of approximately 2.0x leverage and a
consistent dividend policy. Hilcorp has set a maximum annual
dividend of $200 million per year in 2022, which provides greater
predictability distributions to its parent relative to historical
years. Additionally, the company has a leverage target of 2x in a
strong commodity environment, combined with a required earnout
agreement that should reduce debt on a more permanent basis.
"Our stable rating outlook on Hilcorp reflects our expectation that
financial metrics will improve over the next two years, driven by
strength in oil and natural gas prices. We expect FFO to debt of
about 45%-55%, discretionary cash flow (DCF) to debt of 15%-30%,
and debt to EBITDA in the 1.75x-2x range."
S&P could lower ratings if it expects Hilcorp's FFO to debt to
approach 30% on a sustained basis. This would most likely occur
if:
-- Commodity prices fall below the current market and the company
does note take steps to reduce spending; or
-- The company makes a meaningfully larger-than-anticipated
distribution to its parent.
While highly unlikely, S&P could raise the rating should:
-- The company's scale and diversification increase to match that
of higher-rated peers; or
-- FFO to debt rises well above 60% and be sustained at S&P's long
term price deck assumptions of $50/bbl WTI and $2.75/mmBtu Henry
Hub.
ESG credit indicators: E-4, S-2, G-2
Environmental factors are a negative consideration in S&P's rating
analysis on Hilcorp Energy I L.P. as the exploration and production
industry contends with an accelerating energy transition and
adoption of renewable energy sources. S&P believes falling demand
for fossil fuels will lead to declining profitability and returns
for the industry as it fights to retain and regain investors that
seek higher return investments. While the company has yet to come
out with specific targets, its stated strategic goal is to be the
most responsible operator of late-in-life assets.
HLMC TITLE: Seeks Cash Collateral Access
----------------------------------------
HMLC Title Services, Inc. asks the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, for authority to
use cash collateral and provide adequate protection.
The Debtor requires access to cash collateral to permit, among
other things, the orderly maintenance and operation of the
Property, including payment of the necessary insurance and
utilities with respect to the property occupied by the tenants.
To pay for the cost of renovating and improving the property
located in Homewood, Illinois, the Debtor, as borrower, obtained a
$150,000 loan under a mortgage agreement dated September 15, 2017,
from Sapient Providence, LLC. This mortgage was recorded on
September 19, 2017, as Document No. 1726212025 with the Cook County
Recorder of Deeds, securing a promissory note of even date for
$150,000 in favor of Sapient.
On August 23, 2018, the Debtor executed a Modification of Note and
Mortgage with Sapient whereby, the Lender furnished an additional
$210,000 raising the principal balance to $360,000. The First
Modification was recorded on October 30, 2018, as Document Number
1830357227 with the Cook County Recorder of Deeds.
In June 2019, the Debtor leased a portion of the Premises to Don
Qoyo fine cuisine and Kenneth Owens from Beauty Barber Academy,
Inc.
In February 2020, due to the COVID-19 pandemic, the Debtor's
tenants defaulted on their lease payments. Both tenants ultimately
filed for Chapter 7 bankruptcy protection foreclosing any
collection efforts of outstanding rents in the amounts over
100,000. As a result, the Debtor was unable to make the payments
to Sapient.
In August 2021, the Debtor executed a Modification of Note and
Mortgage whereby (a) Principal balance was increased to $485,435;
(b) the Maturity was extended to September 1, 2022; (c) the Note
interest rate was reduced to 9.95%; and, (d) the monthly payment
was modified to $4,025 effective August 15, 2021.
On October 21, 2021, Sapient filed a foreclosure lawsuit against
the Debtor in Cook County, captioned, Sapient Providence LLC v.
HLMC Title Services, Inc. et al, Case Number 2021-CH05381. As of
the Petition Date, the indebtedness due Sapient under the First
Mortgage, as modified by Second Modification, is $485,435.
Since the filing of the Petition, the Debtor has not collected any
rent from the tenants and is awaiting the Court's permission to
collect the rent.
As adequate protection for the Debtor's use of cash collateral,
Sapient will be granted a replacement lien of the same priority and
to the same extent and in the same collateral as Sapient had
prepetition.
The Debtor will pay $4,625 to Sapient from funds in the Cash
Collateral Account within one business day of receipt of a monthly
payment of Rent, until the earliest of the following:
a. The date on which the Debtor's rights to use Cash Collateral
ceases;
b. Entry of a Court order directing the cessation of such
payments;
c. Conversion of this proceeding to Chapter 7 of the Bankruptcy
Code;
d. Dismissal of this proceeding; or
e. Appointment of a trustee in this proceeding.
The Debtor requests that the preliminary hearing to provide interim
relief requested in the motion be heard on or before April 21,
2022.
A copy of the order is available at https://bit.ly/3qUWpXk from
PacerMonitor.com.
About HMLC Title Services, Inc.
HMLC Title Services, Inc. was organized as an Illinois corporation
in 2012. HMLC currently operates from 1147 W. 175th Homewood,
Illinois 60430. It owns a real property located at 17532-42 Dixie
Highway, Homewood, Illinois 60430, where it operates a strip mall.
The Property consists of four Permanent Index Numbers namely,
29-31-112-027-0000, 9-31-112-025-0000, 29-31-112-010-0000, and
29-31-112-002-0000.
HMLC sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Ill. Case No. 22-02518) on March 4, 2022. In the
petition signed by Rajei J. Haddad, president, the Debtor disclosed
up to $50,000 in assets and up to $1 million in liabilities.
Laxmi P. Sarathy, Esq., at Whitestone, P.C., is the Debtor's
counsel.
HOLLIDAY ROAD: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Holliday Road Burgers LLC, which operates a restaurant known as
Gene's Tasty Burgers in Wichita Falls, sought Chapter 11
protection.
Gene's had been a successful business and well known in Wichita
Falls for decades. The Debtor purchased Gene's in 2009. Debtor
has provided the Bank with financial statements representing Gene's
to have a value of $565,000. As recent as 2019, the Debtor turned
down an offer of $200,000 to purchase Gene's. Under the right
management, it is believed that Gene’s would be a successful and
profitable restaurant.
On January 19, 2022, the 78th District Court of Wichita County,
Texas entered judgment against Debtor in the amount of $443,925.44,
plus interest at 18% per annum. The judgment also provided for an
order of sale for the judicial foreclosure of the Bank's lien on
the real property and personal property of the Debtor.
A judicial foreclosure sale on the assets, both real property and
personal property, of the Debtor was scheduled for Tuesday, April
5, 2022. The bankruptcy filing has prompted an automatic stay of
the foreclosure sale.
The Bank on April 6, 2022, filed a motion for relief from the
automatic stay. In the event the Debtor cannot or does not make
adequate protection payments to the Bank and provide proof of
insurance, the Bank requests that the automatic stay be terminated
to allow the Bank to complete its
foreclosure sale.
About Holliday Road Burgers
Holliday Road Burgers LLC, which operates a restaurant known as
Gene's Tasty Burgers in Wichita Falls, Texas, sought Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 22-70053) on April
4, 2022. In the petition filed by Daine Clay, as management member,
Holliday Road Burgers LLC listed estimated assets between $0 and
$50,000 and estimated liabilities between $100,000 and $500,000.
Eric A. Liepins, of Eric A. Liepins, P.C., is the Debtor's counsel.
HOUSTON AMERICAN: Incurs $1 Million Net Loss in 2021
----------------------------------------------------
Houston American Energy Corp. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $1.02 million on $1.33 million of oil and gas revenue for
the year ended Dec. 31, 2021, compared to a net loss of $4.04
million on $552,345 of oil and gas revenue for the year ended Dec.
31, 2020.
As of Dec. 31, 2021, the Company had $10.73 million in total
assets, $421,910 in total liabilities, and $10.31 million in total
shareholders' equity.
At Dec. 31, 2021, the Company had a cash balance of $4,894,577 and
working capital of $5,052,685, compared to a cash balance of
$1,242,560 and working capital of $1,142,512 at Dec. 31, 2020.
Houston American stated, "The Company has incurred continuing
losses since 2011, including a loss of $1,021,530 for the year
ended December 31, 2021. As a result of the steep global economic
slowdown that began in March 2020 as the coronavirus pandemic
("COVID-19") spread, oil and gas demand and prices realized from
oil and gas sales declined sharply. While the COVID-19 crisis has,
in some regards, subsided and the global economy and oil and gas
prices have recovered, future spikes in COVID-19 infection rates
could result in declines in global economic activity and oil and
gas prices. Any such future declines in prices would adversely
affect the Company's revenues and profitability."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1156041/000149315222008596/form10-k.htm
About Houston American Energy
Based in Houston, Texas, Houston American Energy Corp. is a
publicly-traded independent energy company with interests in oil
and natural gas wells, minerals and prospects. The company's
business strategy includes a property mix of producing and
non-producing assets with a focus on the Permian Basin in Texas,
Louisiana and Columbia.
Houston American reported a net loss of $2.51 million for the year
ended Dec. 31, 2019, and a net loss of $4.04 million for the year
ended Dec. 31, 2018. As of June 30, 2021, the Company had $11.15
million in total assets, $443,622 in total liabilities, and $10.71
million in total shareholders' equity.
INTELLIPHARMACEUTICS: Incurs $5.1M Net Loss in FY Ended Nov. 30
---------------------------------------------------------------
Intellipharmaceutics International Inc. filed with the Securities
and Exchange Commission its Annual Report on Form 20-F disclosing a
net loss and comprehensive loss of $5.14 million on zero revenue
for the year ended Nov. 30, 2021, compared to a net loss and
comprehensive loss of $3.39 million on $1.40 million of revenue for
the year ended Nov. 30, 2020.
As of Nov. 30, 2021, the Company had $2.10 million in total assets,
$10.25 million in total liabilities, and shareholders' deficiency
of $8.16 million.
Toronto, Canada-based MNP LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated Feb. 28,
2022, 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.
The Company had cash of $771,945 as at Nov. 30, 2021 compared to
$202,046 as at Nov. 30, 2020. The increase in cash was due to the
completion of a non-brokered private placement of 9,414,560 common
shares of the Company at a price of C$0.41 per Common Share for
total gross proceeds of C$3,859,969 in April 2021, as well as lower
expenditures for R&D, selling and general, and administrative
expenses.
For the year ended Nov. 30, 2021, net cash flows used in operating
activities increased to $2,461,329 as compared to net cash flows
provided from operating activities of $112,108 for the year ended
Nov. 30, 2020. The increase was primarily a result of the Company
decrease in accounts receivable, paying off more accounts payable,
offset by a decrease in R&D and selling, lower general and
administrative expense, and a decrease in wages and benefits.
R&D costs, which are a portion of the cash flows used in operating
activities, related to continued internal R&D programs, are
expensed as incurred. However, equipment and supplies are
capitalized and amortized over their useful lives if they have
alternative future uses. For the year ended Nov. 30, 2021 and the
year ended Nov. 30, 2020, R&D expenses were $2,661,875, and
$3,517,018, respectively. The decrease is primarily due to reduced
third party consulting fees, decreased materials expense, decreased
patent expenses, and the reduction in R&D staff.
For the year ended Nov. 30, 2021, net cash flows from financing
activities were $3,031,228, compared to $Nil for the year ended
Nov. 30, 2020. The increase in financing activities is related to
the completion of a non-brokered private placement of 9,414,560
common shares of the Company at a price of C$0.41 per Common Share
for total gross proceeds of C$3,859,969.
A full-text copy of the Form 20-F is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001474835/000165495422004402/ipii_20f.htm
About Intellipharmaceutics
Intellipharmaceutics International Inc. is a pharmaceutical company
specializing in the research, development and manufacture of novel
and generic controlled-release and targeted-release oral solid
dosage drugs. The Company's patented Hypermatrix technology is a
multidimensional controlled-release drug delivery platform that can
be applied to a wide range of existing and new pharmaceuticals.
Intellipharmaceutics has developed several drug delivery systems
based on this technology platform, with a pipeline of products
(some of which have received FDA approval) in various stages of
development. The Company has ANDA and NDA 505(b)(2) drug product
candidates in its development pipeline. These include the
Company's abuse-deterrent oxycodone hydrochloride extended release
formulation ("Oxycodone ER") based on its proprietary nPODDDS novel
Point Of Divergence Drug Delivery System (for which an NDA has been
filed with the FDA), and Regabatin XR (pregabalin extended-release
capsules).
INTERPACE BIOSCIENCES: Incurs $14.9 Million Net Loss in 2021
------------------------------------------------------------
Interpace Biosciences, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$14.94 million on $41.31 million of net revenue for the year ended
Dec. 31, 2021, compared to a net loss of $26.45 million on $32.40
million of net revenue for the year ended Dec. 31, 2020.
"2021 has been a transformative year for Interpace," said Thomas
Burnell, president and CEO. Burnell added, "The Company
established a sense of urgency and focus, right-sized its
infrastructure, forged significant lending and investor
relationships, and markedly grew revenue and improved overall
profitability despite many unanticipated challenges."
Thomas Freeburg, the Company's CFO added, "During 2021, Interpace
achieved significant improvement in overall profitability compared
to the prior two successive years, with improved financial results
across the board. We achieved substantial revenue growth and gross
margin expansion while significantly reducing operating expenses.
We intend to continue our focus on expense control, revenue growth,
commercial payer reimbursement and expansion to drive further
improvement in our profitability in 2022."
Burnell continued, "While we did not fully achieve our lofty
expectations of being cash flow breakeven by the end of 2021, and
we entered 2022 with concerns related to reimbursement of the
Company's flagship Thyroid test, ThyGENext, we have been notified
by Centers for Medicare & Medicaid Services (CMS) and National
Correct Coding Initiative (NCCI) that processing of claims for
dates of service after January 1, 2022 will be completed beginning
July 1, 2022 and are prepared to move forward with our planned
growth strategy - with emphasis on expansion of the Company's
clinical diagnostics testing platform and portfolio, and a
streamlined, more efficient approach to meeting the needs of our
pharma services clients."
As of Dec. 31, 2021, the Company had $38.43 million in total
assets, $34.31 million in total liabilities, $46.54 million in
preferred stock, and a total stockholders' deficit of $42.42
million.
Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
operating losses, has negative operating cash flows and is
dependent upon its ability to generate profitable operations in the
future and/or obtain additional financing to meet its obligations
and repay its liabilities arising from normal business operations
when they come due. These conditions raise substantial doubt about
its ability to continue as a going concern.
Fourth Quarter 2021 Financial Performance as Compared to the Fourth
Quarter of 2020
* Net Revenue was $10.9 million for the fourth quarter of 2021,
a 13% improvement over the prior year period. The increase in Net
Revenue was driven by increased reimbursement rates and clinical
services volume, partially offset by a decrease in pharma services
revenue.
* Gross Profit percentage was 41% compared to 32% for the fourth
quarter of 2020, with the improvement driven by higher volume,
increases in reimbursement rates and a change in the gross profit
mix.
* Loss from Continuing Operations was $(3.7) million vs $(8.1)
million in the prior year quarter, an improvement of $4.4 million.
* Adjusted EBITDA was $(2.1) million vs $(4.1) million in the
prior year quarter, with the improvement primarily attributable to
the lower Loss from Continuing Operations.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1054102/000149315222008501/form10-k.htm
About Interpace
Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a
Interpace Diagnostics Group, Inc. -- http://www.interpace.com--
offers specialized services along the therapeutic value chain from
early diagnosis and prognostic planning to targeted therapeutic
applications. Clinical services, through Interpace Diagnostics,
provides clinically useful molecular diagnostic tests,
bioinformatics and pathology services for evaluating risk of cancer
by leveraging the latest technology in personalized medicine for
improved patient diagnosis and management. Pharma services, through
Interpace Pharma Solutions, provides pharmacogenomics testing,
genotyping, biorepository and other customized services to the
pharmaceutical and biotech industries.
ION GEOPHYSICAL: Debt Forbearance Extended Until April 10, 2022
---------------------------------------------------------------
ION Geophysical Corporation (NYSE:IO) announced April 5, 2022, that
it has entered into a Second Amendment to the Second Forbearance
extension with the lenders under its Seventh Amendment to the
Credit Agreement dated March 8, 2022, pursuant to which the lenders
have agreed to extend the current forbearance through April 10,
2022. ION also announced that it had entered into Amendment No. 3
to the Forbearance Agreement with holders of more than 79% of its
2025 Notes to continue their forbearance through April 10, 2022.
ION remains in continuing discussions with its lenders and the
holders of its 2025 Notes and other indebtedness regarding various
strategic alternatives to strengthen its financial position and
maximize stakeholder value. These strategic alternatives include,
among others, a sale or business combination transaction or sales
of assets, any of which may be executed as part of an in-court or
out-of-court restructuring process.
About ION Geophysical Corp.
Headquartered in Houston, Texas, ION (NYSE: IO) --
http://www.iongeo.com/-- is an innovative, asset light global
technology company that delivers powerful data-driven
decision-making offerings to offshore energy, ports and defense
industries. The Company is entering a fourth industrial revolution
where technology is fundamentally changing how decisions are made.
The Company provides its services and products through two business
segments -- E&P Technology & Services and Operations Optimization.
ION Geophysical reported a net loss of $37.11 million for the year
ended Dec. 31, 2020, compared to a net loss of $47.21 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had
$190.91 million in total assets, $256.07 million in total
liabilities, and a total deficit of $65.17 million.
Houston, Texas-based Grant Thornton LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company
had outstanding $120.6 million aggregate principal amount of its
9.125% Senior Secured Second Priority Notes, which mature on Dec.
15, 2021. The Notes, classified as current liabilities, caused the
Company's current liabilities to exceed its current assets by
$150.9 million and its total liabilities exceed its total assets by
$71.1 million. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.
* * *
As reported by the TCR on Jan. 6, 2022, S&P Global Ratings lowered
its issuer credit rating on U.S.-based marine seismic data company
ION Geophysical Corp. to 'D' from CCC'. S&P said the downgrade
reflects ION Geophysical's missed interest and principal payments
on its 8% senior secured notes due 2025 and its 9.125% unsecured
notes due 2021.
J.F. GRIFFIN: Wins Cash Collateral Access Thru June 3
-----------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts authorized J. F. Griffin Publishing, LLC
to use cash collateral on a final basis under the same terms and
conditions of the previous order, through June 3, 2022.
A hearing on the Debtor's bid for further cash collateral access is
scheduled for June 3 at 12 p.m. by video conference.
A copy of the order is available for free at https://bit.ly/3wXl8OG
from PacerMonitor.com.
About J. F. Griffin Publishing, LLC
J. F. Griffin Publishing, LLC is a full-service publisher of
informational and educational materials for different media types.
Its core services include complete content review, layout and
design services, project management, app development, and sale and
sponsorship integration. It currently produces 100 titles for state
agencies in 30 states, manages more than 90 web properties, and has
a mobile app. It has approximately 14 employees, including its
managing member, and maintains offices in Williamstown,
Massachusetts, and Birmingham, Alabama. Historically, it has
averaged approximately $4.6 million a year in gross revenue.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 21-30225) on June 21,
2021.
Judge Elizabeth D. Katz oversees the case.
Andrea M. O'Connor, Esq., at Fitzgerald Attorneys at Law, PC is the
Debtor's counsel.
JARED ALLEN WATTS: Selling 2015 GMC Yukon Truck for at Least $40K
-----------------------------------------------------------------
Jared Allen Watts and Sarah Danielle Watts ask the U.S. Bankruptcy
Court for the Eastern District of California to authorize them to
sell their 2015 GMC Yukon XL truck for no less than $40,000.
A hearing on the Motion is set for April 20, 2022, at 9:30 a.m.
The Debtors own and operate a hay brokerage and commercial
transportation business. They have continued to operate their
business since they filed for relief under Chapter 11.
Their assets include the Yukon Truck. The Yukon Truck secures
repayment of Safe 1 Credit Union's Class Four claim. Safe 1's
Class Four claim was $22,219.81 on the Petition Date according to
the First Modified Plan. The Debtors have been informed by Safe 1
that the balance owed on the Class Four claim is $17,249.43.
The Debtors have determined that they do not need the Yukon Truck
for use in their business or reorganization. Therefore, they have
determined that it is in their best interest to sell the Yukon
Truck and satisfy the debt owed to Safe 1. Proceeds received from
the sale 13 of the Yukon Truck will be used to (a) satisfy Safe 1's
claim secured by the lien against the Yukon Truck and (b) reduce
the payments to priority and general unsecured creditors required
by the First Modified Plan.
The Debtors believe that the Yukon Truck has a value of $40,000 or
more and they are seeking authorization to sell the Yukon Truck for
no less than $40,000 through the Motion. They believe that Safe 1
will consent to the sale of18 the Yukon Truck and will release its
lien against the Yukon Truck upon receipt of the proceeds.
By the Motion, the Debtors pray that: (i) their Motion be granted,
(ii) they be authorized to sell the Yukon Truck for no less than
$40,000, (iii) they be authorized to sell the Yukon Truck free and
clear of the lien held by Safe 1, and (iv) they be authorized to
use proceeds received from the sale to satisfy or reduce Safe 1's
secured claim and make payment to general unsecured creditors if
applicable.
Jared Allen Watts and Sarah Danielle Watts sought Chapter 11
protection (Bankr. E.D. Cal. Case No. 20-12258) on July 2, 2020.
The Debtors tapped Leonard Welsh, Esq., as counsel. The Court
confirmed the Debtors' First Modified Plan of Reorganization
September 29, 2020 as Modified on Nov. 21, 2021.
JARED ALLEN WATTS: Selling Freightliner Coronado Trucks for $127K
-----------------------------------------------------------------
Jared Allen Watts and Sarah Danielle Watts ask the U.S. Bankruptcy
Court for the Eastern District of California to authorize them to
sell their Freightliner Coronado Trucks - Contact 32001 for no less
than $127,000.
A hearing on the Motion is set for April 20, 2022, at 9:30 a.m.
The Debtors own and operate a hay brokerage and commercial
transportation business. They have continued to operate their
business since they filed for relief under Chapter 11.
Their assets include the two Freightliner Coronado Trucks. The
Freightliners secure repayment of Daimler Truck Financial's Class
Ten claim. Daimler's allowed Class Ten claim was $140,963.44 on
the Petition Date according to the First Modified Plan. The
Debtors have been informed by Daimler that the balance owed on the
Class Ten claim is $126,862.
The Debtors have determined that they do not need the Freightliner
32001 for use in their business or reorganization. Therefore, they
have determined that it is in their best interest to sell the
Freightliner 32001 and satisfy or reduce the debt owed to Daimler.
Proceeds received from the sale of the Freightliner 32001 will be
used to satisfy or reduce Daimler's claim secured by the lien
against the Freightliner 32001. The Debtors believe that the
Freightliner 32001 has a value of $127,000 or more and Debtors are
seeking authorization to sell the Freightliner 32001 for no less
than $127,000 through the Motion. They believe that Daimler will
consent to the sale of the Freightliner 32001 and will release its
lien against the Freightliner 32001 upon receipt of the proceeds.
By the Motion, the Debtors pray that: (i) their Motion be granted,
(ii) they be authorized to sell the Freightliner 32001 for no less
than $127,000, (iii) they be authorized to sell the Freightliner
32001 free and clear of the lien held by Daimler, and (iv) they be
authorized to use proceeds received from the sale to satisfy or
reduce Daimler's secured claim and make payment to general
unsecured creditors if applicable.
Jared Allen Watts and Sarah Danielle Watts sought Chapter 11
protection (Bankr. E.D. Cal. Case No. 20-12258) on July 2, 2020.
The Debtors tapped Leonard Welsh, Esq., as counsel. The Court
confirmed the Debtors' First Modified Plan of Reorganization
September 29, 2020 as Modified on Nov. 21, 2021.
JARED ALLEN WATTS: Selling Wilson Step Deck Trailers for $25K Each
------------------------------------------------------------------
Jared Allen Watts and Sarah Danielle Watts ask the U.S. Bankruptcy
Court for the Eastern District of California to authorize them to
sell their two Wilson Step Deck Trailers for no less than $25,000
each.
A hearing on the Motion is set for April 20, 2022, at 9:30 a.m.
The Debtors own and operate a hay brokerage and commercial
transportation business. They have continued to operate their
business since they filed for relief under Chapter 11.
Their assets include the 2011 Freightliner Coronado Truck and the
Trailers. The Freightliner and Trailers secure repayment of BMO
Harris Bank's ("BMO") Class Five claim. BMO's Class Five claim was
$64,048.92 on the Petition Date according to the First Modified
Plan. The Debtors have been informed by BMO that the balance owed
on the Class Five claim is $44,688.48.
The Debtors have determined that they do not need the Trailers for
use in their business or reorganization. Therefore, they have
determined that it is in their best interest to sell the Trailers
and satisfy or reduce the debt owed to BMO. Proceeds received from
the sale of the Trailers will be used to satisfy or reduce BMO's
claim secured by the lien against the Trailers.
The Debtors believe that the Trailers have values of $25,000 or
more per trailer and Debtors are seeking authorization to sell the
Trailers for no less than $25,000 each through the Motion. They
believe that BMO will consent to sale of the Trailers and will
release its lien against the Trailers upon receipt ofthe proceeds.
By the Motion, the Debtors pray that: (i) their Motion be granted,
(ii) they be authorized to sell the Wilson Step Deck Trailers for
no less than $25,000 each, (iii) they be authorized to sell the
Wilson Step Deck Trailers free and clear of the lien held by BMO,
and (iv) they be authorized to use proceeds received from the sale
to satisfy or reduce BMO's secured claim and make payment to
general unsecured creditors if applicable.
Counsel for Debtors:
Leonard Welsh, Esq.
LAW OFFICES OF LEONARD K. WELSH
1800 30th Street, Fourth Floor
Bakersfield, CA 93301
Telephone: (661) 328-5328
Facsimile: (661) 760-9900
E-mail: lwelsh@lkwelshlaw.com
Jared Allen Watts and Sarah Danielle Watts sought Chapter 11
protection (Bankr. E.D. Cal. Case No. 20-12258) on July 2, 2020.
The Debtors tapped Leonard Welsh, Esq., as counsel. The Court
confirmed the Debtors' First Modified Plan of Reorganization
September 29, 2020 as Modified on Nov. 21, 2021.
JULIO A. GARCIA: Peegan Offers $1.425M for Chicago Commercial Asset
-------------------------------------------------------------------
Julio A. Garcia and Bonnie L. Garcia ask the U.S. Bankruptcy Court
for the Northern District of Illinois to authorize the sale of the
commercial real property located at 5447-55 N. Lincoln Ave., in
Chicago, Illinois 60625, to Peegan Dev. Inc. for $1,425,00.
An electronic hearing on the Motion is set for April 2022, at 10:00
a.m. using Zoom for Government. Objections, if any, must be filed
no later than two business days before that date.
The Debtors are the owner of the Property improved by an auto
repair business.
After negotiations with the Buyer and the conducting of a due
diligence investigation on March 21, 2022, the Debtors have entered
into a Real Estate Contract with the Buyer of the Property for the
sale price of $1,425,00.
The sale of the Property was procured pursuant to an Exclusive
Listing Agreement requiring a broker's commission of 5%, which was
approved by prior order of the Court.
The only known lien against the property is the mortgage held by
Albany Bank & Trust Company N.A. the in the approximate amount of
$1,250,000, leaving approximately $125,000 in equity after paying
real estate taxes and tax prorations.
The Property is the only tangible asset of the Debtors having
liquidation value.
The Debtors seek to sell the Property free and clear of liens with
the same to attach to the proceeds of sale.
The Buyer is an experienced developer who should have his financing
prior to the hearing date according to the terms of the Contract.
The Contract does not require a zoning change. It is the Debtors'
understanding that an "alley access letter" is customarily approved
by the Alderman as being non-discretionary act.
The Debtors must provide a survey and a clean Phase II
environmental report for the sale to proceed, which is also
customary.
The scheduled priority claim against the Debtors are approximately
$4,000 and the undisputed general unsecured claims are
approximately $57,000.
The Debtors recommend approval of the sale of the Property as being
in the best interest of all interested parties.
The Debtors pray for the entry of an Order herein as follows:
A) The Debtors be authorized to sell the Property pursuant to
the Contract, free and clear of liens with the same to attach to
the proceeds of sale;
B) The Debtors be authorized to pay the customary closing
costs at closing including but not limited to transfer taxes, tax
prorations, brokers' commissions, title insurance, attorney fees,
and such other costs of closing;
C) The balance of the proceeds of sale after the payment
described will held by the title company subject to further order
of Court;
D) The Debtors be authorized to execute any and all documents
necessary to close the sale of the Property;
E) The 14-day stay of sale pursuant to Bankruptcy Rule
6004(h) be waived; and
F) For such other order as the Court deems just and proper.
A copy of the Contract is available at https://tinyurl.com/zun7ry5u
from PacerMonitor.com free of charge.
Counsel for Debtors:
John H. Redfield, Esq.
CRANE, SIMON, CLAR & GOODMAN
135 S. LaSalle, Suite 3950
Chicago, IL 60603
Telephone: (312) 641-6777
E-mail: jredfield@cranesimon.com
Julio A. Garcia and Bonnie L. Garcia sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 22-00130) on Jan. 6, 2022.
JUST ENERGY: Seeks Canadian Ruling on Texas Electric Price Suit
---------------------------------------------------------------
Rick Archer of Law360 reports that a bankrupt Canadian-incorporated
Texas power retailer Monday, April 6, 2022, took the advice of a
Texas bankruptcy judge to try to seek advice from the Canadian
courts before proceeding with its attempt to claw back $274 million
in payments to the Electric Reliability Council of Texas.
At a virtual hearing, Bankruptcy Judge David Jones said he
disagreed with ERCOT's argument that the Just Energy Group lacks
standing under Canadian law to bring its suit, but he said getting
a ruling from the Canadian courts on the issue will save both
parties lengthy appeals in the U.S. courts.
About Just Energy
Just Energy Group Inc. (TSX:JE; NYSE:JE) --
https//www.justenergy.com/ -- is a retail energy provider
specializing in electricity and natural gas commodities and
bringing energy efficient solutions and renewable energy options to
customers. Currently operating in the United States and Canada,
Just Energy serves residential and commercial customers. Just
Energy is the parent company of Amigo Energy, Filter Group Inc.,
Hudson Energy, Interactive Energy Group, Tara Energy, and
terrapass.
On March 9, 2021, Just Energy Group Inc., Just Energy Corp.,
Ontario Energy Commodities Inc., Universal Energy Corporation, Just
Energy Finance Canada ULC, Hudson Energy Canada Corp., Just
Management Corp., Just Energy Finance Holding Inc., 11929747 Canada
Inc., 12175592 Canada Inc., JE Services Holdco I Inc., JE Services
Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions
Corp., Just Energy (U.S.) Corp., Just Energy Illinois Corp, Just
Energy Indiana Corp., Just Energy Massachusetts Corp., Just Energy
New York Corp., Just Energy Texas I Corp., Just Energy, LLC, Just
Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy
Solutions Inc., Hudson Energy Services LLC, Hudson Energy Corp.,
Interactive Energy Group LLC, Hudson Parent Holdings LLC, Drag
Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail
Energy LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just
Energy Marketing Corp., Just Energy Connecticut Corp., Just Energy
Limited, Just Solar Holdings Corp., and Just Energy (Finance)
Hungary ZRT filed for protection under the Companies' Creditors
Arrangement Act ("CCAA") before the Ontario Superior Court of
Justice (Commercial List).
Just Energy Group Inc. and its affiliates filed petitions under
Chapter 15 of the Bankruptcy Code in the United States (Bankr. S.D.
Tex. Lead Case No. 21-30823) on March 9, 2021, to seek recognition
of the Canadian proceedings.
FTI Consulting Canada Inc. has consented to act as monitor in the
CCAA proceeding. BMO Capital Markets has been engaged as financial
advisor, Osler, Hoskin & Harcourt LLP and Fasken Martineau DuMoulin
LLP are legal advisors in Canada, Kirkland & Ellis LLP and Jackson
Walker LLP are legal advisors in the United States.
K.R. CALVERT: Wins Cash Collateral Access Thru May 31
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, authorized K.R. Calvert Co., LLC and Calvert
Health, LLC to continue using cash collateral on an interim basis
in accordance with the budget and provide adequate protection.
The Debtors are permitted to use cash collateral up to a maximum of
110% of the semi-monthly budgeted amount set forth on the budget
through May 31, 2022.
Newtek Small Business Finance, LLC asserts an interest in the
Debtors' cash collateral.
As adequate protection for the Debtor's use of cash collateral,
Newtek is granted a first priority, valid, binding, enforceable and
automatically perfected replacement lien and security interest, and
if necessary, adequate protection liens, in the Debtors' cash
collateral, and in all collateral as to which Newtek held a validly
perfected lien pre-petition.
As further security and adequate protection for any decrease in the
value of any collateral, Newtek is granted a senior security
interest in all property and assets of each of the Debtors.
The replacement lien and security interest granted will be deemed
automatically perfected upon entry of the Order without the
necessity of Newtek taking possession of any collateral or filing
financing statements or other documents.
As adequate protection payment for the use of cash and the ongoing
diminution in value over the passage of time for continued use of
approximately 47 vehicles subject to Newtek's lien, Newtek will
receive a $22,000 payment per month during the Cash Use Period, on
the schedule as reflected in the Budget. The payments will be
credited to reduce the principal balance of whatever amount
Newtek's secured claim is later determined to be under the
provisions and operation of 11 U.S.C. section 506.
To the extent that the adequate protection provided to Newtek in
the order is insufficient to protect its interests, Newtek is
granted a superpriority administrative expense claim and all other
benefits and protections allowable under 11 U.S.C. section 507(b).
Debtor Calvert Health will provide Newtek with semi-monthly
financial reports, sworn as to accuracy by Calvert Health's CEO
using the same form as used during the Interim Cash Use Period, on
or before the 21st day of each month for the first half of that
month, and on or before the 7th day of each month for the second
half of the prior month, with the first report due on April 21,
2022, for the period of April 1, 2022 through April 15, 2022.
These events constitute an "Event of Default:"
a. Any failure of either Debtor to comply with any of the
terms of the Further Cash Collateral Order or any agreement
executed in connection therewith;
b. Either Debtor seeks or if there is entered, any order
dismissing or converting either Chapter 11 case (without the
consent of Newtek);
c. Either Debtor grants mortgages, security interests, liens
or permits encumbrances to attach to the collateral senior to or in
parity with the security interests and liens that Newtek has
against the collateral; or
d. Either Debtors make any materially inaccurate
representation or provides any materially inaccurate information to
Newtek or to the Court.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3u3uzKh from PacerMonitor.com.
The Debtor projects $228,667 in total revenue and $254,065 in total
disbursements for the period.
About KR Calvert and Calvert Health
KR Calvert Co., LLC and Calvert Health, LLC filed petitions for
Chapter 11 protection (Bankr. M.D. Tenn. Case No. 21-03905 and
21-03906) on Dec. 27, 2021. Klein Calvert and Pamela Calvert,
members, signed the petitions.
At the time of filing, KR Calvert listed up to $50,000 in assets
and up to $10 million in liabilities while Calvert Health listed as
much as $10 million in both assets and liabilities.
Judge Randal S. Mashburn oversees the cases.
The Debtors tapped Henry E. Hildebrand, IV, Esq., at Dunham
Hildebrand PLLC as legal counsel.
Newtek Small Business Finance, LLC, as secured creditor, is
represented by Daniel H. Puryear, Esq., at Puryear Law Group.
KDR SUPPLY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: KDR Supply, Inc.
3112 Beaumont Ave
Liberty, TX 77523
Business Description: KDR Supply was founded in 1981 to support
the local oilfield service industry. The
Debtor offers, subsurface pumps,
industrial supplies, oilfield supplies,
pumps, and tools.
Chapter 11 Petition Date: April 6, 2022
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 22-10115
Debtor's Counsel: Julie M. Koenig, Esq.
COOPER & SCULLY, P.C.
815 Walker St., Suite 1040
Houston, TX 77002
Tel: (713) 236-6800
Fax: (713) 236-6880
E-mail: julie.koenig@cooperscully.com
Total Assets: $2,668,765
Total Liabilities: $6,793,314
The petition was signed by Rocky Fisher as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/4F6AEOY/KDR_Supply_Inc__txebke-22-10115__0001.0.pdf?mcid=tGE4TAMA
KISMET ROCK: Seeks to Hire Upstate CPAs as Accountant
-----------------------------------------------------
Kismet Rock Hill, LLC seeks approval from the U.S. Bankruptcy Court
for the District of South Carolina to employ Upstate CPAs, P.A. to
prepare its state and federal tax returns for the 2021 tax year.
The hourly rates charged by the firm for its services are as
follows:
Partners $220 per hour
Managers $150 per hour
Staffs $75 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
The retainer fee is $5,000.
Bharti Mathur, a partner at Upstate CPAs, 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:
Bharti Mathur
Upstate CPAs, P.A.
775 Spartan Blvd., Suite 202
Spartanburg, SC 29301
Tel: (864) 587-0667
Email: bmathur@upstatecpas.com
About Kismet Rock Hill
Kismet Rock Hill, LLC operates Holiday Inn, a hotel located at 503
Galleria Boulevard, in Rock Hill, S.C.
Kismet Rock Hill filed its voluntary petition for Chapter 11
protection (Bankr. D. S.C. Case No. 21-01926) on July 23, 2021,
listing as much as $50 million in assets and as much as $10 million
in liabilities. Judge Helen E. Burris presides over the case.
The Debtor tapped Christine E. Brimm, Esq., at Barton Brimm, PA, as
bankruptcy counsel; Skufca Law, PLLC as special counsel; and
Newpoint Advisors Corporation and Upstate CPAs, P.A. as
accountants.
LANAI LAND: Wins Cash Collateral Access Thru July 21
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, has authorized Lanai Land Corporation to
use cash collateral on a final basis in accordance with the budget,
with a 15% variance and provide adequate protection through July
31, 2022.
The Debtor requires the use of the cash collateral of Shot Gun
Creek, LLC and Lanai Land Investment Corp. (Secured Lenders) and
DGM Supply, Inc. and Advanced Cementing Services (Oil and Gas
Lienholders) in order to continue its ordinary course business
operations and to maintain the value of its bankruptcy estate.
As adequate protection, the Secured Lender(s) and the Oil and Gas
Lienholders will have valid and perfected additional and
replacement security interests in, and liens upon, all of the
relevant Debtor's right, title and interest in, to, and under all
of the Debtor's now owned and after-acquired cash, and cash
collateral of the Debtor, any investment of such cash and cash
collateral, inventory, accounts receivable, any cause of action,
any right to payment whether arising before or after the Filing
Date and the proceeds thereof, any right to payment whether arising
before or after the Filing Date, and the proceeds, products, rents
and profits of all of the foregoing, but only to the extent and
priority the Secured Lenders and Oil and Gas Lienholders had valid
prepetition liens and security interests in such collateral as of
the Filing Date that is not subject to defense, offset, avoidance
or subordination. The priority of any postpetition replacement
liens granted to the Secured Lenders and Oil and Gas Lienholders
will be the same as existed as of the Filing Date.
To the extent of the aggregate Diminution of Value, if any, of
their respective interests in the cash collateral, and subject to
the Carve-Out the Secured Lenders and Oil and Gas Lienholders are
granted, in addition to claims under section 503(b) of the
Bankruptcy Code, an allowed superpriority administrative expense
claim pursuant to section 507(b) of the Bankruptcy Code. The Oil
and Gas Lienholders will be provided adequate protection payments.
The Adequate Protection Liens and Adequate Protection Superpriority
Claims will be valid only to the extent the Secured Lender's or Oil
and Gas Lienholder's prepetition claims and liens exist, are valid,
prior to all others, and not subject to defense, offset, avoidance
or subordination.
The term Carve-Out means quarterly fees required to the United
States Trustee pursuant to 28 U.S.C. section 1930(a)(6), including
Subchapter V Trustee fees, and any fees payable to the Clerk of the
Bankruptcy Court, and any fees payable to the Royal Interest
Holders.
All liens and claims of the Secured Lenders and Oil and Gas
Lienholders, regardless of their nature or priority, will be
subject to the Carve-Out.
A copy of the order and the Debtor's budget from March to July 2022
is available at https://bit.ly/35u0B8V from PacerMonitor.com.
The Debtor projects $110,000 in income and $10,500 in total
reorganizational expenses.
About Lanai Land Corporation
Lanai Land Corporation provides utility services to its customers.
Lanai Land sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-20057 on March 8,
2022. In the petition signed by Michael Cornish, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge David R. Jones oversees the case.
Susan Tran Adams, Esq., at Tran Singh, LLP is the Debtor's
counsel.
Chris Quinn has been appointed as Subchapter V trustee.
LIMETREE BAY: Will Solicit Bankruptcy Liquidation Plan Votes
------------------------------------------------------------
Alex Wolf, writing for Bloomberg Law, reports that Limetree Bay
Services LLC, the former owner of a troubled Caribbean oil
refinery, won court approval to send its bankruptcy wind-down plan
to a creditor vote.
The U.S. Virgin Islands-based company is proposing to liquidate and
set up a trust to pay creditors after selling the shuttered
refinery earlier this year to West Indies Petroleum Ltd. for $62
million.
Under Limetree's Chapter 11 plan, approved for solicitation during
a hearing Tuesday, March 30, 2022, secured lenders and general
unsecured creditors would recover just a fraction of their claims
against the company.
About Limetree Bay
Limetree Bay Energy is a large-scale energy complex strategically
located in St. Croix, U.S. Virgin Islands. The complex consists of
Limetree Bay Refining, a refinery with peak processing capacity of
650 thousand barrels of petroleum feedstock per day, and Limetree
Bay Terminal, a 34-million-barrel crude and petroleum products
storage and marine terminal facility serving the refinery and
third-party customers.
Limetree Bay Refining, LLC, restarted operations in February 2021,
and is capable of processing around 200,000 barrels per day. Key
restart work at the site began in 2018, including the 62,000
barrels per day modern, delayed Coker unit, extensive
desulfurization capacity, and a reformer unit to produce
clean,low-sulfur transportation fuels. The restart project provided
much needed economic development in the U.S.V.I. and created more
than 4,000 construction jobs at its peak.
Limetree Bay Refining, LLC and its affiliates sought Chapter 11
protection on July 12, 2021. The lead case is In re Limetree Bay
Services, LLC (Bankr. S.D. Texas Case No. 21-32351).
Limetree Bay Terminals, LLC did not file for bankruptcy.
In the petitions signed by Mark Shapiro, chief restructuring
officer, Limetree Bay Services disclosed up to $10 million in
assets and up to $50,000 in liabilities. Limetree Bay Refining,
LLC, estimated up to $10 billion in assets and up to $1 billion in
liabilities.
The Debtors tapped Baker & Hostetler LLP as bankruptcy counsel,
Beckstedt & Kuczynski LLP as special counsel, and GlassRatner
Advisory & Capital LLC, doing business as B. Riley Advisory
Services, as restructuring advisor. Mark Shapiro of GlassRatner is
the Debtors' chief restructuring officer.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' cases on July 26, 2021.
Pachulski Stang Ziehl & Jones, LLP and Conway MacKenzie, LLC serve
as the committee's legal counsel and financial advisor,
respectively.
405 Sentinel, LLC serves as administrative and collateral agent for
the DIP lenders.
LONG CANYON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Long Canyon Properties Holding, LLC
1100 Wilshire Blvd., Apt. 2808
Los Angeles, CA 90017
Business Description: Long Canyon is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: April 6, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-11934
Judge: Hon. Barry Russell
Debtor's Counsel: Thomas B. Ure, Esq.
URE LAW FIRM
800 West 6th Street, Suite 940
Los Angeles, CA 90017
Tel: 213-202-6070
Email: tom@urelawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Edward Manlos, managing member.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NLWUPHI/Long_Canyon_Properties_Holding__cacbke-22-11934__0001.0.pdf?mcid=tGE4TAMA
LTL MANAGEMENT: Cancer Claimant Seeks Appointment to Talc Panel
---------------------------------------------------------------
Shirleeta Ellison, an ovarian cancer claimant, has filed a motion
seeking appointment to the official committee of talc claimants
that was originally formed in LTL Management, LLC's Chapter 11
case.
In her motion filed with the U.S. Bankruptcy Court for the District
of New Jersey, Ms. Ellison said allowing her to serve as a member
of the original talc claimants' committee will "ensure adequate
representation of creditors."
The claimant, who served as president of the Urban League of Bergen
County, New Jersey, also said LTL's bankruptcy proceedings "present
a significant issue to her community."
Ms. Ellison's request came after the court denied the motion filed
by the mesothelioma claimants' committee to modify the court's Jan.
26 order, which approved the reinstatement of the original talc
claimants' committee.
At the March 30 hearing, Judge Michael Kaplan ordered that both the
mesothelioma and ovarian cancer claimants' committees will be
disbanded on April 12.
Ms. Ellison was appointed by the U.S. Trustee for Region 3 in
December last year to serve as a member of the ovarian cancer
claimants' committee.
Ms. Ellison is represented by:
Nancy Isaacson, Esq.
Greenbaum, Rowe, Smith & Davis LLP
75 Livingston Avenue
Roseland, NJ 07068
Tel: (973) 535-1600
Email: nisaacson@greenbaumlaw.com
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.
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.
M&M NYC REALITY: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Apartment rental agency M&M NYC Reality LLC has sought Chapter 11
bankruptcy protection.
According to court filing, M&M NYC Reality LLC estimates between 1
and 49 unsecured creditors. The petition states that funds are not
available for unsecured creditors.
A meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
May 5, 2022, at 2:00 PM at Room 562, 560 Federal Plaza, CI, NY.
About M&M NYC Reality
M&M NYC Reality LLC is an apartment rental agency in New York City.
M&M NYC Reality LLC sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 22-70631) on April 4, 2022. In the petition
filed by Nikolaos Mavromichalis, as president, M&M NYC Reality LLC
estimated assets between $0 and $50,000 and estimated liabilities
between $500,000 and $1 million. The case is assigned to Honorable
Judge Alan S. Trust.
MAPLE LEAF: Gets Court Nod to Use Cash Collateral Thru June 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin
authorized Maple Leaf, Inc. to use cash collateral on an interim
basis, and provide adequate protection to Wisconsin Bank & Trust
and Capital Dude, LLC.
The Debtor is authorized to use cash collateral to fund the
itemized expenditures (subject to permitted variances) contained in
the budget. As included in the Budget, cash collateral may be
allocated for the payment of the Debtor's professional fees.
The Debtor will not be authorized to use the cash collateral to pay
any cost, fees, or expenses not set forth in the Budget, except
that, unless and until a Final Cash Collateral Order is entered,
the Debtor will withhold the payment of $16,000 of monthly rent to
Grant Properties, LLC.
WB&T and the Debtor are authorized, in their sole discretion, to
agree to increase cash disbursements and operating expenditures in
the Budget. Upon written agreement by WB&T to so modify the
Budget, the Debtor will be authorized to use cash collateral in
such amount without the need for any further Court order.
The Debtor agrees to make adequate protection payments to WB&T of
$17,500 per month (with an initial payment to be made on or before
April 1, 2022) and of $1,125 per month to Capital Dude (6% on the
initial advance of $225,000); however, unless and until a Final
Cash Collateral Order is entered, the Debtor will withhold the
Capital Dude payment. The Final Order will further address the
adequate protection payment, if any, for Capital Dude.
The Debtor's access to cash collateral will terminate on June 30,
2022, unless the Court otherwise orders. In the event a plan is not
confirmed prior to the Termination Date, the Debtor will propose a
further Budget to WB&T for review and comment; WB&T and the Debtor
will thereafter agree on a further budget.
As adequate protection, WB&T is granted a first and paramount
post-petition replacement lien on the Debtor's personal property,
including but not limited to, equipment, fixtures, inventory,
documents, general intangibles, accounts, and contract rights, and
specifically including any and all accounts, deposit accounts, and
contract rights of the Debtor, and proceeds thereof owned by the
Debtor and related to the Debtor's operation, to the same extent
and priority WB&T had as of the Petition Date, and except to the
extent that any such collateral may be subject to valid, properly
perfected, priority liens of prepetition purchase-money secured
creditors.
The Post-Petition WB&T Lien is perfected as of the Petition Date.
WB&T may, but is not required to, file a financing statement with
the Wisconsin Department of Financial Institutions to perfect the
Post-Petition WB&T Lien.
These events constitute an "Event of Default:"
a. Any failure to comply with a term or requirement of the
Order;
b. The dismissal of the pending bankruptcy case;
c. The appointment by the Court in the bankruptcy case of a
trustee appointed to perform certain duties generally reserved to
the Debtor-in-possession;
d. Cancellation or lapse of any of the Debtor's insurance
policies that insure the Collateral;
e. Cessation of normal business operations by the Debtor; and
f. The Debtor's failure to comply with the Budget within the
permitted variance, as provided for in the Order.
The final hearing on the matter is scheduled for April 20, 2022 at
11 a.m.
A copy of the order and the Debtor's 13-week budget is available at
https://bit.ly/3wVOGMt from PacerMonitor.com.
The budget provides for total cash disbursements, on a weekly basis
as follows:
$26,250 for the week ending March 26, 2022;
$123,786 for the week ending April 2, 2022;
$62,590 for the week ending April 9, 2022;
$156,700 for the week ending April 16, 2022;
$36,962 for the week ending April 23, 2022;
$182,696 for the week ending April 30, 2022;
$68,600 for the week ending May 7, 2022;
$173,700 for the week ending May 14, 2022;
$82,702 for the week ending May 21, 2022;
$174,200 for the week ending May 28, 2022;
$48,696 for the week ending June 4, 2022;
$201,800 for the week ending June 11, 2022; and
$54,762 for the week ending June 18, 2022.
About Maple Leaf, Inc.
Maple Leaf, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. W.D. Wis. Case No. 3-22-10420) on March
25, 2022. In the petition signed by Joel Grant, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Catherine J. Furay oversees the case.
Craig E. Stevenson, Esq., at DeWitt LLP is the Debtor's counsel.
MASSOOD DANESH PAJOOH: Continental Buying Duplex Tract for $2.75MM
------------------------------------------------------------------
County Investment L.P.("CILP"), an affiliate of Massood Danesh
Pajooh, asks the U.S. Bankruptcy Court for the Southern District of
Texas to authorize the sale of the duplex development located
behind the Shopping Center Tract consisting of 7.4 acres of land
located at the corner of Ella Blvd. and 675 Rankin Road in Houston,
Texas, to Continental Superior Management Groups, LP, for $2.75
million.
Objections, if any, must be filed within 21 days of the date the
Notice was served.
In 2017, Debtor CILP owned a 9.9722-acre tract of land located at
the corner of Ella Blvd. and 675 Rankin Road. CILP entered into an
agreement with Skylight Development, LLC to develop the tract into
a 1,460 square foot shopping center on a portion of the tract
consisting of 1.2422-acres (the "Shopping Center Tract"), and is
described in the warranty deed recorded in the Harris county Real
Property Records under Clerk's File No. 2019-373660. The duplex dev
elopement located behind the Shopping Center Tract consisting of
7.4 acres (the "Duplex Tract").
Skylight and CILP planned to develop the project in two phases.
Phase 1 involved the completion of the underground utilities for
the entire tract, plus the construction of the shopping center on
the Shopping Center Tract. Phase two involved the construction of
the duplexes on the Duplex Tract.
CILP and Skylight formed a Texas limited liability company, Rella
Development, LLC to hold title to the land, enter into loans for
the construction and development of the two tracts, and to perform
the development and construction of the underground utilities, the
shopping center and the duplex community. Rella was formed on July
12, 2017. CILP owned 65% of the membership interest in Rella, and
Skylight owned 35% of the membership interest. CILP was designated
as the Manager of the LLC. However, Skylight oversaw most of the
development work, including the engineering on the project, the
architectural design of the improvements, obtaining permits from
the City of Houston, negotiating contracts with contractors and
vendors, and developing financial projections for management and
potential lenders.
CILP and Skylight, on behalf of Rella, negotiated with potential
lenders to provide financing for the first phase of the project.
Ultimately, a loan was arranged for $($2,286,438.00 with Plains
State Bank ("PSB").
By warranty deed dated executed on Aug. 23, 2019, Debtor CILP
transferred the Shopping Center Tract to Rella CILP retained title
to the Duplex Tract pending completion of Phase 1 of the shopping
center. The loan with PSB closed, and Rella commenced the
development of the underground utilities for the entire tract, and
negotiated a contract with Sendero Industries, LLC for the
construction of the underground utilities.
However, before Rella was able to draw down to pay Sendero and the
Sendero Subcontractors, the Receiver, directly or through his
attorneys, recorded a Charging Order in the Harris County real
property records on Feb. 20, 2020. In the indexing of the Charging
Order, it was reflected that the Charging Order was a judgment
against Rella. In addition, Rella and Debtors believe that one or
more of the Receiver’s attorneys called Rella's loan officer at
PSB. This resulted in PSB cancelling the Rella/PSB loan, and left
Rella with no funding to pay Sendero and the Sendero
Subcontractors.
Sendero Industries, LL was the contractor Rella engaged to perform
the construction of the underground utilities on both the Shopping
Center Tract and the Duplex Tract. Sendero, in turn, engaged as
subcontractors Cherry Crushed Concrete, N.C. Pipe, Fortiline Inc.,
Houston Heavy Machinery and Total Lime LLC.
Sendero and the Sendero Subcontractors also filed the following
lawsuits (the "M&M Lien Lawsuits"): (i) Sendero Industries, LLC v.
Rella Development, LLC and County Investments, LP, In the 334th
Judicial District Court in and for Harris County, Texas, Cause No.
2021-35973; (ii) Cherry Crushed Concrete, Inc. v. Rella Development
LLC and Mohammad Qasim Khan a/k/ Kasim Khan and Massood Danesh
Pajooh, In the 152nd Judicial District Court in and for Harris
County, Texas, Cause No. 2021-27061; and (iii) Fortiline, Inc.
Rella Development, LLC and Skyline Development, LLC. In the 55th
Judicial District Court in and for Harris County, Texas, Cause No.
2021-07407.
Sendero filed a proof of claim against the Debtor CILP for
$671,782.93, which was classified in Class 7 under the Debtor's
Confirmed PJlan. In the Confirmed Plan, the Debtor CILP provided
for alternative treatments for the settlement and satisfaction of
the Sendero Claim as well as the Sender Subcontractors' Claims.
On March 4, 2022, CILP and the Purchaser executed their Commercial
Contract - Unimproved Property (the "EMC") for the sale of the
Duplex Tract. The purchase price under the EMC is $2.75 million.
On March 7, 2022, the required earnest money deposit under the EMC,
$100,000, was deposited with the title company designated under the
EMC, Madison Title Agency, LLC. The EMC provides for a 60-day
inspection period, which will expire on May 3, 2022. The EMC
requires the closing to occur within 30 days after the end of the
inspection period. Thus, Debtor CILP expects that the closing will
occur by June, June 4, 2022. A substantial amount of due diligence
is required under the EMC during the inspection period. Skylight, a
member of Rella, has agreed to be responsible for the Seller's
performance of the due diligence the delivery of all due diligence
materials to the Purchaser.
Debtor CILP otherwise would be required to perform these tasks. As
the Addendum to the EMC shows, the required due diligence is
substantial. If not for Skylight, the CRO would be required to
engage a real estate professional to perform such due diligence
tasks. Additionally, Skylight identified the Purchaser and
successfully negotiated the EMC with the Purchaser, subject to the
approval of the Debtor and the CRO. Skylight was able to negotiate
a contract that provided for no brokerage fees, a savings to the
estates of $165,000. In addition to the above, from 2017-2020,
Skylight invested substantial capital to fund the operations of
Rella prior to collapse of the project in February 2020, for which
Skylight has never been reimbursed.
Skylight is requesting reimbursement of $350,000 out of the
purchase price under the EMC at closing as compensation for
locating the Purchaser, negotiating the EMC, performing the due
diligence required under the EMC, and reimbursement of past amounts
contributed by Skylight.
Debtor CILP believes that the proceeds of sale under the EMC will
be more than sufficient to pay the following claims scheduled for
payment under the Confirmed Plan in full as follows: Class 2 CBT -
$62,300, less payments made prior to closing, in balance due to CBT
for its agreed upon attorney fee claim; Class 7 Sendero - $600,000
in full satisfaction of Sendero’s claim in Class 7; Class 10 -
Receiver - $1.1 million in full satisfaction of the Receiver's
Claim in in Class 10; Class 11 Unsecured Creditors - approximately
$200,000 in satisfaction of amounts due to Unsecured Claims in
Class 11; IRS Priority Claim - approximately $100,000 in
satisfaction of balance due on the priority portion of the IRS
Claim, which will either be paid at closing or escrowed with the
CRO pending resolution of the IRS Claim Objection; Closing Cost -
It is estimated that the closing costs for this transaction,
including title insurance, will be approximately $5,000; and
Skylight Payment - $350,000. The estimated total disbursements at
closing is $2,417,300.
The Debtors request that, conditioned upon payment at the closing
under the EMC of Sendero's Class 7 Claim in full in accordance with
the terms set forth in Class 7 of the Confirmed Plan, the Court
enters an order directing Sendero and each of the Sendero
Subcontractors to execute a releases of any and all M&M Lien Claims
filed against the Shopping Center Tract or the Duplex Tract; and
directing Sendero and each of the Sendero Subcontractors to file a
Motions to Dismiss With Prejudice any lawsuits filed or judgments
entered against Rella and/or any of the Debtors.
The Debtors request that the Court enters an order authorizing and
directing the CRO, conditioned upon a closing occurring under the
EMC, to make the payments set forth.
A copy of the EMC is available at https://tinyurl.com/25zekm4n from
PacerMonitor.com free of charge.
About Massood Danesh Pajooh
Massood Danesh Pajooh and affiliates each filed a voluntary
petition for relief under Subchapter V of Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-32932) on September
3, 2021.
Judge Christopher Lopez oversees the jointly administered cases.
Pendergraft and Simon, LLP represents the Debtors as counsel.
CommunityBank of Texas, N.A., as lender, is represented by
Winstead PC.
MEDIA DDS: Seeks Cash Collateral Access Thru Sept 30
----------------------------------------------------
Media DDS, LLC asks the U.S. Bankruptcy Court for the Northern
District of California, Oakland Division, for authority to use cash
collateral for the period from April 1 to September 30, 2022.
The Debtor requires the use of cash collateral to pay ordinary and
necessary operating expenses associated with its business and its
properties.
The Debtor owns two commercial real properties located at 2501 Nut
Tree Road, Vacaville, CA 95687 with a value of approximately
$3,500,000 and 1716 Broadway, Oakland, CA with a value of
approximately $5,000,000.
The Debtor's other assets include $371,944 of cash in the bank on
the petition date, the source of which is proceeds from a U.S.
Small Business Administration loan.
Homestreet Bank holds the first deed of trust of approximately
$525,727 and the second deed of trust of approximately $593,478 on
the Vacaville Property, and the first deed of trust of
approximately $1,462,807 on the Oakland Property.
The SBA holds liens of approximately $388,000 on the Vacaville
Property in the third position and on the Oakland Property in the
second position through a UCC-1. The SBA also has a lien on the
cash in the bank on the petition date.
The Debtor has begun negotiations with the SBA for the use cash
collateral for the ordinary and necessary expenses set forth in the
Budget, with a 15% variance.
The Debtor believes the Secured Creditors are adequately protected
by the continued and uninterrupted operation of the business.
The Secured Creditors are also protected by an equity cushion of
$1,991,894.46 -- or 56.9% -- on the Vacaville Property. The Secured
Creditors are further protected by an equity cushion of
$3,148,292.72 -- or 62.9%2 on the Oakland Property.
The Debtor will also give the Secured Creditors a replacement lien
on the revenue generated postpetition from the properties to the
extent that the Creditors' cash collateral is actually used.
A hearing on the Debtor's request is set for April 27.
A copy of the motion is available at https://bit.ly/3uwONLG from
PacerMonitor.com.
About Media DDS, LLC
Media DDS, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-40214) on March 8,
2022. In the petition signed by Alireza Moheb, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Roger L. Efremsky oversees the case.
Matthew D. Resnik, Esq., at Resnik Hayes Moradi, LLP is the
Debtor's counsel.
MIDWEST-ST. LOUIS: May 9 Plan Confirmation Hearing Set
------------------------------------------------------
On Feb. 28, 2022, debtor Midwest-St. Louis, LLC, filed with the
U.S. Bankruptcy Court for the Eastern District of Missouri a Second
Amended Disclosure Statement and Second Amended Plan of
Reorganization.
On March 31, 2022, Judge Kathy A. Surratt-States approved the
Second Amended Disclosure Statement and ordered that:
* May 3, 2022, is fixed as the last day to submit a written
ballot accepting or rejecting the Plan of Reorganization.
* May 9, 2022 at 11:00 a.m. in the United States Bankruptcy
Court, Seventh Floor North, Thomas F. Eagleton United States
Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102 is
the hearing on confirmation of the Plan.
* May 3, 2022 is fixed as the last day for filing and serving
written objections to Confirmation of the Plan.
A full-text copy of the order dated March 31, 2022, is available at
https://bit.ly/3uUvRXv from PacerMonitor.com at no charge.
Counsel for Debtor:
Spencer P. Desai, Esq.
Thomas H. Riske, Esq.
Carmody MacDonald P.C.
120 South Central, Suite 1800
St. Louis, MO 63105
Phone: (314) 854-8600
E-mail: spd@carmodymacdonald.com
E-mail: thr@carmodymacdonald.com
About Midwest-St. Louis
Midwest-St. Louis, LLC, owner of a gas station and convenience
store in St. Louis, filed a voluntary Chapter 11 petition (Bankr.
E.D. Mo. Case No. 19-42279) on April 12, 2019. In the petition
signed by Munji Abdeljabber, member, the Debtor estimated $50,000
in assets and $1 million to $10 million in liabilities. The case
is assigned to Judge Kathy A. Surratt-States. Spencer P. Desai,
Esq., at Carmody MacDonald P.C., represents the Debtor as counsel.
MOBIQUITY TECHNOLOGIES: Incurs $35 Million Net Loss in 2021
-----------------------------------------------------------
Mobiquity Technologies, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net
comprehensive loss of $34.95 million on $2.67 million of revenue
for the year ended Dec. 31, 2021, compared to a net comprehensive
loss of $15.03 million on $6.18 million of revenue for the year
ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $8.41 million in total assets,
$5.49 million in total liabilities, and $2.92 million in total
stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
March 29, 2022, 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.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1084267/000168316822002082/mobiquity_i10k-123121.htm
About Mobiquity
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc. is a
next generation, Platform-as-a-Service (PaaS) company for data and
advertising. The Company maintains one of the largest audience
databases available to advertisers and marketers through its data
services division. Mobiquity Technologies' Advangelists subsidiary
(www.advangelists.com) provides programmatic advertising
technologies and insights on consumer behavior. For more
information, please visit: https://mobiquitytechnologies.com/
MOUNTAIN PROVINCE: Swings to C$276.2 Million Net Income in 2021
---------------------------------------------------------------
Mountain Province Diamonds Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 40-F disclosing net
income of C$276.17 million on C$308.72 million of sales for the
year ended Dec. 31, 2021, compared to a net loss of C$263.43
million on $226.99 million of sales for the year ended Dec. 31,
2020.
As of Dec. 31, 2021, the Company had C$877.50 million in total
assets, C$413.31 million in total current liabilities, C$336,000 in
lease obligations, C$92.39 million in decommissioning and
restoration liability, C$20.72 million in deferred income tax
liabilities, and C$350.74 million in total shareholders' equity.
Toronto, Canada-based KPMG LLP, the Company's auditor since 1999,
issued a "going concern" qualification in its report dated March
28, 2022, citing that the Company faces liquidity challenges as a
result of liabilities with maturity dates through December 2022 and
short-term financial liquidity needs that raises substantial doubt
about its ability to continue as a going concern.
A full-text copy of the Form 40-F is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001004530/000119312522086971/d267821dex992.htm
About Mountain Province
Mountain Province is a Canadian-based resource company listed on
the Toronto Stock Exchange under the symbol 'MPVD'. The Company's
registered office and its principal place of business is 161 Bay
Street, Suite 1410, P.O. Box 216, Toronto, ON, Canada, M5J 2S1.
The Company, through its wholly owned subsidiaries 2435572 Ontario
Inc. and 2435386 Ontario Inc., holds a 49% interest in the Gahcho
Kue diamond mine, located in the Northwest Territories of Canada.
De Beers Canada Inc. holds the remaining 51% interest. The Joint
Arrangement between the Company and De Beers is governed by the
2009 amended and restated Joint Venture Agreement.
NANO MAGIC: Incurs $1.6 Million Net Loss in 2021
------------------------------------------------
Nano Magic Holdings Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$1.57 million on $5.04 million of total revenues for the year ended
Dec. 31, 2021, compared to a net loss of $781,055 on $4.76 million
of total revenues for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $4.11 million in total assets,
$2.19 million in total liabilities, and $1.92 million in total
stockholders' equity.
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2022, citing that the Company has recurring losses
from operations, negative cash flow from operations, and an
accumulated deficit. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/891417/000149315222008144/form10-k.htm
About Nano Magic
Headquartered in Madison Heights, Michigan Nano Magic --
www.nanomagic.com -- develops, commercializes and markets consumer
and industrial products powered by nanotechnology that solve
everyday problems for customers in the optical, transportation,
military, sports and safety industries.
NERAM GROUP: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------
Neram Group, Inc. asks the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, for authority to use
cash collateral on an interim basis and provide adequate
protection.
The Debtor seeks permission to use cash collateral to pay ordinary
and necessary expenses retroactive to petition date through June
30, 2022 in accordance with the budget.
The Debtor requires access to cash collateral to avoid immediate
and irreparable harm to the Debtor's business. The Debtor is
requesting relief through an emergency motion since the properly
tax for the Property is due April 10, 2022, and the Debtor needs to
be able to pay to avoid a penalty.
There are five alleged secured creditors who at one time may have
claimed to be secured by the apartment house located in Ontario,
California. Several of the alleged creditors sued each other in a
case called SMN LP, INC. vs. M&A Enterprises. LLC. A Judgment was
entered which was appealed to the California Court of Appeal Fourth
Appellate District Division 2.
Originally, FCI Lender Services, Inc. held the first position deed
of trust in the face amount of $725,000. However, it was paid off
by M&A Enterprises, LLC and FCI then recorded a reconveyance. It
does not appear to be a secured claimant therein.
MA originally held a $160,000 deed of trust recorded on September
18, 2015. This deed of trust did not contain any future advances
clause.
Arturo and Juana Leyva appear to be judgment lien claimants, albeit
disputed as to amount. This does not give them cash collateral
rights.
That leaves SMN LP, Inc. who holds a recorded trust deed of
$110,000 in face amount, as represented by Attorney Hector Perez,
and Hanh Tran, who holds a recorded trust deed of $200,000 in face
amount, as represented by Nam Tran. The Debtor has not examined
either of these deeds of trust, although Attorney Nam Tran asserts
that Hanh Tran holds an assignment of rents.
Finally, the County of San Bernardino holds a secured claim of
$62,320 for real estate taxes as of April 1.
The Debtor contends the value of the property -- $2,500,000 --
provides more than adequate protection payments should be required
for any of the alleged secured claims. The Debtor believes that
after the 137-day period of time it will have -- and the creditors
themselves will have -- a better picture on who, if anyone, has a
right to demand such adequate protection payments.
The Debtor proposes that there will be no admissions or waiver of
any issues under the Motion, and all parties, including the Debtor,
will maintain all rights regarding the alleged secured claims which
will be determined in the future. The Debtor proposes that
replacement liens would be issued in the same validity, extent and
priority as existed on the filing date.
A copy of the motion is available at https://bit.ly/3J74Ll1 from
PacerMonitor.com.
About Neram Group
Neram Group, Inc. is a company based in Orange, Calif. It is the
fee simple owner of a 12-unit apartment building located at 1211 N.
El Dorado Ave, Ontario, Calif., having a comparable sale value of
$2.5 million.
Neram Group filed a petition for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 22-10268) on Feb. 16, 2022, listing $2,802,000 in
assets and $1,675,000 in liabilities. Humberto Perez Figuerola,
chief executive officer, signed the petition.
Judge Scott C. Clarkson oversees the case.
The Debtor tapped the Law Offices of Robert M. Yaspan as bankruptcy
counsel.
OMNIQ CORP: Incurs $13.1 Million Net Loss in 2021
-------------------------------------------------
Omniq Corp. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K disclosing a net loss of $13.14 million
on $78.25 million of total revenues for the year ended Dec. 31,
2021, compared to a net loss of $11.50 million on $55.21 million of
total revenues for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $75.08 million in total
assets, $72.78 million in total liabilities, and $2.30 million in
total equity.
Cash balance at Dec. 31, 2021 was approximately $7.1 million
compared with $5.1 million at Dec. 31, 2020.
Fourth Quarter 2021 Financial Results
OMNIQ reported revenue of $24.9 million for the quarter ended Dec.
31, 2021, an increase of 93% from $12.9 million in the fourth
quarter of 2020. The Company's gross margin grew from 19% to 24%,
which coupled with the Dangot acquisition resulted in a 143% growth
in Gross Profit to $6.1 million. Total operating expenses for the
quarter were $7.6 million, compared with $5.1 million in the fourth
quarter of 2020, however there were significant non-recurring
expenses related to the acquisition of Dangot in Q4 this year.
Net loss for the quarter was $2.2 million, or a loss of $0.36 per
basic share, compared with a loss of $2.9 million, or a loss of
$0.66 per basic share, for the fourth quarter of last year.
Adjusted EBITDA (adjusted Earnings Before Interest, Taxes,
Depreciation and Amortization) for the fourth quarter of 2021
amounted to a loss of $553,000 compared with an adjusted EBITDA
loss of $772,000 in the fourth quarter of 2020.
Cash balance at Dec. 31, 2021 was approximately $7.1 million
compared with $5.1 million at Dec. 31, 2020.
Shai Lustgarten, CEO of Omniq, stated: "We are experiencing strong
momentum as we expand our reach in diversified multibillion-dollar
markets, maximize opportunities with our rich and loyal customer
base, and continue exceptional distribution of our proven and
superior product offering. We achieved an annual revenue run rate
of $100,000,000 marking a milestone for continuous growth elevating
OMNIQ to new spheres. We are introducing our AI and automation
offerings to both new clients, as well as our existing customers
which include many fortune 500 firms. We are looking forward to a
successful future executing our strategy achieving our ambitious
plan for the benefit of OMNIQ."
Shai Lustgarten concluded: "We are very pleased with our 2021
performance; we are now fully devoted to improving performance in
order to continue the success and lead the company to new spheres.
This is an opportunity to thank our great team of loyal and capable
employees, without their devotion and skills nothing can be done.
A warm welcome to the Dangot excellent team that quickly became an
organic part of OMNIQ's family, special thanks to the professional
team and last but not least a big thank you to our shareholders for
your support. Wish all of us a great success in 2022 and going
forward."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/278165/000149315222008493/form10-k.htm
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
OSCAR ACQUISITIONCO: Moody's Assigns First Time 'B2' CFR
--------------------------------------------------------
Moody's Investors Service assigned a first time B2 corporate family
rating and a B2-PD probability of default rating to Oscar
AcquisitionCo, LLC, which is doing business as Oldcastle
BuildingEnvelope ("OBE"). Moody's also assigned a B1 rating to the
new senior secured first lien credit facilities, including a $1.285
billion term loan maturing in 2029, and a $340 million revolving
credit facility expiring in 2027, a B1 rating to other senior
secured debt, and a Caa1 rating to other senior unsecured debt. All
of the debt is issued by Oscar AcquisitionCo, LLC. The rating
outlook is stable.
Proceeds of the first lien term loan, other senior secured debt and
other senior unsecured debt will be used by KPS Capital Partners to
acquire OBE business from the company's former parent, CRH plc
(Baa1 stable), an Irish building materials company, and pay related
fees and expenses. KPS will also invest in this transaction in the
form of cash equity.
"The B2 corporate family rating considers OBE's leading position as
a supplier of architectural hardware & supplies, and a manufacturer
of custom architectural glass products and aluminum systems in
North America, its high profitability and positive free cash flow
supported by moderate capital spending," said Motoki Yanase, VP -
Senior Credit Officer at Moody's.
"These credit strengths are counterbalanced with new debt OBE has
taken on, which elevates its leverage," adds Yanase.
As part of governance considerations, OBE will be privately owned
by KPS Capital Partners, which could favor shareholder returns over
that of creditors and drive acquisitions to grow its operations.
Also as a private company, OBE has lower transparency than public
companies with diverse shareholders and independent board of
directors.
Assignments:
Issuer: Oscar AcquisitionCo, LLC
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Senior Secured Bank Credit Facility, Assigned B1 (LGD3)
Other Senior Secured Debt, Assigned B1 (LGD3)
Other Senior Unsecured Debt, Assigned Caa1 (LGD5)
Outlook Actions:
Issuer: Oscar AcquisitionCo, LLC
Outlook, Assigned Stable
RATINGS RATIONALE
The B2 CFR reflects OBE's leading position as a supplier of
architectural hardware for showers, railings, doors and windows,
and a manufacturer of custom architectural glass products and
aluminum systems for entrances, storefront, window wall and curtain
wall in North America. The rating also incorporates OBE's high
profitability, with EBITA margin above 15%. Together with moderate
capital spending, Moody's expects OBE to generate positive free
cash flow, which will help pay down its heavy debt load.
These credit strengths are counterbalanced by OBE's credit
weaknesses, including high leverage at 7.6x of total debt/EBITDA
pro forma for the transaction based on 2021 numbers, limited
geographic diversification outside the United States that could
increase vulnerability to regional economic swings, and short
history as a stand-alone entity after being separated from the
parent company.
Moody's expects OBE to have good liquidity profile over the next 12
months, supported by positive free cash flow and full availability
under $340 million revolving credit facility. The revolver expires
in 2027 and the term loan expires in 2029. The revolver has a
springing first lien net leverage covenant, triggered at 35%
utilization of the revolver. Moody's expects the company to
maintain sufficient cushion under its covenant over the next 12
months. There are no financial covenants for the term loan. The
term loan amortization is 1% a year. Most of the assets are fully
encumbered by the senior secured credit facilities, limiting
alternative liquidity sources.
The proposed first-lien credit facilities, including the revolver
and the term loan, and other senior secured debt are rated B1, one
notch above the CFR. The higher rating reflects the priority
position of the debt in the capital structure and the loss
absorption provided by the senior unsecured debt. The borrower is
Oscar AcquisitionCo, LLC, which will also be the reporting entity
after the transaction. The facilities are guaranteed by Oscar
Intermediate, LLC, the direct parent company of the borrower, and
wholly-owned domestic subsidiaries of the borrower, subject to
customary exceptions. The revolver and the term loan are secured by
a first priority lien on substantially all of the assets of the
borrower and the subsidiary guarantors, which comprises the
majority of EBITDA and assets, given OBE's largely domestic
operations, and all the equity of the borrower held by Oscar
Intermediate, LLC, subject to customary exceptions.
Other senior unsecured debt is rated Caa1, two notches lower than
the CFR. The lower rating reflects the subordination of this
instrument to the first-lien credit facilities and the expectation
of loss in value in a default scenario. The borrower and the
guarantors are the same as those for the first line credit
facilities.
The stable outlook reflects Moody's expectation that OBE will be
able to generate positive free cash flow, which will help the
company to pay down debt and improve leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade OBE's ratings if its operating performance
sustainably exceeds Moody's forecasts, or the company pays down
debt and realizes the credit profile while maintaining a benign
financial policy. Specifically, Moody's could upgrade the ratings
if debt/EBITDA improves to below 5.0x on a sustained basis,
EBITA/interest expense is sustained above 4.0x or FCF/debt is
sustained above 5%.
Moody's could downgrade the ratings if OBE's operating performance
falls below Moody's expectation, the company adds further debt for
acquisitions or shareholders return, or free cash flow is
compromised for aggressive investment. Specifically, Moody's could
downgrade the ratings if debt/EBITDA exceeds 6.0x, EBITA/Interest
expense falls below 2.0x and free cash flow/debt falls below 3%.
As proposed, the new first lien term loan is expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following:
Incremental debt capacity up to the greater of 100% EBITDA and a
dollar amount equal to the Corresponding Multiple of LTM EBITDA
less Incremental Equivalent Debt, plus unused amount available
under General Debt Basket, and (i) additional pari passu secured
debt, so long as the first lien net leverage ratio does not exceed
4.75x (with a no worse prong if used for an acquisition or
investment), (ii) additional junior lien secured debt, so long as
the secured net leverage ratio does not exceed 5.50x (with a no
worse prong if used for an acquisition or investment) or the
interest coverage ratio is no less than 2.00x (with a no worse
prong if used for an acquisition or investment) and (iii)
additional unsecured debt, so long as the total net leverage ratio
does not exceed 6.50x (with a no worse prong if used for an
acquisition or investment) or the interest coverage ratio is no
less than 2.00x (with a no worse prong if used for an acquisition
or investment).
Amounts up to the greater of 100% of LTM EBITDA and a dollar amount
equal to the Corresponding Multiple of LTM EBITDA and customary
bridge loans may be incurred with an earlier maturity date than the
initial term loans.
The credit agreement permits the transfer of assets to unrestricted
subsidiaries, up to the carve-out capacities, subject to "blocker"
provisions which includes a restriction on (i) the transfer of
intellectual property material to the business of the Borrower and
its restricted subsidiaries from a Loan Party to an unrestricted
subsidiary and/or (ii) the designation of any restricted subsidiary
owning material intellectual property as an unrestricted
subsidiary.
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 of
subsidiaries by virtue of them being no longer wholly owned if (x)
the applicable transfer of equity interests was to an non-affiliate
of the Borrower and (y) such transfer was made for a bona fide
business purposes (as reasonably determined by the Borrower).
The credit agreement provides some limitations on up-tiering
transactions, including prohibiting any amendment to the Senior
Facilities Documentation to subordinate the lien on all or
substantially all of the collateral securing the obligations under
the Senior Facilities or subordinate the obligations under the
Senior Facilities in right of payment to any other indebtedness for
borrowed money without the prior written consent of each directly
and adversely affected Lender under the Senior Facilities, unless
each such directly and adversely affected lender has been offered
an opportunity to fund or otherwise provide its pro rata share of
the Senior Indebtedness on the same terms as offered to all other
providers of the Senior Indebtedness (other than customary backstop
fees and expenses).
The proposed terms and the final terms of the credit agreement may
be materially different.
Headquartered in Dallas, Texas, Oscar AcquisitionCo, LLC (doing
business as Oldcastle BuildingEnvelope or OBE) manufactures and
sells architectural hardware & supplies, custom architectural glass
and aluminum systems. For 2021, the company recorded about $1.8
billion of revenue of which 90% is generated in the US. The company
will be owned by KPS Capital Partners. KPS Capital Partners,
through a newly formed affiliate, signed a definitive agreement to
acquire OBE on February 28, 2022.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
OSCAR ACQUISITIONCO: S&P Assigns 'B' ICR on Acquisition by KPS
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
U.S.-based glass, glazing products, and related hardware provider
Oscar AcquisitionCo LLC (doing business as Oldcastle
BuildingEnvelope Inc.; OBE). At the same time, S&P assigned its 'B'
issue-level ratings to the company's proposed first-lien term loan
due in 2029 and its other senior secured debt, and 'CCC+' rating to
its senior unsecured debt.
The stable outlook reflects S&P's view that improved earnings
driven by price realizations and some recovery in commercial
construction activities will alleviate the increased debt load,
such that adjusted leverage is 6x-7x over the next 12 months.
OBE's scale and niche product focus are key risks, partially offset
by brand recognition for its products and high service that drive
its strong profitability. OBE has limited scale, with annual
revenues of about $1.8 billion, as well as a narrow product focus
within a subsegment of the building materials industry. S&P said,
"The company operates in a highly competitive and fragmented
industry, and we view its scale to be meaningful compared to direct
peers in glazing products. Still, we regard OBE as smaller than
higher-rated building materials peers. We believe smaller, less
diverse companies could be more prone to volatility during economic
stress than larger, diversified peers."
However, somewhat offsetting these risks are the company's C.R.
Laurence (CRL) and Oldcastle BuildingEnvelope brands that enjoy
some brand recognition among project designers and contractors.
Further, its ability to provide custom products with shorter lead
times, enables timely completion of projects. S&P's believes these
aspects drive customer loyalty and pricing power, ultimately
resulting in robust profitability. OBE's adjusted EBITDA margins of
19%-20% over the last few years compare favorably against the
overall industry.
S&P said, "We expect business performance to improve over the next
12 months, driven by a partial recovery in nonresidential
construction markets and well-balanced exposure across end markets
to help reduce some cyclicality in earnings and cash flows. We
expect positive trends from residential construction markets (both
construction and repair and remodeling) to continue benefiting
revenue growth. While S&P Global Ratings expects nonresidential
construction to continue to be a drag, we expect repair and
remodeling spending to drive some recovery. Since the company
derives about 65% of its sales from commercial construction
activities, we expect some volume growth in 2022 such that overall
revenues are about $1.8 billion-$1.9 billion. Furthermore, OBE is
exposed to volatile commodity costs, particularly for float glass
and aluminum, and its ability to pass through higher costs would be
key to sustaining margins. We expect higher volumes and continued
price realizations should result in adjusted EBITDA margins of
19%-20% in 2022.
"Nonetheless, we view the company's end-market mix across new
construction and repair and remodeling markets, as well as
residential and commercial construction, to be fairly distributed
compared to other building materials peers that are more exposed to
a particular end market alone. We believe this may help offset some
cyclicality of OBE's earnings and cash flows, as different end
markets may counterbalance cyclicality and could potentially result
in OBE's performance being less volatile than some of its peers. We
believe the COVID-19 pandemic-driven recession that slowed
commercial construction had less significant impact on OBE's
performance due to offsetting benefits from a sizable exposure to
residential markets with strong demand drivers.
"We expect adjusted leverage to be at the upper end of the 6x-7x
over the next 12 months, and an aggressive financial policy or
underperformance could pose some downside risks to credit quality.
While we expect sustained profits, weaker than expected business
conditions, very high commodity inflation that results in lower
margins, or debt-financed financial policy actions could
deteriorate credit quality. Pro forma for the proposed capital
structure, we expect adjusted leverage of 7x in 2022 improving
toward 6.5x in 2023. These levels indicated minimal cushion. For
instance, if profits remain flat on a year-over-year basis versus
the expected 10% growth, adjusted leverage could be closer to 8x.
Nonetheless, free cash flow generation of $75 million-$90 million
annually over 2022-2023 and EBITDA interest coverage of above 2x
mitigate some of these concerns.
"The stable outlook on OBE reflects our view that continued price
realizations and higher volumes, driven by partial recovery in
commercial end markets, will help offset the increased debt load.
Over the next 12 months, we expect adjusted leverage of 6x-7x and
EBITDA interest coverage above 2x."
S&P may lower its ratings over the next 12 months if:
-- Business conditions weaken materially and adjusted EBITDA fails
to increase as expected, causing adjusted leverage above 7x or
EBITDA interest coverage to be less than 2x, with little prospects
of a rapid improvement. Such a scenario could come from a severe
recession, which S&P Global Ratings economists do not expect in the
next 12 months, drastically reducing demand for the company's
products, or higher than expected inflation that cannot be passed
on compresses margin to under 18%; or
-- The company undertakes a more aggressive financial policy such
as pursuing debt-financed dividends or acquisitions, that weaken
credit measures.
S&P views an upgrade as unlikely over the next 12 months, given the
company's ownership by a private equity firm and elevated leverage.
However, S&P could raise the rating if:
-- Adjusted leverage improves to 4x-5x, driven by
higher-than-expected earnings growth, and S&P views this as
sustainable in most market conditions; and
-- S&P believes the financial sponsors are committed to maintain
these credit measures.
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of OBE. Our assessment of the company's
financial risk profile as highly leveraged reflects corporate
decision-making that prioritizes the interests of controlling
owners, in line with our view of most rated entities owned by
private-equity sponsors. Our assessment also reflects their
generally finite holding periods and a focus on maximizing
shareholder returns. Furthermore, environmental factors have an
overall neutral influence on our credit rating analysis. While the
company may have some exposure to climate transition risks due to
its metals-based products, its manufacturing process is more in
line with that of light/general building materials businesses and
is less energy intensive than that of heavy materials and cement
companies."
OUTSIDE CAPITAL: Wins Cash Collateral Access Thru May 5
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Outside Capital LLC to use cash collateral on an interim basis
through May 5, 2022, in accordance with the budget.
FirstBank and the U.S. Small Business Administration assert an
interest in the Debtor's cash collateral.
The Debtor is authorized to use cash collateral during the month of
April 2022, in the same monthly amounts as listed for the month of
May 2022. Also, the Debtor is authorized to exceed the Budget by
paying the "FirstBank Loan" up to the amount of $4,938.
To the extent that any party possesses a properly perfected
security interest in the Debtor's cash collateral, as adequate
protection for the Debtor's use of cash collateral:
a. The Debtor will provide the party with a replacement lien
on all postpetition accounts receivable to the extent that the use
of cash collateral results in a decrease in the value of the
party's interest in the cash collateral pursuant to 11 U.S.C.
section 361(2);
b. The Debtor will maintain adequate insurance coverage on all
personal property assets and adequately insure against any
potential loss;
c. The Debtor will provide to such secured party all periodic
reports and information filed with the Bankruptcy Court, including
debtor-in-possession reports;
d. The Debtor will only expend cash collateral pursuant to the
Budget subject to reasonable fluctuation by no more than 15% for
each expense line item per month;
e. The Debtor will pay all post-petition taxes; and
f. The Debtor will retain in good repair all collateral in
which such party has an interest.
The final hearing on the matter is scheduled for May 5 at 1:30
p.m.
A copy of the order is available at https://bit.ly/3uShpPF from
PacerMonitor.com.
About Outside Capital, LLC
Outside Capital, LLC is a Colorado limited liability company.
Outside Capital is a holding company that has an 86% ownership
interest in six Subway restaurants. Of the six, three of the
restaurants have filed companion bankruptcy cases under Chapter 11
Subchapter V of the Bankruptcy Code.
Outside Capital sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 22-11004) on March 28,
2022. In the petition signed by Ryan Newcomb, manager, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Thomas B. McNamara oversees the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C.,
is the Debtor's counsel.
PANACEA LIFE: Incurs $4.8 Million Net Loss in 2021
--------------------------------------------------
Panacea Life Sciences Holdings, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $4.78 million on $2.06 million of revenue for the year
ended Dec. 31, 2021, compared to a net loss of $5.23 million on
$9.02 million of revenue for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $23.78 million in total
assets, $16.68 million in total liabilities, and $7.10 million in
total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 25, 2022, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1552189/000149315222008215/form10-k.htm
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.
QUORUM HEALTH: Names Chris Harrison as New CFO
----------------------------------------------
Hannah Herner of Brentwood Home Page reports that Brentwood-based
acute care hospital operator Quorum Health named Chris Harrison its
new chief financial officer on Tuesday. Harrison joined the
company in 2020 as senior vice president of financial planning and
analysis.
Harrison is a graduate of Belmont University and Tennessee Wesleyan
College.
"Improving health in the communities we serve means leading in the
areas that make it possible — financial and operational
performance, quality, safety and compliance," Harrison said in a
release.
The certified public accountant has held financial management and
operations positions at Nashville-based HCA Healthcare,
Brentwood-based LifePoint Health and Surgery Partners Inc., as well
as Beaumont Health.
In June 2021, Quorum sold its consulting arm to a private equity
firm in New York City, with the intention of focusing on its
hospital network, as patient volumes began to recover from 2020.
In 2020, the company stopped trading on the New York Stock Exchange
after receiving three delisting warnings in the year prior because
of the company's low share prices. The company also filed for
Chapter 11 bankruptcy last April 2021.
"Today's health care CFO must be a financial leader who can advance
strategic priorities and capitalize on new opportunities while
managing the organization's traditional and complex financial
responsibilities," Quorum Health CEO Dan Slipkovich said in a
release. "We are fully confident Chris has the knowledge,
experience and strategic vision needed to excel as our CFO."
About Quorom Health Care Services
Headquartered in Brentwood, Tennessee, Quorum Health (NYSE: QHC) --
http://www.quorumhealth.com/-- is an operator of general acute are
hospitals and outpatient services in the United States. Through its
subsidiaries, the Company owns, leases or operates a diversified
portfolio of 24 affiliated hospitals in rural and mid-sized markets
located across 14 states with an aggregate of 1,995 licensed beds.
The Company also operates Quorum Health Resources, LLC, a leading
hospital management advisory and consulting services business.
Quorum Health incurred net losses attributable to the company of
$200.25 million in 2018, $114.2 million in 2017, and $347.7 million
in 2016.
As of Sept. 30, 2019, Quorum Health had $1.52 billion in total
assets, $1.72 billion in total liabilities, $2.27 million in
redeemable non-controlling interest, and a total deficit of $203.36
million.
On April 7, 2020, Quorum Health Corporation and 134 affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
20-10766) to seek confirmation of a pre-packaged plan.
Debtors hired McDermott Will & Emery LLP and Wachtell, Lipton,
Rosen & Katz as legal counsel, MTS Health Partners, L.P. as
financial advisor, and Alvarez & Marsal North America, LLC. as
restructuring advisor. Epiq Corporate Restructuring, LLC, is the
claims agent, maintaining the Web site
RABBI YITZHAK JOEL MILLER: Selling Banner Elk Property for $1.36M
-----------------------------------------------------------------
Rabbi Yitzhak Joel Miller asks the U.S. Bankruptcy Court for the
Middle District of North Carolina to authorize the private sale of
the real property situated at 442 Aldridge Road, in Banner Elk,
North Carolina 28604, to Ethan and Katherine Young for $1,358,000.
The Debtor owns the Real Property. The Real Property is used as a
vacation rental.
Prior to the Petition Date, the Debtor had entered into an Offer to
Purchase and Contract with the Buyers to purchase the Real Property
for the Purchase Price $1,358,000, minus an agreed repair
concession of $5,000. The specific proposed terms of the Sale,
including the financing terms, are set forth in their proposed sale
agreement.
Currently, the Due Diligence period has ended and the parties are
awaiting the Bank's appraisal before the closing process can begin.
The Buyers are targeting an April closing.
The purpose of the Motion is to seek Court approval of the Sale of
the Real Property.
The Real Property is currently encumbered by a first priority deed
of trust held by Selene Servicing, LP in the estimated and disputed
amount of approximately $530,196.34 and a second lien based on a
judgment held by High Country Renovators, Inc. ("HCR") in the
amount of approximately $12,123.53.
Specifically, the Debtor requests authorization to sell the Real
Property free and clear of any and all liens, claims, or interests
where there is a bona fide dispute with Selene. It asks the Court
to order Selene to release their lien on the Real Property in
exchange for a lien on the proceeds of the sale.
The Debtor requests the Court to order payment of HCR's lien, as
there is no dispute, in full at closing, as well as all regular
closings costs, closing attorney's fees, taxes, associated fees and
any other allowed expenses.
The Debtor requests all proceeds, after closing and payment of all
items in #14, be deposited in the trust account of Bennett Guthrie
PLLC pending further order of the Court.
It also requests authorization to enter into any related
agreements, documents, or other instruments, closing statements, or
other reasonable and necessary documents as necessary to effectuate
the closing of the Sale of the Real Property as authorized by the
Court.
Finally, the Debtor requests that Bankruptcy Rule 6004(h) not
apply, and any Order authorizing the Sale of the Real Property not
to be stayed for 14 days after the entry of such approval.
A copy of the Agreement is available at
https://tinyurl.com/sakmyp97 from PacerMonitor.com free of charge.
Rabbi Yitzhak Joel Miller sought Chapter 11 protection (Bankr.
M.D.N.C. Case No. 22-50065) on Feb. 15, 2022. The Debtor tapped
John G. Downing, Esq., as counsel. Daniel C. Bruton has been named
the Subchapter V Trustee.
RAINBOW LAND: Nevada DOT Buying Lincoln County Parcel for $9.35K
----------------------------------------------------------------
Rainbow Land & Cattle Co., LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to sell its 0.20 acres
of land related to Parcel S-317-LN-019.661 and 0.60 acres of land
related to Parcel S-317-LN-020.803 exempting therefrom any and all
water rights appurtenant to said parcels located in Lincoln County,
Nevada, to the State of Nevada, acting through its Department of
Transportation, for the total purchase price of $9,350, payable in
cash at close of escrow.
A hearing on the Motion is set for April 19, 2022, at 9:30 a.m.
The Debtor seeks a court order to sell the Property to the Buyer in
accordance with the terms of their Public Highway Agreement. The
State presently enjoys an existing and long-standing right of way
(upon which State Route 317 is located) across both parcels it now
wishes to purchase outright from the Debtor. The Debtor requests
that the Court takes judicial notice, pursuant to Fed. R. Evid.
201, of the right-of-way in favor of the State of Nevada recorded
with the Lincoln County Recorder as Document No. 54747 that exists
on those certain portions of the Debtor's real property that run
alongside State Route 317.
The Purchase Agreement provides that the sale will be for a total
purchase price of $9,350 which is made up ofthe following
components: 8,778 square feet affiliated with
ParcelS-317-LN-019.661 exclusive ofwater rights for the price of
$1,000; 26,343 square feet affiliated with Parcel S-317-LN-020.803
exclusive of water rights for the price of $1,000, and an
administrative settlement in the amount of $7,350. The Debtor and
the State arrived at the purchase price by adopting as the most
recent comparable sale and best indicator of fair market value
(unburdened by the State's right of way) of the Property that
certain sale of vacant land at the price of $15,000 per acre as
appearing in that certain Grant, Bargain and Sale Deed and
Declaration of Value recorded as Document #2018-155652, Office of
the Recorder, Lincoln County, Nevada.
Further, the Debtor and the State adopted a 90% discount to the
fair market value of the Property due to the existing right of way,
resulting in a net fair market value for the Property as burdened
by the right of way in favor of the State of $1,500 per acre.
The close of escrow is to occur before April 25, 2022. The Property
is to be sold "as is, where is" condition, without warranties,
either express or implied, as to its/their condition,
functionability or suitability for any purpose.
Overbidding will not be allowed at the hearing on approval of the
Motion. The State is seeking to acquire the Property to construct a
bike path on its current right-of-way along Nevada State Route 317.
If the State and the Debtor were not able to come to an agreement
regarding a sale of the Property, the Debtor believes that the
State would have sought to acquire the Property by filing an
eminent domain action.
There are certain claims that have a security interest against the
Property. They are: (i) H.H. Land & Cattle Co. - $1,676,802 ($9,350
Paid upon close of escrow subject to the conditions in the Purchase
Agreement); and (ii) F. Heise Land & Livestock Co., Inc. -
$1,236,736 (no distribution from proceeds).
H.H. Land has agreed to release its liens on the Property upon the
close of escrow, and it has agreed to accept the proceeds available
pursuant to the Purchase Agreement and sale of the Property. It
will continue to retain its liens on Rainbow Land's other real
property that is not being sold to the State as security for its
claims against the Debtor.
F. Heise Land has agreed to release its liens on the Property upon
the close of escrow, and it has agreed to accept $0 from the
Purchase Agreement and sale of the Property. It will continue to
retain its liens on Rainbow Land's other real property that is not
being sold to the State as security for its claims against the
Debtor.
Both H.H. Land and F. Heise Land have consented to the sale of the
Property free and clear of their liens.
The Property is listed for sale by Janice Cole, a Nevada licensed
real estate broker since 1991. Ms. Cole is also a member of the
Debtor.
A copy of the Agreement is available at
https://tinyurl.com/yckvst2a from PacerMonitor.com free of charge.
About Rainbow Land & Cattle Company
Rainbow Land & Cattle Company, LLC, a privately held company
engaged in activities related to real estate, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
19-50627) on May 30, 2019. The petition was signed by John H.
Huston, its managing member. The Debtor previously sought
bankruptcy protection (Bankr. D. Nev. Case No. 12-14009) on April
4, 2012.
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
The case has been assigned to Judge Bruce T. Beesley. The Debtor
tapped Holly E. Estes, Esq., at Estes Law, P.C., as legal counsel,
Timothy W. Nelson as an interest rate expert, Arthur J. Hill as a
feasibility expert, and B. Kent Vollmer as real estate appraiser
and valuation expert.
REMARK HOLDINGS: Swings to $27.5 Million Net Income in 2021
-----------------------------------------------------------
Remark Holdings, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing net income of
$27.47 million on $15.99 million of revenue for the year ended Dec.
31, 2021, compared to a net loss of $13.69 million on $10.15
million of revenue for the year ended Dec. 31, 2020.
"Fourth quarter 2021 revenue of $6.3 million represented a 33%
increase compared to the fourth quarter of 2020, and powered a 58%
year-over-year increase. Adoption of our AI-powered solutions came
from diverse industries including construction, infrastructure,
banking and education," noted Kai-Shing Tao, chairman and chief
executive officer of Remark Holdings. "Our AI-driven security
solutions are currently being evaluated for several U.S.-based
infrastructure projects in the rail and public safety industries as
well as for border control."
As of Dec. 31, 2021, the Company had $75.50 million in total
assets, $44.47 million in total liabilities, and $31.03 million in
total stockholders' equity.
At Dec. 31, 2021, the cash balance totaled $14.2 million, compared
to a cash position of $0.9 million at Dec. 31, 2020. Cash
increased primarily due to $32.2 million in net proceeds from debt
issuances and $5.7 million in proceeds from a stock issuance, which
were partially offset by debt repayments and payments of other
operating liability payments.
"For fiscal year 2022, we anticipate continued growth in both our
US and China AI businesses. Additionally, we have a robust
pipeline of business opportunities in Europe which represents a
previously untapped market. Finally, we will be introducing
several new initiatives in the NFT and metaverse spaces in the
coming months that are powered by our AI technology," concluded Mr.
Tao.
Los Angeles, California-based Weinberg & Company, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 31, 2022, 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.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1368365/000136836522000016/mark-20211231.htm
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.
RESURGE LLC: Unsecureds Will Get 5% of Claims in 36 Months
----------------------------------------------------------
Resurge, LLC, filed with the U.S. Bankruptcy Court for the District
of New Jersey a Small Business Plan of Reorganization dated March
31, 2022.
The Debtor was formed in September 2018 and began formal operations
in November 2019. The Debtor maintains its principal assets and
operations in Freehold, New Jersey.
The filing was precipitated by the Debtor's receipt of a notice of
termination from its Freehold landlord. At the time of the filing,
the Debtor was owned by members Adam Napoli, Brian Kirst, Jeffrey
Geisenheimer, Andrew Moss, Seth Weisberg and Michael Mortorano.
Adam Napoli was the CEO and Brian Kirst was the CFO. Michael
Mortorano was the managing member. After the petition was filed,
Brian Kirst resigned as CFO.
The Plan provides for the payment in full, plus interest, if
applicable, to holders of Allowed Administrative Expense Claims.
Holders of Assumed Executory Contracts will be paid in cure amounts
in full. Certain cure amounts will be paid over 36 months. Holders
of Allowed General Unsecured Claims shall receive 5% of the amount
of their Allowed Claims, paid over 36 months.
The Plan will be funded through the Debtor's future business
operations and contributions by Michael Mortorano. The Debtor
proposes to contribute $300,000 received from Michael Mortorano on
the Effective Date to fund the Plan and $372,848 over the
subsequent 36 months. The Debtor will make quarterly distributions
to Allowed Claims in Class 3 commencing 3 months after the
Effective Date.
Class 1 is comprised of the DIP Financing secured claim of Onelink
Solutions in the approximate amount of $493,394.80, which is
secured by a lien against the on furniture, furnishings, equipment,
inventory, account receivable, goodwill, confidential information
and property, leasehold rights, intellectual rights, franchise
rights, cash and bank accounts and all other personal assets, plus
interest and late fees. Onelink Solutions agrees to defer this
claim and for it to be waived upon Debtor's discharge.
Class 2 is comprised of the pre-petition secured claims of Onelink
Solutions in the approximate amount of $257,954.11, which is
secured by a lien against on furniture, furnishings, equipment,
inventory, account receivable, goodwill, confidential information
and property, leasehold rights, intellectual rights, franchise
rights, cash and bank accounts and all other personal assets, plus
interest and late fees. Onelink Solutions agrees to defer this
claim and for it to be waived upon Debtor's discharge.
Class 3 is comprised of all General Unsecured Creditors. Holders of
Allowed Class 3 Claims shall be paid 5% of their Allowed Claim in
quarterly installments over a period of 36 months commencing on the
Effective Date. The initial installment will be paid 90 days after
the Effective Date. The Debtor estimates that the total Allowed
General Unsecured Claims are $4,767,542, subject to objections to
be filed.
Class 5 Equity Interest Holder shall not receive any distribution.
All equity interests will be cancelled and extinguished upon
confirmation of the Plan.
The Plan will be implemented and funded as follows:
* Michael Mortorano will provide a letter of credit to 183
Three Brooks Holding, LLC in the amount of $293,000 and will cause
Onelink to defer and waive pre and post-petition Secured Claims
which total $751,348.91 in principal plus any unpaid interest and
fees. In addition, Michael Mortorano will agree to deferred payment
of the administrative claim of $729,252 owed to Advantix. Finally,
Michael Mortorano will contribute $300,000 on the Effective Date as
a new capital investment.
* Brian Kirst and Adam Napoli will contribute a total of one
half of the amount owed to cure the default under the lease related
to pre-petition rent and CAM charges in exchange for 183 Three
Brooks Holdings LLC's release of their personal guarantees of the
lease. The Debtor will contribute the other half. The total back
rent and CAM charges are believed to be $217,591.04.
* The Debtor will contribute funds out of its future income to
be used to cure defaults to holders of assumed executor contracts
and to pay 5% to holders of general unsecured claims over 36 months
in quarterly installments estimated to be $43,500 per quarter.
A full-text copy of the Small Business Plan dated March 31, 2022,
is available at https://bit.ly/3NKuaEF from PacerMonitor.com at no
charge.
Attorneys for Debtor:
FORMAN HOLT
365 West Passaic Street, Suite 400
Rochelle Park, NJ 07662
Erin J. Kennedy, Esq.
ekennedy@formanlaw.com
(201) 845-1000
About Resurge, L.L.C.
Resurge, L.L.C., is an order fulfillment provider with primary
locations in Freehold, N.J. and Reno, Nevada.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 21-19109) on November 26,
2021. In the petition signed by Adam Napoli, chief executive
officer, the Debtor disclosed $1,057,862 in assets and $3,023,798
in liabilities.
Erin J. Kennedy, Esq., at Forman Holt, is the Debtor's counsel.
Michael Mercier is the financial advisor.
RICARDO RUIZ-GUIZAR: Lone Star Buying San Antonio Asset for $845K
-----------------------------------------------------------------
Ricardo Ruiz-Guizar asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the private sale of the real
property located at 5718 Kenwrick, in San Antonio, Texas 78238, to
Lone Star Bloom, LLC, for $845,250.
The Debtor is the owner of Property. He proposes to sell free and
clear of all liens, claims, and encumbrances the Property, which is
more particularly described as Lot 7, Block 2, New City Block
13720, Beacon Circle West Industrial Subdivision, in the City of
San Antonio, Bexar County, recorded in Volume 5300, Page 219, Deed
and Plat Records of Bexar County, Texas.
It is a private sale, wherein the Debtor proposes to transfer his
interest in the Property to the Buyer, 5742 Darling St., Houston,
Texas 77007, (979)-877-5563, pursuant to the terms of Purchase and
Sale Agreement. The Debtor desires to sell the Property free and
clear of any interest other than that of the estate with all valid
liens, claims, or encumbrances to attach the proceeds of such sale.
The Debtor is informed and believes that the Property is encumbered
by the following liens: TXN Bank National Association - $729,633.69
and Bexar County Texas - $22, 815.05.
The purchase price set forth in the Purchase Agreement is $845,250
with $84,525 paid in advance and the remaining balance to be paid
in cash at closing. After payment of closing costs, of the net
proceeds from the sale of the property will be paid to existing
lien holders.
The Debtor believes there will be no tax liability to the estate
resulting from the sale. He believes that the proposed purchase
price for the Property is fair and reasonable.
Finally, the Debtor requests that the order authorizing the sale
not be stayed pursuant to Bankruptcy Rule 6004(g).
A copy of the Sale Agreement is available at
https://tinyurl.com/3e585s48 from PacerMonitor.com free of charge.
Ricardo Ruiz-Guizar sought Chapter 11 protection (Bankr. W.D. Tex.
Case No. 21-51217) on Oct. 4, 2021. The Debtor tapped David Cain,
Esq., as counsel.
RUBY PIPELINE LLC: Noteholders Preview Chapter 11 Case Dispute
--------------------------------------------------------------
Vince Sullivan of Law360 reports that a group of senior unsecured
noteholders of bankrupt gas pipeline owner Ruby Pipeline LLC told a
Delaware judge Monday, April 4, 2022, that the Chapter 11 case was
filed by the debtor and its equity sponsors to exert leverage over
the noteholders in repayment negotiations.
During Ruby Pipeline's virtual first-day hearing, Damian S.
Schaible of Davis Polk & Wardwell LLP— representing an ad hoc
group of holders with 71% of the $475 million in senior unsecured
notes — said the noteholders are the company's only third-party
creditors and should have their claims paid in full.
About Ruby Pipeline
Ruby Pipeline, LLC, is owned equally by Kinder Morgan, Inc. (Baa2
stable), one of the largest midstream energy companies in North
America, and Pembina Pipeline Corporation (unrated), a diversified
energy infrastructure company based in Calgary, Alberta. A
subsidiary of Kinder Morgan, Inc., operates the company's sole
asset, the Ruby Pipeline, a 1,500 MMcf per day natural gas pipeline
that entered service in July 2011 and runs 680 miles from Opal,
Wyoming to Malin, Oregon.
Ruby Pipeline LLC sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 22-10278) on March 31, 2022. In the petition
filed by Will W. Brown, as commercial vice-president, Ruby Pipeline
estimated assets and liabilities between $500 million and $1
billion each.
Richards, Layton & Finger, P.A., is the Debtor's bankruptcy
counsel. PJT Partners LP, is the investment banker. Prime Clerk,
LLC, is the claims and noticing agent and administrative advisor.
RUSSELL SAGE COLLEGE: Moody's Raises Issuer Rating to B3
--------------------------------------------------------
Moody's Investors Service has upgraded Russell Sage College's, NY
(the College) issuer and revenue bond ratings to B3 from Caa1. The
College had approximately $12 million of total debt as of fiscal
end 2021. The outlook is stable.
RATINGS RATIONALE
The upgrade of Russell Sage College's (NY) ratings to B3 from Caa1
is largely driven by a multi-year trend of improving operating
performance and liquidity. The implementation of significant budget
adjustments contributed to a substantial strengthening of operating
performance over the last five years, culminating in an 18% EBIDA
margin in fiscal 2021. Similarly, the College's unrestricted
monthly liquidity more than doubled to nearly $8 million providing
72 days cash on hand. This material financial improvement during a
period of significant business disruption from the pandemic
demonstrates sound financial strategy, which is a governance
consideration under Moody's ESG framework.
The B3 issuer rating incorporates the College's limited scale and
brand and strategic positioning, still modest wealth and liquidity,
and ongoing exposure to heightened debt structure risks. Weak
regional demographics and elevated competition will continue to
depress pricing flexibility and student-related revenue growth. A
relatively small scale of operations with operating revenue of $49
million in fiscal 2021 and high reliance on student charges expose
the College to potential operating performance volatility. At the
same time, deferred maintenance is increasing as the College has
held back on capital spending due to its financial difficulties, a
longer term competitive and financial challenge.
The B3 revenue bond ratings incorporate the issuer rating and
general obligation characteristics of the bonds. Recovery prospects
in the event of default for both the Series 1999A and 2002A are
uncertain as they would likely be dependent upon sale of campus
property with no current market value provided, and subject to
liens provided to bank counterparties for additional debt.
RATING OUTLOOK
The stable outlook incorporates management's continued efforts to
move the College to more sustained structural balance, while
acknowledging a difficult market and macro-economic environment.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
Substantial increase in liquidity and reduction of reliance on
external liquidity for operations
Sustained strengthening in student demand, resulting in revenue
growth and significantly improved operating performance
Reduction of debt structure risks
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
Acceleration of bank debt or lack of access to external liquidity
given thin cash and investments; reduction of liquid cash and
investments
Inability to sustain recent improvement in financial performance,
including above 1x debt service coverage
LEGAL SECURITY
The Series 1999A and 2002A revenue bonds are unsecured general
obligations of the College and represent about 70% of total
outstanding debt. The bonds are effectively subordinated to various
other debt instruments, including bank loans and lines of credit,
which have a security interest in portions of the campus or cash
and investments.
The Series 2002A bonds are variable rate demand debt and the Series
1999A bonds are fixed rate, and regularly amortizing. The
outstanding bonds introduce liquidity risk due to multiple
financial covenants, which could result in acceleration of debt if
tripped, absent forbearance or a waiver. The College is required to
meet financial covenants of maintaining a minimum debt service
coverage ratio of 1.0x for the Series 2002A bonds. The College's
reported annual debt coverage ratio for June 30th, 2021, was 5.05x,
providing substantial headroom above covenanted levels.
PROFILE
Russell Sage College, previously consisted of Russell Sage College
and the Sage College of Albany is now considered as one college
with two campuses located in Albany and Troy, New York. The college
generated operating revenue of $49 million and enrolled 1,961
full-time equivalent (FTE) students as of fall 2021.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.
SEALED AIR: S&P Rates $425MM Senior Unsecured Notes 'BB+'
---------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '4'
recovery rating to Sealed Air Corp.'s (BB+/Stable/--) $425 million
of seven-year (2029) senior unsecured notes. The '4' recovery
rating indicates its expectation for average recovery (30%-50%;
rounded estimate: 30%) in the event of default. The company will
use proceeds to fully redeem its existing $425 million senior notes
due 2023. S&P views the transaction as leverage neutral and it does
not affect its existing ratings on Sealed Air.
Sealed Air Corp. designs and manufactures packaging systems and
solutions, primarily focused on perishable foods and parcel
protection. The company operates through two segments: food (56% of
2021 sales) and protective (44%). The food segment provides
packaging materials and fully integrated packaging systems used by
perishable food processors that predominantly focus on fresh red
meat, smoked and processed meats, poultry, and dairy (solids and
liquids). The protective segment provides both differentiated
(inflatable bubble wrap, surface protection, temperature control)
and stand-alone solutions (padded envelopes) and systems that focus
on the protection and integrity of products during shipment. The
company generated sales of $5.5 billion and adjusted EBITDA of $1.1
billion for 2021.
SERVICE LOGIC: $100MM Term Loan Add-on No Impact on Moody's B3 CFR
------------------------------------------------------------------
Moody's Investors Service said that Service Logic Acquisition,
Inc.'s ("ServiceLogic") B3 Corporate Family Rating and B3-PD
Probability of Default Rating are not affected by the incremental
$100 million add-on to the company's B2 rated first lien term loan.
The $100 million add-on is fungible with the existing first lien
term loan. Proceeds will be used to fund several near-term
acquisitions, repay $5 million outstanding on its revolving
facility and pay related fees and expenses. The outlook is stable.
The B3 CFR reflects Service Logic's elevated financial leverage.
Moody's projects pro forma adjusted total debt-to-EBITDA of 7.1x,
6.5x, and near 6.0x (inclusive of Moody's adjustments) for year-end
2021, 2022, and 2023, respectively. Moody's expects Service Logic
will continue with its aggressive growth strategy and pursue debt
funded acquisitions using available delayed draw term loans.
Additionally, Moody's expect the company will generate positive
free cash flow to fund capital expenditures, and paydown debt post
acquisitions.
The stable outlook reflects the expectation Service Logic will
efficiently integrate acquisitions and that the company will use
free cash flow to de-lever its balance sheet while maintaining good
liquidity.
Headquartered in Charlotte, North Carolina, Service Logic provides
aftermarket maintenance, repairs and replacement services for
commercial HVAC equipment, chilled water systems, and building
automation and controls systems. Leonard Green & Partners, L.P.
acquired Service Logic in October 2020.
SKY INN OPERATION: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The U.S. Trustee for Region 6 on April 4 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Sky Inn Operation, Inc. and
Austin Airport Suites, LLC.
About Sky Inn Operation and Austin Airport
Sky Inn Operation, Inc. owns real property locally known as the
Staybridge Hotel located at 1611 Airport Commerce Drive, Austin,
Texas. AAS is renting the hotel pursuant to a lease agreement dated
June 23, 2008.
Sky Inn Operation and its affiliate, Austin Airport Suites, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Texas Lead Case No. 22-10134) on Feb. 28, 2022.
In their petitions, Sky Inn Operation disclosed up to $50 million
in assets and up to $10 million in liabilities while Austin Airport
disclosed up to $500,000 in assets and up to $10 million in
liabilities. Armando Batarse Cardenas, president of Sky Inn Hotels
& Suites and sole shareholder, signed the petitions.
Judge Tony M. Davis oversees the cases.
C. Daniel Roberts, Esq., at C. Daniel Roberts, PC and Keil C.
Mercer, Esq., at Kell C. Mercer PC represent the Debtor as counsel.
SONEV CONSTRUCTION: Wins Cash Collateral Access, $2MM DIP Loan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah authorized SoNev
Construction LLC to, among other things, use cash collateral and
obtain post-petition financing.
The Debtor is permitted to enter into a debtor-in-possession
financing transaction with nFusion Capital, LLC, in which the DIP
Lender will provide the Debtor with a credit facility up to
$2,000,000 in which the Debtor can access when needed to make up
for any shortfall in its operations or cash flow. The DIP Lender
will advance up to 80% of the net face value of eligible accounts
receivable less any retainage, as determined by nFusion Capital in
its sole discretion.
As adequate protection, the DIP Lender is granted a priming
first-priority lien and security interest in all existing and after
acquired personal property of the Debtor (including without
limitation accounts, contract rights, inventory, equipment, and
general intangibles of the Debtor and all proceeds thereof);
provided, however, that the DIP Lender's security interests shall
not prime existing purchase money security interests on any of the
Debtor's tangible personal property.
The Debtor is authorized to make payments to secured creditor
Michael Conboy in the amount of $25,000 per month but only as and
when due in the ordinary course of its business, and such payments
constitute adequate protection for the Debtor's use of Mr. Conboy's
cash collateral.
A further interim hearing on the matter is scheduled for April 15,
2022 at 11 a.m.
A copy of the order is available at https://bit.ly/3JavWLB from
PacerMonitor.com.
About SoNev Construction LLC
SoNev Construction offers surface mining solutions to the Southern
Utah area. The Company has the resources to prepare mine sites,
manage mine operations, excavate and develop new sub-divisions.
SoNev Construction sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Utah Case No. 22-21037) on March 25,
2022. In the petition signed by Keith Gilbert, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge William T. Thurman oversees the case.
Brian M. Rothschild, Esq., at Parsons Behle and Latimer is the
Debtor's counsel.
SPENGLER PLUMBING: Tiger Buying Substantially All Assets for $320K
------------------------------------------------------------------
Spengler Plumbing Company, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Illinois to authorize the sale of
substantially all assets to Tiger Services, LLC, for $320,000,
subject to higher and better offers.
By reason of the COVID-19 pandemic, the Debtor has unable to
maintain its business at a level that would provide cash flow
sufficient to sustain continuing operations. When that occurred,
it began negotiations to sell the Assets to a strategic buyer. In
that respect, the Debtor's long history in the plumbing and HVAC
business provides substantial value to another entity engaged in
the same lines of business.
The Debtor negotiated with approximately four potential purchasers
for the Assets. Those negotiations culminated with execution of an
Asset Purchase Agreement between the Debtor and the Buyer.
Under the terms of the Agreement, the Buyer will purchase the
Assets, as more particularly described in the Agreement and its
exhibits, for the sum of $320,000. In connection with its purchase
of the Assets, the Buyer will not undertake any of the Debtor's
obligations under executory contracts or unexpired leases.
By this Motion, the Debtor seeks entry of an order, following a
final hearing, to be scheduled by the Court, (a) approving the
Agreement, (b) authorizing it to sell sthe Assets used in the
operations of Spengler Plumbing to the Buyer free and clear of any
and all liens, claims, interests and encumbrances, or,
alternatively, (c) in the event that the Court approves a higher
and otherwise better offer from a party not affiliated with the
Buyer, approving the sale of the Assets to such other party.
The Debtor will adopt the following procedures governing the Sale
Hearing and the submission of any bid by parties interested in
purchasing the Assets:
a) At the Sale Hearing, the Debtor will seek entry of an
order, inter alia, authorizing and approving the sale of the Assets
(i) if no other Qualifying Bid is received for the Acquired Assets,
to the Buyer pursuant to the terms and conditions set forth in the
Asset Purchase Agreement or (ii) if a Qualifying Bid is received by
the Debtor for the Assets, to the Buyer or such other Person
submitting a Qualifying Bid whom the Debtor determines submitted
the Highest or Best Bid, subject to a final determination by the
Bankruptcy Court at the Sale Hearing. All objections to the Sale
will be filed and served on the Debtor's counsel no later than five
business days prior to the Sale Hearing.
b) Prior to receipt by a prospective Bidder of any non-public
information (including, without limitation, business and financial
non-public information and access to representatives of the Debtor)
from the Debtor, each Bidder will be required to execute an
appropriate confidentiality agreement.
A. A competing Bid will not be considered by the Debtor
or the Bankruptcy Court unless such competing Bid (i) is submitted
to the Debtor in writing, (ii) expressly provides that it will
remain open and be irrevocable in accordance with its terms through
the entry of the Sale Order, (iii) is for an amount equal to, or
greater than the aggregate of the sum of the initial bid of $330,00
and (iv) includes a good faith cash deposit of $33,000.
B. A Bid will not be considered by the Debtor or the
Bankruptcy Court if: (i) such Bid contains financing or due
diligence contingencies of any kind; (ii) such Bid consists of any
form of consideration other than cash consideration, payable by
wire transfer of immediately available funds to the account or
accounts designated in writing by the Debtor; (iii) such Bid is not
received by the Debtor and the Buyer no later than five business
days before the Sale Hearing; (iv) such Bid does not contain
evidence that the Person submitting it has received debt and/or
equity funding commitments or available cash sufficient in the
aggregate to finance the purchase contemplated thereby; (vi) such
Bid is otherwise determined by the Debtor to be made in bad faith
and such determination is not reversed by a Final Order of the
Bankruptcy Court.
c) Auction. If one or more Qualifying Bids are submitted
as described, the Debtor will conduct the Auction as set forth in
the Asset Purchase Agreement. As soon as practicable prior to the
Auction, the Debtor will provide to the Buyer, all Persons who
submitted Qualifying Bids, and the secured lenders of each
Qualifying Bid received. On the business day before the Sale
Hearing at 10:00 a.m. (St. Louis time), the Debtor will conduct the
Auction at the offices of Goldenberg Heller & Antognoli, P.C., 2227
South State Route 157, Edwardsville, Illinois 62025 at which time
and place the Buyer and all Persons who submitted Qualifying Bids
will have the right to submit further Bids in writing. Only the
Buyer and any Persons who submitted a Qualifying Bid may submit
Bids at the Auction. Any Bid submitted at the Auction must be
higher than the immediately preceding Bid in increments of not less
than $10,000 in cash. No matching Bids will be permitted. The
Debtor will have the right to select the highest or best Bid from
the Buyer and any other Person who submitted a Qualifying Bid,
which will be determined by the Debtor and the secured lenders, if
any.
The Debtor requests that the Court approves payment of all of the
proceeds received from the sale of the Acquire Assets into an
account to be escrowed pending a determination of the extent and
priority of all liens on the Acquired Assets pursuant to a motion
to be filed by the Debtor.
A copy of the Agreement is available at
https://tinyurl.com/2xr5uzsc from PacerMonitor.com free of charge.
About Spengler Plumbing Company
Founded in 1971, Spengler Plumbing Company, Inc., specializes in
plumbing and HVAC services.
Spengler Plumbing previously sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Ill. Case No. 19-30958) on July
19, 2019.
Spengler Plumbing recently sought Chapter 11 bankruptcy (Bankr.
S.D. Ill. Case No. 21-30409) on June 1, 2021. Silver Lake Group
Ltd., led by Steven M. Wallace, is the Debtor's counsel.
SPI ENERGY: Incurs $44.8 Million Net Loss in 2021
-------------------------------------------------
SPI Energy Co., Ltd. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$44.83 million on $161.99 million of net sales for the year ended
Dec. 31, 2021, compared to a net loss of $6.27 million on $138.63
million of net sales for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $228.08 million in total
assets, $202.13 million in total liabilities, and $25.95 million in
total equity.
New York, New York-based Marcum Bernstein & Pinchuk LLP, the
Company's auditor since 2018, issued a "going concern"
qualification in its report dated April 1, 2022, citing that the
Company has a significant working capital deficiency, has incurred
significant losses and needs to raise additional funds to sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
The Group has recurring losses from operations. As of Dec. 31,
2021, the Group had a working capital deficit of $89,771,000 and
the cash flow used in the operation activities for the year ended
Dec. 31, 2021 was $27,484,000.
For the next 12 months from the issuance date of this report, the
Group plans to continue implementing various measures to boost
revenue and control the cost and expenses within an acceptable
level. Such measures include: 1) negotiate with potential buyers
on PV solar projects; 2) negotiate for postponing of convertible
bond payments; 3) improve the profitability of the business in US;
4) obtain equity financing from certain subsidiaries' initial
public offerings; 5) strictly control and reduce business,
marketing and advertising expenses and 6) seek for certain credit
facilities.
SPI Energy stated, "While management believes that the measures in
the plans will be adequate to allow the Group to meet its liquidity
and cash flow requirements within one year after the date that the
consolidated financial statements are issued, there is no assurance
that the plans will be successfully implemented. If the Group
fails to achieve these goals, the Group may need additional
financing to repay debt obligations and execute its business plan,
and the Group may not be able to obtain the necessary additional
capital on a timely basis, on acceptable terms, or at all. In the
event that financing sources are not available, or that the Group
is unsuccessful in increasing its gross profit margin and reducing
operating losses, the Group may be unable to implement its current
plans for expansion, repay debt obligations or respond to
competitive pressures, any of which would have a material adverse
effect on the Group's business, financial condition and results of
operations and may materially adversely affect its ability to
continue as a going concern."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1210618/000168316822002280/spi_i10k.htm
About SPI Energy Co.
SPI Energy Co., Ltd. (SPI) is a global renewable energy company and
provider of solar storage and electric vehicle (EV) solutions for
business, residential, government, logistics and utility customers
and investors. The Company provides a full spectrum of EPC
services to third-party project developers, as well as develops,
owns and operates solar projects that sell electricity to the grid
in multiple countries, including the U.S., the U.K., Greece, Japan
and Italy. The Company has its US headquarters in Santa Clara,
California and maintains global operations in Asia, Europe, North
America and Australia. SPI is also targeting strategic investment
opportunities in green industries such as battery storage and
charging stations, leveraging the Company's expertise and growing
base of cash flow from solar projects and funding development of
projects in agriculture and other markets with significant growth
potential.
TIMBER PHARMACEUTICALS: Incurs $10.6 Million Net Loss in 2021
-------------------------------------------------------------
Timber Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$10.64 million on $886,532 of total revenue for the year ended Dec.
31, 2021, compared to a net loss of $15.12 million on $453,810 of
total revenue for the year ended Dec. 31, 2020.
The Company has no product revenues, incurred operating losses
since Inception, and expects to continue to incur significant
operating losses for the foreseeable future and may never become
profitable. The Company had an accumulated deficit of approximately
$28.9 million at Dec. 31, 2021, and approximately $9.3 million of
net cash used in operating activities for the year ended Dec. 31,
2021.
As of Dec. 31, 2021, the Company had $17.90 million in total
assets, $4.63 million in total liabilities, and $13.27 million in
total stockholders' equity.
Short Hills, New Jersey-based KPMG LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 31, 2022, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1504167/000155837022004943/tmbr-20211231x10k.htm
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
TONARCH 1: Wins Cash Collateral Access Thru April 26
----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Tonarch 1, LLC to use cash
collateral on an interim basis in accordance with the budget and
provide adequate protection.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral in which Provident Funding and
Ami Kimoto Liu assert an interest, to pay reasonable expenses for
the real property located at 2249 Duane Street, Los Angeles,
California 90039, including the mortgage, maintenance and upkeep of
the Property, landscaping of the Property, the water and
electricity for the Property, and other expenses.
Provident Funding holds a first deed of trust against the Property
with a scheduled claim of $972,896. Ami Kimoto Liu holds a second
deed of trust against the Property with a scheduled claim of
$1,019,575. The Los Angeles County Treasurer and Tax Collector has
a $5,600 scheduled claim against the Property for the 2022 property
taxes. These secured claims total to $1,998,071.
The Debtor is current with its first lender, Provident Funding, and
believes it can come to a resolution with Ami Kimoto Liu. The
Debtor believes it can generate the income necessary to support a
feasible reorganization plan.
The Debtor proposed to continue making monthly mortgage payment of
$6,147 to Provident Funding. The loan with Ami Kimoto Liu is in
default. The Debtor proposed to start making adequate protection
payments to Ami Kirnoto Liu in the amount of $4,000 per month
effective April 15, 2022, subject to the Court's order granting the
Cash Collateral Motion.
The final cash collateral hearing on the matter is scheduled for
April 26, 2022 at 2 p.m.
A copy of the order is available at https://bit.ly/3KgnqMJ from
PacerMonitor.com.
About Tonarch 1, LLC
Tonarch 1, LLC is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)). The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
22-11117) on March 1, 2022. In the petition signed by Anne Kihagi,
manager, the Debtor disclosed up to $10 million in assets and
liabilities.
Judge Barry Russell oversees the case.
Paul E. Manasian, Esq., at Law Office of Paul Manasian is the
Debtor's counsel.
TOWN & COUNTRY: Trustee Selling Portage Asset to Peerless for $9M
-----------------------------------------------------------------
N. Neville Reid, the Chapter 11 trustee for Town & Country Partners
LLC, seeks approval from the U.S. Bankruptcy Court for the Northern
District of Illinois to sell the real estate located in Portage,
Indiana, commonly known as Town & Country Apartments to Peerless
Development, LLC, for $9.165 million, free and clear of all liens,
claims, encumbrances and interests.
A hearing on the Motion is set for April 12, 2022 at 1:00 p.m. The
Motion will be presented and heard electronically using Zoom for
Government. To appear by video, (1) use the link:
https://www.zoomgov.com/, (2) enter the meeting ID 1612732896, and
(3) enter the passcode 778135. To appear by telephone, (1) call
Zoom for Government at 1-669-254-5252 or 1-646-828-7666, (2) enter
the meeting ID 1612732896, and (3) enter passcode 778135.
Objections, if any, must be filed two business days before the
hearing date.
The Debtor owns two non-contiguous parcels of real estate in
Portage, Indiana, which includes 100 residential apartment units,
contained within 17 buildings, as well as approximately 100 surface
parking spaces and the underlying parcels of land (the "Property"),
located at 2400 Dixie Drive, Portage, Indiana and 6021 Canden
Avenue, Portage, Indiana and which together are commonly known as
Town & Country Apartments.
On Dec. 6, 2021, the Court entered the Agreed Final Order (A)
Authorizing Chapter 11 Trustee to Use Cash Collateral, (B)
Authorizing Chapter 11 Trustee to Obtain Postpetition Financing,
(C) Granting Adequate Protection, and (D) Granting Related Relief
("Cash Collateral Order") which, among other things, sets certain
milestones related to the marketing and sale of the Property and
provides postpetition financing to the Estate.
Under the Cash Collateral Order, the Trustee acknowledges, among
other things, (a) the allowed claim set forth in the Proof of Claim
(No. 2) (the "POC") of Toorak Capital Partners LLC (the "Lender")
asserted in the amount of $9,467,859.51, exclusive of certain
costs, expenses, and attorneys' fees incurred by the Lender as of
the Petition Date, (b) that no objection to the Lender's POC has
been filed, and (c) the existing indebtedness owing by the Estate
to Lender constitutes a legal, valid, binding, and enforceable
obligation and that the related Loan Documents are valid and
enforceable against Debtor in accordance with their terms, and the
Prepetition Liens of Lender in, to, and against all of the
Collateral are valid, enforceable, properly perfected, and first
priority liens.
Under the terms of the Cash Collateral, the Trustee Review Period
Expiration Date of Feb. 7, 2022 has passed, and, thus, the Lender's
claim is deemed allowed and the Lender holds a first lien on the
Property.
The Trustee, his legal counsel, and 33 Realty analyzed all of the
potential buyers' offers. The Trustee selected the Buyer's offer
for $9.165 million, a close date five days following entry of a
final order approving the sale, and no financing contingency.
The significant terms of the Purchase and Sale Agreement are as
follows:
a. The Trustee will sell the Debtor's ownership in the
Property to the Buyer.
b. The purchase price for the Property is $9,165,000.
c. The Buyer completed its opportunity to conduct Due
Diligence prior to the filing of the Motion.
While the PSA is substantially finalized, it has not yet been
executed by the Trustee and the Buyer. The Trustee will file a
fully executed PSA once it has been finalized.
By the Motion, the Trustee seeks the entry of an order authorizing
and approving:
a. the Trustee to sell the Property to the Buyer free and
clear of all liens, claims, rights, and encumbrances, with such
liens, claims, rights and encumbrances to attach to the proceeds of
such sale;
b. Subject to the express terms of the Cash Collateral Order,
the payment of the following amounts, at closing, from the sale
proceeds: (i) all necessary and appropriate closing costs incurred
and payable on account of or relating to the sale of the Property;
(ii) all outstanding real estate taxes constituting a lien against
the Property accrued or accruing through the date of the closing;
(iii) all outstanding Postpetition Advances owed to the Lender,
including interest thereon, made by the Lender to the Trustee
through the date of closing, as authorized and required by
paragraph 19 of the Cash Collateral Order; (iv) the full amount of
the Trustee's statutory commission fee under Section 326 of the
Bankruptcy Code, pursuant to paragraph 22 of the Cash Collateral
Order, to be held by the Trustee pending approval of the statutory
commission fee by further order of the Court; (v) the amount
necessary to fund any remaining amount of the Carve-out under
paragraph 22 of the Cash Collateral Order, and any amount of the
Unsecureds Carve-Out under paragraph 22(e) of the Cash Collateral
Order; and (vi) the balance of the sale proceeds to be paid to the
Lender in partial satisfaction of the Lender's allowed POC; and
c. the effectiveness of the Sale Order immediately upon entry
thereof, notwithstanding Bankruptcy Rule 6004(h).
About Town & Country Partners LLC
Orland Park, Ill.-based Town & Country Partners, LLC filed a
petition for Chapter 11 protection (Bankr. N.D. Ill. Case No.
21-08430) on July 14, 2021, listing up to $50 million in assets
and
up to $10 million in liabilities. Judge Jacqueline P. Cox
oversees
the case. Benjamin Legal Services, PLC, led by Kevin Benjamin,
Esq., is the Debtor's legal counsel.
Polsinelli PC serves as counsel for Toorak Capital Partners, LLC,
the pre-bankruptcy lender.
N. Neville Reid is the Chapter 11 trustee appointed in the
Debtor's
case. Fox Swibel Levin & Carroll, LLP and Kutchins Robbins &
Diamond, Ltd. are the trustee's legal counsel and tax accountant,
respectively.
TRINITY GUARDION: Wins Cash Collateral Access Thru April 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana, New
Albany Division, authorized Trinity Guardion, Inc. to use cash
collateral on an interim basis in accordance with the budget, with
a 15% variance, through April 30, 2022.
The Debtor requires the use of cash collateral for the continued
operation of the Debtor's business, and the management and
preservation of its property.
As adequate protection, FCN Bank is granted a replacement lien in
the cash collateral and in the post-petition property of the Debtor
of the same nature and to the same extent and in the same priority
held in the cash collateral on the Petition Date, retroactive to
the Petition Date. Subject to the other provisions of the Interim
Order, the Adequate Protection Liens will be valid and fully
perfected without any further action by any party and without the
execution or the recordation of any control agreements, financing
statements, security agreements, or other documents.
FCN Bank will receive a claim under section 507(b) of the
Bankruptcy Code as adequate protection to the extent of any
decrease in value of its perfected interests in the cash
collateral, subject to a carve-out for the Debtor's professional,
if any, as may be agreed to between the Debtor and FCN Bank or
ordered by the Court.
The Debtor will deposit all post-petition receipts into the FCN
Bank account provided that FCN Bank becomes an approved depository.
In the interim, FCN Bank will be and remain secured by the proceeds
of its collateral deposited into the Debtor's existing deposit
accounts.
The terms and provisions of the Interim Order, and any actions
taken pursuant thereto, will survive the entry of any Court Order
(a) confirming a plan of reorganization; (b) converting the chapter
11 case lo a case under chapter 7 of the Bankruptcy Code; or (c)
dismissing the chapter 11 case.
A copy of the order is available at https://bit.ly/3NHvt7c from
PacerMonitor.com.
About Trinity Guardion, Inc.
Founded in 2020, Trinity Guardion is the developer of Soteria Bed
Barrier, a combination of mattress and bed deck barrier, pillow
barrier, and a simple, compliant disinfection protocol. The
Soteria Bed Barrier aims to solve hospital bed-associated
infections by protecting new patients from the bioburden of
previous bed occupants, preserve the integrity of mattresses and
support technologies, and defend hospital reputations by reducing
bed contamination and related infection risk.
Trinity Guardion sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-90227) on March 23,
2022. In the petition signed by CEO Bruce Rippe, the Debtor
disclosed up to $1 million in assets and up to $10 million in
liabilities.
Judge Andrea K. Mccord oversees the case.
David Krebs, Esq., at Hester Baker Krens LLC is the Debtor's
counsel.
TWIN LEGACY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Twin Legacy LLC
295 Greenbrook Road
Green Brook, NJ 08812-0881
Business Description: Twin Legacy is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: April 6, 2022
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 22-12819
Debtor's Counsel: Michael E. Holt, Esq.
FORMAN HOLT
365 Passaic Street, Suite 400
Rochelle Park, NJ 07662
Tel: (201) 845-1000
E-mail: mholt@formanlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Danielle Magliaro as managing member.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/RRL3IJQ/Twin_Legacy_LLC__njbke-22-12819__0001.0.pdf?mcid=tGE4TAMA
U.S. STEM CELL: Incurs $3.3 Million Net Loss in 2021
----------------------------------------------------
U.S. Stem Cell, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$3.29 million on $200,749 of total revenue for the year ended Dec.
31, 2021, compared to a net loss of $2.89 million on $277,087 of
total revenue for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $50,999 in total assets,
$12.82 million in total liabilities, and a total stockholders'
deficit of $12.77 million.
New York, NY-based RBSM LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2022, citing that the Company has suffered recurring losses
from operations, generated negative cash flows from operating
activities, will require additional capital to fund its current
operating plan, and has stated that substantial doubt exists about
the Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1388319/000118518522000363/usstem20211231_10k.htm
About U.S. Stemcell
Headquartered in Sunrise, Florida, U.S. Stem Cell, Inc. --
http://www.us-stemcell.com-- is a biotechnology company focused on
the discovery, development and, subject to regulatory approval,
commercialization of autologous cell therapies for the treatment of
disease and injury. The Company is also a regenerative medicine
company specializing in physician/veterinary training and
certification and stem cell products, stem cell banking, and the
creation and management of stem cell clinics. Its lead cardiac
product candidate is MyoCell, an innovative clinical therapy
designed to populate regions of scar tissue within a patient's
heart with autologous muscle cells, or cells from a patient's body,
for the purpose of improving cardiac function in chronic heart
failure patients. Its lead product for in clinic use is Adipocell,
a proprietary kit for the isolation of adipose derived stem cells.
VOLUNTEER ENERGY: Law Firm of Russell Represents Utility Companies
------------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Firm of Russell R. Johnson III, PLC submitted a verified
statement to disclose that it is representing the utility companies
in the Chapter 11 cases of Volunteer Energy Services, Inc.
The names and addresses of the Utilities represented by the Firm
are:
a. Ohio Power Company dba AEP Ohio
Attn: Marilyn McConnell, Esq.
1 Riverside Plaza, 13th Floor
Columbus, Ohio 43215
b. The Cleveland Electric Illuminating Company
Toledo Edison Company
Ohio Edison Company
Attn: Kathy M. Hofacre
FirstEnergy Corp.
76 S. Main St., A-GO-15
Akron, Ohio 44308
c. Vectren Energy Delivery of Ohio, Inc.
d/b/a CenterPoint Energy Ohio
Attn: Douglas H. Darrow, Esq.
Associate General Counsel
CenterPoint Energy, Inc.
111 l Louisiana St.
Houston, Texas 77002
d. DTE Energy Trading Inc.
Attn: Cynthia M. Klots, Esq.
General Counsel
One Energy Plaza
400 WCB
Detroit, Michigan 48226
The nature and the amount of claims of the Utilities, and the times
of acquisition thereof are as follows:
a. The Utilities have or may have unsecured claims against the
above-referenced Debtor arising from prepetition contracts.
b. The Cleveland Electric Illuminating Company, Toledo Edison
Company, Ohio Edison Company, Ohio Power Company d/b/a AEP Ohio and
Vectren Energy Delivery of Ohio, Inc. d/b/a CenterPoint Energy Ohio
maintained prepetition security under their contracts with the
Debtor.
The Law Firm of Russell R. Johnson III, PLC was retained to
represent the foregoing Utilities in March 2022. The circumstances
and terms and conditions of employment of the Firm by the Utilities
is protected by the attorney-client privilege and attorney work
product doctrine.
The Firm can be reached at:
Russell R. Johnson III, Esq.
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
2258 Wheatlands Drive
Manakin-Sabot, VA 23103
Telephone: (804) 749-8861
Facsimile: (804) 749-8862
E-mail: russell@russel1johnsonlawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3JdrwUn
About Volunteer Energy Services
Volunteer Energy Services, Inc., an electric power provider based
in Pickerington, Ohio, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-50804) on March 25,
2022. In the petition signed by David Warner, chief financial
officer, the Debtor disclosed up to $100 million in both assets and
liabilities.
Judge C. Kathryn Preston oversees the case.
David M. Whittaker, Esq., at Isaac Wiles and Burkholder, LLC,
represents the Debtor as counsel.
WILMA & FRIEDA'S: Seeks to Hire Jennifer Liu as Accountant
----------------------------------------------------------
Wilma & Frieda's Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ Jennifer Liu, an
accountant practicing in Beverly Hills, Calif.
The Debtor requires an accountant to prepare its monthly operating
reports, profit and loss statements, and balance sheets; to set up
Quickbooks account system; and to provide data necessary for any
interim statements.
As compensation, the Debtor will pay Ms. Liu $300 per hour for her
accounting services. The Debtor is also responsible for a $40
monthly subscription fee for the online Quickbooks to keep track of
its financial transactions.
The accountant received a retainer in the amount of $5,000.
Ms. Liu disclosed in a court filing that she is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Ms. Liu holds office at:
Jennifer M. Liu, CPA
9454 Wilshire Blvd Suite 628
Beverly Hills, CA 90212
Cell Phone: (310) 801-2479
Email: jmliucpa@gmail.com
About Wilma & Frieda's
Wilma & Frieda's Inc., owner of the Wilma & Frieda's Cafe, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 22-10147) on Feb. 9, 2022, disclosing
up to $50,000 in assets and up to $10 million in liabilities.
Moriah Douglas Flahaut serves as Subchapter V trustee.
Judge Victoria S. Kaufman oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
and Jennifer M. Liu, CPA serve as the Debtor's legal counsel and
accountant, respectively.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re IDL Properties
Bankr. N.D. Cal. Case No. 22-40294
Chapter 11 Petition filed March 29, 2022
See
https://www.pacermonitor.com/view/U6GDALI/IDL_Properties__canbke-22-40294__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Paragon Designer Services, LLC
Bankr. N.D. Ga. Case No. 22-52437
Chapter 11 Petition filed March 29, 2022
See
https://www.pacermonitor.com/view/SOW4EQY/Paragon_Designer_Services_LLC__ganbke-22-52437__0001.0.pdf?mcid=tGE4TAMA
represented by: Will Geer, Esq.
GEER LAW GROUP, LLC
E-mail: wgeer@geerlawgroup.com
In re Christopher James Eason
Bankr. N.D. Ga. Case No. 22-20261
Chapter 11 Petition filed March 29, 2022
represented by: Will Geer, Esq.
In re Bimal Patel and Komal Bimalkymar Patidar
Bankr. S.D. Ind. Case No. 22-01066
Chapter 11 Petition filed March 29, 2022
represented by: Weston Overturf, Esq.
In re Next Realty Inc.
Bankr. D. Mass. Case No. 22-10404
Chapter 11 Petition filed March 29, 2022
See
https://www.pacermonitor.com/view/LJGHTTA/Next_Realty_Inc__mabke-22-10404__0001.0.pdf?mcid=tGE4TAMA
represented by: Jesse Redlener, Esq.
ASCENDANT LAW GROUP, LLC
E-mail: jredlener@ascendantlawgroup.com
In re Dawn M. Paris
Bankr. E.D.N.Y. Case No. 22-70579
Chapter 11 Petition filed March 29, 2022
In re Sandeep Vinayak
Bankr. E.D.N.Y. Case No. 22-40641
Chapter 11 Petition filed March 29, 2022
represented by: Karamvir Dahiya, Esq.
In re Ambassad of Lenox New York, Inc.
Bankr. S.D.N.Y. Case No. 22-10386
Chapter 11 Petition filed March 29, 2022
See
https://www.pacermonitor.com/view/TAC6R5A/Ambassad_of_Lenox_New_York_Inc__nysbke-22-10386__0001.0.pdf?mcid=tGE4TAMA
represented by: Vivian Sobers, Esq.
SOBERS LAW, PLLC
E-mail: vsobers@soberslaw.com
In re 332 A'Bantu Realty Inc.
Bankr. E.D.N.Y. Case No. 22-40664
Chapter 11 Petition filed March 30, 2022
See
https://www.pacermonitor.com/view/YHN75QA/332_ABantu_Realty_Inc__nyebke-22-40664__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Shane Tracy Enterprises, Inc.
Bankr. W.D. Pa. Case No. 22-20601
Chapter 11 Petition filed March 30, 2022
See
https://www.pacermonitor.com/view/OBUW5BQ/Shane_Tracy_Enterprises_Inc__pawbke-22-20601__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Billy Jack Kelley and Sara Christine Kelley
Bankr. D. Ariz. Case No. 22-01937
Chapter 11 Petition filed March 31, 2022
represented by: Harold Campbell, Esq.
In re Olabisi A. Jagun
Bankr. D. Md. Case No. 22-11652
Chapter 11 Petition filed March 31, 2022
represented by: Michael Woll, Esq.
In re CGM & Daughters Corporation
Bankr. D.N.J. Case No. 22-12609
Chapter 11 Petition filed March 31, 2022
See
https://www.pacermonitor.com/view/V5JPFUI/CGM__Daughters_Corporation__njbke-22-12609__0001.0.pdf?mcid=tGE4TAMA
represented by: Adrian Johnson, Esq.
JOHNSON & ASSOCIATES AT LAW, PC
E-mail: ajohnson@johnsonlegalpc.com
In re Rashid Mohammad
Bankr. N.D. Ohio Case No. 22-10887
Chapter 11 Petition filed March 31, 2022
In re Jose L. Marquez Cantizani
Bankr. D.P.R. Case No. 22-00925
Chapter 11 Petition filed March 31, 2022
represented by: Eduardo Mayoral Garcia, Esq.
In re Pinnacle SWD Texas, LLC
Bankr. N.D. Tex. Case No. 22-50038
Chapter 11 Petition filed March 31, 2022
See
https://www.pacermonitor.com/view/6QUXY7Y/Pinnacle_SWD_Texas_LLC__txnbke-22-50038__0001.0.pdf?mcid=tGE4TAMA
represented by: J. Seth Moore, Esq.
CONDON TOBIN SLADEK THORNTON NERENBERG,
PLLC
E-mail: smoore@condontobin.com
In re Deborah Y. Vancil and Richard P. Vancil
Bankr. W.D. Wash. Case No. 22-10521
Chapter 11 Petition filed March 31, 2022
represented by: David Hill, Esq.
In re Mary Elizabeth Carter
Bankr. E.D. Cal. Case No. 22-20805
Chapter 11 Petition filed April 1, 2022
represented by: Gordon Glen Bones, Esq.
In re April Latrice Spencer
Bankr. N.D. Ga. Case No. 22-52524
Chapter 11 Petition filed April 1, 2022
represented by: Howard Rothbloom, Esq.
In re Fabio Calderon
Bankr. E.D.N.Y. Case No. 22-70607
Chapter 11 Petition filed April 1, 2022
represented by: Richard Feinsilver, Esq.
In re Living Fresh Men's Spa, Corp
Bankr. E.D.N.Y. Case No. 22-40694
Chapter 11 Petition filed April 1, 2022
See
https://www.pacermonitor.com/view/FL7VVRY/LIVING_FRESH_MENS_SPA_CORP__nyebke-22-40694__0001.0.pdf?mcid=tGE4TAMA
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM PLLC
E-mail: lmorrison@m-t-law.com
In re All Pro Medical Supplies, Inc.
Bankr. E.D.N.Y. Case No. 22-70642
Chapter 11 Petition filed April 1, 2022
See
https://www.pacermonitor.com/view/3MY7Y4Y/All_Pro_Medical_Supplies_Inc__nyebke-22-70642__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re BLN&J Holdings LLC
Bankr. D.N.J. Case No. 22-12738
Chapter 11 Petition filed April 4, 2022
See
https://www.pacermonitor.com/view/UZ3SKRA/BLNJ_HOLDINGS_LLC__njbke-22-12738__0001.0.pdf?mcid=tGE4TAMA
represented by: Evan Pickus, Esq.
PICKUS & LANDSBERG
E-mail: evan@pickuslaw.com
In re William C. Saracino
Bankr. D.N.J. Case No. 22-12740
Chapter 11 Petition filed April 4, 2022
represented by: Melinda Middlebrooks, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
E-mail:
middlebrooks@middlebrooksshapiro.com
In re Jericho Equity Group, LTD
Bankr. E.D.N.Y. Case No. 22-70639
Chapter 11 Petition filed April 4, 2022
See
https://www.pacermonitor.com/view/2IU4UGY/Jericho_Equity_Group_LTD__nyebke-22-70639__0001.0.pdf?mcid=tGE4TAMA
represented by: Scott R. Schneider, Esq.
LAW OFFICES OF SCOTT R. SCHNEIDER P.C.
E-mail: scottsch@optonline.net
In re M&M NYC Reality LLC
Bankr. E.D.N.Y. Case No. 22-70631
Chapter 11 Petition filed April 4, 2022
See
https://www.pacermonitor.com/view/VQK2PHY/MM_NYC_Reality_LLC__nyebke-22-70631__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Holliday Road Burgers, LLC
Bankr. N.D. Tex. Case No. 22-70053
Chapter 11 Petition filed April 4, 2022
See
https://www.pacermonitor.com/view/XJQJZ5A/Holliday_Road_Burgers_LLC__txnbke-22-70053__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re Missouri City Funeral Directors at Glenn Park, Inc.
Bankr. S.D. Tex. Case No. 22-30884
Chapter 11 Petition filed April 4, 2022
See
https://www.pacermonitor.com/view/MWJHCOY/Missouri_City_Funeral_Directors__txsbke-22-30884__0001.0.pdf?mcid=tGE4TAMA
represented by: James Q. Pope, Esq.
THE POPE LAW FIRM
E-mail: jamesp@thepopelawfirm.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
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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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Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
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*** End of Transmission ***