/raid1/www/Hosts/bankrupt/TCR_Public/221123.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, November 23, 2022, Vol. 26, No. 326
Headlines
243 FOOD: Case Summary & 20 Largest Unsecured Creditors
5280 AURARIA: Taps Colliers Bennet& Kahnweiler as Broker
A BETTER WAY: Taps The Butler Law Group as Bankruptcy Counsel
ADDISON DATA SERVICES: Billing Associates Claims Dismissed
ADVANTAGE SOLUTIONS: S&P Alters Outlook to Neg., Affirms 'B+' ICR
AIBUY HOLDCO: Katten Muchin Represents Jon Gunderson, 4 Others
AIBUY HOLDCO: Seeks to Hire Foley & Lardner as Legal Counsel
AIBUY HOLDCO: Seeks to Hire Greg Baracato of CR3 Partners as CRO
CELSIUS NETWOR: Examiner to Probe Potential Ponzi Scheme
CONNECTICUT RESTORATION: Case Summary & 18 Unsecured Creditors
CUREPOINT LLC: Trustee Seeks Cash Collateral Access
DEALER ACCESSORIES: Taps Schaaf CPA Group as Accountant
DETAIL DESIGN: Case Summary & 20 Largest Unsecured Creditors
DGS REALTY: Unsecureds Owed $437 Unimpaired in Plan
DOLPHIN ENTERTAINMENT: Reports Third Quarter Net Loss of $1.3M
DOSHI ASSOCIATES: Case Summary & One Unsecured Creditor
DOTDASH MEREDITH: S&P Downgrades ICR to 'B+' on Weak Performance
DYNAMETAL TECHNOLOGIES: Taps Newmark as Real Estate Agent
EAST HARLEM: S&P Assigns 'BB+' Rating on 2022 Revenue Bonds
ENDO INTERNATIONAL: Taps O'Melveny & Myers as Special Counsel
FALCONE ENTERPRISES: Fine-Tunes Disclosure Statement
FRONT SIGHT: Joinder to Debtor's Omnibus Reply to Objections
FRONT SIGHT: Says Plan Does Not Violate Absolute Priority Rule
HINDU TEMPLE: Denial of Annamalai's Hyde Amendment Claim Affirmed
HTP INC: Unsecureds to Be Paid From HyTech-HTP Distributions
IAC INC: S&P Cuts ICR to 'BB-' on Weak Performance of Subsidiaries
IMPERIAL TRANSPORTATION: Gets OK to Hire Jill Cowan as Accountant
INSTASET PLASTICS: Gets OK to Hire Strobl Sharp as Legal Counsel
INSTASET PLASTICS: Taps DWH LLC as Financial Consultant
INVESTMENTS SWK: Case Summary & Eight Unsecured Creditors
JASPER PELLETS: Exclusivity Period Extended to Nov. 30
LG PARENT: S&P Affirms 'B-' ICR on Debt Issuance, Outlook Stable
LSF9 ATLANTIS: S&P Alters Outlook to Positive, Affirms 'B' ICR
M RENTAL BROOKLYN: SARE Joins Owners in Chapter 11 With Plan Deal
MAGNOLIA OFFICE: PS Funding Says It's Ready to File Plan
MARKAM TRANSPORT: Seeks Cash Collateral Access
METRO SERVICE: Seeks to Hire Heller Draper & Horn as Legal Counsel
MIDLAND ELECTRIC: Seeks to Hire Hester Baker Krebs as Legal Counsel
MMJS ENGINERING: Seeks to Hire RHM Law as Bankruptcy Counsel
MYMD DIRECT: Case Summary & 13 Unsecured Creditors
NEWTON CONSTRUCTION: Seeks Cash Collateral Access
NGV GLOBAL: Files Emergency Bid to Use Cash Collateral
NTI-NV INC: Unsecured Creditors to Get Remaining Cash
OLD FIELD HOLDINGS: Seeks Chapter 11 to Stop Foreclosure
PBF HOLDING: S&P Upgrades ICR to 'BB' on Strong Financial Metrics
PENTA STATE: Taps Munsch Hardt Kopf & Harr as Bankruptcy Counsel
PHOENIX SERVICES: Committee Taps Cole Schotz as Delaware Counsel
PHOENIX SERVICES: Committee Taps FTI as Financial Advisor
PHOENIX SERVICES: Committee Taps Squire Patton as Lead Counsel
PIPELINE HEALTH: Blue Shield Says Plan Patently Unconfirmable
POWER STOP: S&P Lowers ICR to 'CCC+' Due to Constrained Liquidity
RAGSTER INVESTMENT: Case Summary & Seven Unsecured Creditors
REHME CUSTOM: Claims to be Paid From Disposable Income
RICH'S FOOD: Case Summary & 20 Largest Unsecured Creditors
SABRE CORP: S&P Rates New $535MM Senior Secured Notes 'B'
SAN JORGE HOSPITAL: Committee Taps Cardona Jimenez as Counsel
SNIPER SERVICES: Dec. 14 Hearing on Disclosures and Plan
SPECIAL UNIT: Seeks to Hire RHM Law as Bankruptcy Counsel
STARLIN LLC: Debtors, CPBH Entities Propose Plan After Settlement
STOCKTON GOLF: Gets OK to Hire Felderstein as Legal Counsel
SUMMIT LLC: Seeks to Hire Haberbush LLP as New Counsel
TAG MOBILE: Trustee Gets OK to Hire Bodwell as Auditor
TPC GROUP: Beefs Up Recovery for Unsecureds in Plan
TRINITY STONE: Taps Ronald D. Bookmyer CPA as Accountant
VILLAGE PLACE: Case Summary & 20 Largest Unsecured Creditors
VILLAGE RIDGE: Case Summary & 20 Largest Unsecured Creditors
VPR BRANDS: Incurs $55K Net Loss in Third Quarter
WILLIAMS LAND: Ward and Smith Represents JB&B Capital, 2 Others
[*] Simpson Thacher Names New Senior Counsel and Counsel
[*] Weil, Gotshal & Manges Elects 12 New Partners
*********
243 FOOD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 243 Food LLC
143-60 243rd Street
Rosedale, NY 11422
Business Description: The Debtor operates a grocery store at 143-
60 243rd Street, Rosedale, New York.
Chapter 11 Petition Date: November 22, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 22-42912
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Marc A. Pergament, Esq.
WEINBERG, GROSS & PERGAMENT LLP
400 Garden City Plaza
Suite 309
Garden City, NY 11530
Email: mpergament@wgplaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mazen A. Dayem as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/TNEAYFA/243_Food_LLC__nyebke-22-42912__0001.0.pdf?mcid=tGE4TAMA
5280 AURARIA: Taps Colliers Bennet& Kahnweiler as Broker
--------------------------------------------------------
5280 Auraria, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to hire Colliers, Bennet & Kahnweiler,
Inc. to market and sell its properties located at 1051 14th St. and
1405 Curtis St., Denver, Colo.
Colliers will get a 0.5 percent commission of the final purchase
price of the properties.
Craig Stack, senior vice president of Colliers, disclosed in a
court filing that he and his firm are "disinterested" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Craig Stack
Colliers, Bennet & Kahnweiler, Inc
dba Colliers International Denver
4643 S Ulster St #1000
Denver, CO 80237
Phone: +1 303-745-5800
Email: Craig.Stack@colliers.com
About 5280 Auraria
5280 Auraria, LLC owns Auraria Student Lofts, a high-rise building
in downtown Denver aimed at providing housing for college students.
5280 Auraria's sole member and manager is Nelson Partners, LLC, a
Utah limited liability company. The individual principal is
Patrick Nelson.
5280 Auraria sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 22-12059) on June 9,
2022. In the petition filed by Mr. Nelson, the Debtor listed
between $50 million and $100 million in both assets and
liabilities.
Judge Kimberley H. Tyson oversees the case.
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is
the Debtor's counsel.
A BETTER WAY: Taps The Butler Law Group as Bankruptcy Counsel
-------------------------------------------------------------
A Better Way of Life, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Columbia to employ The Butler Law Group,
PLLC to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. representing the Debtor in all aspects of the case, including
settlement negotiations and the filing of bankruptcy schedules,
statements of financial affairs and reports; and
b. providing advice concerning the administration of the estate,
the filing of necessary motions, the prosecution and defense of any
contested matters or adversary proceedings involving the Debtor in
the bankruptcy court; and confirmation of the Debtor's Chapter 11
plan.
The Butler Law Group will be paid at these rates:
Attorneys $450 to $550 per hour
Paralegals $125 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Craig Butler, Esq., a partner at The Butler Law Group, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Craig A. Butler, Esq.
The Butler Law Group, PLLC
1455 Pennsylvania Avenue, NW, Suite 400
Washington, DC 20004
Tel: (202) 587-2773
Email: cbutler@blgnow.com
About A Better Way of Life
A Better Way of Life, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D.C. Case No. 22-00166 ELG) on Sept. 15, 2022, with as much
as $50,000 in both assets and liabilities. Craig A. Butler, Esq.,
at The Butler Law Group, PLLC is the Debtor's legal counsel.
ADDISON DATA SERVICES: Billing Associates Claims Dismissed
----------------------------------------------------------
In the case styled BILLING ASSOCIATES NORTHWEST, LLC, a Washington
limited liability company, Plaintiff, v. ADDISON DATA SERVICES,
LLC, a Texas limited liability company; LESLIE W. KREIS, Jr., a
Texas resident; MENEDOZA LINE CAPITAL, LLC, a limited liability
company; DAVID DURHAM, KORENVAES HORIZON PARTNERS, L.P, a limited
partnership; CHRISTOPHER HARPER, a Texas resident; CORBETT CAPITAL
LLC, a limited liability company; PAT CRAINE, a Texas resident; JOE
CRAINE, a Texas resident; and JOHN/JANE DOES, fictitious names for
persons receiving constructive trust property, Defendants, Case No.
C20-1854RSM, (W.D. Wash.), District Judge Ricardo S. Martinez, on
Wednesday, Nov. 16, 2022, issued an Order granting Addison Data
Services' and Remaining Defendants LLC Members' motions to dismiss
Plaintiff Billing Associates Northwest's claims with leave to
amend.
Billing Associates is a Washington limited liability company that
provides contract procurement and sales representative type
services. Addison Data Services' ("ADS) provides submetering and
billing services to landlords. ADS was owned and managed by the
other the Defendants in the case ("Remaining Defendants").
On Jan. 3, 2011, ADS and Billing Associates signed an Agreement for
Billing Associates to sell ADS' services to Washington landlords.
Pursuant to the Agreement, ADS was to deposit the payments received
into a Trust Account, and transfer its apportioned fees to its
Operating Account. On June 20, 2014, Billing Associates terminated
the Agreement due to alleged ADS breaches. ADS filed for Chapter 7
Bankruptcy on July 18, 2014. Subsequently, an automatic stay was
ordered, and a Chapter 7 Trustee was appointed.
Billing Associates filed a claim in the bankruptcy proceeding. A
Settlement Agreement was reached in May 2015, in which Billing
Associates' unsecured claims in the bankruptcy case were liquidated
and parties agreed to a mutual release of all claims ("Release").
During the bankruptcy proceedings, Billing Associates suspected
that ADS may have transferred funds from the Trust Account to its
Operating Account and Remaining Defendants. Billing Associates
asserts that it could not investigate this further due to the
automatic stay, which was in place until Dec. 27, 2016. After the
stay was lifted, Billing Associates received further information
revealing that ADS transferred funds for its own benefits and the
Remaining Defendants, instead of reimbursing the landlords and
Billing Associates. The bankruptcy case was reopened in mid-2020 at
Billing Associates' request, asserting that its claims against
Remaining Defendants were not listed in the initial petition.
Sometime in May 2021, the bankruptcy court approved the sale of all
of ADS' claims previously not administered and subsequently a final
report was filed on Nov. 17, 2021. The bankruptcy court closed the
case for a second time on Aug. 10, 2022.
Billing Associates now sues ADS and Remaining Defendants, claiming
they breached a fiduciary duty owed to Billing Associates and that
the Remaining Defendants aided and abetted in ADS' breach. ADS
argues that Billing Associates fully released its claims by signing
a settlement agreement and Release that were subsequently approved
by the bankruptcy court. ADS asserts that Billing Associates
recovered its damages once already through the parties' Release and
thus cannot attempt to recover again through a breach of fiduciary
duties as claimed herein.
First, Billing Associates argues that the Release is an affirmative
defense that is improper at this stage. Second, Billing Associates
asserts that ADS was not a named party to the settlement agreement
and Release, reasoning that a Trustee who administers a Chapter 7
Bankruptcy estate is not the debtor business entity. Third, Billing
Associates states that the Release was not signed by the Trustee.
Finally, Billing Associates claims that a footnote in the Release
exempts the claims pursued herein.
The Court is not persuaded by Billing Associates' arguments. Under
Rule 12(b)(6), dismissal is appropriate when the "asserted claims
are barred by a release or other provision in a prior settlement
agreement between the litigants. The Court notes that in reviewing
the Release, the Trustee had the right to settle the claims against
ADS, and upon the bankruptcy court's approval, the Release was
"final and unappealable."
Billing Associates' final argument related to the carve out in the
footnote — which provides that the Release has no impact on
"post-petition access to the estate's database," exempting "any
related claims against the bankruptcy estate."
The Court notes that Billing Associates provides no factual
assertions or legal authority to explain why its claims related to
ADS' pre-petition actions — that ADS transferred the Utility
Consumption Charges from the Trust Account without the Landlords'
direction — fall under this post-petition carveout. Accordingly,
the Court determines that Billing Associates has failed to state a
claim of breach of fiduciary duty against Defendant ADS and
concludes that dismissal under Rule 12(b)(6) is proper.
ADS next moves to dismiss based on the statute of limitations,
contending that Billing Associates learned of the facts alleged
herein during ADS's bankruptcy and failed to assert these claims in
multiple venues, now filing this case four years after the initial
dismissal of ADS's bankruptcy. Billing Associates argues that the
statute of limitations is equitably tolled because the bankruptcy
automatic stay prevented it from commencing action against ADS.
The Court agrees with ADS that Billing Associates had opportunities
to pursue this claim during ADS' bankruptcy — Billing Associates
has not pled any extraordinary circumstance that prevented it from
bringing this action earlier, nor has it pled that ADS committed
fraud or otherwise contributed to the delay.
In addition, the Court rules that "Billing Associates' claims
against Remaining Defendants are similarly barred by the statute of
limitations. . . Even if the claims were not time barred, the
Trustee — not Billing Associates — would have had standing to
bring such claims against the members of the limited liability
company. . . The Trustee, however, chose not to pursue such claims
to conclusion during the bankruptcy proceedings or any time before
the lapse of the statute of limitations." Thus, the Court concludes
that Billing Associates' claims against Remaining Defendants are
also properly dismissed for failure to state a claim.
The Court, however, finds that the above deficiencies with the
Complaint can possibly be cured by amendment considering that:
there has been no evidence of undue delay or bad faith; the
Defendants have failed to show that any amendment would be futile;
and prejudice to the Defendants if amendment is permitted will be
minimal. The Court grants Billing Associates' leave to amend its
Complaint.
A full-text copy of the Order dated Nov. 16, 2022, is available at
https://tinyurl.com/2bapxyuk from Leagle.com.
ADVANTAGE SOLUTIONS: S&P Alters Outlook to Neg., Affirms 'B+' ICR
-----------------------------------------------------------------
S&P Global Ratings affirmed all its ratings on the sales and
marketing services company Advantage Solutions Inc., including its
'B+' issuer credit rating and 'BB-' issue-level ratings on its
first-lien term loan facility and senior secured notes, because of
satisfactory demand, a company-imposed temporary halt to M&A, and
management's stated intention to reduce leverage. The recovery
rating on the term loan and notes remains '2', indicating that
creditors could expect substantial (70% to 90%; rounded estimate:
70%) recovery in the event of a payment default.
S&P revised the outlook to negative, reflecting the potential for a
lower rating over the next few quarters given the risk of ongoing
wage inflation, difficulties attracting and maintaining a
sufficient number of workers, and fragile economic conditions
potentially resulting in adjusted leverage sustained above 5x.
The outlook revision reflects lower-than-expected profitability and
potentially persistent tight labor market conditions and
macroeconomic headwinds. Advantage's top line continued to recover
with support from a gradual improvement in its demonstration and
sampling business and strong demand for retail and merchandising
services. S&P said, "However, Advantage has underperformed our
profit expectations as depicted by a 17% drop in its S&P Global
Ratings'-adjusted EBITDA over the year-to-date period ending
September 2022 compared with the same period last year. This
resulted in adjusted leverage deteriorating to 4.7x as of September
2022 from about 4.3x as of September 2021. This is primarily
because of the tight labor market conditions which have, among
other things, increased wage costs and made it difficult for the
company to recruit and retain eligible workers. While the company
has instituted price increases to cover the incremental costs,
there is a time lag for the pricing actions to flow through into
profits. As a result, we expect EBITDA will remain depressed over
the next few quarters causing adjusted EBITDA to deteriorate around
20% in 2022 and another 10% in 2023. While this will push
forecasted adjusted leverage above our 5x downgrade trigger at end
of 2022 and 2023, we assume the company will be able to eventually
offset most of its cost headwinds and sustain normalized adjusted
EBITDA at or above $400 million over the medium term. While not
included in our forecast, it is also possible that Advantage could
repay term loan debt to improve its S&P Global Ratings'-adjusted
leverage. Since the company is majority owned by private equity
firms, we do not net cash against debt."
Advantage's recovery has also been slower than expected due to the
unavailability of labor resulting in unfilled demand in its
demonstration and sampling business, and some volume pullback and
deferrals across its sales and marketing segments. S&P said,
"Although we believe the impact of the lost business has not been
material, its possible consumer packaged goods (CPG) companies
could reduce spending on sales and marketing services in a
recessionary environment and/or in-source certain functions, such
as the headquarter business. We saw this happen across the industry
before the pandemic when center-of-store demand was weak.
Nevertheless, we believe demand for Advantage's services is
recovering from pandemic lows and some of its services are
considered essential for its customers."
S&P said, "Our base case forecast assumes Advantage will generate
satisfactory free operating cash flow (FOCF) while prudently
managing capital allocation priorities. Our forecast assumes
Advantage will continue to spend on working capital in 2022 as it
ramps up its demonstration and sampling business, albeit lower than
2021. We expect the company will generate operating cash flow (OCF)
of around $140 million in 2022, slightly above the $126 million
generated in 2021, thereafter improving to around $210 million in
2023 supported by normalized working capital spending.
Additionally, the absence of the one-off high acquisition-related
earn-out payments and pandemic-driven payroll-related tax payments
incurred in 2022 should have a positive impact on cash flows in
2023.
"We think the company's recent announcement to pause M&A activity
and focus on deleveraging is a credit positive. However, the
company has not provided an explicit deleveraging strategy,
therefore our base-case forecast does not model any debt repayment
despite strong FOCF generation. As a result, our leverage metrics
continue to weaken in 2023, because of lower forecasted EBITDA with
a recovery expected in late 2023 and 2024 based on our assumption
that labor market conditions will stabilize and the company will
pass through most of its input cost inflation."
The negative outlook reflects the potential for a lower rating over
the next few quarters if the company cannot stabilize and reverse
recent and expected near-term EBITDA deterioration, resulting in
forecasted adjusted leverage sustained above 5x. This could result
if:
-- Labor cost inflation persists and the company is unable to
successfully pass along or otherwise offset most of the cost
increase over time.
-- It is unable to attract, train, and retain staff at sufficient
levels to adequately serve its customers.
-- A decline in usage of outsourced sales and marketing agencies
by CPG firms, possibly to save money in the face of significantly
higher input costs, or reduced consumer spending.
-- Significant supply chain disruptions that lead to reduced or
lower-than-expected rebound in demand for the demonstration and
sampling business.
-- A loss of multiple customers due to intensifying competition,
possibly in an environment where center-of-store demand weakens
considerably.
S&P could also lower the rating if financial policy becomes more
aggressive, most likely due to the usage of FOCF to fund material
acquisitions or share buybacks.
S&P could revise its outlook to stable over the next 12 months if
Advantage is able to stabilize and improve EBITDA or repay debt in
2023, such that it believes adjusted leverage will be sustained
below 5x. This could result if the company is able to:
-- Successfully recover its higher costs through price increases
without damaging existing customer relationships.
-- Meet existing customer demand for its services and win new
business.
ESG credit indicators: E-2; S-2; G-3
AIBUY HOLDCO: Katten Muchin Represents Jon Gunderson, 4 Others
--------------------------------------------------------------
In the Chapter 11 cases of AiBuy Holdco, Inc., et al., the law firm
of Katten Muchin Rosenman LLP submitted a verified statement under
Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose
to disclose that it is representing the Petitioning Creditors.
Katten was retained to represent Jon Gunderson and the John and
Barbara Kutasi Family Trust dated February 7, 1997 on or about
September 14, 2022. On or about September 21, 2022, Katten was
retained to represent Deposits Inc.
On September 23, 2022, Gunderson, the Kutasi Family Trust, and
Deposits filed an involuntary petition for relief against AiBUY
Holdco, Inc. seeking to have AiBUY Holdco, Inc. placed in a chapter
11 proceeding [Dkt. No. 1].
Katten was retained to represent HotMic, Inc. on or about October
14, 2022. HotMic filed a joinder to the Involuntary Petition on
October 17, 2022 [Dkt. No. 9].
Katten was retained to represent Lodestar Datalab, LLC on or about
October 17, 2022. Lodestar filed a joinder to the Involuntary
Petition on October 19, 2022. [Dkt. No. 12].
Collectively, Gunderson, the Kutasi Family Trust, Deposits, HotMic,
and Lodestar are referred to herein as the Petitioning Creditors.
Katten represents Intellective Capital, the Petitioning Creditors,
and Intellective Acquisition, collectively referred to herein as
the Clients.
As of Nov. 21, 2022, the Petitioning Creditors and their
disclosable economic interests are:
Jon Gunderson
2217 Sea Biscuit, #107
Spicewood, TX 78669
Nature of claim: Promissory note
Amount of Claim: at least $575,075.97
Shares: 25,951,403
John and Barbara Kutasi Family Trust
dated February 7, 1997
5627 Sloan Place
Calabasas, CA 91302
Nature of claim: Promissory note
Claim (Note B): at least $1,655,733.22
Claim (Extended Note A): at least $1,979,553.02
Shares: 8,638,717
Deposits
2001 Ross Avenue, Suite 700-155
Dallas, TX 75201
Nature of claim: Trade debt
Amount of claim: at least $39,821.30
HotMic Inc.
132 Oak Terr,
Lake Bluff, IL 60044
Nature of claim: Trade debt
Amount of claim: Claim: at least $30,000
Lodestar Datalab, LLC
9923 Cedar Crest Drive
Helotes, TX 78023
Nature of claim: Trade debt
Amount of claim: at least $5,000
Katten has fully advised the Clients with respect to this
concurrent representation. Each Client has agreed to such
representation and has requested that Katten represent them in this
case.
The information herein is provided only for the purpose of
complying with Bankruptcy Rule 2019 and is not intended for any
other use or purpose.
Katten reserves the right to amend or supplement this Verified
Statement in accordance with the requirements of Bankruptcy Rule
2019.
Counsel for Petitioning Creditors can be reached at:
John E. Mitchell, Esq.
Michaela Crocker, Esq.
Yelena Archiyan, Esq.
KATTEN MUCHIN ROSENMAN LLP
2121 N. Pearl St., Suite 1100
Dallas, TX 75201
Telephone: (214) 765-3600
Facsimile: (214) 765-3602
E-mail: john.mitchell@katten.com
michaela.crocker@katten.com
yelena.archiyan@katten.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3i02H6l
About Aibuy Holdco
Based in Texas, AiBUY Inc., also known as Cinsay Inc.
http://www.aibuy.io-- enables a frictionless in-content shopping
experience across the digital ecosystem. With 82 granted patents,
the overlay technology powers an end-to-end e-commerce solution.
AiBUY has integrated with leading e-commerce platforms such as
Shopify, Salesforce, Magento and more, to power shippable
experiences for clients across sports, entertainment and lifestyle
industries.
An involuntary Chapter 11 petition has been filed against Aibuy
Holdco Inc. (Bankr. N. Tex. Case No. 22-31737) on Sept. 23, 2022.
The petitioners who assert $2.2 million in claims against the
Debtor are Jon Gunderson, John Kutasi and Deposit Inc. The
petitioners' counsel is Katten Muchin Rosenman, LLP.
On Nov. 1, 2022, AiBUY Opco, LLC filed a voluntary petition for
Chapter 11 protection (Bankr. N. Texas, Case No. 22-32077). The
case is jointly administered with Aibuy Holdco's Chapter 11 case.
Judge Stacey G. Jernigan oversees both cases.
The Debtors tapped Foley & Lardner, LLP as legal counsel; CR3
Partners, LLC, as restructuring advisor; and Stretto, Inc., as
claims and noticing agent. Greg Baracato, a partner at CR3
Partners, serves as the Debtors' chief restructuring officer.
AIBUY HOLDCO: Seeks to Hire Foley & Lardner as Legal Counsel
------------------------------------------------------------
AiBUY Holdco, Inc. and AiBUY Opco, LLC seek approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Foley &
Lardner, LLP as their legal counsel.
The firm's services include:
a. giving advice to the Debtors with respect to their powers
and duties in the continued operation of their business, including
the negotiation and finalization of financing agreements;
b. assisting in identifying assets and liabilities of the
estate;
c. assisting the Debtors in formulating a plan of
reorganization or liquidation and taking necessary legal steps in
order to confirm such plan, including the preparation and filing of
a disclosure statement;
d. preparing and filing legal papers and adversary
proceedings;
e. appearing in court;
f. analyzing claims and competing property interests, and
negotiating with creditors and other parties-in-interest;
g. advising the Debtors in connection with any potential sale
of their assets; and
h. performing all other legal services.
The hourly rates of the firm's attorneys and staff are as follows:
Attoenys $475 - $990 per hour
Paraprofessional $155 - $580 per hour
Holland N. O'Neil, Partner $990 per hour
Mark C. Moore, Senior Counsel $620 per hour
Stephen A. Jones, Associate $475 per hour
Janelle C. Harrison, Paralegal $260 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Foley received a retainer in the aggregate amount of $300,020.
Holland O'Neil, Esq., a partner at Foley & Lardner, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
O'Neil disclosed the following:
-- Foley & Lardner agreed to utilize its lower, discounted
rates for this engagement.
-- None of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case.
-- Foley & Lardner periodically adjusts the hourly rates of
its timekeepers, typically on or about Feb. 1. The current hourly
rates of the attorneys range between $475 and $990, and the hourly
rates of paraprofessionals range between $155 to $580.
-- The Debtors approved Foley & Lardner's budget and staffing
plan for the period from Nov. 1, 2022, through the end of the
existing debtor-in-possession (DIP) budget.
The firm can be reached through:
Holland N. O'Neil, Esq.
Mark C. Moore, Esq.
Stephen A. Jones, Esq.
Foley & Lardner, LLP
2021 McKinney Avenue, Suite 1600
Dallas, TX 75201
Telephone: (214) 999-3000
Facsimile: (214) 999-4667
Email: honeil@foley.com
mmoore@foley.com
sajones@foley.com
About Aibuy Holdco
Based in Texas, AiBUY Inc., also known as Cinsay Inc.
[www.aibuy.io], enables a frictionless in-content shopping
experience across the digital ecosystem. With 82 granted patents,
the overlay technology powers an end-to-end e-commerce solution.
AiBUY has integrated with leading e-commerce platforms such as
Shopify, Salesforce, Magento and more, to power shoppable
experiences for clients across sports, entertainment and lifestyle
industries.
An involuntary Chapter 11 petition has been filed against Aibuy
Holdco Inc. (Bankr. N. Texas, Case No. 22-31737) on Sept. 23, 2022.
The petitioners who assert $2.2 million in claims against the
Debtor are Jon Gunderson, John Kutasi and Deposit Inc. The
petitioners' counsel is Katten Muchin Rosenman, LLP.
On Nov. 1, 2022, AiBUY Opco, LLC filed a voluntary petition for
Chapter 11 protection (Bankr. N. Texas, Case No. 22-32077). The
case is jointly administered with Aibuy Holdco's Chapter 11 case.
Judge Stacey G. Jernigan oversees both cases.
The Debtors tapped Foley & Lardner, LLP as legal counsel; CR3
Partners, LLC as restructuring advisor; and Stretto, Inc. as
claims
and noticing agent. Greg Baracato, a partner at CR3 Partners,
serves as the Debtors' chief restructuring officer.
AIBUY HOLDCO: Seeks to Hire Greg Baracato of CR3 Partners as CRO
----------------------------------------------------------------
AiBUY Holdco, Inc. and AiBUY Opco, LLC seek approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire CR3
Partners, LLC and designate Greg Baracato as the chief
restructuring officer.
The Debtors require a restructuring advisor to:
b. establish a communication protocol with stakeholders,
including working with the Debtors' employees, professionals,
lenders, landlords, creditors and other stakeholders;
c. provide leadership to the daily operation of the Debtors;
d. lead the preparation of financial projections and cash flow
budgets, including implementing cash conservation strategies,
tactics and processes where appropriate and feasible;
e. identify liquidity needs and assist the management team in
the solicitation and negotiation of debtor-in-possession (DIP)
financing;
f. assist in managing the sale or liquidation of the Debtors'
assets and the closing of such sale;
g. assist in the preparation of first day motions, statements
of financial affairs, schedules of assets and liabilities, and
monthly operating reports;
h. assist the Debtors' legal counsel and provide testimony in
any legal proceeding;
i. negotiate with creditors and other constituents of the
Debtors concerning restructuring of debt or a plan of
reorganization or liquidation; and
j. provide other necessary services.
The firm will charge these hourly fees:
Partners $725 - $895 per hour
Directors and Managers $425 - $650 per hour
Senior Associates $375 - $425 per hour
CR3 received retainers in the aggregate amount of $75,000.
As disclosed in court filings, CR3 is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Greg Baracato, Partner
CR3 Partners, LLC
13355 Noel Road, Suite 2005
Dallas, TX 75240
Phone: (214) 215-3940
Email: greg.baracato@cr3partners.com
About Aibuy Holdco
Based in Texas, AiBUY Inc., also known as Cinsay Inc.
[www.aibuy.io], enables a frictionless in-content shopping
experience across the digital ecosystem. With 82 granted patents,
the overlay technology powers an end-to-end e-commerce solution.
AiBUY has integrated with leading e-commerce platforms such as
Shopify, Salesforce, Magento and more, to power shoppable
experiences for clients across sports, entertainment and lifestyle
industries.
An involuntary Chapter 11 petition has been filed against Aibuy
Holdco Inc. (Bankr. N. Texas, Case No. 22-31737) on Sept. 23, 2022.
The petitioners who assert $2.2 million in claims against the
Debtor are Jon Gunderson, John Kutasi and Deposit Inc. The
petitioners' counsel is Katten Muchin Rosenman, LLP.
On Nov. 1, 2022, AiBUY Opco, LLC filed a voluntary petition for
Chapter 11 protection (Bankr. N. Texas, Case No. 22-32077). The
case is jointly administered with Aibuy Holdco's Chapter 11 case.
Judge Stacey G. Jernigan oversees both cases.
The Debtors tapped Foley & Lardner, LLP as legal counsel; CR3
Partners, LLC as restructuring advisor; and Stretto, Inc. as
claims
and noticing agent. Greg Baracato, a partner at CR3 Partners,
serves as the Debtors' chief restructuring officer.
CELSIUS NETWOR: Examiner to Probe Potential Ponzi Scheme
--------------------------------------------------------
Shoba Pillay, the examiner appointed in the Chapter 11 cases of
Celsius Network, LLC, et al., has filed a motion to expand her work
plan and extend her deadline to file a final report to January
2023.
On Sept. 29, 2022, the Bankruptcy Court approved the appointment of
Shoba Pillay as examiner to investigate and report on topics
related to:
* the Debtors' cryptocurrency holdings, including a
determination as to where the Debtors' cryptocurrency holdings were
stored prepetition and are stored postpetition and whether
different types of accounts are commingled;
* why there was a change in account offerings beginning in April
2022 from the Earn Program to the Custody Service for some
customers while others were placed in a 'Withhold Account'.
On Oct. 11, 2022, the Examiner filed her Work Plan. Under the
Examiner Order, the Examiner's final report will be due 60 days
after the filing of her Original Work Plan -- i.e., Dec. 10, 2022
-- absent further order of the Court on notice to all parties.
Following the Nov. 1, 2022, approval of the Original Work Plan, the
Court entered three orders modifying the work the Examiner was
directed to do:
1. First, the Court directed the Examiner to file an Interim
Report by Nov. 19, 2022, addressing certain factual issues related
to the claims made by two ad hoc groups that the crypto assets held
in Celsius-denominated Custody and Withhold accounts are property
of the account holders, rather than the property of the Debtors'
bankruptcy estates.
2. Second, on Nov. 1, 2022, the Court entered an Order Approving
Examiner's Motion to Confirm Examination Scope or Alternatively for
Expansion of the Scope of the Examination, which clarified that:
a. topic (i) in the Examiner Order includes an examination of
the Debtors' CEL tokens, including why and how other digital assets
were converted into CEL tokens, and how these tokens were marketed,
stored, and traded -- including whether any of the Debtors' trading
practices involving CEL tokens generally or determinations of CEL
tokens awarded as part of the Earn Rewards program -- impacted
their value, and
b. topic (ii) in the Examiner Order includes an examination of
the representations Debtors generally made in public
representations to customers to attract them to their platform and
about their cryptocurrency holdings and account offerings.
3. Finally, On Nov. 14, 2022, the Court entered a Stipulation and
Agreed Order Modifying Scope of Examiner Order under which "[t]he
scope of the Examiner's factual investigation and report is
expanded to include an investigation and report on whether the
Debtors used new deposits being made by customers to make payments
or otherwise meet obligations to existing customers at a time when
the Debtors had no other sources (whether liquid or which could
have been monetized) from which to make such payments or meet such
obligations."
On Nov. 19, 2022, the Examiner filed her Interim Report of Shoba
Pillay, Examiner, which addressed matters relevant to the Custody
and Withhold Issues.
As a result of the work that has been performed to date in
preparing the Interim Report and in connection with the remaining
matters specified in the Examination Orders, the Examiner has been
able to gain a better understanding of the quality and extent of
the Debtors' records and record-keeping systems, and limitations on
the Debtors' abilities to produce certain financial and other
reports. The Examiner also has been able to assess the Debtors'
current staffing levels and the constraints on the Debtors'
abilities to produce requested information on an expedited basis.
Based upon her assessment of the Debtors' record-keeping systems,
constraints on the Debtors' abilities to produce requested
information on an expedited basis, the updated scope of the
examination topics specified in the Examination Orders, and the
current status of her investigation, the Examiner does not believe
that it will be feasible to provide a Final Report on the remaining
examination topics specified in the Examination Orders by Dec. 10,
2022.
The Examiner has prepared an Amended Work Plan which takes into
account the updated scope of her examination set forth in the
Examination Orders, including a revised budget. The Examiner
requests that the Court approve her Amended Work Plan, including
her proposal that the deadline for the Final Report be extended to
Jan. 17, 2023.
The Examiner also estimates the total fees for the Examiner and her
counsel, Jenner & Block, will aggregate approximately $6 to $7
million (versus $3 to $5 million estimated in the original Work
Plan). She also estimates the total fees for her professional
advisors, Huron Consulting, will aggregate approximately $2 to $3
million.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case
No.22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as legal counsels; Centerview Partners, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Stretto, the claims agent and administrative
advisor, maintains the page https://cases.stretto.com/celsius
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.
CONNECTICUT RESTORATION: Case Summary & 18 Unsecured Creditors
--------------------------------------------------------------
Debtor: Connecticut Restoration Specialists, LLC
210D Robert Street
East Hartford, CT 06108
Chapter 11 Petition Date: November 22, 2022
Court: United States Bankruptcy Court
District of Connecticut
Case No.: 22-20823
Judge: Hon. James J. Tancredi
Debtor's Counsel: Gregory F. Arcaro, Esq.
ADVANCED BANKRUPTCY LEGAL SERVICES OF
CONNECTICUT
1 Regency Drive
Suite 200B
Bloomfield, CT 06002
Tel: 860-242-0574
Fax: 860-676-9168
Email: garcaro@grafsteinlaw.com
Total Assets: $1,018,733
Total Liabilities: $1,050,133
The petition was signed by Bret W. Hallenbeck as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/SRVMXDA/Connecticut_Restoration_Specialists__ctbke-22-20823__0001.0.pdf?mcid=tGE4TAMA
CUREPOINT LLC: Trustee Seeks Cash Collateral Access
---------------------------------------------------
David A. Wender, the chapter 11 trustee of Curepoint, LLC, asks the
U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, for entry of an order amending the Third Interim Order
approving the use of cash collateral as set forth in the Trustee's
Amended Budget.
The Amended Budget provides for, among other things, the payment of
the RLKG Fees, ES Fees, SOLIC Fees, and US Trustee Fees, in
addition to certain other amendments that more accurately account
for the Debtor's operational and ordinary course expenses already
approved by the Court. Further, with respect to the Debtor's
budgeted line items, the Trustee further requests that the Court
permit a 15% variance on a cumulative basis. The Debtor's improved
performance and the resulting increase in cash flow evidence that
the granting of such relief will not prejudice or otherwise place
undue financial strain on the Debtor.
To the extent there are lenders that may be entitled to adequate
protection of their respective interests in cash collateral, the
Trustee requests that the Court grant and continue the Adequate
Protection Liens, as provided in the Third Interim Cash Collateral
Order.
The Debtor asserts that its business operations have improved since
the Petition Date, resulting in increased cash-on-hand, as
reflected in the Amended Budget and the Monthly Operating Reports.
Consequently, the Debtor's increased liquidity, coupled with the
Adequate Protection Liens, constitute sufficient adequate
protection to the Debtor's Lenders. As of the end of October 2022,
the Debtor has a cash balance of approximately $560,194.
As previously reported by the Troubled Company Reporter, multiple
merchant cash advance companies assert liens on the Debtor's cash
collateral. Because the MCAs file UCC-1 financing statements
through a servicer, such as Corporation Service Company, it is
impossible at this stage to determine which MCA asserts a first
position interest in the Debtor's cash collateral.
The lenders that may assert an interest in the Debtor's cash
collateral are CLG Servicing, LLC, Lafayette Bank, NFG Advance,
LLC, Parkview Advance, LLC, PointOne Capital, LLC, U.S. Small
Business Administration, AMOA Finance, LLC, and First Liberty
Building and Loan.
A copy of the motion is available at https://bit.ly/3ESAzLj from
PacerMonitor.com.
About Curepoint LLC
Curepoint, LLC -- https://www.curepointcancer.com/ -- provides
radiation treatment for cancer patients at its facility in Dublin,
Ga.
Curepoint filed a petition for Chapter 11 protection (Bankr. N.D.
Ga. Case No. 22-56501) on Aug. 19, 2022, with between $1 million
and $10 million in both assets and liabilities. Phillip Miles,
designated officer, signed the petition.
Judge Jeffery W. Cavender oversees the case.
Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the
Debtor's counsel.
David A. Wender, the Chapter 11 trustee appointed in the Debtor's
case, is represented by Eversheds Sutherland (US), LLP.
DEALER ACCESSORIES: Taps Schaaf CPA Group as Accountant
-------------------------------------------------------
Dealer Accessories, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Indiana to employ Schaaf CPA
Group, LLC as its accountant.
The Debtor requires an accountant to assist with the filing of its
tax returns and operating reports required by the Office of the
U.S. Trustee, and to provide other accounting services.
The firm will be paid at these rates:
John Schaaf $150 per hour
Saw Yu New $150 per hour
Candice McDonald $150 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
John Schaaf, a partner at Schaaf CPA Group, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
John Schaaf
Schaaf CPA Group, LLC
110 N. Union Street
Westfield, IN 46074
Tel: (317) 867-5427
Email: tax@schaafcpa.com
About Dealer Accessories
Dealer Accessories, LLC, doing business as ClearBra Indy, offers
paint protection film designs, professional installations, and
customer service. It is based in Carmel, Ind.
Dealer Accessories sought Chapter 11 protection (Bankr. S.D. Ind.
Case No. 21-03197) on July 12, 2021, with between $100,000 and
$500,000 in assets and between $1 million and $10 million in
liabilities. Kyle Owen, president, signed the petition.
Judge James M. Carr presides over the case.
KC Cohen, Lawyer, PC and Schaaf CPA Group, LLC serve as the
Debtor's legal counsel and accountant, respectively.
DETAIL DESIGN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Detail Design Builders, LLC
13 Columbia Drive, Unit 7
Amherst, NH 03031
Chapter 11 Petition Date: November 22, 2022
Court: United States Bankruptcy Court
District of New Hampshire
Case No.: 22-10577
Judge: Hon. Bruce A. Harwood
Debtor's Counsel: Eleanor Wm. Dahar, Esq.
VICTOR W. DAHAR PROFESSIONAL ASSOCIATION
20 Merrimack Street
Manchester, NH 03101
Tel: (603) 622-6595
Fax: (603) 647-8054
Email: vdaharpa@att.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert L. MacDonald, Jr. as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/66LKJJQ/Detail_Design_Builders_LLC__nhbke-22-10577__0001.0.pdf?mcid=tGE4TAMA
DGS REALTY: Unsecureds Owed $437 Unimpaired in Plan
---------------------------------------------------
DGS Realty, LLC, a Plan of Reorganization and a corresponding
Disclosure Statement on Nov. 11, 2022.
The Debtor's assets consist of the three-and-one-half acre parcel
of land with three buildings on the property, known as 74 Regional
Drive, Concord, New Hampshire. The Debtor owns an additional
parcel of land which is an unbuildable parcel of land, "a gully",
which abuts the larger property, known as 72 Regional Drive,
Concord, New Hampshire. The Debtor had a bank account at the time
of filing the Chapter 11 that had $85,227.50 on deposit. The Debtor
does not own any other assets.
The Debtor has a tenant on the property known as Transformer
Service, Inc. (hereinafter "TSI"). This business is owned by 3
brothers, each owning a 1/3 interest in the company business, David
H. Booth, Manager, Stephen W. Booth, and Gregory A. Booth. They are
the same 3 brothers that own and manage the Debtor.
The tenant TSI pays rent each month to the Debtor in the amount of
$10,000.00. This represents the monthly mortgage payment to PHH in
the amount of $6,750.00 and the real estate tax escrow for the
taxes to the City of Concord for both parcels of real estate in the
amount of $3,065.88. The Debtor has been making this monthly
mortgage payment to PHH's attorney since the filing of the Chapter
11.
The Debtor believes that the fair market value of the real estate
is $1,900,000 as listed on its bankruptcy petition. This property
has one mortgage encumbrance against it. The secured creditor PHH
is described in Class 2 Secured Creditor. The Debtor does not own
any other assets or real estate.
Under the Plan, Class 5 Unsecured Claims total $437.50. The Debtor
anticipates paying these unsecured creditors in full as they are
utility payments to creditors. The Debtor anticipates paying these
unsecured creditors within 30 days after confirmation. The
disbursing agent for the unsecured creditor claims will be the
Debtor. The Debtor does not anticipate objecting to any Proof of
Claims in this case. Class 5 is unimpaired.
Upon confirmation, the monthly rent payable to the Debtor will
remain at $10,000.00 a month. In the event confirmation occurs
after February 1, 2023, the monthly rent payable to the Debtor will
increase to $10,376.00. The increase in rent from TSI to the Debtor
is due to the commencement of repayment of the SBA loan effective
February 1, 2023. Until the TSI business and the Debtor's real
estate are sold, the Debtor will continue to pay PHH its monthly
mortgage payment and tax escrow and will continue to pay the SBA
monthly loan payment of $376.00 starting February 1, 2023. The
Debtor is seeking authority from the Court to employ Everingham &
Kerr, Inc. as the broker to sell the real estate and the business
TSI which will allow the Debtor to pay the PHH mortgage in full and
the real estate taxes in full from the sale proceeds.
Counsel for the Debtor:
Eleanor Wm. Dahar, Esq.
VICTOR W. DAHAR, P.A.
20 Merrimack Street
Manchester, NH 03101
Tel: (603) 622-6595
A copy of the Disclosure Statement dated Nov. 11, 2022, is
available at https://bit.ly/3hCxoOO from PacerMonitor.com.
About DGS Realty
Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate
limited liability company. Formed around May 10, 2017, the company
is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory
A. Booth, each having a 1/3 interest.
DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No.
22-10028) on January 24, 2022. In the petition signed by David H.
Booth, the manager, the Debtor estimated assets and debts between
$1 million and $10 million.
Judge Bruce A. Harwood oversees the case.
Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at
Victor W. Dahar Professional Association.
DOLPHIN ENTERTAINMENT: Reports Third Quarter Net Loss of $1.3M
--------------------------------------------------------------
Dolphin Entertainment, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting
a net loss of $1.31 million on $9.90 million of revenues for the
three months ended Sept. 30, 2022, compared to net income of
$141,651 on $9.40 million of revenues for the three months ended
Sept. 30, 2021.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $1.49 million on $29.37 million of revenues compared to
a net loss of $3.78 million on $25.22 million of revenues for the
same period a year ago.
As of Sept. 30, 2022, the Company had $55.72 million in total
assets, $26.74 million in total liabilities, and $28.98 million in
total stockholders' equity.
Cash used in operating activities was $3.6 million for nine months
ended Sept. 30, 2022, a change of $4.1 million from cash provided
by operating activities of $0.5 million for nine months ended Sept.
30, 2021.
Cash flows used in investing activities for the nine months ended
Sept. 30, 2022 were $3.2 million related primarily to the issuance
of notes receivable. Cash flows used in investing activities for
the nine months ended Sept. 30, 2021 were $0.5 million entirely
related to the acquisition of B/HI, net of cash acquired.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1282224/000155335022000905/dlpn_10q.htm
About Dolphin Entertainment
Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc.
-- http://www.dolphinentertainment.com-- is an independent
entertainment marketing and premium content development company.
Through its subsidiaries, 42West LLC, The Door Marketing Group LLC
and Shore Fire Media, Ltd, the Company provides expert strategic
marketing and publicity services to many of the top brands, both
individual and corporate, in the entertainment, hospitality and
music industries.
Dolphin Entertainment reported a net loss of $6.46 million for the
year ended Dec. 31, 2021, a net loss of $1.94 million for the year
ended Dec. 31, 2020, and net loss of $2.33 million for the year
ended Dec. 31, 2019. As of June 30, 2022, the Company had $52.54
million in total assets, $23.76 million in total liabilities, and
$28.78 million in total stockholders' equity.
DOSHI ASSOCIATES: Case Summary & One Unsecured Creditor
-------------------------------------------------------
Debtor: Doshi Associates, Inc.
1745 Heron Ridge Drive
Bloomfield Hills, MI 48302
Business Description: Doshi Associates is an architectural and
engineering company.
Chapter 11 Petition Date: November 22, 2022
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 22-49210
Debtor's Counsel: Stuart A. Gold, Esq.
GOLD, LANGE, MAJOROS & SMALARZ, PC
24901 Northwestern Hwy.
Suite 444
Southfield, MI 48075
Tel: (248) 350-8220
Email: sgold@glmpc.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Shailesh Doshi as shareholder.
The Debtor listed Ipanema Troy, LLC as its only unsecured creditor
holding a claim of $1,118,133, on account of rent/judgment. The
creditor can be reached at:
c/o Bryan Marcus, Esq.
150 W. 2nd Street,
Ste. 250
Royal Oak, MI 48067
Tel: 248-320-1071
Email: bmarcus.x@gmail.com
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OJD7DJY/Doshi_Associates_Inc__miebke-22-49210__0001.0.pdf?mcid=tGE4TAMA
DOTDASH MEREDITH: S&P Downgrades ICR to 'B+' on Weak Performance
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Dotdash
Meredith Inc. and its rating on the company's $1.25 billion senior
secured term loan to 'B+' from 'BB-', and S&P removed these ratings
from CreditWatch, where they were placed with negative implications
on Oct. 7, 2022.
The stable outlook reflects the company's current cash balance of
$139 million and S&P's expectation for it to generate about $130
million of reported free operating cash flow in 2023, which will
support its operations despite pressured EBITDA generation over the
next 12 months.
The expected recession will limit visibility into the company's
recovery. The company's advertising revenue is exposed to economic
cyclicality. S&P Global economists have recently revised their
baseline forecast to a shallow recession in the first half of 2023.
S&P said, "In a recession, we believe both consumer spending and,
subsequently, demand for digital and print advertising will
decrease significantly. Indeed, current macroeconomic conditions
are already affecting Dotdash's digital revenue, which we expect to
be down 8% in 2022. We forecast economic conditions will improve in
the second half of 2023 and that the company's digital revenue will
grow about 7%, leading to leverage declining back toward 5x by the
end of next year, though the pace of recovery remains highly
uncertain. In a prolonged and deep recession, it's likely that
revenue and EBITDA growth will be below our base case. Even if
there is not a recession in 2023, macroeconomic conditions will
likely temper the company's recovery through the first half of next
year, which could delay significant performance recovery until
2024."
Integration delays affected 2022 performance and could lead to
further underperformance in 2023. Delays in migrating the Meredith
brands over to the Dotdash digital platform have tempered 2022
results and could have an adverse impact on 2023 as well. The plan
was for Dotdash to take Meredith's iconic brands that were
underinvested from a digital standpoint, such as People, and bring
them on the Dotdash platform, which would increase digital traffic
and revenue given content and technological enhancements. However,
labor challenges and other technological issues have set the
company's migration back by about six months. The company has
nearly completed the migration and believes it is past the
integration issues. There is limited track record to show the
success of it, and management estimates it will take six to 12
months for each migrated digital property to begin to realize
traffic growth. It will take an additional six to 12 months for
meaningful improvement in traffic, which is a critical component
for ad revenue growth. This time horizon raises questions about
2023 performance and increases the risk that there won't be
sufficient data to determine the success of the Meredith brand
migration until the end of next year.
Dotdash continues to operate in a highly competitive and fragmented
industry. The next 12 months will be key for Dotdash to show its
advertising partners that its post-migrated business can offer them
better return-on-investment than competitors. Despite the company's
well-known brand names and high amounts of organic traffic, it
still operates in a highly competitive industry, where constant
investment in new content to attract and retain users is critical
to remain competitive. Although its content is well known, it's not
necessarily unique and could be replicated by competitors and new
entrants, given the relatively low barrier to entry. Moreover, the
company's customer relationships are not exclusive, and its
advertising partners could reallocate marketing dollars to
competitors that offer a compelling alternative. The
pay-for-performance nature of the company's digital revenue creates
further earnings volatility, as pricing for its ad inventory space
will be determined by the success of the ad campaigns across its
platform.
S&P said, "The print business is in secular decline, and we expect
it to be a long-term drag on the company's profitability. Given the
recent restructuring of the business and the long-term secular
decline in print-based publications, we expect print revenue to
decline about 25% in 2022 and 15% in 2023. In the first quarter of
2021, Dotdash announced plans to discontinue seven of its print
publications and shutter PeopleTV to better rationalize the
portfolio and discontinue low-performing assets. There was
subsequently $37 million in severance-related expenses tied to the
restructuring, which is affecting 2022 EBITDA. Although the
restructuring should improve segment profitability, and the
severance expense will roll-off next year, we expect segment
profitability to remain weak. While we believe the company's
digital margins could reach in excess of 20%, expected
year-over-year declines in advertising, newsstand, and subscription
revenue will likely sustain print EBITDA margin in the
low-single-digit percentages. The company will be reliant on
further cost reductions to offset the ongoing revenue decline at
print for it to achieve a sustained EBITDA base at this business.
"The company's large cash balance and positive free cash flow
generation will likely limit downside ratings risk. We expect
Dotdash to end 2022 with about $180 million of cash on the balance
sheet. Despite our expectations for a challenging operating
environment in 2023, we still expect the company to generate about
$130 million of reported free operating cash flow next year. The
company will have more than sufficient liquidity to support its
operations and meet its fixed-charge obligations over the next 12
months. Although we are not projecting it, we believe the company
has the capacity to use excess cash to voluntarily reduce its debt
if it chose to do so.
"We believe Dotdash's owner, IAC, would provide moderate credit
support to the company in a stress scenario. We consider Dotdash to
be moderately strategic to IAC given it's wholly owned by IAC, and
it contributes the majority of IAC's EBITDA. IAC has historically
encouraged its investments to be profitable over time on a
stand-alone basis. Therefore, we believe IAC would provide a
moderate degree of credit support to Dotdash in a stress scenario
because it has an economic incentive to preserve its credit
strength. To reflect this, we apply one notch of uplift to our 'b'
stand-alone credit profile (SACP) on Dotdash Meredith, arriving at
our 'B+' issuer credit rating. Over the long term, we believe IAC
will look to expand Dotdash and could eventually spin it off as a
separate business.
"The stable outlook reflects the company's current cash balance of
$139 million and our expectation for it to generate about $130
million of reported free operating cash flow in 2023, which will
support its operations despite pressured EBITDA generation over the
next 12 months. It also reflects that we expect its adjusted net
leverage to decline back toward 5x in 2023 from an expected 9x in
2022.
"We could lower the rating again over the next 12 months if the
company is unable to reduce its net leverage from its current
elevated levels back toward 5x. We believe the inability to do so
could indicate that the business may be permanently impaired." This
could occur due to:
-- A prolonged and deep economic recession that significantly
affects the company's advertising revenue and leads to a loss of
market share;
-- More intense competition within the open Web space leads to
significant pricing pressures, major client losses, or both; or
-- Advertisers shift more of their marketing budgets toward social
and search platforms, affecting the growth of advertising spending
on Dotdash's owned and operated properties and print publications.
-- S&P could also lower the rating if it no longer believe IAC
would be able or willing to provide any support to Dotdash in a
stress scenario.
Although unlikely over the next 12 months, S&P could raise the
rating if:
-- S&P believes the risk of a recession, or the recession itself,
has passed; and
-- The company is demonstrating sustained positive EBITDA and cash
flow growth, the migration of the Meredith digital properties is no
longer a drag on company earnings; and
-- The company exhibits a record of maintaining leverage below 5x
and our rating on IAC is at least 'BB-'
ESG credit indicators: E-2, S-2, G-2
DYNAMETAL TECHNOLOGIES: Taps Newmark as Real Estate Agent
---------------------------------------------------------
Dynametal Technologies, Inc. received approval from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
Newmark Southern Region, LLC as its real estate agent.
The Debtor requires a real estate agent to market for sale its real
property located at 400 North Dupree Ave., Brownsville, Haywood
County, Tenn.
The firm will be paid a commission of 6 percent of the total sale
price.
As disclosed in court filings, Newmark is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Bartell Hardison
Newmark Southern Region, LLC
3455 Peachtree Rd
Atlanta, GA 30326-2838
Tel: (770) 874-7980
Email: bartell.hardison@nmrk.com
About Dynametal Technologies
Dynametal Technologies, Inc., a powder metal parts manufacturer in
Brownsville, Tenn., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 22-10831) on Aug. 1,
2022, with $7.9 million in total assets and $4.4 million in total
liabilities. Robert L. Nolan, president of Dynametal Technologies,
signed the petition.
Judge Jimmy L. Croom oversees the case.
The Debtor tapped Steven N. Douglass, Esq., at Harris Shelton, PLLC
as legal counsel; and PPL Group, LLC and Detroit Process Machinery,
Inc. as liquidating agent.
EAST HARLEM: S&P Assigns 'BB+' Rating on 2022 Revenue Bonds
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term rating to Build NYC
Resource Corp.'s $75.7 million series 2022 revenue bonds issued for
East Harlem Scholars HS LLC and East Harlem Center, LLC on behalf
of East Harlem Tutorial Program (EHTP, the school, or the
academy).
The outlook is stable.
"The rating reflects our view of EHTP's stable market position,
healthy liquidity, and sound governance," said S&P Global Ratings
credit analyst David Holmes. "It also reflects our view of its
elevated debt levels as well as the inherent uncertainty associated
with charter schools," he added.
EHSA began operations in 2011 with 100 students as a single-site
school for kindergarten and first grade and today operates five K-9
charter school locations in the East Harlem neighborhood of New
York City, with enrollment of 1,275 for fall 2022. EHSA plans to
serve approximately 1,575 K-12 students by the 2025-2026 school
year.
ENDO INTERNATIONAL: Taps O'Melveny & Myers as Special Counsel
-------------------------------------------------------------
Endo International plc and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to
employ O'Melveny & Myers, LLP as their special counsel.
O'Melveny & Myers will primarily represent Endo Ventures Limited,
an affiliate of Endo International, in connection with
investigating and litigating claims against Nevakar, Inc. and
Nevakar Injectibles Inc., which stemmed from disputes over the 2018
Development, License and Commercial Agreement and the 2022 Asset
Purchase; and serve as lead counsel of record in the adversary
proceeding captioned Endo Ventures Limited v. Nevakar, Inc., et
al., Adv. Proc. No. 22-07034 (JLG). In addition, the firm may
provide additional litigation services with respect to any other
pending or stayed litigation where it acted as pre-bankruptcy
counsel to the Debtors.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Partners $600 to $1,399.50 per hour
Staff Attorneys $400 per hour
Paralegals $200 to $465 per hour
As disclosed in court filings, O'Melveny & Myers neither represents
nor holds any interest adverse to the Debtors or to their estates.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases,
O'Melveny & Myers disclosed the following:
-- The firm has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- No professional at the firm who is included in the
engagement has varied his rate based on the geographic location of
the bankruptcy cases.
-- The material financial terms for the pre-bankruptcy
engagement have remained the same post-petition.
-- The firm provided the Debtors with an estimated budget for
its services through December 2022.
The firm can be reached through:
Brett J. Williamson, Esq.
O'Melveny & Myers, LLP
Times Square Tower
7 Times Square
New York, NY 10036
Tel: +1-212-326-2000
Email: bwilliamson@omm.com
About Endo International
Endo International plc is a generics and branded pharmaceutical
company. It develops, manufactures, and sells branded and generic
products to customers in a wide range of medical fields, including
endocrinology, orthopedics, urology, oncology, neurology, and other
specialty areas. On the Web: http://www.endo.com/
On August 16, 2022, Endo International and certain of its
subsidiaries initiated voluntary prearranged Chapter 11 proceedings
(Bankr. S.D.N.Y. Lead Case No. 22-22549). The cases are pending
before Judge James L. Garrity, Jr. The Debtors have put up a Web
site dedicated to its restructuring: http://www.endotomorrow.com/
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as
legal counsel; PJT Partners, LP as investment banker; and Alvarez &
Marsal North America, LLC as financial advisor. Kroll Restructuring
Administration, LLC is the claims agent and administrative
advisor.
Roger Frankel, the legal representative for future claimants in
these Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsels, and Ducera Partners, LLC
as investment banker.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Sept. 2, 2022. The committee tapped Kramer
Levin Naftalis & Frankel as legal counsel; Lazard Freres & Co. LLC
as investment banker; and Dundon Advisers, LLC and Berkeley
Research Group, LLC as financial advisors.
Meanwhile, the official committee representing the Debtors' opioid
claimants tapped Cooley, LLP as bankruptcy counsel; Akin Gump
Strauss Hauer & Feld, LLP as special counsel; Province, LLC as
financial advisor; and Jefferies, LLC as investment banker.
FALCONE ENTERPRISES: Fine-Tunes Disclosure Statement
----------------------------------------------------
Falcone Enterprises, Inc., submitted a First Amended Disclosure
Statement explaining its Plan.
The Debtor has operated with a positive cash flow for the pendency
of this case.
Under the Plan, Class 2 Allowed Unsecured Claims total $87,278.
The Debtor will pay each general unsecured creditor 5% of its
allowed unsecured claim in 5 equal annual installments commencing
on the Effective Date and annually on the anniversary date of the
Effective Date for the following 4 years. The Debtor's revenues
are somewhat seasonable, and Debtor may accelerate payments to
Class 2 creditors when funds are available. Class 2 is impaired.
Payments to all creditors will be made from operating revenues.
Attorney for the Debtor:
Susan D. Lasky, Esq.
320 18th Street
Ft Lauderdale, FL 33316
Tel: (954) 400-7474
E-mail: Sue@SueLasky.com
A copy of the First Amended Disclosure Statement dated Nov. 11,
2022, is available at https://bit.ly/3ttYI4B from
PacerMonitor.com.
About Falcone Enterprises
Falcone Enterprises, Inc., is a Florida Limited Liability Company
which was authorized to do business on Dec. 1, 2004. It operates a
take out Italian restaurant/deli which serves sandwiches and
prepared foods since 2004.
Falcone Enterprises filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 22-16878) on Sept. 1, 2022. Susan D. Lasky at SUE LASKY,
PA, is the Debtor's counsel.
FRONT SIGHT: Joinder to Debtor's Omnibus Reply to Objections
------------------------------------------------------------
FS DIP, LLC, the DIP lender to Front Sight Management, LLC, and
Nevada PF, LLC, d/b/a PrairieFire, the proposed New Equity Investor
under the Debtor's Second Amended Chapter 11 Plan of
Reorganization, submitted a joinder to the Debtor's omnibus reply
to objections to the Second Amended Chapter 11 Plan of
Reorganization.
The Debtor's Plan provides that in exchange for 100% of the new
equity interests of the Debtor to be issued on the Effective Date,
PrairieFire, an affiliate of FS DIP, will contribute $19.575
million in cash (the "Cash Contribution") and cause the outstanding
amount of FS DIP's secured DIP Financing, totaling approximately
$5.2 million,2 to be contributed to the Debtor's estate, for total
consideration of at least $24.775 million (the "New Value
Contribution"). In short, the Plan provides for a sale of the
Debtor to PrairieFire in exchange for cash and a credit bid of the
post-petition debt secured by substantially all assets of the
Debtor.
While the New Value Contribution was subject to overbids, none were
received.
In its objection to confirmation of the Plan, the Official
Committee of Unsecured Creditors complains that the holders of
Class 6 General Unsecured Claims -- who voted to accept the plan --
are not receiving a sufficient distribution. The Committee argues
that (1) the release of claims against Ignatius Piazza ("Piazza")
and other insiders should be carved out of the sale to PrairieFire
and transferred to a trust for the benefit of unsecured creditors,
and (2) the compensation and other consideration to be provided to
Piazza pursuant to a Consulting Agreement between PrairieFire and
Piazza should instead be paid to the unsecured creditors.
FS DIP, LLC and PrairieFire assert that the Committee's objections
should be overruled because the Plan is not a cafeteria in which
creditors can pick and choose according to their preferences. Under
the Plan, PrairieFire will acquire the New Equity Interests of the
Debtor and all of the Debtor's Assets, including all Litigation
Claims, if any, against Piazza and other insiders, which claims
revest in the Reorganized Debtor upon the Effective Date. Thus,
PrairieFire is paying $24.775 million to acquire everything,
including whatever claims the Debtor may have against its insiders,
and the right to prosecute or release those claims.
FS DIP, LLC and PrairieFire also aver that the Debtor's Plan
maximizes the recoveries for Unsecured Creditors:
* No party has come forward to overbid the New Value
Contribution of $24.775 million, and FS DIP and PrairieFire are the
only entities with the financial ability, interest, business and
operational know-how in the Debtor's specialized business space,
with working relationships within the "2A" community that are most
likely to be interested in patronizing the Debtor's business, and
the wherewithal to keep Debtor's property and business operating as
a going concern for the collective benefit of all stakeholders in
this case and the City of Pahrump and its surrounding communities
in which Debtor operates.
* If the Plan is not confirmed on or before December 1, 2022,
the Debtor's unsecured creditors will probably recover nothing
because it will constitute an event of default under the Final DIP
Order, which would lead to conversion of the Debtor's Chapter 11
case to one under Chapter 7 of the Bankruptcy Code and a sale of
the Debtor's Assets pursuant to which FS DIP or PrairieFire serves
as the stalking horse bidder for a purchase price that is the
greater of: (i) $14 million, plus the amount due and owing under
the DIP Financing as of the Effective Date, or (ii)$19 million,
with no requirement to provide benefits to the members. Thus,
failing to confirm the Plan would immediately reduce the purchase
price for the Debtor's Assets by at least $5 million before
consideration of the value being provided to the members under the
Plan.
Attorneys for FS DIP and Nevada PF, LLC d/b/a PrairieFire:
Samuel A. Schwartz, Esq.
Bryan A. Lindsey, Esq.
SCHWARTZ LAW, PLLC
601 E. Bridger Avenue
Las Vegas, NV 89101
Telephone: (702) 385-5544
E-mail: saschwartz@nvfirm.com
blindsey@nvfirm.com
About Front Sight Management
Front Sight Management LLC specializes in providing courses in gun
training, self-defense martial arts training, and personal safety
-- with firearms or without.
Front Sight filed a voluntary petition for under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-11824) on May 24,
2022. In the petition signed by Ignatius Piazza, manager, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge August B. Landis oversees the case.
The Debtor tapped Steven T. Gubner, Esq., at BG Law LLP as
bankruptcy counsel; Greenberg Traurig, LLP as special counsel;
Province, LLC as financial advisor; and Lucas Horsfall as
accountant. Stretto, Inc. is the claims, noticing and solicitation
agent.
FS DIP, LLC, as DIP agent, is represented by Samuel A. Schwartz,
Esq., and Bryan A. Lindsey, Esq., at Schwartz Law, PLLC.
FRONT SIGHT: Says Plan Does Not Violate Absolute Priority Rule
--------------------------------------------------------------
Front Sight Management LLC submitted a reply to the objections
filed to itsSecond Amended Chapter 11 Plan of Reorganization.
Front Sight asserts that the absolute priority rule does not apply
because Class 6 voted to accept the Plan.
In their Objections, the Committee and Meacher allege that Dr.
Piazza stands to retain substantial value under the Plan, and
therefore, the Plan violates the absolute priority rule. Meacher
cites to In re DBSD N. Am., Inc., 634 F.3d 79 (2d Cir. 2011), which
is inapposite to the facts here. In DBSD, under the proposed
chapter 11 plan, the existing shareholder would receive shares and
warrants in the reorganized entity. Here, as set forth in the
Disclosure Statement and Plan, Dr. Piazza and the Debtor's other
insiders (a) are not retaining any equity in the Reorganized
Debtor, and (b) waive their claims of $2.364 million against the
Debtor (and are therefore not receiving any value thereon). Thus,
Dr. Piazza and the Debtor's other insiders are not receiving or
retaining property under the Plan on account of their "old equity"
interests.
The Debtor also asserts that it did not improperly classify Class 3
and Class 4 as impaired and the Plan has been proposed in good
faith.
In their Objections, the Committee and Meacher allege that the
Debtor inappropriately classified Classes 3 and 4 as impaired.
Section 1122(a) "requires that all claims within a class be
substantially similar. It does not require all substantially
similar claims to be placed in the same class.". The Debtor
classified Classes 3 and 4 as impaired because each of the
Claimants' legal, equitable or contractual rights are changed under
the Plan. Classes 3 and 4 will be paid over time and without
interest. Accordingly, Classes 3 and 4 are properly identified as
impaired under the Plan, and such treatment is allowed pursuant to
Section 1122(a). In addition, even under the case law cited in the
Objections, advantageous and/or beneficial treatment of claims
under a chapter 11 plan of reorganization is not prohibited.
Moreover, the Debtor claims that the insider release is permissible
and is a valid exercise of the reorganized debtor's business
judgment.
In their Objections, the Committee and Meacher argue that the Plan
impermissibly provides releases to non-debtor, third parties. The
Plan provides that the Reorganized Debtor will retain all claims
against the Debtor's insiders, including its current equity
holders, and such claims shall revest in the Reorganized Debtor
upon the Effective Date. As set forth more fully in FS DIP's
omnibus reply to the objections to the Debtor's First Amended
Disclosure Statement, the Reorganized Debtor is purchasing the
avoidance actions and litigations claims for purposes of ensuring
that the Reorganized Debtor will be able to emerge from bankruptcy
on solid footing and without the burden and the stigma of the
prepetition litigation. The Reorganized Debtor does not want the
Debtor's extremely troubled and contentious litigation past to
interfere with its business operations and its customers'
confidence going forward. The Reorganized Debtor's purchase of the
litigation claims and avoidance action claims as part of an
integrated transaction is designed to achieve a business objective,
not to effectuate an impermissible release
UST objection
To address the objection by the U.S. Trustee, the Debtor will add
additional language to the Exculpations and Releases that limits
the Exculpations and Releases to the period between the Petition
Date and the Effective Date of the Plan.
The Debtor will remove the language from the Continuing
Stay/Injunction provision regarding asserting a setoff against the
Debtor.
The Debtor agrees to include a provision in the Confirmation Order
that states that no provision in the Plan constitutes a
nonconsensual non-debtor, third party release.
Attorneys for the Chapter 11 Debtor:
Steven T. Gubner, Esq.
Jason B. Komorsky, Esq.
Susan K. Seflin, Esq.
Jessica S. Wellington, Esq.
BG LAW LLP
300 S. 4th Street, Suite 1550
Las Vegas, NV 89101
Telephone: (702) 835-0800
Facsimile: (866) 995-0215
E-mail: sgubner@bg.law
jkomorsky@bg.law
sseflin@bg.law
jwellington@bg.law
About Front Sight Management
Front Sight Management LLC specializes in providing courses in gun
training, self-defense martial arts training, and personal safety
-- with firearms or without.
Front Sight filed a voluntary petition for under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-11824) on May 24,
2022. In the petition signed by Ignatius Piazza, manager, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge August B. Landis oversees the case.
The Debtor tapped Steven T. Gubner, Esq., at BG Law LLP as
bankruptcy counsel; Greenberg Traurig, LLP as special counsel;
Province, LLC as financial advisor; and Lucas Horsfall as
accountant. Stretto, Inc. is the claims, noticing and solicitation
agent.
FS DIP, LLC, as DIP agent, is represented by Samuel A. Schwartz,
Esq., and Bryan A. Lindsey, Esq., at Schwartz Law, PLLC.
HINDU TEMPLE: Denial of Annamalai's Hyde Amendment Claim Affirmed
-----------------------------------------------------------------
In the appealed case UNITED STATES OF AMERICA, Plaintiff-Appellee,
v. ANNAMALAI ANNAMALAI, a.k.a. Dr. Commander Selvam, a.k.a. Swamiji
Sri Selvam Siddhar, Defendant-Appellant, Case No. 20-10543, (11th
Cir.), the U.S. Court of Appeals for the Eleventh Circuit affirms
the district court's denial of the three motions filed by Annamalai
Annamalai.
Annamalai, "a self-proclaimed Hindu priest," ran the Hindu Temple
and Community Center of Georgia, Inc. in Norcross, Georgia from
2005 to 2009. The Hindu Temple generated income in part by charging
fees for religious and spiritual products and services, including
religious ceremonies and horoscopes. The evidence at trial showed
that Mr. Annamalai used the Hindu Temple as part of a criminal
scheme to defraud his followers and commit bank fraud.
Specifically, he made unauthorized transactions on his followers'
credit cards, and then, if they complained, he would cite to the
temple's "no refund" policy. He also submitted false documents and
information to banks and law enforcement to justify the charges. He
"used the fraud proceeds to fund a lavish lifestyle, including
multiple homes and expensive cars."
The Hindu Temple filed for Chapter 11 bankruptcy in 2009 and the
bankruptcy trustee closed the temple. Meanwhile, Annamalai
incorporated a new temple, which also provided religious and
spiritual products and services for a fee. The monies received by
the new temple served as the basis for the bankruptcy fraud
charges.
In 2014, following a lengthy trial, a jury convicted Annamalai of
34 criminal offenses, including conspiracy to commit bank fraud,
bank fraud, filing a false federal income tax return, conspiracy to
commit bankruptcy fraud, bankruptcy fraud, money laundering, making
a false statement in writing, obstruction of justice, making false
statements under oath during a bankruptcy proceeding, and
conspiracy to harbor a fugitive.
On appeal, the Eleventh Circuit reversed his convictions for
conspiracy to commit bankruptcy fraud, bankruptcy fraud, money
laundering, and conspiracy to harbor a fugitive. Here, the Court
reversed Annamalai's bankruptcy fraud convictions after determining
that inclusion of the post-bankruptcy petition monies received by
the new temple — as the only basis for the bankruptcy fraud
charges — would contravene the plain language of relevant
bankruptcy statutes that defined the bankruptcy estate. The Court
noted that the bankruptcy trustee incorrectly opined that the
receivables of the new temple were property of the bankruptcy
estate. While the Court affirmed, the remaining convictions and
remanded for resentencing.
Following the Eleventh Circuit's decision and prior to
resentencing, Annamalai filed a motion for attorney's fees under
the Hyde Amendment for the counts that the Court reversed on direct
appeal, along with a related motion for summary judgment and a
motion to compel production of documents. The district court denied
these motions, and Annamalai appealed.
On this appeal, Annamalai argues that the district court abused its
discretion in denying his Hyde Amendment motion because it applied
the wrong legal standard and because the government's unanswered
request for admissions established that Annamalai was entitled to
relief.
The Eleventh Circuit finds and concludes that the district court
was correct in denying Annamalai's Hyde Amendment related motions
because Annamalai failed to demonstrate his entitlement to a fee
award —his prosecution was not brought vexatiously, in bad faith,
or legally frivolous. The Eleventh Circuit affirms the district
court, explaining that "in order to be entitled to a Hyde Amendment
award, the defendant must do more than show that he 'prevailed at
the pre-trial, trial, or appellate stages of the prosecution.' For
Hyde Amendment purposes, 'vexatious' means without reasonable or
probable cause or excuse. A frivolous action is one that is
groundless ... with little prospect of success; often brought to
embarrass or annoy the defendant. Bad faith is not simply bad
judgment or negligence, but rather it implies the conscious doing
of a wrong because of dishonest purpose or moral obliquity; ... it
contemplates a state of mind affirmatively operating with furtive
design or ill will."
The Eleventh Circuit explains that its previous conclusion "does
not demonstrate that the government's position was legally
frivolous. Rather, the government legitimately believed, albeit
erroneously, that the post-petition receivables of the new temple
were part of the bankruptcy estate and that the Hindu temple and
the new temple were alter egos, its prosecution was not vexatious,
in bad faith, or legally frivolous." The Court further explains
that incorrect interpretation of the law or a misunderstanding of
the law does not make a prosecution legally frivolous.
In addition, the Eleventh Circuit finds that the district court
properly identified that "the Hyde Amendment allows attorney's fees
if a prosecution is brought vexatiously, in bad faith, or so
utterly without legal or factual foundation as to be frivolous —
which is the correct legal standard. And it applied that legal
standard when it determined that Annamalai's case was a far stretch
from the type of prosecution for which the Hyde Amendment provides
relief."
The Eleventh Circuit also finds no merit to Annamalai's argument
that the district court erred in denying his Hyde Amendment motion
and his related motion for summary judgment and motion to compel
because it ignored the fact that the government failed to respond
to his Rule 36 request for admissions and therefore those
admissions were admitted. The Court explains that "a party cannot
use Rule 36 to request admissions to legal conclusions. . . even if
the government were deemed to have made the alleged admissions. . .
courts are never bound by concessions on questions of law."
A full-text copy of the Per Curiam dated Nov. 15, 2022, is
available at https://tinyurl.com/ypemetzp from Leagle.com.
About Hindu Temple
Hindu Temple and Community Center of Georgia, Inc., filed for
Chapter 11 bankruptcy protection on August 31, 2009 (Bankr. N.D.
Ga. Case No. 09-82915).
HTP INC: Unsecureds to Be Paid From HyTech-HTP Distributions
------------------------------------------------------------
HTP, Inc., submitted a First Amended Plan of Reorganization.
The Plan is based on a settlement by and among HTP, HyTech, JCAI,
Acamar, the Clark Estate, the Dean Settling Parties, the Hurley
Settling Parties, Van Maren, the Gibbons Settling Parties,
Engelhart, RA Aviation, the Zehentbauer Settling Parties, the Reed
Settling Parties and the Peters Settling Parties relating to the
HTP Case, the Dean Wage Litigation, the Dean Wage Arbitration, the
HTP Arbitration and the Acamar/JCAI Case approved by the Court on
April 1, 2021.
Under the Plan, the Class 1 Acamar HTP Loan Claim will be paid
pursuant to the terms of the Settlement Agreement.
Holders of Class 2 General Unsecured Claims will be paid from
HyTech-HTP Distributions and/or the Litigation Proceeds. Each Class
2 Claim will accrue simple interest at the rate of four percent per
annum from the Effective Date through the date such Claim is paid
in full. Class 2 is impaired.
HyTech-HTP Distribution is defined as a distribution on account of
the HTP-HyTech Membership Interest as provided in the Settlement
Agreement and the HyTech Operating Agreement. Litigation Proceeds
are proceeds of the Remaining FMG Claims.
Counsel for the Debtor:
Thomas A. Buford, Esq.
Christine M. Tobin-Presser, Esq.
BUSH KORNFELD LLP LAW OFFICES
601 Union St., Suite 5000
Seattle, Washington 98101-2373
Telephone (206) 292-2110
Facsimile (206) 292-2104
E-mail: tbuford@bskd.com
ctobin@bskd.com
A copy of the Plan of Reorganization dated Nov. 11, 2022, is
available at https://bit.ly/3hGaaXZ from PacerMonitor.com.
About HTP Inc.
HTP, Inc.'s assets and operations consist of holding 48% of Hytech,
LLC and pursuing certain litigation against parties that have,
among other things, misappropriated technology and usurped business
opportunities. The company is based in Sammamish, Wash.
HTP filed its voluntary petition for Chapter 11 protection (Bankr.
W.D. Wash. Case No. 21-11611) on Aug. 24, 2021, listing $772
million in total assets and $10.45 million in liabilities. Judge
Timothy W. Dore presides oversees the case.
Bush Kornfeld, LLP, and Western Washington Law Group, PLLC, serve
as the Debtor's bankruptcy counsel and special counsel,
respectively.
The U.S. Trustee for Region 18 appointed an official committee of
unsecured creditors on Sept. 17, 2021. The committee is
represented by Alan J. Wenokur, Esq., at Wenokur Riordan, PLLC.
IAC INC: S&P Cuts ICR to 'BB-' on Weak Performance of Subsidiaries
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on IAC Inc. to
'BB-' from 'BB' and removed the rating from CreditWatch, where S&P
placed it with negative implications on Oct. 7, 2022.
The stable outlook reflects IAC's current cash and monetizable
investments of $3.5 billion, which will support its operations and
growth strategy despite pressured EBITDA generation over the next
12 months at Dotdash Meredith and Angi; it also reflects S&P's
expectation that IAC will continue to generate positive free cash
flow and sustain FOCF to debt above 5% in 2023.
S&P said, "The downgrade follows earnings pressure at Dotdash
Meredith Inc. and Angi Inc., which we expect will persist into
2023. Challenged performance at IAC's portfolio companies will
result in S&P Global Ratings-adjusted gross leverage of 8x next
year, well above the 5x downgrade threshold for the former rating.
Dotdash and Angi will contribute about 75% of IAC's revenue and be
the biggest driver of its EBITDA in 2023. Both companies' revenues
are exposed to economic cyclicality. S&P Global economists have
recently revised their baseline forecast to a shallow recession in
the first half of 2023. In a recession, we believe that both
consumer spending and, subsequently, demand for the digital, print,
and home services that the companies offer will be weak. In a
prolonged and deep recession, it's likely revenue and EBITDA growth
will be below our base case. And even if there isn't a recession in
2023, macroeconomic conditions will likely temper the company's
recovery through the first half of next year. We do not expect
significant improvement in Angi's credit metrics until 2024.
Although, our projections for Dotdash Meredith in 2023 are more
positive than for Angi, Dotdash Meredith will need to show it has
moved past its integration issues and can grow in a challenging
macroeconomic environment.
"The company's large cash balance and monetizable investments will
likely limit downside ratings risk. We expect IAC to end 2022 with
about $1.6 billion of cash on the balance sheet. Despite our
expectation for a challenging operating environment in 2023, we
still expect IAC to generate about $100 million of reported free
operating cash flow (FOCF) next year. In addition, the company
should have more than sufficient liquidity to support its
operations and meet its fixed-charge obligations over the next 12
months. We also believe the company's 16.9% stake in MGM Resorts
International--valued at $1.9 billion on IAC's balance sheet as of
Sept. 30, 2022--provides additional credit strength. Although we
are not projecting that the company will do so in the near-term, it
could sell a portion of its equity stake in MGM to offset losses at
any of its portfolio companies, strengthen its liquidity,
repurchase a portion of its debt, or fund acquisitions without the
need to increase leverage.
"The stable outlook reflects the company's current cash and
monetizable investments of $3.5 billion, which will support its
operations and growth strategy despite pressured EBITDA generation
over the next 12 months at Dotdash Meredith and Angi. It also
reflects that we expect IAC will continue to generate positive free
cash flow and sustain FOCF to debt above 5% in 2023.
"We could lower our rating on IAC over the next 12 months if it
depletes its significant cash or investment balances, or the
company continues to generate sustained negative free cash flow."
This could occur if:
-- IAC demonstrates an appetite for more aggressive financial
policies, including pursuing acquisitions, share repurchases, or
equity investments; or
-- Its operating performance deteriorates significantly below
S&P's base-case assumptions because of operational missteps,
greater competition, or a more severe recession than it currently
expects that limits the recovery at Dotdash Meredith and Angi,
leading to sustained period of low EBITDA and negative cash flow.
Although unlikely, S&P could upgrade IAC over the next 12 months
if:
-- S&P expects its leverage to improve and remain well below
5x;and
-- Dotdash Meredith and Angi demonstrate considerable improvement
in profitability, with both generating sustained positive EBITDA
and free cash flow.
ESG credit indicators: E-2, S-2, G-2
IMPERIAL TRANSPORTATION: Gets OK to Hire Jill Cowan as Accountant
-----------------------------------------------------------------
Imperial Transportation, LLC received approval from the U.S.
Bankruptcy Court for the Western District of Oklahoma to hire Jill
Cowan, a practicing accountant in Elk City, Okla.
The Debtor requires an accountant to prepare financial reports
required for its Chapter 11 bankruptcy; participate in the
preparation of a business plan for reorganization; and perform
various accounting services.
Ms. Cowan will charge $60 per hour for her services.
In court filings, Ms. Cowan disclosed that she is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.
Ms. Cowan holds office at:
Jill A. Cowan, CPA
141 Fairway Drive
Elk City, OK 73644
About Imperial Transportation
Imperial Transportation, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No.
22-12265) on Oct. 1, 2022, with up to $50,000 in assets and up to
$500,000 in liabilities. Judge Sarah A Hall presides over the
case.
The Debtor tapped Christopher A. Wood, Esq., at Christopher A. Wood
& Associates, P.C. as legal counsel, and Jill Cowan, CPA as
accountant.
INSTASET PLASTICS: Gets OK to Hire Strobl Sharp as Legal Counsel
----------------------------------------------------------------
Instaset Plastics Company, LLC received approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
Strobl Sharp, PLLC as its legal counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties in
the continued management and operation of its business;
(b) attending meetings and negotiating with representatives of
creditors and other parties in interest;
(c) taking all necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor's behalf, the defense of any action commenced against the
Debtor, negotiations concerning all litigation in which the Debtor
is involved, and objections to claims filed against the estate;
(d) preparing legal papers;
(e) negotiating and preparing a Chapter 11 plan of
reorganization and related agreements, and taking any necessary
action to obtain confirmation of such plan;
(f) representing the Debtor in connection with obtaining
post-petition financing;
(g) advising the Debtor in connection with any potential sale of
assets, restructuring or recapitalization;
(h) appearing before the bankruptcy court, any appellate courts,
and the U.S. trustee;
(i) consulting with the Debtor regarding tax matters;
(j) addressing issues relative to regulatory agencies; and
(k) other necessary legal services.
The firm's hourly rates are as follows:
Lynn Brimer, Esq. $450 per hour
Pamela Ritter, Esq. $375 per hour
Associates $185 to $295 per hour
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer of $1,576.
Lynn Brimer, Esq., a partner at Strobl Sharp, disclosed in a court
filing that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Lynn M. Brimer, Esq.
Pamela S. Ritter, Esq.
Strobl Sharp, PLLC
300 East Long Lake Road, Suite 200
Bloomfield Hills, MI 48304-2376
Phone: (248) 540-2300
Fax: (248) 205-2786
Email: lbrimer@strobllaw.com
pritter@strobllaw.com
About Instaset Plastics Company
Instaset Plastics Company, LLC is a plastic fabrication company in
Michigan.
Instaset sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D. Mich. Case No. 22-47794) on Oct. 5, 2022. In the
petition signed by its chief restructuring officer, McGustavus
Miller, Jr., the Debtor disclosed $1,373,383 in assets and
$3,782,844 in liabilities.
Judge Thomas J. Tucker oversees the case.
Lynn M. Brimer, Esq., at Strobl Sharp PLLC and DWH, LLC are the
Debtor's legal counsel and financial consultant, respectively.
INSTASET PLASTICS: Taps DWH LLC as Financial Consultant
-------------------------------------------------------
Instaset Plastics Company, LLC received approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
DWH, LLC as its financial consultant.
The Debtor requires a financial consultant to:
(a) give advice concerning the Debtor's financial
responsibilities and duties in the continued management and
operation of its business;
(b) advise and consult with the Debtor's secured lender;
(c) prepare budgets in support of the Debtor's use of cash
collateral and the debtor-in-possession financing and reports
required by the United States Trustee's guidelines; and
(d) perform other necessary financial consulting services in
connection with the Debtor's Chapter 11, Subchapter V case.
DWH will be paid at hourly rates ranging from $250 to $400 and will
be reimbursed for out-of-pocket expenses incurred.
The firm received a retainer of $32,500.
Heather Gardner, a partner at DWH, 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:
Heather Gardner
DWH, LLC
180 Monroe Avenue NW, Suite 2R
Grand Rapids, MI 49503
Tel: (616) 233-0020
About Instaset Plastics Company
Instaset Plastics Company, LLC is a plastic fabrication company in
Michigan.
Instaset sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D. Mich. Case No. 22-47794) on Oct. 5, 2022. In the
petition signed by its chief restructuring officer, McGustavus
Miller, Jr., the Debtor disclosed $1,373,383 in assets and
$3,782,844 in liabilities.
Judge Thomas J. Tucker oversees the case.
Lynn M. Brimer, Esq., at Strobl Sharp PLLC and DWH, LLC are the
Debtor's legal counsel and financial consultant, respectively.
INVESTMENTS SWK: Case Summary & Eight Unsecured Creditors
---------------------------------------------------------
Debtor: Investments SWK, LLC
370 Camino Gardens Blvd
Ste 330
Boca Raton, FL 33432-5817
Chapter 11 Petition Date: November 22, 2022
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 22-18989
Judge: Hon. Mindy A. Mora
Debtor's Counsel: Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
500 N.E. 4th Street, Suite 200
Fort Lauderdale, FL 33301
Tel: (954) 765-3166
Fax: (954) 756-7103
Email: Chad@cvhlawgroup.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lorne A. Wray as managing member.
A copy of the Debtor's list of eight unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/UMYUZ4I/Investments_SWK_LLC__flsbke-22-18989__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KMED6FI/Investments_SWK_LLC__flsbke-22-18989__0001.0.pdf?mcid=tGE4TAMA
JASPER PELLETS: Exclusivity Period Extended to Nov. 30
------------------------------------------------------
Jasper Pellets, LLC has until next week to pursue its own Chapter
11 plan and remain in control of its bankruptcy.
Judge Elisabetta Gasparini of the U.S. Bankruptcy Court for the
District of South Carolina extended the exclusivity period for the
company to file its Chapter 11 plan to Nov. 30 and to solicit votes
on the plan to Jan. 31 next year.
About Jasper Pellets
Jasper Pellets, LLC, a wood pellet manufacturing company, filed its
voluntary petition for Chapter 11 protection (Bankr. D.S.C. Case
No. 22-01409) on May 27, 2022, with $25,119,486 in assets and
$14,422,514 in liabilities. Charles Knight, managing member, signed
the petition.
Judge Elisabetta G. M. Gasparini presides over the case.
BEAL, LLC and FTI Capital Advisors, LLC serve as the Debtor's legal
counsel and investment banker, respectively.
The official committee of unsecured creditors appointed in the
Debtor's case is represented by Walker Gressette & Linton, LLC.
LG PARENT: S&P Affirms 'B-' ICR on Debt Issuance, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
U.S.-based LG Parent Holdco Inc.(the parent of operating entity
Libbey Glass LLC).
S&P said, "We assigned a 'B-' issue-level rating to the proposed
first-lien term loan B and a '4' recovery rating, indicating our
expectation for average (30%-50%; rounded: 40%) recovery in the
event of a payment default. We will withdraw the ratings on the
company's existing $150 million due 2025 after the close of this
transaction. All ratings are subject receipt and review of final
documentation.
"Our stable outlook reflects our expectation the company will
sustain leverage of less than 5x and that cash flow will modestly
improve over the next 12 months."
LG Parent Holdco plans to issue a new $285 million five-year
first-lien term loan B to refinance its existing term loan and
preferred shares outstanding, as well as cover related expenses.
The ratings affirmation reflects the modest increase in leverage
due to the transaction. The company plans to use proceeds of the
new proposed $285 million term loan B to repay the company's
existing $132 million outstanding term loan and $126 million of
convertible preferred shares, and use the remainder to pay
prepayment premiums, original issuance discounts, and transaction
costs. As a result of the transaction, Libbey's cost of capital
will decrease and the maturities on the term loan will be extended
to 2027 from 2025. The transaction will result in incremental debt
of about $150 million, but this will offset a growing liability
with the preferred stock that was accruing at a 13% payment-in-kind
(PIK) rate. S&P said, "As a result, we estimate S&P Global
Ratings-adjusted leverage will increase to about 4x, from 3.7x for
the 12 months ended Sept. 30, 2022. The term loan will have a
2-year payment-in-kind (PIK) toggle feature, which will allow for
flexibility over the near term because the company can elect to
accrue a portion of its interest expense. The company is still
required to pay at least a portion in cash. Cash interest expense,
assuming the company does not choose the PIK option, will increase
meaningfully to about $30 million from $15 million. Still, we
forecast EBITDA to interest coverage will remain over 2x."
While Libbey's leverage is about 4x after this transaction, it has
declined substantially compared to about 5.6x for the 12 months
ended Sept. 30, 2021. The company continues to transition from its
Chapter 11 bankruptcy filing in June 2020. As a result of the
bankruptcy filing, Libbey's shareholders are also pre-petition
lenders. S&P expects pre-petition lenders to seek to exit as
performance improves. It views the payout of the preferred shares
as an initial step in an eventual exit.
Libbey divested its European business and used the proceeds to pay
down $29.1 million of term debt. During the second quarter of
fiscal 2022, the company sold 100% of its equity holdings in its
European business, including the manufacturing facilities in the
Netherlands and Portugal. Libbey decided to sell off this business
given its low-growth, low-margin profile. The company used the
proceeds of the divesture to pay down about $29.1 million of its
senior secured term loan. Libbey's European business generated
about $114 million in revenue and $7 million in EBITDA in fiscal
2021. As a result of the divestiture, we expect about 100-basis
point annual expansion of adjusted EBITDA margin.
Sales growth is starting to slow. Libbey's sales declined 5% year
over year (excluding results from the divested European business)
in the third quarter ended September 2022, following five
consecutive quarters of growth. While demand in the company's
Foodservice segment remains robust driven by pent-up demand for
dining out and a recovery in hospitality, S&P expects demand to
soften for the remainder of fiscal 2022 through the first half of
fiscal 2023, given weakening macroeconomic conditions and lower
consumer discretionary spending. Consumer savings have quickly
depleted as inflation has outpaced wage gains for 17 consecutive
months. S&P Global economists forecast a shallow recession in
2023.
While the company's leverage has declined, its cash flow weakened
in 2022 due to higher inventory spending. Libbey's working capital
use was about $60 million for the first nine months of fiscal 2022,
compared to working capital cash inflow of about $4 million for the
same prior-year period. The increase in cash use was driven by the
company's decision to hold more inventory to improve customer
service and reduce backorders, in addition to supporting expected
demand growth amid a constrained supply chain environment. S&P
said, "While we expect the company will reduce its inventory levels
through the remainder of 2022, we forecast working capital use of
about $40 million for the year. Additionally, the company has
agreed to a $15 million settlement with Mexico's tax authorities
related to inter-company interest payments during 2013, 2015, 2017,
and 2018. As a result, we forecast negative free operating cash
flow of about $35 million for fiscal 2022, compared to positive
free operating cash flow of $35 million in fiscal 2021. Therefore,
we believe the company may tap its asset-based lending (ABL)
facility for some additional liquidity, but it would unlikely
exceed $10 million."
The company's regional manufacturing capabilities have been a
competitive advantage amid global supply chain constraints and
extraordinarily high shipping and energy costs. Prior to the
COVID-19 pandemic, the glassware industry was affected by global
excess capacity, which led to an increase in low-cost imports into
North America. Libbey's regional manufacturing strategy, with
facilities in the U.S. and Mexico, has helped it while the
competition grapples with global supply chain disruptions, long
lead times, and extraordinarily high in-bound freight and energy
costs. However, there is great uncertainty around how the company
will perform when global supply chains and shipping costs
eventually return to normal, including the risk of renewed market
share losses to lower cost imports.
S&P's stable outlook reflects its expectation the company will
sustain leverage of less than 5x and that cash flow will moderately
improve over the next 12 months.
S&P could lower its ratings on Libbey if its capital structure
becomes unsustainable or its free operating cash flow (FOCF)
materially weakens, pressuring its liquidity.
S&P believes this could occur if:
-- Earnings decline materially due to a downturn in demand because
of a weaker-than-expected macroeconomic environment, consumer
spending shifting to other categories, or greater competition from
imports;
-- Inefficient working capital usage leading to a decline in FOCF;
or
-- The company employs a more aggressive financial policy
including large debt-financed shareholder distributions.
S&P could raise its ratings on Libbey if it sustains FOCF
generation of more than $20 million and leverage below 5x.
S&P believes this could occur if:
-- The company's earnings and cash flow continue to improve due to
sustained demand and tighter working capital management;
-- Its profitability continues to improve driven by price
increases, favorable product mix, and greater operating efficiency;
and
-- The company commits to maintaining leverage below 5x over the
longer term.
ESG credit indicators: E-2, S-2, G-3
LSF9 ATLANTIS: S&P Alters Outlook to Positive, Affirms 'B' ICR
--------------------------------------------------------------
S&P Global Ratings revised the outlook on U.S.-based LSF9 Atlantis
Holdings LLC (Victra) to positive from stable reflecting its
expectation that the company will maintain strong cash flow
generation and improve its credit metrics.
S&P said, "At the same time, we affirmed our 'B' issuer credit
rating on the company and 'B' issue-level rating on its senior
secured debt.
"The positive outlook reflects the potential for a higher rating
over the next 12 months if Victra maintains its momentum and
continues to focus on deleveraging.
"The positive outlook reflects our view that Victra will continue
deleveraging toward S&P Global Ratings-adjusted leverage of 4x or
less for 2023, supported by good operating performance and
tailwinds in the broader industry. We expect Victra to de-lever
primarily through EBITDA base growth and margin improvement
attributed to synergies along with the EBITDA contribution from its
acquisition of Go Wireless holdings earlier this year which we
expect to be fully realized by next year. We expect S&P Global
Ratings-adjusted EBITDA margins will improve toward the mid- to
high-13% area in 2023 from roughly 11%. In addition, we believe
positive industry trends with Verizon-at-home internet services,
ongoing phone cycle upgrades, and improved same-store sales growth
from legacy Go Wireless units to carry on into 2023. However, we
believe unit store openings will slow given Victra's recent
acquisition combined with the high inflationary environment.
"We expect good operating performance will support cash flows with
free operating cash flow (FOCF) of $100 million to $120 million
annually because of its new larger scale in the sector. Our
forecast incorporates the expectation for positive profitability,
enabled by its recent acquisition along with good inventory
management due to its long-standing relationship with Verizon and
its suppliers. However, greater competitive pressures than we
expect or a drop in demand could raise leverage and lower cash
generation compared to our base-case forecast. Nevertheless, we
expect it will generate sufficient cash to comfortably fund capital
expenditures of about $30 million to $40 million annually and
modest amortization on the term loan.
"We believe the integration and execution risk associated with the
Go Wireless acquisition to have been largely mitigated following
strategic labor staffing, training initiatives, and integrated
systems across the combined store fleet. We expect the company will
continue realizing synergies next year given the combined value and
performance of these two entities which should lead to increased
revenues and cost reductions. However, we continue to view Victra
as dependent on the competitiveness of Verizon's plans against
those of other carriers to drive sales and profitability. The
company's reliance on Verizon's strategy, programs, and promotions
to propel sales could also lead to a deceleration if certain
programs or promotions are not successful. Given our expectation
for a mild recession in 2023, we believe customer replacement
cycles will typically be slower as consumers tend to save rather
than upgrade to newer devices during economic downturns.
Additionally, we expect the wireless retail industry to remain
intensely competitive and fragmented while still benefitting from
the nondiscretionary nature of mobile devices.
"The positive outlook reflects our expectation for positive
operating performance as the company continues to grow its EBITDA
base while prioritizing deleveraging."
S&P could raise its rating if:
-- The company's operating performance remains positive, leading
to EBITDA base expansion; and
-- S&P expects S&P Global Ratings-adjusted leverage to be
sustained at around 4x or less.
S&P could lower its rating to stable if:
-- EBITDA contracts below our base case or the company pursues a
more aggressive financial policy, leading to S&P Global
Ratings-adjusted leverage sustained above 4.5x.
ESG credit indicators: E-2, S-2, G-2
M RENTAL BROOKLYN: SARE Joins Owners in Chapter 11 With Plan Deal
-----------------------------------------------------------------
M Rental Brooklyn LLC, a Single Asset Real Estate, joins its
affiliates in Chapter 11 bankruptcy after reaching a deal on a
restructuring plan.
M Rental Brooklyn filed for Chapter 11 in mid-November 2022,
joining affiliates Rafi Minor (Bankr. E.D.N.Y. Case No. 21-40976)
and M1 Development LLC (Case No. 21-40977), which both filed for
bankruptcy on April 14, 2021. M Rental now seeks to procedurally
consolidate its bankruptcy case with the Manor and M1 consolidated
bankruptcy cases.
Manor is an individual who is also the managing member and owns a
99% interest in M1. M1 is an entity that does not own real
property, but is the managing member and owns a 99% interest in M
Rental.
M Rental is a single asset real estate entity, which owns the real
property located at 517 Brooklyn, Avenue, Brooklyn, New York
11225.
According to court filings, M Rental Brooklyn estimates $1 million
to $10 million in debt to 1 to 49 creditors. The petition states
that funds will be available to unsecured creditors.
Each of the Debtors are jointly liable on a debt owed to Realya
Crown Heights LLC from confirmation of the arbitration award to
Realya, in the approximate amount of $2,124,758. Lastly, Manor and
M1 have entered into a restructuring support agreement (the "RSA")
with Realya to satisfy the debt owed to Realya in exchange for
control and ownership of M Rental. M1 has filed a plan of
reorganization as part of the terms of the RSA.
M Rental intends to file a plan of reorganization in the coming
days so that the Debtors can put before the court the RSA, plans of
reorganization and other related relief.
About M Rental Brooklyn
M Rental Brooklyn LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)).
M Rental Brooklyn LLC filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42858) on Nov.
15, 2022. In the petition filed by Rafi Manor, as Managing Member
of M1 Development LLC, the Debtor reported assets and liabilities
between $1 million and $10 million each.
The Debtor is represented by:
Avrum J Rosen
Law Offices of Avrum J. Rosen, PLLC
744 Lefferts Street
Apt. 4R
Brooklyn, NY 11203
MAGNOLIA OFFICE: PS Funding Says It's Ready to File Plan
--------------------------------------------------------
Creditor, PS Funding, Inc., filed a joinder to the United States
Trustee's Objection to Final Approval of Magnolia Office
Investments, LLC's Disclosure Statement and Confirmation of Chapter
11 Plan.
PS Funding supports the objection, filed by the U.S. Trustee, with
the exception of the Trustee's request to convert the case to case
under Chapter 7. To the extent the Court denies confirmation of the
Debtor's proposed plan, PS Funding requests that the Court
terminate exclusivity or otherwise not extend exclusivity of the
Debtor under 11 U.S.C. s 1121(d)(1) to allow PS Funding to serve as
a plan proponent to propose a liquidating Chapter 11 plan. PS
Funding reserves the right to raise the same by separate motion and
at the hearing on confirmation.
Counsel for PS Funding, Inc.:
Dana L. Robbins, Esq.
BURR & FORMAN, LLP
201 North Franklin Street, Suite 3200
Tampa, FL 33602
Tel: (813) 221-2626
Fax: (813) 221-7335
E-mail: drobbins@burr.com
About Magnolia Office
Investments
Magnolia Office Investments LLC is a Single Asset Real Estate (as
defined in 11 U.S.C. Sec. 101(51B)). It owns the commercial office
building located at 1211 Governors Square Boulevard, Tallahassee,
Florida 3230, valued at $5.5 million.
Magnolia Office Investments sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14044) on
May 24, 2022. In the petition signed by Anand Patel, as managing
member, Magnolia Office Investments, LLC listed estimated assets
and liabilities between $1 million and $10 million each.
The case is assigned to Honorable Bankruptcy Judge Erik P.
Kimball.
David L. Merrill, Esq., at The Associates, is the Debtor's counsel.
MARKAM TRANSPORT: Seeks Cash Collateral Access
----------------------------------------------
Markam Transport, Inc. asks the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, for authority to
use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to make payments
necessary for the continuation of its business. The Debtor believes
it has approximately $6,587 in cash as of the Petition Date.
The amount of cash collateral necessary for the Debtor to use to
avoid immediate and irreparable harm before the date of the final
hearing or the date the Order becomes a final order, in the absence
of a timely objection and final hearing, is $10,003.
Beginning in 2021, the Debtor's business experienced a slowdown,
which tightened margins on each load that it hauled. At the same
time that margins were tightening, a number of the tractors the
Debtor leased from Leasing had catastrophic mechanical failures
requiring substantial repairs that it could not afford and, as a
result, further diminished the Debtor's income generating
prospects.
As a result of these twin events, the Debtor fell behind on
payments to its creditors including its secured creditors.
The Debtor and Leasing ceased business operations on September 14,
2022, began winding down its business operations, and liquidating
its business and assets.
Between September 14, 2022 and the Petition Date, the Debtor sold
two 2021 trailers for $70,000 each and retired the obligations to
Bank Capital thereon. The sales were only $4,000 less than the
Debtor's asking price for each trailer.
On the Petition Date, the Debtor estimates the aggregate fair
market value of all of remaining its tractors (if repaired),
trailers, and stingers was approximately $2,899,704.
When secured creditors expressed their unwillingness to
consensually liquidate the Debtor's business and assets, the Debtor
began preparing to file for Chapter 11.
Prior to the Petition Date, the Debtor and its debtor-affiliate,
Leasing jointly obtained Small Business Administration section 7(a)
loan in the face amount of $2.360 million from Huntington National
Bank's predecessor-in-interest, TCF National Bank.
As of the Petition Date, Huntington asserted that it was owed
approximately $2.217 million in its complaint filed in Huntington
National Bank v. Markam Leasing, Inc. and Markam Transport, Inc.,
Case No. 2022-003982-PD (Macomb County Circuit Court, State of
Michigan). The Debtor disputes that Huntington is owed $2.217
million. Despite demand, Huntington has failed to provide evidence
that it is owed $2.217 million.
Huntington may assert that its holds a first priority lien
encumbering substantially all of the Debtor's assets, securing the
Huntington Indebtedness, except for certain specific equipment.
The Debtor estimates that the aggregate fair market value of the
tractors (if repaired) and trailers subject to Huntington's
asserted security interest is $2.289 million, implying equity of
approximately $68,000.
OnDeck Capital, LLC, which may also be known as ODK, LLC, may
assert that it holds a second priority lien encumbering
substantially all of the Debtor's assets, except equipment covered
by certificates of title, in the amount of $289,441.
The SBA may also assert that it holds a third priority lien
encumbering substantially all of the Debtor's assets, except
equipment covered by certificates of title, in the face amount of
$500,000 for an economic disaster injury loan.
As adequate protection, the Debtor offers replacement liens in all
such types and descriptions of collateral which may have secured
the Huntington's or other secured creditors' pre-petition
liabilities and which are created, acquired or arise after the
Petition Date.
Further, the Lender has a significant equity cushion because the
value of the Huntington's collateral exceeds Huntington's
indebtedness before consideration of the Debtor's anticipated
$447,052 employee retention tax credit.
Neither OnDeck nor the SBA have any protectable interest in the
Debtor's cash collateral.
A copy of the motion is available at https://bit.ly/3EVuuy2 from
PacerMonitor.com.
About Markam Transport, Inc.
Markam Transport, Inc. is part of the general freight trucking
industry. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-48936) on November
14, 2022. In the petition signed by Andrew Mark Donatiello,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Joseph K. Grekin, Esq., at Schafer and Weiner, PLLC, is the
Debtor's counsel.
METRO SERVICE: Seeks to Hire Heller Draper & Horn as Legal Counsel
------------------------------------------------------------------
Metro Service Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Heller,
Draper & Horn, LLC as its legal counsel.
The firm's services include:
a. advising the Debtor with respect to its rights, powers and
duties in the continued operation and management of its businesses
and property, and compliance with the Chapter 11 operating
guidelines and reporting requirements for Region 5, including the
preparation of documents and reports;
b. preparing and pursuing confirmation of a plan of
reorganization and approval of a disclosure statement;
c. preparing legal documents and reviewing all financial
reports to be filed;
d. preparing responses to legal documents, which may be filed
by other parties;
e. appearing in court;
f. representing the Debtor in connection with obtaining
post-petition financing;
g. assisting in the negotiation and documentation of financing
agreements and related transactions;
h. investigating the nature and validity of liens asserted
against the property of the Debtor, and advising the Debtor
concerning the enforceability of said liens;
i. investigating and advising the Debtor concerning, and
taking such action as may be necessary to collect, income and
assets in accordance with applicable law, and the recovery of
property for the benefit of the Debtor's estate;
j. advising and assisting the Debtor in connection with any
potential property dispositions;
k. advising the Debtor concerning the assumption, assignment,
rejection, restructuring or recharacterization of executory
contracts and leases;
l. assisting the Debtor in reviewing, estimating and resolving
claims asserted against the estate;
m. commencing and conducting litigation necessary and
appropriate to assert rights held by the Debtor, protect assets of
the estate or otherwise further the goal of completing the Debtor's
successful reorganization; and
n. performing all other necessary legal services for the
Debtor.
The firm's hourly rates are as follows:
Douglas S. Draper $600 per hour
Constant G. Marquer III $500 per hour
Leslie A. Collins $500 per hour
Greta M. Brouphy $450 per hour
Michael E. Landis $400 per hour
Paralegals $150 per hour
Heller, Draper & Horn received a retainer of $10,000.
As disclosed in court filings, Heller, Draper & Horn is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Douglas S. Draper, Esq.
Heller, Draper, Patrick, Horn & Manthey, LLC
650 Poydras Street, Suite 2500
New Orleans, LA 70130
Phone: (504) 299-3300
Email: ddraper@hellerdraper.com
About Metro Service Group
Metro Service Group, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. La. Case No. 22-11197) on Oct. 6,
2022, with $10 million to $50 million in both assets and
liabilities. Judge Meredith S. Grabill oversees the case.
The Debtor tapped Heller, Draper & Horn, LLC as bankruptcy counsel;
Davillier Law Group, LLC and Irpino Law Firm, LLC as special
counsels; and Wharton CPA, LLC as accountant.
The U.S. Trustee for Region 5 appointed an official committee of
unsecured creditors on Nov. 2, 2022. The committee is represented
by The Steffes Firm, LLC.
MIDLAND ELECTRIC: Seeks to Hire Hester Baker Krebs as Legal Counsel
-------------------------------------------------------------------
Midland Electric Supply, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to hire
Hester Baker Krebs, LLC as its legal counsel.
The firm's services include:
(a) advising the Debtor regarding its powers and duties and
the management of its property;
(b) taking necessary action to avoid the attachment of any
lien against the Debtor's property threatened by secured creditors
holding liens;
(c) preparing legal papers; and
(d) other necessary legal services in connection with the
Debtor's Chapter 11 case.
Hester Baker Krebs will be paid based upon its normal and usual
hourly billing rates and will be reimbursed for its out-of-pocket
expenses.
The retainer fee is $12,500.
David Krebs, Esq., a partner at Hester Baker Krebs, 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:
David R. Krebs, Esq.
Hester Baker Krebs, LLC
1 Indiana Square, Suite 1600
Indianapolis, IN 46204
Tel: (317) 833-3030
Email: dkrebs@hbkfirm.com
About Midland Electric Supply
Midland Electric Supply, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-04199) on
Oct. 19, 2022, with up to $500,000 in assets and up to $10 million
in liabilities. Matthew L. Johnson, owner and member of Midland
Electric Supply, signed the petition.
Judge Robyn L. Moberly oversees the case.
David Krebs, Esq., at Hester Baker Krebs, LLC is the Debtor's legal
counsel.
MMJS ENGINERING: Seeks to Hire RHM Law as Bankruptcy Counsel
------------------------------------------------------------
MMJS Engineering seeks approval from the U.S. Bankruptcy Court for
the Southern District of California to hire RHM Law, LLP as its
bankruptcy counsel.
The firm's services include:
a. advice and assistance regarding compliance with the
requirements of the United States Trustee;
b. advice regarding matters of bankruptcy law, including the
rights and remedies of the Debtor with respect to its assets and
claims of its creditors;
c. advice regarding cash collateral matters;
d. examinations of witnesses, claimants or adverse parties,
and the preparation of reports, accounts and pleadings;
e. advice concerning the requirements of the Bankruptcy Code
and applicable rules;
f. negotiation, formulation and implementation of a Chapter 11
plan of reorganization; and
g. court appearances.
RHM Law will charge these fees:
Matthew D. Resnik, Partner $600 per hour
Roksana D. Moradi-Brovia, Partner $500 per hour
Russell J. Stong Ill, Associate $350 per hour
David M. Kritzer, Associate $350 per hour
W. Sloan Youkstetter, Associate $350 per hour
Pardis Akhavan, Associate $250 per hour
Rosario Zubia, Paralegal $135 per hour
Priscilla Bueno, Paralegal $135 per hour
Rebeca Benitez, Paralegal $135 per hour
Max Bonilla Paralegal $135 per hour
Susie Segura, Paralegal $135 per hour
The firm received an initial retainer fee of $16,738.
Roksana Moradi-Brovia, Esq.., a partner at RHM Law, disclosed in a
court filing that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Roksana D. Moradi-Brovia, Esq.
Matthew D. Resnik, Esq.
RHM Law, LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Phone: (818) 285-0100
Fax: (818) 855-7013
Email: roksana@RHMFirm.com
matt@RHMFirm.com
About MMJS Engineering
MMJS Engineering sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Calif. Case No. 22-02691-11) on Oct.
19, 2022. In the petition filed by its chief executive officer,
Mark Anthony Martini, the Debtor disclosed up to $1 million in both
assets and liabilities.
Judge Margaret M. Mann oversees the case.
RHM Law, LLP is the Debtor's bankruptcy counsel.
MYMD DIRECT: Case Summary & 13 Unsecured Creditors
--------------------------------------------------
Debtor: MyMD Direct, PLLC
6404 Carmel Rd. Suite 202
Charlotte, NC 28226
Business Description: MyMD provides personalized, one-on-one and
comprehensive medical care.
Chapter 11 Petition Date: November 22, 2022
Court: United States Bankruptcy Court
Western District of North Carolina
Case No.: 22-30573
Judge: Hon. J. Craig Whitley
Debtor's Counsel: Anna S. Gorman, Esq.
GRIER WRIGHT MARTINEZ, PA
521 E. Morehead St., Suite 440
Charlotte, NC 28202
Tel: 704-332-0208
Fax: 704 332-0215
Email: agorman@grierlaw.com
Total Assets: $737,150
Total Liabilities: $1,143,679
The petition was signed by David B. Mabry as member-manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/DSIFN5A/MyMD_Direct_PLLC__ncwbke-22-30573__0001.0.pdf?mcid=tGE4TAMA
NEWTON CONSTRUCTION: Seeks Cash Collateral Access
-------------------------------------------------
Newton Construction LLC asks the U.S. Bankruptcy Court for the
District of Nevada for authority to use cash collateral to meet the
ordinary course business expenses.
The Debtor seeks approval, nunc pro tunc to the Petition Date, to
use the post-petition revenue to pay the ordinary course business
expenses that were paid in the ordinary course pre-petition.
Subchapter V was filed because Newton owed approximately $250,000
unsecured debt which would have been due in 90 days. The six debts
were high interest loans which were paid daily. Reorganization will
allow debt to be serviced over extended period of time.
Kalamata has a secured claim by virtue of its UCC-1 Security
Interest. Kalamata's Counsel and the Debtor's Counsel have agreed
that the $55,375 claim will be paid over three years at 5%
interest. The monthly payment will be $1,648.
A hearing on the matter is set for December 21, 2022 at 1:30 p.m.
A copy of the motion is available at https://bit.ly/3Xpfu2A from
PacerMonitor.com.
About Newton Construction LLC
Newton Construction LLC is a general contractor in North Las Vegas,
Nevada.
Newton Construction filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
22-13186) on Sept. 3, 2022. In the petition filed by John Newton,
the Debtor reported assets between $100,000 and $500,000 and
liabilities between $500,000 and $1 million.
The Law Office of Corey B. Beck P.C. is the Debtor's counsel.
NGV GLOBAL: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
NGV Global Group, Inc. and affiliates ask the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division, for
authority to use cash collateral and provide adequate protection.
The Debtors seek emergency relief to use cash collateral in the
operation of their businesses. The Debtors have an urgent need to
continue using cash collateral on a daily basis to fund operational
expenses, particularly payroll obligations and fuel costs. The
Debtors' drivers utilize fuel cards that are invoiced daily and are
subject to daily and transactional limits. The Debtors depend on
access to fuel to cover transportation costs to continue operations
and to get their drivers back home after deliveries.
In 2019 and 2020, the Debtors entered into a series of
sale-leaseback transactions with Mike Albert, Ltd. pursuant to
various Master Lease Agreements and related agreements. Pursuant to
these transactions, MAL purchased from NGV Texas over 600 vehicles
and then leased those same vehicles back to affiliates Natural Gas
Supply and Natural Gas Logistics. The purpose of the sale-leaseback
transactions was to facilitate the refurbishment, deployment,
utilization and sale of the 600+ vehicles to build and expand the
NGV Global companies' logistic business using cost effective CNG
fuel as a competitive advantage.
Shortly after the sale-leaseback transactions, the COVID-19
pandemic brought the world economy to a halt and delayed the
Debtors' plan to deploy vehicles and build their logistics
business. As of the Petition Date, approximately 170 out of the 600
vehicles subject to the Leases with MAL are being used in the
Debtors' logistics business and are revenue producing. As a result
of the pandemic delaying the Debtors' ability to launch and develop
its logistic and other businesses, the Debtors have not been able
to generate sufficient revenue and revenue quality to meet its
payment obligations under the Leases. MAL commenced litigation
against the Debtors seeking to recover amounts due under the L
eases or to repossess the vehicles.
NGV Texas is obligated to FirstCapital Bank of Texas, N.A. pursuant
to a Promissory Note dated June 21, 2019, in the original principal
amount of $5.5 million. The obligations under the First FCB Note
are secured by a blanket lien in all assets of NGV Texas as
provided by the Security Agreement between FCB and NGV Texas dated
June 21, 2019. The First FCB Note is guaranteed by NGS pursuant to
a Guaranty Agreement, which is secured by certain NGS inventory
pursuant to a Security Agreement between FCB and NGS. As of the
Petition Date, NGV Texas was indebted to FCB pursuant to the First
FCB Note in the approximate amount of $884,024.
NGS is obligated to FCB pursuant to the Promissory Note dated
February 5, 2020 in the original principal amount of $1 million.
The obligations under the Second FCB Note are secured by a lien
interest in certain equipment of NGV Texas as provided by that
certain Security Agreement between FCB and NGS dated February 21,
2020.
The Second FCB Note is guaranteed by NGV Texas pursuant to a
Guaranty Agreement dated February 21, 2020. As of the Petition
Date, NGS Texas was indebted to FCB pursuant to the Second FCB Note
in the approximate amount of $522,000.
NGS is obligated to FCB pursuant to the Promissory Note dated May
28, 2020 in the principal amount of $3.925 million. The obligations
under the Third FCB Note are secured by a blanket lien in all
personal property of NGS as provided by the Security Agreement
between FCB and NGS dated May 28, 2020. NGV Global, NGV Texas and
NGL are obligated to FCB as guarantors of the Third FCB Note, and
other indebtedness of NGS, pursuant to separate Guaranty
Agreements, and each Guaranty Agreement is secured by blanket liens
on the guarantors' personal property pursuant to a Security
Agreement with FCB dated May 28, 2020. As of the Petition Date, NGS
was indebted to FCB pursuant to the Third FCB Note in the
approximate amount of $2.280 million.
NGS is obligated to FCB pursuant to the Promissory Note in the
original principal amount of $1.387 million. As of the Petition
Date, NGS was indebted to FCB pursuant to the Fourth FCB Note in
the approximate amount of $996,609.
NGV Global is obligated to FCB pursuant to the Promissory Note
dated September 30, 2021, in the original principal amount of
$1.870 million. The obligations under the Fifth FCB Note are
secured by a blanket lien in all personal property of NGV Global as
provided in the Security Agreement between FCB and NGV Global dated
September 30, 2021. As of the Petition Date, NGV Global was
indebted to FCB pursuant to the Fifth FCB Note in the approximate
amount of $1.661 million.
The FCB Notes are secured by various assets of the Debtors.
NGV Global is obligated to Maplemark Bank pursuant to a Promissory
Note dated April 21, 2022 in the original principal amount of $3.8
million. The obligations under the Maplemark Note are secured by
liens in NGL equipment and an NGL deposit account pursuant to a
Security Agreement with NGL. As of the Petition Date, NGV Global
was indebted to Maplemark pursuant to the Maplemark Note in the
approximate amount of $3 million.
The Debtors seek to grant adequate protection through the issuance
of replacement liens to FCB and Maplemark Bank in the assets
comprising their Prepetition Collateral (a) to the extent of the
value of each of their security interest in the Prepetition
Collateral, and (b) in the same order of priority as presently
existing in the Prepetition Collateral, for any diminution in value
of their individual security interests in the Prepetition
Collateral as of the Petition Date as a result of the use of cash
collateral and the imposition of the automatic stay.
The Debtors estimate that the value of the Prepetition Collateral
for each of the Lenders exceeds the indebtedness owed to each such
Lenders as of the Petition Date and that the Prepetition Collateral
will substantially retain its value during these Bankruptcy Cases.
Thus, each of the Lenders is adequately protected by equity in
their Prepetition Collateral.
A copy of the motion is available at https://bit.ly/3GyMhw7 from
PacerMonitor.com.
About NGV Global Group
NGV Global Group is a global technology company that designs,
manufactures, distributes and supports natural gas operated medium
and heavy-duty commercial vehicles sold worldwide. The Company
manufactures natural gas engines, fuel storage units and fueling
systems for application in its own products and for sale to third
party companies interested in the conversion of trucks and buses to
operate on natural gas completely (dedicated) or in conjunction
(duel-fuel) with diesel fuel. The Company also owns and operates a
gas transportation company which is registered with the US
Department of Transportation (DOT) allowing the Company to safely
transport multiple substances across the U.S. including: CNG, LNG,
Hydrogen, Oxygen, Nitrogen and other hazardous materials and gases.
NGV Global Group, Inc. and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case
No. 22-42780) on November 17, 2022. In the petition signed by
Farroukh Zaidi, chief executive officer, the Debtor disclosed up to
$50 million in assets and up to $100,000 in liabilities.
Judge Edward L. Morris oversees the case.
Jeff P. Prostok, Esq., at Forshey Prostok, LLP, is the Debtor's
counsel.
NTI-NV INC: Unsecured Creditors to Get Remaining Cash
-----------------------------------------------------
NTI-NV Inc. submitted a Second Amended Disclosure Statement to
accompany their Second Amended Plan of Reorganization.
The intent is that the creditors will be paid in full. The Debtor
has been doing some restructuring of the business and has decreased
expenses. As a result, the Debtor believes that it will be able to
finance the Second Amended Plan from the operations of the
business.
Under the Plan, Class 3 General Allowed Unsecured Claims total
$205,031. After reviewing the claims, the Debtor believes the true
amount due after the claims process is $25,000. The first quarter
after the Effective Date, each Allowed Class 3 Claimant will
receive a Distribution on a Pro Rata position vis-a-vis all other
Creditors with Allowed General Unsecured Claims. The Debtor shall
make quarterly distributions on the Quarterly Distribution Date of
any Remaining Cash Amount, Pro Rata, to Creditors with Allowed
General Unsecured Claims prior to the Final Distribution Date. On
the Final Distribution Date, the Reorganization Debtor shall
distribute, Pro Rata, to Creditors with Allowed General Unsecured
Claims, the Remaining Cash Amount. Class 3 is impaired.
Creditors will be paid from disposable income from the remaining
cash amount from the operations of the business, loan, and sale of
assets.
Attorneys for the Debtor:
David J. Winterton, Esq.
DAVID J. WINTERTON & ASSOC., LTD.
7881 W. Charleston Blvd., Suite 220
Las Vegas, NV 89117
Tel: (702) 363-0317
Fax: (702) 363-1630
E-mail: david@davidwinterton.com
A copy of the Second Amended Disclosure Statement dated Nov. 9,
2022, is available at https://bit.ly/3WVkprO from
PacerMonitor.com.
About NTI-NV Inc.
NTI-NV Inc. sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 22-10460) on Feb. 10,
2022, listing up to $50,000 in assets and up to $500,000 in
liabilities. Judge Natalie M. Cox oversees the case.
David J. Winterton, Esq., at David J Winterton & Associates Ltd.,
serves as the Debtor's legal counsel.
OLD FIELD HOLDINGS: Seeks Chapter 11 to Stop Foreclosure
--------------------------------------------------------
Old Field Holdings Inc. filed for chapter 11 protection in the
Eastern District of New York.
The Debtor owns a single-family residence located at 190 Old Field
Road, East Setauket, NY 11733. U.S. Bank National Association, as
Indenture Trustee for VCC 2020-MC1 Trust holds a mortgage on the
Property in the original principal amount $1,470,000.
The Debtor acquired the Property in 2019 with the intention of
renovating it into a luxury residence. As renovations progressed,
it became clear that the Property's condition was much worse than
initially anticipated, and required substantial repairs in order to
be habitable. The Debtor has now completed extensive renovations,
including repairing the foundation, remodeling the kitchen and
bathrooms, and installing new boilers, natural gas line, water main
connection, HVAC, and sheetrock throughout the Property.
However, due to unanticipated costs and delays incurred for major
structural repairs to the Property and additional costs and delays
caused as a result of the COVID-19 pandemic, the Debtor ran out of
funds. On August 11, 2021, U.S. Bank commenced a foreclosure
action in New York State Supreme Court, Suffolk County captioned
U.S. Bank National Association, as Indenture Trustee for VCC
2020-MC1 Trust v. Old Field Holdings, Inc.; Jorge Villar; Old Field
Funding LLC; John Doe (Name Refused) and assigned Index No.
615451/2021, which is currently pending.
The Debtor believes the Property has a value of $4 million. The
mortgage debt to U.S. Bank is estimated to be $1.929 million.
The Debtor has tapped Aliano Real Estate as real estate broker, to
market and sell the Property.
According to court filings, Old Field Holdings estimates $1 million
to $10 million in total 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
Dec. 16, 2022 @ 10 am
About Old Field Holdings
Old Field Holdings Inc. filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-73213) on
Nov. 16, 2022. In the petition filed by Jorge Villar, as
president, the Debtor reported assets and liabilities between $1
million and $10 million.
The Debtor is represented by:
Theresa A Driscoll
Moritt Hock & Hamroff LLP
190 Old Field Road
East Setauket, NY 11733
PBF HOLDING: S&P Upgrades ICR to 'BB' on Strong Financial Metrics
-----------------------------------------------------------------
S&P Global Ratings upgraded PBF Holding Co. LLC (PBF Holding) to
'BB' from 'BB-'. S&P also raised the issue-level ratings on its
senior unsecured debt to 'BB' from 'BB-'. S&P revised the recovery
rating on the unsecured notes to '3' from '4'.
The stable outlook reflects S&P's expectation that PBF Holding will
operate with strong liquidity and relatively high utilization at
its refineries while maintaining adjusted net leverage below 1x in
2023.
Robust refining margins are driving PBF Holding's improved credit
quality. The adjusted EBITDA PBF Holding generated in the third
quarter was slightly lower than the record quarter the company
reported for the previous fiscal period. S&P expects the
above-average refining margin environment to continue in the coming
quarters given the low inventory levels for refined products. This
strong cash flow generation year to date has allowed the company to
reduce its total outstanding debt by more than $2.2 billion in 2022
including fully repaying $1.25 billion of senior secured notes.
This does not include the full repayment of the outstanding
borrowings on the revolving credit facility for its affiliate
master limited partnership PBF Logistics L.P. (PBFX).
S&P said, "The company will have strong liquidity and low adjusted
net leverage in 2023. We forecast PBF Holding will realize
consolidated refining gross margins commensurate to a mid-cycle
environment in 2023. The company generated refining gross margin
per barrel excluding special items of approximately $22.77 per
barrel (bbl) so far this year, and we expect 2023 margins to be at
least $10/bbl. The company's strong liquidity and over $1.8 billion
of cash on hand as of the most recent quarter resulted in an
adjusted net debt leverage ratio of approximately 0.25x on a
trailing basis. When calculating adjusted leverage, we net most of
its available cash against its total debt balance. Although the
consolidated company has some upcoming cash uses within the next 12
months including environmental compliance costs, the PBFX buy-in by
its parent company, over $500 million of annual capital
expenditures and a recently reinstituted dividend at its parent
company, we expect it to continue to have strong liquidity in
2023.
"Buy-in of PBFX is neutral for the credit quality of the PBF
enterprise. PBFX relies heavily on PBF Holding for its volumes and
EBITDA. We forecast the proposed buy-in to close later this year
and, at that time, would expect to equalize the ratings on PBFX
with the ratings on PBF Holding. Our credit rating on PBF Holding
drives the consolidated credit quality of its parent, PBF Energy
Inc. PBFX's entire capital structure matures in 2023, consisting of
an undrawn revolving credit facility maturing in July 2023 and $525
million of senior unsecured notes due May 15, 2023. We believe the
parent company will have sufficient liquidity to repay or refinance
the debt as it comes due.
"The stable outlook reflects S&P Global Ratings' expectation that
PBF Holding will continue to operate its six refineries with
relatively high utilization. We expect it to maintain adjusted
leverage below 1x in 2023 and operate with strong liquidity.
"We could consider a negative rating action on PBF if operational
performance weakens such that its consolidated adjusted debt to
EBITDA increases above 4x on a sustained basis or if it pursues a
more aggressive financial policy.
"Given its concentration in coastal regions, we could consider a
positive rating action if the company improves its competitive
position and exhibits a stronger track record of operations while
maintaining consolidated adjusted debt to EBITDA of less than 2x
even during a mid-cycle environment."
PENTA STATE: Taps Munsch Hardt Kopf & Harr as Bankruptcy Counsel
----------------------------------------------------------------
Penta State, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Munsch
Hardt Kopf & Harr, P.C. as bankruptcy counsel.
The firm will render these services:
a. serve as attorney of record in all aspects for the Debtors
in their Chapter 11 cases and any related adversary proceedings;
b. assist the Debtors in carrying out their duties under the
Bankruptcy Code;
c. consult with the U.S. Trustee, any statutory committee that
may be formed, creditors and parties-in-interest concerning
administration of the cases;
d. assist in potential sales of the Debtors' assets;
e. prepare legal papers;
f. assist the Debtors in the preparation of schedules,
statements and reports;
g. represent the Debtors and their estates at related
hearings, meetings of creditors, and U.S. Trustee interviews;
h. assist the Debtors in formulating and confirming a Chapter
11 plan;
i. assist the Debtors in analyzing and appropriately treating
the claims of creditors;
j. appear before the bankruptcy court, appellate courts or
other courts with jurisdiction over matters associated with the
Debtors' bankruptcy cases; and
k. perform all other necessary legal services.
The firm will be paid at these rates:
Walter Buchanan, Shareholder $570 per hour
John D. Cornwell, Shareholder $550 per hour
Brenda Funk, Shareholder $550 per hour
Thomas Berghman, Shareholder $500 per hour
An Nguyen, Associate $390 per hour
On Sept. 9, the Debtors deposited $100,000 into the firm's retainer
account.
As disclosed in court filings, Munsch is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John D. Cornwell, Esq.
Munsch Hardt Kopf & Harr, P.C.
700 Milam Street, Suite 800
Houston, TX 77002-2806.
Tel: 713-222-4066
Fax: 713-221-1475
Email: jcornwell@munsch.com
About Penta State LLC
Penta State, LLC is a Tomball, Texas-based company formed by Dr.
Saad Alsaab. Penta State units, Elite Medical Laboratory
Solutions, LLC and Graham Tomball, LLC (each doing business as DIAX
Labs), operate two independent laboratories based near Houston,
Texas. DIAX Labs offers a suite of services, including (a)
toxicology, (b) molecular diagnostics, (c) genetics, and (d) blood
and wellness testing for patients with commercial insurance and
Medicare beneficiaries.
Penta State, along with affiliates Nationwide Laboratory Partners
LLC, Elite Medical Laboratory Solutions, Graham Tomball, and Zayd
Assets, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Texas Lead Case No. 22-90331) on Oct. 11, 2022. Amit Gupta,
president of Penta State, signed the petition. In the petition,
Penta State reported $10 million to $50 million in both assets and
liabilities.
Judge David R. Jones oversees the cases.
The Debtors are represented by Munsch Hardt Kopf & Harr, P.C.
PHOENIX SERVICES: Committee Taps Cole Schotz as Delaware Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Phoenix Services
Topco, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Cole Schotz
P.C. as its Delaware counsel.
The firm's services include:
(a) advising the committee regarding its powers, rights,
duties and obligations in the Debtors' Chapter 11 cases;
(b) assisting the committee in its consultations with the
Debtors regarding the administration of their cases;
(c) assisting the committee in reviewing and negotiating terms
for unsecured creditors;
(d) investigating the liens asserted by the Debtors' lenders
and any potential causes of action against such lenders;
(e) advising the committee on the corporate aspects of the
Debtors' Chapter 11 cases and any plans to effect the Debtors'
restructuring that may be proposed in connection therewith, and
participating in the formulation of any such plans or means of
implementing the restructuring, as necessary;
(f) taking all necessary actions to protect and preserve the
estates of the Debtors for the benefit of unsecured creditors;
(g) preparing legal papers;
(h) representing the committee in hearings and other judicial
proceedings; and
(i) other necessary legal services.
The hourly rates of the firm's attorneys and staff are as follows:
Members and Special Counsel $485 to $1200
Associates $325 to $685
Law Clerks $325 per hour
Paralegals $245 to $410
Litigation Support Specialists $380 to $405
Justin Alberto, Esq., a member of Cole Schotz, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Alberto disclosed the following:
-- Cole Schotz has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- No Cole Schotz professional included in the engagement has
varied his rate based on the geographic location of the bankruptcy
cases.
-- Cole Schotz has not represented the committee in the 12
months prior to the Debtors' bankruptcy filing.
-- Cole Schotz expects to develop a prospective budget and
staffing plan to reasonably comply with the U.S. Trustee's request
for information and additional disclosures as to which the firm
reserves all rights.
The firm can be reached through:
Justin R. Alberto, Esq.
Cole Schotz P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: 302-652-3131
Fax: 302-652-3117
Email: jalberto@coleschotz.com
About Phoenix Services Topco
Phoenix Services Topco, LLC provides services to global
steel-producing companies, including the removal, handling, and
processing of molten slag at customer sites, and the preparation
and transportation of metal scraps, raw materials, and finished
products.
Phoenix Services Topco and eight affiliates, including Phoenix
Services Holdings Corp., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10906) on
Sept. 27, 2022. In the petitions signed by its chief financial
officer, Robert A. Richard, Phoenix Services Topco disclosed $500
million to $1 billion in both assets and liabilities.
Judge Mary J. Walrath oversees the cases.
The Debtors tapped Weil, Gotshal, and Manges, LLP and Richards
Layton & Finger, P.A. as legal counsels; AlixPartners, LLP as
financial advisor; PJT Partners, Inc. as investment banker; and
Stretto, Inc. as claims and noticing agent and administrative
advisor.
Barclays Bank PLC, as DIP and First Lien Group lender, is
represented by Gibson, Dunn & Crutcher LLP while Credit Suisse Loan
Funding LLC, as DIP lender, is represented by Pachulski Stang Ziehl
& Jones, LLP.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors in the Debtors' Chapter 11 cases
on Oct. 11, 2022. Squire Patton Boggs (US), LLP, Cole Schotz, P.C.
and FTI Consulting, Inc. serve as the committee's lead bankruptcy
counsel, Delaware counsel and financial advisor, respectively.
PHOENIX SERVICES: Committee Taps FTI as Financial Advisor
---------------------------------------------------------
The official committee of unsecured creditors of Phoenix Services
Topco, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ FTI
Consulting, Inc. as its financial advisor.
The committee requires a financial advisor to:
(a) review financial-related disclosures required by the
court.
(b) assess and monitor the Debtors' short-term cash flow,
liquidity and operating results;
(c) review the Debtors' proposed key employee retention and
other employee benefit programs;
(d) assist in the review of the Debtors' analysis of core
business assets;
(e) review the Debtors' cost/benefit analysis with respect to
the assumption or rejection of various executory contracts and
leases;
(f) review the Debtors' identification of potential cost
savings;
(g) assist in the review and monitoring of the asset sale
process;
(h) review tax issues;
(i) review claims reconciliation and estimation process;
(j) assist in the review of other financial information
prepared by the Debtors;
(k) assist in the review and analysis of cryptocurrency and
digital assets;
(l) attend meetings and participate in discussions;
(m) assist in the review or preparation of information and
analysis necessary for the confirmation of a Chapter 11 plan and
related disclosure statement;
(n) assist in the evaluation and analysis of avoidance
actions;
(o) assist in the prosecution of committee responses or
objections to the Debtors' motions;
(p) render other general business consulting services.
The hourly rates of FTI Consulting's professionals are as follows:
Senior Managing Directors $1,045 - $1,495 per
hour
Directors / Senior Directors $785 - $1,055 per hour
Consultants/Senior Consultants $435 - $750 per hour
Administrative / Paraprofessionals $175 - $325 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Conor Tully, a senior managing director at FTI Consulting,
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:
Conor P. Tully
FTI Consulting, Inc.
1166 Avenue of the Americas, 15th Floor
New York, NY 10036
Telephone: (212) 247-1010
Email: conor.tully@fticonsulting.com
About Phoenix Services Topco
Phoenix Services Topco, LLC provides services to global
steel-producing companies, including the removal, handling, and
processing of molten slag at customer sites, and the preparation
and transportation of metal scraps, raw materials, and finished
products.
Phoenix Services Topco and eight affiliates, including Phoenix
Services Holdings Corp., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10906) on
Sept. 27, 2022. In the petitions signed by its chief financial
officer, Robert A. Richard, Phoenix Services Topco disclosed $500
million to $1 billion in both assets and liabilities.
Judge Mary J. Walrath oversees the cases.
The Debtors tapped Weil, Gotshal, and Manges, LLP and Richards
Layton & Finger, P.A. as legal counsels; AlixPartners, LLP as
financial advisor; PJT Partners, Inc. as investment banker; and
Stretto, Inc. as claims and noticing agent and administrative
advisor.
Barclays Bank PLC, as DIP and First Lien Group lender, is
represented by Gibson, Dunn & Crutcher LLP while Credit Suisse Loan
Funding LLC, as DIP lender, is represented by Pachulski Stang Ziehl
& Jones, LLP.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors in the Debtors' Chapter 11 cases
on Oct. 11, 2022. Squire Patton Boggs (US), LLP, Cole Schotz, P.C.
and FTI Consulting, Inc. serve as the committee's lead bankruptcy
counsel, Delaware counsel and financial advisor, respectively.
PHOENIX SERVICES: Committee Taps Squire Patton as Lead Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Phoenix Services
Topco, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Squire
Patton Boggs (US), LLP as its lead counsel.
The firm's services include:
a. providing legal advice as necessary with respect to the
committee's powers and duties as an official committee appointed
under Section 1102 of the Bankruptcy Code;
b. consulting and engaging with the Debtors and all key
parties in their Chapter 11 cases as necessary or appropriate;
c. advising the committee in connection with the Debtors' use
of cash collateral and debtor-in-possession financing, and
representing the committee in negotiations;
d. analyzing the Debtors' assets, financing transactions, and
the amount, extent and priority of any liens on or encumbrances
against the Debtors' assets;
e. assisting the committee in negotiating favorable terms for
unsecured creditors with respect to any proposed asset purchase
agreements for the sale of any of the Debtors' assets;
f. providing legal advice as necessary with respect to any
disclosure statement or Chapter 11 plan filed, and with respect to
the process for approving or disapproving any such disclosure
statement or plan;
g. preparing legal papers;
h. appearing in court;
i. reviewing the Debtors' schedules and statements;
j. advising the committee as to the implications of the
Debtors' activities and motions before the court;
k. providing the committee with legal advice in relation to
the Chapter 11 cases generally; and
l. other necessary legal services.
Squire's hourly rates for associates, partners and non-attorney
personnel range from $200 to $1,600 or higher for its most senior
partners, and from $125 for new paraprofessionals to $535 for
experienced paraprofessionals, with most non-attorney billing rates
falling within the range of $235 to $455 per hour.
Norman Kinel, Esq., an attorney at Squire, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Kinel disclosed the following:
-- Squire has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- No Squire professional included in the engagement has
varied his rate based on the geographic location of the bankruptcy
case.
-- Squire has not represented the committee in the 12 months
prior to the Debtors' bankruptcy filing.
-- Squire is formulating a budget and staffing plan, which has
not yet been approved by the committee.
The firm can be reached through:
Norman N. Kinel, Esq.
Squire Patton Boggs (US), LLP
1211 Avenue of the Americas, 26th Floor
New York, NY 10036
Tel: +1 212 872 9800
Fax: +1 212 872 9815
Email: norman.kinel@squirepb.com
About Phoenix Services Topco
Phoenix Services Topco, LLC provides services to global
steel-producing companies, including the removal, handling, and
processing of molten slag at customer sites, and the preparation
and transportation of metal scraps, raw materials, and finished
products.
Phoenix Services Topco and eight affiliates, including Phoenix
Services Holdings Corp., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10906) on
Sept. 27, 2022. In the petitions signed by its chief financial
officer, Robert A. Richard, Phoenix Services Topco disclosed $500
million to $1 billion in both assets and liabilities.
Judge Mary J. Walrath oversees the cases.
The Debtors tapped Weil, Gotshal, and Manges, LLP and Richards
Layton & Finger, P.A. as legal counsels; AlixPartners, LLP as
financial advisor; PJT Partners, Inc. as investment banker; and
Stretto, Inc. as claims and noticing agent and administrative
advisor.
Barclays Bank PLC, as DIP and First Lien Group lender, is
represented by Gibson, Dunn & Crutcher LLP while Credit Suisse Loan
Funding LLC, as DIP lender, is represented by Pachulski Stang Ziehl
& Jones, LLP.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors in the Debtors' Chapter 11 cases
on Oct. 11, 2022. Squire Patton Boggs (US), LLP, Cole Schotz, P.C.
and FTI Consulting, Inc. serve as the committee's lead bankruptcy
counsel, Delaware counsel and financial advisor, respectively.
PIPELINE HEALTH: Blue Shield Says Plan Patently Unconfirmable
-------------------------------------------------------------
Creditors California Physicians Service d/b/a Blue Shield of
California and Blue Shield of California Promise Health Plan
submitted an objection to the Disclosure Statement for the Amended
Joint Chapter 11 Plan of Reorganization filed by Pipeline Health
System, LLC and the other jointly-administered Chapter 11 debtors.
Blue Shield objects on the grounds that the Plan is patently
unconfirmable as the releases contained in the Plan are overbroad.
While confirmation issues are typically reserved for the
confirmation hearing, if it appears there is a defect that makes a
plan inherently or patently unconfirmable, the Court may consider
and resolve that issue at the disclosure stage before requiring the
parties to proceed with solicitation and a contested confirmation
hearing.
Blue Shield points out that the releases called for in the Plan are
disguised nonconsensual releases. The overly broad defined terms
and releases contained in the Plan are not justified or warranted
and could lead to absurd results. Moreover, there is no specified
mechanism by which a creditor may opt out of these releases.
Blue Shield asserts that although both the Plan and Disclosure
Statement pay lip service to the opportunity to "opt out" of these
releases, neither document provides a means by which to do so.
There is simply no information provided to creditors-let alone
their "Related Parties"-informing them of exactly how they may opt
out. These releases are thus not voluntary. They are compulsory,
non-consensual releases, which should not be authorized for
solicitation because they render the Plan patently unconfirmable.
Attorneys for Blue Shield:
Michael B. Reynolds, Esq.
Andrew B. Still, Esq.
SNELL & WILMER L.L.P.
600 Anton Blvd., Suite 1400
Costa Mesa, CA 92626-7689
Telephone: (714) 427-7000
Facsimile: (714) 427-7799
E-mail: mreynolds@swlaw.com
astill@swlaw.com
About Pipeline Health System
Pipeline Health Systems, LLC is an independent, community-focused
healthcare network that offers a wide range of medical services to
the communities it serves, including maternity care, cancer
treatment, behavioral health, rehabilitation, general surgery, and
hospice care. Headquartered in El Segundo, California, Pipeline's
operations include seven safety net hospitals across California,
Texas, and Illinois, with approximately 310 physicians and over
1,150 beds to serve patients, and a company-wide workforce of over
4,200.
Pipeline Health Systems and its affiliates sought Chapter 11
protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In
the petition signed by Andrei Soran, authorized signatory, Pipeline
Health Systems disclosed $500 million to $1 billion in assets and
liabilities.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura
Consulting Group, LLC as restructuring advisor; and Jefferies, LLC,
as financial advisor and investment banker. Epiq Corporate
Restructuring, LLC, is the claims agent.
POWER STOP: S&P Lowers ICR to 'CCC+' Due to Constrained Liquidity
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Power Stop
LLC to 'CCC+' from 'B-'.
Similarly, S&P lowered its rating on the company's senior secured
first-lien debt to 'CCC+' from 'B-'; the '3' recovery rating
(50%-70%; rounded estimate: 55%) is unchanged.
The negative outlook reflects S&P's view that it could lower the
ratings again over the next 12 months if Power Stop's EBITDA and
cash flow remain weak, straining its liquidity, such that it
believes a financial restructuring or default is likely.
The downgrade and negative outlook reflect Power Stop's sharply
lower EBITDA margins and negative free cash flow, resulting in an
unsustainable capital structure and limited liquidity. The
company's results continued to weaken in the third quarter because
of the decline in unit volumes and higher freight costs. These
factors led to its EBITDA margins falling substantially to about
12% from the mid-20% area in the prior year. S&P said, "Because our
forecast now projects that the U.S. will enter a recession in 2023,
we now expect Power Stop's financial performance will weaken
further due to lower sales volumes as consumers reduce
discretionary spending and trade down to lower-cost brake
replacement parts. If demand for Power Stop's products is even
weaker than our base-case forecast, the company's margins could
further erode, putting pressure on an already unsustainable capital
structure. We expect leverage to remain over 10x and that the
company will generate negative free operating cash flow (FOCF) in
both 2022 and 2023."
S&P said, "Power Stop's liquidity position has deteriorated faster
than we had anticipated, primarily due to continued working-capital
investments, and its sources are now very limited.Given how rapidly
sales volumes have declined in 2022, Power Stop has been unable to
reverse its elevated inventory balance to generate cash in line
with our original expectation. Liquidity was only about $20 million
from cash and revolver availability at the end of third-quarter
2022 compared to $37 million at the end of March. Over time, we
expect that the company should be able to right-size its inventory
position, as purchase orders have already been substantially
reduced. However, if demand for its products weakens further,
inventories could remain elevated, especially because it takes an
extended period of time to source its products from China and
deliver them to its U.S. warehouses. Due to expected weak sales and
margins, we now expect sources of liquidity to cover uses by less
than 1.2x over the next 12 months, which we view as extremely tight
against a backdrop of a weakening macroeconomy and a slowdown in
discretionary consumer spending." In addition, Power Stop's capital
structure consists solely of floating-rate debt, and with the sharp
rise in three-month LIBOR from near zero at the start of 2022 to
more than 4.5% at the time of publishing, its interest costs will
weigh on the company's ability to sustainably generate FOCF.
Power Stop's recently announced strategy to exit online
marketplaces (Amazon and eBay) and focus exclusively on higher
margin online retailer and warehouse distributor channels will
likely reduce top-line sales in the near term. The company is also
onboarding a new CEO. These factors introduce operational
complexity in an already volatile economic environment. The company
generated $51 million of sales in the online marketplace on a
last-12-months basis. While these sales tended to be lower margin,
and the company believes it can transition the sales to other
channels, in the near term these lost sales will reduce operating
leverage and could further reduce margins.
The negative outlook reflects S&P's view that it could lower the
ratings again over the next 12 months if Power Stop's EBITDA and
cash flow remain weak, straining its liquidity, such that it
believes a financial restructuring or default is likely.
S&P could downgrade Power Stop over the next 12 months if:
-- Its liquidity position deteriorates further such that it is
unable to finance its operations over the next 12 months, which
could occur due to margins remaining at suppressed levels;
-- S&P expects an increased likelihood of the company engaging in
a distressed restructuring, which it would consider tantamount to a
default; or
-- It breached its springing financial covenant.
S&P could revise the outlook to stable if:
-- The company's liquidity position improved on a sustainable
basis and S&P believes that there is a path to consistently
generating positive FOCF;
-- Sales volumes and pricing stabilized at improved levels that
S&P expects will lead to de-leveraging; and
-- S&P does not expect that it will engage in a distressed
restructuring over the next 12 months.
ESG credit indicators: E-2, S-2, G-3
S&P said, "Environmental and social factors have an overall neutral
influence on our credit rating analysis of Power Stop. Brake kits
and related products are not perceived as facing displacement risk
from electrification trends because of Power Stop's focus on
serving aftermarket vehicle parts demand and ability to develop
kits for electric vehicles. Governance is a moderately negative
factor in our credit rating analysis of Power Stop because of the
financial sponsor ownership and underlying corporate
decision-making that prioritizes the interest of controlling
owners, in line with our view of most rated entities owned by
private equity sponsors. This also reflects financial sponsors'
generally finite holding periods and focus on maximizing
shareholder returns."
RAGSTER INVESTMENT: Case Summary & Seven Unsecured Creditors
------------------------------------------------------------
Debtor: Ragster Investment Group, Inc.
dba Border 2 Border Logistics
4249 S Burleson Blvd
Alvarado, TX 76009
Chapter 11 Petition Date: November 22, 2022
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 22-42825
Judge: Hon. Edward L. Morris
Debtor's Counsel: Joyce Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy Ragster, chief executive
officer.
A copy of the Debtor's list of seven unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/NNY5LDY/Ragster_Investment_Group_Inc__txnbke-22-42825__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/K43H57Y/Ragster_Investment_Group_Inc__txnbke-22-42825__0001.0.pdf?mcid=tGE4TAMA
REHME CUSTOM: Claims to be Paid From Disposable Income
------------------------------------------------------
Rehme Custom Doors & Lighting, Inc. d/b/a Rehme Steel Windows &
Doors submitted a First Amended Plan of Reorganization.
The Company and its 44 employees design and manufacture high-end
stainless-steel doors and windows for customers across the State of
Texas at a facility in Travis County, Texas. Faced with a siege of
costly litigation with some customers over a discontinued product
line, the Company sought relief to reorganize through the
bankruptcy process.
Reorganizing through the bankruptcy process will provide a single
forum for addressing the pre-petition litigation claims against the
Company in an efficient, more cost-effective, and fair manner. The
total amount of claims asserted by litigation claimants appears to
exceed available insurance limits. Additionally, there may be a
coverage dispute with the Debtor's insurer, which is currently
defending litigation against the Debtor under a reservation of
rights. Under applicable law, to ensure that all litigation
claimants with allowed claims receive the same treatment under the
Plan, the Company will marshal insurance coverage for the benefit
of all the litigation claimants with allowed claims (the "Insurance
Proceeds"). In addition to the Insurance Proceeds, the Company will
make three annual distributions to unsecured creditors with allowed
claims in a total amount exceeding its projected disposable income
(as that term is defined herein).
Non-insider general unsecured creditors that are not litigation
claimants will continue to be paid in the ordinary course of
business to the extent they were identified by the Court as
critical vendors. The Plan proposes that the Company pay in full a
convenience class of general unsecured creditors with de minimus
claims within 30 days after the Claims Bar Date – that amount is
estimated to be less than $2,000.
The Company will not solicit votes on the Plan because subchapter V
does not require it under these circumstances. The Plan is fair and
equitable because distributions exceeding the projected disposable
income will be paid to creditors. Further, creditors do
significantly better under the Plan than they would in a
hypothetical liquidation. The liquidation value for creditors of
the Company's assets is $0. While there is some liquidation value
to the assets, those assets are encumbered by a lien securing the
DIP Facility, which obligation is significantly higher than the
asset value.
Under the Plan, holders of Class 2 Priority Unsecured Claims will
be paid their pro rata share of Disposable Income (i) as it becomes
available to the Debtor any time after the Effective Date of the
Plan, at the discretion of the Debtor; or (ii) in three equal
installments to be paid by the Debtor no later than the 1st, 2nd,
and 3rd anniversary of the Effective Date.
Class 3 General Unsecured Claims – Convenience Class. Currently,
there are two claims that the Debtor believes will be in this
class, with claims totaling approximately $2,000. Holders of
Allowed Class 3 Claims shall be paid in full by the Debtor no later
than 30 days after the Effective Date.
Class 4 General Unsecured Claims – Litigation Claims. Currently
there are seven claims that the Debtor believes would be included
in this class, with creditors asserting a claims of at least
$7,222,344. Holders of Allowed Class 4 Claims shall be paid their
pro-rata share of:
(a) Disposable Income - (i) as it becomes available to the
Debtor any time after the Effective Date of the Plan, at the
discretion of the Debtor; or (ii) in three equal installments to be
paid by the Debtor no later than the 1st, 2nd, and 3rd anniversary
of the Effective Date.
(b) Insurance Proceeds - (i) 30 days after receipt of any
insurance proceeds marshalled by the Debtor under applicable
policies but only after all Class 4 Claims have been allowed,
disallowed, or estimated for purpose of distribution; and
(c) Net Litigation Proceeds - (i) During the Plan Period but
only after all Class 4 and Class 5 Claims have been allowed,
disallowed, or estimated for purposes of distribution.
Class 5 General Unsecured Claims (Not Included in Class 3 or Class
4). Currently there is one claim that the Debtor believes would be
included in this class, which is the claim of Mr. Rehme relating to
the Rehme Notes. As of the Petition Date, the total amount of the
Rehme Notes was $2,163,679.36. Holders of Allowed Class 5 Claims
shall be paid their pro-rata share of:
(a) Disposable Income - (i) As it becomes available to the
Debtor any time after the Effective Date of the Plan, at the
discretion of the Debtor; or (ii) in three equal installments to be
paid by the Debtor no later than the 1st, 2nd, and 3rd anniversary
of the Effective Date; and
(b) Net Litigation Proceeds – (i) During the Plan Period but
only after all Class 4 and Class 5 Claims have been allowed,
disallowed, or estimated for purposes of distribution.
Objection to Plan must be filed and served before November 29,
2022.
The confirmation hearing is set on December 6, 2022 at 12:00 p.m.
(CST).
Proposed Counsel for the Debtor:
Erin E. Jones, Esq.
Christopher Murray, Esq.
Jacqueline Q. Chiba, Esq.
JONES MURRAY LLP
602 Sawyer Street, Suite 400
Houston, TX 77007
Tel: (832) 529-1999
Fax: (832) 529-3393
E-mail: erin@jonesmurray.com
chris@jonesmurray.com
jackie@jonesmurray.com
A copy of the First Amended Plan of Reorganization dated Nov. 11,
2022, is available at https://bit.ly/3g1Gmop from
PacerMonitor.com.
About Rehme Custom Doors & Lighting
Rehme Custom Doors & Lighting, Inc. d/b/a Rehme Steel Windows &
Doors manufactures doors and windows. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case
No. 22-50059) on September 9, 2022. In the petition signed by Peter
J. Rehme, president, the Debtor disclosed $1,001,370 in total
assets and $4,944,534 in total liabilities.
Judge David R. Jones oversees the case.
Christopher Murray, Esq., at Jones Murray, LLP is the Debtor's
counsel.
RICH'S FOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rich's Food & Liquors, Inc.
4747 N. Harlem Ave.
Unit 1B
Harwood Heights, IL 60706
Business Description: The Debtor owns and operates a grocery
store.
Chapter 11 Petition Date: November 22, 2022
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 22-13563
Judge: Hon. Jacqueline P. Cox
Debtor's Counsel: David Herzog, Esq.
DAVID R HERZOG
53 W. Jackson Blvd. Suite 1442
Chicago, IL 60604
Tel: 312-977-1600
Email: drh@dherzoglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Izabela Machnicki as secretary, vice
president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/37FZSUQ/Richs_Food__Liquors_Inc__ilnbke-22-13563__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3VAZI3Y/Richs_Food__Liquors_Inc__ilnbke-22-13563__0001.0.pdf?mcid=tGE4TAMA
SABRE CORP: S&P Rates New $535MM Senior Secured Notes 'B'
---------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Sabre Corp.'s proposed $535 million senior
secured notes due 2027. The '3' recovery rating indicates its
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default.
Sabre will use the net proceeds of the proposed issuance to redeem
the remainder of its $536 million term loan B due 2024. The
transaction will modestly improve the company's debt maturity
profile but will result in higher interest costs.
S&P's 'B' issuer credit rating and negative outlook on Sabre are
unchanged, reflecting its expectation that the recovery in travel
volumes will help moderate cash burn over the next 12 months,
although downside risks from an escalation in geopolitical
conflicts or a prolonged recession causing a significant slowdown
in travel recovery remain.
ISSUE RATINGS – RECOVERY ANALYSIS
Key Analytical Factors
-- S&P's simulated default scenario considers a default in 2025,
likely due to the combination of a significant disruption in the
global travel industry and an economic recession.
-- Sabre's capital structure consists of senior secured debt and
unsecured convertible notes (not rated). Sabre GLBL Inc. is the
borrower under its senior secured credit facility and the issuer of
the secured notes and unsecured exchangeable notes. The company's
secured debt is unconditionally guaranteed by Sabre Holdings Corp.,
in addition to the borrower's other material domestic U.S.
subsidiaries.
-- The collateral for the company's secured debt consists of a
first-priority security interest in substantially all the assets of
the borrowers and guarantors.
Sabre GLBL is the borrower of the proposed senior secured notes,
which are pari passu with the senior secured term loan facility.
Simulated default assumptions
-- Simulated year of default: 2025
-- Emergence EBITDA: About $462 million
-- EBITDA multiple: 6.5x
Simplified waterfall
-- Gross enterprise value: About $3.0 billion
-- Net enterprise value (after administrative costs and priority
claims): About $2.85 billion
-- Senior secured debt: $4.6 billion
--Recovery expectations: 50%-70% (rounded estimate: 60%)
-- Unsecured convertible note claims: About $340 million
--Recovery expectations: Not applicable
All debt amounts include six months of prepetition interest.
SAN JORGE HOSPITAL: Committee Taps Cardona Jimenez as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of San Jorge
Children's Hospital, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Cardona Jimenez Law
Offices, P.S.C. as its legal counsel.
The firm will provide these services:
a. consult with the Debtor concerning the administration of its
Chapter 11 case;
b. investigate the acts, conduct, assets, liabilities, and
financial condition of the Debtor, the operation of the Debtor's
business and the desirability of the continuance of such business,
and any other matter relevant to the case or to the formulation of
a Chapter 11 plan;
c. participate in the formulation of a plan, advise those
represented by the committee of such determination as to any plan
formulated, and collect and file with the court acceptances or
rejections of a plan;
d. request the appointment of a trustee or examiner under the
Bankruptcy Code;
e. evaluate the need and recommend to the committee the
employment of other professionals, such as accountants and
appraisers for the committee; and
f. perform other necessary legal services.
Cardona Jimenez Law Offices will be paid at these rates:
Partner $300 per hour
Associates $175 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Jose Cardona Jimenez, Esq., a partner at Cardona Jimenez Law
Offices, 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:
Jose F. Cardona Jimenez, Esq.
Cardona Jimenez Law Offices, P.S.C.
PO Box 9023593
San Juan, PR 00902-3593
Tel: (787) 724-1303
Fax: (787) 724-1369
Email: jf@cardonalaw.com
About San Jorge Children's Hospital
San Jorge Children's Hospital, Inc. operates a hospital
specializing in pediatrics in San Juan, P.R.
San Jorge Children's Hospital filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case
No. 22-02630) on Sept. 1, 2022, with between $10 million and $50
million in both assets and liabilities. Edward P. Smith, chief
operating officer, signed the petition.
Judge Maria De Los Angeles Gonzalez presides over the case.
The Debtor tapped Wigberto Lugo Mender, Esq., at Lugo Mender Group,
LLC as bankruptcy counsel and GalÃndez, LLC as external
auditor.
Cardona Jimenez Law Offices, P.S.C. represents the official
committee of unsecured creditors appointed in the Debtor's case.
SNIPER SERVICES: Dec. 14 Hearing on Disclosures and Plan
--------------------------------------------------------
Sniper Services, LLC, has won conditional approval from the
Bankruptcy Court of the Disclosure Statement explaining its Plan.
The Court will convene a hearing on Dec. 14, 2022 at 1:30 p.m. to
consider confirmation of the Plan and ainal approval of the
Disclosure Statement in the Courtroom of the Honorable Edward
Morris, 501 Tenth Street, Room 204, Fort Worth, Texas.
Dec. 9, 2022, is fixed as the last day for filing and serving
written objections to confirmation of the Plan or the Disclosure
Statement.
Dec. 9, 2022, is fixed as the last day for filing and serving
written acceptances or rejections of the Plan in the form of a
ballot.
About Sniper Services
Sniper Services, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
22-41502) on July 4, 2022, disclosing up to $50,000 in assets and
up to $500,000 in liabilities. Eric A. Liepins, Esq., represents
the Debtor as counsel.
SPECIAL UNIT: Seeks to Hire RHM Law as Bankruptcy Counsel
---------------------------------------------------------
Special Unit Security Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire RHM Law, LLP
as its bankruptcy counsel.
The firm's services include:
a. advice and assistance regarding compliance with the
requirements of the United States Trustee;
b. advice regarding matters of bankruptcy law, including the
rights and remedies of the Debtor with respect to its assets and
claims of its creditors;
c. advice regarding cash collateral matters;
d. examinations of witnesses, claimants or adverse parties,
and the preparation of reports, accounts and pleadings;
e. advice concerning the requirements of the Bankruptcy Code
and applicable rules;
f. negotiation, formulation and implementation of a Chapter 11
plan of reorganization; and
g. court appearances.
RHM Law will charge these fees:
M. Jonathan Hayes, Partner $750 per hour
Matthew D. Resnik, Partner $595 per hour
Roksana D. Moradi-Brovia, Partner $500 per hour
Russell J. Stong Ill, Associate $400 per hour
David M. Kritzer, Associate $450 per hour
W. Sloan Youkstetter, Associate $400 per hour
Pardis Akhavan, Associate $350 per hour
Rosario Zubia, Paralegal $155 per hour
Priscilla Bueno, Paralegal $155 per hour
Rebeca Benitez, Paralegal $155 per hour
Max Bonilla Paralegal $135 per hour
Susie Segura, Paralegal $135 per hour
The firm received an initial retainer fee of $26,717.
Roksana Moradi-Brovia, Esq.., a partner at RHM Law, disclosed in a
court filing that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Roksana D. Moradi-Brovia, Esq.
Matthew D. Resnik, Esq.
RHM Law, LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Phone: (818) 285-0100
Fax: (818) 855-7013
Email: roksana@RHMFirm.com
matt@RHMFirm.com
About Special Unit Security
Special Unit Security Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
22-15668) on Oct. 18, 2022, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities. Judge Vincent P. Zurzolo
presides over the case.
RHM Law, LLP is the Debtor's bankruptcy counsel.
STARLIN LLC: Debtors, CPBH Entities Propose Plan After Settlement
-----------------------------------------------------------------
Starlin LLC et al., with the CPBH Entities as co-proponents, filed
a Joint Plan of Reorganization and a Disclosure Statement.
The Debtors and Clinton PB Holdings I LLC, Clinton PB Holdings II
LLC, Clinton PB Holdings III LLC (collectively, "CPBH Entities")
have filed a Plan that provides for two potential transactions:
* The first is for the Debtors to sell some or all of the
Purchased Properties in an amount sufficient to (a) pay the
Settlement Amount under the Settlement Agreement by no later than
December 22, 2022 in satisfaction of the CPBH Entities' claims
against the Debtors and (b) pay all allowed claims in full
("Purchaser Sale Transaction(s)").
* Should the Debtors be unable to sell sufficient assets
resulting in proceeds sufficient to pay the Settlement Amount by
Dec. 22, then a Plan Administrator, selected by the CPBH Entities,
will be appointed automatically on Dec. 23, 2022 as the Debtors'
authorized agent to transfer the Properties to the CPBH Entities
(or their designee(s)) in satisfaction of the CPBH Entities' claims
against the Debtors, with the CPBH Entities funding (as may be
required) allowed administrative expenses and allowed priority
claims subject to the terms of the Settlement Agreement; however,
all other junior creditors and interest holders will receive no
distribution and retain no property under the Plan ("CPBH Sale
Transaction(s)").
Under either transaction scenario, the claims held by the CPBH
Entities are impaired. Subject to the terms of the Settlement
Agreement, as a plan proponent, the CPBH Entities presumptively
will vote in favor of confirmation of the Plan. Under the
Purchaser Sale Transaction(s), all allowed claims are being paid in
full and deemed to accept the Plan so their votes would not be
solicited. Under the CPBH Sale Transaction(s), creditors junior to
the CPBH Entities would receive no distribution and are deemed to
reject the Plan so their votes would also not be solicited.
Accordingly, votes from creditors, other than the CPBH Entities,
would not be solicited because they would be deemed either to
accept the Plan under the Purchaser Sale Transaction(s) or reject
the Plan under the CPBH Sale Transaction(s).
The Mezz Debtors filed for Chapter 11 out of concern that the CPBH
Entities would pursue a UCC foreclosure sale of the Mezz Debtors'
interests in the Mortgage Debtors or exercise other remedies under
the Mezz Loan Documents. After the filing of the Mezz Debtors, the
Debtors and the CPBH Entities continued in settlement discussions
which resulted in the Settlement Agreement.
The Settlement Agreement provides for, among other things:
* a voluntary reduction of the Allowed Claim of the CPBH
Entities in an amount not less than $200 million, plus the
$4,680,000 on account of the purchase of the Argo Property, plus
interest and fees;
* in the event that the Debtors are unable to pay the CPBH
Entities the Settlement Amount by December 22, 2022, the Debtors
will transfer the Properties to the CPBH Entities (or their
designee(s)) in satisfaction of their Allowed Claim;
* the filing of the Mortgage Debtors by Sept. 13, 2022 (which
was extended to Sept. 14 by agreement of the parties);
* the approval of the Settlement Agreement by the Bankruptcy
Court;
* the exercise of the Argo Debtor’s option to purchase the
Argo Property, followed by the Argo Debtor's filing for chapter
11;
* temporarily staying all pending actions among the parties;
and
* releases between the Debtors and the CPBH Entities.
Upon execution of the Settlement Agreement, on Sept. 14, 2022, the
Mortgage Debtors and the Gans Member Debtor filed for chapter 11
and the Debtors filed the Motion to Approve the Settlement
Agreement. In furtherance of the Settlement Agreement, the Argo
Debtor closed on the purchase of the Argo Property with the CPBH
Entities funding the purchase with an additional $4,680,000 which
was added to the Senior Loan. The Argo Debtor then filed for
chapter 11 on Sept. 20, 2022 and joined in the Debtors' request to
approve the Settlement Agreement.
The Settlement Agreement was approved by order of the Court on
September 30, 2022.
Accordingly, pursuant to the Settlement Agreement, the Plan
Proponents are submitting the Plan which provides for the
implementation of the Settlement Agreement through a sale of the
Purchased Properties and payment of the Settlement Amount to the
CPBH Entities by Dec. 22, 2022, or, in the event that a sale of the
Purchased Properties cannot take place or yield sufficient proceeds
to pay the Settlement Amount, then through a sale of the Properties
to the CPBH Entities (or their designee(s)) under the Plan.
Class 4(a)-4(t) - General Unsecured Claims will be treated as
follows:
-- Under Purchaser Sale Transaction(s): Except to the extent
that a holder of an Allowed General Unsecured Claim has agreed to
less favorable treatment of such Claim, each such holder shall
receive payment in full with interest at the federal judgment rate
from the Sale Proceeds.
-- Under CPBH Sale Transaction(s): Holders of Allowed General
Unsecured Claims will receive no distribution.
Attorneys for the Debtors:
Fred B. Ringel Esq.
LEECH TISHMAN ROBINSON BROG, PLLC
875 Third Avenue
New York, NY 10022
Tel: (212) 603-6300
Attorneys for the CPBH Entities:
Adam C. Rogoff, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, NY 10036
Tel: (212) 715-9100
A copy of the Disclosure Statement dated Nov. 9, 2022, is available
at https://bit.ly/3hvTQJn from PacerMonitor.com.
About Starlin LLC
Starlin, LLC and affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10888)
on June 28, 2022. In the petition signed by Robert Gans, as
authorized signatory, Starlin listed up to $50,000 in assets and up
to $50 million in liabilities.
Affiliates of Starlin that also sought Chapter 11 protection on
June 28, 2022, are 610 West 46th Street Enterprises, Ltd., RM
Holdings Company Inc., BRC Owners, L.P., RG Mezz LLC, RG Mezz III
LLC, RG Mezz V LLC, and RG Mezz VI LLC (collectively, the "Mezz
Debtors").
On Sept. 14, 2022, additional affiliates sought Chapter 11
protection: 175 SPRING STREET LLC, 610 WEST 46TH STREET LLC,
616-620 WEST 46TH STREET LLC, 616 11TH AVENUE LLC, 609 11TH AVENUE
LLC, 613 11TH AVENUE LLC, 617 11TH AVENUE LLC, 623 11TH AVENUE LLC,
and 108 MERRICK BOULEVARD LLC (collectively, the "Mortgage
Debtors"); and 533 West 27 Street Common Member LLC ("Gans Member
Debtor").
Argo 45, LLC, sought Chapter 11 protection on Sept. 20, 2022.
Judge Martin Glenn oversees the cases.
Fred B. Ringel, Esq., at Leech Tishman Robinson Brog, PLLC and
Getzler Henrich & Associates, LLC are the Debtors' legal counsel
and financial advisor, respectively.
STOCKTON GOLF: Gets OK to Hire Felderstein as Legal Counsel
-----------------------------------------------------------
Stockton Golf and Country Club received approval from the U.S.
Bankruptcy Court for the Eastern District of California to hire
Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP to serve as
legal counsel in its Chapter 11 case.
The firm's services include:
a. assisting the Debtor with bankruptcy issues, which may
arise in the operation of its business, including negotiations with
creditors, interest groups and any official committee of unsecured
creditors;
b. assisting the Debtor with the preparation of and
confirmation of a plan of reorganization or other disposition of
the case;
c. advising the Debtor with respect to its powers and duties
to the estate;
d. advising the Debtor regarding developments in the case;
e. advising the Debtor concerning the recovery of assets of
the bankruptcy estate, including preferential payments and
fraudulent transfers;
f. advising the Debtor concerning potential actions or claims
against third parties for the benefit of the estate;
g. advising the Debtor with respect to litigation or contested
matters that may arise in the course of the case;
h. advising the Debtor concering the development and
confirmation of a Chapter 11 plan or other disposition of the case;
and
i. assisting the Debtor in other matters related to the case.
The firm will charge these hourly fees:
Thomas A. Willoughby, Partner $525 per hour
Paul J. Pascuzzi, Managing Partner $525 per hour
Jason E. Rios, Partner $450 per hour
Henry I. Bornstein, Of Counsel $325 per hour
Legal Assistant $100 to 150 per hour
Thomas Willoughby, Esq., a partner at Felderstein, disclosed in a
court filing that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas A. Willoughby, Esq.
Jennifer E. Niemann, Esq.
Felderstein Fitzgerald Willoughby & Pascuzzi, LLP
400 Capitol Mall, Suite 1750
Sacramento, CA 95814
Telephone: (916) 329-7400
Facsimile: (916) 329-7435
Email: twilloughby@ffwplaw.com
Email: jniemann@ffwplaw.com
About Stockton Golf and Country Club
Stockton Golf and Country Club sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 22-22585)
on Oct. 11, 2022, with between $1 million and $10 million in both
assets and liabilities.
Judge Christopher D. Jaime oversees the case.
Thomas A. Willoughby, Esq., at Felderstein Fitzgerald Willoughby
Pascuzzi & Rios, LLP is the Debtor's legal counsel.
SUMMIT LLC: Seeks to Hire Haberbush LLP as New Counsel
------------------------------------------------------
Summit, LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Haberbush, LLP to
substitute for Levene, Neale, Bender, Yoo & Golubchik, LLP.
The firm will render these services:
(a) advise, consult, prosecute for and defend the Debtor
concerning issues arising from the conduct of the estate, the
Debtor's rights and remedies about the estate's assets, and the
claims of creditors;
(b) appear for and represent the Debtor's interest in obtaining
court approvals for the hiring of professionals and assist the
Debtor regarding the liquidation of the estate's property;
(c) investigate and prosecute fraudulent transfer and other
actions arising under the Debtor's avoiding powers, should such
cause of action exist;
(d) assist in the preparation of such pleadings, applications
and orders as are required for the orderly administration of the
estate;
(e) advise, consult and represent the Debtor in such legal
actions as are necessary concerning the use and disposition of the
estate's property;
(f) advise, prosecute for, and defend the Debtor concerning
claims made against the estate or claims made by the estate;
(g) advise, consult, and prosecute the approval of a plan of
reorganization; and
(h) advise, consult, and assist the Debtor with the guidelines
of the U.S. Trustee, the Local Bankruptcy Rules of this court,
Title 11 of the U.S. Code, and the Federal Rules of Bankruptcy
Procedure.
The firm will be paid at these rates:
David R. Haberbush, Esq. $495 per hour
Richard A. Brownstein, Esq. $495 per hour
Louis A. Altman, Esq. $440 per hour
Vanessa M. Haberbush, Esq. $275 per hour
Lane K. Bogard, Esq. $250 per hour
Alexander H. Haberbush, Esq. $200 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $10,000 from the Debtor.
David Haberbush, Esq., a partner at Haberbush, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David R. Haberbush, Esq.
Haberbush, LLP
444 West Ocean Blvd., Ste. 1400
Long Beach, CA 90802
Telephone: (562) 435-3456
Facsimile: (562) 435-6335
Email: dhaberbush@lbinsolvency.com
About Summit LLC
Summit, LLC, a California-based company, sought bankruptcy
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Calif. Case No. 22-13853) on July 15, 2022. In the petition
filed by its managing member, Moussa Kashani, the Debtor listed
assets between $10 million and $50 million and liabilities between
$10 million-$50 million.
Judge Ernest M. Robles oversees the case.
David R. Haberbush, Esq., at Haberbush, LLP is the Debtors' legal
counsel.
TAG MOBILE: Trustee Gets OK to Hire Bodwell as Auditor
------------------------------------------------------
Robert Yaquinto, Jr., the Chapter 11 trustee for TAG Mobile, LLC,
received approval from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Bodwell Vasek Wells DeSimone, LLP as
auditor.
The firm will assist in performing the mandatory audits required by
the Federal Communications Commission and Universal Service
Administrative Company.
Bodwell will be paid at these rates:
Nick Wells $325 per hour
Shelby Palmer $225 per hour
Sam Ketchmark $125 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Nick Wells, a partner at Bodwell, 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:
Nick Wells
Bodwell Vasek Wells Desimone, LLP
9117 Preston Road, West Tower Suite 460
Dallas, TX 75225
Tel: (972) 591-3224
Email: info@bvwdllp.com
About Tag Mobile
Founded in 2010, Tag Mobile, LLC's line of business includes
providing two-way radiotelephone communication services such as
cellular telephone services.
On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern
District of Texas issued an order converting Tag Mobile's case from
Chapter 7 to Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas
Case No. 17-33791). Judge Stacey G. Jernigan oversees the case.
The Debtor hired Eric A. Liepins, P.C., as its bankruptcy counsel,
and The Gibson Law Group as its special counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on April 11, 2018. The creditors committee
tapped Nicoud Law as its legal counsel.
Robert Yaquinto Jr. was appointed as the Debtor's Chapter 11
trustee. The trustee tapped Forshey & Prostok LLP as legal counsel
and Bodwell Vasek Wells DeSimone, LLP as auditor.
TPC GROUP: Beefs Up Recovery for Unsecureds in Plan
---------------------------------------------------
Judge Craig T. Goldblatt has entered an order approving the
Supplemental Disclosure of TPC Group Inc., et al., and authorizing
the Debtors to commence the solicitation of votes on, then seek
confirmation of, the Plan.
The dates and deadlines in connection with confirmation of the Plan
are approved as follows:
* The deadline to File Plan Supplement will be on November 15,
2022.
* The deadline to Object to Any New Contracts Added to Amended
Rejection Schedule will be on 14 days following filing of the
amended Rejection Schedule.
* The deadline to object to Assumption of Executory Contracts
and Unexpired Leases, including Cure Amounts will be on November
14, 2022 at 4:00 p.m. (ET).
* The deadline to object to Confirmation Solely with Respect to
Plan Modifications will be on November 22, 2022 at 4:00 p.m. (ET).
* The voting deadline will be on November 22, 2022 at 4:00 p.m.
(ET).
* The deadline to file Voting Certification will be on November
28, 2022 at 12:00 p.m. (ET).
* The deadline to file Confirmation Brief/Replies to Objections
to Confirmation and Declarations in Support of Confirmation will be
on November 28, 2022 at 12:00 p.m. (ET) or Two Business Days prior
to any adjourned Confirmation Hearing.
* The deadline to file Proposed Confirmation Order will be on
November 28, 2022 at 12:00 p.m. (ET) or Two Business Days prior to
any adjourned Confirmation Hearing.
* The confirmation hearing will be on November 30, 2022 at 10:00
a.m. (ET).
Supplemental Disclosure
TPC Group Inc., et al. submitted a Supplemental Disclosure
regarding Modified Second Amended Joint Chapter 11 Plan.
The Plan Modifications include, among other things, improved terms
for the treatment of Class 4 General Unsecured Claims. In exchange
for this improved treatment, the other terms and benefits reflected
in the Plan, and as part of the overall compromise and settlement
of disputes and controversies in the chapter 11 cases, the outcome
for which is uncertain, the Creditors' Committee, its members and
professionals, and the Plan Settlement Plaintiffs agreed to
material changes regarding the Release and Exculpation Provisions.
These changes are essential to the overall Plan Settlement and are
reflected in the Plan.
Under the Prior Plan, Holders of Allowed Class 4 General Unsecured
Claims, including MDL Plaintiffs, would receive nothing if Class 4
voted to reject that Prior Plan. If (and only if) Class 4 voted to
accept the Prior Plan, Holders of Allowed Class 4 General Unsecured
Claims would receive their Pro Rata share of 100% of the GUC Trust
Interests, which would, in turn, entitle such Holders to their Pro
Rata share of (x) $5 million in Cash on the Effective Date plus (y)
an additional $5 million, subject to and conditioned upon the
Reorganized Debtors achieving 2024 Adjusted EBITDA in excess of
$250 million.
Under the current Plan, as modified by the Plan Modifications, each
Holder of an Allowed General Unsecured Claim will receive its Pro
Rata share of the GUC Trust Interests, which shall entitle such
Holder to receive its Pro Rata share of the GUC Trust Distributable
Assets, regardless of whether Class 4 votes to accept the Plan.
The GUC Trust Assets will include $30 million in cash to be funded
on the Effective Date of the Plan (i.e., the date on which the Plan
becomes effective in accordance with its terms). A portion of such
GUC Trust Assets, to be determined by the Creditors' Committee and
not to exceed $3 million, will be used to fund professional fees
and expenses and administrative costs of the GUC Trust, including
the fees of the GUC Trustee.
Under the current Plan, as modified by the Plan Modifications,
Holders of Allowed 10.5% Notes Deficiency Claims will waive
recovery on account of their Class 4 unsecured deficiency claims.
The waiver of distributions on account of such claims, which exceed
$600 million in the aggregate, significantly improves recoveries to
other Holders of Allowed Class 4 General Unsecured Claims.
Attorneys for the Debtors:
James R. Prince, Esq.
Kevin Chiu, Esq.
Shelby V. Saxon, Esq.
BAKER BOTTS L.L.P.
2001 Ross Avenue, Suite 900
Dallas, TX 75201-2980
Telephone: (214) 953-6500
Facsimile: (214) 953-6503
E-mail: jim.prince@bakerbotts.com
kevin.chiu@bakerbotts.com
- and -
Scott R. Bowling, Esq.
BAKER BOTTS L.L.P.
30 Rockefeller Plaza
New York, NY 10112
Telephone: (212) 408-2500
Facsimile: (212) 259-2501
Email: scott.bowling@bakerbotts.com
- and -
David R. Eastlake, Esq.
Lauren N. Randle, Esq.
BAKER BOTTS L.L.P.
910 Louisiana Street
Houston, TX 77002
Telephone: (713) 229-1234
Facsimile: (713) 229-1522
E-mail: david.eastlake@bakerbotts.com
lauren.randle@bakerbotts.com
- and -
Robert J. Dehney, Esq.
Curtis S. Miller, Esq.
Daniel B. Butz, Esq.
Matthew O. Talmo, Esq.
Brian Loughnane, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 N. Market Street, 16th Floor, P.O. Box 1347
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
E-mail: rdehney@morrisnichols.com
cmiller@morrisnichols.com
dbutz@morrisnichols.com
mtalmo@morrisnichols.com
bloughnane@morrisnichols.com
A copy of the Order dated Nov. 9, 2022, is available at
https://bit.ly/3A5OBqg from PacerMonitor.com.
A copy of the Supplemental Disclosure dated Nov. 9, 2022, is
available at https://bit.ly/3hrvGzG from PacerMonitor.com.
About TPC Group
TPC Group, headquartered in Houston, is a producer of value-added
products derived from petrochemical raw materials such as C4
hydrocarbons, and provider of critical infrastructure and logistics
services along the Gulf Coast. The Company sells its products into
a wide range of performance, specialty and intermediate markets,
including synthetic rubber, fuels, lubricant additives, plastics
and surfactants. With an operating history of more than 75 years,
TPC Group has a manufacturing facility in the industrial corridor
adjacent to the Houston Ship Channel and operates product terminals
in Port Neches, Texas and Lake Charles, Louisiana.
TPC Group Inc. and its subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 22-10493) on June 1, 2022. TPC Group
estimated assets and debt of $1 billion to $10 billion to $10
billion.
The Hon. Craig T. Goldblatt is the case judge.
Baker Botts L.L.P. is the Debtors' counsel; Morris, Nichols, Arshtn
& Tunnell LLP is the co-counsel; Moelis & Company LLC is the
investment banker; and FTI Consulting is the financial advisor.
Simpson Thacher & Bartlett LLP is the special finance counsel.
Kroll Restructuring Administration is the claims agent.
Eclipse Business Capital LLC is advised by Goldberg Kohn Ltd.
Paul Hastings LLP, and Stroock & Stroock & Lavan LLP are serving as
counsel to the Ad Hoc Noteholder Group that supports the Debtors'
restructuring. Evercore Group L.L.C., is the Group's financial
advisor. Young Conaway Stargatt & Taylor, LLP is local counsel to
the Ad Hoc Noteholder Group. The Supporting Noteholders are funds
controlled by FIG LLC and Fortress Capital Finance III(A) LLC,
Monarch Alternative Capital LP., PGIM Inc., Redwood Capital
Management LLC, and Strategic Value Partners LLC.
Pachulski Stang Ziehl & Jones LLP, Proskauer Rose LLP, and Selendy
Gay Elsberg PLLC are serving as counsel to an Ad Hoc Group of
Non-Consenting Noteholders, led by Bayside Capital, Inc., and
Cerberus Capital Management, L.P. Milbank LLP previously served as
the group's counsel but was later replaced by Pachulski and SGE.
TRINITY STONE: Taps Ronald D. Bookmyer CPA as Accountant
--------------------------------------------------------
Trinity Stone, Ltd. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Indiana to employ Ronald D. Bookmyer,
CPA, LLC as its accountant.
The Debtor requires an accountant to assist in the preparation of
its reports, financial statements and matters related to tax forms
and returns.
The firm will be paid $75 per hour for accounting services, and
$150 per hour for tax services.
Ronald Bookmyer, a partner at Ronald D. Bookmyer, CPA, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Ronald D. Bookmyer
Ronald D. Bookmyer, CPA, LLC
3486 Stellhorn Rd.
Fort Wayne, IN 46815
Tel: (260) 492-9593
About Trinity Stone Ltd.
Trinity Stone, Ltd., is a general contractor in Fort Wayne, Ind.,
that provides industry-leading products for multi-unit, student
housing, senior living and town home projects across the United
States.
Trinity Stone filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No.
22-11094) on Oct. 13, 2022, with between $500,000 and $1 million in
assets and between $1 million and $10 million in liabilities.
Douglas R. Adelsperger has been appointed as Subchapter V trustee.
Judge Robert E. Grant oversees the case.
The Debtor tapped Scot T. Skekloff, Esq., at Haller & Colvin, PC as
legal counsel and Ronald D. Bookmyer, CPA, LLC as accountant.
VILLAGE PLACE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Village Place, LLC
DBA Villages at Marion / Village Place Senior Apartments
122 N McKenna Avenue
Gretna, NE 68028
Business Description: The Villages at Marion is an independent and
assisted living facility.
Chapter 11 Petition Date: November 21, 2022
Court: United States Bankruptcy Court
District of Nebraska
Case No.: 22-80862
Judge: Hon. Brian S. Kruse
Debtor's Counsel: Patrick R. Turner, Esq.
TURNER LEGAL GROUP, LLC
139 S. 144th Street
Omaha, NE 68010
Tel: 402-690-3675
Email: pturner@turnerlegalomaha.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Amy Wilcox-Burns as chief restructuring
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/NAOTT6Y/Village_Place_LLC__nebke-22-80862__0001.0.pdf?mcid=tGE4TAMA
VILLAGE RIDGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Village Ridge, LLC
DBA Villages at Marion / Village Ridge Assisted Living
122 N McKenna Avenue
Gretna, NE 68028
Business Description: Villages at Marion is an independent and
assisted living facility.
Chapter 11 Petition Date: November 21, 2022
Court: United States Bankruptcy Court
District of Nebraska
Case No.: 22-80863
Judge: Hon. Brian S. Kruse
Debtor's Counsel: Patrick R. Turner, Esq.
TURNER LEGAL GROUP, LLC
139 S. 144th Street
Omaha, NE 68010
Tel: 402-690-3675
Email: pturner@turnerlegalomaha.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Amy Wilcox-Burns as chief restructuring
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SCPJQCY/Village_Ridge_LLC__nebke-22-80863__0001.0.pdf?mcid=tGE4TAMA
VPR BRANDS: Incurs $55K Net Loss in Third Quarter
-------------------------------------------------
VPR Brands, LP filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $54,521
on $1.23 million of revenues for the three months ended Sept. 30,
2022, compared to a net loss of $48,414 on $1.65 million of
revenues for the three months ended Sept. 30, 2021.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $128,029 on $3.21 million of revenues compared to net
income of $114,721 on $4.61 million of revenues for the nine months
ended Sept. 30, 2021.
As of Sept. 30, 2022, the Company had $1.12 million in total
assets, $3.36 million in total liabilities, and a total partners'
deficit of $2.24 million.
The Company plans to pursue equity funding to expand its brand.
Through equity funding and the current operations, including the
acquisition of the Vapor line of business, the Company expects to
meet its current capital needs. The Company gives no assurance
that additional capital will be available to it, or that, if
available, it will be on terms satisfactory to it.
VPR Brands said, "Any additional financing may involve dilution to
our shareholders. In the alternative, additional funds may be
provided from cash flow in excess of that needed to finance our
day-to-day operations, although we may never generate this excess
cash flow. If we do not raise additional capital or generate
additional funds, implementation of our plans for expansion will be
delayed. If necessary we may withdraw from certain growth
strategies to conserve cash for continued operations."
Going Concern
The Company had an accumulated deficit of $10,343,028 and negative
working capital of $1,862,609 as of Sept. 30, 2022. As of Sept.
30, 2022, the Company had approximately $3,463 in cash and cash
equivalents, which will not be sufficient to fund the operations
and strategic objectives of the Company over the next twelve months
from the date of issuance of these financial statements. According
to the Company, these factors raise substantial doubt regarding the
Company's ability to continue as a going concern.
VPR stated, "The Company will be required to obtain additional
financing and capital and expects to satisfy its cash needs
primarily from the additional issuance of equity securities or
indebtedness in order to sustain operations until it can achieve
profitability and positive cash flows, if ever. There can be no
assurances, however, that adequate additional funding will be
available on favorable terms, or at all. If such funds are not
available in the future, the Company may be required to delay,
significantly modify or terminate its operations, all of which
could have a material adverse effect on the Company."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1376231/000121390022072191/f10q0922_vprbrandslp.htm
About VPR Brands
Headquartered in Ft. Lauderdale, FL, VPR Brands, LP --
http://www.VPRBrands.com-- is company engaged in the electronic
cigarette and personal vaporizer business.
As of June 30, 2022, the Company had $1.26 million in total assets,
$3.45 million in total liabilities, and a total partners' deficit
of $2.19 million.
Los Angeles, California-based Paris Kreit & Chiu CPA's LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated April 15, 2022, citing that the
Company has an accumulated deficit of $10,214,999 and a working
capital deficit of $1,834,867 at Dec. 31, 2021. These factors,
among others, raise substantial doubt regarding the Company's
ability to continue as a going concern.
WILLIAMS LAND: Ward and Smith Represents JB&B Capital, 2 Others
---------------------------------------------------------------
In the Chapter 11 cases of Williams Land Clearing, Grading, and
Timber Logger, LLC, the law firm of Ward and Smith, P.A. submitted
a verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure, to disclose that it is representing John
Deere Construction & Forestry Company, John Deere Financial, f.s.b.
and JB&B Capital, LLC.
Deere is a corporation authorized and existing under the laws of
the State of Iowa. Deere is a creditor of the Debtor. Deere is owed
approximately $331,671.22. Ward and Smith, P.A. has been retained
to represent Deere in connection with this bankruptcy case.
JDF is a federal savings bank affiliated with Deere, authorized and
existing under the laws of the State of Wisconsin. JDF is a
creditor of the Debtor. JDF is owed approximately $1,805.77. Ward
and Smith, P.A. has been retained to represent JDF in connection
with this bankruptcy case.
JB&B is a limited liability company authorized and existing under
the laws of the State of Tennessee. JB&B is a creditor of the
Debtor. JB&B is owed approximately $158,978.88. Ward and Smith,
P.A. has been retained to represent JB&B in connection with this
bankruptcy case.
Ward and Smith, P.A. has considered and evaluated all potential
conflicts of interest in accordance with the North Carolina Rules
of Professional Conduct and has determined that the representations
are permissible and has obtained proper consents from its clients
where required.
Counsel for JB&B Capital, LLC, John Deere Financial, f.s.b. and
John Deere Construction & Forestry Company can be reached at:
Thomas C. Wolff, Esq.
Paul A. Fanning, Esq.
Lilian L. Faulconer, Esq.
Ward and Smith, P.A.
Post Office Box 33009
Raleigh, NC 27636-3009
Telephone: 919-277-9100
Facsimile: 919-277-9127
E-mail: tcw@wardandsmith.com
paf@wardandsmith.com
llfaulconer@wardandsmith.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3TYMKdZ
About Williams Land Clearing, Grading,
and Timber Logger
Williams Land Clearing, Grading and Timber Logger, LLC is an
excavating contractor in Raleigh, N.C.
Williams Land sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02094) on Sept. 16,
2022, with between $10 million and $50 million in assets and
between $1 million and $10 million in liabilities. Lamonte
Williams, manager, signed the petition.
Judge Pamela W. Mcafee oversees the case.
The Debtor tapped William P, Janvier, Esq., at Stevens Martin
Vaughn & Tadych, PLLC as bankruptcy counsel; Burns, Day & Presnell,
P.A. as special counsel; and Country Boys Auction & Realty Company,
Inc. as valuation consultant.
[*] Simpson Thacher Names New Senior Counsel and Counsel
--------------------------------------------------------
Simpson Thacher & Bartlett LLP has promoted the following attorneys
to Senior Counsel and Counsel, effective January 1, 2023.
The new Senior Counsel is:
-- Maura L. Whelan, Exempt Organizations (New York)
The new Counsel are:
-- Meredith J. Abrams, Funds / Asset Management (New York)
-- David H. Caldwell, Litigation (New York)
-- Tyler R. Cox, M&A (Houston)
-- Kristy L. Fields, Executive Compensation and Employee
Benefits (Houston)
-- Manny M. Halberstam, Funds / Asset Management (New York)
-- Elliott Im, Private Funds (Los Angeles)
-- Kyle Kreshover, M&A (Houston)
-- May Mansour, Private Funds (New York)
-- Christine M. Marshall, Banking and Credit (New York)
-- Jared Meyer, Litigation / E-Discovery Counsel (New York)
-- Leah M. Nudelman, Banking and Credit (New York)
-- Vasanth Padaki, Private Funds (London)
-- Joongwon Park, Corporate / Korea Practice (Hong Kong)
-- Anthony C. Piccirillo, Litigation (New York)
-- Kevin E. Roe, Exempt Organizations (New York)
-- Manideepa (Deepa) Sarkar, M&A / Environmental (New York)
-- Anuj Shah, Banking and Credit (Hong Kong)
-- Toby Smyth, Restructuring (London)
-- Gary Tashjian, Executive Compensation and Employee Benefits
(New York)
-- Joshua Teitler, Public Company Advisory Practice (New York)
About Simpson Thacher
Simpson Thacher & Bartlett LLP -- http://www.simpsonthacher.com
-- is one of the world’s leading international law firms. The
Firm was established in 1884 and has more than 1,000 lawyers.
Headquartered in New York with offices in Beijing, Brussels, Hong
Kong, Houston, London, Los Angeles, Palo Alto, Sao Paulo, Tokyo and
Washington, D.C., the Firm provides coordinated legal advice and
transactional capability to clients around the globe.
[*] Weil, Gotshal & Manges Elects 12 New Partners
-------------------------------------------------
International law firm Weil, Gotshal & Manges LLP on Nov. 22
disclosed that it has elected 12 new partners, effective January 1,
2023.
"Our new partners represent the best of Weil," said Weil Executive
Partner Barry Wolf. "They are a diverse, exceptionally talented
group of lawyers who practice in multiple areas across six of our
global offices. We are delighted to celebrate their achievements
and their extraordinary dedication to our clients."
The new partners span nine practice areas and are based in the
Firm's London, Miami, New York, Paris, Silicon Valley, and
Washington, D.C. offices. More than half are women.
Weil also announced its newly appointed counsel class -- which
includes 36 individuals from all of the Firm's four departments who
are based across offices in the United States, Europe and Asia.
The new partners are:
-- Patrick Brendon: Banking & Finance (London)
-- Jessie Chiang: Banking & Finance (New York)
-- Jean-Baptiste Cornic: Private Equity/M&A (Paris)
-- Mei Dan: Private Equity/M&A (Silicon Valley)
-- Kaitlin Descovich: Public Company Advisory Group (Washington,
D.C.)
-- Alfonso J. Dulcey: Tax (Miami)
-- Olivia J. Greer: Technology & IP Transactions (New York)
-- John O'Loughlin: Regulatory Transactions Group (Washington,
D.C.)
-- Emma Serginson: Banking & Finance (London)
-- Lauren Tauro: Restructuring (New York)
-- Jacquelyn E. Volpe: Private Funds (London)
-- Timothy C. Welch: Regulatory Transactions Group (Washington,
D.C.)
About Weil
Founded in 1931, Weil, Gotshal & Manges LLP has been a preeminent
provider of legal services for more than 90 years. With
approximately 1,100 lawyers in offices on three continents, Weil
has been a pioneer in establishing a geographic footprint that has
allowed the Firm to partner with clients wherever they do business.
The Firm's four departments, Corporate, Litigation, Restructuring,
and Tax, Executive Compensation & Benefits, and more than two dozen
practice groups are consistently recognized as leaders in their
respective fields.
*********
Monday's edition of the TCR delivers a list of indicative prices
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