/raid1/www/Hosts/bankrupt/TCR_Public/221026.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 26, 2022, Vol. 26, No. 298
Headlines
274 ATLANTIC ISLES: Unsecureds Unimpaired in Liquidating Plan
8400 GROUP: Dec. 6 Hearing for Confirmation of Plan
ADJ PROPERTIES: Files Chapter 11 Bankruptcy Case
ADVAXIS INC: Signs Merger Agreement With Ayala Pharmaceuticals
ANDOVER SENIOR: Has Until Oct. 28 to File Plan and Disclosure
AUTO WHOLESALE: Unsecureds Will Get 32.6% of Claims in 5 Years
BADGER FINANCE: S&P Alters Outlook to Negative, Affirms 'B-' ICR
BAOBURG INC: Seeks to Hire Ortiz & Ortiz as Legal Counsel
BITNILE HOLDINGS: To Pay Monthly Cash Dividend on Preferred Shares
BORREGO COMMUNITY: Taps Dentons US as Bankruptcy Counsel
BORREGO COMMUNITY: Taps Hooper Lundy & Bookman as Special Counsel
BURLINGTON STORES: S&P Affirms 'BB+' ICR, Outlook Stable
CALAMP CORP: B. Riley Asset, Wes Cummins Report 8.44% Equity Stake
CARLISLE LOGISTICS: Wins Interim Cash Collateral Access
CASH DEVELOPMENT: Taps Baker Donelson Bearman as Special Counsel
CENTRAL FLORIDA CIVIL: Court OKs Interim Cash Collateral Access
CEREMONY SALON: Unsecureds Will Get 50% of Claims in 60 Months
CHARLES DEWEESE: Evidentiary Hearing Thursday on Cash Access Bid
CHESAPEAKE ENERGY: S&P Upgrades ICR to 'BB', Outlook Stable
CHILD'S TRUCKING: Court OKs Deal on Cash Collateral Access
CINEWORLD: Creditor Balks at $1.27-Bil. Roll-Up of Prepetition Debt
COMMERCEHUB INC: Moody's Affirms B3 CFR, Outlook Stable
CYTODYN INC: Appoints Stephen Simes as Director to Fill Vacancy
DIAMOND SCAFFOLD: Oct. 28 Hearing on Exclusivity Extension Bid
EAST COAST DIESEL: Wins Cash Collateral Access Thru Oct 31
ELEVATED CONSTRUCTION: Court OKs Interim Collateral Access
ELITE PRODUCTS: Unsecureds to Recover 5% via Quarterly Payments
FFAH CARVER: S&P Lowers 2013A Revenue Bonds Rating to 'B+'
GO DADDY: Moody's Rates New First Lien Senior Secured Loans 'Ba1'
GRAY TELEVISION: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
HEALTHIER CHOICES: Acquires Green's Natural Foods Chain
HONX INC: U.S. Bankruptcy Ruling Expected in November 2022
IBEC LANGUAGE: Court Approves Disclosure Statement
IBIO INC: Files Another Provisional Patent With USPTO
INTERNATIONAL REALTY: Court Confirms Plan
K&N PARENT: Moody's Cuts CFR to Caa3 & Alters Outlook to Negative
KINTARA THERAPEUTICS: Pauses REM-001 Program to Conserve Funds
KOSA REAL ESTATE: Files Amendment to Disclosure Statement
KOSSOFF PLLC: Trustee Want to Recover $1.6-Mil. Rent at Le Triomphe
LATOUR & SONS: Files for Chapter 11; US Trustee Seeks Dismissal
LYNCH FAMILY: Files for Chapter 11 to Stop Foreclosoure
METRO SERVICE: Wins Cash Collateral Access Thru Nov 23
NATIONAL CINEMEDIA: Misses Interest Payment to Bondholders
NEXTPLAY TECHNOLOGIES: Unit Gets Commitment for $15M Investment
NIELSEN HOLDINGS: Moody's Withdraws 'Ba3' Corporate Family Rating
NORDIC AVIATION: Professionals Fee Application Gets Approval
PACIFIC GREEN: Alex Shead Appointed as Independent Director
PLUS THERAPEUTICS: Incurs $5.2 Million Net Loss in Third Quarter
R & E PETROLEUM: Wins Interim Cash Collateral Access
RENNOVA HEALTH: Provides Q3 2022 Performance Update
SINTX TECHNOLOGIES: Nets $4.6 Million From Rights Offering
SIZMEK INC: Nitel's Conversion and Unjust Enrichment Suit Dismissed
SUNGARD AS: Court OKs Wind-Down Plan, Eagle Sale
THREE ARROWS: Liquidators Say Founders Ducking Subpoenas
THRIFTY PROPANE: Seeks Chapter 7 Bankruptcy Liquidation
TREES CORP: Inks Deal to Acquire Station 2 for $641,454
TRIDENT BRANDS: Delays Form 10-Q Filing for Review
TRUSENTIAL LLC: Wins Interim Cash Collateral Access Thru Nov 30
TYCOON PRODUCTIONS: Wins Interim Cash Collateral Access
ULTRA SEAL: Court OKs Interim Cash Collateral Access Thru Dec 6
VBI VACCINES: Amends Ferring License Agreement
VINTAGE FOOD: Vintage House Seeks Ch. 11 Bankruptcy Protection
VISTAGEN THERAPEUTICS: Announces Partial Results of Annual Meeting
VOYAGER DIGITAL: Amends Account Holder & Unsecured Claims Details
VOYAGER DIGITAL: Committee Backs Plan, Settlement With Execs
VYCOR MEDICAL: Fountainhead Hikes Equity Stake to 62.53%
WHITE RABBIT: Hires Acuity Forensics as Forensic Accountant
WORLEY CHIROPRACTIC: Taps Re/Max Action as Real Estate Broker
XCHANGE TELECOM: NOVA to Hold Public Auction on Nov. 4
YAK ACCESS: Starts Negotiations With Lenders Amid Cash Crunch
YOURWAY HOSPITALITY: Springhill Suites Owner Files for Chapter 11
*********
274 ATLANTIC ISLES: Unsecureds Unimpaired in Liquidating Plan
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274 Atlantic Isles, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Florida a Disclosure Statement for Plan of
Liquidation dated October 20, 2022.
The Debtor is a Delaware limited liability company. As of the
Petition Date, the Debtor's principal and single asset is the
property located at 274 Atlantic Isle, Sunny Isles, Florida (the
"Property").
Isaac Halwani and Giselle Halwani (the "Halwanis") are the managing
members of the Debtor. The Debtor and Eric R. Schwartz, as Trustee
UTA dated March 4, 2019 ("Schwartz") were parties to that certain
Mortgage and Security Agreement on March 7, 2019 (the "Mortgage"),
which was recorded on March 12, 2019.
On March 7, 2021, Schwartz served a Deed in Lieu of Foreclosure and
on April 5, 2021, the Deed in Lieu of Foreclosure was recorded
deed. On May 25, 2021, Schwartz filed suit against 274 and the
Halwanis after holding a Deed in Lieu of Foreclosure in escrow to
secure the payment of money due under the loan. The Property has
substantial equity above any alleged mortgages against the
Property. The Debtor filed Chapter 11 to protect that equity.
The Plan provides for the liquidation of the Debtor, the emergence
of the Debtor from the Bankruptcy Case as the Liquidating Debtor
and the treatment of Allowed Claims against the Debtor as provided
in the Plan.
The Plan provides for an orderly and prompt distribution to Holders
of Allowed Claims and Allowed Interests against the Debtor. The
Debtor believes that its efforts to maximize the return for
Creditors and Holders of Interests have been full and complete. The
Debtor further believes that the Plan is in the best interests of
all Creditors and Holders of Interests. In the event of a
liquidation of the Debtor's assets under Chapter 7 of the
Bankruptcy Code, the Debtor believes there would be no distribution
to Unsecured Creditors and, in addition, Unsecured Creditors and
the Holders of Interests would not receive the value attributable
to the Liquidating Debtor.
Class 1 consists of the Allowed Claims of Brian Gaines, as Trustee.
The Allowed Claims of Brian M. Gaines consist of Proof of Claim 1
and Proof of Claim 2, and shall be unimpaired by the Plan. The
treatment of the Allowed Claims of Brian Gaines, as Trustee is
contingent on the outcome of the Brian Gaines Adversary Proceeding.
If the Debtor recovers the Property in the Brian Gaines Adversary
Proceeding, the Property shall be sold pursuant to this Plan, and
all Allowed Claims of Brian Gaines, as Trustee shall be paid in
full at the closing of the sale of the Property. If the Property is
not recovered in the Brian Gaines Adversary Proceeding, then the
Allowed Claims of Brian Gaines shall be deemed paid in full by the
retention of the Property by Brain Gaines, as Trustee. The Debtor
reserves any and all rights to object to the amount of the Allowed
Claims of Brian M. Gaines.
Class 2 consists of Allowed Unsecured Claims. The Allowed Claims of
Unsecured Claim holders shall be unimpaired by the Plan. The
treatment of the Allowed Unsecured Claims are contingent on the
outcome of the Brian Gaines Adversary Proceeding. If the Debtor
recovers the Property in the Brian Gaines Adversary Proceeding, the
Property shall be sold pursuant to this Plan, and all Allowed
Unsecured Claims shall be paid in full, including interest, at the
closing of the sale of the Property. If the Property is not
recovered in the Brian Gaines Adversary Proceeding, then Allowed
Unsecured Claims shall be paid in full, including Interest, from an
infusion of capital to be obtained by the Equity Holders to
facilitate the Plan. The Debtor reserves any and all rights to
object to the amount of the Allowed Unsecured Claims.
Class 3 consists of Allowed Equity Claims. The membership interests
of the Debtor shall revest in the Equity Holders. If the Debtor
recovers the Property in the Brian Gaines Adversary Proceeding, the
Property shall be sold pursuant to this Plan. After the payment of
all Claims, including post confirmation administrative claims, the
remaining sale proceeds shall be distributed to the Halwani
Bankruptcy.
On the Effective Date, except as otherwise expressly provided in
the Plan, all Assets of the Debtor (including the Litigation Claims
and the Brain Gaines Adversary Proceeding) shall vest in the
Liquidating Debtor free and clear of any and all Liens,
obligations, Claims, Cure Claims, liabilities, and all other
interests of every kind and nature, and the Confirmation Order
shall so provide. As of the Effective Date, the Liquidating Debtor
may use, acquire, and dispose of its Assets, free of any
restrictions of the Bankruptcy Code or the Bankruptcy Rules, other
than those restrictions expressly imposed by the Plan and the
Confirmation Order. All privileges with respect to the Assets of
the Debtor's Estate, including the attorney/client privilege, to
which the Debtor is entitled shall automatically vest in, and may
be asserted by or waived on behalf of, the Liquidating Debtor.
The Distributions required under the Plan shall be funded by the
Liquidating Debtor's liquidation of Litigation Claims, including
the Brain Gaines Adversary Proceeding. In addition, the Liquidating
Debtor shall be authorized to commence or continue litigation
originally commenced or asserted on behalf of the Debtor or the
Estate to recover, inter alia, the Litigation Claims, including the
Brain Gaines Adversary Proceeding. If the Debtor recovers the
Property in the Brian Gaines Adversary Proceeding, the Property
shall be sold pursuant to this Plan. After the payment of all
Claims, including post confirmation administrative claims, the
remaining sale proceeds shall be distributed to the Halwani
Bankruptcy.
The Plan will be funded with the Liquidating Debtor's liquidation
of the Litigation Claims, including the Brain Gaines Adversary
Proceeding following the Effective Date, if the Debtor prevails in
the Brain Gaines Adversary Proceeding. If the Debtor does not
prevail, then there will be an infusion of capital by the Equity
Holders sufficient to pay Allowed Unsecured Claims.
A full-text copy of the Disclosure Statement dated October 20,
2022, is available at https://bit.ly/3FeHzCR from PacerMonitor.com
at no charge.
Attorneys for 274 Atlantic LLC:
Glenn D. Moses, Esq.
Eric D. Jacobs, Esq.
Genovese Joblove & Battista, P.A.
100 SE 2nd Street, Suite 4400
Miami, FL 33131
Tel: (305) 349-2300
Email: gmoses@gjb-law.com
About 274 Atlantic Isles
274 Atlantic Isles, LLC, a company in Sunny Isles, Fla., filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-14810) on June
22, 2022, listing as much as $10 million in both assets and
liabilities. Isaac Halwani, manager, signed the petition.
Judge Laurel M. Isicoff oversees the case.
Glenn D. Moses, Esq., at Genovese Joblove & Battista, P.A., is the
Debtor's legal counsel.
8400 GROUP: Dec. 6 Hearing for Confirmation of Plan
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Judge Christine M. Gravelle has entered an order conditionally
approving the Disclosure Statement dated Oct. 13, 2022, of 8400
Group LLC.
A hearing will be held on Dec. 6, 2022, at 2:00 pm (a date within
45 days of the filing of the Plan) for final approval of the
Disclosure Statement (if a written objection has been timely filed)
and for confirmation of the Plan before the Honorable Christine M.
Gravelle, United States Bankruptcy Court, District of New Jersey,
402 East State Street, Trenton, New Jersey, in Courtroom #3.
Nov. 29, 2022, is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan.
Nov. 29, 2022, is fixed as the last day for filing written
acceptances or rejections of the Plan under D.N.J. LBR 3018-1(a).
About 8400 Group, LLC
8400 Group, LLC owns a one-story commercial building located at 41
James Way, Eatontown, NJ 07724 consisting of 10,770 +/- square feet
of office space -- eight bullpen offices, eight private offices,
two conference rooms, two executive offices--and a 2,500 +/- square
foot warehouse. The Debtor currently has three paying members who
utilize space with the Property pursuant to month-to-month
licensing arrangements. A related entity, Milife Health, LLC,
occupies the warehouse and a portion of the office space.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 22-17174) on Sep. 11, 2022.
In the petition signed by Mervin A. Dayan, managing member, the
Debtor disclosed up to $10 million in assets and liabilities.
Judge Christine M. Gravelle oversees the case.
Richard D. Trenk, Esq., at Trenk Isabel Siddiqi & Shahdanian P.C.,
is the Debtor's counsel.
ADJ PROPERTIES: Files Chapter 11 Bankruptcy Case
------------------------------------------------
ADJ Properties LLC filed for chapter 11 protection in the Eastern
District of Michigan.
In its original petition, the Debtor indicated that it is electing
to proceed under Subchapter V of chapter 11 of the Bankruptcy Code.
The Debtor later amended the petition to remove that election.
The Debtor is a Single Asset Real Estate with its principal asset
located at 31816 Utica Road, Fraser, MI 48026.
The Debtor's affiliates earlier filed for Chapter 11 protection on
Oct. 16, 2022 -- ALJ Properties, LLC (Case No. 22-48075), and
Vintage Food Service, Inc. (Case No. 22-48073).
According to court filings, ADJ Properties LLC estimates $1 million
to $10 million in debt to 1 to 49 creditors. The petition states
that funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Nov. 16, 2022, at 2:00 PM at By Telephone - See Notice for Details.
Proofs of claim are due by Feb. 14, 2023.
About ADJ Properties LLC
ADJ Properties LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Sec. 101(51B)).
ADJ Properties LLC filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
22-48074) on Oct. 17, 2022. In the petition filed by Anthony
Jekielek, as member, the Debtor reported assets and liabilities
between $1 million and $10 million each.
The Debtor is represented by Lynn M. Brimer of Strobl Sharp PLLC.
ADVAXIS INC: Signs Merger Agreement With Ayala Pharmaceuticals
--------------------------------------------------------------
Advaxis, Inc. and Ayala Pharmaceuticals, Inc. said they have
entered into a definitive merger agreement that would result in a
combined company that will focus predominantly on the development
and commercialization of Ayala's lead program AL102 for the
treatment of desmoid tumors and Advaxis's candidate ADXS-504 in
development for prostate cancer.
Kenneth A. Berlin, president and chief executive officer of
Advaxis, said, "Advaxis took a thorough approach in our quest to
find the right partner with the right products. This merger is
expected to enhance Advaxis's portfolio of clinical assets, with
Ayala's proprietary gamma secretase inhibitors that are being
developed as targeted therapies for rare and aggressive tumors.
Ayala's lead candidate, AL102, is currently being investigated in
the Phase 2/3 RINGSIDE study in desmoid tumors, which we believe
will accelerate the stage of product development for the combined
company dramatically. We are particularly excited about very
promising interim data from RINGSIDE, which showed that AL102
monotherapy had meaningful anti-tumor activity with tumor shrinkage
in the majority of patients that appeared to be deepening over
time. The combined management team has extensive commercial and
R&D experience, and we believe we have the cash to advance the
combined portfolio through key milestones in 2023, including
longer-term data from Part A of RINGSIDE, clarity on the
registration path for AL101 in recurrent/metastatic adenoid cystic
carcinoma (ACC) and initial clinical and PSA data from the Phase 1
trial of ADXS-504 in prostate cancer. We believe that this
transaction will also help drive our efforts to return to a Nasdaq
listing and enhance our ability to access capital."
Roni Mamluk, Ph.D., president and chief executive officer of Ayala
commented, "We are pleased to announce the proposed merger with
Advaxis, which is expected to provide our pipeline and AL102 with
additional financial resources as well as additional infrastructure
in the U.S. The two companies have a shared mission to develop
innovative therapies to improve the lives of patients with cancer
and I believe we have found a good partner to advance our pipeline
and create value for our stakeholders."
Additional Transaction Details
Subject to the terms and conditions of the merger agreement, at the
closing of the merger, each outstanding share of Ayala common stock
will be converted into the right to receive shares of common stock
of Advaxis based on the exchange ratio set forth in the merger
agreement. Upon completion of the merger, Ayala stockholders will
own approximately 62.5% of the combined company's outstanding
common stock and Advaxis stockholders will own approximately 37.5%,
subject to the terms of the merger agreement. Advaxis will, at the
effective time of the merger, assume the outstanding restricted
stock units and stock options of Ayala, subject to the terms of the
merger agreement. No fractional shares will be issued in
connection with the merger and Advaxis will pay cash in lieu of any
such fractional shares. The merger is intended to qualify for U.S.
federal income tax purposes as a tax-free reorganization under the
provisions of Section 368(a) of the Internal Revenue Code of 1986,
as amended.
Consummation of the merger is subject to certain closing
conditions, including, among other things, approval by the
stockholders of Ayala. At the closing of the merger, Ayala will be
delisted from The Nasdaq Global Market. The combined company's
common stock is expected to begin trading on the OTCQX at the
effective time of the merger, subject to Advaxis' planned efforts
to have the stock of the combined company listed on Nasdaq, as to
which no assurances can be made.
Management and Board of Directors
At the effective time of the merger, the executive officers of the
combined company will include Mr. Kenneth A. Berlin, president,
chief executive officer and Director; Andres Gutierrez, M.D.,
Ph.D., current chief medical officer of Advaxis; and Igor Gitelman,
interim chief financial officer of Advaxis. Roni Mamluk, Ph.D.,
founder and chief executive officer of Ayala, and Yossi Maimon,
chief financial officer of Ayala will resign their positions and
will help with the transition. Gary Gordon, M.D., chief medical
officer of Ayala, will also resign his position but is expected to
continue in an advisory role for a period of time. The board of
directors of the combined company is expected to consist of seven
members: two designated by Advaxis, four designated by Ayala, and
Mr. Berlin.
About Advaxis Inc.
Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage
biotechnology company focused on the development and
commercialization of proprietary Lm-based antigen delivery
products. These immunotherapies are based on a platform
technology
that utilizes live attenuated Listeria monocytogenes (Lm)
bioengineered to secrete antigen/adjuvant fusion proteins. These
Lm-based strains are believed to be a significant advancement in
immunotherapy as they integrate multiple functions into a single
immunotherapy and are designed to access and direct antigen
presenting cells to stimulate anti-tumor T cell immunity, activate
the immune system with the equivalent of multiple adjuvants, and
simultaneously reduce tumor protection in the tumor
microenvironment to enable T cells to eliminate tumors.
Advaxis reported a net loss of $17.86 million for the year ended
Oct. 31, 2021, a net loss of $26.47 million for the year ended Oct.
31, 2020, a net loss of $16.61 million for the year ended Oct. 31,
2019, and a net loss of $66.51 million for the year ended Oct. 31,
2018. As of July 31, 2022, the Company had $30.10 million in total
assets, $1.91 million in total liabilities, and $28.19 million in
total stockholders' equity.
ANDOVER SENIOR: Has Until Oct. 28 to File Plan and Disclosure
-------------------------------------------------------------
Judge Mitchell L. Herren entered an order that Andover Senior Care,
LLC will have until Oct. 28, 2022 to file its First Amended Plan
and Disclosure Statement.
About Andover Senior Care
Andover Senior Care, LLC, owns and operates an assisted living
facility in Andover, Kansas.
Andover Senior Care filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case No.
22-10139) on March 11, 2022, listing $5,351,220 in assets and
$16,334,476 in liabilities. Dennis L. Bush, managing member,
signed the petition.
Judge Mitchell L. Herren oversees the case.
Mark Lazzo, Esq., at Mark J. Lazzo, P.A. and Colangelo & Taber,
P.A. serve as the Debtor's legal counsel and accountant,
respectively.
AUTO WHOLESALE: Unsecureds Will Get 32.6% of Claims in 5 Years
--------------------------------------------------------------
Auto Wholesale of Boca, LLC filed with the U.S. Bankruptcy Court
for the Southern District of Florida a Plan of Reorganization under
Subchapter V dated October 20, 2022.
The Debtor is a Florida limited liability company that was
incorporated on or about September 20, 2022. The Debtor is an
automobile dealer, licensed under Florida law to sell wholesale and
retail as well as to finance the same.
Creditors have filed claims in this bankruptcy proceeding totaling
$76,163,175.46, comprised of $33,301,131.11 in alleged secured
claims and the balance as unsecured. Several of the claims relate
solely to alleged interests in the same inventory by Franklin, FVP,
Hi Bar, and even Woodside; and, therefore, depending on the
resolution of the FVP Adv. Proc., the sum of these claims will
ultimately be significantly, if not completely, reduced.
After deducting claims that the Debtor believes are objectionable,
and after reclassifying certain claims as to their appropriate
status, the Debtor estimates that the total amount of allowed
general unsecured claims, exclusive of insider claims, will fall
between $1,000,000.00 and $1,100,000.00. By this Plan, the Debtor
will be restructuring these obligations, such that the Debtor can
remain viable as a going concern.
Creditors will receive payment from the Debtor from the cash flow
of the Debtor's operations for a period of 5 years.
Class 9 consists of General Unsecured Claims, including any
undersecured claims. The Class 9 Creditors shall share pro rata in
a total distribution over the period of 5 years with annual
distributions at the end of every fiscal year, for a total
distribution of $334,396.25, or roughly 32.6% of the allowed
general unsecured claims, after resolution of the claim objections
and the FVP Adversary Proceeding. The Allowed Unsecured Claims
total $1,100,000.00
Class 10 comprised of those claimants whose claims would be
considered subordinated as they are insiders or affiliates of the
Debtor or its principals. As these claims will likely receive no
distribution, they're impaired. The Creditors in Class 10 are in
agreement with waiver of their claims subject to the Release
Provisions being approved. The Allowed Subordinated Unsecured
Claims total $4,700,838.87.
If and to the extent that, after payment of the Class 1-9 allowed
claims are made, in full, and after payment of the Administrative
Subchapter V Trustee, then the creditors in Class 10 would share
pro rata in any such distribution if and to the extent the Releases
is not approved.
Class 11 consists of Equity Security Holders of the Debtor. All
Equity Security Holders of the Debtor will retain their interest in
the Debtor as such interest existed prior to the Petition Date,
with German Duarte retaining 49% stock interest and Stella Amador
retaining a 51% stock interest.
The means necessary for the implementation of this Plan include the
Debtor's cash flow from operations for a period of 5 years.
A full-text copy of the Plan of Reorganization dated October 20,
2022, is available at https://bit.ly/3D8BPYP from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
James B. Miller, Esq.
James B. Miller, P.A.
19 West Flagler St. #416
Miami, FL 33130
Tel: 305-374-0200
Email: bkcmiami@gmail.com
About Auto Wholesale of Boca
Auto Wholesale of Boca, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-15627) on July 22, 2022, listing $3,350,652 in assets and
$5,733,534 in liabilities. Linda Marie Leali serves as Subchapter V
trustee.
Judge Erik P. Kimball presides over the case.
James B. Miller, Esq., at James B. Miller, P.A., represents the
Debtor.
BADGER FINANCE: S&P Alters Outlook to Negative, Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'B-' issuer credit rating on U.S.-based Badger Finance
LLC. S&P also affirmed its 'B-' issue-level rating on the company's
senior secured term loan B. The recovery rating remains '3'.
The negative outlook reflects that S&P could lower its ratings over
the next 12 months if profitability and cash flow deteriorate
further, resulting in pressured liquidity or an unsustainable
capital structure.
High input cost inflation and lower volumes weakened year-to-date
performance. Through the first half, revenues increased more than
15% versus the same prior-year period largely due to price and
volume increases in the Horseshoe division (which primarily
contracts to manufacture ready-to-drink beverages). This was
partially offset by lower volumes in the Trilliant division (which
largely manufactures private-label, single-serve coffee pods and
bagged coffee). Planned volume increases at certain customers in
both segments have not materialized. Despite higher demand for
ready-to-drink products, Badger's EBITDA margin declined to about
13% for the 12 months ended June 30 compared to nearly 17% for the
same period in 2021. This was due to high costs in packaging,
coffee, freight, and labor. The company has proactively raised
prices and, due to timing lags, has not yet fully realized
announced increases.
Badger's smaller scale makes it susceptible to volume volatility,
resulting in significant EBITDA margin swings. Trilliant accounts
for most of the business but has recently lost volumes and
primarily service regional retailers, highlighting the
vulnerability of the margin profile to production volume
volatility. S&P believes for the company to maintain a more
consistent margin profile, it must stem the Trilliant revenue
decline and continue to expand Horseshoe through new higher-margin
wins. Recently, it announced that is finalizing an agreement with a
global food and beverage retailer for a significant portion of the
facility's capacity, which should drive greater profitability next
year if signed as planned. The company also announced planned stock
keeping unit (SKU) rationalization projects at Trilliant that
should also improve profitability.
Supply chain constraints and inflation raised working capital
investments. Due to higher freight costs, material shortages, and
limited labor availability, Badger invested in greater inventory
since the second half of 2021 to meet demand in the event of late
deliveries, passing on some freight costs to customers and
strengthening its supplier base. It also began dual sourcing on
bottles and cans and expanded its distribution center, which should
increase its capacity ahead of its high seasonal selling season
that begins in October. However, higher working capital uses
resulted in negative cash flow from operations through the first
half of 2022. Cash flows should improve by the second half as the
company works down its inventory. However, if Badger does not
improve working capital by year-end, cash flow from operations
before capital expenditure (capex) or dividends could remain
negative.
The company's dividend payment structure and preferred stock limit
significant deleveraging; a refinancing or recapitalization in 2023
is likely as its term loans come current next June. The Blackstone
Group owns about 60% of the company's equity and receives annual
tax distributions of at least $12 million. This in combination with
Badger's limited cash flow and high preferred stock balance limit
its ability to deleverage. Additionally, as a result of EBITDA
contraction and increased borrowings on its asset-based lending
(ABL) revolver, leverage for the 12 months ended June 30 increased
to 21.7x (9.8x excluding preferred stock) from 16.6x (7.7x
excluding preferred stock) for the same period in 2021. The
company's preferred stock held by its sponsor has an 8%
payment-in-kind rate. Its term loan facility matures in September
2024 and ABL facility has a springing maturity of June 2024 if the
term loans are not refinanced, making a refinancing and
recapitalization a great likelihood.
Badger's recent ABL upsizing helped improve liquidity, but it could
weaken if performance does not improve. In May, Badger increased
the ABL facility commitment to $55 million from $30 million and
extended the maturity to Sept. 28, 2027. If the term loan
maturities have not been refinanced or repaid before they are due
with effective maturities beyond at least Dec. 28, 2027, the ABL
maturity springs forward to June 28, 2024. As of June 30, Badger
had about $30 million drawn on its revolver, about $8 million
available, and $800,000 cash, for a total of approximately $8.8
million in liquidity. The company's EBITDA cash interest coverage
is over 2x, and it should have sufficient liquidity to meet its
debt service and near-term operating needs. However, if it cannot
unwind its working capital and improve profitability, liquidity
could weaken.
Consumer trade-down to private-label products should support
improved volumes at Trilliant. The division benefitted from the
COVID-19 pandemic, but then faced negative comparisons and
consumers trading up. As the macroeconomic environment weakens, S&P
expects demand for private-label coffee to increase. However,
Badger competes in a highly competitive category with larger
players and many substitute options.
The negative outlook reflects that S&P could lower the ratings
within the next 12 months if Badger's profitability deteriorates
further, resulting in additional revolver borrowings and weakening
liquidity, or if it views the capital structure as unsustainable.
S&P could lower its ratings on Badger within the next 12 months
if:
-- Working capital does not improve and ABL revolver borrowings
decrease;
-- The company does not realize its new contract revenues and
profitability deteriorates due to lower demand and continued
inflationary pressures;
-- Interest coverage drops below 1.5x; or
-- The company does not refinance its upcoming maturities before
they come current, pressuring liquidity and increasing the risk of
default.
S&P could revise the outlook to stable if the company:
-- Refinances its upcoming maturities before they become current
or recapitalizes;
-- Improves profitability with price increases and demand
improves; and
-- Improves free cash flow generation.
ESG credit indicators: E-2, S-2, G-3
Even though founder Mr. Upchurch retains about 40% of the company's
equity and most of the decision-making rights, governance factors
are a moderately negative consideration in our credit rating
analysis of Badger, as it is for most rated entities majority owned
by private equity sponsors. S&P believes the company's highly
leveraged financial risk profile reflects corporate decision-making
that prioritizes the interests of the financial sponsor. This also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns.
BAOBURG INC: Seeks to Hire Ortiz & Ortiz as Legal Counsel
---------------------------------------------------------
Baoburg, Inc. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to employ Ortiz & Ortiz, LLP to serve
as legal counsel in its Chapter 11 case.
The firm's services include:
(a) performing all necessary services related to the Debtor's
reorganization and the bankruptcy estate;
(b) protecting and preserving the estate assets during the
pendency of the Chapter 11 case;
(c) preparing all documents and pleadings necessary to ensure
the proper administration of the case; and
(d) all other bankruptcy-related necessary legal services.
Ortiz will be paid at these rates:
Partners $400 per hour
Contract Attorneys $375 per hour
Of Counsel $375 per hour
Paralegals $175 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $10,000 from the Debtor.
Norma Ortiz, Esq., a partner at Ortiz & Ortiz, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Norma E. Ortiz, Esq.
Ortiz & Ortiz, LLP
35-10 Broadway, Ste. 202
Astoria, NY 11106
Telephone: (718) 522-1117
Facsimile: (718) 596-1302
Email: email@ortizandortiz.com
About Baoburg Inc.
Baoburg Inc. operates a restaurant that offers Southeast Asian
comfort food. The restaurant is located in Kings County in the
neighborhood commonly referred to as Greenpoint.
Baoburg filed a voluntary petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-41860) on Aug. 1, 2022, with up to $50,000 in assets and up to
$1 million in liabilities. Jolene Wee has been appointed as
Subchapter V trustee.
Judge Elizabeth S. Stong oversees the case.
Norma E. Ortiz, Esq., at Ortiz & Ortiz, LLP is the Debtor's
counsel.
BITNILE HOLDINGS: To Pay Monthly Cash Dividend on Preferred Shares
------------------------------------------------------------------
BitNile Holdings, Inc. said its Board of Directors has declared a
monthly cash dividend of $0.2708333 per share of the Company's
outstanding 13.00% Series D Cumulative Redeemable Perpetual
Preferred Stock. The record date for this dividend is Oct. 31,
2022, and the payment date is Nov. 10, 2022.
Link to NYSE quote for the Company's 13.00% Series D Cumulative
Redeemable Perpetual Preferred Stock:
https://www.nyse.com/quote/XASE:NILEpD
About BitNile Holdings
BitNile Holdings, Inc. (formerly known as Ault Global Holdings,
Inc.) -- www.BitNile.com -- is a diversified holding company
pursuing growth by acquiring undervalued businesses and disruptive
technologies with a global impact. Through its wholly and
majority-owned subsidiaries and strategic investments, the Company
owns and operates a data center at which it mines Bitcoin and
provides mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial, automotive,
telecommunications, medical/biopharma, and textiles. In addition,
the Company extends credit to select entrepreneurial businesses
through a licensed lending subsidiary. BitNile's headquarters are
located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas,
NV.
BitNile reported a net loss of $23.97 million for the year ended
Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec.
31, 2020, a net loss of $32.94 million for the year ended Dec. 31,
2019, and a net loss of $32.98 million for the year ended Dec. 31,
2018. As of June 30, 2022, the Company had $596.27 million in
total assets, $133.98 million in total liabilities, $116.89 million
in redeemable noncontrolling interests in equity of subsidiaries,
and $345.40 million in total stockholders' equity.
BORREGO COMMUNITY: Taps Dentons US as Bankruptcy Counsel
--------------------------------------------------------
Borrego Community Health Foundation seeks approval from the U.S.
Bankruptcy Court for the Southern District of California to employ
Dentons US, LLP as its bankruptcy counsel.
The firm's services include:
a. advising the Debtor with respect to the requirements of the
Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Court, and
the Office of the United States Trustee;
b. advising, consulting with, and assisting the Debtor with
regard to any plan of reorganization or liquidation, any asset sale
or any other means of satisfying creditors' claims;
c. evaluating, objecting to, or otherwise resolving claims
against the Debtor's estate;
d. advising the Debtor whether to assume or reject its executory
contracts and unexpired leases;
e. prosecuting or defending suits and adversary proceedings
arising out of or relating to the Debtor's Chapter 11 case, and
relating to assets of the estate;
f. advising the Debtor with respect to rights and remedies of
the bankruptcy estate and the rights, claims and interests of
creditors;
g. representing the Debtor in hearings and contested matters
before the court;
h. assisting in the preparation of legal papers; and
i. representing the Debtor in other matters if necessary.
Dentons will be paid at these rates:
Partners $535 to $1,385 per hour
Of Counsel $725 to $1,260 per hour
Associates $420 to $730 per hour
Paralegals $360 to $380 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
The Debtor paid the firm a total of $616,196.85 in fees and costs
for various pre-bankruptcy legal services, and a $550,000 retainer
for post-petition services.
Samuel Maizel, Esq., a partner at Dentons, 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:
Samuel R. Maizel, Esq.
Dentons US LLP
601 South Figueroa Street, Suite 2500
Los Angeles, California 90017-5704
Tel: (213) 623-9300
Fax: (213) 623-9924
Email: samuel.maizel@dentons.com
About Borrego Community Health Foundation
Borrego Community Health Foundation offers, among other services,
comprehensive primary care, pediatric care, urgent care, behavioral
health services, dental services, specialty care, transgender
health, women's health, prenatal care, veteran's health, and
chiropractic services. Borrego Community is a non-profit public
charity, tax-exempt under section 501(c)(3) of the Internal Revenue
Code. The Foundation, as of Sept. 12, 2022, had 24 brick-and-mortar
sites including administrative sites, two pharmacies and six mobile
units covering a service area consisting of a 250-mile corridor on
the eastern side of San Diego and Riverside Counties, Calif.
Borrego Community Health Foundation sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No.
22-02384) on Sept. 12, 2022, with between $50 million and $100
million in assets and liabilities. Isaac Lee, chief restructuring
officer, signed the petition.
Judge Laura S. Taylor oversees the case.
The Debtor tapped Tania M. Moyron, Esq., at Dentons US, LLP as
bankruptcy counsel and Hooper Lundy & Bookman, P.C. as special
counsel. Kurtzman Carson Consultants, LLC is the Debtor's claims
and noticing agent.
Jacob Nathan Rubin, the patient care ombudsman appointed in the
Debtor's case, tapped Levene Neale Bender Yoo & Golubchik, LLP as
bankruptcy counsel and Dr. Tim Stacy DNP, ACNP-BC as consultant.
BORREGO COMMUNITY: Taps Hooper Lundy & Bookman as Special Counsel
-----------------------------------------------------------------
Borrego Community Health Foundation seeks approval from the U.S.
Bankruptcy Court for the Southern District of California to employ
Hooper Lundy & Bookman, P.C. as its healthcare regulatory counsel.
The Debtor needs the firm's legal advice on healthcare regulatory
and other related matters, including its dispute and settlement
agreement with the California Department of Health Care Services.
The firm will be paid at these rates:
Partners $700 to $1,135 per hour
Associates $380 to $865 per hour
Paralegals $350 to $475 per hour
The Debtor paid the firm a total of $1,925,637.10 in fees and costs
for various pre-bankruptcy healthcare regulatory legal services,
including tasks associated with pending and threatened litigation.
In addition, the firm is holding a retainer of $255,078.39 for
post-petition services.
Jordan Kearney, Esq., a partner at Hooper Lundy & Bookman,
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:
Jordan Kearney, Esq.
Hooper, Lundy & Bookman, PC
101 Montgomery Street, 11th Floor
San Francisco, CA 94104
Tel: (415) 875-8497
Email: jkearney@health-law.com
About Borrego Community Health Foundation
Borrego Community Health Foundation offers, among other services,
comprehensive primary care, pediatric care, urgent care, behavioral
health services, dental services, specialty care, transgender
health, women's health, prenatal care, veteran's health, and
chiropractic services. Borrego Community is a non-profit public
charity, tax-exempt under section 501(c)(3) of the Internal Revenue
Code. The Foundation, as of Sept. 12, 2022, had 24 brick-and-mortar
sites including administrative sites, two pharmacies and six mobile
units covering a service area consisting of a 250-mile corridor on
the eastern side of San Diego and Riverside Counties, Calif.
Borrego Community Health Foundation sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No.
22-02384) on Sept. 12, 2022, with between $50 million and $100
million in assets and liabilities. Isaac Lee, chief restructuring
officer, signed the petition.
Judge Laura S. Taylor oversees the case.
The Debtor tapped Tania M. Moyron, Esq., at Dentons US, LLP as
bankruptcy counsel and Hooper Lundy & Bookman, P.C. as special
counsel. Kurtzman Carson Consultants, LLC is the Debtor's claims
and noticing agent.
Jacob Nathan Rubin, the patient care ombudsman appointed in the
Debtor's case, tapped Levene Neale Bender Yoo & Golubchik, LLP as
bankruptcy counsel and Dr. Tim Stacy DNP, ACNP-BC as consultant.
BURLINGTON STORES: S&P Affirms 'BB+' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on New
Jersey-based off-price retailer Burlington Stores Inc. because S&P
believes its elevated leverage and contracting profitability
reflect temporary performance challenges that should abate over the
next 12 months.
S&P said, "At the same time, we affirmed our existing 'BBB-'
ratings on its recently upsized $900 million ABL facility, and its
term loan facility ($946.3 million outstanding as of July 30,
2022).
S&P said, "The stable outlook reflects our view that Burlington's
business model can withstand the temporary setback and that its
performance will likely recover in 2023, leading to deleveraging to
about 3x.
"We expect much of the challenges that Burlington faces will ease
over the next 12 months. The stable outlook reflects our view that
Burlington's operating challenges will moderate, and our
expectation that management could reduce debt if weak performance
persists. The company has faced a challenging macroeconomic
environment during the first half of 2022, with unfavorable
consumer purchasing trends and increasing competitive pressures
from traditional retailers. We believe these headwinds are
transitory and will improve in 2023, which should allow sales and
profitability to recover.
"We believe Burlington's weak sales performance in the first half
of 2022 will persist through the second half of the year and ease
in 2023. The company reported comparable store sales declines of
18% in first quarter and 17% in the second quarter of 2022. We
attribute the contracting top line to two primary factors. First,
its customer base is facing increasing financial strain amid
persistent inflation that is driving a bigger share of consumers'
wallet to essentials. We believe the effect on Burlington's
financial performance is more pronounced relative to its closest
peers because of its greater concentration of lower-income
customers. Second, excessive inventory positions among the broader
retail industry have led to substantial clearance activity this
year. Efforts to right-size inventory across the retail landscape,
including at big box retailers like Target and Walmart, have caused
a narrowing value gap between Burlington's off-price product
offering and traditional retailers' merchandise. We believe these
pressures will continue through the remainder of 2022 amid ongoing
clearance activity at traditional retailers. This leads to our
forecast for revenues to decline 7.7% in 2022.
"We anticipate cleaner retail inventories next year that will lead
to lower promotional activity and a normalizing value gap between
off-price and traditional retail. This should benefit customer
traffic at Burlington. Meanwhile, we believe Burlington will be a
beneficiary of trade-down effects as more consumers take an
increasingly value-oriented stance to their shopping habits amid a
weak macroeconomic environment (S&P Global projects a shallow
recession in the first half of 2023). We also believe management
will improve its ability to react to sales trends and adjust
in-store merchandise accordingly to capture more sales. We expect
comparable sales to turn positive again in 2023, while new unit
openings contribute to double-digit sales growth.
"We believe the company's profitability will start to recover in
the second half of 2022 due to an improving supply chain
environment and tighter expense management. Burlington's S&P Global
Ratings' adjusted EBITDA margin contracted over 500 basis points
(bps) in the first half of 2022 to 12.6%. We attribute the weaker
profitability to lower than planned sales, contracting merchandise
margin, as well as ongoing freight and supply chain cost pressures.
In the second half of 2022, we believe management's efficiency
initiatives and an improving supply chain environment will lead to
better profitability, leading to our forecast for S&P Global
Ratings-adjusted EBITDA margin of 14.2% for the full year. In 2023,
an improved cost environment and sales growth should allow
Burlington's EBITDA margin to rebound to 16% or more.
"We believe Burlington's leverage will improve to below 3x over the
next 12 to 24 months. We forecast S&P Global Ratings-adjusted
leverage of 3.4x in 2022, up from 2.2x in fiscal 2021, due to
constrained EBITDA generation and lower cash resulting in higher
adjusted debt. We expect a lower cash balance at the end of the
year relative to the $1.1 billion reported at the end of 2021,
driven by its growth-related capital expenditures, share
repurchases, reserve inventory purchases, and subdued earnings.
Still, we believe recovering sales and improving profitability will
lead to leverage declining to about 3x in 2023 and approaching the
mid-2x area in 2024. Furthermore, while the company has no stated
leverage target, we believe management will seek to improve its
credit metrics toward pre-pandemic levels (its S&P Global
Ratings-adjusted leverage was 2.6x in 2019). This could include
reducing debt if performance does not rebound as quickly as we have
forecasted. However, debt reduction is not currently included in
our base-case forecast.
"The stable outlook on Burlington reflects our expectation that its
performance will rebound over the next year. We anticipate 7.7%
revenue decline in 2022 followed by double-digit revenue growth in
2023. Meanwhile, we forecast EBITDA margin of 14.2% in 2022 to
expand by about 200 bps in 2023. This should lead to improving
credit metrics with leverage declining to around 3x in 2023 from
our projected 3.4x in 2022. We do not anticipate leverage
increasing above 3.5x on a sustained basis."
S&P could lower its rating on Burlington if:
-- S&P anticipates prolonged competitive pressures or operational
issues will lead to deteriorating prospects, including sustained
margin and sales pressure; or
-- S&P expects it to sustain leverage of more than 3.5x.
S&P could raise its rating on Burlington if it increases its scale
and diversity while maintaining good profitability, and it expects
it to sustain leverage in the mid-2x area. An upgrade could result
from a combination of:
-- Significant organic growth of the Burlington brand progressing
well toward its 2,000-unit goal, international expansion, or a
diversification of its business beyond the single Burlington
banner.
-- Enhanced merchandising and inventory execution, supporting
consistent good sales and profitability, notwithstanding the
inherent risks of its brick-and-mortar strategy or the competitive
pressures from online retailers infiltrating the off-price sector.
-- Lower performance volatility amid challenging operating
environments as the company improves its execution of the off-price
model in both favorable and unfavorable sales environments.
-- Consistent credit metrics supported by management's financial
policy.
ESG credit Indicators: E-2, S-2, G-2
CALAMP CORP: B. Riley Asset, Wes Cummins Report 8.44% Equity Stake
------------------------------------------------------------------
B. Riley Asset Management, LLC and Wes Cummins disclosed in a
Schedule 13D/A filed with the Securities and Exchange Commission
that as of Sept. 30, 2022, they beneficially own 3,126,959 shares
of common stock of CalAmp Corp., representing 8.44 percent of the
shares outstanding.
The percentage was calculated based upon 37,062,965 Shares
outstanding as of Sept. 21, 2022, as reported in the Issuer's
Quarterly Report for the quarterly period ended Aug. 31, 2022 filed
on Form 10-Q with the Securities and Exchange Commission on Sept.
22, 2022.
On July 26, 2022, a total of 22,913 Shares of restricted stock were
granted to Mr. Cummins in consideration for his services on the
board of directors of the Issuer. The Shares of restricted stock
will vest on the earlier of July 26, 2023, or the date of the
Issuer's 2023 Annual Stockholders meeting.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/730255/000090266422004586/p22-2352sc13da.htm
About CalAmp
CalAmp Corp. is a connected intelligence company that leverages a
data-driven solutions ecosystem to help people and organizations
improve operational performance. It solves complex problems for
customers within the market verticals of transportation and
logistics, commercial and government fleets, industrial equipment,
and consumer vehicles by providing solutions that track, monitor,
and recover their vital assets. The data and insights enabled by
CalAmp solutions provide real-time visibility into a user's
vehicles, assets, drivers, and cargo, giving organizations greater
understanding and control of their operations. Ultimately, these
insights drive operational visibility, safety, efficiency,
maintenance, and sustainability for organizations around the
world.
Calamp reported a net loss of $27.99 million for the year ended
Feb. 28, 2022, a net loss of $56.31 million for the year ended Feb.
28, 2021, and a net loss of $79.30 million for the year ended Feb.
29, 2020. As of Aug. 31, 2022, the Company had $371.04 million in
total assets, $349.22 million in total liabilities, and $21.82
million in total stockholders' equity.
CARLISLE LOGISTICS: Wins Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Carlisle Logistics, LLC to use cash
collateral on an interim basis to pay normal, necessary and
reasonable postpetition operating expenses pursuant to the budget.
As adequate protection, Star Advance, LLC, Pearl Delta Funding,
LLC., Meged Funding Group Corp., Mantis Funding, LLC and Silverline
Services, Inc. are granted replacement liens under 11 U.S.C.
section 552 in any accounts receivable, inventory or other items
purchased with cash collateral and in cash on hand and in cash
received by the Debtor after such use, to protect against the
diminution in value of to the extent the cash collateral of the
Secured Creditors is used consistent with their existing priority.
A final hearing on the matter is set for November 22 at 2 p.m.
A copy of the order is available at https://bit.ly/3TTw7AV from
PacerMonitor.com.
About Carlisle Logistics, LLC
Carlisle Logistics, LLC operates a trucking business. Carlisle
Logistics sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Tex. Case No. 22-31885) on October 10, 2022. In
the petition filed by Fred Carlisle, its managing member, the
Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Michelle V. Larson oversees the case.
Eric A. Liepins, Esq., is the Debtor's legal counsel.
CASH DEVELOPMENT: Taps Baker Donelson Bearman as Special Counsel
----------------------------------------------------------------
Cash Development, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Baker Donelson
Bearman Caldwell & Berkowitz, PC as special counsel.
The Debtor needs the firm's legal assistance in connection with
retirement plan and ERISA-related matters.
The firm will be paid at these rates:
Attorneys $365 to $740 per hour
Paralegals $275 per hour
D.J. Simonetti, Esq., a partner at Baker, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
D.J. Simonetti, Esq.
Baker Donelson Bearman Caldwell & Berkowitz, PC
Shipt Tower
420 20th Street North, Suite 1400
Birmingham, AL 35203
Phone: 205.250.8311/205.328.0480
Fax: 205.322.8007
Email: djsimonetti@bakerdonelson.com
contact@bakerdonelson.com
About Cash Development
Cash Development, LLC specializes in hauling, disposal, and
recycling of construction demolition waste with its headquarters
located at 2859 Paces Ferry Road, Suite 1150, Atlanta, Ga.
Cash Development sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-41007) on Aug. 26,
2022. In the petition filed by its authorized representative,
Carson Cash King, the Debtor disclosed up to $50,000 in assets and
up to $500,000 in liabilities.
Judge Barbara Ellis-Monro oversees the case.
Cameron M. McCord, Esq., at Jones & Walden, LLC and Baker Donelson
Bearman Caldwell & Berkowitz, PC serve as the Debtor's bankruptcy
counsel and special counsel, respectively.
CENTRAL FLORIDA CIVIL: Court OKs Interim Cash Collateral Access
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Central Florida Civil, LLC to use
the cash collateral of Mulligan Funding, LLC and the Fundworks, LLC
on an interim basis.
As of the Petition Date, the Debtor owed $150,000 each to Mulligan
Funding, LLC and the Fundworks, LLC. The Debtor's obligation is
evidenced by a Promissory Note, Security Agreement, Financing
Statement, and Chattel Mortgage executed November 22, 2021, to
Mulligan and January 5, 2022, to Fundworks.
The Debtor is directed to pay only expenses necessary for the
operation of the business and not any pre-petition expenses,
officer salaries, professional fees, or insiders without further
Court order. If that order is entered, the necessary pre-petition
expenses, salaries, professional fees, or insider payments will not
be paid unless the Debtor is current on its ordinary course of
business expenses.
The Debtor is authorized to make these adequate protection
payments:
a. $1,519 per month to Mulligan Funding commencing October 1,
2022, and on the first of the month thereafter or further Court
Order;
b. $1,519 per month to Fundworks commencing October 1, 2022,
and on the first of the month thereafter or further Court Order;
and
c. $519 per month to Fiji Funding, LLC commencing October 1,
2022 and on the 1st of the month thereafter or further Court
Order;
d. All other UCC-1 receivable lenders including NewCo Capital
Group, Kalamata Capital Group, Fusion Funding, Unique Capital and
Amerifii will receive no adequate protection at this time.
As additional adequate protection of a lender's interest in the
cash collateral, the Debtor will (a) maintain all necessary
insurance coverage on the lender's collateral and under no
circumstances will the Debtor allow its insurance coverage to
lapse, (b) continue to pay such monthly insurance payment in a
timely manner, and (c) within two days of the request of the
lender, the Debtor will provide to the lender's counsel a written
statement supported by evidence of the Debtor's compliance with the
foregoing.
The Debtor's authority to use the cash collateral will terminate
immediately and upon the earlier of (a) a Court order; (b) the
conversion of the case to a Chapter 7 case or the appointment of a
Chapter 11 trustee without the consent of the lender; (c) the entry
of an Order that alters the validity or priority of the replacement
liens granted therein to the Bank; (d) the Debtor ceasing to
operate all or substantially all of its business; (e) the entry of
an order granting relief from the automatic stay that allows any
entity to proceed against any material assets of the Debtor that
constitute cash collateral; (f) the entry of an Order authorizing a
security interest under section 364(c) or 364(d) of the Bankruptcy
Code in the collateral to secure any credit obtained or debt
incurred that would be senior to or equal to the replacement lien;
or (g) the dismissal of the Chapter 11 case.
A continued hearing on the matter is set for November 22 at 9:30
a.m.
A copy of the order is available at https://bit.ly/3gA2UN4 from
PacerMonitor.com.
About Central Florida Civil, LLC
Central Florida Civil, LLC provides a full range of services
relating to site preparation for commercial projects.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. M.D. Fla. Case No. 22-01736) on August 31,
2022. In the petition signed by Chad M. Converse, manager, the
Debtor disclosed $2,469,641 in assets and $4,873,621 in
liabilities.
Judge Jason A. Burgess oversees the case.
Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler,
LLP, is the Debtor's counsel.
CEREMONY SALON: Unsecureds Will Get 50% of Claims in 60 Months
--------------------------------------------------------------
Ceremony Salon, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of North Carolina an Amended Disclosure Statement
for Small Business describing Second Plan of Reorganization.
The Debtor is a Limited Liability Company. Since 2014, the Debtor
has been in the business of high-end hair-styling in the Chapel
Hill/Carrboro area.
In addition to acting as the Debtor's financial manager, Jerome
Radford also owns and operates Grata Café, LLC, a restaurant
located in Carrboro, NC. Grata Café experienced significant
financial setbacks in 2021. The Debtor agreed to incur significant
debts on Grata Cafe's behalf that Grata Café was ultimately unable
to pay.
This Second Plan of Reorganization proposes to pay creditors of the
Debtor from cash flow of operations and from contributions from
Grata Café, LLC, a co-obligor on many of the Class 4 claims in the
Plan.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 50 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 4 consists of general unsecured claims. Class 4 includes
claims with underlying security interests perfected by the filing
of valid UCC Financing Statements with the North Carolina Secretary
of State's Office. Pursuant to Section 506 of the Bankruptcy Code,
these claims are unsecured and treated in Class 4 in a manner
indistinguishable from claims without any security interest. To the
extent that any member of Class 4 has filed a Proof of Claim
asserting a secured claim, those claims will be the subject of
separate objections filed concurrently with this Plan.
Class 4 proposes to make payments of $162,215 over a sixty-month
period of time, beginning on the effective date of the Plan. This
amount represents 50% of the total unsecured claims of the Debtor.
Monthly payments under the Class 4 treatment will total $2,701.
This Class is impaired.
Rachel Radford is the sole member-manager of the Debtor. She shall
retain her ownership interest in the Debtor.
The Debtor intends to implement the Plan through the continued
operation of the salon. The Debtor has also received assurances
from Grata Café that it will contribute to the payment of the Plan
payments.
About Ceremony Salon LLC
Ceremony Salon, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-00492) on March 8,
2022. The case was transferred to the Middle District of North
Carolina (Bankr. M.D.N.C. Case No. 22-00492) on March 21, 2022.
In the petition signed by Rachel Lynn Radford, member-manager, the
Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Lena Mansori James oversees the case.
Travis Sasser, Esq., at Sasser Law Firm is the Debtor's counsel.
CHARLES DEWEESE: Evidentiary Hearing Thursday on Cash Access Bid
----------------------------------------------------------------
The Honorable Joan A. Lloyd will hold an evidentiary hearing
regarding the Interim Order Authorizing Use of Cash Collateral
entered in the Chapter 11 case of Charles Deweese Construction.
The Evidentiary Hearing is set for October 27, 2022, at 9:00 a.m.
(Eastern time)/8:00 am (Central time) in Courtroom #1, 5th Floor,
601 W. Broadway, Louisville, Kentucky.
The U.S. Bankruptcy Court for the Western District of Kentucky,
Bowling Green Division, had authorized Charles Deweese to use cash
collateral on an interim basis through October 20, 2022, to meet
ordinary and necessary operating expenses.
As adequate protection to Franklin Bank & Trust Company and Avtech
for the Debtor's use of cash collateral, FBT and Avtech are
granted, in priority and scope and to the same extent as existed
under applicable law prior to the Petition Date, replacement liens
upon all of the post-petition property of the Debtor that is
similar to their respective interests in pre-petition collateral,
including, without limitation, all post-petition property of the
types constituting their respective collateral and the proceeds and
products thereof, to secure the amount of the cash collateral
actually used by the Debtor through the week of October 20.
The post-petition security interests, liens, and other rights
granted to FBT and Avtech will be and are deemed to be effective,
valid, perfected, and enforceable as of the Petition Date.
The replacement liens granted to FBT and Avtech will not (1) prime
any pre-existing liens or security interests held by any other
party; or (2) include trust funds subject to Tennessee's Prompt Pay
Act, codified at Tenn. Code Ann. section 66-34-101 et. seq.
On or before October 14, 2022, the Debtor was required to provide
to FBT, Avtech, and the Official Committee of Unsecured Creditors a
report of all accounts receivable collected, all inventory sold,
all disbursements made during the period of July 1, 2022 through
July 31, 2022, and an accounts receivable aging report updated
through September 30, 2022. In addition, beginning October 18, the
Debtor was required to provide FBT, Avtech, and the Committee a
weekly "true up" showing actual income and expenses as compared to
the with the budget filed with the Cash Collateral Motion for the
period of October 2 through October 8; and then on October 21 a
"true up" for the week of October 9 through October 15.
A copy of the order is available at https://bit.ly/3D5z9fM from
PacerMonitor.com.
About Charles Deweese Construction
Charles Deweese Construction --
https://www.charlesdeweeseconstruction.com/ -- is a construction
and engineering company that provides clients with quality projects
on time and within budget.
Charles Deweese Construction, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 22-10355)
on July 1, 2022. In the petition filed by Charles Weldon Deweese,
as president, the Debtor reports estimated assets and liabilities
between $50 million and $100 million.
Judge Joan A. Lloyd oversees the case.
Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP, is the
Debtor's counsel.
Counsel for Franklin Bank & Trust Company:
Scott A. Bachert, Esq.
Kerrick Bachert PSC
1025 State Street
Bowling Green, KY 42102
Telephone: (270) 782-8160
Email: sbachert@kerricklaw.com
Counsel for AVT-Kentucky, L.P., AVT Leasing Fund III, LLC and
Avtech:
Laura M. Brymer, Esq.
Fultz Maddox Dickens PLC
101 S. Fifth Street, Suite 2700
Louisville, KY 40202
Telephone: (502) 588-2000
Email: lbrymer@fmdlegal.com
Counsel for Creditors Committee:
James R. Irving, Esq.
Dentons Bingham Greenebaum LLP
3500 National City Tower
101 South Fifth Street
Louisville, KY 40202
Telephone: (502) 587-3606
Email: james.irving@dentons.com
CHESAPEAKE ENERGY: S&P Upgrades ICR to 'BB', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Oklahoma
City-based oil and gas exploration and production company
Chesapeake Energy Corp. to 'BB' from 'BB-'. At the same time, S&P
raised its issue-level rating on Chesapeake's senior unsecured debt
to 'BB' from 'BB-'. The recovery rating remains '3'.
The stable outlook reflects S&P's expectations that the company
will maintain solid capital efficiency and strong credit measures,
including funds from operations (FFO) to debt above 100% and
positive DCF to debt, for the next two years.
The upgrade reflects Chesapeake's solid track record since
emergence from bankruptcy early last year.
Chesapeake has demonstrated solid capital efficiency over the past
18 months, funded two significant acquisitions in a balanced manner
(Vine Energy in November 2021 and Chief Oil & Gas in March 2022),
filled out its executive management team, and kept shareholder
distributions within cash flows. S&P expects the company will focus
on developing its core assets while maintaining robust credit
ratios, including FFO to debt above 100% and positive discretionary
cash flow (DCF) to debt, over the next two years.
The company is shifting its focus to the gas-rich Haynesville and
Marcellus shales, while its Eagle Ford position has been deemed
"noncore".
Chesapeake has allocated 75% of this year's capex to the
natural-gas-focused Haynesville shale in northwest Louisiana
(350,000 net acres) and Marcellus shale in northeast Pennsylvania
(650,000 net acres). The company estimates returns in these regions
will exceed 100%, compared with an estimated 40%-60% in the Eagle
Ford shale. As a result, Chesapeake has announced its intention to
sell the Eagle Ford asset. Eagle Ford accounts for about 20% of
Chesapeake's total pro forma proven reserves, nearly 15% of its
2022 production, and essentially all of its oil volumes. Although a
sale would reduce Chesapeake's size, scale, and diversification,
this should be offset by improved returns, and longer-term organic
production and reserve growth from the Haynesville (Marcellus
growth is constrained by infrastructure).
Proved developed reserve life is short relative to peers.
S&P said, "With production now in the 4.0 bcfe/d area and an
estimated proved developed percentage of around 60%, we estimate
Chesapeake's proved developed reserve life is about 5 to 6 years,
somewhat shorter than its gas-focused peers in the 9 to 10 year
range. However, the company estimates its inventory life is over 15
years. In our view, a key risk for Chesapeake will be its ability
to maintain or grow production at modest capital expenditure levels
as it works through its inventory. We will get a clearer picture of
Chesapeake's capital efficiency progress once its shift to the
natural gas weighted Haynesville and Marcellus shales is complete
and the company focuses on organic development."
Chesapeake's credit measures remain robust.
The company funded its $2.5 billion Vine acquisition with 25%
equity and 75% cash and debt, and the $2.6 billion Chief
acquisition with about 40% equity and asset sale proceeds and 60%
cash and debt. Although the deals were modestly leveraging, credit
measures remain strong. S&P said, "We expect FFO to debt above
100%, debt to EBITDA below 1x for 2022 and 2023, and DCF to debt of
up to 5% in both years. We estimate FFO to debt would remain above
60% even under our long-term price deck assumptions, which include
$2.75/mmBtu Henry Hub natural gas."
S&P expects shareholder distributions to be within cash flows.
Chesapeake's base dividend is about $280 million on an annualized
basis. The company also intends to pay a variable dividend of up to
50% of free cash flow (after capex and base dividends). S&P said,
"Based on our price deck assumptions, we expect total dividends of
$1 billion-$1.5 billion per year in 2022 and 2023. In addition,
Chesapeake expects to complete its $2 billion share buyback program
by the end of 2023. Despite the large buyback, we expect
shareholder distributions within cash flows through at least the
end of 2023. Thereafter, we expect dividends to decrease in line
with commodity prices and cash flows. Chesapeake manages its
balance sheet to a conservative debt/EBITDA maximum of 1.0x, even
at our long-term price assumption of $2.75/mmBtu Henry Hub natural
gas."
S&P revised its assessment of management and governance to fair
from weak.
Chesapeake has filled out its executive management team, naming
Nick Del'Osso as the Chief Executive Officer last October, hiring
Chief Financial Officer Mohit Singh in November 2021 and Chief
Operating Officer Josh Viets early this year. Although there have
been a number of adjustments to the asset portfolio since early
2021, it appears the company has now "cored up" in the Haynesville
and Marcellus shales. S&P expects a consistent development approach
in these two regions over the next two years.
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Other governance factors
S&P said, "The stable outlook reflects our expectations that the
company will maintain solid capital efficiency and strong credit
measures, while keeping capex and dividends within cash flows. We
expect strong credit measures over the next two years, with FFO to
debt above 100%, debt to EBITDA below 1x, and positive DCF to debt.
The company has made substantial progress on integrating its two
recent acquisitions, and we expect potential acquisitions to be
funded in a balanced manner."
S&P could downgrade Chesapeake if:
-- S&P expects FFO to debt to approach 45% or debt to EBITDA to
approach 2x for a sustained period. This would most likely occur if
natural gas prices decline and the company fails to rein in its
spending accordingly, or its capital efficiency declines; or
-- Chesapeake pursues a debt-funded acquisition that does not add
to near-term cash flows.
-- S&P does not expect a sale of its Eagle Ford asset to
immediately affect our rating, assuming Chesapeake uses a portion
of the proceeds to pay down debt.
S&P could upgrade Chesapeake if it expects:
-- FFO to debt to remain above 60%; and
-- Positive DCF to debt for a sustained period.
This would most likely occur if the company maintains or improves
it capital efficiency and keeps dividends and share repurchases
within cash flows.
ESG credit indicators: To E-4,S-2,G-3; from E-4,S-2,G-5
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Chesapeake as the E&P industry
contends with an accelerating energy transition and adoption of
renewable energy sources. We believe falling demand for fossil
fuels will reduce profitability and returns for the industry as it
fights to retain and regain investors that seek higher return
investments. Chesapeake has pledged to eliminate routine flaring
from all new wells completed from 2021 onward and for all wells by
2025. The company is also targeting net zero scope 1 greenhouse gas
emissions by 2035. The company had all of its Haynesville shale
natural gas production responsibly-sourced-gas certified at the end
of 2021 and expects to have its Marcellus gas (including the
acquired Chief production) certified by the end of 2022."
CHILD'S TRUCKING: Court OKs Deal on Cash Collateral Access
----------------------------------------------------------
The U.S. Small Business Administration advised the U.S. Bankruptcy
Court for the Central District of California, Los Angeles Division,
authorized Child's Trucking, LLC, to use cash collateral on an
interim basis in accordance with its agreement with the U.S. Small
Business Administration, through the date of the continued
hearing.
The continued hearing on the matter is set for November 3, 2022 at
11 a.m.
As previously reported by the Troubled Company Reporter, the
parties agreed that any and all of the Personal Property Collateral
constitutes the SBA's cash collateral, pursuant to 11 U.S.C.
section 363(a). The SBA consents to the Debtor's use of cash
collateral through and including confirmation of a Chapter 11 exit
plan to pay ordinary and necessary expenses as set forth in the
budget.
Pre-petition, on June 17, 2020, the Debtor executed a U.S. Small
Business Administration Note, pursuant to which the Debtor obtained
a $150,000 loan. The Original Note was subsequently amended on
December 6, 2021, increasing the SBA Loan amount to a total of
$500,000. The terms of the Modification of Note require the Debtor
to pay principal and interest payments of $2,497 every month
beginning 24 months from the date of the Original Note over the
30-year term of the SBA Loan, with a maturity date of June 17,
2050. The SBA Loan has an annual rate of interest of 3.75% and may
be prepaid at any time without notice of penalty.
As evidenced by a Security Agreement executed on June 17, 2020, and
the Amended SBA Loan Authorization and Agreement executed on
December 6, 2021, and a validly recorded UCC-1 filing on June 27,
2020 as Filing Number 207795046686, the SBA Loan is secured by all
tangible and intangible personal property.
As adequate protection, the SBA will receive a replacement lien on
all post-petition revenues of the Debtor to the same extent,
priority and validity that its lien attached to the cash
collateral. The scope of the replacement lien is limited to the
amount (if any) that cash collateral diminishes post-petition as a
result of the Debtor's post-petition use of cash collateral.
A copy of the order is available at https://bit.ly/3TRUfUC from
PacerMonitor.com.
About Child's Trucking LLC
Child's Trucking LLC -- https://childstruckinglic.com/ -- is a
licensed and DOT-registered trucking company running freight
hauling business from York, Alabama.
Child's Trucking LLC filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
22-15362) on Oct. 1, 2022. In the petition filed by Canwar Childs,
as chief executive officer, the Debtor reported assets and
liabilities between $1 million and $10 million.
Judge Neil W. Bason oversees the case.
Patrick McGinnis Fritz has been appointed as Subchapter V trustee.
The Debtor is represented by Michael Jay Berger of the Law Offices
of Michael Jay Borger.
CINEWORLD: Creditor Balks at $1.27-Bil. Roll-Up of Prepetition Debt
-------------------------------------------------------------------
A Cineworld Group Plc creditor is objecting to the company's
pay-back priority status given to a Blackstone unit and other
lenders offering $1.9 billion in bankruptcy financing.
The $1.9 billion includes more than $1.2 billion that the movie
chain operator owed prior to its bankruptcy filing. And giving
"super-priority" to some pre-bankruptcy loans -- issued by Cyrus
Capital Partners, Blackstone Alternative Credit Advisor, Credit
Suisse Asset Management, and others -- is improper, Arvest Bank
said in an Oct. 14, 2022 filing with the U.S. Bankruptcy Court for
the Southern District of Texas, according to Law360.
Arvest complains that the proposed $1.9 billion DIP Facility
provides no adequate protection to Arvest for any alleged priming
of Arvest's liens.
On July 1, 2021, Arvest loaned $11.9 million to debtor Regal
Entertainment Group ("REG") for the purchase of real property,
furniture, fixtures and equipment comprising the movie theater
located in Midwest City, Oklahoma, known as Regal Warren Midwest
City.
Arvest was never part of the Prepetition Legacy Facilities or the
Prepetition Priming Facility. Arvest provided purchase money
lending under the Midwest City Facility on July 1, 2021, after
those two facilities were already in place. Arvest's exclusion
from the multitude of defined terms relating to those facilities is
wholly appropriate. Absent adequate protection to Arvest, there
can be no priming of Arvest's liens.
In an amended objection filed Oct. 21, 2022, Arvest Bank said, "To
the extent the Debtors and DIP Lenders continue to seek priming or
Arvest's liens under 11 U.S.C. Sec. 364(d)(1), the relief should be
denied because: (1) the Interim Order's definition of Senior
Permitted Liens includes Arvest's liens; (2) the Motion provides no
adequate protection to Arvest; (2) the Motion seeks improper
findings of the existence, validity and perfection of alleged
prepetition liens; and (3) the Motion, by its own admission, seeks
Sec. 364(d)(1) superpriority beyond the $664 million of actual
proposed new money, improperly rolling up $1 billion of prepetition
indebtedness and $271 million of non-debtor affiliate indebtedness
into postpetition superpriority secured indebtedness. Arvest
further objects to the Motion and the Interim Order (Dkt. #173) to
the extent that Ordering ¶ 32 of the Interim Order would require
Arvest to commence a separate contested matter or adversary
proceeding, in addition to this Objection, in order to challenge
the Debtors' false stipulation that the Prepetition First Lien
Secured Parties have perfected liens in the real property located
in Midwest City, Oklahoma."
About Cineworld Group PLC
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the US.
According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).
The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.
Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt.
PJT Partners LP is providing financial advice, Kirkland & Ellis LLP
and Slaughter and May are acting as legal counsel and AlixPartners
LLP is serving as restructuring advisor to Cineworld. Jackson
Walker LLP is the co-bankruptcy counsel. Kroll is the claims
agent.
COMMERCEHUB INC: Moody's Affirms B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed CommerceHub, Inc.'s corporate
family rating at B3 and its probability of default rating at B3-PD.
Concurrently, Moody's affirmed the B2 rating on the issuer's senior
secured first lien credit facility, assigned a B2 rating to
CommerceHub's new $385 million senior secured first lien term loan,
and affirmed the Caa2 rating on the company's second lien term
loan. The rating action follows the proposed $618 million
acquisition of ChannelAdvisor Corporation, a provider of SaaS-based
e-commerce platform solutions for retailers and manufacturers,
which will be financed with the proceeds of the new term loan as
well as $325 million in equity funding from funds affiliated with
GTCR LLC and Sycamore Partners, both existing shareholders, as well
as United Parcel Service, Inc. ("UPS", A2, Stable). [1] While
Moody's views the transaction as modestly leveraging at the outset,
with pro forma adjusted Debt/EBITDA (Moody's adjusted) of nearly
9x, the projected realization of meaningful operating synergies in
the coming year will likely result in a contraction in debt
leverage towards the mid 7.5x by the end of 2023, while doubling
CommerceHub's revenue base and bolstering its product capabilities.
The outlook remains stable.
Assignments:
Issuer: CommerceHub, Inc.
Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
Affirmations:
Issuer: CommerceHub, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Gtd Senior Secured 1st Lien Term Loan B, Affirmed B2 (LGD3)
Gtd Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2
(LGD3)
Gtd Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD6) from
(LGD5)
Outlook Actions:
Issuer: CommerceHub, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
CommerceHub's B3 CFR is constrained by the company's elevated
financial leverage, limited scale, and a concentrated vertical
market focus on the retail e-commerce industry. Debt/EBITDA
leverage is very high following the expected closing of the
ChannelAdvisor acquisition later in 2022, but Moody's expects it to
moderate over the coming year, with the realization of meaningful
operating synergies associated with the transaction. While
strategically beneficial, the purchase of ChannelAdvisor presents
material integration risks for CommerceHub, as considerable
implementation costs will weigh on free cash flow generation
through 2023. Additionally, CommerceHub's credit profile is
negatively impacted by exposure to macroeconomic cyclicality and
global supply chain disruptions, with the potential for operating
challenges constraining deleveraging efforts over the next 12-18
months. Additional credit risks stem from the company's aggressive
financial strategy under the concentrated private equity ownership
of Insight Partners ("Insight"), GTCR, and Sycamore given the
potential for additional debt funded acquisitions and dividend
distributions. However, CommerceHub benefits from its established
market position as a third-party dropshipping provider to top US
retailers, the company's mission critical role within the retailer
and supplier network, a highly recurring revenue stream supported
by high order retention and subscription fees, and the company's
deep retailer integration with high switching costs. The company's
credit profile is also supported by good liquidity given a pro
forma cash balance of $78 million at closing of the transaction and
improving free cash flow prospects as integration and cost
reduction initiatives are implemented over the next 12-18 months.
The B2 rating for CommerceHub's senior secured first lien credit
facility reflects the company's B3-PD PDR and a loss given default
("LGD") assessment of LGD3. The first lien loan rating is one notch
above the CFR and takes into account the instrument's priority in
the collateral and senior ranking in the capital structure relative
to CommerceHub's $210 million second lien term loan due 2028 rated
Caa2 (LGD6).
CommerceHub's good liquidity is supported principally by a pro
forma cash balance of $78.1 million. Moody's expects nominal free
cash flow generation through 2023 due to considerable
implementation costs related to the ChannelAdvisor integration
during this period. The company's liquidity is also bolstered by
full availability under its $50 million revolving credit facility
expiring in 2025. While CommerceHub's term loans are not subject to
financial covenants, the revolving credit facility has a springing
covenant based on a maximum first lien net leverage ratio of 8.15x
when usage exceeds 35% ($17.5 million). Moody's expects the company
will be comfortably in compliance with this covenant over the next
12-15 months.
The stable ratings outlook reflects Moody's expectation that
CommerceHub's will realize annual pro forma revenue growth in the
mid-to-high single digit percentage range in the coming 12 to 18
months with the potential for incremental gains as cross-selling
initiatives following the completion of the ChannelAdvisor
acquisition gain traction. Moody's expects debt/EBITDA (Moody's
adjusted) to moderate from elevated levels concurrent with the
realization of projected operating synergies in the coming year,
approaching the mid 7.5x by the end of 2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if strong revenue growth along with
debt repayment and margin expansion lead to debt leverage (Moody's
adjusted) sustained below 6x and annual free cash flow to debt
sustained above 5%, while the company adheres to conservative
financial policies.
The ratings could be downgraded if organic revenue growth slows to
low single-digits, reflecting increased competition, customer
losses, or shifts in the e-commerce business model, or if leverage
(Moody's adjusted) increases from current elevated levels and the
company's incurs free cash flow deficits resulting in a
deterioration in liquidity. Crystallization of execution risk from
the ChannelAdvisor acquisition, resulting in delayed realization of
anticipated cost synergies and increase in operating costs could
also result in a ratings downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
CommerceHub, with headquarters in Albany, NY, provides SaaS
cloud-based software that integrates retailers with suppliers to
expand their e-commerce-based drop-shipping programs primarily in
the U.S. and Canada. Pro forma for the ChannelAdvisor acquisition,
Moody's projects the company will generate revenue of approximately
$340 miilion in 2022.
CYTODYN INC: Appoints Stephen Simes as Director to Fill Vacancy
---------------------------------------------------------------
Scott A. Kelly, M.D., provided written notice to the Board Chair of
CytoDyn Inc. on Oct. 13, 2022, of his resignation as a director of
the Company, effective immediately. Dr. Kelly will continue to
serve as the Company's chief medical officer and Head of Business
Development.
The Company's Board of Directors approved the appointment of
Stephen M. Simes as a director of the Company, effective Oct. 13,
2022. Mr. Simes fills the vacancy created by the resignation of
Dr. Kelly.
CytoDyn said Mr. Simes brings extensive experience to the Company's
Board through his service as CEO or a director of a number of
pharmaceutical companies, both public and private. His career in
the pharmaceutical industry started over 40 years ago with G.D.
Searle & Co. (now a part of Pfizer Inc.). He currently is
Entrepreneur in Residence at Helix 51 and the Innovation and
Research Park of Rosalind Franklin University of Medicine and
Science in North Chicago, Illinois. Mr. Simes also serves as a
director of BioLife4D Corporation, a private company developing a
patient-specific, fully functioning human heart using 3D
bioprinting and the patient's own cells and currently preparing for
an IPO. Mr. Simes is also chairman of the board of Bio-XL Limited,
an Israeli company developing products in oncology. He serves as
an advisor for SmartHealth Catalyzer and advises several emerging
companies in varied therapeutic areas, including oncology and
cardiology. Mr. Simes was the CEO of RestorGenex Corporation from
2014 to 2016, when it was acquired by Diffusion Pharmaceuticals
(NASDAQ: DFFN). From 1998 to 2013, Mr. Simes was the president and
CEO of BioSante Pharmaceuticals, which was acquired by ANI
Pharmaceuticals Inc. (NASDAQ: ANIP) in June 2013. He previously
served on the boards of directors of Therapix Biosciences
(2016-2020), RestorGenex Corporation (2014-2016), Ceregene, Inc.
(2009-2013), BioSante Pharmaceuticals (1998-2013), Unimed
Pharmaceuticals, Inc. (1994-1997), Bio-Technology General
(1993-1995), and Gynex Pharmaceuticals, Inc. (1989-1993). Stephen
has a BSc in Chemistry from Brooklyn College of the City University
of New York and an MBA from New York University.
Mr. Simes will be compensated for his services as a director
consistent with the Company's compensation policies for nonemployee
directors approved by the Board's Compensation Committee for fiscal
2023, including annual cash retainers for service as directors and
as members of Board committees, and grants of stock options under
the Company's Amended and Restated 2012 Equity Incentive Plan.
According to the Company, there is no other arrangement or
understanding between Mr. Simes and any other persons or entities
pursuant to which Mr. Simes was appointed as a director of the
Company.
About CytoDyn Inc.
Headquartered in Vancouver, Washington, CytoDyn Inc. --
http://www.cytodyn.com-- is a late-stage biotechnology company
focused on the clinical development and potential commercialization
of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection,
with the potential for multiple therapeutic indications.
Cytodyn reported a net loss of $210.82 million for the year ended
May 31, 2022, compared to a net loss of $176.47 million for the
year ended May 31, 2021. As of Aug. 31, 2022, the Company had
$28.39 million in total assets, $122.71 million in total
liabilities, and a total stockholders' deficit of $94.31 million.
San Jose, California-based Macias Gini & O'Connell LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated Aug. 15, 2022, citing that the
Company incurred a net loss of approximately $210,820,000 for the
year ended May 31, 2022 and has an accumulated deficit of
approximately $766,131,000 through May 31, 2022, which raises
substantial doubt about its ability to continue as a going concern.
DIAMOND SCAFFOLD: Oct. 28 Hearing on Exclusivity Extension Bid
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama is
set to hold a hearing on Oct. 28 to consider the motion filed by
Diamond Scaffold Services, LLC to extend the period during which
only the company can file a Chapter 11 plan.
The company earlier received interim court approval to remain in
control of its bankruptcy until Nov. 2.
In its motion, Diamond Scaffold Services requested an extension of
its exclusivity period to file a plan of reorganization until March
18 next year.
The company will use the extension to resolve issues of ownership
of its accounts receivable and the inventory that is subject to its
master lease agreement with Sertant Capital and Mazuma Capital.
About Diamond Scaffold Services
Diamond Scaffold Services LLC -- https://www.diamondscaffold.com/
-- is an authorized distributor of Ring-lock, Cup-lock, Shoring,
and Frame Scaffold.
Diamond Scaffold Services sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No. 22-11208) on June
21, 2022, with between $1 million and $10 million in assets and
between $10 million and $50 million in liabilities. Jewell Wayne
Sumrall, president of Diamond Scaffold Services, signed the
petition.
Judge Jerry C. Oldshue oversees the case.
The Debtor tapped Alexandra K. Garrett, Esq., at Silver, Voit &
Garrett as bankruptcy counsel; Jason R. Watkins, Esq., as special
counsel; and SC&H Group, Inc. as investment banker.
EAST COAST DIESEL: Wins Cash Collateral Access Thru Oct 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina, Durham Division, authorized East Coast Diesel, LLC to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance, through October 31, 2022.
The Debtor requires the use of cash collateral pay on-going costs
of operating the business and insuring, preserving, repairing, and
protecting all its tangible assets.
In December 2018, the Debtor obtained a loan with North State Bank
in excess of $1,000,000. As security for the Loan, the Debtor
executed a promissory note in favor of North State Bank covering
all of the Debtor's tangible and intangible personal property and
real property at 2209 Dominion Street, Durham NC. As of the
Petition Date, the aggregate amount outstanding to North State Bank
on the North State Bank Loan is approximately $1,128,528.
In July 2019, the Debtor obtained a $150,000 loan with First Bank.
As security for the Loan, the Debtor executed a promissory note in
favor of First Bank covering all of the Debtor's tangible and
intangible personal property. As of the Petition Date, the
aggregate amount outstanding to First Bank on the Loan is
approximately $150,000.
In December 2020, the Debtor obtained a $150,000 EIDL loan with the
U.S. Small Business Administration. As security for the SBA Loan,
the Debtor executed a promissory note in favor of the SBA covering
all of the Debtor's tangible and intangible personal property. As
of the Petition Date, the aggregate amount owed to the SBA on the
Loan is approximately $150,000.
In June 2021, the Debtor obtained a $150,000 loan with Thread
Capital, LLC. As security for the Loan, the Debtor executed a
promissory note in favor of Thread Capital covering all of the
Debtor's tangible and intangible personal property. As of the
Petition Date, the aggregate amount owed to Thread Capital on the
Loan is approximately $150,000.
In October 2021, the Debtor obtained a $480,000 loan with NFS
Leasing, LLC. As security for the Loan, the Debtor executed a
promissory note in favor of NFS Leasing covering all of the
Debtor's tangible and intangible personal property. As of the
Petition Date, the aggregate amount owed to NFS Leasing on the loan
is approximately $480,000.
On December 7, 2021, the North Carolina Department of Revenue filed
a tax lien in Durham County, NC, in the amount of $107,965. As of
the Petition Date, the aggregate amount owed to the NC Department
of Revenue is approximately $107,965.
In February 2022, the Debtor obtained a $220,000 loan with IOU
Financial, LLC. As security for the Loan, the Debtor executed a
promissory note in favor of IOU Financial covering all of the
Debtor's tangible and intangible personal property. As of the
Petition Date, the aggregate amount owed to IOU Financial on the
loan is approximately $220,000.
On September 7, 2022, the North Carolina Department of Revenue
filed a tax lien in Durham County, NC, in the amount of
$175,576.31.
The Debtor has agreed to provide the Secured Creditors with
adequate protection for the use of its cash collateral by:
a. limiting the use of cash collateral as generally projected
in the proposed budget and as set forth in the proposed Interim
Order, or as may otherwise be approved by the Court after further
notice and hearing;
b. providing North State Bank with a continuing post-petition
lien and security interest in all property and categories of
property of the Debtor in which and of the same priority as North
State Bank held a similar, unavoidable lien as of the Petition
Date, and the proceeds thereof, whether acquired pre-petition or
post-petition, equivalent to a lien granted under sections
364(c)(2) and (3) of the Bankruptcy Code, but only to the extent of
any diminution in the value of the North State Bank Collateral from
and after the Petition Date.
c. to the extent that the proposed protections fail to
adequately protect North State Bank's interest in the cash
collateral, providing North State Bank an allowed priority claim
under Section 507(b) of the Bankruptcy Code to the extent of any
diminution in value of the cash collateral from and after the
Petition Date; and
d. providing the Secured Creditors, the Bankruptcy
Administrator, and any subsequently appointed Committee (i)
evidence of adequate insurance in effect with respect to all
insurable property of the estate, and (ii) budget to actual reports
on a monthly basis by the 20th day of the following month, with the
first report due by November 20, 2022, and (iii) other financial
reports as may be reasonably requested from the Debtor by such
parties.
A further hearing on the matter is set for October 31 at 9:30 a.m.
A copy of the Debtor's motion and budget for the period from
October 12 to November 11, 2022, is available at
https://bit.ly/3U6SVgL from PacerMonitor.com.
The Debtor projects $102,000 in total available cash and $96, 965
in total expenses.
About East Coast Diesel, LLC
East Coast Diesel, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-80197) on October
12, 2022. In the petition signed by Robert Michael, member-manager,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Lena Mansori James oversees the case.
Travis Sasser, Esq., at Sasser Law Firm, is the Debtor's counsel.
ELEVATED CONSTRUCTION: Court OKs Interim Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana, New
Albany Division, authorized Elevated Construction and Remodeling,
LLC to use cash collateral on an interim basis in accordance with
the budget.
Kalamata Capital Group, LLC; Pearl Delta Funding; and Forward
Financing LLC are granted replacement liens on and in all property
acquired or generated postpetition by the Debtor and its continued
operations to the same extent and priority and of the same kind and
nature as each such creditor had prior to the Petition Date,
provided, however, that the collateral will not include the
Debtor's interest in any cause of action arising under chapter 5 of
the Bankruptcy Code.
The replacement liens are deemed to be valid and perfected to the
same extent as existed on the Petition Date, without need for the
execution, filing, or recording of any further documents or
instruments otherwise required to be executed or filed under
non-bankruptcy law.
A copy of the Court order is available at https://bit.ly/3VNLg8u
from PacerMonitor.com.
About Elevated Construction and Remodeling, LLC
Elevated Construction and Remodeling, LLC is engaged in residential
construction and remodeling throughout Southern Indiana.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-90939) on October 17,
2022. In the petition filed by Edward Lee Marshall, managing
member, the Debtor disclosed up to $50,000 in assets and up to
$500,000 in liabilities.
Judge Andrea K. McCord oversees the case.
William P. Harbison, Esq., at Seiller Waterman LLC, is the Debtor's
counsel.
ELITE PRODUCTS: Unsecureds to Recover 5% via Quarterly Payments
---------------------------------------------------------------
Elite Products, Inc., filed with the U.S. Bankruptcy Court for the
District of Puerto Rico a Plan of Reorganization dated October 20,
2022.
Elite is a corporation dedicated to the transport of equipment,
towing services and roadside assistance. Debtor does not own any
real property and has two vehicles that are used for the operation
of its business. Elite has the designated office address of: Valle
de Lirios Lote 9 A5 Juncos, PR 00777.
The COVID-19 Pandemic caused a considerable decreased on Debtor's
business. Consequently, Debtor had fallen behind on certain
obligations to its creditors. This petition was filed to stay, by
and through the Automatic Stay provisions of the Code, any
collection action and to provide for an orderly restructuring of
any debt allegedly owed to Hacienda, Popular Auto, ValenCoop and
the other creditors.
This Plan of Reorganization proposes to pay creditors of the
Debtorfrom cash flows generated mainly from the Debtor's
post-petition operations.
This Plan provides for three classes of claims and interests: (a)
allowed secured claim of Popular Auto, (b) allowed secured claim of
Cooperativa A/C del Valenciano ("ValenCoop") (c) allowed general
unsecured claims, and (d) equity interests. In addition, the Plan
provides for the payment to Priority Unsecured Creditors. General
Unsecured Creditors, with Allowed Claims, will receive a
distribution of $922.98 equal to a 5.00% distribution on its
allowed general unsecured claims. This Plan also provides for the
payment of administrative claims.
Class 1 consists of the Allowed Secured Claim of ValenCoop allowed
under § 502 of the Code. ValenCoop filed Proof of Claim #1 in the
total amount of $60,946.90, of which $60,946.90 is claimed as a
secured claim. If Allowed as filed, the ValenCoop's Allowed Class
One Claim will be in the amount of $60,946.90.
If allowed as filed, ValenCoop shall have a Class 1 Allowed Secured
Claim equal to $60,946.90. The Principal Balance in the amount of
$57,700.64 shall be satisfied via 60 monthly and consecutive
payments in the amount of $1,122.24. The Principal Balance shall be
satisfied based on a yearly rate of interest of 6.25%. The accrued
interest and late charges in the amount of $3,246.22 shall be
satisfied via 60 monthly and consecutive payments in the amount of
$54.10. The combined monthly payments will be in the amount of
$1,176.34. Payments shall commence on the first day of the second
month following the Effective Date of the Plan.
Class 2 consists of the Allowed Secured Claim of Popular Auto
allowed under § 502 of the Code. Popular Auto filed Proof of Claim
#2 in the total amount of $68,410.32, of which $68,410.32 is
claimed as a secured claim. However, based on the value of the
collateral, Popular Auto's Allowed Class Two Claim will be in the
amount of $50,000.00. Any unsecured portion, if Allowed, shall be
deemed an Allowed Class Three General Unsecured Claim.
If allowed, Popular Auto shall have a Class 2 Allowed Secured Claim
equal to $50,000.00. If any, the Allowed Class 2 Secured Claim
shall be satisfied via 60 monthly and consecutive payments in the
amount of $978.31. Payments shall commence on the first day of the
second month following the Effective Date of the Plan. Allowed
Class 2 Secured Claims shall be satisfied based on a yearly rate of
interest of 6.50%.
Class 3 Claim consists of the Allowed General Unsecured. This Class
consists of the prepetition unsecured claims against the Debtor, to
the extent Allowed, if any. It is estimated that Allowed Class 3
General Unsecured Claims will be in the amount of $18,459.53.
The Debtor shall satisfy the Class 3 Claims via 20 quarterly
payments in the amount of $46.15 for a total distribution on
Allowed Class 3 Claims of $922.98 or an estimated 5.00%
distribution. Payments shall commence on the first day of the
second month following the Effective Date of the Plan.
Class 4 consists of Debtor's Equity (Ownership) Interest over
Property of the Estate. Debtor will retain its Ownership Interest
in the Property of the Estate.
The Plan establishes that the Plan will be funded from the proceeds
generated by the operating business of the Debtor, Elite. It
generally consists of the Debtor's funds generated from the
rendered services of transport of equipment, towing services and
roadside assistance. The Debtor will contribute its cash flow to
fund the Plan commencing on the Effective Date of the Plan and
continue to contribute through the date that Holders of Allowed
Class 1, Class 2 and Class 3 Claims receive the payments specified
for in the Plan.
A full-text copy of the Plan of Reorganization dated October 20,
2022, is available at https://bit.ly/3zhklbE from PacerMonitor.com
at no charge.
Debtor's Counsel:
William Rivera Vélez, Esq.
The Batista Law Group, PSC
Las Vistas Shopping Village,
Suite #41, 300 Ave. Las Cumbres,
San Juan, PR 00926
(787) 620-2856
About Elite Products
Elite Products Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.P.R. Case No. 22-02142) on July 22, 2022,
listing under $1 million in both assets and liabilities.
Judge Mildred Caban Flores oversees the case.
The Debtor tapped Jesus E. Batista Sanchez, Esq., at The Batista
Law Group as counsel and Xavier Flores Rios as financial
consultant.
FFAH CARVER: S&P Lowers 2013A Revenue Bonds Rating to 'B+'
----------------------------------------------------------
S&P Global Ratings lowered its rating to 'B+' from 'BB' on Public
Finance Authority, Wis.' series 2013A multifamily housing revenue
bonds, issued for FFAH Carver Gardens LLC, Fla.'s Carver Gardens
apartments project. The outlook is stable.
"The rating action reflects our opinion of weaker finances that
resulted in a debt service coverage ratio of 0.88x in fiscal 2021
and our expectation that DSC will likely remain below 1x in fiscal
2022. Our methodology caps anchor ratings in the 'b' rating
category if DSC is below 1x," said S&P Global Ratings credit
analyst Emily Avila.
The authority issued the series 2013A bonds to facilitate the
acquisition and rehabilitation by Banyan Foundation Inc. -- a North
Carolina 501(c)3 nonprofit corporation -- of a Section 8-enhanced
apartment project known as Carver Gardens, in Gainesville, Fla.
Carver Gardens includes 11 two-story apartment buildings with 100
units.
GO DADDY: Moody's Rates New First Lien Senior Secured Loans 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to Go Daddy
Operating Company, LLC's ("GoDaddy") new first-lien, senior secured
credit facilities, including a $1.77 billion, seven-year term loan,
and a $1.0 billion, five-year revolving credit facility. Term loan
proceeds will be used to repay an equal amount of term loan debt
scheduled to mature in February 2024. The revolver, upsized from
$600 million currently, remains undrawn, and is being put in place
to accommodate GoDaddy's increasing scale. All of GoDaddy's other
ratings, including the Ba2 corporate family rating and Ba2-PD
probability of default rating, Ba1 rating on an existing, $735
million (remaining principal) Term Loan B, and Ba3 ratings on $1.4
billion in senior unsecured notes are unaffected. GoDaddy's SGL-1
liquidity score is unchanged as well. The outlook is stable.
The following ratings/assessments are affected by the action:
New Assignments:
Issuer: Go Daddy Operating Company, LLC
Senior Secured 1st Lien Term Loan, Assigned Ba1 (LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Assigned Ba1
(LGD3)
RATINGS RATIONALE
The leverage-neutral refinancing pushes out revolver and term-loan
maturities to late 2027 and 2029, respectively, from early 2024,
while the revolver expansion contemplates the maintenance of
liquidity capacity proportionate to GoDaddy's scale. The company
seeks to maintain a liquidity facility that is a certain percentage
of its EBITDA. Since 2017, GoDaddy's Moody's-adjusted EBITDA has
grown by nearly 22% annually, to better than $750 million as of LTM
June 30, 2022, while revenue has grown at a roughly 14% CAGR. The
new, $1.0 billion revolver will allow for that rapid profitability
growth.
GoDaddy's Ba2 CFR reflects the company's: i) leading market
position as the largest domain name registrar, with a strong and
expanding global brand presence and differentiated valued
offerings; ii) highly recurring and predictable subscription
revenue generated from a loyal and growing base of more than 21
million customers; iii) Moody's expectation for annual organic
revenue growth of about 10% over the next 12-18 months; iv)
projected very good liquidity, including annual free cash flow
approaching $1 billion and free cash flow-to-debt (Moody's
adjusted) in excess of 20% over the next 12-18 months; and v)
Moody's expectation that GoDaddy will operate within management's
publicly stated net debt to cash EBITDA target of 2.0-4.0x. The
company has delevered faster than Moody's expectations, with
Moody's-adjusted debt-to-EBITDA at 5.3x for the twelve months
ending June 30, 2022. Leverage has been trending favorably over the
last 18 months, while free-cash-flow to debt has held in the
mid-teen percentages.
GoDaddy's credit profile is constrained by: i) its high
debt-to-EBITDA leverage and increasingly aggressive
shareholder-friendly activities; ii) its operating within the
mature, intensely competitive and rapidly evolving webservices
industry that has low barriers to entry; iii) significant
investments required to attract and retain customers, develop new
technologies and increase brand awareness; and iv) an inherently
high cost structure relative to its rated peers that drives weaker
profitability.
With a Moody's-expected several-hundred-million-dollar increase in
balance sheet cash over the next year, and no revolver borrowings,
GoDaddy has strong liquidity, as reflected in SGL-1. The strength
of GoDaddy's operating performance, credit metrics, and liquidity
position GoDaddy firmly at the Ba2 CFR.
GoDaddy's stable outlook reflects Moody's expectation of organic
revenue growth of around 10%, annual free cash flow approaching $1
billion over the next 12-18 months, and maintenance of a measured
approach to capital allocation policies.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if GoDaddy maintains strong organic
topline and earnings growth, with diversification increasing, and
if management establishes more conservative financial policies.
The ratings could be downgraded if revenue growth rates decelerate,
subscriber churn increases or market share weakens, free cash flow
declines below 10% of total debt for an extended period, or if
financial strategies become more aggressive.
STRUCTURAL CONSIDERATIONS
After the proposed refinancing, first-lien debt capital comprises a
$1.77 billion term loan due late 2029, an undrawn, $1.0 billion
revolver expiring in late 2027, and the $735 million B term loan
maturing in August 2027. Unsecured debt consists of a $600 million
and an $800 million senior notes issuance due 2027 and 2029,
respectively. The Ba1 rating assigned to the senior secured
obligations reflects the Ba2-PD probability of default rating and
benefits from a first-priority security interest in substantially
all assets of the borrower and material domestic guarantor
subsidiaries. The senior unsecured notes are guaranteed obligations
of Go Daddy Operating Company, LLC and GD Finance Co, LLC. The Ba3
rating assigned to the unsecured obligations reflects the Ba2-PD
PDR and their effective subordination to the senior secured
first-lien credit facilities. However, the growing preponderance of
first-lien debt relative to debt subordinated to it (due, for
example, to the revolver's increased size) pressures the instrument
ratings of the unsecured debt. At present, the respective
one-notch-above and one-notch-below differential for the secured
and unsecured debt ratings relative to the CFR reflects the
proportion of first-lien debt versus debt subordinated to it in the
capital structure. But any incremental first-lien debt issuance or
similar reduction in subordinated debt could lead to the
subordinated debt's being downgraded to B1, two notches below the
CFR.
Go Daddy Operating Company, LLC and GD Finance Co. LLC are
co-borrowers under both the senior secured credit facilities and
unsecured notes. Desert Newco, LLC, is a holding company and the
guarantor of the senior secured credit facility. Publicly listed
GoDaddy Inc. is the audited entity and the direct parent of Desert
Newco LLC and has no business operations of its own. GoDaddy Inc.
does not guarantee the debt instruments, but in its SEC fillings
GoDaddy Inc. reports that there is no material business activity or
interests above Desert Newco, LLC other than its ownership of
limited-liability-company units of Desert Newco.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Go Daddy Operating Company, LLC, is an indirect subsidiary of
publicly-traded GoDaddy Inc., a leading provider of domain name
registration, web hosting and other services to small business.
Moody's expects GoDaddy will generate revenue of about $4.1 billion
in 2022.
GRAY TELEVISION: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Gray Television, Inc.'s (Gray) Long-Term
Issuer Default Rating at 'BB-'. It has also affirmed the senior
secured issue ratings at 'BB+'/'RR1' and senior unsecured issue
ratings at 'BB-'/'RR4'. The Rating Outlook is Stable.
Gray's ratings are supported by the company's scale and market
position with the company's local TV stations reaching roughly 36%
of the U.S., the preponderance of the top-two-ranked ranked
stations in smaller and some larger markets, its concentration in
political battleground geographies and its strong EBITDA margins
that are at the high end of the local broadcaster peer group.
KEY RATING DRIVERS
Acquisition-Related Leverage Change: Gray's acquisitions of Raycom
Media, Inc. (Raycom) in January 2019, Quincy Media, Inc. (Quincy)
in August 2021 and Meredith Corporation's local media broadcast
assets (Meredith) in December 2021 have weighed on Gray's near-term
credit protection metrics. Fitch-calculated pro forma two-year
average leverage peaked at 6.1x following the Meredith acquisition,
where it remained as of June 30, 2022.
Fitch expects Gray will prioritize deleveraging such that leverage
returns below Fitch's 5.5x negative sensitivity by 2023. However,
Fitch notes deleveraging could be delayed by a potential
advertising recession in 2023, accelerated market dislocation,
integration issues, operating weakness, potential retransmission
contract disputes or more aggressive than expected shareholder
returns.
Strong Television Portfolio: As a result of the acquisitions, Gray
covers 36% of U.S. television households. Its strong portfolio of
assets includes #1 ranked stations in 80 of its 113 markets
(approximately 71%) and #2 ranked stations in another 20
(approximately 18%). Station ranking is very important to
advertisers, especially for political advertising, with the #1 or
#2 ranked stations garnering a significant portion of political
revenues directed at local television broadcasters in a given
market.
Gray is the second largest U.S. broadcaster by revenue and number
of markets. Gray's larger scale allows the company to strengthen
its national advertising sales and improve its negotiating position
in retransmission and affiliate renewals. Gray network affiliations
are weighted toward CBS and NBC. Fitch expects Gray will reduce
station acquisitions due to Gray's proximity to the 39% national
audience reach cap.
Advertising Exposure: Advertising revenues accounted for roughly
48% of Gray's average two-year total pro forma revenues, excluding
revenues from political advertisements. However, although this
continues to represent a large portion of Gray's revenues, it is
down significantly from the mid-60% in 2017 due primarily to the
growth in retransmission revenues. Fitch expects Gray's reliance on
advertising to continue declining, better positioning Gray to
manage through weaker advertising markets. Fitch continues to
remain cautiously optimistic about overall ad market expectations
but expects legacy mediums to continue losing share.
Advertising Market: Advertising spending in 2021 experienced
significant growth as the market snapped back from the pandemic's
effects faster and stronger than Fitch's expectations. However,
despite a strong start to 2022, certain advertising segments are
showing signs of weakening in line with the overall economy.
Fitch is modelling an advertising recession starting in late 2022
and continuing into 2023, leading to low to mid-single-digit
revenue declines, followed by a recovery into 2024 in line with
historical trends. However, given the current political landscape,
Fitch expects record political advertising in 2022 and 2024, with
2024 also benefitting from the presidential election, which should
minimize if not offset the aggregate decline.
Growing Net Retransmission Revenues: Fitch believes Gray is better
positioned to manage through weaker advertising performance as
contracted retransmission revenues accounted for 46% of ex.
political pro forma FY2021 revenue. Fitch expects retransmission
revenues will grow at a high-single-digit pace over the near term
given the significant gap between a broadcast station's audience
share and its share of multichannel video programming distributors'
(MVPDs) programming fees. Fitch also expects affiliates to continue
sharing an increasing proportion of these fees with the networks
over the rating horizon, although at a much slower growth rate.
Improving FCF: TV broadcasters typically generate significant
amounts of FCF due to high operating leverage and minimal capex
requirements. Gray is expected to continue generating FCF over the
rating horizon given the significant bi-annual growth in political
advertising and increasing retransmission revenue.
Viewer Fragmentation: Gray continues to face the secular headwinds
present in the TV broadcasting sector including declining audiences
amid increasing programming choices, with further pressures from
over-the-top (OTT) internet-based television services. However, it
is Fitch's expectation that local broadcasters, particularly those
with higher-rated stations, will remain relevant and capture
audiences that local, regional and national spot advertisers seek.
Fitch also views positively the increasing inclusion of local
broadcast content in OTT offerings. Growth in OTT subscribers could
provide incremental revenues and offset declines of traditional
MVPD subscribers. However, Fitch does not believe penetration will
be material for Gray over the near term, particularly given the
company's predominance in smaller and medium-sized markets. In
addition, Fitch expects linear subscriber losses to persist in the
low- to mid-single digit range.
DERIVATION SUMMARY
Gray's 'BB-' Issuer Default Rating reflects its smaller scale and
higher leverage relative to the larger and more diversified media
peers like Paramount Global (BBB/Stable) and Warner Bros.
Discovery, Inc. (BBB-/Stable). Gray's ratings reflect the company's
high leverage, which is offset by the company's enhanced scale and
competitive position. Gray is the second largest U.S. station group
by revenue and U.S. TV household reach while maintaining the
highest broadcast revenue per television household owing to its
strong portfolio of highly ranked television stations.
Gray has the first- or second-ranked television stations in
approximately 88% of its 113 markets served. Fitch notes highly
ranked stations garner a larger share of the local and political
advertising revenues in their markets. Gray also has a favorable
mix of affiliated stations weighted toward CBS, NBC and ABC.
Although Gray has a similar leverage profile as The E.W. Scripps
Company (B/Stable), Gray benefits from more number one or number
two ranked stations and has significant exposure in political
battleground geographies. Gray's Fitch-calculated EBITDA margins
are at the upper end of the peer group.
KEY ASSUMPTIONS
- FY2022 includes full contribution in revenue and adjusted EBITDA
from the 2021 acquisitions (Meredith Corporation and Quincy Media,
Inc.);
- Core advertising declines to the low-single digits in 2023,
rebounding in 2024 at a mid-single digits, and then growing at a
low-single digit rate over the rating horizon, reflecting the
operating resiliency of the local and national core advertising
revenue, primarily due to its local top-rated television stations;
- Political advertising revenues of approximately $600 million and
$631 million in 2022 and 2024 (political revenue cycle),
respectively reflecting strong mid-terms and presidential political
years;
- Gross retransmission revenue generation at approximately $1.5
billion for 2022, reflecting contribution from acquisitions, and
then gradually deaccelerating from high-single digits to mid-single
digits;
- Improving EBITDA margins during 2022 at 37%, reflecting full
integration of recent acquisitions and the realization of about $75
million of achieved synergies. For the rest of the projection,
EBITDA margins fluctuating between 31.0% and 37.7% reflecting
continuing pressure on labor costs offsetting with political cycle
revenue and low-single digit organic growth;
- Capex in a range of 6% to 5% of revenues annually;
- Fitch assumes Gray uses a meaningful portion of excess cash flow
to focus on debt reduction and bring leverage back in line with
Fitch's sensitivities;
- $20 million in average per year of additional investments in
broadcasting companies;
- Approximately $60 million per year in acquisitions.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch does not expect any near-term positive rating momentum
given the elevated leverage following the Quincy and Meredith
acquisitions;
- Over the longer term, Fitch-calculated total debt with equity
credit/last eight quarters annualized (L8QA) EBITDA falls below
4.5x and management expresses commitment to maintaining leverage at
this level.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Fitch-calculated total debt with equity credit/L8QA EBITDA
exceeds 5.5x for more than 18-24 months after the Meredith
acquisition's closing.
LIQUIDITY AND DEBT STRUCTURE
Strong Liquidity: Liquidity was supported by $162 million in
balance sheet cash and $496 million of availability under the $500
million revolver as of June 30, 2022. The revolver, upsized by an
aggregate $300 million during 2021 in connection with the Quincy
and Meredith acquisitions, matures in January 2026.
Gray only has $15 million of required annual debt amortization (its
Term Loan D). Gray's next sizable maturity occurs in 2024, when its
Term Loan B matures ($445 million outstanding proforma for the
October 2022 prepayment).
Gray's first-lien credit facilities have modest covenant
protections. The revolver has one financial maintenance covenant, a
first-lien net leverage ratio of 4.50x through Dec. 31, 2023,
stepping down to 4.25x thereafter and is only tested when the
revolver is drawn. The first-lien credit facilities also require a
50% excess cash flow sweep when first-lien net leverage is greater
than 4.50x, stepping down to 25% when leverage is greater than
3.75x and 0% otherwise.
Fitch rates Gray's senior secured credit facilities 'BB+', two
notches higher than the IDR as they are secured by substantially
all of Gray's assets. Fitch does not rate the $650 million Series A
Preferred Stock held by Retirement Systems of Alabama. Fitch has
determined that the Series A preferred stock receives 0% equity
credit, and as such is included in Fitch's leverage calculations in
accordance with established criteria.
ISSUER PROFILE
Gray is the second largest U.S. television broadcaster, measured by
total revenues and markets served. Gray also owns video program
production, marketing and digital businesses including Raycom
Sports, Tupelo-Raycom and RTM studios.
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.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Gray Television Inc. LT IDR BB- Affirmed BB-
senior unsecured LT BB- Affirmed RR4 BB-
senior secured LT BB+ Affirmed RR1 BB+
senior unsecured LT BB- Affirmed RR4 BB-
senior secured LT BB+ Affirmed RR1 BB+
HEALTHIER CHOICES: Acquires Green's Natural Foods Chain
-------------------------------------------------------
Healthier Choices Management Corp. has acquired Green's Natural
Foods, an organic and natural health food and vitamin chain with
eight store locations in New York and Northern New Jersey.
Green's Natural Foods is a chain of premier natural foods stores,
offering organic and all natural products and vitamins from both
top national brands as well as locally sourced specialty brands.
Green's Natural Foods offers everything from organic produce,
natural groceries, dietary supplements, and freshly prepared food.
Green's Natural Foods sells only USDA certified organic produce.
Jeffrey Holman, CEO of HCMC, made this statement regarding the
acquisition, "Green's Natural Foods significantly accelerates the
expansion of our grocery segment. It is yet another step in
solidifying our growth initiatives, and based upon past
performance, we believe this acquisition should approximately
double HCMC's top line revenue yet again, bringing us to
approximately $60,000,000 on an annualized basis."
Mr. Holman concluded, "We believe this transaction offers
compelling value to our shareholders and is a key element in our
endeavor to continue building an attractive, growing business with
first-class capabilities. We expect to leverage our larger
presence and commercial strength to meaningfully accelerate our
sales growth while capitalizing on synergies of the business to
improve our bottom line."
The cash purchase price under the Purchase Agreement is
approximately $5,000,000, with an additional $1,779,802 paid for
inventory at closing. In addition, the Company will assume all
lease obligations for the Stores.
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 $4.04 million for the year
ended Dec. 31, 2021, a net loss of $3.72 million for the year ended
Dec. 31, 2020, 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 June 30, 2022, the Company had $33.83 million in
total assets, $7.26 million in total liabilities, and $26.57
million in total stockholders' equity.
HONX INC: U.S. Bankruptcy Ruling Expected in November 2022
----------------------------------------------------------
Mat Probasco of The St. Thomas Source reports that a Texas judge
said he'd rule on bankruptcy protection for a Hess subsidiary in
early November 2022, potentially opening the door to former
employees in the U.S. Virgin Islands seeking damages for asbestos
exposure.
Judge Marvin Isgur, of the Southern District of Texas bankruptcy
court, said at Monday's hearing he'd take final filings from HONX,
a Hess subsidiary, and a group of its creditors.
The creditors have asked the court to either void Chapter 11
bankruptcy for HONX or convert it to Chapter 7. Either way, the
former owners of St. Croix's long-troubled oil refinery would have
to answer hundreds of lawsuits from Virgin Islanders allegedly hurt
by the gas plants’ toxins, according to the court records.
The HONX bankruptcy, the creditors wrote, is protecting $37 billion
from potential exposure to the asbestos suits. The filing claimed
Hess settled out of court approximately 1,100 asbestos suits over
the last 23 years.
Hess is especially scared of the suit going to trial in the USVI
because of a 2021 change in laws, allowing older or sick people to
have their cases expedited, the creditors claimed.
Legal filings in the case alleges nearly 60 years of environmental
and social ills caused by the refinery, claiming while the oil
plant owners manipulated local workers and government officials,
they also poisoned St. Croix.
Hess ran the refinery on St. Croix's south shore from 1965 to 1998,
allegedly exposing a generation of Crucians to unchecked toxins in
their workplace. Hess sold the refinery to Hovensa, which in turn
sold it to Limetree Bay. Who exactly owns the massive refinery now
has been a matter of debate since it was sold at bankruptcy auction
early this year but Hamilton Refining and Transportation claims to
be the sole owner.
Residents and would-be developers have called for the refinery to
be permanently closed and dismantled. Some claim to have been
sickened by fumes from the plant. Others have asked the
Environmental Protection Agency to declare the sight hazardous and
designated a superfund area. The EPA, however, has been hampered
in its monitoring of such matters by recent U.S. Supreme Court
rulings. In May, 2021, oil spray from the plant coated homes
downwind.
The recent court filing dug into the history of oil refining in St.
Croix, painting a picture of oil barrens taking advantage of USVI
tax breaks and plowing over zoning regulations. Refinery owners
were able to sidestep $6.2 billion in expenses by 1992, the filing
alleges. USVI leaders demanded Hess hire 75 percent locally, making
the refinery an essential part of the territorial economy. But
refinery owners leveraged this influence — employing roughly 15
percent of the local workforce — to extract even more favorable
tax breaks, the court filing claimed.
About Honx Inc.
Honx Inc. is a subsidiary of Hess Corporation, a publicly-traded
global energy company. HONX is the corporate successor of Hess Oil
Virgin Islands Corporation, which owned and operated an oil
refinery in St. Croix, U.S. Virgin Islands from the beginning of
its construction in 1965 until a non-operating entity with minimal
assets consisting primarily of a 50% ownership in a joint venture
from 1998 to 2016, and post-2016 it has continued its corporate
existence solely to manage its alleged asbestos liabilities related
to the refinery.
Honx sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case
No. 22-90035) on April 28, 2022. In the petition signed by Todd R.
Snyder, chief administrative officer, the Debtor disclosed $10
million to $50 million in assets and $500 million to $1 billion in
liabilities.
Judge Marvin Isgur oversees the case.
The Debtor tapped Kirkland & Ellis and Jackson Walker, LLP as
bankruptcy counsels; Piper Sandler Companies/TRS Advisors, LLC as
investment banker and financial advisor; and Bates White, LLC as
asbestos consultant. Stretto, Inc. is the claims, noticing and
solicitation agent.
The Honorable Barbara J. Houser (Ret.) was appointed as the legal
representative for future asbestos claimants in this Chapter 11
case. Ms. Houser tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel; O'ConnorWechsler, PLLC as local counsel; FTI
Consulting, Inc., as financial advisor; and NERA Economic
Consulting as consultant.
IBEC LANGUAGE: Court Approves Disclosure Statement
--------------------------------------------------
Judge Sean H. Lane has entered an order approving the Disclosure
Statement of IBEC Language Institute, Inc.
That the last date by which the holders of claims and interests may
accept or reject the Plan is Nov. 15, 2022, at 5:00 p.m. Eastern
time.
A hearing will be held before the Honorable Sean H. Lane, United
States Bankruptcy Judge, at the United States Bankruptcy Court,
Southern District of New York, White Plains Division, via Zoom for
Government, on Nov. 22, 2022, at 10:00 a.m., or as soon thereafter
as counsel may be heard, to consider: (1) confirmation of the Plan
pursuant to Sec. 1129 of the Bankruptcy Code; and (2) final
applications for allowance of professional compensation and
reimbursement of expenses, with such other and further relief as is
proper under the circumstances.
Nov. 15, 2022, at 5:00 p.m. is fixed as the deadline for filing and
serving any written objections to (a) confirmation of the Plan or
(b) final applications for allowance of professional compensation
and reimbursement of expenses.
About IBEC Language
IBEC Language Institute, Inc., offers courses on American culture
and business English communication skill development to Japanese
business people and their families in New York City.
IBEC Language filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 21-22455) on Aug. 6, 2021. The Debtor was
estimated to have less than $100,000 in assets and less than
$500,000 in liabilities as of the bankruptcy filing. The Debtor is
represented by Dawn Kirby, Esq. of KIRBY AISNER & CURLEY LLP.
IBIO INC: Files Another Provisional Patent With USPTO
-----------------------------------------------------
iBio, Inc. said it filed a provisional patent with the United
States Patent and Trademark Office entitled, "Chemokine Receptor 8
(CCR8) Antibodies," relating to materials and methods for treating
cancer, and particularly to the use of anti-CCR8 antibodies to
reduce or eliminate cells that express CCR8, and to treat cancer.
The Company now owns or licenses a total of 107 patents, of which
101 are owned and six are licensed. Of the 101 owned patents, 25
are issued in the U.S. and 76 are international.
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com-- is a plant-based biologics
manufacturing company. Its FastPharming System combines vertical
farming, automated hydroponics, and novel glycosylation
technologies to rapidly deliver high-quality monoclonal antibodies,
vaccines, bioinks and other proteins. iBio is developing
proprietary products which include biopharmaceuticals for the
treatment of cancers, as well as fibrotic and infectious diseases.
The Company's subsidiary, iBio CDMO LLC, provides FastPharming
Contract Development and Manufacturing Services along with
Glycaneering Development Services for advanced recombinant protein
design.
iBio reported a net loss attributable to the Company of $50.30
million for the year ended June 30, 2022, a net loss attributable
to the Company of $23.21 million for the year ended June 30, 2021,
a net loss attributable to the company of $16.44 million for the
year ended June 30, 2020, and a net loss attributable to the
Company of $17.59 million for the year ended June 30, 2019. As of
June 30, 2022, the Company had $99.41 million in total assets,
$35.92 million in total liabilities, and $63.48 million in total
equity.
INTERNATIONAL REALTY: Court Confirms Plan
-----------------------------------------
Judge Maria Ellena Chavez-Ruark has entered an order confirming the
Plan of International Realty Partners, LLC.
Should Lima One Capital, LLC, expend money for the satisfaction of
real estate taxes or property insurance it shall be entitled to
increase its claim by the amount expended.
All assets of the Debtor shall be held by the Debtor free and clear
of the liens, claims, and interests of all creditors and other
parties in interest provided for in the Plan, except for liens as
specifically provided in the Plan.
The Plan complies with the provisions of Chapter 11 of the
Bankruptcy Code.
The Plan has been proposed in good faith and not by any means
forbidden by law.
Each holder of a claim or interest has accepted the Plan or will
receive or retain under the Plan on account of such claim or
interest property of a value, as of the effective date of the Plan,
that is not less than the amount that such holder would receive or
retain if the Debtor were liquidated under Chapter 7 of the
Bankruptcy Code on such date.
Each class of creditors or interest holders has accepted the Plan
or is not impaired under the Plan, or the provisions of 11 U.S.C.
Secs. 1129(b)(2)(B) and (c) have been complied with by the
provisions of the Plan.
About International Realty Partners
International Realty Partners, LLC, is in the business of acquiring
properties, then renovating, remodeling and reselling them.
International Realty Partners filed a Chapter 11 bankruptcy
petition (Bankr. D. Md. Case No. 22-10754) on Feb. 15, 2022,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Cohen, Baldinger & Greenfeld, LLC.
K&N PARENT: Moody's Cuts CFR to Caa3 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded K&N Parent, Inc.'s
probability of default rating to Caa3-PD/LD from Caa2-PD following
the limited default due to an extension of its grace period for
missed debt payments. Moody's also downgraded K&N's corporate
family rating to Caa3 from Caa2, senior secured first lien credit
facilities to Caa3 from Caa1 and second lien term loan to Ca from
Caa3. Lastly, the rating agency changed the outlook to negative
from stable.
K&N failed to make required principal and interest payments on its
senior secured credit facilities for the quarter ending September
2022, and obtained extensions to the original grace period to
October 31, 2022. Moody's views the extensions of the grace periods
for missed debt payments to be a limited default.
Further, K&N has entered into a priority first lien bridge facility
to provide additional liquidity during the extended grace period.
The bridge facility primes the existing first and second lien debt
holders, thus leaving those creditors structurally subordinated.
Moody's believes K&N's untenable capital structure and weak
liquidity with upcoming debt maturities will result in a debt
restructuring with potential losses to existing creditors. As such,
governance risk considerations are material to the rating action.
Downgrades:
Issuer: K&N Parent, Inc.
Corporate Family Rating, Downgraded to Caa3 from Caa2
Probability of Default Rating, Downgraded to Caa3-PD/LD from
Caa2-PD
Senior Secured 1st Lien Revolving Credit Facility, Downgraded to
Caa3 (LGD3) from Caa1 (LGD3)
Senior Secured 1st Lien Term Loan, Downgraded to Caa3 (LGD3) from
Caa1 (LGD3)
Senior Secured 2nd Lien Term Loan, Downgraded to Ca (LGD5) from
Caa3 (LGD5)
Outlook Actions:
Issuer: K&N Parent, Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
K&N's Caa3 CFR primarily reflects its unsustainably high financial
leverage, declining demand for its products, and weak liquidity
resulting from continually negative free cash flow. The rating is
further constrained by ongoing commercial and operational changes
to its business, most notably relocating its production and
distribution facilities, which have consumed liquidity. The rating
is supported by the favorable competitive position of K&N's
filtration products in the automotive aftermarket, which have
historically yielded strong EBITA margins.
In Moody's view, governance risk has a very highly negative impact
on K&N's credit profile. The multi-year relocation efforts and
other restructuring initiatives undertaken by the company have
resulted in very high leverage and weak liquidity. Over the past
few years, K&N has been reliant on additional debt and equity
investments to fund its operations and corporate initiatives.
The negative outlook reflects the risk that K&N pursues a debt
restructuring that results in significant losses for existing debt
holders. It also reflects Moody's expectation that demand for K&N's
products will remain pressured over the next twelve months.
Moody's views K&N's liquidity as weak, reflecting a lack of
sufficient cash and free cash flow to meet required debt service
costs. The company's priority first lien bridge facility in place
through January 3, 2023 provides near-term funding needs. Beyond
that, Moody's believes the company will be unable to adequately
address its debt maturities in 2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if K&N materially improves its
earnings and liquidity with at least breakeven free cash flow and
reduced reliance on external credit facilities.
The ratings could be downgraded if the expected recovery rate
declines or the company pursues a more aggressive debt
restructuring.
K&N is a domestically focused designer and manufacturer of
performance automotive aftermarket products. The company's products
include air filters, air intakes, oil filters, exhausts and
accessories. Net revenue for the twelve months ended June 2022 was
approximately $223 million.
The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.
KINTARA THERAPEUTICS: Pauses REM-001 Program to Conserve Funds
--------------------------------------------------------------
Kintara Therapeutics, Inc. said that the REM-001 program in
Cutaneous Metastatic Breast Cancer (CMBC) was paused to conserve
cash which will be used to support the funding of the Company's
ongoing international registrational study for VAL-083 in
glioblastoma (GBM). By pausing the REM-001 program, the Company
expects to save approximately $3.0 million through 2023.
"Unfortunately, we decided to pause our REM-001 program at this
time. CMBC patients and treating physicians have little or no
treatment options for this underserved disease area. We will
continue to explore ways to restart REM-001, including use of
grants from applications currently under review to support the
funding of the planned 15-patient CMBC study. Although this was a
difficult decision, we believe saving approximately $3.0 million
through calendar year 2023 is prudent given the current capital
market conditions," stated Robert E. Hoffman, president and CEO of
Kintara. "We continue to look forward to announcing top-line data
for VAL-083 in GBM from the international registrational GBM AGILE
study around the end of calendar year 2023."
About Kintara
Located in San Diego, California, Kintara Therapeutics, Inc.
(formerly DelMar Pharmaceuticals) is dedicated to the development
of novel cancer therapies for patients with unmet medical needs.
Kintara is developing two late-stage, Phase 3-ready therapeutics
for clear unmet medical needs with reduced risk development
programs. The two programs are VAL-083 for GBM and REM-001 for
CMBC.
Kintara reported a net loss of $22.66 million for the year ended
June 30, 2022, compared to a net loss of $38.30 million for the
year ended June 30, 2021. As of June 30, 2022, the Company had
$15.95 million in total assets, $4.15 million in total liabilities,
and $11.79 million in total stockholders' equity.
San Francisco, CA-based Marcum LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
Sept. 27, 2022, citing that the Company 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.
KOSA REAL ESTATE: Files Amendment to Disclosure Statement
---------------------------------------------------------
Kosa Real Estate LLC submitted an Amended Disclosure Statement for
the Plan of Reorganization dated October 20, 2022.
The immediate cause of the filing of this case was the threatened
foreclosure of the Real Estate by the Class I Creditor Sachem
Capital Corp.
Class I consists of the secured claim asserted by Sachem Capital
Corp. against the Real Estate. The Claim in Class I will not be
impaired. The Class I creditor will be paid the allowed amount of
its claim from the proceeds of a refinancing of the Real Estate.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class II consists of the unsecured claims asserted in this
case. The claims in Class II will be impaired. The Class II
creditors will be paid a one-time dividend of 1% from a
refinancing.
* Class III consists of the membership interest owned by
Marconi Bomfim in the Debtor. Marconi Bomfim will each retain his
100% membership interest in the Debtor and will not be impaired.
The Debtor will refinance his present loan on the Real Estate, pay
the Class I and Class II creditors and outstanding real estate
taxes to the Town. The Debtor will retain and develop the Real
Estate.
The various refinancing efforts that have been made prior to and
during the court of this case are as follows:
At the time this case was filed, the Debtor was hoping to obtain a
refinancing package with Bankers Capital. Via electronic mail dated
May 18, 2022, the principal of the Debtor had been discussing with
a new lender the possible financing to fund the Plan of
Reorganization in this case.
The undersigned was then informed that on July 20, 2022, that the
Debtor was working on a Grant Agreement with and investment firm in
Vancouver British Columbia with a potential closing within 14 days
of July 10, 2022.
The undersigned was further informed by the principal of the Debtor
as July 26, 2022 that he may be receiving funding which would allow
the Debtor to fund a Plan of Reorganization on August 14, 2022. The
undersigned was then informed by the principal of the Debtor that
funding for a Plan of Reorganization should be available August 16,
2022. The undersigned was then informed that on August 19, 2022
that the funding should be available that day.
The undersigned was informed via electronic mail dated September
19, 2022 that the funding should arrive on September 19, 2022. The
undersigned has received further information from the principal of
the Debtor indicating that he anticipates that the plan funding
will be received by November 15, 2022.
A full-text copy of the Amended Disclosure Statement dated October
20, 2022, is available at https://bit.ly/3SyTGxN from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Gary W. Cruickshank, Esq.
21 Custom House Street, Suite 920
Boston, MA 02110
Tel: (617) 330-1960
E-mail: gwc@cruickshank-law.com
About Kosa Real Estate LLC
Kosa Real Estate LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 22-40079) on Feb. 9, 2022, disclosing as
much as $1 million in both assets and liabilities. Judge
Christopher J. Panos oversees the case.
The Debtor is represented Gary W. Cruickshank, Esq., an attorney
practicing in Boston.
KOSSOFF PLLC: Trustee Want to Recover $1.6-Mil. Rent at Le Triomphe
-------------------------------------------------------------------
The trustee of now-defunct real estate law firm Kossoff PLLC is
seeking to claw back $1.6 million from the landlord and property
manager of a swanky New York City apartment complex.
In ALBERT TOGUT, in His Capacity as Chapter 7 Trustee of the Estate
of Kossoff PLLC, Plaintiff, vs. ROC LE TRIOMPHE ASSOCIATES LLC,
HAMPTON MANAGEMENT CO., LLC, and MITCHELL H. KOSSOFF, Adv. Pro. No.
22-01158 (Bankr. S.D.N.Y.), the Trustee seeks to avoid $1,616,798
paid by prominent real-estate attorney Mitchell H. Kossoff to rent
his apartment at the "Le Triomphe" building in New York.
Roc is an affiliate of the Olnick Organization, a New York-based
real estate developer. Hampton was property manager for Olnick.
On or about March 1, 2008, the parties entered into a lease
pursuant to which Roc leased an apartment in the residential "Le
Triomphe" building to Kossoff in New York, New York.
"For years, Kossoff used funds in the Debtor's bank accounts to pay
the monthly rent for his personal family residence. This
obligation -- which, at one point, exceeded $19,000 per month --
was that of Kossoff and Kossoff alone. The Debtor never had any
contractual or legal obligation to make payments to Kossoff's
personal apartment landlord. Those funds belonged to the Debtor and
should have been available to the Debtor's creditors," according to
the Trustee.
About Kossoff PLLC
Kossoff PLLC is a real estate law firm based in New York City. It
operated as a law firm with offices located at 217 Broadway in New
York City. The firm held itself out as a law firm that provided
full-service real estate legal services specializing in litigation
and transactional matters, including leasing, sale and acquisition
of real property, commercial landlord tenant matters, real estate
litigation, and city, state and federal agency regulatory matters.
Mitchell H. Kossoff, the firm's founder and only known managing
member, is alleged to have failed to and/or refused to return
millions of dollars of client funds when requested by clients.
Since on or about April 1, 2021, Kossoff's whereabouts have been
unknown, and Kossoffhas ceased all communications with the Debtor's
clients and with the attorneys and staff who were employed by the
Debtor.
Kossoff PLLC is subject to an involuntary petition for Chapter 7
bankruptcy (Bankr. S.D.N.Y. Case No. 21-10699) by creditors on
April 13, 2021. The case is handled by Honorable Judge David S.
Jones.
Gran Sabana Corp NV, Louis & Jeanmarie Giordano, and other former
clients of the Debtor signed the involuntary petition. Carter
Ledyard & Milburn LLP, led by Aaron R. Cahn, represents the
petitioners.
Veteran restructuring lawyer Albert Togut of Togut, Segal & Segal
LLP, was named as Chapter 7 Trustee. He tapped his own firm as
counsel in the case.
LATOUR & SONS: Files for Chapter 11; US Trustee Seeks Dismissal
---------------------------------------------------------------
Latour & Sons Trucking Inc. filed for chapter 11 protection in the
District of Massachusetts without stating a reason.
According to court filings, Latour & Sons Trucking estimates $1
million to $10 million in debt to 1 to 49 creditors. The petition
states that funds will not be available to unsecured creditors.
The U.S. Trustee immediately filed a motion to dismiss the Chapter
11 case. Pursuant to 28 U.S.C. Secs. 586(a)(3)(G), (a)(8) and 11
U.S.C. Secs. 1112(b), the United States Trustee requests that the
Court enter an order dismissing this case, because the Debtor has
failed to provide the United States Trustee with evidence that the
Debtor is maintaining in force the appropriate insurance coverage
for its business, to wit, Workers' Compensation insurance.
The Debtor has yet to file its statements and schedules. The Court
entered an Order to Update, requiring statements and schedules to
be filed by Oct. 31, 2022.
About Latour & Sons Trucking
Latour & Sons Trucking Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
22-40750) on Oc. 17, 2022. In the petition filed by Scott Latour,
as president, the Debtor reported assets and liabilities between $1
million and $10 million each. The Debtor is represented by James
P. Ehrhard of Ehrhard & Associates, P.C.
LYNCH FAMILY: Files for Chapter 11 to Stop Foreclosoure
-------------------------------------------------------
Lynch Family Holdings LLC filed for chapter 11 protection in the
Southern District of New York to stop a foreclosure of its
property.
The Debtor's principal asset is the ownership of the property at
2019 W. 138th Street, New York, NY 10030, valued at $1.7 million to
$2 million. William Lynch, III, is the principal of the Debtor.
There is a current pending foreclosure action -- Velocity
Commercial Capital, LLC vs Lynch Family Holdings, LLC, Index No.
850280/2019. A sale of the Debtor's property was scheduled for
Oct. 19, 2022.
The Debtor disclosed $2 million in assets against $2.7 million in
liabilities in documents attached to the petition. The secured
creditor, Velocity Commercial, has a claim of $2.4 million. Lynch
Family Holdings estimated 1 to 49 creditors and said that funds
will not be available to unsecured creditors.
About Lynch Family Holdings
Lynch Family Holdings LLC is a Single Asset Real Estate (as defined
in 11 U.S.C. Sec. 101(51B)).
Lynch Family Holdings LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11387) on
October 17, 2022. In the petition filed by William Lynch III, as
principal member, the Debtor reported assets and liabilities
between $1 million and $10 million.
The Debtor is represented by Charles A. Termini, Esq.
METRO SERVICE: Wins Cash Collateral Access Thru Nov 23
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
authorized Metro Service Group, Inc. to use cash collateral on an
interim basis in accordance with the budget, with a 20% variance,
through the final hearing set for November 23, 2022.
The Debtor and McCormick 101, LLC admit, stipulate, acknowledge and
agree that the Debtor granted to JPMorgan Chase Bank, N.A., who
thereafter assigned same to McCormick, certain continuing valid and
first-priority liens and security interests in and to, among other
things, all of the Debtor's personal property, equipment, general
intangibles, contracts, accounts receivable and the proceeds
thereof, including, without limitation, all cash collateral
generated and/or in the Debtor's possession as of the Petition Date
to secure all of the Debtor's prepetition obligations to
McCormick.
As partial adequate protection for the Debtor's use of cash
collateral, McCormick is granted replacement security interests in
and liens upon assets of the Debtor and its estate and all proceeds
and products of that personal property, and distributions thereon,
and post-petition accounts and cash to the extent that McCormick
prepetition possessed a valid and perfected security interest and
lien in any such accounts and/or cash, in the same respective
priority they held prior to the Petition Date.
The respective Adequate Protection Liens granted to McCormick will
be subject only to the Carve Out and valid, perfected, enforceable,
and unavoidable liens and security interests granted by the Debtor
or operation of law to any person or entity that were superior in
priority to the prepetition security interests and liens held by
McCormick.
The Carve-Out means (i) the unpaid fees and expenses of the Clerk
of the Bankruptcy Court and the U.S. Trustee pursuant to 28 U.S.C.
section 1930(a)(6) and 28 U.S.C. section 156(c), (ii) payment of
any budgeted item, exclusive of Professional Fees, that was
incurred but unpaid at the time the Debtor’s right to use cash
collateral is terminated; and (iii) the reasonable unpaid fees,
disbursements, costs, and expenses, not to exceed the total of
$75,000 per month, incurred by the Debtor's professionals and any
professional retained by any official committee of unsecured
creditors or other similar committee appointed by the Bankruptcy
Court prior to the termination of the use of cash collateral and in
accordance with the Budget, to the extent allowed by the Bankruptcy
Court, whether by interim order, procedural order or otherwise.
In addition to the Adequate Protection Liens, the Court grants
McCormick a superpriority lien against the Debtor and its estate
with priority over any and all other expenses and claims entitled
to priority under Section 507(a) of the Bankruptcy Code (except for
the Carve Out) to the extent of any diminution in the value of
McCormick's cash collateral, and to the fullest extent provide for
in Section 507(b) of the Bankruptcy Code.
Notwithstanding its Adequate Protection Liens and Superpriority
Claim, McCormick may not claw back any payment made pursuant to the
approved Budget. The Debtor each month will escrow the $75,000
Professional Fee Cap and the liens and claims granted will not
attach to the escrow.
McCormick is further entitled to periodic payments of two $55,000
payments per month. The Adequate Protection Payments for the use of
McCormick's cash collateral in any given month are due every two
weeks beginning on October 21, 2022, and continuing for four
payments through and including December 2, 2022, at which point,
the payments will revert to single monthly payments of $110,000,
subject to any revisions agreed upon by the parties and approved by
the Court at the November 23 hearing.
The Debtor will: (a) continue to keep their assets fully insured
against all loss, peril and hazard; and (b) pay any and all
post-petition taxes, assessments and governmental charges with
respect to the collateral that serves as security for the McCormick
debt that are billed after the Petition Date.
The Debtor's right to use cash collateral will terminate
immediately if the City of New Orleans terminates its contract(s)
for residential or commercial waste collection with Metro. The
Debtors' right to use cash collateral with terminate for breach of
the Interim Order if, after written notice given the Debtor's
counsel, the Debtor fails to cure its default within three business
days of such notice. McCormick's failure to seek relief or
otherwise exercise its rights and remedies under the Interim Order
will not constitute a waiver of any of its rights thereunder.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3gyuhqD from PacerMonitor.com.
The budget provides for total expenses, on a weekly basis, as
follows:
$358,788 for the week ending November 5, 2022;
$542,290 for the week ending November 12, 2022;
$259,682 for the week ending November 19, 2022;
$278,655 for the week ending November 26, 2022;
$359,084 for the week ending December 3, 2022;
$477,194 for the week ending December 10, 2022;
$269,732 for the week ending December 17, 2022;
$278,688 for the week ending December 24, 2022; and
$439,637 for the week ending December 31, 2022.
About Metro Service Group, Inc.
Metro Service Group, Inc. is a multi-faceted corporation with
specific expertise and certifications in the areas of Environmental
Services, Construction/Demolition, and Disaster Response and
Recovery. Metro Service is a licensed contractor, certified in
building construction; heavy construction; highway, street and
bridge construction; municipal and public works construction, and
solid waste management.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. La. Case No. 22-11197) on October 6,
2022. In the petition signed by Jimmie Woods, president, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge Meredith S. Grabill oversees the case.
Douglas S. Draper, Esq., at Heller Draper & Horn, LLC, is the
Debtor's counsel.
NATIONAL CINEMEDIA: Misses Interest Payment to Bondholders
----------------------------------------------------------
Bloomberg News and The Wall Street Journal reported that National
CineMedia Inc., which runs advertisements on movie-theater screens,
missed an interest payment that was due to bondholders on Oct. 15,
starting the clock on a 30-day grace period to remedy the
nonpayment.
A coupon of about $11 million was due Oct. 15 on its 5.875% secured
notes due 2028.
According to the Journal, the Company plans to make it belatedly as
it struggles with the rest of the cinema industry to recover from a
pandemic downturn, people familiar with the matter said.
About National CineMedia
National CineMedia Inc. (NCM) is a cinema advertising network in
the U.S., the Company unites brands with the power of movies and
engage movie fans anytime and anywhere. NCM's Noovie pre-show is
presented exclusively in 50 leading national and regional theater
circuits including AMC Entertainment Inc. (NYSE:AMC), Cinemark
Holdings, Inc. (NYSE:CNK) and Regal Entertainment Group (a
subsidiary of Cineworld Group PLC, LON: CINE). NCM's cinema
advertising network offers broad reach and audience engagement with
over 20,700 screens in over 1,600 theaters in 195 Designated Market
Areas (all of the top 50). NCM Digital and Digital-Out-Of-Home
(DOOH) go beyond the big screen, extending in-theater campaigns
into online, mobile, and place-based marketing programs to reach
entertainment audiences. National CineMedia, Inc. (NASDAQ:NCMI)
owns a 48.3% interest in, and is the managing member of, National
CineMedia, LLC. On the Web: HTTP://www.ncm.com/ and
HTTP://www.noovie.com/
National Cinemedia reported a net loss attributable to the company
of $48.7 million in 2021, compared to a net loss attributable to
the company of $65.4 million for the year before. For the six
months ended June 30, 2022, the Company reported a net loss
attributable to the company of $25.9 million on $103 million of
revenue compared to a net loss attributable to the company of $42.1
million on $19.4 million of revenue for the six months ended July
1, 2021.
As of June 30, 2022, the Company had $789.9 million in total
assets, $1.22 billion in total liabilities, and a total deficit of
$431.3 million.
* * *
In July 2022, S&P Global Ratings affirmed all its ratings on
National CineMedia Inc. (NCM), including the 'B-' issuer credit
rating, and revised its outlook to negative from stable.
The negative outlook reflects the risk that the expected recovery
in theater attendance and in-theater advertising could be slower
than expected, leading to revenues remaining below 65% of 2019
levels, elevated leverage, and negative free operating cash flows
(FOCF). It also reflects the risk that the company cannot amend
and extend its revolving credit facilities well ahead of when they
become due in June 2023.
S&P said, "We expect the domestic box office to recover
substantially through 2023, but attendance trends lag our prior
expectations. We recently revised our domestic box office
expectations to reflect year-to-date performance and the favorable
film slate over the next 12 months. While lower than our previous
expectations, we believe the 2022 domestic box office could reach
$7.5 billion-$8 billion and rise above $9 billion in 2023. This
solid recovery is helped by our expectations for elevated average
ticket prices over the next two years. However, attendance will be
a laggard in this recovery, with 2022 attendance over 65% of 2019
levels and approaching 80% in 2023, lower than the recovery of the
overall box office. As an in-theater advertiser that charges
clients based on cost per thousand impressions, NCM's revenues will
likewise lag the recovery of the overall box office."
NEXTPLAY TECHNOLOGIES: Unit Gets Commitment for $15M Investment
---------------------------------------------------------------
NextPlay Technologies, Inc. said it has entered into a binding
commitment for a $15 million strategic investment into its
NextFintech Division from an institutional investor. This
investment commitment consists of the purchase of shares of common
stock in NextFintech at a pre-money valuation of $150 million for
NextFintech, warrants to purchase shares in NextPlay beneficially
owned by NextBank and an option to convert said NextFintech shares
into up to an 18.8% equity interest in NextBank.
NextPlay's NextFintech Division is comprised of NextBank
International, an online bank operating in Puerto Rico and serving
primarily international clients; NextShield, digital insurance and
re-insurance operations expected to launch in 2023; and Longroot, a
digital asset portal operating in Thailand.
"In spite of the challenging market conditions, we see immediate
growth and profitability potential in our NextFintech division,
which has been configured to serve overseas markets," stated
Nithinan Boonyawattanapisut, NextPlay's principal executive
officer. "Over the next 6 months, we will focus our resources on
achieving group profitability via the NextFintech division.
Concurrently, our HotPlay division is working on partnership deals
and preparing for commercial launch of our in-game advertising
platform from which is expected to start generating revenue next
year. This potential financing, combined with our recent news of
an up to $200,000,000 revolving credit facility at our NextBank,
are remarkable achievements in these poor capital market
conditions, and I laud the NextFintech division management team.
We look forward to very near-term expansion in NextBank from a B2B
model, serving corporations and family offices to a B2C model, by
mid next year, which will allow us to take another significant leap
in terms of growth at scale."
Further commenting on the strategic and timely funding commitment,
Todd Bonner, chairman of the board of directors of NextPlay and
head of the company's NextFintech division stated: "The world of
Fintech is undergoing massive change and enterprises need to adapt
to remain competitive. We are seeing tremendous interest from
companies, family offices and high-networth individuals seeking a
fundamental shift from legacy banking and financial management to a
more integrated, online, and digital approach including
new-generation asset design and management, relevant on-demand
insurance protection, and rapidly deployed, tailored loan
availability. Partners on the lending and distribution side are
reaching out to NextFintech. This is an exciting time in our
NextPlay and NextFintech evolution and in this turmoil, we see
great opportunity."
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
-- nextplaytechnologies.com -- is a technology solutions company
offering games, in-game advertising, crypto-banking, connected TV
and travel booking services to consumers and corporations within a
growing worldwide digital ecosystem. NextPlay's engaging products
and services utilize innovative AdTech, Artificial Intelligence and
Fintech solutions to leverage the strengths and channels of its
existing and acquired technologies.
NextPlay reported a net loss of $40.41 million for the year ended
Feb. 28, 2022, compared to a net loss of $1.63 million for the
period from March 6, 2020 to February 28, 2021. As of May 31,
2022, the Company had $106.49 million in total assets, $43.34
million in total liabilities, and $63.14 million in total
stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 17, 2022, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.
NIELSEN HOLDINGS: Moody's Withdraws 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Nielsen
Holdings plc ("Nielsen" or the "company"), The Nielsen Company
(Luxembourg) S.a.r.l. and Nielsen Finance LLC, including the Ba3
Corporate Family Rating, Ba1 senior secured credit facilities
ratings and B2 senior unsecured notes ratings following the recent
announcement that Nielsen has completed the previously announced
sale of the company to a private equity consortium via a
take-private LBO transaction. In connection with the transaction
closing, Nielsen has fully repaid and extinguished the existing the
bank credit facilities (comprising $3.4 billion of term loans
(original face amount) and $850 million revolving credit facility)
and repaid $3.456 billion of the $3.5 billion outstanding unsecured
notes via a completed cash tender offer (which leaves only $43.9
million of non-tendered notes).
RATINGS RATIONALE
Withdrawal Reasons
Moody's has withdrawn the ratings on Nielsen's bank credit
facilities because the obligations are no longer outstanding and on
the non-tendered notes for its own business reasons.
Moody's has decided to withdraw the ratings for its own business
reasons.
SUMMARY OF THE RATING ACTIONS
Withdrawals:
Issuer: Nielsen Holdings plc
Corporate Family Rating, Withdrawn, previously rated Ba3, Placed
On Review For Downgrade
Probability of Default Rating, Withdrawn, previously rated Ba3-PD,
Placed On Review For Downgrade
Speculative Grade Liquidity Rating, Withdrawn, previously rated
SGL-2
Issuer: Nielsen Finance LLC
$1,125 Million Senior Secured Term Loan A due 2023, Withdrawn,
previously rated Ba1 (LGD2), Placed On Review For Downgrade
Issuer: Nielsen Finance LLC (Co-Borrowers: TNC (US) Holdings Inc.
and Nielsen Holding and Finance B.V.)
$2,303 Million Senior Secured Term Loan B4 due 2023, Withdrawn,
previously rated Ba1 (LGD2), Placed On Review For Downgrade
$850 Million Senior Secured Revolving Credit Facility due 2023,
Withdrawn, previously rated Ba1 (LGD2), Placed On Review For
Downgrade
Issuer: Nielsen Finance LLC (Co-Borrower: Nielsen Finance Co.)
$1,000 Million 5.625% Senior Unsecured Notes due 2028, Withdrawn,
previously rated B2 (LGD5), Placed On Review For Downgrade
$625 Million 4.500% Senior Unsecured Notes due 2029, Withdrawn,
previously rated B2 (LGD5), Placed On Review For Downgrade
$750 Million 5.875% Senior Unsecured Notes due 2030, Withdrawn,
previously rated B2 (LGD5), Placed On Review For Downgrade
$625 Million 4.750% Senior Unsecured Notes due 2031, Withdrawn,
previously rated B2 (LGD5), Placed On Review For Downgrade
Issuer: The Nielsen Company (Luxembourg) S.a.r.l.
$500 Million 5.000% Senior Unsecured Notes due 2025, Withdrawn,
previously rated B2 (LGD5), Placed On Review For Downgrade
Outlook Actions:
Issuer: Nielsen Holdings plc
Outlook, Changed To Rating Withdrawn From Rating Under Review
Issuer: Nielsen Company (Luxembourg) S.a.r.l., The
Outlook, Changed To Rating Withdrawn From Rating Under Review
Issuer: Nielsen Finance LLC
Outlook, Changed To Rating Withdrawn From Rating Under Review
With headquarters in Oxford, England and New York, NY, and
operations in more than 55 countries, Nielsen Holdings plc is a
global measurement and data analytics company providing Audience
Measurement, Impact and Gracenote content solutions. Revenue
totaled approximately $3.5 billion for the twelve months ended June
30, 2022.
NORDIC AVIATION: Professionals Fee Application Gets Approval
------------------------------------------------------------
Bankruptcy Judge Kevin R. Huennekens, on Tuesday, Oct. 18, 2022,
approved the fee applications of the professionals retained in the
Chapter 11 case of Nordic Aviation Capital Pte. Ltd. and its
affiliated debtors.
The Court believes that the Retained Professionals should be paid
for the work they contributed to the restructuring process. No
objection was raised to the payment of any of the professional fees
in these Chapter 11 Cases because it was clear to all the impacted
parties that the Retained Professionals brought considerable value
to the restructuring process -- exponentially more than they seek
in fees. The Retained Professionals created the roadmap for the
Plan to be approved -- they did so at 10% below the amounts
budgeted. The Court concludes that the work performed by the
Retained Professionals grew the estate, and payment for the
services they rendered will not deplete it.
I. Debtors' Counsel
(1) Kirkland and Ellis LLP and Kirkland & Ellis International
LLP, lead counsel to the Debtors is entitled to the aggregate
amount of $14,438,569 in fees and expenses.
(2) Kutak Rock LLP, co-counsel for the Debtors is entitled to
an award of compensation in the amount of $440,310 and to
reimbursement of the expenses it incurred in the amount of $48,500.
(3) William Fry LLP, special Irish counsel for the Debtors is
entitled to an award of compensation in the aggregate amount of
EUR1,350,975 in fees and expenses.
(4) Clifford Chance LLP, special counsel to the Debtors with
regard to aviation matters, is entitled to an award in the
aggregate amount of $9,021,116.
(5) Gorrissen Federspiel Advokatpartnerselskab, special Danish
counsel to the Debtors, is entitled to the aggregate amounts of DKK
872,091 and EUR18,331 in fees and expenses.
II. Disinterested Directors' Counsel
A. Quinn Emanuel, special counsel for the NAC DAC Disinterested
Directors, is entitled to an award of compensation in the amount of
$415,237 and to reimbursement of the expenses it incurred in the
amount of $51.
B. Katten Muchin, special counsel for the NAC 29 Disinterested
Directors, is entitled to $713,247 in fees and expenses.
C. Special Counsel for the NAC A/S Debtors' Disinterested
Directors
(1) McDonald Hopkins LLC, special counsel to advise on Conflict
Matters, is entitled to a total fee award of $274,959.
(2) Spiro & Browne PLC, local special counsel to the
Disinterested Directors of the NAC A/S Debtors, is entitled to a
total award of $7,800.
D. Special Counsel for the NAC 33/34 Debtors' Disinterested
Directors
(1) Cole Schotz P.C., conflicts counsel to NAC 33/34 Debtors'
Disinterested Directors, is entitled to final compensation in the
amount of $206,590 and reimbursement of expenses in the amount of
$8.40.
(2) Ronald Page PLC, local Conflicts Counsel to Disinterested
Directors of the NAC 33/34 Debtors, is entitled to compensation in
the amount of $45,028 and reimbursement of expenses in the amount
of $161.
E. Special Counsel for the NAC Pte. Debtors' Disinterested
Directors
(1) Cozen O'Connor, conflicts counsel to NAC Pte. Debtors, is
entitled to a total fee award of $90,177.
(2) Canfield Wells LLP, local conflicts counsel to the
disinterested directors of the NAC Pte. Debtors, is entitled to a
total award of $8,800 in fees.
F. McDermott Will & Emery LLP, special counsel for the JOLCO
Entities' Disinterested Directors, is entitled to a total award of
$342,212 in fees and expenses.
G. Special Counsel for the NAC 17/20 Debtors' Disinterested
Directors
(1) Klehr Harrison Harvey Branzburg LLP, special counsel to the
Disinterested Directors of the NAC 17/20 Debtors, is entitled to
compensation in the amount of $93,981 and reimbursement
of expenses in the amount of $5.26.
(2) Hirschler Fleischer P.C., local special counsel to the
disinterested directors of the NAC 17/20 Debtors, is entitled to
compensation in the amount of $16,653 and reimbursement of expenses
in the amount of $166.
III. Financial Professionals
A. Rothschild & Sons Limited, financial advisor and investment
banker to the Debtors, is entitled to a fee award in the total
amount of $18,415,832 for the services it provided in these Chapter
11 cases.
B. KPMG Ireland, provides auditing services to the Debtors
incorporated in Ireland and the United Kingdom, is entitled to the
total award of $423,653/€399,673 in fees and expenses.
C. Ernst & Young (EY)
(1) EY US, tax and restructuring advisors to the Debtors, is
entitled to $6,422,790 in fees.
(2) EY UK, as UK restructuring and tax advisors to the Debtors,
is entitled to the total award of £404,919 in fees.
(3) EY Ireland, as Irish tax and restructuring advisors to the
Debtors, is entitled to the total award of €2,001,747 in fees.
(4) EY Denmark, as Danish restructuring and tax advisors to the
Debtors, is entitled to the total award of €107,770 in fees and
expenses.
IV. Administrative Advisor
Epiq Corporate Restructuring LLC, as Administrative Advisor to the
Debtors, is entitled to a total fee award in the aggregate amount
of $233,749.
A full-text copy of the Memorandum Opinion dated Oct. 18, 2022, is
available at https://tinyurl.com/3s77xe4c from Leagle.com.
About Nordic Aviation Capital
Nordic Aviation Capital is the leading regional aircraft lessor
serving almost 70 airlines in approximately 45 countries. Its fleet
of 475 aircraft includes ATR 42, ATR 72, De Havilland Dash 8,
Mitsubishi CRJ900/1000, Airbus A220 and Embraer E-Jet family
aircraft.
On Dec. 17, 2021, Nordic Aviation Capital Pte. Ltd., NAC Aviation
17 Limited, NAC Aviation 20 Limited, and Nordic Aviation Capital
A/S each filed petitions seeking relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Va.). On Dec. 19, 2021, Nordic
Aviation Capital Designated Activity Company and 112 affiliated
companies also filed petitions seeking Chapter 11 relief. The lead
case is In re Nordic Aviation Capital Designated Activity Company
(Bankr. E.D. Va. Lead Case No. 21-33693).
Judge Kevin R. Huennekens oversees the cases.
The Debtors tapped Kirkland & Ellis and Kutak Rock, LLP as
bankruptcy counsel and the law firms of Clifford Chance, LLP,
William Fry, LLP and Gorrissen Federspiel as corporate counsels.
N.M. Rothschild & Sons Limited, Ernst & Young, LLP and
PricewaterhouseCoopers, LLP serve as the Debtors' financial
advisor, restructuring advisor and tax advisor, respectively. Epiq
Corporate Restructuring, LLC is the claims and noticing agent.
PACIFIC GREEN: Alex Shead Appointed as Independent Director
-----------------------------------------------------------
Pacific Green Technologies, Inc. said that Alexander Shead has been
appointed as an independent director, effective Oct. 16, 2022.
Alex previously served as executive director for the Company from
July 2016 to October 2020.
Alex is Chairman of Lockton Pacific (2012-present), a subsidiary of
Lockton Companies, Inc., a privately held, independent insurance
brokerage firm, ranked 8th largest globally. Alex is also the
Responsible Manager with the Australian Securities and Investments
Commission (ASIC).
In 2008, Alex conceived the award-winning Non-Governmental
Organization (NGO), Food Ladder, and remains Chairman today. Food
Ladder was one of the first NGOs in the world to use
environmentally sustainable technologies to create food and
economic security for communities affected by poverty. Alex was
also the founder of Fair Repairs, a social enterprise which
delivers training and employment opportunities to individuals
suffering from long term unemployment and disadvantage.
Alex is a British, Australian and Swiss national, educated at
Harrow School in England and La Sorbonne University in Paris,
France. In 1993, Alex co-founded Stuart Alexander, leading the
company to become one of the UK's largest insurance and risk
management advisory businesses, ultimately selling to AXA, UK.
In 2004, Alex relocated to Australia where he was a shareholder and
director of Milne Alexander, a boutique insurance broking and
advisory firm. From 2008 to 2014, Alex was the executive chairman
of the Mecon Winsure Insurance Group, one of Australia's leading
insurance and underwriting agencies, acting as a Coverholder for
Lloyd's of London and local Australian insurers. Mecon Winsure
Insurance Group was sold to ASX-listed Steadfast Group Ltd. in
2014.
Alex's track record of creating shareholder value through Merger
and Acquisition (M&A) activity has spanned over three decades.
Alex has a wide range of entrepreneurial experience and an in-depth
knowledge of large-scale enterprise acquisition and operational
integrations, having successfully led over 40 business
transactions.
About Pacific Green Technologies
Pacific Green Technologies, Inc. is focused on addressing the
world's need for cleaner and more sustainable energy. The Company
offers Battery Energy Storage Systems and Concentrated Solar Power
energy solutions to compliment its marine environmental
technologies division.
Pacific Green reported a net loss of $10.75 million for the year
ended March 31, 2022, compared to a net loss of $1.81 million for
the year ended March 31, 2021, and a net loss of $10.38 million for
the year ended March 31, 2020. As of June 30, 2022, the Company
had $32.03 million in total assets, $16.34 million in total
liabilities, and $15.68 million in total equity.
PLUS THERAPEUTICS: Incurs $5.2 Million Net Loss in Third Quarter
----------------------------------------------------------------
Plus Therapeutics, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $5.22 million on $73,000 of grant revenue for the three months
ended Sept. 30, 2022, compared to a net loss of $3.72 million on $0
of grant revenue for the three months ended Sept. 30, 2021.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $14.62 million on $73,000 of grant revenue compared to
a net loss of $9.24 million on $0 of grant revenue for the nine
months ended Sept. 30, 2021.
"The third quarter of 2022 was another period of significant
progress for Plus Therapeutics, highlighted by the achievement of
three key milestones," said Marc H. Hedrick M.D., president and
chief executive officer of Plus Therapeutics. "First, our CPRIT
award of $17.6 million substantially funds the LM program through
Phase 2 for our lead investigational drug, Rhenium-186 Nanoliposome
(186RNL). Second, we moved 186RNL toward a Phase 2 trial for
recurrent GBM, which we expect to initiate in the fourth quarter of
2022. Third, we met our timeline for cGMP 186RNL drug availability
for all future trials. In addition, the combination of current
cash, access to funding, and grant funding, secures our cash runway
through 2025."
As of Sept. 30, 2022, the Company had $23.10 million in total
assets, $11.70 million in total liabilities, and $11.40 million in
total stockholders' equity.
The Company's cash balance was $20.3 million at Sept. 30, 2022,
compared to $18.4 million at Dec. 31, 2021. The Company believes
that cash on hand and anticipated funding from the National
Institute of Health (NIH) and CPRIT are sufficient to fund both its
currently planned overhead and development expenses through 2025.
The Company had an accumulated deficit of $461.5 million as of
Sept. 30, 2022. Additionally, the Company used net cash of $10.7
million to fund its operating activities for the nine months ended
Sept. 30, 2022.
The Company has entered into various financing agreements, and
raised capital by issuing its common stock. The Company believes
its current cash and cash equivalents will be sufficient to fund
its operations for at least the next 12 months from the date these
financial statements are issued.
Plus Therapeutics said, "The Company continues to seek additional
capital through strategic transactions and from other financing
alternatives. If sufficient capital is not raised, the Company
will at a minimum need to significantly reduce or curtail its
research and development and other operations, and this would
negatively affect its ability to achieve corporate growth goals."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1095981/000095017022019798/pstv-20220930.htm
About Plus Therapeutics
Headquartered in Austin, Texas, Plus Therapeutics, Inc. --
http://www.plustherapeutics.com-- is a clinical-stage
pharmaceutical company focused on the discovery, development, and
manufacturing scale up of complex and innovative treatments for
patients battling cancer and other life-threatening diseases.
Plus Therapeutics reported a net loss of $13.40 million for the
year ended Dec. 31, 2021, a net loss of $8.24 million for the year
ended Dec. 31, 2020, a net loss of $10.89 million for the year
ended Dec. 31, 2019, a net loss of $12.63 million for the year
ended Dec. 31, 2018, and a net loss of $22.68 million for the year
ended Dec. 31, 2017. As of June 30, 2022, the Company had $21.27
million in total assets, $11.59 million in total liabilities, and
$9.68 million in total stockholders' equity.
R & E PETROLEUM: Wins Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
authorized R & E Petroleum, LLC to use cash collateral on an
interim basis.
The Court said the Debtor is authorized to pay TCF National Bank,
as assignee of Patriot Capital Corporation, regular monthly
installments due pursuant to the loan documents between TCF and
Debtor in the amount of $1,612 as adequate protection for the
continued use of TCF's collateral.
The Debtor is permitted to pay the U.S. Small Business
Administration regular monthly installments due under Debtor's
COVID-19 Economic Injury Disaster Loan in the original principal
amount of $500,000 as adequate protection for continued use of the
SBA's collateral.
The Debtor is authorized to carve out $10,000 per month for the
benefit of allowed administrative expense claims.
A hearing on the matter is set for December 7, 2022 at 1 p.m.
A copy of the order is available at https://bit.ly/3MZokiE from
PacerMonitor.com.
About R & E Petroleum, LLC
R & E Petroleum, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. La. Case No. 22-11087) on September
20, 2022. In the petition filed by Ragheb "Ray" Chaar,
member/manager, the Debtor disclosed up to $50,000 in assets and
up
to $1 million in liabilities.
Judge Meredith S. Grabill oversees the case.
Leo D. Congeni, Esq., at Congeni Law Firm, LLC, is the Debtor's
counsel.
RENNOVA HEALTH: Provides Q3 2022 Performance Update
---------------------------------------------------
Rennova Health, Inc. Chief Executive Officer Seamus Lagan recently
joined Stock Day host Everett Jolly to provide an update on Q3 2022
performance, and other activities.
Jolly began the interview by referring to the previous quarterly
reports and asked if the Company expected a positive report for the
third quarter. Lagan responded by confirming a continued
improvement in admissions and cash collections and estimated net
revenues for the 3rd quarter were over $4,000,000, making it the
best quarter in the past few years.
Jolly asked if there was any further progress from the previous
press release on the proposed behavioral health services
initiative. Lagan confirmed that new management were finalizing a
plan to open the new business in phases, starting with detox and
residential care utilizing available space at the Company's Big
South Fork Hospital, using another available building on the same
hospital's campus for outpatient services and then considering
long-term options to utilize part of the space at the Company's
closed Jamestown Hospital facility.
Jolly then asked for an update on InnovaQor, Inc. and the plans
after the sale of the Company's software division to InnovaQor.
Lagan confirmed that InnovaQor had recently became a fully
reporting public company and was in the process of changing its
trading symbol (currently VMCS). He further confirmed the
intention of InnovaQor to raise capital to execute on its business
plan and confirmed that Rennova was considering the options and
timing to distribute some of the shares it owned in InnovaQor, to
its shareholders.
Jolly ended the interview by asking Lagan what message he would
like the Company's shareholders to take away from the interview.
Lagan responded by saying that he believed the most recent quarters
demonstrate a continued improvement in the operations and an
ongoing reduction in losses from previous years. He said that he
believed this trend would continue.
To hear Seamus Lagan's entire interview, follow the link to the
podcast here:
https://audioboom.com/posts/8177068-rennova-health-inc-is-featured-on-a-the-stock-day-podcast
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com-- is a
provider of health care services. The Company owns one operating
hospital in Oneida, Tennessee known as Big South Fork Medical
Center, a hospital located in Jamestown, Tennessee that it plans
to reopen, a physician's practice in Jamestown, Tennessee that it
plans to reopen and a rural clinic in Kentucky.
Net loss available to common stockholders for the year ended Dec.
31, 2021, was $500.87 million while the net loss available to
common stockholders for the year ended Dec. 31, 2020, was $281.59
million. As of March 31, 2022, the Company had $19.01 million in
total assets, $47.58 million in total liabilities, and a total
stockholders' deficit of $28.57 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 15, 2022, citing that the Company has recognized
recurring losses and negative cash flows from operations, and
currently has minimal revenue producing activities. This raises
substantial doubt about the Company's ability to continue as a
going concern.
SINTX TECHNOLOGIES: Nets $4.6 Million From Rights Offering
----------------------------------------------------------
SINTX Technologies, Inc. closed its previously announced rights
offering on Oct. 17, 2022, pursuant to which the Company sold an
aggregate of 4,656 units consisting of an aggregate of 4,656 shares
of Series D Preferred Stock, with each share of Series D Preferred
Stock initially convertible into shares of common stock at a
conversion price of $0.15102 per share, 30,382,032 Class A
Warrants, with each warrant exercisable for one share of Common
Stock at an exercise price of $0.15102 per share and expiring five
years from the date of issuance, and 30,382,032 Class B Warrants,
with each warrant exercisable for one share of Common Stock at an
exercise price of $0.15102 per share and expiring three years from
the date of issuance, resulting in net proceeds to the Company of
approximately $4.6 million, after deducting expenses relating to
the Rights Offering, including dealer-manager fees and expenses,
and excluding any proceeds received upon exercise of any warrants.
In connection with the closing of the Rights Offering, the Company
issued (i) to Maxim Group LLC, as the dealer-manager in the Rights
Offering, 1,048,289 warrants to purchase shares of the Company's
common stock and (ii) to Ascendiant Capital Markets, LLC, as a
financial advisor to the Company in the Rights Offering, 184,992
warrants to purchase shares of the Company's common stock. The
Dealer Manager Warrants will be non-exercisable for six months from
Oct. 17, 2022 and will expire on Sept. 23, 2027. The Dealer
Manager Warrants will be exercisable at a price of $0.16612 per
share, subject to adjustment for stock dividends, distributions,
subdivisions, combinations, or reclassifications, and for certain
dilutive issuances. Subject to limited exceptions, a holder of the
Dealer Manager Warrants will not have the right to exercise any
portion of the Dealer Manager Warrants to the extent that, after
giving effect to the exercise, the holder, together with its
affiliates, and any other person acting as a group together with
the holder or any of its affiliates, would beneficially own in
excess of 4.99% of the number of shares of the Company's common
stock outstanding immediately after giving effect to its exercise.
The holder, upon notice to the Company, may increase or decrease
the beneficial ownership limitation provisions of the Dealer
Manager Warrants, provided that in no event shall the limitation
exceed 9.99% of the number of shares of our common stock
outstanding immediately after giving effect to the exercise of the
Dealer Manager Warrants. In addition, the Dealer Manager Warrants
shall not be redeemable and may not be sold, transferred, assigned,
pledged or hypothecated or be the subject of any hedging, short
sale, derivative, put, or call transaction for a period of 180 days
following Sept. 23, 2022, except that they may be assigned, in
whole or in part, to any officer or partner of Maxim (or to
Ascendiant). The Dealer Manager Warrants may be exercised as to
all or a lesser number of shares of the Company's common stock, and
will contain unlimited "piggyback" registration rights for a period
of five years after Sept. 23, 2022, at the Company's expense. The
Company relied on the exemption from registration available under
Section 4(a)(2) of the Securities Act of 1933, as amended, in
connection with the issuance of the Dealer Manager Warrants to
Maxim and Ascendiant.
On Oct. 13, 2022, the Company filed a Certificate of Designation of
Preference, Rights and Limitations of Series D Convertible
Preferred Stock with the Delaware Secretary of State creating a new
series of its authorized preferred stock, par value $0.01 per
share, designated as the "Series D Convertible Preferred Stock".
The number of shares initially constituting the Series D Preferred
Stock was set at 4,656 shares.
Each share of Series D Preferred Stock will be convertible, at the
option of the holder at any time, into the number of shares of the
Company's common stock, par value $0.01 per share determined by
dividing the $1,000 stated value per share of the Series D
Preferred Stock by a conversion price initially equal to $0.15102.
In addition, the conversion price per share is subject to
adjustment for stock dividends, distributions, subdivisions,
combinations or reclassifications. Subject to limited exceptions,
a holder of the Series D Preferred Stock will not have the right to
convert any portion of the Series D Preferred Stock to the extent
that, after giving effect to the conversion, the holder, together
with its affiliates, would beneficially own in excess of 4.99% of
the number of shares of our common stock outstanding immediately
after giving effect to its conversion. A holder of the Series D
Preferred Stock, upon notice to the Company, may increase or
decrease the beneficial ownership limitation provisions of such
holder's Series D Preferred Stock, provided that in no event shall
the limitation exceed 9.99% of the number of shares of the
Company's common stock outstanding immediately after giving effect
to its conversion.
In the event the Company effects certain mergers, consolidations,
sales of substantially all of its assets, tender or exchange
offers, reclassifications or share exchanges in which the Company's
Common Stock is effectively converted into or exchanged for other
securities, cash or property, the Company consummates a business
combination in which another person acquires 50% of the outstanding
shares of the Company's Common Stock, then, upon any subsequent
conversion of the Series D Preferred Stock, the holders of the
Series D Preferred Stock will have the right to receive any shares
of the acquiring corporation or other consideration it would have
been entitled to receive if it had been a holder of the number of
shares of Common Stock then issuable upon conversion in full of the
Series D Preferred Stock.
Holders of Series D Preferred Stock will be entitled to receive
dividends (on an as-if-converted-to-common-stock basis) in the same
form as dividends actually paid on shares of the common stock when,
as and if such dividends are paid on shares of Common Stock.
Except as otherwise provided in the Certificate of Designation or
as otherwise required by law, the Series D Preferred Stock has no
voting rights. Upon the Company's liquidation, dissolution or
winding-up, whether voluntary or involuntary, holders of Series D
Preferred Stock will be entitled to receive out of the assets,
whether capital or surplus, of the Company the same amount that a
holder of Common Stock would receive if the Series D Preferred
Stock were fully converted (disregarding for such purpose any
conversion limitations under the Certificate of Designation) to
Common Stock, which amounts shall be paid pari passu with all
holders of Common Stock. The Company is not obligated to redeem or
repurchase any shares of Series D Preferred Stock. Shares of
Series D Preferred Stock are not otherwise entitled to any
redemption rights, or mandatory sinking fund or analogous
provisions.
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. --
https://ir.sintx.com -- is an OEM ceramics company that develops
and commercializes silicon nitride for medical and non-medical
applications. The core strength of SINTX Technologies is the
manufacturing, research, and development of silicon nitride
ceramics for external partners. The Company presently manufactures
advanced ceramics powders and components in its FDA registered, ISO
13485:2016 certified, and ASD9100D certified manufacturing
facility.
SINTX reported a net loss of $8.78 million for the year ended Dec.
31, 2021, a net loss of $7.03 million for the year ended Dec. 31,
2020, and a net loss of $4.79 million for the year ended Dec. 31,
2019. As of June 30, 2022, the Company had $17.49 million in total
assets, $5.45 million in total liabilities, and $12.05 million in
total stockholders' equity.
SIZMEK INC: Nitel's Conversion and Unjust Enrichment Suit Dismissed
-------------------------------------------------------------------
District Judge Valerie Caproni of the Southern District of New York
dismissed the case 10FN, INC., Plaintiff, v. CERBERUS BUSINESS
FINANCE, LLC, and PEPI CAPITAL, L.P., KEN SAUNDERS, ANDREW
BRONSTEIN, SASCHA WITTLER, and MARK GRETHER, Defendants, Case No.
21-CV-5996 (VEC), (S.D.N.Y.), for failure to state a claim and the
cross-claims brought by the Individual Defendants are dismissed as
moot.
In 2016, Network Innovations d/b/a Nitel, Inc. ("Nitel") subleased
office space in Chicago, Illinois, from Rocket Fuel, Inc., the
predecessor-in-interest to Sizmek DSP, Inc. ("Sizmek" or the
"Debtor"). During the term of the Sublease, Sizmek acquired Rocket
Fuel. In connection with that acquisition, Sizmek borrowed money
from the Secured Lenders—and gave the lenders first-priority
liens on "substantially all of the Debtor's assets. . . ." Sizmek
also executed account control agreements authorizing the Secured
Lenders to "control and sweep the Debtor's accounts, including
accounts that contained the Security Deposit."
Shortly before Sizmek filed for Chapter 11 bankruptcy on March 29,
2019, the Secured Lenders swept all cash from its accounts,
including some or all of Nitel's Security Deposit. Effective June
27, 2019, Sizmek rejected its sublease with Nitel. After numerous
unsuccessful attempts to obtain a refund of its Security Deposit,
Nitel (through its assignee 10FN, Inc.) filed a complaint against
Sizmek's Secured Creditors (Cerberus Business Finance LLC and PEPI
Capital L.P.) for alleged conversion and unjust enrichment because
they swept Nitel's security deposit from Sizmek's accounts shortly
before Sizmek filed for bankruptcy protection. Nitel has also sued
four of Sizmek's former or current executives ("Individual
Defendants"), in their individual capacities, for conversion and
negligence.
The Plaintiff's conversion claim rests entirely on its allegation
that, under Illinois Law, Sizmek was obligated to hold its Security
Deposit in trust and that its failure to do so gives rise to a
claim for conversion. But Illinois law does not require commercial
landlords to segregate security deposits or to hold them in trust.
The Court concludes that the Plaintiff cannot assert claims for
conversion against the Secured Creditors and the Individual
Defendants.
Under the terms of the Sublease, Sizmek is allowed to draw upon the
Security Deposit if the Plaintiff defaults, and it does not require
Sizmek separately to preserve the funds for the Plaintiff's benefit
in trust. As a result, the Plaintiff effectively gave Sizmek an
unsecured loan. Because Sizmek refused to return the Security
Deposit (by analogy, it refused to repay the loan), the Court
declares that the Plaintiff must seek recovery as an unsecured
creditor in Sizmek's bankruptcy proceeding—it cannot pursue a
conversion action against Sizmek's Secured Creditors or against its
executives.
The Individual Defendants argue that Plaintiff failed to state a
claim for negligence against them because the Amended Complaint
does not adequately allege that they owed any duty to Plaintiff. On
the other hand, the Plaintiff argues that it sufficiently pled that
Sizmek had a duty to segregate the Security Deposit and that the
Individual Defendants are liable for participating in Sizmek's
breach of that duty.
The Court finds that the only duty the Plaintiff alleges in its
Amended Complaint is the "duty under Illinois law to segregate the
Security Deposit and hold same for the benefit of Nitel." But as
discussed earlier, because Sizmek was not obligated to segregate
the Security Deposit and to preserve it in trust for Plaintiff's
benefit under Chicago or Illinois law, the Plaintiff has failed to
allege a duty that could support a negligence claim. Therefore,
the Plaintiff's negligence claim against the Individual Defendants
is dismissed for failure to state a claim.
The Secured Lenders assert that the Plaintiff failed to state a
claim for unjust enrichment because its rights with respect to the
Security Deposit are governed by the Sublease—the Plaintiff did
not have a relationship of any kind with the Secured Lenders, and
the Plaintiff failed to raise an inference of unfairness. In
opposition, the Plaintiff argues that it does not have to have a
contractual relationship with the Secured Lenders, the Plaintiff
allege that the Secured Lenders were sufficiently connected to
Plaintiff, and that the Secured Lenders unfairly retained the
Security Deposit knowing that it belonged to Plaintiff.
Although the Plaintiff does not have a contractual relationship
with the Secured Lenders, the disposition of its Security Deposit
is expressly governed by its Sublease with Sizmek. Hence, the
Plaintiff cannot assert an unjust enrichment claim based on the
Secured Lenders' alleged wrongful retention of the Security
Deposit.
A full-text copy of the Opinion and Order dated Oct. 18, 2022, is
available at https://tinyurl.com/283c83fx from Leagle.com.
About Sizmek Inc.
Sizmek Inc. is an online advertising campaign management and
distribution platform for advertisers, media agencies and
publishers.
Sizmek Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 19-10971) on March 29, 2019. Judge Stuart M. Bernstein
oversees the case. Justin R. Bernbrock, Esq., at Kirkland & Ellis
LLP, is the Debtor's counsel.
On April 17, 2019, the U.S. Trustee for Region 2 appointed
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Sizmek Inc. and its affiliates. The
committee retained Seth Van Aalten, Esq., Michael Klein, Esq.,
Robert Winning, Esq., and Lauren Reichardt, Esq., at Cooley LLP, in
New York.
SUNGARD AS: Court OKs Wind-Down Plan, Eagle Sale
------------------------------------------------
A Texas bankruptcy judge on Monday, October 17, 2022, approved a
wind-down plan for Sungard Availability Services and approved the
sale of the last of its business.
"For the reasons stated on the record, the Court approved the Sale.
Additionally, the Court gave final approval to the disclosure
statement and confirmed the Debtors' Joint Combined Chapter 11
Plan," according to the minutes of the Oct. 17 hearing.
On Oct. 17, 2022, Judge David R. Jones entered the order confirming
the Joint Chapter 11 Plan of Sungard AS New Holdings, LLC and its
debtor-affiliates. The judge also entered an order approving the
sale of the Debtors' remaining assets to 11:11 Systems, Inc.
Since filing Chapter 11 Cases, the Debtors diligently pursued all
available options to maximize the value of their estates for the
benefit of all stakeholders. In accordance with the Restructuring
Support Agreement, the Debtors proceeded down two paths
concurrently: (a) a sale process for some or all of the Debtors'
assets (the "Sale Scenario") and (b) a reorganization of the
Debtors through an equitization of the outstanding funded debt (the
"Equitization Scenario").
Over the summer months, the sale processes yielded two significant
sale transactions: first, a sale to 365 SG Operating Company LLC of
the majority of the Debtors' U.S. colocation services and network
services (the "365 Sale Transaction"); and second, a sale to 11:11
Systems, Inc. ("11:11") of substantially all assets exclusively
relating to the Debtors' cloud and managed services and mainframe
as a service business (the "CMS Sale Transaction"). The Court
approved these sales on Aug. 31, 2022 and on Sept. 14, 2022,
respectively. The Debtors' remaining business unit that had not
yet been the subject of a Sale Transaction was the Debtors'
recovery services business (i.e., the Eagle assets).
Following the Court's approval of the 365 and CMS sales, the
Debtors determined that the value of the Debtors' estates would be
maximized by proceeding on the dual track of considering bids for a
sale of the Eagle assets (the "Eagle Sale Scenario") and
reorganizing around the Eagle assets.
Accordingly, on Sept. 2, 2022, the Debtors filed the First Amended
Combined Disclosure Statement and Joint Chapter 11 Plan, which
provided for both the Eagle Sale Scenario and the Equitization
Scenario. Over the month of September, the Debtors continued to
evaluate bids for the Debtors' remaining assets while
simultaneously preparing for a potential reorganization. On Oct.
5, 2022, the Debtors announced that 11:11 had submitted the highest
or otherwise best offer for the Eagle assets and that the Debtors
would be pursuing the Eagle Sale Scenario. Therefore, the Debtors
revised the Plan to remove the terms related to the Equitization
Scenario and made other changes consistent with pursuing the Eagle
Sale Scenario and a Wind-Down of the Debtors' estates.
Upon closing of the Sale Transactions, the Debtors will have sold
substantially all of their assets and will seek to distribute the
proceeds of the Sale Transactions in accordance with the terms of
the Plan. Upon confirmation of the Plan, the Debtors intend to
proceed expeditiously with closing the Sale Transactions,
consummating the Plan and completing distributions to parties in
interests and winding down the Debtor. The Debtors have received
overwhelming support for the Plan from Class 3, the only Class
entitled to vote.
The notice of the entry of the Plan Confirmation Order provides:
"Any person or governmental unit alleging that it had inadequate
due process notice and opportunity to object to the Plan or
Confirmation Order may file an objection to the Plan or
Confirmation Order not later than October 24, 2022 at 4:00 p.m.
(prevailing Central Time). The Court will conduct an initial status
conference on any such objection on October 26, 2022 at 1:00 p.m.
(prevailing Central Time)."
About Sungard AS New Holdings
Sungard Availability Services is Wayne, Pennsylvania-based
information-technology services provider owned by Angelo Gordon,
Blackstone Credit, FS/KKR Advisor LLC and Carlyle Group Inc.
Sungard Availability Services sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 22-90018) on April 11, 2022.
In the petition filed by Sungard Availability Services LP, as Chief
Executive Officer and President of Sungard AS New Holdings, LLC,
listed estimated assets and liabilities up to $1 billion each.
The case is assigned to Honorable Judge David Jones.
The Debtor's counsels are Philip Dublin, Meredith Lahaie, Marty
Brimmage, Lacy Lawrence and Zach Lanier of Akin Gump Strauss Hauer
& Feld; and Matthew Cavenaugh, Jennifer Wertz and Rebecca Blake
Chaikin of Jackson Walker.
THREE ARROWS: Liquidators Say Founders Ducking Subpoenas
--------------------------------------------------------
The foreign representatives of bankrupt cryptocurrency hedge fund
Three Arrows Capital have asked a New York judge for permission to
serve subpoenas on the company's founders through alternative means
because they have not cooperated with an investigation of its
assets.
Russell Crumpler and Christopher Farmer, in their joint capacities
as the duly authorized foreign representatives of Three Arrows
Capital, Ltd, which is the subject of an insolvency proceeding
currently pending in the British Virgin Islands ("BVI") before the
Eastern Caribbean Supreme Court in the High Court of Justice Virgin
Islands (Commercial Division), are asking the U.S. Bankruptcy Court
for authority to serve subpoenas for the production of documents
and testimony on the Debtor's founders, investment managers, and
third parties that the Foreign Representatives reasonably determine
during the course of their investigation may have information
relevant to the Debtor’s assets, affairs, rights, obligations, or
liabilities.
From the outset of the BVI Proceeding, the Foreign Representatives
have been pursuing their investigation with urgency and by all
lawful means available to them. The Foreign Representatives have
engaged directly with banks, cryptocurrency exchanges (both public
and over the counter), brokers, the Debtor's administrator, auditor
and legal representatives, the principals and management of certain
underlying investment assets and other custodians and
counterparties with which the Foreign Representatives believe the
Debtor or its affiliates have accounts.
The Foreign Representatives have also utilized the formal discovery
tools in furtherance of their continued efforts to identify and
preserve the Debtor's assets. Specifically, following the Chapter
15 Provisional Relief Order entered by the U.S. Court on July 12,
2022, the Foreign Representatives served 18 subpoenas. The
recipients of such subpoenas include banks, cryptocurrency
exchanges, and brokers that the Foreign Representatives have
identified as having information regarding the Debtor's assets
and/or maintaining accounts and digital wallets in the name of the
Debtor.
The Foreign Representatives have also attempted to serve subpoenas
on the Debtor's founders, Su Zhu and Kyle Livingstone Davies (the
"Founders"). As the Founders' whereabouts remain unknown, the
Foreign Representatives requested that Advocatus Law LLP, Singapore
counsel purporting to represent the Founders, accept service of the
subpoenas on behalf of the Founders. Advocatus has declined to
accept service and, consequently, the Foreign Representatives have
filed with the U.S. Court seeking authority to serve the subpoenas
on the Founders by certain alternative means.
Additionally, the Founders are still yet to offer any forthright
cooperation, whether formal or informal, consistent with their
duties owed to the Debtor. The Foreign Representatives have
attempted to engage with the Founders' counsel continuously
regarding a number of informal information requests, among other
matters. Namely, the Foreign Representatives have requested
specific information regarding the Debtor's assets and accounts and
for cooperation in obtaining access to, and control over, them.
The Founders, through counsel, have made only selective and
piecemeal disclosures.
In addition to the discussions with the Founders, the Foreign
Representatives have been provided with email addresses, which they
have been told can be used to send specific inquiries directly to
the Founders. The Foreign Representatives have sent several
inquiries to these email addresses, and have yet to receive any
response.
Despite the Foreign Representatives' numerous requests for
cooperation in identifying and gaining control of the Debtor's
assets, the Founders have provided only an incomplete list of the
Debtor's assets. In addition to selective disclosure of the
Debtor's assets, the Foreign Representatives also have reason to
believe that the Founders have continued to withhold "seed phrases"
and other information in their possession that is essential to
accessing and controlling certain of the Debtor's digital assets.
Likewise, the Founders have refused to cooperate with the Foreign
Representatives' efforts to gain access to the Debtor's books and
records in their possession. The Founders, through counsel,
implausibly insist that the meager information provided to the
Foreign Representatives represents all of the documents in their
possession relating to the Debtor.
In addition, the Foreign Representatives believe that the Debtor's
investment manager and former investment manager -- Three AC Ltd, a
BVI entity (the "Current Investment Manager") and the Former
Investment Manager respectively (together with the Current
Investment Manager, the "Investment Managers") -- possess critical
information regarding the Debtor's assets and affairs. The Former
Investment Manager was the investment manager of the Debtor until
August 20, 2021, at which point the Current Investment Manager
assumed that role.
The Foreign Representatives have engaged with Solitaire LLP,
Singapore counsel purporting to represent the Former Investment
Manager, which has in the past represented itself as counsel to the
Founders. The Foreign Representatives have requested, through
Solitaire, that the Investment Managers provide the Foreign
Representatives with access to the Debtor's books and records as
well as other information relating to the Debtor in the Investment
Managers' possession and control. The Investment Managers have
provided only certain login details for some of the Debtor's
brokerage accounts and certain historical asset information for the
Debtor's feeder funds. The Investment Managers piecemeal,
selective disclosures are insufficient and their lack of forthright
cooperation has hindered the Foreign Representatives' ability to
perform their duties.
About Three Arrows Capital
Three Arrows Capital Ltd. was an investment firm engaged in
short-term opportunities trading, and is heavily invested in
cryptocurrency, funded through borrowings.
As of April 2022, the Debtor was reported to have over $3 billion
of assets under its management.
Three Arrows Capital Ltd. was incorporated as a business company
under the laws of the British Virgin Islands. Its sole shareholder
owning all of its "management shares" is Three Arrows Capital Pte.
Ltd., which previously operated as a regulated fund manager in
Singapore until 2021, when it shifted its domicile to the BVI, as
part of a global corporate plan to relocate operations to Dubai.
The Debtor borrowed digital and fiat currency from multiple lenders
to fund its cryptocurrency investments. After cryptocurrency lost
99% of its value, and then prices of other cryptocurrencies had
rapid declines, the Debtor reportedly defaulted on its
obligations.
On June 24, 2022, one of the Debtor's many creditors -- DRB Panama
Inc. -- filed an application to appoint joint provisional
liquidators -- and thereafter, full Liquidators -- in the Eastern
Caribbean Supreme Court in the High Court of Justice (Commercial
Division) located in BVI. The application was assigned claim
number
VIHCOM2022/0117.
Subsequently, on June 27, 2022, the Debtor filed its own
application for the appointment of joint liquidators before the BVI
Commercial Court.
On June 29, 2022, the Honorable Mr. Justice Jack of the BVI
Commercial Court appointed Russell Crumpler and Christopher Farmer
of Teneo (BVI) Limited as joint liquidators of Three Arrows Capital
Ltd.
On July 1, 2022, liquidators of Three Arrows Capital filed a
Chapter 15 bankruptcy in the U.S. (Bankr. S.D.N.Y. Case No.
22-10920) to seek recognition of the BVI proceedings. Judge Martin
Glenn is the case judge. Latham & Watkins, led by Adam J. Goldberg
is counsel in the U.S. case.
The law firm of Ogier, led by Grant Carroll, is advising the
liquidators in the BVI proceedings.
THRIFTY PROPANE: Seeks Chapter 7 Bankruptcy Liquidation
-------------------------------------------------------
Mary Vanac of Cleveland Business Journal reports that Thrifty
Propane Inc., the Medina County propane supplier sued by Ohio's
attorney general last September 2022 for alleged deceptive business
practices, has filed for bankruptcy liquidation in Akron.
Thrifty Propane served customers in Ohio, Delaware, Pennsylvania,
Maryland, West Virginia and Virginia, according to its website,
which appears to have been taken down on Monday, the date of the
bankruptcy filing.
In its filing, Thrifty Propane at 1041 Lake Road in Medina, Ohio,
lists assets of $1.9 million and liabilities of $6.9 million -- 77%
of which are unsecured by personal property, such as heavy trucks
and excavation equipment.
Secured creditors — including lenders Corporate Service Co. in
Springfield, Illinois, and Bryn Mawr Funding in Bryn Mawr,
Pennsylvania — are owed $1.6 million, according to the filing.
A 689-page list of unsecured creditors — who appear to be mostly
propane customers — who are owed $5.4 million are unlikely to get
any money from the sale of the company's assets after secured
creditors and administrative expenses are paid, Thrifty Propane
states in its bankruptcy filing.
Thrifty Propane reported revenue of $4.8 million since the
beginning of the year, as well as revenue of $5.4 million 2021 and
$4.4 million in 2020 in its filing.
An email to Anthony DeGirolamo, Thrifty Propane's Canton,
Ohio-based bankruptcy attorney, requesting a statement on the
bankruptcy filing was not returned by the time this story was
published.
In September, Ohio Attorney General Dave Yost sued Thrifty Propane
for allegedly "failing to deliver its products, not refunding
consumers' money and violating two previous consent judgments,"
according to a statement.
In 2022 alone, more than 100 consumers filed complaints against
Thrifty Propane at Yost's office, the attorney general said. In
its latest lawsuit, the state alleges that Thrifty Propane failed
to deliver fuel and tanks to customers as agreed, including some
who had paid thousands of dollars in advance.
The lawsuit, filed in Medina County Common Pleas Court, cites six
alleged violations of Ohio's Consumer Sales Practices Act -- each
for which Yost is seeking $25,000 — plus an undisclosed
reimbursement amount for consumers.
In 2016, then-Ohio Attorney General Mike DeWine -- now Ohio's
governor -- sought the same judgment amount for each of two counts
of "unfair and deceptive consumer sales practices" and "failure to
deliver" fuel and tanks.
About Thrifty Propane Inc.
Thrifty Propane Inc. is a Medina County-based propane supplier.
Thrifty Propane Inc. filed a petition for relief under Chapter 7 of
the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-51226) on
Oct. 17, 2022. In its petition, the Debtor listed assets of $1.9
million and liabilities of $6.9 million -- 77% of which are
unsecured by personal property, such as heavy trucks and excavation
equipment.
The case is overseen by Honorable Bankruptcy Judge Alan M.
Koschik.
The Debtor's counsel:
Anthony J. DeGirolamo
3930 Fulton Drive NW, Suite 100B
Canton, OH 44718
330-305-9700
Fax : 330-305-9713
E-mail: tony@ajdlaw7-11.com
The Chapter 7 trustee:
Harold A. Corzin
304 N Cleveland-Massillon Road Commonwealth Square
Akron, OH 44333
TREES CORP: Inks Deal to Acquire Station 2 for $641,454
-------------------------------------------------------
Trees Corporation and its newly-formed subsidiary entered into an
asset purchase agreement with Station 2 LLC and Timothy Brown,
pursuant to which the Company agreed to purchase substantially all
of the assets of Station 2.
The purchase price in connection with the Station 2 acquisition
consists of cash equal to $641,454.27, payable as follows: Cash at
closing of $256,581.71; and a cash amount equal to $16,036.36 per
month for each of the 24 months commencing on the first full
calendar month following the closing, for an additional total of
$384,872.56.
The Station 2 acquisition is subject to certain conditions,
including regulatory approval of the Colorado Marijuana Enforcement
Division.
On Oct. 14, 2022, the Company, the newly-formed subsidiary, Station
2, Brown and TDM LLC entered into an Amendment to First Amended and
Restated Agreement and Plan of Reorganization and Liquidation,
which modified the Original Plan to remove Station 2 therefrom and
provide for the APA.
Timothy Brown, the sole owner of Station 2, is a member of the
Company's Board of Directors as well as a member of the Nominating
Committee of the Board. Mr. Brown also serves as the Company's
chief visionary officer.
About Trees Corp
Headquartered in Denver, Colorado, Trees Corporation (formerly
known as General Cannabis Corp) -- provides services and products
to the regulated cannabis industry. The Company is a trusted
partner to the cultivation, production and retail sides of the
cannabis business.
General Cannabis reported a net loss of $8.87 million for the year
ended Dec. 31, 2021, compared to a net loss of $7.68 million for
the year ended Dec. 31, 2020. As of June 30, 2022, the Company had
$22.99 million in total assets, $12.58 million in total
liabilities, and $10.41 million in total stockholders' equity.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 25, 2022, citing that the Company has suffered
recurring losses from operations and has negative working capital
that raise substantial doubt about its ability to continue as a
going concern.
TRIDENT BRANDS: Delays Form 10-Q Filing for Review
--------------------------------------------------
Trident Brands Incorporated filed a Form 12b-25 with the Securities
and Exchange Commission notifying the delay in the filing of its
Quarterly Report on Form 10-Q for the period ended Aug. 31, 2022.
The Company was unable to file, without unreasonable effort and
expense, its Form 10-Q Quarterly Report because its auditor has not
completed their review of the Form 10-Q. The Form 10-Q will be
filed on or before the 5th calendar day following the prescribed
due date of the Company's Form 10-Q.
The Company anticipates that its loss from operations for the
quarter ended Aug. 31, 2022 will be approximately $670,000 compared
with a net loss from operations of approximately $780,000 in the
comparable prior period. The approximate $110,000 decrease in loss
from operations was due primarily to an approximately $105,000
decrease in general and administrative and an increase of
approximately $5,000 in gross margin, which resulted from an
approximate $10,200 increase in revenue.
About Trident Brands
Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a
Sandfield Ventures Corp., was initially formed to engage in the
acquisition, exploration and development of natural resource
properties, but has since transitioned and is now focused on
branded consumer products and food ingredients. The Company is in
the early growth stage and has commenced commercial activities
following a period of organization and development of its business
plan.
Trident Brands reported a net loss of $3.08 million for the 12
months ended Nov. 30, 2021, a net loss of $5.39 million for the 12
months ended Nov. 30, 2020, compared to a net loss of $12.22
million for the 12 months ended Nov. 30, 2019. As of Feb. 28,
2022, the Company had $898,735 in total assets, $32.82 million in
total liabilities, and a total stockholders' deficit of $31.92
million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 14, 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.
TRUSENTIAL LLC: Wins Interim Cash Collateral Access Thru Nov 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Western Division, authorized Trusential, LLC to use cash collateral
on an interim basis in accordance with the budget, with a 10%
variance, through November 30, 2022.
The Debtor and Plex are parties to a prepetition "Accounts Purchase
and Security Agreement" dated November 11, 2021, wherein Plex
purchased certain prepetition accounts from the Debtor.
The Debtor acknowledged that Plex duly perfected its first priority
ownership interest in accounts Plex purchased, with a first
priority security interest in all cash collateral. Plex's initial
UCC-1 Financing Statement was thereafter amended to add Trusential
as a debtor.
As adequate protection for the Debtor's use of Plex's cash
collateral and as security for any post-petition interest, charges,
costs and fees that may be authorized by the Court pursuant to 11
U.S.C. section 506(b), Plex is granted pursuant to 11 U.S.C.
sections 361(2) and 363 valid, perfected and enforceable
replacement adequate protection liens upon, and security interests
in, all cash collateral acquired or arising post-petition, to the
extent, validity, and in the order of priority that Plex holds
valid, perfected, and unavoidable prepetition security interests
and/or liens in the Debtor's cash collateral as of the petition
date.
As additional adequate protection pursuant to 11 U.S.C. section 362
and 363, Plex is authorized to retain $26,649 of Proceeds of
Accounts received by Plex prepetition, maintained in an escrow
reserve account controlled by and for the benefit of Plex in
accordance with the Factoring Agreement. The Plex Reserve Funds
serve as additional adequate protection for the Debtor's use of
Plex's cash collateral under the terms of the Order. Plex may not
apply any Reserve Funds to satisfy all or any portion of Plex's
prepetition secured Claim except as may be authorized by further
Court order. Plex's reserves all rights in respect to all Reserve
Funds, including, but not limited to, any rights of set off and
recoupment under the Factoring Agreement, the Bankruptcy Code
and/or common law.
Unless consented to by Plex, in writing, the Debtor's right to use
any cash collateral pursuant to the Order will immediately
terminate after the occurrence of any of these events:
a. If a trustee other than the Subchapter V Trustee is
appointed in the Chapter 11 Case;
b. If the Case is converted to a case under Chapter 7 of the
Bankruptcy Code; or
c. The dismissal of the Case.
In addition to the Procedural Events of Default enumerated, which
would result in an immediate cessation of the Debtor's use of cash
collateral, the Debtor's right to use any cash collateral will
terminate within three business days from a written notice by Plex
to the Debtor, the United States Trustee, and the Subchapter V
Trustee after the occurrence of any of these events of default:
a. Payment by the Debtor of any expenses other than those set
forth in the submitted Budget, unless Plex consents to the payment
of the specific expenses, in writing;
b. If the Debtor fails to satisfy any duty contained in the
Order or violates any term or condition of the Order;
c. If the Debtor commits a material breach under the Factoring
Agreement, other than defaults existing as of the Petition Date;
d. The Debtor fails to maintain proper and adequate insurance;
or
e. The Debtor fails to fully cooperate with Plex, as may be
requested by Plex in respect to any efforts that may be taken by
Plex in order to seek to collect from any of the following
customers/Account of the Debtor sums due on certain unpaid and
outstanding prepetition Accounts owing to Plex: Ridgewood Manor,
LLC D/B/A Ridgewood Manor D/B/A Ridgewood Manor Nursing Center,
Concord Care Center of Toledo, INC., D/B/A Concord Care Center
D/B/A The Vista at Concord Care Center of Toledo D/B/A Continental
Health Company of Toledo, LLC, and Geneva Opco LLC D/B/A Geneva
Center for Rehabilitation and Nursing.
A final hearing on the matter is set for November 29 at 3 p.m.
A copy of the order and the Debtor's October 2022 budget is
available at https://bit.ly/3MXow1Y from PacerMonitor.com.
The Debtor projects $30,700 in total income and $13,885 in total
expenses.
About Trusential LLC
Trusential LLC -- https://www.trusentialstaffing.com/ -- is a
nurse-owned and operated healthcare staffing agency that provides
staffing placements for healthcare companies in need.
Trusential LLC filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio
Case No. 22-31144) on Aug. 3, 2022. In the petition filed by Cyona
Taylor-Randolph, as president and sole member, the Debtor reported
assets between $500,000 and $1 million against its estimated
liabilities between $100,000 and $500,000.
Patricia B. Fugee has been appointed as Subchapter V trustee.
Patricia A. Kovacs, Attorney at Law, is the Debtor's counsel.
TYCOON PRODUCTIONS: Wins Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, authorized Tycoon Productions, LLC to use cash collateral
to pay pre-petition wages, current and future wages and any other
expenses incurred in its day-to-day operation.
As previously reported by the Troubled Company Reporter, the Debtor
needs to use approximately $50,376 per month of cash collateral to
avoid immediate and irreparable harm to the estate.
Pending a final hearing, Kalamata Capital Group, LLC and Byzfunder
NY, LLC will be granted a replacement security interest in all new
accounts and inventory generated by the Debtor.
The bank in which the Debtor currently maintains business accounts
is authorized and directed to honor all post-petition checks
presented for payment to the extent that sufficient funds are on
deposit.
About Tycoon Productions LLC
Tycoon Productions LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-15669) on October
13, 2022. In the petition signed by Dominique A. Hannah, owner, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Judge David E. Rice oversees the case.
Damani K. Ingram, Esq., at The Ingram Firm, LLC, is the Debtor's
counsel.
ULTRA SEAL: Court OKs Interim Cash Collateral Access Thru Dec 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
Poughkeepsie Division, authorized Ultra Seal Corporation and
Ultra-Tabl Laboratories, Inc. to use cash collateral on an
emergency and interim basis, in accordance with the budget and its
agreement with M&T Bank, through December 6, 2022.
The Court said all cash collateral will be deposited immediately
upon the Debtors' receipt into one or more accounts which will be
established with and maintained at the Secured Creditor or an
insured and acceptably bonded financial institution that is on the
list of authorized depositories in U.S. Trustee Region 2 and
approved by the Secured Creditor.
As adequate protection for use of cash collateral, the Secured
Creditor will receive a perfected continuing and rollover security
interest (deemed perfected as of the filing date) in and to all of
its collateral, to the extent of the Secured Creditor's cash
collateral and other collateral is used and to the same extent and
with same priority in the Debtors' post-petition collateral and
proceeds thereof that the Secured Creditor held pre-petition.
As further adequate protection for use of cash collateral, the
Secured Creditor will receive monthly payments in the amount of
$10,170, as set forth in the October 17th Stipulation.
These events constitute an "Event of Default:"
a. Failure to timely provide the financial information and or
reports required by the Bankruptcy Code;
b. Failure to comply with the Budget;
c. Conversion or dismissal of the Debtors' Chapter 11 case, or
application or motion by or against the Debtors for such conversion
or dismissal, unless Secured Creditor consents to such dismissal or
conversion; or
d. Any event set forth in Section 6 of the October 17
Stipulation occurs.
A final hearing on the matter is set for December 6 at 9 a.m.
A copy of the order is available at https://bit.ly/3Tvvei9 from
PacerMonitor.com.
About Ultra Seal Corporation
Ultra Seal Corporation is a privately owned and operated contract
packager of pharmaceutical products, nutritional supplements and
personal care products located in the heart of New York's Hudson
Valley. Affiliate, Ultra-Tab Laboratories, Inc., is a bulk
manufacturer of those products. Both are regulated by the U.S. Food
and Drug Administration.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-35630) on October
6, 2022. In the petition signed by Dennis Borrello, president,
Ultra Seal disclosed $8,861,955 in assets and $5,757,027 in
liabilities.
Michelle L. Trier, Esq., at Genova, Malin & Trier, LLP, is the
Debtors' counsel.
Judge Cecelia G. Morris oversees the case.
VBI VACCINES: Amends Ferring License Agreement
----------------------------------------------
VBI Vaccines Inc., Ferring International Center S.A., a company
incorporated pursuant to the laws of Switzerland, and SciVac Ltd, a
wholly-owned subsidiary of the Company, amended and restated that
certain license agreement, dated as of June 3, 2004 and amended by
the parties on each of Jan. 24, 2005, March 15, 2005, June 15, 2005
and Feb. 14, 2012.
HBsAg products, including the Company's 3-antigen hepatitis B
vaccine, are the subject of the Ferring License Agreement. The
Ferring License Agreement amends and restates certain of the terms
relating to the manufacture and marketing of HBsAg products, which
includes, amongst others, updates to the definition of net sales,
and a reduction in the fixed royalty rate on net sales of HBsAg
products from seven percent to 3.5% in consideration for the grant
of the license to utilize genetically engineered CHO cells encoding
the hepatitis B antigen and certain information related to the
manufacture of hepatitis B vaccines. In connection with the
Ferring License Agreement, the Company has also agreed to act as
the guarantor for SciVac's obligations under the Ferring License
Agreement, or if the Ferring License Agreement is assigned to a
third party, guarantor for SciVac's obligations that have accrued
up until the date of such assignment.
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles ("VLPs"), including a proprietary enveloped
VLP ("eVLP") platform technology, VBI develops vaccine candidates
that mimic the natural presentation of viruses, designed to elicit
the innate power of the human immune system. VBI is committed to
targeting and overcoming significant infectious diseases, including
hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as
aggressive cancers including glioblastoma (GBM). VBI is
headquartered in Cambridge, Massachusetts, with research operations
in Ottawa, Canada, and a research and manufacturing site in
Rehovot, Israel.
VBI Vaccines reported a net loss of $69.75 million for the year
ended Dec. 31, 2021, compared to a net loss of $46.23 million for
the year ended Dec. 31, 2020. As of June 30, 2022, the Company had
$172.16 million in total assets, $40.53 million in total current
liabilities, $26.07 million in total non-current liabilities, and
$105.56 million in total stockholders' equity.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated March 7, 2022, citing that the Company has an accumulated
deficit as of Dec. 31, 2021, and cash outflows from operating
activities for the year-ended Dec. 31, 2021 and, as such, will
require significant additional funds to conduct clinical and
non-clinical trials, achieve regulatory approvals, and subject to
such approvals, commercially launch its products. These factors
raise substantial doubt about its ability to continue as a going
concern.
VINTAGE FOOD: Vintage House Seeks Ch. 11 Bankruptcy Protection
--------------------------------------------------------------
Daryl R. Lamb of Utica News Daily reports that Vintage House in
Fraser, Michigan, has filed for Chapter 11 bankruptcy.
Vintage House, at 31816 Utica Road, has operated for more than 50
years. The wedding and performance venue offers three banquet
rooms that can hold 50-400 people, according to its website.
Vintage Food Services in the filing lists assets of between
$500,001 and $1 million and liabilities between $1,000,001 and $10
million. The company has 76 creditors, according to the filing.
That includes the state of Michigan and a Birmingham, Alabama-based
Small Business Administration Disaster Loan Service Center.
ADJ Properties Inc., also owned by Jekielek, is listed as one of
those creditors. That entity also filed for Chapter 11 bankruptcy
protection. ADJ Properties Inc. lists the same Utica Road address
Vintage House occupies as its place of business, according to the
filing. Both filings were made the same day.
ADJ Properties in the bankruptcy filing list assets and liabilities
of between $1,000,001 and $10 million. The ADJ filing lists seven
creditors, including the city of Fraser and the Macomb County
treasurer.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Nov. 16, 2022, at 2:00 PM at By Telephone - See Notice for Details.
Proofs of claim are due by Feb. 14, 2023.
About Vintage Food Services
Based in Fraser, Michigan, Vintage Food Services, doing business as
VIntae House, offers a complete suite of catering services for
weddings, showers, corporate events, fundraisers, reunions, funeral
luncheons, sports banquets, and bar/bat mitzvahz.
Vintage Food Services sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-48073) on Oct.
16, 2022. In the petition filed by Anthony Jekielek, as president,
the Debtor listed estimated assets between $500,000 and $1 million
estimated liabilities between $1 million and $10 million.
The case is overseen by Honorable Bankruptcy Judge Thomas J
Tucker.
Lynn M. Brimer, Esq., at STROBL SHARP PLLC, serves as the Debtor's
counsel.
VISTAGEN THERAPEUTICS: Announces Partial Results of Annual Meeting
------------------------------------------------------------------
Vistagen Therapeutics, Inc. announced results of voting and the
partial adjournment of the Company's 2022 Annual Meeting of
Stockholders (the Annual Meeting).
Four of the six proposals described in the Company's definitive
proxy statement for the Annual Meeting that was filed with the
Securities and Exchange Commission on Aug. 31, 2022 (the Proxy
Statement) were submitted for a vote and stockholders (i) elected
each of the director nominees presented in Proposal No. 1, (ii)
approved, on an advisory basis, the compensation paid to the
Company's named executive officers (Say-on-Pay) in Proposal No. 2,
(iii) advised that the Company hold a Say-on-Pay vote every year in
Proposal No. 3 and (iv) ratified the appointment of
WithumSmith+Brown, PC as the Company's independent registered
public accounting firm for the year ending March 31, 2023 in
Proposal No. 4.
The Annual Meeting was then adjourned to provide the Company with
additional time to solicit and collect proxies in favor of Proposal
Nos. 5 and 6. Proposal Nos. 5 and 6 have not yet received
sufficient votes for approval, therefore, the Annual Meeting will
be reconvened at 1:00 p.m. Pacific Time on Friday, Oct. 28, 2022
solely with respect to Proposal Nos. 5 and 6.
As described in the Definitive Proxy Statement:
* A vote "FOR" Proposal No. 5 grants discretionary authority
to, but does not require, Vistagen's Board of Directors (the
Board) to implement a reverse stock split of the Company's
issued and outstanding shares of common stock (the Reverse
Split) in the future as the Board may deem necessary and
advisable prior to the one-year anniversary of the Annual
Meeting to, among other things, maintain the Company's
listing on the NASDAQ Capital Market (Nasdaq). As further
described in the Proxy Statement, if Proposal No. 5 is
approved, the Board does not intend to immediately
implement the Reverse Split. Instead, the Board plans to
carefully consider several factors before using, or not
using at all, the authority provided by Proposal No. 5.
* As noted in the press release issued by the Company
on October 6, 2022, the two leading independent proxy
advisory firms, Institutional Shareholder Services
Inc. (ISS) and Glass Lewis & Co. (Glass Lewis), have
recommended that Vistagen stockholders entitled to
vote at the Annual Meeting vote "FOR" Proposal No. 5.
ISS and Glass Lewis are independent proxy advisory
firms and do not have any business or other
relationship with Vistagen. Vistagen did not engage
or compensate either firm for their analysis or
recommendations.
* A vote "FOR" Proposal No. 6 will approve an amendment of the
Company's Second Amended and Restated Bylaws (the Bylaw
Amendment) to allow the Board in its sole discretion, to
determine, from time to time, the number of directors
constituting the Board of Directors.
* The Board believes that the flexibility provided by the
proposed Bylaw Amendment will better enable it to
quickly and efficiently accommodate the Company's needs
of the Board in the future, particularly as it relates
to diversity of background, represented communities and
skillsets of the directors.
Approval of Proposal Nos. 5 and 6 require that a majority of the
outstanding shares of Vistagen's common stock as of Aug. 16, 2022
vote "FOR" each Proposal. As of the adjournment of the Annual
Meeting, approximately 45.5% of the shares eligible to vote have
voted "FOR" Proposal No. 5 and approximately 15.3% of the shares
eligible to vote have voted against Proposal No. 5; approximately
28.9% of the shares eligible to vote have voted "FOR" Proposal No.
6 and approximately 11.6% of the shares eligible to vote have voted
against Proposal No. 6.
Stockholders are encouraged to review additional information about
Proposal Nos. 5 and 6 that is available in the Company's definitive
proxy statement filed with the SEC on Aug. 31, 2022.
The Company will reconvene the 2022 Annual Meeting of Stockholders
on Friday, Oct. 28, 2022 at 1:00 p.m. Pacific Time. Vistagen
stockholders as of Aug. 16, 2022, the record date for the Annual
Meeting, may access all materials related to the Annual Meeting,
including the Company's definitive proxy statement, by visiting:
http://www.envisionreports.com/VTGN
The deadline for stockholders to vote (or change their vote) is
8:59 p.m. Pacific Time on Thursday, Oct. 27, 2022.
The Company and its Board encourage all stockholders of record on
the record date who have not yet voted to vote "FOR" Proposal Nos.
5 and 6 prior to 8:59 p.m. Pacific Time on Oct. 27, 2022.
Stockholders may vote on Proposal Nos. 5 and 6 online at
http://www.envisionreports.com/VTGNor by contacting the Company's
proxy solicitation agent, Saratoga Proxy Consulting, at (212)
257-1311 or (888) 368-0379 or by email at info@saratogaproxy.com.
Stockholders who have already voted do not need to vote again.
Proxies already given will be voted in the manner specified in
respect of Proposal Nos. 5 and 6 at the reconvened Annual Meeting
unless properly revoked in accordance with the procedures described
in the Proxy Statement.
Stockholders Questions and Voting Assistance
The Company has engaged Saratoga Proxy Consulting to act as its
proxy solicitation agent in connection with the proxy voting for
the Annual Meeting. Vistagen stockholders that have any questions
or need assistance in voting their shares should contact the
Company's proxy solicitation agent, Saratoga Proxy Consulting, at
(212) 257-1311 or (888) 368-0379 or by email at
info@saratogaproxy.com.
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics,
Inc. -- http://www.vistagen.com-- is a biopharmaceutical company
committed to developing and commercializing innovative medicines
with the potential to go beyond the current standard of care for
anxiety, depression, and other CNS disorders.
VistaGen reported a net loss and comprehensive loss of $47.76
million for the fiscal year ended March 31, 2022, compared to a
net loss and comprehensive loss of $17.93 million for the fiscal
year ended March 31, 2021. As of June 30, 2022, the Company had
$58.73 million in total assets, $12.67 million in total
liabilities, and $46.05 million in total stockholders' equity.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2006, issued a "going concern"
qualification in its report dated June 23, 2022, citing that the
Company has suffered negative cash flows from operations and
recurring losses from operations since inception, resulting in an
accumulated deficit of $267.6 million as of March 31, 2022, that
raise substantial doubt about its ability to continue as going
concern.
VOYAGER DIGITAL: Amends Account Holder & Unsecured Claims Details
-----------------------------------------------------------------
Voyager Digital Holdings, Inc., et al., submitted a First Amended
Disclosure Statement relating to the Second Amended Joint Plan
dated October 20, 2022.
It is anticipated that all Voyager customers will be transitioning
to FTX US. In the event that a customer is not successfully
transitioned to FTX US, such customer will not be eligible for the
$50 Account Credit. Any customer that does not transition to FTX US
at least one Business Day prior to the Closing Date will not
receive the Transferred Cryptocurrency Value in kind.
Subject to the Customer Migration Protocol, any customer who
transitions to FTX US after that date but prior to the cutoff will
receive its initial distribution in USDC in its FTX US Account. Any
customer that does not transition to FTX US will not receive an
initial distribution from FTX US but will receive a Cash
distribution from the Debtor's estates as and when such
distributions are made pursuant to the Bankruptcy Code. Any
subsequent distributions shall be made similarly in accordance with
the Customer Migration Protocol.
On September 26, 2022, the Debtors announced FTX US as the winning
bidder, and on September 27, 2022, the Debtors and the Purchaser
entered into the asset purchase agreement memorializing the terms
of the winning bid (as may be amended from time to time in
accordance with the terms thereof, the "Asset Purchase Agreement").
The Bankruptcy Court approved entry into the Asset Purchase
Agreement on October 20, 2022.
Class 3 consists of Account Holder Claims. Each Holder of an
Allowed Account Holder Claim will receive in full and final
satisfaction, compromise, settlement, and release of in exchange
for such Allowed Account Holder Claim:
* its Pro Rata share of Transferred Cryptocurrency Value, in
Cryptocurrency or Cash as provided in the Customer Migration
Protocol;
* the right to become a Transferred Creditor as provided in
the Customer Migration Protocol;
* its Pro Rata share of Distributable Cash; and
* to effectuate distributions from the Wind-Down Entity, its
Pro Rata share of the Wind-Down Trust Units on account of any
recovery of Wind-Down Trust Assets attributable to OpCo; provided
that any distributions on account of Wind-Down Trust Units shall
only be made following payment in full of Allowed Administrative
Claims, Allowed Priority Tax Claims, Allowed Secured Tax Claims,
and Allowed Other Priority Claims.
Class 5A consists of OpCo General Unsecured Claims. Each Holder of
an Allowed OpCo General Unsecured Claim will receive in full and
final satisfaction, compromise, settlement, and release of in
exchange for such Allowed OpCo General Unsecured Claim:
* its Pro Rata share of Transferred Cryptocurrency Value, in
Cryptocurrency or Cash as provided in the Customer Migration
Protocol;
* the right to become a Transferred Creditor as provided in
the Customer Migration Protocol;
* its Pro Rata share of Distributable OpCo Cash; and
* to effectuate distributions from the Wind-Down Entity, its
Pro Rata share of the Wind-Down Trust Units on account of any
recovery of Wind-Down Trust Assets attributable to OpCo; provided
that any distributions on account of Wind-Down Trust Units shall
only be made following payment in full of Allowed Administrative
Claims, Allowed Priority Tax Claims, Allowed Secured Tax Claims,
and Allowed Other Priority Claims.
Class 5B consists of HoldCo General Unsecured Claims. Each Holder
of an Allowed HoldCo General Unsecured Claim will receive in full
and final satisfaction, compromise, settlement, and release of in
exchange for such Allowed HoldCo General Unsecured Claim:
* its Pro Rata share of Distributable HoldCo Cash; and
* to effectuate distributions from the Wind-Down Entity, its
Pro Rata share of the Wind-Down Trust Units (if applicable) on
account of any recovery of Wind-Down Trust Assets attributable to
HoldCo; provided that any distributions on account of Wind-Down
Trust Units shall only be made following payment in full of Allowed
Administrative Claims, Allowed Priority Tax Claims, Allowed Secured
Tax Claims, and Allowed Other Priority Claims.
Class 5C consists of TopCo General Unsecured Claims. Each Holder of
an Allowed TopCo General Unsecured Claim will receive in full and
final satisfaction, compromise, settlement, and release of in
exchange for such Allowed TopCo General Unsecured Claim:
* its Pro Rata share of Distributable TopCo Cash; and
* to effectuate distributions from the Wind-Down Entity, its
Pro Rata share of the Wind-Down Trust Units (if applicable) on
account of any recovery of Wind-Down Trust Assets attributable to
TopCo; provided that any distributions on account of Wind-Down
Trust Units shall only be made following payment in full of Allowed
Administrative Claims, Allowed Priority Tax Claims, Allowed Secured
Tax Claims, and Allowed Other Priority Claims.
The Plan will be funded with the proceeds of the Sale Transaction,
which the Debtors value at approximately $1.422 billion, consisting
primarily of: (a) the value of all Voyager cryptocurrency as of a
to be determined date, which, at current market prices as of
September 26, 2022, is estimated to be $1.311 billion, plus (b)
additional consideration estimated as providing at least
approximately $111 million of incremental value that includes (i) a
cash payment of $51 million, (ii) an earn out of up to $20 million,
(iii) the right of Transferred Creditors to receive a $50 Account
Credit, (iv) a cash payment equal to the Acquired Cash, and (v) the
transfer to the Debtors of all right, title, and interest in the
Alameda Loan Facility Claims.
The Debtors believe that the Plan maximizes stakeholder recoveries
in the Chapter 11 Cases. Accordingly, the Debtors urge all Holders
of Claims entitled to vote to accept the Plan by returning their
ballots so that Stretto actually receives such ballots by November
29, 2022, at 4:00 p.m. (the "Plan Voting Deadline"). Assuming the
Plan receives the requisite acceptances, the Debtors will seek the
Bankruptcy Court's approval of the Plan at a hearing on December 8,
2022 at 11:00 a.m. (the "Confirmation Hearing").
Ballots must be actually received by Stretto, Inc. before the
Voting Deadline on November 29, 2022.
A full-text copy of the First Amended Disclosure Statement dated
October 20, 2022, is available at https://bit.ly/3zezOJi from
Stretto, Inc., claims agent.
Counsel to the Debtors:
Joshua A. Sussberg, Esq.
Christopher Marcus, Esq.
Christine A. Okike, Esq.
Allyson B. Smith, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through its
subsidiary Coinify ApS, Voyager provides crypto payment solutions
for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; and Consello Group as strategic
financial advisor. Stretto, Inc. is the claims agent.
On July 19, 2022, the U.S. Trustee for the Southern District of New
York appointed an official committee of unsecured creditors in
these Chapter 11 cases. The committee tapped Epiq Corporate
Restructuring, LLC as noticing and information agent.
VOYAGER DIGITAL: Committee Backs Plan, Settlement With Execs
------------------------------------------------------------
The Official Committee of Unsecured Creditors Crypto lender Voyager
Digital Ltd. is asking unsecured creditors to vote in favor of
Voyager's chapter 11 Plan that contemplates the sale of the
business to FTX.
The UCC added that while an internal probe uncovered potential
claims of gross negligence by Voyager's two top executives stemming
from risky loans made to defunct hedge fund Three Arrows Capital,
it has accepted a settlement that requires Chief Executive Officer
Stephen Ehrlich to pay only $1.125 million.
"The Plan must be confirmed to ensure that creditors receive
distributions in the greatest amount and as quickly as possible.
The Plan accomplishes this goal. The UCC fully supports the FTX
transaction, which was selected after an extensive marketing and
auction process, because the UCC believes that its consummation
will maximize recoveries to creditors in the most timely,
efficient, and effective manner," the UCC said in its letter to
unsecured creditors.
"If the Plan is not confirmed, there is risk of delay and a
significant reduction to creditor recoveries. That is not a result
that the UCC supports."
The releases contained in the Plan release (in part) Voyager's
claims against its directors and officers. Importantly, the
releases in the Plan do NOT release, diminish, or in any way affect
any claims you, government regulators, or any other third parties
may have against Voyager's directors and officers.
A special committee of independent directors of Voyager was
appointed to investigate claims that Voyager may have against
Ehrlich and other insiders. The Special Committee, in turn, hired
the law firm of Quinn Emmanuel to conduct an investigation into any
such claims. The UCC conducted its own investigation of the claims
on behalf of creditors. The UCC investigation revealed that
Ehrlich and Voyager's Chief Commercial Officer (CCO) were extremely
careless in their investigation of Three Arrows Capital's (3AC)
creditworthiness and thus, in their decision to loan almost $1
billion of Voyager assets to 3AC. As a result, the UCC has
concluded that the Debtors have valid and substantial claims
against Ehrlich and the CCO for breach of their duties of care
relating to their role in approving Voyager’s ill-fated loans to
3AC.
The Special Committee and the UCC investigated Ehrlich's and the
CCO's personal finances to determine the extent of their assets
that would be available to pay a judgment if the Wind-Down Entity
(as defined in the Plan), which will be governed by a trustee
selected by the UCC, successfully prosecuted Voyager's claims
against them.
Based on their financial disclosures, neither Ehrlich nor the CCO
currently have substantial assets that would justify the
uncertainty and expense of protracted litigation over confirmation
of the Plan. Ehrlich's assets are approximately $2.7 million
(inclusive of his home), which is likely less than the combined
legal costs Voyager's estates would incur if the UCC objects to the
settlement and releases and Voyager and the Special Committee
defend them. In light of the limited collectability, the Special
Committee and its counsel negotiated a settlement with Ehrlich and
the CCO.
The proposed settlement reflected in the Plan, though insignificant
from the standpoint of the damages caused, does require Ehrlich to
pay $1.125 million, which amount represents more than 40% of his
assets. Importantly, despite the settlement, the Wind-Down Entity
will retain the right to prosecute claims against Ehrlich and the
CCO for their role in the 3AC loan, but the recovery is limited to
amounts available under applicable D&O insurance policies.
The material terms of the settlement are:
* Ehrlich shall pay $1.125 million, and contribute any tax
refund he may be entitled to receive on account of the $1.125
million for the benefit of creditors;
* 3AC claims against Ehrlich and the CCO may still be
prosecuted, but they shall be paid solely from the applicable D&O
insurance policies;
* Any indemnification claims asserted by Ehrlich and the CCO are
subject to certain subordination restrictions to creditor claims;
* Any prepetition claim by Ehrlich against Voyager shall be
subordinated in full to creditor claims;
* Any prepetition claim by the CCO for assets he personally has
on the Voyager platform will be subordinated in part (half) to
creditor claims;
* Ehrlich and the CCO shall not make any claims against the
Second 10m Policy, thereby allowing the Wind-Down Entity to attempt
to clawback the recently paid $10 million premium from the
insurance company; and
* If the financial disclosure statements that were provided by
Ehrlich or the CCO are ever adjudicated to have been materially
inaccurate, the releases given to them become void and their
personal assets thus become subject to any judgment against them.
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through its
subsidiary Coinify ApS, Voyager provides crypto payment solutions
for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; and Consello Group as strategic
financial advisor. Stretto, Inc. is the claims agent.
On July 19, 2022, the U.S. Trustee for the Southern District of New
York appointed an official committee of unsecured creditors in
these Chapter 11 cases. The committee tapped Epiq Corporate
Restructuring, LLC as noticing and information agent.
VYCOR MEDICAL: Fountainhead Hikes Equity Stake to 62.53%
--------------------------------------------------------
Fountainhead Capital Management Limited disclosed in a Schedule
13D/A filed with the Securities and Exchange Commission that as of
Sept. 30, 2022, it beneficially owns 20,340,520 shares of common
stock of Vycor Medical, Inc., representing 62.53 percent of the
shares outstanding.
The purpose of this Schedule 13D filing is to update the ownership
of Vycor Medical, Inc. Common Stock, par value $0.0001. On Sept.
30, 2022, the Company issued to Fountainhead an aggregate of
535,714 shares of Company Common Stock pursuant to its Fountainhead
Consultancy Agreement. As a result of such issuance,
Fountainhead's previously-reporting holdings of Vycor Common Stock
(including shares which it has the option to acquire within 60 days
of such date) were adjusted to a total of 20,340,520 shares,
comprising ownership of 20,340,520 Vycor Common Shares.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1424768/000149315222028662/sc13da.htm
About Vycor Medical
Vycor Medical, Inc. (OTCQB: VYCO) -- http://www.vycormedical.com--
is dedicated to providing the medical community with innovative and
superior surgical and therapeutic solutions. The company has a
portfolio of FDA cleared medical solutions that are changing and
improving lives every day. The company operates two business
units: Vycor Medical and NovaVision, both of which adopt a
minimally or non-invasive approach.
Vycor Medical reported a net loss of $435,662 for the year ended
Dec. 31, 2021, compared to a net loss of $822,482 for the year
ended Dec. 31, 2020. As of June 30, 2022, the Company had $910,182
in total assets, $3.36 million in total current liabilities,
$153,900 in total long-term liabilities, and a total stockholders'
deficiency of $2.60 million.
Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 13, 2022, citing that the Company has incurred
net losses since inception and has not generated sufficient cash
flows from its operations. As of Dec. 31, 2021, the Company had
working capital deficiency of $613,419, excluding related party
liabilities of $2,049,167. These factors, among others, raise
substantial doubt regarding the Company's ability to continue as a
going concern.
WHITE RABBIT: Hires Acuity Forensics as Forensic Accountant
-----------------------------------------------------------
White Rabbit Ventures, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Washington to employ Acuity
Forensics as forensic accountant.
The firm's services include fraud investigation, forensic
accounting, and litigation support services.
The firm will be paid $125 per hour for administrative work, and
$495 per hour for expert witness testimony and trial preparation.
Tiffany Couch, a partner at Acuity Forensics, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Tiffany R. Couch
Acuity Forensics
1115 Esther Street, Suite C
Vancouver, WA 98660
Tel: (360) 573-5158
Fax: (360) 571-0183
Email: tcouch@acuityforensics.com
About White Rabbit Ventures
White Rabbit Ventures, Inc., which is based in Vancouver, Wash.,
provides roofing and home solutions to homeowners and commercial
property managers in Vancouver, Portland and surrounding areas. It
conducts business under the names Matrix Roofing, Matrix Roofing &
Home Solutions and Matrix Roof + Home.
White Rabbit Ventures sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40173) on Feb.
14, 2022. In the petition signed by its chief executive officer,
Wendy J. Marvin, the Debtor disclosed up to $1 million in assets
and up to $10 million in liabilities.
Judge Mary Jo Heston oversees the case.
Geoffrey Groshong, Esq., at Groshong Law, PLLC and Acuity Forensics
serve as the Debtor's legal counsel and forensic accountant,
respectively.
WORLEY CHIROPRACTIC: Taps Re/Max Action as Real Estate Broker
-------------------------------------------------------------
Worley Chiropractic Clinic, PA seeks approval from the U.S.
Bankruptcy Court for the District of South Carolina to employ
Re/Max Action Realty as real estate broker.
The Debtor requires a real estate broker to market for sale its
real property located at 463 Calhoun Ave., Suite A-2, A-3, A-4,
Greenwood, S.C.
The firm will be paid a commission of 8 percent of the sales
price.
Thomas Harvin, Jr., a partner at Re/Max Action Realty, 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:
Thomas H. Harvin, Jr.
Re/Max Action Realty
500 Montague Avenue
Greenwood, SC 29649
Tel: (864) 942-0021
About Worley Chiropractic Clinic
Worley Chiropractic Clinic PA, a chiropractic clinic in Greenwood,
S.C., sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. S.C. Case No. 22-01831) on July 12, 2022, with
$500,000 to $1 million in assets and $1 million to $10 million in
liabilities. Donald B. Worley, president, signed the petition.
Judge Helen E. Burris oversees the case.
Robert H. Cooper, Esq., at The Cooper Law Firm, serves as the
Debtor's legal counsel while Montgomery & Company, CPAs, PA is the
Debtor's accountant.
XCHANGE TELECOM: NOVA to Hold Public Auction on Nov. 4
------------------------------------------------------
NOVA-Skywire Holdco LP ("NOVA") will conduct a secured party sale
by way of public auction of the ownership interests of Xchange
Telecom LLC ("Borrower") comprising NOVA's collateral.
The auction will be conducted on Nov. 4, 2022, at 10:00 a.m. ET at
the offices of Jones Day, 250 Vesey Street, 32nd Floor, New York,
New York 10281.
All bidders must qualify in advance of the auction by contacting
counsel for NOVA: Thomas Wearsch, Esq., at 216-586-7015 or
twearsch@jonesday.com
The collateral will be offered for sale in bulk only, which means
the successful bidder at the auction must bid on and be prepared to
purchase all of the collateral. For the auction rules and a list
of the collateral, contact Mr. Wearsch.
Xchange Telecom LLC -- https://www.xchangetele.com/ -- is a service
telecommunications and data provider.
YAK ACCESS: Starts Negotiations With Lenders Amid Cash Crunch
-------------------------------------------------------------
Rachel Butt of Bloomberg Law reports that Yak Access is exploring
new financing options to help it navigate an ongoing period of weak
demand from oil and gas pipeline clients, according to people with
knowledge of the situation.
Some lenders have begun confidential discussions with the company
and sponsor Platinum Equity around a potential capital injection,
said the people, who asked not to be identified because the talks
are private. Proposals are being exchanged and no deal has been
finalized yet, they said.
Representatives for Yak and Platinum Equity didn't immediately
respond to requests for comment.
About Yak Access LLC
Yak Access, LLC, headquartered in East Columbia, Mississippi, is a
specialty equipment leasing and logistics company focused on
temporary access solutions to remote construction sites mostly
serving energy infrastructure repair and development work in North
America. The company generated revenues of $483 million during the
twelve months ended March 31, 2020. Platinum Equity owns 50.1% of
Yak Access, LLC and the Jones Companies and Beasley Forest Products
jointly own the other 49.9%.
YOURWAY HOSPITALITY: Springhill Suites Owner Files for Chapter 11
-----------------------------------------------------------------
Hotel owner Yourway Hospitality LLC has filed for chapter 11
protection in the Middle District of Florida amid a dispute between
its two owners.
The Debtor is a privately held Florida limited liability
corporation formed in October 2019. New Prism, LLC, is a 50% owner
and its principal, Mr. Jay Patel is a managing member. Yourway
Property Investments, LLC, is the other 50% owner and its
principal, Mr. Gulamali Jaffar, is a manager.
On Jan. 16, 2020, Debtor purchased a 105-room Springhill Suites
located at 201 North Towne Road, Sanford, Florida 32771 and have
overseen the Hotel since the purchase.
The Debtor has no employees. The Debtor owns the Hotel but the
day-to-day operations are performed through a Management Agreement
with Driftwood Hospitality Management, LLC.
The Debtor filed the Chapter 11 to preserve the current value after
Mr. Jaffar refused to consider substantial purchase offers while
also seeking to destabilize the Debtor by increasing the interest
on his insider loan and threatening to default the Debtor on such
loan. Additionally, substantial improvements have been demanded by
Marriott (the franchisor) which threatens the financial viability
to operate.
In May 2002, New Prism filed a state court judicial dissolution
proceeding to force a sale of the real property. Mr. Jaffar,
through his entity, and Debtor, made a buyout offer but have
threatened to delay such proceeding such that value will be lost
during extended state court litigation.
Ultimately, Debtor, through Mr. Patel, elected to file Chapter 11
after Mr. Jaffar unilaterally, and without warning moved, over
$500,000 of Debtor funds to an account over which only he had
control or visibility. Mr. Jaffar has claimed he moved the funds
because of a withdrawal by Mr. Patel; however, Mr. Patel's
withdrawal was done only to match prior withdrawals, without notice
by Mr. Jaffar.
The Debtor's assets include approximately $550,000 in cash and cash
equivalents, and real property valued (based on recent offers) at
$14,500,000. The Debtor currently has no secured debt. Mr. Jaffar
has an insider unsecured loan of $8,650,000. Other trade debt
totals $50,000.
About Yourway Hospitality
Yourway Hospitality LLC, doing business as SpringHill Suites by
Marriott Sanford, is a limited liability company in Florida.
Yourway Hospitality LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03729) on
Oct. 17, 2022. In the petition filed by Jay Patel, as manager, the
Debtor reported assets between $10 million and $50 million and
liabilities between $1 million and $10 million.
The Debtor is represented by R Scott Shuker of Shuker & Dorris,
P.A.
*********
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