/raid1/www/Hosts/bankrupt/TCR_Public/240207.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, February 7, 2024, Vol. 28, No. 37
Headlines
117 SPENCER: Unsecured Creditors are Unimpaired in Plan
117 SPENCER: Wins Cash Collateral Access April 18
1415 GARVEY: Case Summary & Two Unsecured Creditors
500 SUMMIT: Seeks Approval of Disclosure Statement
500 SUMMIT: Unsecureds Either Get Remaining Proceeds or $75K
5280 AURARIA: Seeks Cash Collateral Access Thru Feb 29
540 WEST: Tadmor Says Plan Disclosures Inadequate
746 EAST 4TH STREET: Files for Chapter 11 Bankruptcy
9370-3817 QUEBEC: $151.7MM Bank Debt Trades at 20% Discount
ABERDEEN ENTERPRISES: Unsecureds to Get Nothing in Bay Point's Plan
ABILITY AUTOS: Files Emergency Bid to Use Cash Collateral
AC PRODUCTS: Eaton Vance EFT Marks $2.08MM Loan at 17% Off
ACCELERATED HEALTH: $875MM Bank Debt Trades at 19% Discount
AEROCISION PARENT: To Seek Plan Confirmation on March 4
ALECTO HEALTHCARE: To Wait Chapter 11 Confirmation Until March 2024
AMYRIS INC: Reaches Deal With Givaudan, Seeks Plan Approval
AMYRIS INC: SEC Objects to Nonconsensual Third Party Release
ANASTASIA PARENT: $650MM Bank Debt Trades at 29% Discount
ARTERA SERVICES: $135MM Bank Debt Trades at 25% Discount
ARTIFICIAL INTELLIGENCE: Unit Launches 'SelectBlur' Application
ASTRA ACQUISITION: $1.30BB Bank Debt Trades at 39% Discount
ASTRA ACQUISITION: $500MM Bank Debt Trades at 58% Discount
ASTRA ACQUISITION: Eaton Vance EFT Marks $935,000 Loan at 33% Off
ASTRO ONE: $155MM Bank Debt Trades at 61% Discount
AT HOME GROUP: $600MM Bank Debt Trades at 51% Discount
AUDACY CAPITAL: $770MM Bank Debt Trades at 44% Discount
AVEANNA HEALTHCARE: $415MM Bank Debt Trades at 21% Discount
BAIN CAPITAL 2022-2: S&P Assigns B-(sf) Rating on Cl. F-R Notes
BAUSCH HEALTH: Eaton Vance EFT Marks $1.61MM Loan at 24% Off
BEACON ROOFING: Moody's Ups CFR & Senior Secured Term Loan to Ba2
BELLAH SERVICES: Brad Odell of Mullin Named Subchapter V Trustee
BIG TEDDY: Court OKs Interim Cash Collateral Access
BIOTRICITY INC: Receives Delisting Notice From Nasdaq
BRADLYNN CORP: Wins Cash Collateral Access Thru Feb 14
BRIDGE COMMUNICATIONS: Class 5 Unsecureds to Get 5% of Claims
BYJU'S ALPHA: $1.20BB Bank Debt Trades at 72% Discount
BYJU'S ALPHA: Seeks Cash Collateral Access, $260MM DIP Loan
CANDY CLUB: Unsecureds Owed $6M to Get 0.005% in Plan
CANO HEALTH: S&P Cuts ICR to 'D' on Chapter 11 Bankruptcy Filing
CAPTAIN YURI'S: Wins Cash Collateral on Final Basis
CARESTREAM DENTAL: $160MM Bank Debt Trades at 83% Discount
CARESTREAM DENTAL: $375MM Bank Debt Trades at 24% Discount
CBDMD INC: Issues $1.54M Promissory Notes to Five Investors
CCS-CMGC HOLDINGS: $500MM Bank Debt Trades at 18% Discount
CITY BREWING: $850MM Bank Debt Trades at 24% Discount
CONSOLIDATED COMMUNICATIONS: Moody's Affirms B3 Corp. Family Rating
CONVERGEONE HOLDINGS: $1.11BB Bank Debt Trades at 50% Discount
CUMULUS MEDIA NEW: $525MM Bank Debt Trades at 27% Discount
CURO GROUP: OCO Capital Has 6.3% Stake as of Dec. 31
CURRENT ENERGY: Seeks Cash Collateral Access
D&S ENTERPRISES: Class 4 General Unsecured Claims Are Unimpaired
DELCATH SYSTEMS: Soleus Capital Entities Report 0% Equity Stake
DNP EATS: Court OKs Deal on Cash Collateral Access
DOMUS BWW: 47 East Still Has Issues With Amended Plan
EAGAN AVENATTI LLP: Govt. Objects Trustee's Tax Return Info Demand
EAGLE PROPERTIES: Files Amendment to Disclosure Statement
ELECTRONICS FOR IMAGING: $875MM Bank Debt Trades at 35% Discount
ELETSON HOLDINGS: Wants to Create Chapter 11 Litigation Trust
ELEVATE TEXTILES: $250MM Bank Debt Trades at 25% Discount
EMPLOYBRIDGE HOLDING: Eaton Vance EFT Marks $2.01MM Loan at 18% Off
ENC PARENT: $450MM Bank Debt Trades at 18% Discount
ENERSYS: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive
ERCOLE USA: Linda Leali Named Subchapter V Trustee
EVERGREEN ACQCO 1: Moody's Upgrades CFR to B1, Outlook Stable
EYECARE PARTNERS: $250MM Bank Debt Trades at 46% Discount
EYECARE PARTNERS: $300MM Bank Debt Trades at 68% Discount
FANJOY CO: Unsecureds to Get Share of Disposable Income
FARWELL VENTURES: Unsecureds to Get Nothing in Plan
FOLEY PRODUCTS: Moody's Hikes CFR & Secured First Lien Debt to B1
FORGOTTEN BOARDWALK: Wins Cash Collateral Access Thru Feb 29
FREEDOM PLUMBERS: March 12 Disclosure Statement Hearing Set
FREEMANVILLE LIFEHOPE: Gen. Unsecureds Owed $75K to Get 100%
FULL HOUSE: Moody's Affirms 'Caa1' CFR, Outlook Remains Stable
FULL-CIRCLE ATHLETE: Wins Cash Collateral Access on Final Basis
FUTURE PRESENT: Wins Cash Collateral Access Thru March 31
GALLERIA 2425: Unsecureds Will Get 100% of Claims in Plan
GENESISCARE USA: $350MM Bank Debt Trades at 80% Discount
GENESYS CLOUD: S&P Affirms 'B' ICR on Proposed Debt Issuance
GEORGINA FALU: Court OKs Interim Cash Collateral Access
GILLIAM CONSTRUCTION: Jeanette McPherson Named Subchapter V Trustee
GILLIAM CONSTRUCTION: Seeks to Tap Darby Law as Bankruptcy Counsel
GNSP CORP: Court OKs Cash Collateral Access Thru Feb 9
GOL LINHAS: Court OKs $950MM DIP Loan from TMF Group
GOLDEN KEY: Committee Says Plan Violates Bankruptcy Code
GOLDEN KEY: Creditors Committee Files Amended Plan
GOTO GROUP: $2.25BB Bank Debt Trades at 53% Discount
GOTO GROUP: Eaton Vance EFT Marks $1.2MM Loan at 34% Off
GRAYSON REAL: Unsecureds Owed $16.5K to Get up to 100% of Claims
GREATER LIGHT: Bid to Use Cash Collateral Denied
GRIES & ASSOCIATES: Unsecureds to Recover 83.18% over 5 Years
GTT COMMUNICATIONS: $350MM Bank Debt Trades at 29% Discount
HAMILTON ELITE: Jennifer Schank Named Subchapter V Trustee
HARBOR CUSTOM: Preferred Shareholders Seek Appointment of Examiner
HEALTHCHANNELS INTERMEDIATE: $385MM Debt Trades at 36% Discount
HERETIC BREWING: Seeks to Tap Osborn Maledon as Bankruptcy Counsel
HIGH VALLEY: Unsecureds Owed $38,135 Unimpaired in Plan
HUBBARD RADIO: $372MM Bank Debt Trades at 22% Discount
HULL ORGANIZATION: Taps Kaplan Johnson Abate & Bird as Counsel
HYSSOP LLC: Unsecureds to get Paid After Other Claims
INNOVATIVE DENTAL: Files Emergency Bid to Use Cash Collateral
INNOVATIVE DENTAL: Seth Albin Named Subchapter V Trustee
INTERNATIONAL FOODS: Seeks Cash Collateral Access
INVIVO THERAPEUTICS: Feb. 8 Deadline Set for Panel Questionnaires
IPWE INC: Seeks Chapter 11 Bankruptcy Protection
IQ DENTAL: Unsecured Creditors to Split $1.5M over 5 Years
IYS VENTURES: Proposes Hearing on Disclosures by Feb. 21
JLK CONSTRUCTION: Unsecureds Owed $5.5M Get 5% of Claims in Plan
KNIGHT HEALTH: $450MM Bank Debt Trades at 60% Discount
KODIAK TRUCKING: Wins Cash Collateral Access Thru Feb 28
LATROBE ASSOCIATES: Court OKs Deal on Cash Collateral Access
LEON INDUSTRIES: Court OKs Cash Collateral Access
LEONA TRANSPORTATION: Seeks Extension to File Plan Until May 27
LIFESCAN GLOBAL: $275MM Bank Debt Trades at 48% Discount
LINDEN AUTO: May Use $87,044 of Cash Collateral
LOUISVILLE LUSH: Feb. 20 Plan Confirmation Hearing Set
MADERA COMMUNITY: Court OKs Cash Collateral Access Thru Feb 9
MAGENTA BUYER: $3.18BB Bank Debt Trades at 34% Discount
MAGENTA BUYER: $750MM Bank Debt Trades at 64% Discount
MAGENTA BUYER: Eaton Vance EFT Marks $1.82MM Loan at 36% Off
MAGENTA BUYER: Eaton Vance EFT Marks $625,000 Loan at 65% Off
MARC WRIGHT: Monique Almy Named Subchapter V Trustee
MARINE WHOLESALE: Wins Cash Collateral Access Thru June 30
MAVENIR SYSTEMS: $145MM Bank Debt Trades at 33% Discount
MAVENIR SYSTEMS: $585MM Bank Debt Trades at 34% Discount
MBLA LLC: Unsecureds Owed $4,674 Unimpaired in Plan
MCCOY COUNSELING: Court OKs Interim Cash Collateral Access
MEDICAL DEPOT: $370MM Bank Debt Trades at 21% Discount
MEDICAL SOLUTIONS: $270MM Bank Debt Trades at 18% Discount
MID-STATES PAINT: Stephen Coffin Named Subchapter V Trustee
MIKE JOHNSON: Mar. 20 Disclosure Statement Hearing Set
MILK ROAD: Court OKs Interim Cash Collateral Access
MLN US HOLDCO: $155.8MM Bank Debt Trades at 40% Discount
MOAB BREWERS: Seeks to Hire Osborn Maledon as Bankruptcy Counsel
MONTROSE HOUSTON: Amends Emilion & JMC Secured Claims Pay Details
MOVING & STORAGE: Court OKs Interim Cash Collateral Access
MXP OPERATING: March 12 Disclosure Statement Hearing Set
NB COMMONS: May Use Cash Collateral
NEO ACCOUNTING: Wins Cash Collateral Access Thru March 1
NESV ICE: Wins Interim Cash Collateral Access
NEW TROJAN PARENT: $605MM Bank Debt Trades at 78% Discount
NOVA CHEMICALS: Moody's Rates New $650MM Sr. Unsecured Notes 'Ba3'
NOVA CHEMICALS: S&P Rates $650MM Senior Unsecured Notes 'B+'
NOVAN INC: Court Approves Disclosure Statement
OAKMONT BARBEQUE: Seeks to Hire Calaiaro Valencik as Legal Counsel
OCEAN POWER: Board OKs New Form of Stock Unit Award Agreement
OPTIMUS BUILDING: Gets OK to Hire McDonald CPA as Accountant
ORCHID MERGER: $400MM Bank Debt Trades at 34% Discount
OSAIC HOLDINGS: Moody's Confirms 'B2' CFR, Outlook Stable
PACKERS HOLDINGS: $1.24BB Bank Debt Trades at 33% Discount
PALASOTA CONTRACTING: Claims be Paid From Net Operating Revenue
PARTS ID: Google Says Disclosure Inadequate
PCS & ESTIMATE: Taps Allen Stovall Neuman & Ashton as Counsel
PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 26% Discount
PILL CLUB: March 13 Hearing on Disclosure Statement and Plan
POLAR US BORROWER: $1.48BB Bank Debt Trades at 30% Discount
PONCE BAKERY: Banco Popular Says Disclosure Inadequate
POST HOLDINGS: Moody's Rates New $1BB Revolver Loans 'Ba1'
POST HOLDINGS: S&P Rates New $875MM Senior Secured Notes 'BB'
PRESTIGE HOME: Seeks to Hire The Tennie Group as Accountant
PRETIUM PKG: $350MM Bank Debt Trades at 54% Discount
QUEST SOFTWARE: $765MM Bank Debt Trades at 49% Discount
QUEST SOFTWARE: Eaton Vance EFT Marks $1.77MM Loan at 26% Off
R&W CLARK CONSTRUCTION: Court OKs Cash Access Thru Feb 29
RADIATE HOLDCO: $3.42BB Bank Debt Trades at 19% Discount
RADIO FREE: Seeks to Hire Morrison Tenenbaum as Legal Counsel
RECESS HOLDINGS: S&P Affirms 'B' ICR, Outlook Stable
REDSTONE HOLDCO 2: $1.11BB Bank Debt Trades at 17% Discount
REDSTONE HOLDCO 2: Eaton Vance EFT Marks $1.5MM Loan at 23% Off
REDSTONE HOLDCO: $450MM Bank Debt Trades at 41% Discount
RESEARCH NOW: $250MM Bank Debt Trades at 72% Discount
RESEARCH NOW: $975MM Bank Debt Trades at 35% Discount
RESTORATION FOREST: Feb. 8 Deadline Set for Panel Questionnaires
RESTORATION FOREST: Unsecureds to Get 0% in Prepackaged Plan
RESTORATION HOUSE: Seeks to Tap Jeremy Parker as Real Estate Agent
RODAN & FIELDS: $413MM Bank Debt Trades at 79% Discount
RSC ACQUISITION: $700MM Bank Debt Trades at 17% Discount
RV SALES: Carol Fox of GlassRatner Named Subchapter V Trustee
RYMAN HOSPITALITY: S&P Upgrades ICR to 'B+' on Sustained Growth
SAL ATX: Unsecureds Will Get Paid 90 Days After Effective Date
SALISH COAST: Gets OK to Hire Cairncross & Hempelmann as Counsel
SANDVINE CORP: $110MM Bank Debt Trades at 38% Discount
SANDVINE CORP: $400MM Bank Debt Trades at 17% Discount
SBG BURGER: Committee Seeks to Tap Bast Amron as Legal Counsel
SECURED COMMUNICATIONS: Court OKs Cash Access, `$750,000 DIP Loan
SERVICE LOGIC: Moody's Rates New $135MM First Lien Revolver 'B2'
SHACKLETON CLO 2017-XI: Moody's Ups Class D Notes Rating From Ba1
SHILO INN BEND: Court OKs Cash Collateral Access Thru April 30
SHILO INN IDAHO FALLS: Court OKs Cash Access Thru April 30
SHO HOLDING I: $233MM Bank Debt Trades at 29% Discount
SHUTTERFLY FINANCE: $968MM Bank Debt Trades at 25% Discount
SM WELLNESS: $100MM Bank Debt Trades at 17% Discount
SOUTH VALLEY CEMENT: $16.5MM Bank Debt Trades at 16% Discount
SPANISH BROADCASTING: Moody's Withdraws 'Caa3' Corp. Family Rating
SPEEDWAY AUTO: Taps Larry S. Hyman CPA & Assoc. as Expert Witness
SREE AKSHAR: Four Points by Sheraton Hits Chapter 11 Bankruptcy
STG LOGISTICS: $750MM Bank Debt Trades at 36% Discount
STONERIDGE PARKWAY: Ordered to Submit Plan Until March 11
SUPOR PROPERTIES: Feb. 6 Combined Hearing on DS and Plan Set
TEAM HEALTH C: $1.59BB Bank Debt Trades at 16% Discount
TELESAT LLC: $1.91BB Bank Debt Trades at 39% Discount
THIRTEEN FIFTY: Court OKs Cash Collateral Access Thru Feb 28
TITAN CONCRETE: Taps Joseph Marra as Special Litigation Counsel
TMC MANAGEMENT: Seeks to Hire Víctor Torres Burgos as Accountant
TOPSECRET RESORT: Gets OK to Tap Fluent and Ricciardi as Accountant
TORRID LLC: $350MM Bank Debt Trades at 16% Discount
UBO-TECHNOLOGIES: Conditional Approval of Disclosure is Premature
UBO-TECHNOLOGIES: Feb. 29 Confirmation and Disclosures Hearing Set
UNIQUE FITNESS: Robert Handler Named Subchapter V Trustee
US FOODS: Moody's Affirms 'Ba3' CFR & Alters Outlook to Positive
US RENAL: $1.25BB Bank Debt Trades at 19% Discount
V.B.H.R.E.S.B. TOGETHER: Kimberly Strong Named Subchapter V Trustee
VALUE PRICE AUTO: Court OKs Cash Collateral Access Thru Feb 28
VAUGHN ENVIRONMENTAL: Unsecureds to Get $10K in Plan
VECTOR GROUP: Moody's Raises CFR to B1 & Alters Outlook to Stable
VERITAS US: Eaton Vance EFT Marks $2.12MM Loan at 21% Off
VERITAS US: Eaton Vance EFT Marks EUR362,000 Loan at 17% Off
VERITAS US: EUR748.6MM Bank Debt Trades at 17% Discount
VIVAKOR INC: Receives $1 Million Loan
VMR CONTRACTORS: Wins Cash Collateral Access Thru Feb 29
WELCH & WELCH: CNH Says Plan Underestimates Its Claims
WESTERN DENTAL: $490MM Bank Debt Trades at 47% Discount
WESTERN DENTAL: $50MM Bank Debt Trades at 48% Discount
WOMEN'S CARE: $120MM Bank Debt Trades at 22% Discount
WW INTERNATIONAL: $945MM Bank Debt Trades at 43% Discount
XPLORNET COMMUNICATIONS: $200MM Bank Debt Trades at 77% Discount
XPLORNET COMMUNICATIONS: $995MM Bank Debt Trades at 52% Discount
*********
117 SPENCER: Unsecured Creditors are Unimpaired in Plan
-------------------------------------------------------
117 Spencer, LLC AND 136 Spencer, LLC submitted an Amended
Disclosure Statement with respect to Amended Joint Plan of
Reorganization.
The Debtors were both organized to own and operate real estate. 117
Spencer owns and operates the real estate located at 117 Main
Street, Spencer, Massachusetts (the "117 Property") and 136 Spencer
owns and operates the real estate located at 136 Main Street,
Spencer, Massachusetts (the "136 Property"). Both Debtors have
always been in the business of owning their respective real estate
and have not had any other material business operations.
Each Debtor is a Massachusetts limited liability company. Lisa
Venuto and Peter Venuto, who are married, each own fifty percent
(50%) of 117 Spencer's membership interests. Peter Venuto owns 100%
of 136 Spencer's membership interests. Peter Venuto is the manager
of both Debtors.
* 117 Spencer. 117 Spencer previously owned a mixed use building
with 2 retail units and sixteen (16) residential apartment units.
One (1) of the retail units and 15 of the residential units are
rented, each pursuant to a lease with the Debtor. The 117 Property
is worth approximately $4,000,000.
* 136 Spencer. 136 Spencer owns an apartment building. The
building is not currently rented, does not have a certificate of
occupancy and is in a state of disrepair. The 136 Property will
require a significant investment of money in order to make it
habitable. The 136 Property's value is speculative given its
condition.
Under the Plan, Class 6 General Unsecured Claims Against the
Debtors total $0 to $10,000 and will be paid in full. Each holder
of an Allowed General Unsecured Claim will receive, on the later to
occur of the Effective Date or the date such Claim is Allowed,
payment in full of such Allowed Claim, with interest from the
Petition Date to the Effective Date at the Federal Judgment Rate:
(a) in cash, or (b) in three equal quarterly payments, with
additional interest, calculated at the Federal Judgment Rate, until
such time as the Allowed Claim has been paid in full. The Debtors
will elect which treatment the holder of an Allowed General
Unsecured Claim will receive. Class 6 is unimpaired.
The Plan will be funded by the Plan Contribution and from the
Debtors' continued operations. Upon the Effective Date, the Debtors
are authorized to take all action permitted by their Organization
Documents (as applicable) and by the law, including, without
limitation, to use their Cash and other Assets for all purposes
provided for in the Plan and in their operations, to borrow funds,
to obtain new financing secured by their Assets (provided such
financing is not secured by a Lien senior to the Liens retained by
certain creditors under the Plan), and to grant liens on their
unencumbered Assets. Ms. Venuto shall provide the Plan
Contribution. Following the Effective Date, Ms. Venuto will be the
manager of each of the Reorganized Debtors. For the first (1st)
year following the Effective Date, Ms. Venuto will receive the
reimbursement of her out of pocket expenses in acting as the
manager, but will not receive any other compensation for such
services. After that time, Ms. Venuto's compensation will be
determined by the Reorganized Debtors, provided that any such
compensation does not impair the Reorganized Debtors' ability to
make the payments required under the Plan.
Upon the entry of the Confirmation Order, the Reorganized Debtors
are authorized, pursuant to section 1123(a)(5) of the Bankruptcy
Code and without further court order, to sell any or all of their
Assets; provided that any such sale of real property must be for an
amount of not less than the aggregate Allowed Secured Claims with
Liens against such real property, or such other price as may be
agreed to by the holders Liens on such property. In the event such
real property is subject to a Lien that secures a Claim that has
not been Allowed: (i) the asserted face value of such Claim shall
be used to calculate the minimum amount of such sale, and (ii) cash
equal to the asserted face value of such claim shall be reserved
pending the Allowance, or disallowance of such Claim. All sales of
Assets shall (y) constitute legal, valid and effective transfers of
property of the Reorganized Debtors to the buyer, and (z) vest in
the buyer all of the Reorganized Debtors' right, title and interest
in the Asset transferred free and clear of all Liens, Claims,
encumbrances and interests of any entity. Following any such sale,
all liens, claims, encumbrances and interests shall attach to the
Net Proceeds to the extent provided in the Plan.
Upon the entry of the Confirmation Order, the Reorganized Debtors
are authorized, pursuant to section 1123 of the Bankruptcy Code and
without further court order, to refinance any or all of their
Assets; provided that, with respect to any financing that results
in the granting of a Lien on real property owned by a Debtor, such
refinancing must be for an amount of not less than the aggregate
Allowed Secured Claims with Liens against such real property, or
such other price as may be agreed to by the holders Liens on such
property. In the event such real property is subject to a Lien that
secures a Claim that has not been Allowed: (i) the asserted face
value of such Claim shall be used to calculate the minimum amount
of such financing, and (ii) cash equal to the asserted face value
of such claim shall be reserved pending the Allowance, or
disallowance of such Claim.
Counsel for Debtors:
D. Ethan Jeffery, Esq.
Leah A. O'Farrell, Esq.
MURPHY& KING, P.C.
28 State Street, Suite 3101
Boston, MA 02109
Tel: (617) 423-0400
E-mail: ejeffery@murphyking.com
lofarrell@murphyking.com
A copy of the Disclosure Statement dated Jan. 26, 2024, is
available at https://tinyurl.ph/YSgQB from PacerMonitor.com.
About 117 Spencer and 136 Spencer
117 Spencer, LLC, is a Massachusetts limited liability company that
was formed in 2019 to own and operate the real estate located at
117 Main Street, Spencer, Massachusetts. Lisa Venuto and Peter
Venuto, who are married, collectively own 100% of the Debtor's
membership interests. Peter Venuto is the manager of the Debtor.
117 Spencer, LLC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-40590) on July 21,
2023. In the petition signed by Peter Venuto (by Lisa Venuto under
power of attorney), the Debtor disclosed up to $10 million in both
assets and liabilities.
136 Spencer LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mass. Case No. 23-40684) on Aug. 23,
2023, listing $500,001 to $1 million in both assets and
liabilities.
Judge Elizabeth D. Katz oversees the cases.
D. Ethan Jeffery, Esq., at Murphy & King, Professional Corporation,
serves as the Debtors' legal counsel.
117 SPENCER: Wins Cash Collateral Access April 18
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized 117 Spencer, LLC to use continue using cash collateral
on an interim basis in accordance with the budget, through April
18, 2024.
Country Bank and Resource Capital assert an interest in the
Debtor's cash collateral.
As adequate protection, Country Bank and Resource Capital, are
granted replacement liens on the same types of post-petition
property of the Debtor's estates against which the Secured
Creditors held liens as of the Petition Date. The Replacement Liens
will maintain the same priority, validity and enforceability as the
Secured Creditors' respective pre-petition liens. The Replacement
Liens will be recognized only to the extent of the post-petition
diminution in value of the Secured Creditors' pre-petition
collateral resulting from the Debtor's use of the cash collateral.
Commencing on February 20, 2024, and continuing thereafter on the
20th day of each successive month, the Debtor is directed to
provide the following reporting to each Secured Creditor: (a) a
budget to actual report with respect to the Budget, and (b) a copy
of the Debtor's monthly operating report filed with the Court.
On or before April 11, the Debtor will file with the Court a budget
to actual report for the Budget Period and a further Budget for the
Debtor's operations for the period between April 1 to June 30.
A continued hearing on the matter is set for April 18 at 10:30
a.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=FURkSF from PacerMonitor.com.
About 117 Spencer, LLC
117 Spencer, LLC is a Massachusetts limited liability company that
was formed in 2019 to own and operate the real estate located at
117 Main Street, Spencer, Massachusetts. The Debtor has always been
in the business of operating the Property, and has not had any
other material business operations. Lisa Venuto and Peter Venuto,
who are married, collectively own 100% of the Debtor's membership
interests. Peter Venuto is the manager of the Debtor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-40590) on July 21,
2023. In the petition signed by Peter Venuto (by Lisa Venuto under
power of attorney), the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Elizabeth D. Katz oversees the case.
D. Ethan Jeffery, Esq., at Murphy & King, Professional Corporation,
represents the Debtor as legal counsel.
1415 GARVEY: Case Summary & Two Unsecured Creditors
---------------------------------------------------
Debtor: 1415 Garvey LLC
5900 Wilshire Blvd. Ste. 2125
Los Angeles, CA 90036
Business Description: 1415 Garvey is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101
(51B)). The Debtor is the fee simple owner
of a real property located at 1415 Garvey,
West Covina, CA valued at $4 million.
Chapter 11 Petition Date: February 5, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-10870
Debtor's Counsel: Robert M. Yaspan, Esq.
LAW OFFICES OF ROBERT M. YASPAN
21700 Oxnard Street, Suite 1750
Woodland Hills, CA 91367
Tel: 818-905-7711
Fax: 818-501-7711
Email: ryaspan@yaspanlaw.com
Total Assets: $4,000,000
Total Liabilities: $12,624,735
The petition was signed by Ilan Kenig, autorized signer for
Managing Member FMB Consulting LLC.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/W3EFRUY/1415_Garvey_LLC__cacbke-24-10870__0001.0.pdf?mcid=tGE4TAMA
500 SUMMIT: Seeks Approval of Disclosure Statement
--------------------------------------------------
500 Summit Avenue Mazal LLC files this motion seeking the entry of
an order (i) approving the Disclosure Statement for the Plan of
Reorganization of 500 Summit Avenue Mazal LLC, fixing time for the
filing of acceptances or rejections of the Plan of Reorganization
of 500 Summit Avenue Mazal LLC, fixing time for confirmation
hearing; (ii) approving bid and sale procedures for sale of the
Debtor's real property; and (iii) granting related relief. In
support thereof, the Debtor respectfully represents:
On November 16, 2023, the Debtor filed a voluntary petition for
relief under Chapter 11 of Title 11 of the United States Code in
this Court.
The Debtor is the owner of the real property and improvements
located at 4, 8 and 10 West Street, Jersey City, NJ 07306 (Block:
9604, Lot(s): 11, 12 and 13); 11 West Street, Jersey City, NJ 07306
(Block: 9605, Lot: 2.01); 9 West Street, Jersey City, NJ 07306
(Block: 9605, Lot: 3); 506 Summit Avenue, Jersey City, NJ 07306
(Block: 9605, Lot: 4); and 225 Baldwin Avenue, Jersey City, NJ
07306 (Block: 10803, Lot: 27.01) (collectively, "Property").
As part of the formulation of the Debtor's Plan, the Debtor
negotiated a $32,500,000 claim amount on the Debtor's mortgage
claim held by 500 Summit Avenue LLC ("Mortgage Lender"). This
reduced amount is predicated on the Debtor procuring sufficient
funds, either through a refinancing or joint venture under a plan
confirmed by May 14, 2024 (180 days from the Petition Date). If the
Debtor is unable to procure sufficient funds, then an auction will
be held as soon as practicable after May 14. Accordingly, by this
motion, the Debtor seeks the entry of an order approving the
Disclosure Statement, fixing time for the filing of acceptances or
rejections of the Plan and scheduling a hearing to confirm the Plan
("Confirmation Hearing"). The Plan and Disclosure Statement have
been filed contemporaneously with this Motion. Copies of the Plan
and Disclosure Statement are available from the Court's Electronic
Case Filing System ("ECF"), which may be accessed at the Court's
Internet website at www.nysb.uscourts.gov.
Because the Plan requires an auction to be held in the event it
is necessary to sell the Property, the Debtor also requests
approval of the Bid Procedures which are annexed to the Plan as
Exhibit "1" and are also annexed to this motion as Exhibit "A".
The Debtor respectfully requests that the Court schedule the
date, time and place for the Auction of the Property in the event
that the Debtor receives Qualified Bids as defined in the Bid
Procedures.
Pursuant to Bankruptcy Rule 2002(a) and (c), the Debtor is
required to notify its creditors of the proposed sale of the
Property, including a disclosure of the time and place of the
Auction, the terms and conditions of the sale and deadline for
filing any objections. The Debtor submits that the Notice of the
Hearing on the Disclosure Statement which includes notice that the
bid procedures will be considered for approval at that hearing
complies with Bankruptcy Rule 2002(c). In addition, notice of the
Auction time, place and date are set forth in the Procedures which
are attached to the Plan and will accordingly be provided to all
parties in interest. Moreover, additional notice will be provided
to interested parties through the marketing efforts of Hilco Real
Estate, the Debtor's proposed broker. Accordingly, the Debtor
believes that the requirements of Bankruptcy Rule 2002 have been
complied with.
The Debtor submits that the Disclosure Statement contains
adequate information necessary to enable all parties in interest to
make an informed judgment with respect to the Plan as required by
section 1125 of the Bankruptcy Code, including, but not limited to,
a discussion of:
(a) The circumstances that gave rise to the filing of the
Chapter 11 Case;
(b) Significant events during the course of the Chapter 11
Case;
(c) The condition and performance of the Debtor during the
Chapter 11
Case;
(d) Information regarding Claims against the Debtor;
(e) Information regarding Claims and Interests to be
addressed under the
Plan;
(f) A summary of the Plan; and
(g) Tax consequences of the Plan.
Accordingly, the Debtor submits that the Disclosure Statement
satisfies the requirements of section 1125 of the Bankruptcy Code
and respectfully requests that the Court approve the Disclosure
Statement and fix dates and establish deadlines for acceptances and
rejections of the Plan and schedule the Confirmation Hearing.
Attorneys for the Debtor and Debtor in
Possession:
Fred B. Ringel, Esq.
LEECH TISHMAN ROBINSON BROG, PLLC
875 Third Ave.
New York, NY 10022
About 500 Summit Avenue Mazal
500 Summit Avenue Mazal is engaged in activities related to real
estate.
500 Summit Avenue Mazal LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. 23-11831) on Nov.
16, 2023, listing $10 million to $50 million in both assets and
liabilities. The petition was signed by Nir Amsel as authorized
signatory.
Judge Lisa G. Beckerman presides over the case.
Fred B. Ringel, Esq. at LEECH TISHMAN ROBINSON BROG, PLLC,
represents the Debtor as counsel.
500 SUMMIT: Unsecureds Either Get Remaining Proceeds or $75K
------------------------------------------------------------
500 Summit Avenue Mazal LLC submitted a Disclosure Statement for
Plan of Reorganization.
The Plan provides for either the (a) Refinancing Transaction where
the Plan will be implemented through the refinancing of the
Debtor's obligations and the resulting Refinancing Proceeds will
fund payments under the Plan, (b) Joint Venture Transaction where
the Plan will be implemented through the transfer of the Property
to the Joint Venturer and the resulting Joint Venture Proceeds will
fund payments under the Plan, or (c) if the Debtor does is unable
to refinance its debts or enter into Joint Venture Agreement, then
an Auction will be held pursuant to the Bid Procedures and the
resulting Sale Proceeds will fund payments under the Plan.
The Debtor is the owner of the real property and improvements
located at 4, 8 and 10 West Street, Jersey City, NJ 07306 (Block:
9604, Lot(s): 11, 12 and 13); 11 West Street, Jersey City, NJ 07306
(Block: 9605, Lot: 2.01); 9 West Street, Jersey City, NJ 07306
(Block: 9605, Lot: 3); 506 Summit Avenue, Jersey City, NJ 07306
(Block: 9605, Lot: 4); and 225 Baldwin Avenue, Jersey City, NJ
07306 (Block: 10803, Lot: 27.01) (collectively, "Property"). The
Property is located at 500 Summit Avenue in the Journal Square
neighborhood of Jersey City, New Jersey. The Debtor intends on
developing the Property into a mixed-use property consisting of 903
rental apartments and 12,000 square feet of commercial space.
In accordance with the Bid Procedures, when approved by the Court,
the Mortgage Lender (or its assignee, nominee, or designee),
although under no obligation to do so, has the right to credit bid
up the full amount of its Allowed Claim in connection with the sale
of the Property as of the date of the Auction. Should the Mortgage
Lender (or its assignee, nominee or designee) be the Successful
Bidder at the Auction, there would be no recovery to classes of
Claims and Interests junior to the Mortgage Lender except for the
General Unsecured Claims which shall receive a distribution of
$75,000 to be paid by the Mortgage Lender.
In contrast with the recoveries for creditors outlined in section
IV.D.1, if the Plan is funded by either the Restructuring
Transaction, Joint Venture Transaction or Sale Transaction
(Property sold at the Auction for Cash without any of the creditors
holding Secured Claims credit bidding), the impact on creditor
recoveries would depend on whether the amount of the cash
Restructuring Proceeds, Joint Venture Proceeds or Sale Proceeds are
sufficient to pay all Secured Claims in full or not. Claims are
paid in order of absolute priority so that senior Claims must be
paid in full before junior Claims can receive any recovery.
Under the Plan, Class 4 General Unsecured Claims total $26,000,000.
Each holder of an Allowed General Unsecured Claim will receive on
the Effective Date, if the Refinancing Proceeds, Joint Venture
Proceeds, or Sale Proceeds exceed the aggregate amount of all
senior Claims, its Pro Rata share of the remaining Joint Venture
Proceeds or Sale Proceeds, if any, after (i) payment in full of all
senior Claims including the Allowed Administrative Claims
(including Professional Fees), Allowed Administrative Tax Claims,
Allowed Priority Claims, and Allowed Claims in Classes 1 through 3.
If the Mortgage Lender (or its assignee, nominee or designee) is
the Purchaser based on a credit bid, the Mortgage Lender will
provide a distribution of $75,000 to holders of Claims in Class 4,
which will be shared by holders of General Unsecured Claim on a pro
rata basis. Class 4 is impaired.
The Mortgage Lender has agreed to accept a gross amount of
$32,500,000 on account of its Mortgage Claim so long as such
payment is made by May 14, 2024. If the Debtor is able to refinance
its obligations and fund the Refinancing Proceeds or procure a
Joint Venturer who can fund the Joint Venture Proceeds, then the
Plan will be funded by either the Refinancing Proceeds or Joint
Venture Proceeds and such proceeds will be made available for
distribution to Creditors under the Plan.
If the Debtor is unable to obtain refinancing or find a Joint
Venturer with sufficient net proceeds as required under the Plan,
prior to the Effective Date, but no later than May 14, 2024, the
Property will be sold at Auction to be held as soon as practicable
after the Effective Date. In the event the Purchaser utilizes a
credit bid, that bid may be assigned to any of Purchaser's nominee
assign or designee. In the event of a credit bid for the Property,
the party making the credit bid will fund Claims senior to those of
the entity making the credit bid which will be satisfied by a Cash
payment under the terms of this Plan. If there is no credit bid for
the Property, the Property will be purchased only by a Cash bid at
the Auction under the Bid Procedures approved by the Court. The
Cash remaining after payment of the expenses of the Sale
Transaction shall be made available for distribution to Creditors
under the Plan. Notwithstanding the foregoing, Mortgage Lender (or
its assignee, designee or nominee), although under no obligation to
do so, is entitled to credit bid up to and including the total
amount of its Allowed Claim as of the Auction for the Property
pursuant to 11 U.S.C. § 363(k). In the event Mortgage Lender is
the successful bidder at the Auction, Mortgage Lender may assign
its bid to its nominee assign or designee. Any Broker's fees, costs
and/or commissions from either a Refinancing Transaction, Joint
Venture Transaction, or Sale Transaction shall be paid from
available proceeds. However, if the Mortgage Lender (or its
assignee, nominee or designee) is the Purchaser, the Broker shall
receive from Mortgage Lender the fixed amount of $70,000 and up to
$20,000 for fees, expenses, and/or commissions from the Sale
Transaction.
The Confirmation Order shall authorize and approve either the
Refinancing Transaction, Joint Venture Transaction, or Sale
Transaction under sections 365, 1123, 1129(b) and 1146(a) of the
Bankruptcy Code.
Attorneys for the Debtor:
Fred B. Ringel, Esq.
Clement Yee, Esq.
LEECH TISHMAN ROBINSON BROG, PLLC
875 Third Ave.
New York, NY 10022
Tel: (212) 603-6300
A copy of the Disclosure Statement for Plan of Reorganization dated
Jan. 26, 2024, is available at https://tinyurl.ph/nFwiC from
PacerMonitor.com.
About 500 Summit Avenue Mazal LLC
500 Summit Avenue Mazal is engaged in activities related to real
estate.
500 Summit Avenue Mazal LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. 23-11831) on Nov.
16, 2023, listing $10 million to $50 million in both assets and
liabilities. The petition was signed by Nir Amsel as authorized
signatory.
Judge Lisa G. Beckerman presides over the case.
Fred B. Ringel, Esq. at LEECH TISHMAN ROBINSON BROG, PLLC
represents the Debtor as counsel.
5280 AURARIA: Seeks Cash Collateral Access Thru Feb 29
------------------------------------------------------
5280 Auraria, LLC asks the U.S. Bankruptcy Court for the District
of Colorado for authority to use cash collateral in accordance with
the budget, with a 15% variance, for the month of February 2024.
The Debtor owns and manages the property known as Auraria Student
Lofts located at 1051 14th Street and 1405 Curtis Street, Denver,
Colorado.
DB Auraria LLC asserts a senior security interest in the Debtor's
assets pursuant to a Deed of Trust, Assignment of Leases and Rents,
Assignment of Management Agreement, Lockbox Deposit Account Control
Agreement. The Debtor has objected to DB Auraria's claim, in which
DB Auraria claimed an amount of $51.112 million with $48.5 million
of that amount being secured.
Auraria Stub LLC also asserts a security interest in the Property
that is junior to DB Auraria's interest. Auraria Stub asserts it
secured its junior loan in the original principal amount of $5.5
million by a second priority deed of trust on the Property and by a
pledge of 25% of the equity interests in the Debtor, held by Nelson
Partners, LLC.
The Debtor will continue to provide the Lenders with a complete
accounting, on a monthly basis, of all revenue, expenditures, and
collections through the filing of the Debtor's Monthly Operating
Reports.
A copy of the motion is available at https://urlcurt.com/u?l=N1uIHR
from PacerMonitor.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 Patrick Nelson, as managing member,
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.
540 WEST: Tadmor Says Plan Disclosures Inadequate
-------------------------------------------------
Yarden Tadmor, individually and as trustee for the heirs of Eran
Tadmor, filed an objection to the 540 West 21ST Street Holdings
LLC's motion for order approving adequacy of disclosures in Third
Amended Combined Disclosure Statement and Plan on interim basis and
granting related relief.
The Debtor, through its principals—Uri Chaitchik and Noam Teltch
-- established a complicated matrix of special purpose entities to
raise funds for the development of the Property ("the Project"),
all of which special purpose entities were ultimately controlled by
the Debtor through Mr. Chaitchik and Mr. Teltch. The Debtor now
seeks to disburse substantially all of Debtor's assets --
approximately 90% of the proceeds from the sale of the Property --
to an insider, Ray New York, LLC ("Ray New York") and to a related
party, the Debtor's minority member DZ 21st Street, LLC. While
insiders and related parties reap benefits under the Plan including
cash payments and releases of claims, the Plan fails to provide
full payment to the Debtor's general unsecured creditors (including
Mr. Tadmor) and provides no recovery to lenders to and investors in
the Project via Debtor's affiliates, even though the Debtor
ultimately controlled such affiliates through its principals.
Mr. Tadmor adds that the Debtor's Combined Disclosure Statement and
Plan fails to disclose the substantial connections and transactions
among the Debtor, its insiders, and its affiliates and the benefits
obtained by such parties in connection with the Plan. For example,
the Debtor continues to deny that the Debtor's transactions with
Ray New York are insider transactions despite ample evidence that
Mr. Chaitchik is a person in control of the Debtor, as well as Mr.
Chaitchik being the son-inlaw of the manager and owner/member of
Ray New York. The Debtor continues to fail to disclose that Mr.
Chaitchik and Mr. Teltch guaranteed the Ray New York loan. The
Debtor also fails to disclose its attorneys' substantial
connections with Mr. Chaitchik and Mr. Teltch, including such
attorneys' representation of Mr. Chaitchik and Mr. Teltch in
connection with the undisclosed guaranty of the Ray New York Loan
and such attorneys' continued post-petition consultations with Mr.
Chaitchik and Mr. Teltch regarding the Ray New York DIP financing,
the plan, and other important Chapter 11 Case issues.
According to Mr. Tadmor, additionally, the Debtor's Combined
Disclosure Statement and Plan fails to disclose critical
information related to the marketing and sale of the Property (the
sole asset available to pay creditors under the Plan), such as the
reduction in the purchase price for the Property, the Debtor's
dispute with its agent with respect to the Property, the Debtor's
post-petition marketing efforts with respect to the Property (if
any), and whether any of the Debtor's insiders, affiliates, or
direct or indirect equity holders have any connection with the
Purchaser or any agreement related to the continued development or
subsequent sale of the Property (or any portion thereof).
The Debtor's Combined Disclosure Statement and Plan also fails to
disclose the Debtor's and Mr. Teltch's substantial relationship
with and control over Great Feats—the special purpose entity
within the Debtor's matrix of entities through which Mr. Tadmor
lent and invested funds in the Project.
Correction of these deficient and missing disclosures is necessary
for the Debtor's Combined Disclosure Statement and Plan to provide
adequate information to allow creditors and equity holders to make
reasonable and informed judgments about the Plan. Accordingly, the
Motion should be denied.
Counsel to Yarden Tadmor, individually and as trustee for the heirs
of Eran Tadmor:
Daniel N. Brogan, Esq.
John C. Gentile, Esq.
Juan E. Martinez, Esq.
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
1313 North Market Street, Suite 1201
Wilmington, DE 19801
Tel: (302) 442-7010
Fax: (302) 442-7012
E-mail: dbrogan@beneschlaw.com
jgentile@beneschlaw.com
jmartinez@beneschlaw.com
- and -
Lauren Friend McKelvey, Esq.
Reitler Kailas & Rosenblatt LLP
11921 Freedom Drive, Suite 550
Reston, VA 20190
Tel: (212) 209-3050
Fax: (212) 371-5500
E-mail:lmckelvey@reitlerlaw.com
About 540 West
540 West 21st Street Holdings LLC is headquartered in New York, NY
and is a real estate holding company formed specifically to
facilitate the financing and construction of a mixed-use
development at the Property.
540 West sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del Lead Case No. 23-11053) on Aug. 2, 2023. In
the petition signed by Noam Teltch as authorized signatory, the
Debtor disclosed up to $95,842,716 in assets and $256,664,374 in
liabilities.
Hon. Mary F. Walrath oversees the case.
The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel,
Chipman Brown Cicero & Cole, LLP as Delaware counsel, Tomer Jacob
as chief restructuring officer, and Bankruptcy Management
Solutions, Inc. dba Stretto as claims agent.
746 EAST 4TH STREET: Files for Chapter 11 Bankruptcy
----------------------------------------------------
On 746 East 4th Street LLC filed for chapter 11 protection in the
District of Massachusetts.
The Debtor reported between $1 million and $10 million in debt owed
to 1 and 49 creditors. The petition states funds will not be
available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
February 28, 2024, at 10:00 AM at UST-LA3, TELEPHONIC MEETING.
About 746 East 4th Street LLC
746 East 4th Street LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
746 East 4th Street LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 24-10157) on January 26,
2024. In the petition filed by Charles W. McCarthy, Jr., as
manager, the Debtor reports estimated assets and liabilities
between $1 million and $10 million.
Honorable Bankruptcy Judge Janet E Bostwick oversees the case.
The Debtor is represented by:
Michael Van Dam, Esq.
Van Dam Law LLP
245 Emerson Street
Boston, MA 02127
Tel: 786-355-4631
E-mail: peterspindel@gmail.com
9370-3817 QUEBEC: $151.7MM Bank Debt Trades at 20% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which 9370-3817 Quebec
Inc is a borrower were trading in the secondary market around 80.4
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $151.7 million facility is a Term loan that is scheduled to
mature on January 15, 2026. The amount is fully drawn and
outstanding.
9370-3817 Quebec Inc manufactures home and office furnishing
products.
ABERDEEN ENTERPRISES: Unsecureds to Get Nothing in Bay Point's Plan
-------------------------------------------------------------------
Bay Point Capital Partners II, LP filed with the U.S. Bankruptcy
Court for the Eastern District of New York a Disclosure Statement
describing Plan of Liquidation for Aberdeen Enterprises, Inc. and
Brickchurch Enterprises, Inc. dated January 30, 2024.
Louise Blouin acquired the Properties at 366 Gin Lane, Southampton,
NY (the "Brickchurch Property") and 376 Gin Lane, Southampton, NY
(the "Aberdeen Property") in 1998 through separate real estate
holding companies in which Ms. Blouin is ultimately the beneficial
owner.
On January 12, 2024, the Debtors and Bay Point filed a Joint
Application and Motion for an Order (I) Authorizing the Retention
of Concierge Auctions, LLC as Auctioneer, and (II) Modifying or
Granting Relief from E.D.N.Y. LBR 6005-1(C) (the "Application to
Employ"). Among other things, the Application to Employ sought
Court authorization for the Debtors to employ and retain Concierge
Auctions, LLC to market the Properties through the conclusion of
the Live Auction, and (ii) conduct and hold the Live Auction.
At the Live Auction, the High Bid for the Aberdeen Property was
$40,500,000. The Buyer's Premium was $3,660,000. Thus, the expected
Gross Sale Proceeds from the Sale of the Aberdeen Property will be
$44,160,000. The bid enhancement applicable to the Aberdeen
Property is $1,501,440 (i.e., 3.4% of the Gross Sale Proceeds) (the
"Aberdeen Property Bid Enhancement"), which amount shall constitute
the portion of the Section 1146 Funds arising from the Sale of such
Property. The Debtors anticipate that the following costs and
expenses incurred in connection with the Sale will be satisfied
from the Gross Sale Proceeds: (i) $405,000 for the Listing Broker's
Fee, (ii) $405,000 for the Buyer's Broker's Fee, (iii) $810,000 for
the Auctioneer's Fee, and (iv) up to $50,000 for the Auctioneer's
expenses (collectively, the "Aberdeen Sale Expenses"). The Aberdeen
Sale Expenses shall be paid upon entry of the Sale Approval Order.
At the Live Auction, the High Bid for the Brickchurch Property was
$38,500,000. The Buyer's Premium was $3,420,000. Thus, the expected
Gross Sale Proceeds from the Sale of the Brickchurch Property will
be $41,920,000. The bid enhancement applicable to the Brickchurch
Property is $1,425,280 (i.e., 3.4% of the Gross Sale Proceeds) (the
"Brickchurch Property Bid Enhancement"), which amount shall
constitute the portion of the Section 1146 Funds arising from the
Sale of such Property. The Debtors anticipate that the following
costs and expenses incurred in connection with the Sale will be
satisfied from the Gross Sale Proceeds: (i) $385,000 for the
Listing Broker's Fee, (ii) $385,000 for the Buyer's Broker's Fee,
(iii) $770,000 for the Auctioneer's Fee, and (iv) up to $50,000 for
the Auctioneer's expenses (collectively, the "Brickchurch Sale
Expenses"). The Brickchurch Sale Expenses shall be paid upon entry
of the Sale Approval Order.
The Plan provides for the means of liquidating the assets of the
Debtors and distributing the proceeds thereof through a coordinated
auction sale (the "Sale") of their valuable and iconic contiguous
ocean front properties located at 366 and 376 Gin Lane,
Southampton, New York (collectively, the "Properties", each being a
"Property"). Bay Point believes that the Plan presents the best
means currently available for their orderly liquidation and
distribution of the resulting proceeds to the holders of Allowed
Claims. The auction was held on January 24, 2024, at which time a
High Bid was selected with respect to both Properties.
Class 4 consists of General Unsecured Claims. Class 4 will not
receive any distributions under the Plan and is therefore deemed to
reject the Plan pursuant to section 1126(g) of the Bankruptcy Code.
This Class will receive a distribution of 0% of their allowed
claims. The allowed unsecured claims total $10,863,863, which
includes (i) the disputed insider claim of Louise Blouin, (ii) the
disputed Unsecured Claim of $250,000 filed by the IRS, (iii) the
$94,012.98 Claim of Dream Yard Landscaping, and (iv) filed and
scheduled Claims totaling approximately $100,000.
Class 5 Equity Interests will not receive any distributions under
the Plan and is therefore deemed to reject the Plan pursuant to
section 1126(g) of the Bankruptcy Code.
The Plan shall be funded through the Sale of the Properties in
accordance with the sale process run pursuant to the terms of the
Approved Bid Procedures (the "Sale Process"), the funds that were
previously distributed by Bay Point to the Debtors pursuant to the
DIP Financing Order and the Section 1146 Funds; provided that, for
the avoidance of doubt, the Debtors may consummate a Private Sale
in accordance with the Approved Bid Procedures.
The combined hearing pursuant to Section 105(d)(2) of the
Bankruptcy Code to consider approval of the Disclosure Statement
and confirmation of the Plan under Section 1129 of the Bankruptcy
Code shall be held, in person, on February 13, 2024 at 10:00 a.m.
A full-text copy of the Disclosure Statement dated January 30, 2024
is available at https://urlcurt.com/u?l=e2ge8o from
PacerMonitor.com at no charge.
Counsel for Bay Point Capital:
THOMPSON HINE LLP
John C. Allerding, Esq.
3560 Lenox Road NE, Suite 1600
Atlanta, Georgia 30326
P: 404.407.3676 / F: 404.541.2905
Email: John.Allerding@ThompsonHine.com
About Aberdeen Enterprises
and Brickchurch Enterprises
Brickchurch Enterprises, Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-70914) on April 30, 2022, with $50 million to $100 million in
both assets and liabilities. On Aug. 2, 2023, Aberdeen Enterprises,
Inc. filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-72834),
with $50 million to $100 million in both assets and liabilities.
The cases are jointly administered under Case No. 23-72834.
Judge Alan S. Trust oversees the cases.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and
Camisha L. Simmons, Esq. at Simmons Legal, PLLC serve as attorneys
for Aberdeen and Brickchurch, respectively.
ABILITY AUTOS: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
Ability Autos LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, for authority to use cash
collateral.
Emergency consideration is requested because the Debtor depends on
the use of cash collateral for payroll, inventory, maintenance and
repairs, supplies, and other general operating expenses.
A search in the Texas Secretary of State shows that allegedly
secured positions are held by Spirit of Texas Bank aka Simmons
First National Bank (UCC Filing No. 17-0042130008); Automotive
Finance Corporation (UCC Filing No. 18-0008849088); Stellar Bank
aka Allegiance Bank (UCC filing No. 17-0032299497); Uknown Creditor
(UCC filing No. 19-0041427503) and the SBA (UCC Filing No.
20-0019021560).
The loans are secured by current and future accounts receivables,
various pieces of inventory and equipment at Debtors' businesses,
pursuant to the filed UCC liens that have been filed.
The Debtor produces revenue from its construction business and
would use such revenue to pay the budgeted expenses. Moreover, such
revenue will be deposited by Debtor in its DIP operating account
pending entry of an order allowing use of cash collateral or
consent by lien holders.
A copy of the motion is available at https://urlcurt.com/u?l=3o8E3D
from PacerMonitor.com.
About Ability Autos LLC
Ability Autos LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-30351) on January 31,
2024.
In the petition signed by Ronnie Weiss, managing member, the Debtor
disclosed up to $500,000 in both assets and liabilities.
Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as
legal counsel.
AC PRODUCTS: Eaton Vance EFT Marks $2.08MM Loan at 17% Off
----------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
$2,077,000 loan extended to ACProducts, Inc., to market at
$1,717,142 or 83% of the outstanding amount, as of Nov. 30, 2023,
according to a disclosure contained in EFT's Semi-Annual Report on
Form N-CSR for the period ended Nov. 30, 2023, filed with the U.S.
Securities and Exchange Commission.
EFT is a participant in a Term Loan (SOFR + 4.25%) to ACProducts.
The loan accrues interest at a rate of 9.902% per annum. The loan
matures on May 17, 2028.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
ACProducts, Inc., headquartered in The Colony, Texas, is a national
manufacturer and distributor of kitchen and bathroom cabinetry.
American Industrial Partners, through its affiliates, is the
primary owner of ACProducts, having acquired it in 2012.
ACCELERATED HEALTH: $875MM Bank Debt Trades at 19% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Accelerated Health
Systems LLC is a borrower were trading in the secondary market
around 81.1 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $875 million facility is a Term loan that is scheduled to
mature on February 15, 2029. The amount is fully drawn and
outstanding.
Accelerated Health Systems, LLC provides healthcare services. The
Company offers athletic training, physical therapy, occupational
therapy, and fitness services to affiliations including high
schools, colleges, and many professional sports teams.
AEROCISION PARENT: To Seek Plan Confirmation on March 4
-------------------------------------------------------
Judge Karen B. Owens has entered an order that the Combined
Disclosure Statement and Plan of AeroCision Parent, LLC, et al. is
approved on an interim basis for solicitation purposes under
sections 105 and 1125 of the Bankruptcy Code and Bankruptcy Rule
3017.
To be counted as a vote to accept or reject the Combined Disclosure
Statement and Plan, a Ballot must be properly executed and
delivered to the Voting Agent, in accordance with the instructions
on the Ballot, so that it is actually received no later than 4:00
p.m. (prevailing Eastern Time) on Feb. 23, 2024 (the "Voting
Deadline").
If any Holder of a Claim seeks to challenge the allowance of its
Claim for voting purposes in accordance with the Tabulation Rules
and Procedures, such Holder must file a= motion, pursuant to
Bankruptcy Rule 3018(a), for an order temporarily allowing its
claim in a different amount or classification for purposes of
voting to accept or reject the Plan (a "Rule 3018 Motion") no later
than Feb. 20, 2024 at 4:00 p.m. (prevailing Eastern Time) and serve
the Rule 3018 Motion on the Debtors. The Debtors (and, with respect
to filing a response, any other party in interest) shall then (i)
have until Feb. 27, 2024 to file and serve any responses to such
Rule 3018 Motions, and (ii) coordinate with this Court to
adjudicate and resolve all pending Rule 3018 Motions prior to or at
the Confirmation Hearing.
The Confirmation Hearing scheduled for March 4, 2024 at 10:00 a.m.
(prevailing Eastern Time).
Objections to approval and confirmation of the Combined Disclosure
Statement and Plan on any grounds must be filed and served by no
later than 4:00 p.m. (prevailing Eastern Time) on Feb. 23, 2024.
The Debtors shall, if they deem necessary in their discretion file
a reply to any objections or brief in support of approval of the
Combined Disclosure Statement and Plan by no later than noon
(prevailing Eastern Time) on Feb. 29, 2024.
The Debtors shall file a proposed form of the Confirmation Order by
no later than noon (prevailing Eastern Time) on Feb. 29, 2024.
The Voting Report shall be filed by no later than noon (prevailing
Eastern Time) on Feb. 29, 2024.
Plan of Liquidation
AeroCision Parent, LLC, et al., submitted an Amended Combined
Disclosure Statement and Joint Chapter 11 Plan of Liquidation.
At the direction of the Special Committee, the Debtors commenced
the sale of substantially all of their Assets to maximize the value
of the Estates for the benefit of the Debtors' creditor
constituencies and other stakeholders (the "Sale"). On September
13, 2023, the Debtors filed the Bidding Procedures Motion, seeking
authority to proceed with the sale process, the purpose of which
was to generate maximum value for their Assets (the "Sale
Process"). To facilitate the Sale Process, the Debtors, in
consultation with Jefferies, and their other professional advisors,
proposed the Bidding Procedures to preserve flexibility in the Sale
Process, generate the greatest level of interest in the Debtors'
Assets, and result in the highest or otherwise best value for those
Assets.
As set forth in the Bidding Procedures Motion, the Debtors, in
consultation with Jefferies and their professional advisors, worked
extensively to implement a robust and expeditious Sale Process. On
October 2, 2023, the Bankruptcy Court entered the Bidding
Procedures Order, approving the Bidding Procedures and
establishing, among other things, October 23, 2023 as the bid
deadline and scheduling an auction (the "Auction") and the Sale
Hearing. With the consent of the Senior Agent, the Bid Deadline was
subsequently extended to November 3, 2023, and the Auction and Sale
Hearing were subsequently adjourned to November 7, 2023 and
November 8, 2023, respectively.
The Bidding Procedures Order also authorized the Debtors to enter
into the Stalking Horse Agreement. The Debtors and Jefferies viewed
the Stalking Horse Bid as a critical component of an efficient Sale
Process because the Stalking Horse Bid, among other things, (a)
allowed the Debtors to negotiate a fully integrated contract that
contained terms and conditions likely to be acceptable to other
potential buyers; (b) provided a template setting forth the
deliverables required by an actual buyer in a form acceptable to
the Debtors; and (c) provided certainty that a sale would close.
Notably, the Stalking Horse Bidder did not require any bid
protections or expense reimbursements in connection with the
Stalking Horse Agreement.
In connection with the Sale Process, the Debtors, with the
assistance of Jefferies, contacted entered into non-disclosure
agreements with the Debtors and were given access to a virtual data
room. The Debtors, with the assistance of Jefferies, worked
extensively with these parties as they engaged in due diligence
with respect to the Assets and in preparation for the Bid Deadline
and the Auction.
Prior to the Bid Deadline, the Debtors received three (3) bids, in
addition to the Stalking Horse Bid. Ultimately, only one of the
three (3) competing Bids satisfied the requirements established by
the Bidding Procedures Order to render such bid a "qualified bid",
within the meaning of the Bidding Procedures. In advance of the
Auction, the Debtors, with the assistance of Jefferies, engaged
both the Stalking Horse Bidder and the other qualified bidder –
Cadence-Southwick, Inc. ("Cadence") – in an effort to assign an
appropriate value proposition to both bids and determine the
baseline bid which would be announced at the outset of the
Auction.
In accordance with the Bidding Procedures Order, the Debtors
commenced the Auction via Zoom on November 7 and 8, 2023. Upon
commencing the Auction, the Debtors, in consultation with the
Senior Agent, identified the qualified bid submitted by Cadence as
the baseline bid. The Stalking Horse Bidder
elected not to submit a competing offer for the subject Assets
during the Auction.
At the conclusion of the Auction, the Debtors, in consultation with
the Senior Agent, identified (i) the final bid submitted by
Cadence, with a cash purchase price of $40.2 million for
substantially all of the Debtors' Assets plus the assumption of
certain liabilities, as set forth in the Asset Purchase Agreement,
as the successful bid, and (ii) the final bid submitted by Stalking
Horse Bidder, with a cash purchase price of $40.0 million for
substantially all of the Debtors' Assets plus the assumption of
certain liabilities, as more fully set forth in the Stalking Horse
Agreement, as the next-highest bid.
On November 8, 2023, after the Auction concluded, the Bankruptcy
Court held the Sale Hearing wherein counsel to the Debtors
explained the economic terms of the Sale Transaction. The
Bankruptcy Court entered the Sale Order on November 16, 2023,
thereby approving the Sale Documents and the sale to Cadence's
designee, BG Acquisition. The Sale Transaction closed on November
21, 2023 and, in connection with the closing, all amounts owed by
the Debtors to the DIP Lenders in respect of the DIP Facility and
to the Superpriority Lien Lenders under the Superpriority Lien
Credit Agreement were satisfied in Cash in full from the proceeds
of the Sale Transaction. After the applicability of Sale Proceeds,
the balance owed under the First Lien Credit Agreement is
$105,906,013.75 as of the date hereof.
Since the Sale Transaction closed, the Debtors have focused on
transitioning their businesses to BG Acquisition, including
completing the novation process for the assignment of government
contracts in accordance with the TSA, and winding down their
remaining affairs. This Combined Plan and Disclosure Statement
provides for the continuation of that process and for the
administration and distribution of the Wind Down Assets, including
distributions to Holders of Allowed Claims in accordance with the
terms of this Plan and the treatment of Allowed Claims described
more fully herein. The Plan Administrator will effectuate such
liquidation and Distributions.
Pursuant to this Combined Disclosure Statement and Plan, and to
comply with the Debtors' obligations under the TSA, Interests in
AeroCision and Interests in Numet will vest in Reorganized
AeroCision Parent. The Plan Administrator shall be the sole
stockholder of Reorganized AeroCision Parent. Each of Reorganized
AeroCision and Reorganized Numet will continue to operate to
satisfy the obligations of the Debtors under the Sale Documents.
Upon termination of the TSA, the Plan Administrator will (i)
liquidate, wind down, and dissolve each of Reorganized AeroCision
and Reorganized Numet under applicable law; (ii) request that each
of AeroCision's and Numet's Chapter 11 Cases be closed; and (iii)
file each of AeroCision's and Numet's final tax returns.
After the termination of the TSA, the Plan Administrator will (i)
liquidate, wind down, and dissolve Reorganized AeroCision Parent
under applicable law; and (ii) file AeroCision Parent's final tax
returns.
Under the Plan Class 4: General Unsecured Claims total $
31,844,944. Each Holder of an Allowed General Unsecured Claim,
which, for the avoidance of doubt, includes the Holders of Second
Lien Claims, will receive, from time to time following the
Effective Date, 10% of their pro rata share of (a) any available
Litigation Proceeds from Preserved Causes of Action, and (b) any
available Wind Down Reversionary Assets; provided, however, that
the aggregate recovery to all Holders of General Unsecured Claims
in Class 4 will not exceed $500,000. Class 4 is impaired.
"Litigation Proceeds" shall mean the net Cash proceeds of the
Preserved Causes of Action.
"Preserved Causes of Action" shall mean any and all Causes of
Action that are not Excluded Actions.
"Wind Down Reversionary Assets" shall mean any Assets that remain
after the Plan Administrator has implemented and completed the Wind
Down, including the payment or reserving of fees incurred and
unpaid in connection with the Wind Down, and any remaining funds
held in the Professional Fee Escrow Account after all Professional
Fees have been irrevocably paid in full pursuant to one or more
Final Orders.
All consideration necessary to make all monetary payments in
accordance with this Plan shall be obtained from Cash on hand as of
the Effective Date and the Wind Down Assets, including Litigation
Proceeds from Preserved Causes of Action.
Counsel to the Debtors:
Michael R. Nestor, Esq.
Andrew L. Magaziner, Esq.
Elizabeth S. Justison, Esq.
Shella Borovinskaya, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: mnestor@ycst.com
amagaziner@ycst.com
ejustison@ycst.com
sborovinskaya@ycst.com
A copy of the Order dated Jan. 24, 2024, is available at
https://tinyurl.ph/DKcCU from document.epiq11.com, the claims
agent.
A copy of the Plan of Liquidation dated Jan. 24, 2024, is available
at https://tinyurl.ph/dOzeV from document.epiq11.com, the claims
agent.
About AeroCision Parent
AeroCision Parent, LLC and affiliates are are part of an
organization known as Bromford Group, a global manufacturing
business in the aerospace, defense, and power generation industry
that was founded in the United Kingdom in 1973. Bromford supplies
turbine engine and related components to all major OEM's, including
many of the industry's most prominent manufacturers, like General
Electric Aviation, Pratt & Whitney, and Rolls Royce, among others.
The manufacturers use Bromford's components to manufacture engines
for aircraft and other vehicles.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-11032) on July 31, 2023. In
the petition signed by David Nolletti, chief restructuring officer,
the Debtor disclosed up to $500 million in both assets and
liabilities.
Judge Karen B. Owens oversees the case.
Young Conaway Stargatt & Taylor, LLP represents the Debtors as
legal counsel, Riveron Consulting, LLC as restructuring advisor,
Jefferies LLC as investment banker, and Epiq Corporate
Restructuring, LLC as notice, claims, solicitation and balloting
agent and administrative advisor.
ALECTO HEALTHCARE: To Wait Chapter 11 Confirmation Until March 2024
-------------------------------------------------------------------
Clara Geoghegan of Law360 reports that California-based hospital
operator Alecto Healthcare Services LLC will wait until March to
seek confirmation of its proposed Chapter 11 plan as a
small-business debtor, after attorneys told a Delaware bankruptcy
judge Thursday, January 25, 2024, it hadn't served notice of the
proposal to roughly 700 creditors.
About Alecto Healthcare Services
Alecto Healthcare Services, LLC, is a provider of healthcare
infrastructure services based in Glendale Calif.
Alecto Healthcare Services filed a Chapter 11 petition (Bankr. D.
Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10
million in assets and $50 million to $100 million in liabilities.
Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been
appointed as Subchapter V trustee.
Judge J. Kate Stickles oversees the case.
Jeffrey R. Waxman, Esq., and Brya M. Keilson, Esq., at Morris
James, LLP are the Debtor's bankruptcy attorneys.
AMYRIS INC: Reaches Deal With Givaudan, Seeks Plan Approval
-----------------------------------------------------------
Amyris Inc. asked the Court to confirm its Third Amended Joint
Chapter 11 PLan of Reorganization notwithstanding the limited
objections that have been asserted primarily by non-economic
parties in interest.
The Plan accomplishes the rehabilitative goals of chapter 11 by
right-sizing the Debtors' capital structure, streamlining the
Debtors' operations, and adjusting key contracts. The Plan
preserves Amyris's cutting-edge science and technology for future
generations allowing it to continue as a leading manufacturer of
sustainable ingredients, making people and the planet healthier.
In doing so, the Plan preserves jobs both in the U.S. and Brazil,
ends years of protracted litigation, and provides a meaningful
recovery for Holders of General Unsecured Claims, notwithstanding
that the senior secured lenders -- the Foris Secured Parties -- are
significantly under-secured.
Overwhelming Support for Plan
The Debtors noted in a Jan. 22, 2024 filing that aside from
Givaudan, every Impaired Class entitled to vote has overwhelmingly
accepted the Plan. For the Debtors' largest creditor constituency
-- Holders of Convertible Notes in Class 7 -- there was not a
single no vote. Holders of General Unsecured Claims in Class 8
accepted the Plan by over 96% in both number and amount. Notably,
when one considers the amount of Claims collectively for the two
Classes of General Unsecured Claims, there is more than 99%
acceptance with less than 1% of opt-outs from the Third-Party
Release.
Committee Supports Plan
The Official Committee of Unsecured Creditors said Jan. 22, 2024,
that the Chapter 11 Cases have followed a challenging and at times
precarious course. Disappointing brand sales, a looming "sale
option" for the entire business, and a limited DIP budget, among
other things, made it unclear whether the Debtors would be able to
reorganize or would need to convert these cases to a chapter 7
liquidation. However, with the assistance of the Court and good
faith negotiations and hard work of the professionals, the Debtors,
Foris, the Committee, the Ad Hoc Group, the Ad Hoc Cross-Holder
Group and other key stakeholders settled their differences, agreed
on a path to emergence, and have formulated a confirmable Plan.
The Plan enables the Debtors to emerge from these Chapter 11 Cases
as swiftly as possible, pays all administrative claims in full,
provides a guaranteed recovery to unsecured creditors, and
preserves the Debtors’ go-forward business with the attendant
preservation of jobs and vendor relationships.
The Committee engaged in an exhaustive investigation of the
Debtors' prepetition transactions and capital structure, their
insiders, and all aspects of their businesses, and in the process
carefully examined all potential litigation (and other)
alternatives. After this careful analysis, the Committee concluded
that the restructuring transactions set forth in the Plan maximize
value and certainty for unsecured creditors. The Committee
believes that the Plan is in the best interest of unsecured
creditors, and is clearly superior to a liquidation or piece-meal
sale of the Debtors' assets. As a result, the Committee requests
that the Court confirm the Plan
Givaudan Settlement
On Jan. 23, the Debtors apprised the Court of certain recent
developments concerning the Debtors’ commercial relationship with
Givaudan SA.
The Debtors have been engaged in good faith arms' length
negotiations with Givaudan since the commencement of these Chapter
11 Cases. On Jan. 23, 2024, these negotiations culminated in the
Givaudan Term Sheet, which provides for a comprehensive
restructuring of the business relationship between Givaudan and the
Debtors. Moreover, the entry into the Givaudan Term Sheet was a
condition precedent to the effectiveness of the previous global
resolution reached between the Debtors and DSM-Firmenich.
The Givaudan Term Sheet provides the Debtors with, among others,
the following beneficial terms: (i) improved pricing and payment
terms for the Debtors, (ii) waiver of substantial unsecured claims
against the Estates, (iii) and provides for the continuation of
collaboration efforts among the Debtors and Givaudan.
CRO Philip J. Gund says the terms and conditions of the Givaudan
Term Sheet are fair, reasonable, and in the best interests of the
Debtors and their Estates.
About Amyris Inc.
Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a leading
synthetic biotechnology company, transitioning the Clean Health &
Beauty and Flavors & Fragrances markets to sustainable ingredients
through fermentation and the company's proprietary
Lab-to-Market(TM) technology platform. This Amyris platform
leverages state-of-the-art machine learning, robotics and
artificial intelligence, enabling the company to rapidly bring new
innovation to market at commercial scale. Amyris ingredients are
included in over 20,000 products from the world's top brands,
reaching more than 300 million consumers. Amyris also owns and
operates a family of consumer brands that is constantly evolving to
meet the growing demand for sustainable, effective and accessible
products.
Amyris, Inc, et al. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9,
2023. The petitions were signed by Han Kieftenbeld as interim chief
executive officer & chief financial officer.
In the petition, Amyris disclosed $679,679,000 in assets and
$1,327,747,000 in liabilities.
Pachulski Stang Ziehl & Jones LLP serves as the Debtors' bankruptcy
counsel. Fenwick & West, LLP is the Debtorps corporate counsel.
The Debtors tapped PricewaterhouseCoopers LLP as their financial
advisor, while Intrepid Investment Bankers LLC serves as the
Debtors' investment banker. Stretto, Inc., is the Debtors' claims,
noticing, solicitation agent and administrative adviser.
AMYRIS INC: SEC Objects to Nonconsensual Third Party Release
------------------------------------------------------------
The U.S. Securities and Exchange Commission objects to the
confirmation of the Debtors' Second Amended Joint Plan of
Reorganization filed by Amyris, Inc., dated Dec. 12, 2023 to the
extent that the Debtors seek to impose nonconsensual third party
releases under the Plan.
The SEC asserts that as a general matter, nondebtor third party
releases contravene Section 524(e) of the Bankruptcy Code, which
provides that only debts of the debtor are affected by the Chapter
11 discharge provisions. Such releases have special significance
for public investors because they enable nondebtors to benefit from
a debtor's bankruptcy by obtaining their own releases with respect
to past misconduct, which could include violations of the federal
securities laws that would not be dischargeable had those same
nondebtors filed their own Chapter 7 or Chapter 11 bankruptcy
cases.
Under the Plan, the Debtors seek to impose nonconsensual
third-party releases in favor of the Debtors' officers, directors,
and numerous other parties (the "Releases"). The Releases purport
to bind all creditors and shareholders and apply to a wide array of
claims, other than those based on gross negligence, willful
misconduct or fraud. If the bankruptcy court does not approve the
Releases because they are nonconsensual, the Debtors have included
an alternative "opt-out" release provision, which would bind
stakeholders who fail to opt out of the Releases. In our view, the
inclusion of an "opt-out" provision does not render the Releases
consensual.
In the Third Circuit, nonconsensual releases are only permitted in
"extraordinary cases" when the releases are critical to the
debtor's reorganization. Here, the Debtors have not proffered any
extraordinary facts that justify this unusual relief. The fact that
the Debtors have proposed a default "consensual" structure for the
Releases undermines the claim that the Releases are essential to
this reorganization.
Finally, the Court lacks jurisdiction to approve the Releases with
respect to public shareholders, holders of unsecured notes, and
holders of subordinated claims. Accordingly, to the extent that the
Debtors seek to impose nonconsensual Releases on creditors and
shareholders, such Releases should be deleted from the Plan, or the
Court should decline to impose such Releases on any party who does
not take affirmative action to consent to them.
About Amyris Inc.
Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a leading
synthetic biotechnology company, transitioning the Clean Health &
Beauty and Flavors & Fragrances markets to sustainable ingredients
through fermentation and the company's proprietary
Lab-to-Market(TM) technology platform. This Amyris platform
leverages state-of-the-art machine learning, robotics and
artificial intelligence, enabling the company to rapidly bring new
innovation to market at commercial scale. Amyris ingredients are
included in over 20,000 products from the worldps top brands,
reaching more than 300 million consumers. Amyris also owns and
operates a family of consumer brands that is constantly evolving
to
meet the growing demand for sustainable, effective and accessible
products.
Amyris, Inc, et al., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9,
2023. The petitions were signed by Han Kieftenbeld as interim
chief executive officer & chief financial officer.
In the petition, Amyris disclosed $679,679,000 in assets and
$1,327,747,000 in liabilities.
Pachulski Stang Ziehl & Jones LLP serves as the Debtors' bankruptcy
counsel. Fenwick & West, LLP is the Debtorps corporate counsel.
The Debtors tapped PricewaterhouseCoopers LLP as their financial
advisor, while Intrepid Investment Bankers LLC serves as the
Debtors' investment banker. Stretto, Inc., is the Debtors' claims,
noticing, solicitation agent and administrative adviser.
ANASTASIA PARENT: $650MM Bank Debt Trades at 29% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Anastasia Parent
LLC is a borrower were trading in the secondary market around 71.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $650 million facility is a Term loan that is scheduled to
mature on August 11, 2025. The amount is fully drawn and
outstanding.
Anastasia Parent, LLC is the parent company of Anastasia Beverly
Hills, Inc., a prestige cosmetics brand that focuses on eyebrow
shaping products.
ARTERA SERVICES: $135MM Bank Debt Trades at 25% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Artera Services LLC
is a borrower were trading in the secondary market around 74.8
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $135 million facility is a Term loan that is scheduled to
mature on March 6, 2026. The amount is fully drawn and
outstanding.
Artera Services, LLC provides utility line construction services.
The Company offers installation, repair, and maintenance of gas and
electric distribution lines, as well as civil excavation,
feasibility studies, horizontal directional drilling, and pollution
prevention planning services.
ARTIFICIAL INTELLIGENCE: Unit Launches 'SelectBlur' Application
---------------------------------------------------------------
Robotic Assistance Devices (RAD), a subsidiary of Artificial
Intelligence Technology Solutions, Inc., is excited to announce the
launch of 'SelectBlur', a standalone desktop application designed
to enhance privacy and security when distributing and publicizing
events captured on video. Set for immediate release, SelectBlur
represents RAD's commitment to innovative, privacy-centric
solutions in the security and surveillance industry.
SelectBlur is a user-friendly application that allows clients to
selectively blur faces in video footage, ensuring the privacy of
individuals who are not the focus of the surveillance. The
application supports almost any video format and operates entirely
on the desktop, eliminating the need for cloud-based processing and
thereby further enhancing the security of sensitive data.
One of the key features of SelectBlur is its ability to process
videos quickly and securely, making it an ideal tool for
distributing footage without compromising the privacy of uninvolved
individuals. This capability is particularly crucial considering
the wide availability of internet tools that can compromise
anonymity by revealing identities from uploaded photos.
The development of SelectBlur was initiated by a suggestion from a
prospective client navigating through RAD's sales funnel,
demonstrating RAD's agility and responsiveness to market needs.
This collaboration underscores RAD's ability to not only meet, but
anticipate client requirements, further enhancing its value
proposition in the security sector.
"SelectBlur is a direct response to the evolving needs in the
security landscape," said Steve Reinharz, CEO of AITX. "In a world
where privacy concerns are paramount, this application allows
facility owners and law enforcement to publicly release video
content responsibly and, in many cases, quickly. This helps
protect individual privacy and reduce potential liability."
Mark Folmer, President of RAD, added, "SelectBlur is more than just
a software solution; it’s a testament to RAD's commitment to
addressing real-world security challenges. While we don't
anticipate it to be a major revenue driver, it adds significant
value to our existing suite of analytics and security solutions."
Pricing and additional details for SelectBlur are available through
RAD's dealer and distribution channel. The application is expected
to attract new clients while providing added value to RAD's
existing customer base.
AITX, through its subsidiary, Robotic Assistance Devices, Inc.
(RAD), is redefining the $25 billion (US) security and guarding
services industry through its broad lineup of innovative, AI-driven
Solutions-as-a-Service business model. RAD solutions are
specifically designed to provide cost savings to businesses of
between 35%-80% when compared to the industry's existing and costly
manned security guarding and monitoring model. 'RAD delivers these
tremendous cost savings via a suite of stationary and mobile
robotic solutions that complement, and at times, directly replace
the need for human personnel in environments better suited for
machines. All RAD technologies, AI-based analytics and software
platforms are developed in-house.
RAD has a prospective sales pipeline of over 35 Fortune 500
companies and numerous other client opportunities. RAD expects to
continue to attract new business as it converts its existing sales
opportunities into deployed clients generating a recurring revenue
stream. Each Fortune 500 client has the potential of making
numerous reorders over time.
About Artificial Intelligence Technology
Headquartered in Ferndale, MI, Artificial Intelligence Technology
Solutions Inc. is an innovator in the delivery of artificial
intelligence-based solutions that empower organizations to gain new
insight, solve complex challenges and fuel new business ideas.
Through its next-generation robotic product offerings, AITX's RAD,
RAD-M and RAD-G companies help organizations streamline operations,
increase ROI, and strengthen business. AITX technology improves
the simplicity and economics of patrolling and guard services and
allows experienced personnel to focus on more strategic tasks.
Customers augment the capabilities of existing staff and gain igher
levels of situational awareness, all at drastically reduced cost.
AITX solutions are well suited for use in multiple industries such
as enterprises, government, transportation, critical
infrastructure, education, and healthcare.
Deer Park, Illinois-based L J Soldinger Associates, LLC, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated June 14, 2023, citing that the
Company had a net loss of approximately $18 million, an accumulated
deficit of approximately $112 million and stockholders' deficit of
approximately $32 million as of and for the year ended February 28,
2023, and therefore there is substantial doubt about the ability of
the Company to continue as a going concern.
For the nine months ended Nov. 30, 2023, the Company had negative
cash flow from operating activities of $9,378,427. As of Nov. 30,
2023, the Company has an accumulated deficit of $125,535,116, and
negative working capital of $12,944,810. Management does not
anticipate having positive cash flow from operations in the near
future. The Company said these factors raise a substantial doubt
about the Company's ability to continue as a going concern for the
twelve months following the issuance of these financial statements.
ASTRA ACQUISITION: $1.30BB Bank Debt Trades at 39% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Astra Acquisition
Corp is a borrower were trading in the secondary market around 60.9
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.30 billion facility is a Term loan that is scheduled to
mature on October 25, 2028. About $772 million of the loan is
withdrawn and outstanding.
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ASTRA ACQUISITION: $500MM Bank Debt Trades at 58% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Astra Acquisition
Corp is a borrower were trading in the secondary market around 42.1
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $500 million facility is a Term loan that is scheduled to
mature on October 25, 2029. The amount is fully drawn and
outstanding.
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ASTRA ACQUISITION: Eaton Vance EFT Marks $935,000 Loan at 33% Off
-----------------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
$935,000 loan extended to Astra Acquisition Corp., to market at
$624,928 or 67% of the outstanding amount, as of Nov. 30, 2023,
according to a disclosure contained in EFT's Semi-Annual Report on
Form N-CSR for the period ended Nov. 30, 2023, filed with the U.S.
Securities and Exchange Commission.
EFT is a participant in a Term Loan (SOFR + 5.25%) to Astra
Acquisition. The loan accrues interest at a rate of 10.902%, per
annum. The loan matures on October 25, 2028.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ASTRO ONE: $155MM Bank Debt Trades at 61% Discount
--------------------------------------------------
Participations in a syndicated loan under which Astro One
Acquisition Corp is a borrower were trading in the secondary market
around 38.8 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $155 million facility is a Term loan that is scheduled to
mature on October 25, 2029. The amount is fully drawn and
outstanding.
Founded in 2021 and based in the US, Astro One Acquisition
Corporation is a merged entity of Petmate and Brody. Both companies
engage in the production and distribution of pet products such as
cat waste management products, toys, kennels, shelters, chews, and
feeding and watering products.
AT HOME GROUP: $600MM Bank Debt Trades at 51% Discount
------------------------------------------------------
Participations in a syndicated loan under which At Home Group Inc
is a borrower were trading in the secondary market around 48.8
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $600 million facility is a Term loan that is scheduled to
mature on July 24, 2028. The amount is fully drawn and
outstanding.
At Home Group Inc. owns and operates home decor stores. The Company
offers furniture, home furnishings, wall decor and decorative
accents, rugs, and housewares.
AUDACY CAPITAL: $770MM Bank Debt Trades at 44% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Audacy Capital Corp
is a borrower were trading in the secondary market around 55.8
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $770 million facility is a Term loan that is scheduled to
mature on November 18, 2024. About $630.5 million of the loan is
withdrawn and outstanding.
Audacy Capital Corp. owns and operates radio stations. The Company
focuses on sports, news, and music and entertainment. Audacy
Capital produces, co-produces, and co-promotes events across
markets, including concerts, multi-day musical festivals, speaker
series, trade shows, and sports-related events.
AVEANNA HEALTHCARE: $415MM Bank Debt Trades at 21% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Aveanna Healthcare
LLC is a borrower were trading in the secondary market around 79.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $415 million facility is a Term loan that is scheduled to
mature on December 10, 2029. The amount is fully drawn and
outstanding.
Aveanna Healthcare LLC provides health care services. The Company
offers pediatric skilled nursing, therapy, autism, enteral
nutrition, and adult services.
BAIN CAPITAL 2022-2: S&P Assigns B-(sf) Rating on Cl. F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Bain Capital Euro
CLO 2022-2 DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R
notes. At closing, the issuer also issued unrated subordinated
notes and unrated class M notes.
The ratings assigned to Bain Capital Euro CLO 2022-2's notes
reflect our assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The issuer's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
CURRENT
S&P Global Ratings weighted-average rating factor 2,836.33
Default rate dispersion 533.24
Weighted-average life (years) 4.15
Weighted-average life (years)
extended to match reinvestment period 4.47
Obligor diversity measure 148.84
Industry diversity measure 21.64
Regional diversity measure 1.25
Transaction key metrics
CURRENT
Total par amount (mil. EUR) including cash and recovery 400.00
Defaulted assets (mil. EUR) 2.65
Number of performing obligors 190
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.86
Actual 'AAA' weighted-average recovery (%) 36.13
Actual weighted-average spread (net of floors; %) 4.12
Actual weighted-average coupon (%) 4.65
Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will permanently switch to semiannual payment.
The portfolio's reinvestment period will end approximately 4.47
years after closing, and the portfolio's maximum average maturity
date will be 8.47 years after closing.
S&P said, "On the effective date, we expect that the portfolio will
be well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs. As
such, we have not applied any additional scenario and sensitivity
analysis when assigning ratings to any classes of notes in this
transaction.
"In our cash flow analysis, we used the EUR400.00 million target
par, a covenanted weighted-average spread (4.10%), the covenanted
weighted-average recovery rates at the 'AAA' rating level, and
actual recovery rates for the rest of the notes as indicated by the
issuer. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.
"Under our structured finance ratings above the sovereign criteria,
we consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned rating levels.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate the exposure to counterparty risk
under our current counterparty.
"The issuer's legal structure is bankruptcy remote, in line with
our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R to E-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes.
"The class A-R and F-R notes can withstand stresses commensurate
with the assigned ratings. Our ratings on the class A-R, B-1-R and
B-2-R notes address timely payment of interest and ultimate payment
of principal, while our ratings on the class C-R to F-R notes
address the ultimate payment of interest and principal.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
A-R to F-R notes."
Bain Capital Euro CLO 2022-2 is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued mainly by speculative-grade
borrowers. Bain Capital Credit U.S. CLO Manager II LP manages the
transaction.
S&P said, "In addition to our standard analysis, to provide an
indication of how rising pressures among speculative-grade
corporates could affect our ratings on European CLO transactions,
we have also included the sensitivity of the ratings on the class
A-R to E-R notes, based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance factors
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to the following industries (non-exhaustive list): coal, weapons or
firearms, palm oil, opioid, predatory lending activities, gambling,
pornography, prostitution, civilian weapons or firearms, nuclear
weapons, thermal coal, controversial weapons, endangered or
protected wildlife, activities adversely affecting animal welfare,
speculative transactions of soft commodities, hazardous chemicals,
tobacco, and illegal drugs and narcotics including marijuana.
Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, we have not made any specific
adjustments in our rating analysis to account for any ESG-related
risks or opportunities."
Ratings
AMOUNT CREDIT
CLASS RATING (MIL. EUR) ENHANCEMENT (%) INTEREST RATE
A-R AAA (sf) 248.00 38.00 Three/six-month EURIBOR
plus 1.55%
B-1-R AA (sf) 34.00 27.00 Three/six-month EURIBOR
plus 2.40%
B-2-R AA (sf) 10.00 27.00 5.75%
C-R A (sf) 22.00 21.50 Three/six-month EURIBOR
plus 3.05%
D-R BBB- (sf) 27.00 14.75 Three/six month EURIBOR
plus 4.30%
E-R BB- (sf) 19.00 10.00 Three/six-month EURIBOR
plus 6.94%
F-R B- (sf) 12.00 7.00 Three/six-month EURIBOR
plus 9.10%
M NR 0.50 N/A N/A
Sub NR 45.00 N/A N/A
NR--Not rated.
N/A--Not applicable.
EURIBOR--Euro Interbank Offered Rate.
BAUSCH HEALTH: Eaton Vance EFT Marks $1.61MM Loan at 24% Off
------------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
$1,608,000 loan extended to Bausch Health Companies, Inc., to
market at $1,227,332 or 76% of the outstanding amount, as of Nov.
30, 2023, according to a disclosure contained in EFT's Semi-Annual
Report on Form N-CSR for the period ended Nov. 30, 2023, filed with
the U.S. Securities and Exchange Commission.
EFT is a participant in a Term Loan (SOFR + 5.25%) to Bausch
Health. The loan accrues interest at a rate of 10.691%, per annum.
The loan matures on February 1, 2027.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
About Bausch Health Companies Inc.
Bausch Health Companies Inc. develops drugs for unmet medical needs
in central nervous system disorders, eye health and
gastrointestinal diseases, as well as contact lenses, intraocular
lenses, ophthalmic surgical equipment, and aesthetic devices.
In March 2023, S&P Global Ratings raised the issuer credit rating
on Bausch Health Cos. Inc. to 'CCC' from 'SD'. "The 'CCC' issuer
credit rating reflects the risk that the company will continue to
pursue subpar debt repurchases that we view as tantamount to a
default over the next 12 months," the ratings firm explained. "We
would likely view the repurchases as distressed exchanges as we no
longer believe BHC would be viewed as an anonymous buyer, given its
accumulated open market purchases to date. We see heightened risk
that BHC will complete more below par debt repurchases over the
next 12 months, given the price at which the longer dated unsecured
notes continue to trade (between 40 to 50 cents on the dollar). We
believe it is likely that BHC will look to capture this significant
discount as it generates cash to reduce its upcoming large
maturities."
S&P said its negative outlook reflects the heightened risk that BHC
could complete more distressed exchanges over the next 12 months.
S&P said, "We continue to believe the capital structure could be
unsustainable longer term. Our base-case scenario still assumes
Norwich Pharmaceuticals will launch its generic version of Xifaxan
at-risk as early as mid-2024, causing a material decline in
revenues and EBITDA. We do not believe there are sufficient
candidates in the development pipeline to cover lost sales of
Xifaxan. BHC also appears committed to completing the B+L spin off
as soon as possible, which we view as a credit negative for BHC
given our expectation for an increase in leverage and reduction in
scale and diversity pro forma the separation. We believe BHC could
have trouble refinancing its still sizeable debt maturities as they
come due in 2025 and beyond, especially if the spinoff is
completed."
BEACON ROOFING: Moody's Ups CFR & Senior Secured Term Loan to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Beacon Roofing
Supply, Inc., including the corporate family rating to Ba2 from
Ba3, probability of default rating to Ba2-PD from Ba3-PD, senior
secured notes to Ba2 from Ba3, senior secured term loan B to Ba2
from Ba3 and senior unsecured notes to B1 from B2. The company's
speculative grade liquidity (SGL) rating remains unchanged at
SGL-1. The outlook is maintained at stable.
The upgrade of Beacon's CFR reflects substantially improved
governance following Clayton Dubilier & Rice's ("CD&R") complete
exit of its investment in the company, which had been a constraint
on the rating. CD&R also no longer has any board representation in
Beacon. At June 30, 2023 CD&R controlled 33% of Beacon's voting
rights and held two board seats. CD&R sold its equity interest
through a series of transactions that began in July 2023 when
Beacon repurchased all of CD&R's outstanding shares of preferred
stock, followed by three secondary offerings of common stock in
August 2023, December 2023 and January 2024. The upgrade also
recognizes Beacon's solid operating margin that helps drives strong
cash flow generation. The company's operating margin was about 8%
and it generated about $680 million of free cash flow for the
twelve months ended September 30, 2023.
The stable outlook reflects Moody's expectation that Beacon will
continue to perform well, benefiting from inelastic demand for
roofing products despite lower volumes from the non-residential end
market. A very good liquidity profile further supports the stable
outlook.
RATINGS RATIONALE
Beacon's Ba2 CFR reflects Moody's expectation of good operating
performance over the next 12-18 months, driven by improving
residential activity in both the new construction and repair and
remodel segments, and offset by weaker non-residential
construction. Moody's expect Beacon's EBITDA margin will remain
flat in 2024 at about 11% relative to 2023. Moody's project other
key credit metrics to also remain strong over the next 18 months,
including adjusted debt-to-EBITDA maintained around 3.0x and
adjusted retained cash flow-to-debt maintained between 24-25%.
Further enhancing Beacon's credit profile is the non-discretionary
nature of roofing products through cycles. Offsetting these
positive factors is the strong competition Beacon faces within the
building products distribution space, which can create significant
pricing pressures in order to gain market share.
Beacon's SGL-1 rating reflects Moody's expectation that the company
will maintain very good liquidity over the next 18 months. Moody's
assessment of the company's liquidity incorporates strong free cash
flow generation, ample availability on the company's $1.3 billion
ABL revolver, no near-term maturities and plenty of cushion on
financial covenants and minimal alternative sources of liquidity
due to a largely secured capital structure.
ESG CONSIDERATIONS
Beacon's G-3 governance score reflects Moody's expectation that the
company will operate with conservative financial policies,
including its commitment to maintaining net debt-to-EBITDA in the
range of 2.0–3.0x. Moody's changed the board structure and
policies score to 2 from 3, which recognizes the reduced ownership
concentration and increased board independence resulting from
CD&R's exit.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade would require Moody's adjusted debt-to-EBITDA
sustained below 2.5x, preservation of very good liquidity and
maintenance of conservative financial strategies.
A ratings downgrade could result if Moody's adjusted debt-to-EBITDA
is sustained above 3.5x, sustained erosion in operating margins, if
financial strategies become more aggressive or if there is a
deterioration of liquidity.
Beacon Roofing Supply, Inc., headquartered in Herndon, Virginia, is
one of the largest wholesale distributors of roofing material and
other building products in the US.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
BELLAH SERVICES: Brad Odell of Mullin Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 6 appointed Brad Odell, Esq., at Mullin
Hoard & Brown, LLP, as Subchapter V trustee for Bellah Services,
Inc.
Mr. Odell will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Odell declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brad W. Odell
Mullin Hoard & Brown, LLP
P.O. Box 2585
Lubbock, TX 79408
Direct: 806-712-1238
Office: 806-765-7491
Mobile: 469-449-3690
Email: bodell@mhba.com
About Bellah Services
Bellah Services, Inc. filed Chapter 11 petition (Bankr. N.D. Texas
Case No. 24-40284) on Jan 26, 2024, with up to $50,000 in assets
and up to $500,000 in liabilities. Isaiah Bellah, president, signed
the petition.
Eric A. Liepins, Esq., represents the Debtor as legal counsel.
BIG TEDDY: Court OKs Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Big Teddy, LLC d/b/a Big Plush to use cash collateral on an interim
basis, in accordance with the budget.
On September 14, 2023, Amazon Capital Services, Inc. provided a
business loan to the Debtor in the principal amount of $40,124 with
an annual interest rate of 9.99%. This loan was a refinance of an
existing business loan from Amazon. The Amazon Loan Agreement
provided for repayment of $3,527 per month over a 12-month period.
Pursuant to the Amazon Loan Agreement, Amazon funded the Amazon
Loan into the Debtor's Amazon Seller Account and is authorized to
withhold disbursements to the Debtor from its Amazon Seller Account
or to deduct loan payments from the Amazon Seller Account to cover
any scheduled payments due to Amazon under the Amazon Loan
Agreement.
Amazon perfected its original loan to the Debtor by filing a UCC-1
financing statement on March 2, 2021. In addition, Amazon has a
perfected security interest in the Amazon Collateral pursuant to
N.J.S.A. 12A:9-310(b)(8) and 12A:9-314 as a result of its control
over the Debtor's Amazon Seller account.
To further secure payment, Michael Matuska executed a personal
guarantee of the Amazon Loan pursuant to which Mr. Matuska agreed
to unconditionally guaranty repayment of the Debtor's obligations
to Amazon.
As of the date of the motion, the Debtor is current on its payments
to Amazon and is not in default under the Amazon Loan Agreement.
The current balance of the debt owed to Amazon is $37,964.
On January 12, 2022, the Debtor executed a Revenue Based Financing
Agreement with EBF Holdings LLC d/b/a Everest Business Funding to
secure a merchant cash advance in the principal amount of $50,000.
To perfect its security interest in the Future Receipts, Everest
filed a UCC-1 financing statement on August 2, 2022. As of the date
of the motion, $2,706 is owed to Everest.
The Debtor obtained a working capital loan from PayPal Inc. in the
principal amount of $15,500. The Debtor and PayPal executed a
Working Capital Account Agreement which permitted PayPal to
automatically deduct payments from the Debtor's PayPal account in
connection with the loan and granted PayPal a security interest in
the Debtor's PayPal account as well as other general business
intangibles. PayPal never filed a UCC-1 financing statement.
The current outstanding balance of the loan to PayPal is $10,023.
Both Amazon and PayPal automatically deduct moneys owed to them
from the Debtor's Amazon Business Seller's Account and PayPal
Account, respectively, prior to disbursing the net cash proceeds to
the Debtor for the sale of its goods on various e-commerce
platforms. Amazon and PayPal's interests are adequately protected
under these circumstances.
To further secure the Pre-Petition Indebtedness, and as adequate
protection for any diminution in the value of the Secured
Creditors' interests in the cash collateral from the Debtor's use
thereof, or other decline, if any, in value arising out of the
automatic stay or from the Debtor's use, sale, depreciation, or
disposition of the cash collateral, the Debtor (a) is authorized to
continue to permit automatic debits from the Debtor's Amazon
Business Seller Account and PayPal Account to Amazon and PayPal in
satisfaction of their liabilities, respectively.
A copy of the order is available at https://urlcurt.com/u?l=KOk8I8
from PacerMonitor.com.
About Big Teddy
Big Teddy, LLC conducts business under the name Big Plush. The
company is based in Newark, N.J.
Big Teddy filed voluntary Chapter 11 petition (Bankr. D.N.J. Case
No. 23-19587) on Oct. 30, 2023, with up to $50,000 in assets and $1
million to $10 million in liabilities. Michael Matuska, sole
member, signed the petition.
Judge John K. Sherwood oversees the case.
Michael E. Holt, Esq., at Forman Holt represents the Debtor as
legal counsel.
BIOTRICITY INC: Receives Delisting Notice From Nasdaq
-----------------------------------------------------
Biotricity Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that the Company received a delisting
determination letter from the Listing Qualifications Department of
the Nasdaq Stock Market advising the Company that the Staff had
determined that the Company did not regain compliance with the MVLS
Requirement by the Compliance Date because the Company's MVLS did
not close at or above $35 million for a minimum of 10 consecutive
business days prior to the Compliance Date. As a result, unless
the Company requests an appeal of the Staff's determination,
trading of the Company's common stock on the Nasdaq Capital Market
will be suspended at the opening of business on Feb. 8, 2024, and a
Form 25-NSE will be filed with the SEC to remove the Company's
securities from listing and registration on the Nasdaq Stock
Market.
On Aug. 4, 2023, Biotricity received a deficiency letter from
Nasdaq notifying the Company that, for the preceding 30 consecutive
business days, the Company's Market Value of Listed Securities was
below the $35 million minimum requirement for continued inclusion
on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(b)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(C),
Nasdaq granted the Company 180 calendar days, or until Jan. 29,
2024, to regain compliance MVLS Requirement.
The Company intends to submit a hearing request to the Nasdaq
Hearings Panel to appeal the Staff's delisting determination. A
hearing request will stay the suspension of the Company's
securities and the filing of a Form 25-NSE pending the Panel's
decision. At the hearing, the Company intends to present a plan to
regain compliance with the MVLS Requirement.
About Biotricity
Headquartered in Redwood City, CA, Biotricity Inc. is a medical
technology company focused on biometric data monitoring and
diagnostic solutions. The Company's aim is to deliver remote
monitoring solutions to the medical, healthcare, and consumer
markets, with a focus on diagnostic and post-diagnostic solutions
for lifestyle and chronic illnesses.
Richmond Hill, Ontario, Canada-based SRCO Professional Corporation,
the Company's auditor since 2015, issued a "going concern"
qualification in its report dated June 29, 2023, citing that the
Company has incurred recurring losses from operations, has negative
cash flows from operating activities, working capital deficiency
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.
Biotricity is in the early stages of commercializing its first
product and is concurrently in development mode, operating a
research and development program in order to develop, obtain
regulatory clearance for, and commercialize other proposed
products. The Company has incurred recurring losses from
operations, and as of September 30, 2023, had an accumulated
deficit of $120.1 million and a working capital deficiency of $12.6
million. Those conditions raise substantial doubt about its ability
to continue as a going concern for a period of one year from the
issuance of these condensed consolidated financial statements,
according to the Company's Quarterly Report for the period ended
Sept. 30, 2023.
BRADLYNN CORP: Wins Cash Collateral Access Thru Feb 14
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Bradlynn Corp. Inc. to use the cash collateral of
secured creditors Credibly of Arizona LLC and Headway Capital, LLC,
on an interim basis, in accordance with the budget, through
February 14, 2024, subject to the terms of the order dated January
3, 2024.
The Debtor's operations were severely affected by COVID, and it is
still in the process of recovering from the COVID closures.
Additionally, creditor Credibly is exercising its UCC and taking
the Debtor's accounts receivable. The Debtor is currently operating
and meeting its current obligations as they come due.
The Debtor's secured creditor is Credibly. The Debtor entered into
a business loan with Credibly in August of 2023. The current
balance of the loan is approximately $110,000. The Debtor's other
secured creditor is Headway. The Debtor entered into a business
loan with Headway in September of 2022 and the current balance of
the loan is approximately $62,923.
The Debtor has additional obligations to First Citizens Federal
Credit Union and Toyota Financial, both of which have loans secured
on the Debtor's vehicles.
The Debtor does not believe it has tax debt with the Massachusetts
Department of Revenue or the Internal Revenue Services but will
continue to monitor and evaluate any claims filed by the taxing
authorities.
The Debtor has approximately $250,000 in general unsecured debt,
which consists of mainly of trade debt.
A copy of the order is available at https://urlcurt.com/u?l=EoNlg8
from PacerMonitor.com.
About Bradlynn Corp. Inc.
Bradlynn Corp. Inc. is a Massachusetts corporation that owns and
operates a plumbing business, located in Lakeville, Massachusetts.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-12142) on December 21,
2023. In the petition signed by Dean Fawcett, III, president, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Judge Janet E. Bostwick oversees the case.
Peter M. Daigle, Esq., at Daigle Law Office, represents the Debtor
as legal counsel.
BRIDGE COMMUNICATIONS: Class 5 Unsecureds to Get 5% of Claims
-------------------------------------------------------------
Bridge Communications, LLC, submitted a Plan and a Disclosure
Statement.
The primary assets owned by Debtor are computer equipment, camera
equipment, a client portal, accounts receivable, and bank account.
Debtor's schedules valued the computer equipment and camera
equipment (the "equipment") at a total of [], based on purchase
price. Debtor estimates the current value of the equipment at
$19,543, based on comparable sales. The accounts receivable due at
the time of filing have since been collected in the amount of
$352,567. Debtor's bank account currently holds a balance of
approximately $149,659. Debtor estimates the value of the client
portal at approximately $[].
Debtor filed its Chapter 11 case to restructure its debt because it
was insolvent and could not make payments to creditors as they came
due. A creditor had filed a lawsuit against the Debtor shortly
before the bankruptcy filing. In order to preserve the value of the
estate and to reorganize its debts, Debtor filed a Chapter 11 case
on March 23, 2023.
The source of funds to be distributed pursuant to the Plan are
funds in the Disbursing Account and projected net profits of the
Debtor over 7 years. The funds in the Disbursing account and net
profits shall be used for payment of creditors as provided in
Article III.
Below are the unsecured claims and will be treated as follows:
Class 5 consists of all general unsecured claims that were filed
or scheduled above the value of $2,100. These claims will be paid
back at 5 percent of their allowed amount, without interest, over 7
years from the Effective Date of the Plan from the net profits of
the Debtor. Class 5 is impaired.
Class 6 consists of all general unsecured claims that were filed
or scheduled at a value less than $2,100. These claims will not be
paid pursuant to 11 U.S. 1122(b), since 5% repayment on the amounts
of these claims would result in an administrative inconvenience.
Class 6 is impaired.
The Debtor's Counsel:
Ashvin Pandurangi, Esq.
VIVONA PANDURANGI, PLC
211 Park Ave.
Falls Church, Virginia 22046
Tel: (571) 969-6540
Fax: (571) 699-0518
E-mail: ashvinp@vpbklaw.com
A copy of the Disclosure Statement dated Jan. 24, 2024, is
available at https://tinyurl.ph/lwMdW from PacerMonitor.com.
About Bridge Communications
Bridge Communications LLC is a video production and communications
company.
Bridge Communications filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No.
23-10467) on March 23, 2023. The petition was signed by Edward
Tropeano as owner. At the time of filing, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities.
Judge Brian F. Kenney oversees the case.
Ashvin Pandurangi, Esq., at Vivona Pandurangi, PLC, is the Debtor's
counsel.
BYJU'S ALPHA: $1.20BB Bank Debt Trades at 72% Discount
------------------------------------------------------
Participations in a syndicated loan under which BYJU's Alpha Inc is
a borrower were trading in the secondary market around 27.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.20 billion facility is a Term loan that is scheduled to
mature on November 24, 2026. About $1.18 billion of the loan is
withdrawn and outstanding.
Think & Learn Private Limited, doing business as Byju's, provides
online educational services.
BYJU'S ALPHA: Seeks Cash Collateral Access, $260MM DIP Loan
-----------------------------------------------------------
BYJU's Alpha, Inc. asks the U.S. Bankruptcy Court for the District
of Delaware for authority to use cash collateral and obtain
postpetition financing.
The Debtor seeks to obtain a senior secured, superpriority
debtor-in-possession credit facility in an aggregate principal
amount up to $260 million, $20 million of which will be new money
term loans from a consortium of lenders and GLAS Trust Company
LLC, as administrative and collateral agent.
The DIP Loans will mature on the date which is 2 years following
the date of the first draw thereunder; provided, that the Credit
Documentation will provide the right for individual Lenders to
agree to extend the maturity date of the outstanding DIP Loans held
by such Lenders upon the request of the Borrower and without the
consent of any other Lender.
The Debtors are required to comply with these milestones:
(a) the filing of an order for relief with respect to Byju's
Alpha on or before February 1, 2024,
(b) the entry of an order of the bankruptcy court in form and
substance acceptable to the DIP Lenders no later than 3 business
days after the Petition Date that authorizes the use of cash
collateral pending approval of the Final Order,
(c) the entry of an order of the bankruptcy court in form and
substance acceptable to the DIP Lenders no later than 45 days after
the Petition Date, that, among other matters (i) authorizes the
Debtor to execute and perform under the terms of the Credit
Documentation, (ii) authorizes the Delayed Draw to be incurred
after the date of such final order, and (iii) approves the
incurrence of additional roll-up term loans in the amount to be
agreed by the Required Lenders, and
(d) the filing of at least one complaint by the Debtor with
respect to the Litigation Claims does not occur on or before []
days after the chapter 11 filing by Byju's Alpha.
As of the Petition Date, the Debtor has over $1.4 billion in
outstanding borrowings, representing the entire principal amount of
the term loans outstanding plus accrued and outstanding interest,
certain premiums, and fees, under the Credit and Guaranty
Agreement, dated as of November 24, 2021, by and among the Debtor,
Think and Learn Private Limited, a company established under the
laws of India with corporate identification number
U80903KA2011PTC061427, certain subsidiaries of the Parent
Guarantor, each lender from time to time party thereto, and GLAS
Trust Company LLC, a limited liability company organized and
existing under the laws of the State of New Hampshire, as
administrative agent and as collateral agent. Approximately $5
million of such aggregate outstanding borrowings were extended
under the Prepetition Credit Agreement by participating lenders in
the lead-up to the chapter 11 case.
As adequate protection for the use of cash collateral, the
Prepetition Secured Parties will be granted adequate protection
liens to the extent of any diminution in value, if any, of their
interest in the prepetition collateral resulting from, as provided
in the Bankruptcy Code, the use by the Debtor of such collateral,
including the cash collateral, or the imposition or enforcement of
the automatic stay pursuant to 11 U.S.C. section 362(a), as well as
superpriority administrative expense claims to the extent of any
Diminution in Value, reimbursement of reasonable and documented
professional fees and expenses, and reporting obligations
consistent with the Prepetition Credit Agreement.
A copy of the motion is available at https://urlcurt.com/u?l=g9ZvzK
from PacerMonitor.com.
About BYJU's Alpha, Inc.
BYJU's Alpha, Inc. designs and develops education software
solutions. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10140) on February
1, 2024. In the petition signed by Timothy R. Pohl, chief executive
officer, the Debtor disclosed up to $1 billion in assets and up to
$10 billion in liabilities.
Judge John T. Dorsey oversees the case.
YOUNG CONAWAY STARGATT & TAYLOR, LLP and QUINN EMANUEL URQUHART &
SULLIVAN, LLP represent the Debtor as legal counsel.
Counsel to GLAS Trust Company LLC, as Prepetition Agent:
Patrick J. Nash, P.C., Esq.
Kirkland & Ellis LLP
300 N La Salle Dr.
Chicago, IL 60654
- and -
Brian Schartz, P.C., Esq.
Andrew Townsell
Kirkland & Ellis LLP
601 Lexington Ave.
New York, NY 10022
- and -
Laura Davis Jones, Esq.
Peter J. Keane, Esq.
Pachulski Stang Ziehl & Jones
919 N Market St # 1700
Wilmington, DE 19801
- and -
David Pisciotta, Esq.
Nicholas Vislocky, Esq.
Reed Smith
599 Lexington Avenue
New York, NY, 10022
Counsel to the Prepetition Secured Lenders:
Cahill Gordon & Reindel LLP
32 Old Slip
New York, NY 10005
Joel Moss, Esq.
Jordan Wishnew, Esq.
- and -
G. David Dean, Esq.
Cole Schotz
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
CANDY CLUB: Unsecureds Owed $6M to Get 0.005% in Plan
-----------------------------------------------------
Candy Club, LLC, et al., submitted a Combined Plan of
Reorganization and Disclosure Statement.
The Debtors' plan to reorganize involves a restructure of the
Debtors' balance sheet including: conversion of certain immediately
due and payable amounts into long term debt, reduction of other
prepetition secured debt, and reduction of prepetition vendor and
operating liabilities. The plan also contemplates rolling the
existing DIP Loan into exit financing on the same or substantially
similar terms with the same lender, GemCap.
The Debtors obtained senior secured, postpetition financing on a
priming, superpriority basis from Industrial Funding Group, Inc.,
in its capacity as Lender under the DIP Facility (the "Initial DIP
Lender") pursuant to the definitive loan and security agreement
attached to the DIP Orders by and among the Debtors and the DIP
Lender, consisting of a revolver loan in the aggregate maximum
principal amount of $2,000,000 (the "DIP Revolver"), and including,
without limitation, principal, interest, fees, expenses, and other
costs of the DIP Lender in these Chapter 11 Cases, in accordance
with the terms and conditions set forth herein and in the DIP
Facility, of which (a) an initial maximum aggregate amount of up to
$1,250,000 of new money was made available to the Debtors following
entry of the interim order, and (b) the balance was made available
upon entry of the final order.
The DIP Facility Documents and all of Initial DIP Lender's rights,
title, and interest in the DIP Facility were promptly assigned by
the Initial Lender to GemCap Solutions, LLC, a Delaware limited
liability company ("GemCap Solutions") following the initial
funding; and GemCap Solutions' subsequent assignment of the DIP
Facility Documents and all of its's rights, title and interest in
the DIP Facility to GemCap Holdings, LLC, a Delaware limited
liability company ("GemCap Holdings") (GemCap Holdings together
with GemCap Solutions, "GemCap" and GemCap together with the
Initial DIP Lender, the "DIP Lender").
Under the Plan, Class 3 – General Unsecured Claims total
$6,271,967.57 and will recover 0.005% of their claims. Each Holder
of an Allowed General Unsecured Claim against the Debtors will
receive its Pro Rata share of the GUC Cash Pool, up to the full
amount of its Allowed\ General Unsecured Claim. Class 3 is
impaired.
"GUC Cash Pool" means $30,000 to be used solely for payment of
Allowed General Unsecured Claims, and not for any satisfaction of
any other Claims or for any other purpose, which payment shall be
funded on or before the Effective Date. The GUC Pool shall be
funded from the DIP Facility, the Debtors' Cash on hand, or
proceeds of the Debtors' accounts receivable, if any, and subject
to availability of each.
The Debtors shall fund distributions under the Plan, as applicable,
with: (1) the proceeds of the DIP Facility; (2) the Exit Facility
or the proceeds thereof; (3) the New Equity Capital, and (4) the
Debtors' Cash on hand, each as available. Each distribution and
issuance referred to in Article VI of the Plan shall be governed by
the terms and conditions set forth in the Plan applicable to such
distribution or issuance and by the terms and conditions of the
instruments or other documents evidencing or relating to such
distribution or issuance, which terms and conditions shall bind
each Entity receiving such distribution or issuance.
The Confirmation Hearing to consider the final approval of the Plan
and Disclosure Statement and confirmation of the Plan has been set
for Feb. 21, 2024 at 1:00 P.M. (prevailing Central Time).
Objections to the final approval of the Plan and Disclosure
Statement or objections to confirmation of the Plan must be in
writing and must be filed with the Clerk of the Bankruptcy Court
and served on counsel for the Debtors to ensure receipt on or
before 5:00 P.M. (prevailing Central Time), on Feb. 16, 2024.
Bankruptcy Rule 3007 governs the form of any such objection.
The Bankruptcy Court has directed that, to be counted for voting
purposes, your ballot must be received by the Debtors' counsel not
later than Feb. 16, 2024 at 4:00 p.m. (prevailing Central Time).
Counsel for the Debtors:
Veronica A. Polnick, Esq.
Zachary McKay, Esq.
Emily Meraia, Esq.
Courtney L. Cameron, Esq.`
JACKSON WALKER L.L.P.
1401 McKinney St., Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
E-mail: vpolnick@jw.com
zmckay@jw.com
emeraia@jw.com
ccameron@jw.com
A copy of the Combined Plan of Reorganization and Disclosure
Statement dated Jan. 24, 2024, is available at
https://tinyurl.ph/nxuww from PacerMonitor.com.
About Candy Club
Candy Club, LLC and affiliates design, market, and sell premium,
branded confectionary products in the United States. They
distribute confections to over 12,000 customers across all 50
states.
The Debtors sought protection under Chapter 11 of the US Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 23-60048) on July 27, 2023.
In the petition signed by Keith Cohn, chief executive officer, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Christopher M. Lopez oversees the case.
Jackson Walker LLP represents the Debtor as legal counsel. Stretto,
Inc. is the claims, noticing and solicitation agent.
CANO HEALTH: S&P Cuts ICR to 'D' on Chapter 11 Bankruptcy Filing
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Medicare
Advantage-focused primary care service provider Cano Health Inc. to
'D' from 'CCC-'.
At the same time, S&P lowered its issue-level rating on the
company's senior secured term loan to 'D' from 'CCC-'.
S&P also lowered its issue-level rating on its senior unsecured
notes to 'D' from 'C'.
S&P said, "We downgraded Cano after it filed for bankruptcy under
Chapter 11 of the U.S. Bankruptcy Code. This follows a
deterioration in its profitability and cash flow due, in large
part, to rising medical costs and the increase in short-term
interest rates. We expect to reassess our ratings on the company
and its new capital structure when it emerges from bankruptcy."
CAPTAIN YURI'S: Wins Cash Collateral on Final Basis
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized Captain Yuri's Charters, Inc. to use
cash collateral, on a final basis, in accordance with the budget,
with a 10% variance.
The Debtor is authorized to use the cash collateral with monthly
adequate protection payments to the U.S. Small Business
Administration in the amount of $410 per month. The SBA is granted
a replacement lien in the Debtor's post-petition cash collateral to
the extent of any post-petition usage of cash collateral during the
interim period and to the same extent, validity, and priority as
its pre-petition lien.
The Debtor is authorized to use the cash collateral, effective as
of the petition date, to pay secured creditor Centennial Bank
adequate protection payments of $3,575 each month postpetition,
beginning in October 2023, and to be paid on a monthly basis due no
later than the 28th of each month. In accordance with the Order and
the Court's Amended Interim Order (DE 63), the Debtor must cure all
past due adequate protection payments on or before January 25,
2024. The Debtor will make the adequate protection payments by wire
transfer, cashier's check, or other form of certified funds.
There will be a carve-out in the budget for the inclusion of fees
due the Clerk of Court and the U.S. Trustee pursuant to 28 U.S.C.
section 1930, and to the extent not already included in the budget
for the adequate protection payments described in the Motion.
A copy of the order is available at https://urlcurt.com/u?l=Ejx1cI
from PacerMonitor.com.
About Captain Yuri's Charters
Captain Yuri's Charters, Inc. filed Chapter 11 petition (Bankr.
S.D. Fla. Case No. 23-17488) on Sept. 19, 2023, with up to $50,000
in assets and $500,001 to $1 million in liabilities. Yuri Vakselis,
president, signed the petition.
Judge Robert A. Mark oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group PA serves as the
Debtor's bankruptcy counsel.
CARESTREAM DENTAL: $160MM Bank Debt Trades at 83% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Carestream Dental
Inc is a borrower were trading in the secondary market around 16.9
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $160 million facility is a Term loan that is scheduled to
mature on September 1, 2025. The amount is fully drawn and
outstanding.
Carestream Health, Inc., headquartered in Rochester, New York, is a
supplier of imaging and IT systems to the medical and dental
communities and to other markets.
CARESTREAM DENTAL: $375MM Bank Debt Trades at 24% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Carestream Dental
Technology Inc is a borrower were trading in the secondary market
around 76.4 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $375 million facility is a Term loan that is scheduled to
mature on September 1, 2024. The amount is fully drawn and
outstanding.
Headquartered in Atlanta, Ga., Carestream Dental is a manufacturer
of dental imaging systems and a provider of dental practice
management software. The company is owned by affiliates of Clayton,
Dubilier & Rice and CareCapital Advisors.
CBDMD INC: Issues $1.54M Promissory Notes to Five Investors
-----------------------------------------------------------
cbdMD, Inc., disclosed in a Form 8-K filed with the Securities and
Exchange Commission that effective Feb. 1, 2024, it entered into a
Securities Purchase Agreement dated Jan. 30, 2024 with five
institutional investors whereby the Investors advanced the Company
an aggregate of $1,250,000 gross proceeds and the Company issued
each Investor an Senior Secured Original Issue Discount Convertible
Promissory Note, in the aggregate principal amount of $1,541,666.
The Company intends to use the proceeds from the issuance of the
Notes for working capital and general corporate purposes.
Each Note bears interest of 8% per annum and matures on July 30,
2025. The Note is convertible into shares of common stock at any
time following the date of issuance at the Investor's option at an
initial conversion price of $0.684 per share, subject to certain
adjustments. If 30 calendar days, 60 calendar days, 90 calendar
days, 120 calendar days, or 180 calendar days after the effective
date of the Registration Statement, the Conversion Price then in
effect is higher than the Market Conversion Price then in effect on
the Adjustment Date, the Conversion Price shall automatically
decrease to the Market Conversion Price. The Conversion Price is
subject to a $0.30 floor price.
Furthermore, at any time after the issuance of the Note, the
Company may, after written notice to the Investor, prepay any
portion or all outstanding Principal Amount by paying an amount
equal to 125% of the Principal Amount then being prepaid
(representing a 25% prepayment premium payable to the Investor
which shall not constitute a principal repayment); provided that a
Registration Statement registering all of the Conversion Shares
issuable under the Note shall have been declared effective. If the
Company elects to prepay the Note, the Investor shall have the
right, upon written notice to the Company within five Trading Days
of the Investor's receipt of a Prepayment Notice, to convert up to
100% of the Prepayment Amount at the Conversion Price, upon the
terms provided in the Note.
Upon the occurrence of any Event of Default (as defined in the
Note), the Interest rate shall automatically be increased to the
lesser of 22% per annum or the highest amount permitted by law. In
the event that such Event of Default is subsequently cured (and no
other Event of Default then exists), the adjustment shall cease to
be effective as of the day immediately following the date of such
cure; provided that the Interest as calculated and unpaid at such
increased rate during the continuance of such Event of Default
shall continue to apply to the extent relating to the days after
the occurrence of such Event of Default through and including the
date of such cure of such Event of Default.
In addition, upon the occurrence of Event of Default, which has not
been cured within any applicable cure period, the Company shall be
obligated to pay to the Investor the Mandatory Default Amount,
which Mandatory Default Amount shall be payable to the Investor on
the date the Event of Default giving rise thereto occurs. In the
event the Note shall be converted following the occurrence of an
Event of Default, the Investor shall have the option to convert the
Mandatory Default Amount, upon the terms provided in the Note.
The Note provides that the Investor will not have the right to
convert any portion of the Note, if, together with its affiliates,
and any other party whose holdings would be aggregated with those
of the Investor for purposes of Section 13(d) or Section 16 of the
Securities of 1934, as amended, would beneficially own in excess of
4.99% of the number of shares of the Company's common stock
outstanding immediately after giving effect to such conversion;
provided, however, that the Beneficial Ownership Limitation shall
be increased to 9.99% on the 61th day upon receipt of a written
notice by the Investor delivered to the Company, and provided
further, in no event shall the Beneficial Ownership Limitation
exceed 9.99%. Furthermore, the Investors shall not have the right
to receive upon conversion of the Notes any shares of common stock
in excess of 19.9% of the Company's currently issued and
outstanding common stock, if the issuance of such shares of would
exceed the aggregate number of shares of common stock which the
Company may issue upon conversion the Notes without breaching the
Company's obligations under the rules of the NYSE American. Under
the terms of the Purchase Agreement the Company shall file a proxy
statement within 30 days of the date of the Purchase Agreement and
hold a special meeting of shareholders (which may also be at the
annual meeting of shareholders) at the earliest practical date, but
in no event later than 90 calendar days after the date of the
Purchase Agreement, for the purpose of obtaining shareholder
approval of the issuance of the excess shares of common stock.
The Notes are secured by a first priority security interest as
evidenced by and to the extent set forth in that certain Security
Agreement dated as of the Closing Date, by and between the Company
and the Investors.
The Purchase Agreement also contains customary representations and
warranties of the Company and the Investors, indemnification
obligations of the Company, termination provisions, and other
obligations and rights of the parties.
In addition, pursuant to the Purchase Agreement, the Company
entered into a Registration Rights Agreement with the Investors
pursuant to which the Conversion Shares issuable to the Investor,
subject to certain conditions, are entitled to registration under
the Securities Act of 1933, as amended. Pursuant to the
Registration Rights Agreement, the Company is required to, within
10 Trading Days following the Closing Date, file a registration
statement to register the Conversion Shares and to cause such
registration statement to be effective within 60 days following the
Closing Date, covering the resale by the Investors of the
Conversion Shares.
About cbdMD, INC.
Headquartered in Charlotte, NC, cbdMD, Inc. -- www.cbdmd.com --
owns and operates the nationally recognized CBD (cannabidiol)
brands cbdMD, Paw CBD and cbdMD Botanicals. Its mission is to
enhance its customer's overall quality of life while bringing CBD
education, awareness and accessibility of high quality and
effective products to all. The Company sources cannabinoids,
including CBD, which are extracted from non-GMO hemp grown on farms
in the United States.
Charlotte, North Carolina-based Cherry Bekaert LLP, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated Dec. 22, 2023, citing that the Company has
historically incurred losses, including a net loss of
approximately
[$23 million] in the current year, resulting in an accumulated
deficit of approximately $174 million as of Sept. 30, 2023. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
CCS-CMGC HOLDINGS: $500MM Bank Debt Trades at 18% Discount
----------------------------------------------------------
Participations in a syndicated loan under which CCS-CMGC Holdings
Inc is a borrower were trading in the secondary market around 81.7
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $500 million facility is a Term loan that is scheduled to
mature on October 1, 2025. The amount is fully drawn and
outstanding.
CCS-CMGC Holdings, Inc. operates as a holding company. The Company,
through its subsidiaries, provides health care services.
CITY BREWING: $850MM Bank Debt Trades at 24% Discount
-----------------------------------------------------
Participations in a syndicated loan under which City Brewing Co LLC
is a borrower were trading in the secondary market around 76.1
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $850 million facility is a Term loan that is scheduled to
mature on April 5, 2028. The amount is fully drawn and
outstanding.
City Brewing Company, LLC operates as a brewery company. The
Company produces beverages by contract, including beer, malts,
teas, and energy drinks.
CONSOLIDATED COMMUNICATIONS: Moody's Affirms B3 Corp. Family Rating
-------------------------------------------------------------------
Moody's affirmed Consolidated Communications, Inc.'s B3 corporate
family rating, B3-PD probability of default rating, and B3 ratings
on the senior secured first lien bank credit facilities and senior
secured first lien notes. Moody's also maintained Consolidated's
SGL-3 speculative grade liquidity rating (SGL). The outlook was
changed to negative from stable.
The change in outlook to negative reflects Consolidated's
decreasing financial flexibility with material funding required in
2024 and potentially in 2025 associated with the fiber buildout of
the company's footprint. For this year and next, Moody's projects
that Consolidated must rely on its undrawn revolving credit
facility (as of September 30, 2023) expiring in October 2027, to
fund its capital requirements. Moody's projects Consolidated's
total debt-to-EBITDA (inclusive of Moody's Adjustments) will be
7.4x at year-end 2024 and 6.7x at year-end 2025.
Searchlight Capital Partners, L.P. (Searchlight, current owner of
34% of the outstanding shares) is expected to inject an additional
$300 million in equity capital post completion of the company's
going private transaction to enhance the company's liquidity
profile. On October 16, 2023, Consolidated entered into a
definitive agreement to be acquired by Searchlight and British
Columbia Investment Management. On January 31, 2023, this
transaction received shareholder approval and management expects
the transaction to close by the first quarter of 2025 subject to
regulatory approvals.
Execution of its business plan that results in steady deleveraging
along with a liquidity infusion from its sponsor upon the closing
of the take private transaction could result in a change in outlook
to stable.
RATINGS RATIONALE
Consolidated's B3 CFR reflects the company's very high financial
leverage, declining liquidity, and execution risks associated with
the company's on-going capex program to transform its legacy
copper-based network to fiber. Since 2020, Consolidated has spent
more than $1.9 billion (Moody's Adjusted) to in part upgrade its
copper based network and expand its fiber footprint reaching 45% of
the company total passings. The Company's business strategy entails
reaching approximately 70% of its network with fiber. At a cost of
around $700-$800 per passing to upgrade/expand the network to
fiber, Consolidated requires additional capital to fund further
expansion. Absent access to capital markets, Moody's projects
Consolidated will need to draw on its revolver in 2024 and in 2025,
despite a material decline in projected growth capex. The
reduction in capex, although over a temporary period of two years,
will slow the company's fiber roll-out and directly impact its
ability to pursue future revenue growth opportunities as speed to
market with superior offerings is key to competing effectively.
At the same time, the rating takes into consideration the company's
valuable assets, and continued solid demand for high-speed
broadband access.
Moody's expects Consolidated to have adequate liquidity over the
next 12 to 15 months, supported by $90 million in cash as of
September 30, 2023, $214.6 million in availability (net of $35.4
million in letters of credit) under the company's revolving credit
facility expiring October 2027, and Moody's expectation of around
$174 million of negative free cash flow for full year 2024 and $72
million in 2025 (after expected growth capital expenditures).
The revolving credit facility contains various provisions and
covenants, including, among other items, restrictions on the
ability for the company to pay dividends in cash prior to October
2, 2027. In addition, the revolver contains a springing maximum
first lien net leverage covenant to be tested when 35% or more of
the revolver is outstanding at the end of each quarter. The first
lien net leverage test is 7.75x to December 31, 2024, 7.50x to
March 31, 2025, 7.25x to June 30, 2025, 7.00x to September 30,
2025, 6.75x to December 31, 2025, 6.50x to March 31, 2026, 6.25x to
June 30, 2026, 6.00x to September 30, 2026, and 5.85x to October 1,
2026 and thereafter.
Moody's projects that the company will rely on the revolver over
the next 12 months. If the covenants were to be tested, Moody's
projects that there will be limited headroom over the requirement
due to covenant step downs by year end 2024. The term loans are
covenant-lite. Lastly, Moody's liquidity analysis excludes the
$300 million in potential equity contribution as part of the
proposed going private transaction by Searchlight Capital Partners,
L.P. (a private equity firm that currently hold a 34% stake in the
company's public common shares).
Consolidated's CIS-4 Credit Impact Score indicates the rating is
lower than it would have been if ESG risk exposures did not exist.
The score reflects the company's aggressive financial policy, high
leverage, and limited financial flexibility as well as changing
demographic and societal trends towards the use of wireline
connectivity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Consolidated achieves a long-term
solution to its financing needs, the company's operating
performance and liquidity improves, and total debt-to-EBITDA
(inclusive of Moody's Adjustments) is sustained below 6.0x.
The ratings could be downgraded if the company's liquidity position
and operating performance deteriorates, total debt-to-EBITDA is
sustained above 7.0x, or the company's growth strategy materially
stalls.
Headquartered in Mattoon, IL, Consolidated is a broadband and
business communications provider offering a wide range of
communications solutions to consumer, commercial and carrier
customers across a 22-states service area.
The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
CONVERGEONE HOLDINGS: $1.11BB Bank Debt Trades at 50% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which ConvergeOne
Holdings Inc is a borrower were trading in the secondary market
around 50.4 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $1.11 billion facility is a Term loan that is scheduled to
mature on January 4, 2026. About $1.09 billion of the loan is
withdrawn and outstanding.
ConvergeOne Holdings, Inc. operates as a holding company. The
Company, through its subsidiaries, provides managed cloud, cyber
security, enterprises networking, data center, application and
software development, security infrastructure, and hosted
collaboration solutions.
CUMULUS MEDIA NEW: $525MM Bank Debt Trades at 27% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Cumulus Media New
Holdings Inc is a borrower were trading in the secondary market
around 73.4 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $525 million facility is a Term loan that is scheduled to
mature on March 31, 2026. About $328.2 million of the loan is
withdrawn and outstanding.
Headquartered in Atlanta, Ga., Cumulus Media New Holdings Inc. is
the third largest radio broadcaster in the U.S. with 405 stations
in 86 markets, a nationwide network serving more than 9,500
broadcast affiliates, and numerous digital channels. In addition,
Cumulus has several digital businesses (including podcasting,
streaming, and marketing services), and live events. Cumulus
emerged from Chapter 11 bankruptcy protection in June 2018.
CURO GROUP: OCO Capital Has 6.3% Stake as of Dec. 31
----------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, OCO Capital GP, LLC disclosed that as of Dec. 31,
2023,
it beneficially owned 2,600,000 shares of common stock of Curo
Group Holdings Corp., representing 6.30% based on 41,300,542 shares
of Common Stock reported to be outstanding on the Issuer's
Quarterly Report on Form 10-Q filed on Nov. 2, 2023. A full-text
copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1711291/000089457924000087/ococapital13ga01312024.htm
About Curo Group
Headquartered in Chicago, IL, Curo Group Holdings COrp. is a
tech-enabled, omni-channel consumer finance company serving a full
spectrum of non-prime, near-prime and prime consumers in portions
of the U.S. and Canada. CURO was founded over 25 years ago to meet
the growing needs of consumers looking for alternative access to
credit. The Company continuously updates its products and
technology platform to offer a variety of convenient, accessible
financial and loan services.
Curo Group reported a net loss of $185.48 million for the year
ended Dec. 31, 2022. As of Dec. 31, 2022, the Company had $2.79
billion in total assets, $2.84 billion in total liabilities, and a
total stockholders' deficit of $54.13 million.
* * *
As reported by the TCR on May 26, 2023, S&P Global Ratings raised
its issuer credit rating on Curo Group Holdings Corp. to 'CCC+'
from 'SD'. S&P said, "While the debt exchange improved Curo's
liquidity by over $100 million, we expect the company to continue
generating negative net income in 2023. We take a balanced view of
the company's debt restructuring. Curo was able to address its
liquidity needs, but it added debt with higher interest rates to
its capital structure."
Moody's Investors Service downgraded Curo Group Holdings Corp.'s
corporate family rating to Caa2 from Caa1, the TCR reported on May
24, 2023. Moody's said the downgrade of Curo's CFR to Caa2 from
Caa1 was driven by deterioration in the company's credit profile
over the past year following the acquisitions of Heights Finance
and First Heritage, two near prime installment businesses, and the
sale of its legacy US deep subprime lending business.
CURRENT ENERGY: Seeks Cash Collateral Access
--------------------------------------------
Current Energy, LLC asks the U.S. Bankruptcy Court for the District
of Colorado for authority to use cash collateral and provide
adequate protection.
The Debtor requires the use of cash collateral to pay operating
expenses.
Pre-petition, in September 2021, the Debtor entered into a Loan
Agreement and Security Agreement for a loan in the amount of
approximately $2 million with Sunflower Bank, N.A. Pursuant to the
Security Agreement, Sunflower was provided with a lien on
substantially all of the Debtor's assets. The Debtor's books and
records reflect that Sunflower Bank was owed $2 million on the
Petition Date. Sunflower perfected its interest by filing a
financing statement with the Colorado Secretary of State on
September 16, 2021 at Reception No. 2021090413.
The Debtor entered into an agreement with Sunflower to assume a
Commercial Line of Credit, which line of credit was secured by a
lien on the Debtor's assets, including accounts, receivables, and
cash equivalents. The Debtor's books and records reflect that the
amount owed on account of the line of credit was approximately
$748,100 as of the Petition Date. Sunflower perfected its interest
in accounts and receivables by the November 1, 2022 at Reception
No. 20222111557.
In June 2023, the Debtor entered into a term loan with the Small
Business Administration in the amount of approximately $131,000.
The SBA perfected its lien by filing a UCC-1 Financing Statement on
June 9, 2023 at Reception No. 20232056636.
Other parties who may have an interest in accounts or cash
collateral are Contracfor, Inc. and Billd Exchange, Inc. The Debtor
entered into factoring agreements with Constrafor and Billd
pursuant to which Constrafor and Billd purchased certain identified
receivables and took over collection of such receivables. The
Debtor intends to assume the contracts with Constrafor and Billd
and/or enter into similar post-petition agreements, as the
agreements provide a significant benefit to the Debtor's cash flow.
The Debtor's primary assets are its accounts receivables which are
used to pay subcontractors, material suppliers, and laborers as
well as funding operations. On the Petition Date, the Debtor had
receivables in the amount of $1.6 million and funds in accounts in
its account in the amount of $6,938. The Debtor also had materials
and inventory in the amount of approximately $672,123.
In order to provide adequate protection for the Debtor's use of
cash collateral to secured creditors, the Debtor has proposed
adequate protection for the Secured Creditors or any other creditor
with a lien on cash collateral as set forth below. The proposal
provides the following treatment on account of cash collateral:
a. The Debtor will provide the Secured Creditors with a
post-petition lien on all postpetition accounts receivable and
contracts and income derived from the operation of the business and
assets, to the extent that the use of the cash results in a
decrease in the value of the Secured Creditors' interest in the
collateral pursuant to 11 U.S.C. Section 361(2). All replacement
liens will hold the same relative priority to assets as did the
pre-petition liens;
b. The Debtor will only use cash collateral in accordance with the
Budget, subject to a deviation in expenses not to exceed 15%
without the prior agreement of the Secured Creditors or an order of
the Court;
c. The Debtor will keep all of the Secured Creditors' collateral
fully insured;
d. The Debtor will provide the Secured Creditors wi th a complete
accounting, on a monthly basis, of all revenue, expenditures, and
collections through the filing of the Debtor's Monthly Operating
Reports; and
e. The Debtor will maintain in good repair all of the Secured
Creditors' collateral.
A copy of the motion is available at https://urlcurt.com/u?l=M79KOF
from PacerMonitor.com.
About Current Energy
Current Energy, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-10213) on Jan.
17, 2024, with $100,001 to $500,000 in assets and $1,000,001 to $10
million in liabilities.
Judge Michael E. Romero oversees the case.
Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, P.C. represents
the Debtor as legal counsel.
D&S ENTERPRISES: Class 4 General Unsecured Claims Are Unimpaired
----------------------------------------------------------------
D&S Enterprises, Inc. submitted a Disclosure Statement pursuant to
section 1125 of the Bankruptcy Code describing the Plan of
Reorganization/Liquidation.
The Debtor is a Pennsylvania corporation with a physical address of
136 Campsite Road, Bernville, Pennsylvania and maintains its office
at the same location. Scot Powell is the President of the Debtor
and an authorized representative of the Debtor. The Debtor is a
singleasset real estate entity owner of the property at 136
Campsite Road, Bernville, Pennsylvania (the
"Property").
The Property is operated as a campsite with approximately 238
campsite locations on approximately 42.2 acres of land. The
Property has been owned and operated as a campsite by Debtor since
1985.
The Debtor's assets consist of the Property. Although the Debtor
currently does not have an exact value of the Property, Debtor
obtained an appraisal dated January 18, 2022 from PJL Realty
Advisors, Inc., (the "PJL Appraisal"). The PJL Appraisal concluded
that the as-is market value of the Property is $5,000,000 as of
January 18, 2022. The current indebtedness alleged by the first
position secured creditor, Hopkins, is $2,722,789.18 as of November
2, 2023. The amount of the judgment confessed by Hopkins is not
disputed by Debtor.
The Plan proposes that Debtor remain in possession of the Property
pending a refinancing of the Property, a sale of the Property under
Section 363 of the Bankruptcy Code or a sale of the Property
through an auction. Debtor has submitted the Plan with a
refinancing term sheet (referred to in the Plan as the "Tovia Term
Sheet"). If the refinancing of the Property under the
Tovia Term Sheet does not close/fund, or if the 363 sale does not
occur, then Debtor will proceed to auction the Property for sale
with a floor sale price of Four Million Dollars ($4,000,000.00).
The Debtor believes that the proposed refinancing or sale of the
Property represents the most likely means of achieving full
repayment of Debtor's secured and unsecured creditors who are
subordinate to Hopkins. If Hopkins is permitted to execute upon its
confessed judgment, the Debtor believes that Hopkins will likely
take possession of the Property by credit bid at a sheriff's sale
in execution upon its judgment, resulting in no sale proceeds for
distribution to Debtor's other creditors.
Under the Plan, Class 4 General Unsecured Claims are unimpaired.
Each holder of an Allowed Unsecured Claim shall receive payment
from the proceeds of the refinancing or sale of the Property. The
treatment and consideration to be received by holders of Class 4
Allowed Claims shall be in full settlement, satisfactions, release
and discharge of their respective Claims and Liens.
No interest will be paid on account of Class 4 Claims. No Unsecured
Claim will be Allowed to the extent that it is for post-Petition
interest or other similar post-Petition charges.
General Unsecured Claims in Class 4 are not secured by Property of
the Debtor and are not entitled to priority under s 507(a) of the
Bankruptcy Code. Any mechanics' lien claims that were not properly
filed and perfected prior to the Petition Date will be treated as
General Unsecured Claims and included in Class 4.
Debtor estimates that there are five to ten creditors in Class 4.
Debtor believes the Plan will result in payment in full of Allowed
Class 4 Claims. The treatment and consideration to be received by
holders of Class 4 Allowed Claims shall be in full settlement,
satisfactions, release and discharge of their respective Claims and
Liens.
The Plan shall be funded by the refinancing or sale of the Debtor's
Assets pursuant to Sections 363(b) and (f) of the Bankruptcy Code.
Alternatively, if the refinancing does not close/fund or if the
Section 363 sale does not occur, then Debtor will proceed to
auction the Property for sale with a floor sale price of Four
Million Dollars ($4,000,000.00). Debtor believes this funding of
the Plan will maximize proceeds available for distribution by
allowing a refinancing or orderly sale of the Property. Debtor
believes that, if Hopkins is permitted to execute upon its
confessed judgment by sheriff's sale, Hopkins would credit bid at
such sale in an amount that would result in there being no proceeds
available for distribution to other creditors.
Attorney for the Debtor:
Mark S. Haltzman, Esq.
Eric B. Freedman, Esq.
SILVERANG, ROSENZWEIG & HALTZMAN, LLC
900 East Eighth Avenue, Suite 300
King of Prussia, PA 19406
Tel: (610) 263-0115
E-mail: MHaltzman@sanddlawyers.com
A copy of the Disclosure Statement dated Jan. 26, 2024, is
available at https://tinyurl.ph/LLZCG from PacerMonitor.com.
About D&S Enterprises
D&S Enterprises, Inc., a company in Bernville, Pa., filed Chapter
11 petition (Bankr. E.D. Pa. Case No. 23-13318) on Nov. 2, 2023,
with $1 million to $10 million in both assets and liabilities. Scot
Powell, president, signed the petition.
Judge Patricia M. Mayer oversees the case.
Mark S. Haltzman, Esq., at Silverang Rosendzweig & Haltzman, LLC
serves as the Debtor's legal counsel.
DELCATH SYSTEMS: Soleus Capital Entities Report 0% Equity Stake
---------------------------------------------------------------
Soleus Capital Master Fund, L.P., Soleus Capital, LLC, Soleus
Capital Group, LLC, and Guy Levy disclosed in a Schedule 13G/A
filed with the Securities and Exchange Commission that as of Dec.
31, 2023, they have ceased to beneficially own shares of common
stock of Delcath Systems, Inc.
Mr. Guy Levy is the sole managing member of Soleus Capital Group,
LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and
Mr. Guy Levy disclaims beneficial ownership of these securities
held by Master Fund and this report shall not be deemed an
admission that they are the beneficial owners of such securities
for purposes of Section 13(d) of the Exchange Act, or for any other
purpose, except to the extent of their respective pecuniary
interests therein.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/872912/000121390024009363/ea192411-13ga1soleus_delcath.htm
About Delcath Systems
Headquartered in New York, NY, Delcath Systems, Inc. --
http://www.delcath.com-- is an interventional oncology company
focused on the treatment of primary and metastatic liver cancers.
The Company's lead product candidate, the HEPZATO KIT (melphalan
hydrochloride for injection/hepatic delivery system), is a
drug/device combination product. HEPZATO is designed to administer
high-dose chemotherapy to the liver while controlling systemic
exposure and associated side effects.
Delcath reported a net loss of $36.51 million for the year ended
Dec. 31, 2022, compared to a net loss of $25.65 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$30.60 million in total assets, $25.31 million in total
liabilities, $18.37 million in mezzanine equity, and a total
stockholders' deficit of $13.07 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
The Company believes that current cash and cash equivalents will
enable the Company to have sufficient cash through the launch of
HEPZATO. If there is a substantial delay in the launch of HEPZATO,
the Company expects to need to raise additional capital under
structures available to the Company, including debt or equity
offerings, which may not be on favorable terms. If
commercialization were significantly delayed, the Company would not
have sufficient funds to meet its obligations within 12 months from
the issuance date of these condensed consolidated financial
statements. As such, there is uncertainty regarding the Company's
ability to maintain liquidity sufficient to operate its business
effectively, which raises substantial doubt about its ability to
continue as a going concern, according to the Company's Quarterly
Report for the period ended Sept. 30, 2023.
DNP EATS: Court OKs Deal on Cash Collateral Access
--------------------------------------------------
DNP Eats, LLC sought and obtained entry of an order from the U.S.
Bankruptcy Court for the Central District of California, Los
Angeles Division, authorizing the use of cash collateral in
accordance with the budget and its agreement with the U.S. Small
Business Administration, through February 29, 2024
Pre-petition, on March 11, 2022, the Debtor executed an SBA Note,
pursuant to which the Debtor obtained a COVID Economic Injury
Disaster Loan in the amount of $500,000. The terms of the Note
require the Debtor to pay principal and interest payments of $2,575
every month beginning 24 months from the date of the Note over the
30 year term of the SBA Loan, with a maturity date of on March 11,
2052. The SBA Loan has an annual rate of interest of 3.75% and may
be prepaid at any time without notice or penalty. As of the
Petition Date, the amount due on the SBA Loan was $514.679.
As evidenced by a Security Agreement executed on or about March 11,
2022, and a valid UCC-1 filing on March 25, 2022 as Filing Number
U220178291736, the SBA Loan is secured by all tangible and
intangible personal property.
Subject to the terms and conditions of the Stipulation, the Parties
agree that portions of the Personal Property Collateral constitute
the cash collateral of the SBA, pursuant to 11 U.S.C. Sections 361,
362, 363(a), (c)(2), and (e). The SBA consents to the Debtor's
continued use of cash collateral through and including February 29,
2024 for payment of the ordinary and necessary expenses as set
forth in the budget.
As adequate protection, retroactive to the Petition Date, SBA will
receive a replacement lien(s) that is deemed valid, binding,
enforceable, non-avoidable, and automatically perfected, effective
as of the Petition Date, on all post-petition revenues of the
Debtor to the same extent, priority and validity that its lien
attached to the Personal Property Collateral. The scope of the
Replacement Lien is limited to the amount (if any) that the cash
collateral diminishes post-petition as a result of the Debtor's
post-petition use of the cash collateral. Notwithstanding any of
the foregoing, the Replacement Lien will not include any liens or
claims for relief arising under the U.S. Bankruptcy code.
The Debtor will remit adequate protection payments to the SBA in
the amounts and terms as set forth in the applicable SBA Loan
documents, with the first payment to be paid on or before May 15,
2023 in the amount of $1,500, and continuing until further order of
the Court regarding interim and/or final use of cash collateral, or
the entry of an order confirming the Debtor's plan of
reorganization, whichever occurs earlier.
The Debtor agrees to maintain insurance on the Personal Property
Collateral and to designate SBA as a loss payee or additional
insured in accordance with the SBA Loan and related loan documents
and agrees to provide proof of insurance within seven days upon
written request of SBA.
A copy of the stipulation is available at
https://urlcurt.com/u?l=7CFrfz from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=V4BG53
from PacerMonitor.com.
About DNP Eats, LLC
DNP Eats, LLC is part of the food service industry. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 23-12093) on April 6, 2023. In the
petition signed by Dan Pham, managing member, the Debtor disclosed
up to $500,000 in assets and up to $10 million in liabilities.
Judge Deborah J. Saltzman oversees the case.
Blake J. Lindemann, Esq., at Lindemann Law, APC, represents the
Debtor as legal counsel.
DOMUS BWW: 47 East Still Has Issues With Amended Plan
-----------------------------------------------------
47 EAST 34th Street (N.Y.), LP, filed an objection to Domus BWW
Funding, LLC and 1801 Admin, LLC's Amended Disclosure Statement
with Respect to Amended Join Plan of Reorganization of Debtors, the
Amended Joint Plan of Reorganization of Debtors, the Amended
Solicitation Procedures of the Debtors, and the Proposed
Solicitation Order of the Debtors, all filed on Dec. 21, 2023.
On Nov. 3, 2023, the Debtors filed a Disclosure Statement with
Respect to Joint Plan of Reorganization of Debtors (the "Disclosure
Statement"), the Joint Plan of Reorganization of Debtors, and the
Proposed Solicitation Procedures (the "Solicitation Procedures"),
as well as a Motion to Approve, inter alia, the Disclosure
Statement and the Solicitation Procedures Order.
On Dec. 8, 2023, 47 East filed an Amended Objection (the "Amended
Objection") to the Motion.
While the Debtors addressed a number of the objections raised to
the original disclosure statement, a few objections remain for the
parties to either reconcile or for judicial determination.
To the extent that the Court is willing to entertain plan
objections at this time, 47 East submits that the Amended Plan is
patently unconfirmable for numerous reasons, including because the
Amended Plan violates the absolute priority rule, it impermissibly
contains a "death trap" provision, its exculpation clause is
impermissibly overbroad, and it does not include a provision for an
allowed claim for 47 East.
Amended Plan
The Plan was amended to provide that 47 East has no claim against
either Debtor and does not appear to provide for a mechanism for 47
East to participate in any plan distributions (regardless of their
sufficiency) should 47 East be determined to have claims against
the Debtors.
The initial plan provided that the holders of litigation claims
(thus including 47 East) would be included in Class 2B. The Amended
Plan, though, provides that Class 2B is made up exclusively of
certain litigation claimants, specifically, the Kinsella Claimants,
the Indemnification Claimants, and Town Place. Amended Plan,
Article I(A)(83). The Amended Plan further provides that, unless
otherwise ordered by the Bankruptcy Court, 47 East is neither
permitted to vote nor participate in any recovery by Class 2B. Id.
With the exception of a potential $15,000 per claimant recovery,
the Class 2B claimants are proposed to be paid from a separate fund
known as the Class 2B Fund. Amended Plan, Article II(B)(2b).
The Amended Plan provides that the Class 2B Fund will be made up
exclusively of the net proceeds (after the reimbursement to the
Debtors of, among other things, all fees, costs and expenses
arising from and in connection with investigating, pursuing,
prosecuting and/or compromising the adversary proceeding), if any,
of the recovery from the Adversary Proceeding. Amended Plan,
Article I(A)(28); IV(O). The Adversary Proceeding is defined as the
adversary proceeding commenced by the Debtors against their
insurance carriers captioned Domus BWW Funding, LLC et al v. Arch
Insurance Company et al., Amended Plan, Article I(A)(6,7), which is
pending in the Eastern District of Pennsylvania (the "District
Court"), at Case No. 2:23-cv-00094-JDW. That action involves
attempts by the Debtors to recover damages due to, among other
things, the failure of the Debtors' insurers to pay defense costs
incurred in the New York state court litigation involving 47 East.
Amended Plan, Article I, (A)(6).
On Dec. 7, 2023, the District Court entered an Order in the
Adversary Proceeding denying the Debtors' Motion for Partial
Summary Judgment in which the Debtors were seeking a ruling that,
as a matter of law, they are entitled to be reimbursed several
million dollars of fees and costs which they had expended. District
Court. On January 8, 2024, the District Court denied the Debtors'
motion for reconsideration and declined to certify the Order
denying summary judgment for appeal. District Court. Discovery in
the Adversary Proceeding is ongoing and the District Court does not
appear, as yet, to have set the case for trial. A copy of the
docket in the Adversary Proceeding is attached hereto as Exhibit
1.
Class 2B Fund. The bulk of the funds which would be available to
distribute to Class 2B claimants would come from a damage award in
the Adversary Proceeding arising out of a claim that the 47 East
litigation is a covered claim under available insurance policies.
As the Adversary Proceeding remains in the discovery phase and
liability and damages have not been established by the District
Court, the funding on the Class 2B Fund does not appear to be
imminent. Therefore, there is no reason at this time to not include
47 East – which is in the process of seeking permission from the
New York Court of Appeals to appeal the decision and order of the
New York Appellate Division (the "First Department") – in Class
2B.
Plan Voting and Solicitation Procedures. With regard to Plan
voting, 47 East submits that, as set forth herein, all litigation
claimants should have the right to vote their claims valued at $1,
as previously proposed to this Court by the Debtors.
Further, 47 East submits that the Amended Solicitation Procedures
and the Procedures Order should not be approved because the Amended
Solicitation Procedures and the Procedures Order contains
objectionable "deemed accepted" language, seeks to change the
procedures previously articulated to this Court, and does not
provide parties-in-interest with enough time for discovery.
Counsel for 47 East 34th Street (NY), L.P.:
Martin J. Weis, Esq.
Ira N. Glauber, Esq.
Yonit A. Caplow, Esq.
DILWORTH PAXSON LLP
1500 Market Street, Suite 3500E
Philadelphia, PA 19102
Tel: (215) 575-7000
E-mail: mweis@dilworthlaw.com
ycaplow@dilworthlaw.com
About Domus BWW Funding
Domus BWW Funding, LLC, and 1801 Admin, LLC filed their voluntary
Chapter 11 petitions (Bankr. E.D. Pa. Lead Case No. 22-11162) on
May 3, 2022, with up to $500,000 in assets and up to $50,000 in
liabilities.
Judge Eric L. Frank presides over the cases.
The Debtors tapped Aris J. Karlis, Esq., at Karalis PC as
bankruptcy counsel. Dinsmore & Shohl LLP, McGuireWoods LLP, Landis
Rath & Cobb LLP, Perkins Coie LLP, Gateley Plc, Anderson Kill PC,
and Dechert LLP serve as special counsel.
EAGAN AVENATTI LLP: Govt. Objects Trustee's Tax Return Info Demand
------------------------------------------------------------------
Gina Kim of Law360 reports that the U.S. government asked a
California federal judge Thursday, Jan. 25, 2024, to allow it to
appeal a bankruptcy court's decision ordering disgraced attorney
Michael Avenatti's tax returns to be released to the trustee
overseeing the estate of Eagan Avenatti LLP's bankruptcy, arguing
that disclosing them undermines Congress' interest in protecting
the confidentiality of the information.
About Eagan Avenatti
Headquartered in Newport Beach, California, Eagan Avenatti LLP
provided legal services specializing in commercial, civil law and
business litigation cases.
Eagan Avenatti filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 17-11878) on May 10, 2017. The Hon. Catherine E. Bauer
presided over the case. The Debtor tapped Baker & Hostetler LLP
and Pachulski Stang Ziehl & Jones, LLP, as counsel.
An involuntary case under Chapter 11 was previously filed against
Eagan Avenatti on March 1, 2017 (Bankr. M.D. Fla. Case 17-01329).
That case was transferred to the Santa Ana Division and reassigned
to Bankruptcy Judge Catherine E. Bauer under Case No. 17-11878.
The Office of the U.S. Trustee on June 16, 2017, appointed three
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 case. The Committee retained Dinsmore & Shohl
LLP, as counsel.
On Sept. 13, 2019, the law firm filed a Chapter 7 bankruptcy
petition (Bankr. C.D. Cal. 19-13560). Richard A. Marshack was
appointed Chapter 7 trustee of the Estate. The Trustee hired Force
10 Partners, LLC as the Estate's electronic document manager.
EAGLE PROPERTIES: Files Amendment to Disclosure Statement
---------------------------------------------------------
Eagle Properties & Investment, LLC submitted an Amended Disclosure
Statement with respect to Amended Plan of Reorganization dated
January 30, 2024.
The 25 properties currently owned by the company are believed to
have a value of approximately $10,579,500.00, which is the
aggregate value derived from broker price opinions, appraisals and
comparative market analysis reports received by the company.
The Debtor has sold 3002 Williamsburg and is seeking to abandon 4
of these properties: (a) 1001 Manning Drive, (b) 202 N. Port, (c)
213 N. Port, and (d) 1203 Cottage.
Classes 4(a)-(c) consists of the Secured Junior Priority Claims
(Properties to be Sold). This category consists of 3 classes
(Classes 4(a)-4(c)) consisting of secured claims of Bala Jain as
follows:
* Class 4(a) is valued at $0.00 as Bala Jain's lien against
1010 Lynn is alleged by the Debtor to have been fraudulently
recorded in Adversary Proceeding No. 23-01067-KHK. Accordingly, the
entirety of Bala Jain's claim against 1010 Lynn will be deemed
unsecured, and Bala Jain's Deed of Trust against 1010 Lynn shall be
ordered released. In the event the Bala Jain Adversary Proceeding
is unsuccessful in having Bala Jain's liens released against 1010
Lynn, this Class will be paid the net proceeds of sale after the
first lien is paid in full. Any residual amount asserted by Bala
Jain against 1010 Lynn will be treated as unsecured.
* Class 4(b) is valued at approximately $330,000.00 as a
second priority lien against 15474 Roxbury. This property will be
sold, and this Class will be paid the net proceeds of sale after
the first and second liens are paid in full. Any residual amount
asserted by Bala Jain against 15474 Roxbury will be treated as
unsecured.
* Class 4(c) is valued at $0.00 as Bala Jain's lien against
2565 Chain Bridge is junior to the lien of Virginia Partners Bank.
This property is to be sold, with all proceeds going to pay the
first priority lien. Accordingly, the entirety of Bala Jain's claim
against 2565 Chain Bridge will be deemed unsecured, and Bala Jain's
Deed of Trust against 2565 Chain Bridge shall be ordered released
upon sale.
Class 6 consists of the secured claim of LinkBank f/k/a Virginia
Partners Bank in the amount of $692,999.26 that is secured by a
first priority lien against commercial property located at 2565 and
2567 Chain Bridge Road. This claim shall initially receive monthly
payments in the amount of $4,380.44 that shall continue until 2565
Chain Bridge Road is sold. Upon the sale of this property, LinkBank
shall receive the entirety of the net proceeds after customary
costs of sale. LinkBank bank shall then have a lien against 2567
Chain Bridge Road in the amount of any remaining deficiency, which
shall be restructured and paid monthly payments over a 10-year term
with 30-year amortization and 6% interest.
Class 7 consists of all general unsecured claims allowed. The Plan
provides that Eagle Properties shall make distributions to holders
of the Class 7 Claims as follows:
* Quarterly payments from net proceeds of sales, loan, and
rental income for a period of five (5) years (after payment of
Allowed Secured Claims, taxes, and ordinary operating expenses) as
follows: 3Q24 ($350,000.00 estimated); 4Q24 ($150,000.00
estimated); 1Q25 ($325,000.00 estimated); 2Q25 ($100,000.00
estimated); 3Q25-1Q30 ($10,000.00) per quarter; and 2Q30
($350,000.00).
* Payments from proceeds arising from the Litigation Rights 30
days after any recovery or settlement.
Sources of funds for distributions to me made under the Plan
consist of:
* funds on hand as of the Effective Date and income generated
by Eagle Properties from business operations, loans, and sales of
properties during the life of the Plan;
* approximately $300,000.00 in Allowed Professional Fees that
will be paid directly from Amit and Monika Jain which shall be made
within 30 days after the Confirmation Date;
* proceeds of a Promissory Note owed by Amit and Monika Jain
in the total amount of $400,000.00 which will be payable by Amit
and Monika Jain over 59 months at 30-year amortization and 6%
interest ($2,250.00 per month), with a final balloon payment of
$298,000.00 in the 60th month after the Effective Date;
* net proceeds of litigation arising under the Litigation
Rights. In order to preserve and prosecute the Litigation rights, a
Litigation Trust shall be established, which shall consist solely
of the Litigation Rights, and Maurice VerStandig shall be the
Litigation Trustee. He shall promptly and diligently prosecute the
litigation, and any settlement shall be subject to Bankruptcy Court
approval after notice to all creditors.
A full-text copy of the Amended Disclosure Statement dated January
30, 2024 is available at https://urlcurt.com/u?l=qjUV8o from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Jeffery T. Martin, Jr., Esq.
John E. Reid, Esq.
MARTIN LAW GROUP, P.C.
8065 Leesburg Pike, Suite 750
Vienna, VA 22182
Tel: (703) 834-5550 Office
E-mail: jeff@martinlawgroupva.com
jack@martinlawgroupva.com
About Eagle Properties and Investments
Eagle Properties and Investments, LLC is a Vienna Va.-based company
engaged in leasing real estate properties. It owns 26 properties
valued at $9.37 million.
Eagle Properties and Investments a filed Chapter 11 petition
(Bankr. E.D. Va. Case No. 23-10566) on April 6, 2023, with
$9,429,800 in total assets and $14,716,136 in liabilities. Amit
Jain, manager, signed the petition.
Judge Klinette H. Kindred oversees the case.
The Debtor tapped the Law Offices of Sris, P.C. and N D Greene, PC.
as bankruptcy counsels; Whiteford, Taylor & Preston, LLP as special
counsel; and SC&H Group, Inc. as financial advisor and accountant.
ELECTRONICS FOR IMAGING: $875MM Bank Debt Trades at 35% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Electronics For
Imaging Inc is a borrower were trading in the secondary market
around 65.3 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $875 million facility is a Term loan that is scheduled to
mature on July 23, 2026. About $837.8 million of the loan is
withdrawn and outstanding.
Electronics for Imaging is a worldwide provider of products,
technology and services leading the transformation of analog to
digital imaging.
ELETSON HOLDINGS: Wants to Create Chapter 11 Litigation Trust
-------------------------------------------------------------
Yun Park of Law360 reports that bankrupt gas tanker company Eletson
Holdings proposed a plan to create a litigation trust in its
Chapter 11 case to pursue clawbacks and other lawsuits that would
benefit its noteholders and put it on a path for a confirmation
hearing in April.
About Eletson Holdings Inc.
Eletson Holdings Inc. is a family-owned international shipping
company, which touts itself as having a global presence with
headquarters in Piraeus, Greece as well as offices in Stamford,
Connecticut, and London.
At one time, Eletson claimed to own and operate one of the world's
largest fleets of medium and long-range product tankers and boasted
a fleet consisting of 17 double hull tankers with a combined
capacity of 1,366,497 dwt, 5 LPG/NH3 carriers with a combined
capacity of 174,730 cbm and 9 LEG carriers with capacity of 108,000
cbm.
Eletson Holdings, a Liberian company, is Eletson's ultimate parent
company and is the direct parent and owner of 100% of the equity
interests in the two other debtors, Eletson Finance (US) LLC, and
Agathonissos Finance LLC.
Eletson and its two affiliates were subject to involuntary Chapter
7 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 23-10322) filed on
March 7, 2023 by creditors Pach Shemen LLC, VR Global Partners,
L.P. and Alpine Partners (BVI), L.P. The petitioning creditors are
represented by Kyle J. Ortiz, Esq., at Togut, Segal & Segal, LLP.
On Sept. 25, 2023, the Chapter 7 cases were converted to Chapter 11
cases.
The Honorable John P. Mastando, III is the case judge.
Derek J. Baker, Esq., represents the Debtors as bankruptcy
counsel.
On Oct. 20, 2023, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Dechert LLP as its counsel.
ELEVATE TEXTILES: $250MM Bank Debt Trades at 25% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Elevate Textiles
Inc is a borrower were trading in the secondary market around 74.9
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $250 million facility is a Payment-in-kind Term loan that is
scheduled to mature on September 30, 2027. The amount is fully
drawn and outstanding.
Elevate Textiles, Inc. manufactures and supplies textile products
worldwide.
EMPLOYBRIDGE HOLDING: Eaton Vance EFT Marks $2.01MM Loan at 18% Off
-------------------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
$2,014,000 loan extended to Employbridge Holding Company, to market
at $1,652,067 or 82% of the outstanding amount, as of Nov. 30,
2023, according to a disclosure contained in EFT's Semi-Annual
Report on Form N-CSR for the period ended Nov. 30, 2023, filed with
the U.S. Securities and Exchange Commission.
EFT is a participant in a Term Loan (SOFR + 4.75%) to Employbridge
Holding Company. The loan accrues interest at a rate of 10.407%,
per annum. The loan matures on July 19, 2028.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
Employbridge Holdings, LLC operates as a holding company. The
Company, through its subsidiaries, offers human resources,
recruiting, temporary staffing, workforce management, and
consulting services. Employbridge Holdings serves customers in the
United States.
ENC PARENT: $450MM Bank Debt Trades at 18% Discount
---------------------------------------------------
Participations in a syndicated loan under which ENC Parent Corp is
a borrower were trading in the secondary market around 81.6
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $450 million facility is a Term loan that is scheduled to
mature on August 19, 2028. The amount is fully drawn and
outstanding.
ENC Parent Corporation ("ENC"), (dba Evans Network of Companies or
Evans Delivery) is an asset-light agent-based provider of services
to operators in the intermodal drayage, truckload, and freight
brokerage markets of the logistics industry. Services provided
include national and regional sales support to agents via a number
of back-office support functions including but not limited to
accounts receivable management, payment processing, insurance, and
compliance. ENC will be owned by PE firm Court Square Capital
Partners.
ENERSYS: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of EnerSys,
including the Ba2 corporate family rating, Ba2-PD probability of
default rating and Ba3 rating on the company's senior unsecured
notes. Moody's also changed the outlook to positive from stable.
The SGL-1 speculative grade liquidity rating remains unchanged.
The affirmation of the ratings reflects EnerSys' scale and position
in the energy solutions market in the Americas and EMEA. Moody's
also expects that price mix outpacing cost inflation and
efficiencies from restructuring will result in adjusted EBITA
margin of over 10% through fiscal 2025, even as revenue growth will
be challenged over the next year. This includes demand pressures
from the company's telecom and broadband end-markets.
The positive outlook reflects Moody's expectation of robust free
cash flow, despite higher capital expenditures and a weak macro
environment. Cash flow will benefit from expected tax credits for
qualifying battery products over the next several years. Moody's
also expects EnerSys to maintain moderate leverage even if it
undertakes debt funded acquisitions.
RATINGS RATIONALE
EnerSys' ratings reflect the strength in demand for its high margin
Thin Plate Pure Lead (TPPL) core technology as well as the
recurring nature of sales of its products, driven by periodic
replacement cycles for energy systems. EnerSys also has good
customer and geographic diversification. However, some of the
company's end-markets are cyclical, including industrial and
telecom. EnerSys is also highly exposed to commodity price
volatility for lead, the primary raw material for its products.
Moody's expects leverage below 3x over the next year, though this
could increase with significant debt funded acquisitions, which are
likely for product expansion and to build scale. Moody's expects
the company to follow a prudent capital approach when undertaking
debt funded acquisitions or share buybacks.
The SGL-1 speculative grade liquidity rating reflects Moody's
expectation the company will maintain very good liquidity.
Liquidity is supported by solid free cash flow, a cash balance of
about $330 million and revolver availability of over $700 million.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if debt-to-EBITDA is sustained at or
below 3x and EBITA margin is expected to reach 13% or higher.
Consistently robust free cash flow and maintenance of very good
liquidity are also requirements for an upgrade.
The ratings could be downgraded if debt-to-EBITDA approaches 4x or
EBITA margin falls below 9%. In addition, deteriorating free cash
flow or the adoption of aggressive financial policies could result
in a downgrade of the ratings.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
EnerSys (NYSE: ENS), headquartered in Reading, PA, is one of the
world's largest manufacturers, marketers and distributors of stored
energy systems used in various industrial end markets. The company
also manufactures related products such as chargers, power
equipment, cabinet enclosures and battery accessories. In addition,
the company provides aftermarket and customer-support services for
energy systems. EnerSys operates in four segments: Energy Systems,
Motive Power, Specialty and New Ventures. Revenue was approximately
$3.7 billion for the twelve months ended September 30, 2023.
ERCOLE USA: Linda Leali Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 21 appointed Linda Leali, Esq., as
Subchapter V trustee for Ercole USA, LLC.
Ms. Leali will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Leali declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Linda M. Leali
Linda M. Leali, P.A.
2525 Ponce De Leon Blvd., Suite 300
Coral Gables, FL 33134
Phone: (305) 341-0671, ext. 1
Fax: (786) 294-6671
Email: leali@lealilaw.com
About Ercole USA
Ercole USA, LLC, doing business as FBS Fortified and Ballistic
Security, offers security doors and windows. The company is based
in West Palm Beach, Fla.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-10853) on January 30,
2024, with $92,428 in assets and $1,513,380 in liabilities. David
Vranicar, managing director, signed the petition.
Judge Mindy A. Mora oversees the case.
Julianne Frank, Esq., at Julianne Frank, Atty at Law represents the
Debtor as bankruptcy counsel.
EVERGREEN ACQCO 1: Moody's Upgrades CFR to B1, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has upgraded Evergreen AcqCo 1 LP's (dba
"Savers Value Village") corporate family rating to B1 from B2, its
probability of default rating to B1-PD from B2-PD, its senior
secured first lien term loan, senior secured first lien revolving
credit facility and its backed senior secured first lien notes
ratings to B1 from B2. At the same time, Moody's assigned a SGL-1
speculative grade liquidity rating (SGL). The outlook is maintained
at stable.
The upgrade reflects governance considerations including Savers
Value Village's debt repayment using the proceeds from its initial
public offering which, along with the company's solid operating
performance, has resulted in enhanced credit metrics. The upgrade
also reflects Moody's expectation for continued solid operating
performance as it will continue to benefit from favorable demand
trends for low cost thrift store clothing and hard goods which will
lead to further improvement in credit metrics over the next 12-18
months. Savers Value Village's newly assigned SGL-1 represents very
good liquidity including meaningful excess cash, solid free cash
flow generation and nearly full availability under its $75 million
revolving credit facility as of September 30, 2023, fueled by high
margins on low-cost inventory sourced from on-site donations,
non-profit partners, and GreenDrop locations.
RATINGS RATIONALE
Savers Value Village's B1 CFR is supported by a differentiated
business model and market position in for-profit thrift goods
sector across its 321 stores in the US, Canada and Australia. The
ratings are also supported by the company's recession-resistant
growth given its low average price point with few trade down
options as well as its ability to source low-cost inventory from
on-site donations, non-profit partners and green drop locations.
Savers Value Village's debt/EBITDA is modest at 3.2x for the
last-twelve-month period ending September 30, 2023. Savers Value
Village's ratings are constrained by its remaining control
ownership (84%) by its private equity sponsor, small scale compared
to other rated retailers as well as foreign exchange (FX) exposure
from its Canadian (about half of stores) and Australian (12 stores)
operations. The company is also sensitive to wage increases on its
labor-intensive business model, however, recent investments in
self-checkout, central processing, automated book processing
centers, and GreenDrop sites reduce the company's reliance on labor
to sort product and operate stores.
The stable outlook reflects the expectation that the company will
maintain its very good liquidity and that financial policies will
be more temperate despite remaining majority owned by private
equity now that it has completed its public offering.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade would require a reduction in its private equity
ownership such that it is no longer a controlled company and the
large majority of its board members are independent. An upgrade
would also require, maintaining very good liquidity evidenced by
positive free cash flow, debt/EBITDA sustained below 3.5x and
EBITA/interest expense sustained above 2.75x.
The ratings could be downgraded if the company fails to maintain at
least good liquidity. The ratings could also be downgraded if
Savers sustains debt/EBITDA above 4.25x or EBITA/interest expense
below 2.0x.
Headquartered in Bellevue, Washington, Savers Value Village
operated 321 for-profit thrift stores as of September 30, 2023, in
the United States, Canada, and Australia under the Savers, Value
Village, and Village des Valeurs, Unique and 2nd Ave banners.
Annual revenue for 2023 was approximately $1.5 billion. The company
went public through an initial public listing in July 2023 and
trades on The New York Stock Exchange under the trading symbol SVV.
The company is approximately 84% owned by Ares Management.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
EYECARE PARTNERS: $250MM Bank Debt Trades at 46% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Eyecare Partners
LLC is a borrower were trading in the secondary market around 54.1
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $250 million facility is a Term loan that is scheduled to
mature on November 15, 2028. About $246.9 million of the loan is
withdrawn and outstanding.
EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a
medically focused eye care services provider. EyeCare Partners is
vertically integrated, providing optometry, ophthalmology and
retail products.
EYECARE PARTNERS: $300MM Bank Debt Trades at 68% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Eyecare Partners
LLC is a borrower were trading in the secondary market around 31.6
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $300 million facility is a Term loan that is scheduled to
mature on November 15, 2029. The amount is fully drawn and
outstanding.
EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a
medically focused eye care services provider. EyeCare Partners is
vertically integrated, providing optometry, ophthalmology and
retail products.
FANJOY CO: Unsecureds to Get Share of Disposable Income
-------------------------------------------------------
Fanjoy Co. submitted an Amended and Restated Plan of
Reorganization.
The Debtor is an online company that provides platform and
merchandise marketplace services to social media content creators
("Content Creators"). Debtor has been operating since 2014.
Debtor's client Content Creators each have anywhere from hundreds
of thousands to hundreds of millions of social media "followers"
across various social media platforms, including, but not limited
to, YouTube, Instagram, Twitch, and TikTok (collectively, their
"Followers").
On May 30, 2023, the Superior Court for the State of California,
County of Los Angeles appointed James Wong as receiver (the
"Receiver") over Debtor (the "Receivership"). Debtor filed for
Chapter 11 bankruptcy on August 8, 2023 (the "Petition Date") with
the purpose of reorganizing Debtor's Business for a return to
profitability and in an effort to provide an equitable return to
all of its creditors.
Class 8 consists of General Unsecured Claims. After payment of
Allowed Administrative Expense Claims in full, then Creditor
Payments shall be paid pro-rata to Allowed Priority Claims, and
then pro-rata to holders of Allowed Unsecured Claims in Class 8.
The Class 8 Claims are Impaired by the Plan.
"Creditor Payment" means the projected disposable income after
payment of the other class payments set forth on the Budget
attached as Exhibit "B" (the "Budget") and reservation of necessary
cash reserves of Debtor to be received in the five-year period
beginning on the date that the first payment is due under this
Plan, which will be applied to make payments under the Plan, as
more specifically set forth on Exhibit "B" to this Plan in the line
item entitled "Other Creditors." The Creditor Payment shall be
fixed based upon the amount set forth on the Budget attached as
Exhibit "B" to this Plan.
The source of funds for the payments pursuant to the Plan is
Debtor's continued operations.
Attorneys for the Debtor:
Leslie M. Pineyro, Esq.
Leon S. Jones, Esq.
Mark D. Gensburg, Esq.
Jones & Walden LLC
699 Piedmont Ave NE
Atlanta, GA 30308
Tel: (404) 564-9300
A copy of the Plan of Reorganization dated Jan. 20, 2024, is
available at https://tinyurl.ph/YnGkH from PacerMonitor.com.
About Fanjoy Co.
Fanjoy Co. has been operating since 2014 and was incorporated in
Delaware in 2014 to provide platform and merchandise marketplace
services to social media content creators. The Debtor operates the
fanjoy.co website, which provides end-to-end design, production,
fulfillment, customer support, e-mail marketing, photoshoots,
product shots, and paid advertisement services for its Content
Creators. The business is operated by the Debtor's principal,
Christopher Vaccarino, out of his residence in Brookhaven,
Georgia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57565) on Aug. 8,
2023, with up to $500,000 in assets and up to $10 million in
liabilities. Christopher Vaccarino, president, signed the
petition.
Judge Paul W. Bonapfel oversees the case.
Leslie Pineyro, Esq., at Jones and Walden, LLC, represents the
Debtor as legal counsel.
FARWELL VENTURES: Unsecureds to Get Nothing in Plan
---------------------------------------------------
Farwell Ventures Inc. submitted a Second Amended Plan of
Reorganization dated Jan. 24, 2024.
The Debtor prepared financial projections for three years
identifying projection income and expenses, and proposing payment
of outstanding debt, which are attached hereto and incorporated
herein as Exhibit 2. The financial projections assume that customer
interest and volume will continue to increase at Hook & Fade, and
at SimGym, once SimGym moves to a new location and becomes fully
operational winter end of 2024. The Debtor's income will continue
to have seasonal fluctuations, but the Debtor anticipates being
able to cover ordinary expenses as they come due, as shown on the
financial projections. Therefore, the projections are stated in
estimated amounts as of the date of the filing of this Plan, and
the Debtor's income and expenses should remain relatively
consistent with the projections, assuming that no events take
place, such as a world-wide pandemic, that would have a
catastrophic effect on the Debtor's business operations, or serious
medical issues of Shin that limit his ability to manage and operate
the Debtor. At this point, Shin's medical condition remains free of
brain tumor and his prior treatment remains effective. There is no
expectation for implementation of contingency arrangements.
Given the Debtor's seasonal income fluctuations, the Debtor's cash
on hand is typically lowest around the end of June each year, which
necessitates keeping cash on hand as an emergency cushion to bridge
the gap that results from the seasonality of the Debtor's business.
However, expenses, other than labor and inventory, remain fairly
constant from month to month, and do not fluctuate in the same way
as income.
Payment of non-priority general unsecured claims. Non-priority
general unsecured creditors holding allowed claims will not receive
distributions based on the projected cash flow and the liquidation
analysis, which do not provide for any funding to general unsecured
creditors of the Debtor.
Under the Plan Class 6 consists of Non-priority unsecured
creditors. No payments will be made to non-priority general
unsecured claims. Class 6 is impaired.
The Debtor will implement and fund the Plan by continuing to
operate the Hook & Fade and SimGym locations and generate income,
as set forth in the attached financial projections. Shin shall
remain the owner and manager, and the Debtor shall make all
disbursements called for by the Plan.
Attorneys for Farwell Ventures Inc.
Claire Ann Richman, Esq.
RICHMAN & RICHMAN LLC
122 W. Washington Ave., Suite 850
Madison, WI 53703-2732
Tel: (608) 630-8992
Fax: (608) 630-8991
E-mail: crichman@RandR.law
A copy of the Plan of Reorganization dated Jan. 24, 2024, is
available at https://tinyurl.ph/Plccp from PacerMonitor.com.
About Farwell Ventures
Farwell Ventures, Inc. is a golf simulator lounge where it provides
the gloves, the clubs, and the balls. Based in Madison, Wisc.,
Farwell Ventures conducts business under the names Hook & Fade and
SimGym.
Farwell Ventures filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 23-11125) on June
30, 2023, with $1 million to $10 million in assets and
liabilities.
Jerome Kerkman of Kerkman & Dunn has been appointed as Subchapter V
trustee.
Claire Ann Richman, Esq., at Steinhilber Swanson, LLP represents
the Debtor as counsel.
FOLEY PRODUCTS: Moody's Hikes CFR & Secured First Lien Debt to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded Foley Products Company, LLC's
corporate family rating to B1 from B2 and probability of default
rating to B1-PD from B2-PD. At the same time, Moody's upgraded the
rating on the senior secured first lien bank credit facility to B1
from B2. The outlook is maintained at stable.
The upgrade reflects Foley's strong profitability, which is
expected to maintain robust with continued infrastructure demand
and growth in residential end markets. Foley's profitability, in
addition to some debt reduction, has supported a decline in
leverage to below 2.0x for the last twelve months ending September
30, 2023. Solid cash flow generation and execution of regional
expansion plans further support the upgrade.
RATINGS RATIONALE
The B1 CFR is supported by Foley's leading position in concrete
pipes for water infrastructure in the Southeast US and high
profitability with EBITA margin in the low 40% range. The ratings
are further supported by Foley's track record of improving
profitability along with scale over the past several years while
executing its geographic expansion. Consistent free cash flow
generation and low leverage further strengthen credit quality.
Considerations offsetting these credit strengths include Foley's
small-scale operations that create vulnerability to sudden shocks
and geographic concentration that creates reliance on regional
economic conditions. The company's growth strategy exposes it to
execution risk involving the integration of acquired assets and
expansion outside of historical core markets.
Despite the long tenure and operational know-how of Foley's
management team, it remains to be seen whether the company would
maintain its current financial policy in the event of a change in
ownership from its current majority owner, Frank Foley. Having a
clearer succession plan with respect to the future control of the
company would reduce the risk of sudden and fundamental change in
the company's financial policy.
Liquidity is strong, supported by $22 million of cash on the
balance sheet as of September 30, 2023. Moody's expects Foley to
continue to generate positive free cash flow and to direct cash
flow generation toward tax distributions in the form of dividends
and acquisitions. External liquidity is limited relative to
revenues with a $35 million revolving credit facility. The revolver
had no borrowings as of September 30, 2023, and Moody's does not
project reliance on the facility over the next 12 months.
The stable outlook reflects Moody's expectation that demand for
Foley's product portfolio, including concrete pipe and precast will
remain solid in its end markets, supporting revenue generation and
profitability. The stable outlook further incorporates ongoing M&A
funded from cash flow generation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is unlikely in the near term given the company's size
and relatively limited geographic diversity. Moody's could consider
upgrading the ratings if scale and geographic diversity continue to
improve and with the maintenance of strong profitability and
liquidity while maintaining the following credit metrics:
debt/EBITDA is below 3.0x and EBITA/interest expense is above
4.0x.
Moody's could downgrade the ratings if industry conditions
deteriorate and negatively affect Foley's profit and cash flow
generation. Pressure on the ratings could also result if there is
implementation of aggressive financial policy actions including
large, debt-financed acquisitions or shareholder distributions.
Specifically, Moody's would downgrade the ratings if debt/EBITDA is
above 4.0x or EBITA/interest expense is below 3.0x.
Headquartered in Newnan, Georgia in the United States, Foley
Products Company, LLC is a manufacturer of concrete pipes for
sewage/culverts and precast concrete products mainly in the
Southeastern region of the United States. Foley generated about
$400 million of revenues pro forma for acquired assets for the last
twelve months ending September 2023.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
FORGOTTEN BOARDWALK: Wins Cash Collateral Access Thru Feb 29
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Forgotten Boardwalk Brewing, LLC to use cash collateral on an
interim basis, in accordance with the budget, with a 20% variance,
through February 29, 2024.
The Debtor requires the use of cash collateral to meet its ordinary
cash needs (and for such other purposes as may be approved in
writing by CUNJ) for the payment of the Debtor's actual expenses
necessary to (a) maintain and preserve its assets, and (b) continue
operation of its business, including payroll and payroll taxes, and
insurance expenses as reflected in the Budget.
As of the Petition Date, the Debtor remains indebted to the Credit
Union of New Jersey in the approximate amount of $275,612, due and
owing on the secured loan made by CUNJ to the Debtor.
The CUNJ Loan is purportedly secured by a first-priority security
interest in substantially all of the Debtor's assets.
As adequate protection for the use of cash collateral, CUNJ is
granted replacement liens pursuant to 11 U.S.C. Sections 361 and
363(c) and (e), to the extent CUNJ's cash collateral is used by the
Debtor and to the extent of any diminution in the value of CUNJ's
collateral, with the same priority in the Debtor's post-petition
collateral, and proceeds thereof, that CUNJ held in the Debtor's
pre-petition collateral.
The Debtor will pay to CUNJ as adequate protection the sum of
$5,560 on or before the last day of each month during the Interim
Period.
A further hearing on the matter is set for February 20, 2024 at 4
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=JvShqh from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$9,468 for the week beginning February 12, 2024;
$631 for the week beginning February 19, 2024;
$10,033 for the week beginning February 26, 2024.
About Forgotten Boardwalk Brewing
Forgotten Boardwalk Brewing, LLC is a wholesaler of beer, wine and
distilled alcoholic beverage based in Cherry Hill, N.J.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-10327) on January 12,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Jamie Queli, chief executive officer,
signed the petition.
Judge Andrew B. Altenburg, Jr. oversees the case.
Douglas G. Leney, Esq., at Archer & Greiner, P.C. represents the
Debtor as legal counsel.
FREEDOM PLUMBERS: March 12 Disclosure Statement Hearing Set
-----------------------------------------------------------
Court has entered an order that the hearing to consider the
approval of the Disclosure Statement of Freedom Plumbers
Corporation will be held at Judge Kindred's Courtroom, 200 S.
Washington Street, 3rd Floor, Courtroom III, Alexandria, VA. on
Mar. 12, 2024, at 12:00 o'clock p.m.
Mar. 5, 2024, is fixed as the last day for filing and serving in
accordance with Fed. R. Bankr. P. 3017(a) written objections to the
Disclosure Statement.
Within 7 days after entry of this order, the Disclosure Statement
and Plan must be distributed in accordance with Fed. R. Bankr. P.
301 7(a).
About Freedom Plumbers
Freedom Plumbers Corporation is a Virginia corporation that was
formed in 2018 and engaged in the plumbing industry.
The Debtor filed a Chapter 11 petition (Bankr. E.D. Va. Case No.
23-11654) on Oct. 12, 2023, with $500,001 to $1 million in both
assets and liabilities.
The Debtor tapped Steven R. Fox, Esq., at The Fox Law Corporation,
Inc., as lead bankruptcy counsel and RoganMillerZimmerman, PLLC, as
local counsel.
FREEMANVILLE LIFEHOPE: Gen. Unsecureds Owed $75K to Get 100%
------------------------------------------------------------
Freemanville Lifehope House LLC submitted a Third Amended
Disclosure Statement.
Debtor was formed in 2016 to acquire 12 acres of real property in
Milton, GA (the "Real Property"). The principal owner (90%) is
Scott Honan.! The Real Property was divided by a metes and bound
description in accordance with local ordinances. However, the new
parcels have not yet been platted in the real property records. In
the process of renovating the existing home in 2017 and 2018, it
was determined in 2018, that the house was riddled with mold all
the way down to the framing, and so it was determined to demolish
the existing home. In the beginning of 2019, a new home was drawn
and permitted and construction started in the summer of 2019. Mr.
Honan and companies he owns financed all of the new construction
for the home. In the second quarter of 2020 construction stalled
due to Covid. In May 2021, debtor
sought financing through Civic Financial Services, LLC ("Civic").
However, because of the unique nature of the Real Property
(subdividing under local ordinance but not platted in the real
estate records and the existence of a conservation easement) the
lender imposed certain requirements that resulted in a land swap
with an entity owned by Mr. Honan. The loan was closed, and
renovations recommenced. One of the key steps in the renovation,
was the relocation of a power line through Georgia Power.
Debtor had previously intended to refinance the 12 acres of real
property located in Milton, Georgia (the "Real Property") to fund
payment to creditors. However, the unique nature of the Real
Property and the lack of contiguous road access has presented
obstacles to refinancing. Debtor has since identified a purchaser
for the Real Property, but the potential purchaser requires that a
"land swap" occur prior to closing. The proposal will involve
swapping two parcels (approximately 2.25 acres) for two different
parcels (approximately 3.0 acres) to create contiguous road access
(the "Land Swap"). Based on recent land sales, the Land Swap will
involve parcels of similar value and will increase the value of the
Real Property for the estate. The Debtor will use the funds of the
sale of the Real Property to pay creditors. The sale will only be
completed if it generates sufficient funds to pay all creditors in
full at closing.
The requirements for the Property Swap are as follows
(collectively, "Property Swap Requirements"): Debtor will have 7
days from the date of confirmation of this plan to complete the
Land Swap. Debtor will obtain all required permits to complete
construction on the Real Property within 60 days of the Land Swap.
The Real Property must be sold within 120 days of receiving the
required permits. The Debtor's sale of the Real Property must be
for an amount that satisfies AFL Mortgage 2, LLC's ("AFL Mortgage")
lien in full. Should the Debtor fail to meet any of the Property
Swap Requirements, the automatic stay concerning the Real Property
will immediately become terminated, annulled, vacated and modified
such that AFL Mortgage, their successors and assigns, are allowed
to enforce all interests in the Real Property, including the right
to foreclose. This relief shall be effective immediately, without
any further act or notice, upon the Debtor's failure to comply with
any of the Property Swap Requirements outlined in this Article. The
stay otherwise imposed by Fed. R. Bankr. P. 4001(3) shall not be
applicable.
Classes of General Unsecured Claims:
Class 10 General Unsecured Claims total $75,000. The timely
filed, allowed claims of general, undisputed, liquidated, Class
unsecured, non-priority creditors will be paid in full upon the
closing of the sale of the Real Property. The amount paid to
holders in this class will satisfy their claims in full. Class 10
is impaired.
Class 11 Unsecured Disputed and/or un-liquidated claims for
which no proof of claim was filed. These creditors will be paid 0%
of the claims. Class 11 is impaired.
A failure by the reorganized Debtor to make a payment to a
creditor pursuant to the terms of the Plan shall be an event of
default for that specific creditor. If the reorganized Debtor fails
to cure an event of default as to payments to the specific creditor
within 10 days after the date of a written notice of default by the
creditor to the Debtor, then the creditor may: (a) accelerate the
remaining balance due under the Plan; and/or (b) exercise any and
all rights under any loan documents held by such a creditor and/or
under applicable state law without any need to seek approval of the
Bankruptcy Court.
Debtor shall not make any distribution of the funds to any
particular creditor until the amount owed to the particular
creditor equals or exceeds $15.00 or until the payments will result
in final payment to the creditor under the Plan.
Payments to creditors are to be made upon the closing of the
sale of the Real Property.
Attorneys for the Debtor:
Ian M. Falcone, Esq.
THE FALCONE LAW FIRM, P.C.
363 Lawrence Street.
Marietta, GA 30060
Tel: (770) 426-9359
E-mail: imf@falconefirm.com
A copy of the Disclosure Statement dated Jan. 26, 2024, is
available at https://tinyurl.ph/OLUku from PacerMonitor.com.
About Freemanville Lifehope House
Freemanville Lifehope House, LLC is primarily engaged in renting
and leasing real estate properties. It is based in Alpharetta, Ga.
Freemanville Lifehope House filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
22-59875) on Dec. 5, 2022. In the petition filed by its manager,
Mark Allen, the Debtor reported between $1 million and $10 million
in both assets and liabilities.
The Debtor is represented by Ian M. Falcone, Esq., at The Falcone
Law Firm.
FULL HOUSE: Moody's Affirms 'Caa1' CFR, Outlook Remains Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Full House Resorts, Inc.'s
ratings, including its Corporate Family Rating at Caa1, Probability
of Default Rating at Caa1-PD and Senior Secured Notes Rating at
Caa1. Moody's downgraded Full House's Speculative Grade Liquidity
("SGL") Rating to SGL-3 from SGL-2. The outlook remains stable.
The ratings affirmation reflects Full House's geographically
diversified operating footprint and higher earnings, largely from
newly opened casinos that will help Full House gradually reduce
leverage. Nonetheless, Moody's expects that Full House's
Debt/EBITDA will remain above the upgrade trigger of 6.0x in the
next 12 to 18 months because it will take longer for the Chamonix
Casino Hotel ("Chamonix") in Cripple Creek, Colorado to mature due
to opening delays primarily caused by construction labor
shortages.
The stable outlook reflects Moody's expectation that Full House's
earnings will continue to improve in the next 12 to 18 months.
Moreover, the company will generate positive free cash flow
adequate to cover its fixed charge coverage, while it gradually
reduces leverage.
RATINGS RATIONALE
Full House's Caa1 CFR reflects its very high leverage and appetite
for large and lengthy construction projects, including the Chamonix
Casino Hotel ("Chamonix") in Cripple Creek, Colorado. Chamonix is
largely completed as the casino opened in December 2023. However,
Moody's expects that it will take longer than previously
anticipated for the property to mature because of opening delays
primarily caused by construction labor shortages. Chamonix is the
market's first high-end casino hotel with approximate 300
guestrooms, which construction completed post-covid recovery where
Colorado's employment surpassed its pandemic peak and outperformed
the US national average. Colorado consistently has a higher labor
force participation rate than the US, which will challenge Full
House's ability to hire enough staff to open the casino hotel fully
in the coming quarters.
Full House's Debt/EBITDA remains very high at 10.1x for LTM
September 30, 2023. Its leverage improved from 12.1x at year-end
December 31, 2022, but remains well above the upgrade trigger of
6.0x despite the opening of The Temporary by American Place in
Waukegan, Illinois in February 2023. Moody's also expects that Full
House will need additional financing for the construction of the
permanent American Place casino, which is currently being delayed
because of pending lawsuits filed by an unsuccessful competitor for
the casino license against the City of Waukegan and the Illinois
Gaming Board ("IGB").
Full House's speculative grade liquidity rating of SGL-3 reflects
its high reliance on external sources of capital as a frequent user
of the revolver. The company also has large amounts of
project-based capital spend. Full House had $27 million outstanding
under its $40 million revolving credit facility at September 30,
2023 that will expire in March 2026. Positively, its senior secured
debt is not due until 2028 and it had $26 million of unrestricted
cash at September 30, 2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Full House demonstrates an ability to
cover interest expense with EBIT/Interest Expense above 1.0x, while
sustaining Debt/EBITDA at or below 6.0x. The company will also need
to generate positive free cash flow, which will likely come from
the successful opening and ramp-up of Chamonix. This will require
Full House to hire enough casino hotel staff, while being able to
attract the expected level of casino hotel visitation.
A deterioration in liquidity could lead to a downgrade. Ratings
could also be downgraded if there is a decline in Full House's
EBITDA performance from the existing properties, EBIT/Interest
Expense remains well below 1.0x, or the current improving trend in
Debt/EBITDA reversed such that Debt/EBITDA will increase to well
above 10.0x.
The principal methodology used in these ratings was Gaming
published in June 2021.
Full House Resorts, Inc. is a publicly traded company based in Las
Vegas, Nevada that operates six casino facilities. The company's
properties include the Temporary in Waukegan, Illinois; Silver
Slipper Casino and Hotel in Hancock County, Mississippi; Bronco
Billy's Casino and Hotel in Cripple Creek, Colorado; Rising Star
Casino Resort in Rising Sun, Indiana; and Stockman's Casino in
Fallon, Nevada. Full House also operates the Grand Lodge Casino at
the Hyatt Regency Lake Tahoe Resort, Spa and Casino in Incline
Village, Nevada under a lease agreement with the Hyatt
organization. Revenue for the publicly traded company for the 12
months ended September 30, 2023 was approximately $217.1 million.
FULL-CIRCLE ATHLETE: Wins Cash Collateral Access on Final Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida,
Tallahassee Division, authorized Full-Circle Athlete, LLC dba D1
Training Tallahasse to use cash collateral, on a final basis, in
accordance with the budget.
The Debtor will pay only those expenses necessary for the operation
of the business and not any pre-petition expenses, salaries,
professional fees, or insiders without further order of the Court.
As adequate protection of the Lender's interests in the cash
collateral, the Lender is granted a replacement lien to the same
nature, priority, and extent that the lender may have had
immediately prior to the Petition Date, on the Debtor's accounts,
accounts receivable, and other assets or property acquired by the
Debtor or the estate on or after the Petition Date.
The Debtor's authority to use cash collateral will terminate
immediately and upon the earlier of (a) an order of the Court; (b)
the conversion of the case to a case under Chapter 7; (c) the entry
of an order granting relief from the stay as to the Debtor's cash
collateral; (d) the dismissal of the Chapter 11 case.
A copy of the order is available at https://urlcurt.com/u?l=KL6P3g
from PacerMonitor.com.
About Full-Circle Athlete, LLC
Full-Circle Athlete, LLC, doing business as D1 Training
Tallahassee, is a membership-based state-of-the-art training
facility in Tallahassee, Fla. It offers one-on-one training, group
activities that encourage goal setting, and an environment that
promotes achievement.
Full-Circle Athlete filed Chapter 11 petition (Bankr. N.D. Fla.
Case No. 23-40240) on July 5, 2023, with $100,241 in assets and
$1,152,349 in liabilities. John Simmons, manager, signed the
petition.
Judge Karen K. Specie oversees the case.
Michael Moody, Esq., at Michael H. Moody Law, P.A. is the Debtor's
legal counsel.
FUTURE PRESENT: Wins Cash Collateral Access Thru March 31
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Future Present Productions, LLC dba GUM Studios to use
cash collateral on an interim basis in accordance with the budget,
with a 15% variance.
The U.S. Small Business Administration, Grow America Fund, Inc.,
and Pursuit Lending are the Debtor's pre-petition secured lenders.
The Debtor requires the use of cash collateral to continue paying
its obligations and preserve the assets of the estate as a going
concern.
The Debtor's authorization to use the cash collateral will commence
as of entry of the Interim Order by the Court and terminate upon
the earliest of:
(i) March 31, 2024; and
(ii) the occurrence of a Termination Event.
As adequate protection, the Secured Lenders will receive:
(i) replacement liens pursuant to 11 U.S.C. Section 361(2) on
all property of Debtor and its estate, whether now owned or
hereafter acquired, which such Replacement Liens will be to the
same extent and validity as its pre-petition liens;
(ii) to the extent required by the pre-petition loan
documents, the Debtor will continue to make monthly adequate
protection payments, which are payments at the nondefault contract
rate to the Secured Lenders in accordance with the Loan Documents.
The Adequate Protection Liens will be subject to the following:
(i) the payment of allowed professional fees and disbursements
incurred by the Debtor's professionals retained by an Order of the
Bankruptcy Court, or the Subchapter V Trustee, and in the event of
a default that results in the termination of the Debtor's
authorization to use cash collateral, unpaid Professional Fees and
Disbursements (including any fees or expenses of the Subchapter V
Trustee) incurred prior to delivery of a carve out trigger notice
in accordance with the Budget not to exceed the sum of $75,000;
(ii) any recoveries in favor of the estate pursuant to Chapter 5
of the Bankruptcy Code; and
(iii) any amounts allowed by the Court as fees and expenses of a
trustee appointed under 11 U.S.C. Section 726(b) of the Bankruptcy
Code in an amount not to exceed $10,000.
The Replacement Liens granted to each of the Secured Lenders will
become valid, enforceable and fully perfected liens without any
action by Debtor or the Secured Party, and no filing or recordation
or other act that otherwise may be required under federal or state
law in any jurisdiction will be necessary to create or perfect such
liens and security interests.
The occurrence of any of these events, will constitute a
Termination Event:
(a) the Chapter 11 case will have been dismissed or converted
to a case under Chapter 7 of the Bankruptcy Code, or there will
have been appointed in the Chapter 11 case, a trustee (other than
the Subchapter V Trustee) or examiner with expanded powers beyond
the authority to investigate particular activities of the Debtor;
(b) the Debtor files a motion seeking to modify, vacate, stay,
supplement or amend the terms of the Interim Order without the
prior written consent of the affected Secured Party.
(c) the Interim Order is modified, vacated, stayed,
supplemented, reversed, or is for any reason not binding on the
Debtor, without the prior written consent of the affected Secured
Party.
(d) the Debtor fails to perform, in any material respect, any
of the terms, provisions, conditions, covenants, or obligation
under the Interim Order.
(e) the Debtor expends more than 115% of the Budget, unless
caused by an increase in business by the Debtor.
(f) There is at any time a material inaccuracy in any
financial report or certification provided by the Debtor to the
Secured Lenders.
A hearing on the matter is set for March 27, 2024 at 10:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=v60Xme
from PacerMonitor.com.
About Future Present Productions, LLC
Future Present Productions, LLC d/b/a GUM Studios is a
multi-location film stage & equipment rental facility with
production capabilities in the New York Metropolitan - Tri State
area. GUM Studios caters to production companies, advertising
agencies, video-photographers, designers, and large tv/film
productions.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-42510 on July 18,
2023. In the petition signed by Carrie White, CEO, the Debtor
disclosed $6,065,879 in assets and $5,760,994 in liabilities.
Judge Jil Mazer-Marino oversees the case.
Lewis W. Siegel, Esq. represents the Debtor as legal counsel.
GALLERIA 2425: Unsecureds Will Get 100% of Claims in Plan
---------------------------------------------------------
Galleria 2425 Owner, LLC filed with the U.S. Bankruptcy Court for
the Southern District of Texas a Disclosure Statement in support of
Chapter 11 Plan of Reorganization dated January 30, 2024.
The Debtor is a Texas limited liability company founded in 2018.
The Debtor's primary asset is a Class A office building located at
2425 West Loop South, Houston, Texas 77027(the "Property").
As an office building, the Property was greatly affected by the
Covid pandemic—indeed, during the pandemic, one of the Property's
largest tenants filed for bankruptcy and ultimately rejected its
lease at the Property, leading to significant vacancies. Since
then, the Debtor has worked hard to increase the occupancy of the
Property, and the Property currently has a large number of
commercial tenants from which Debtor derives its income.
As of the Petition Date, the Debtor was allegedly indebted to
National Bank of Kuwait, S.A.K.P., New York Branch ("NBK") pursuant
to a loan made to the Debtor by NBK (the "Loan"). The Loan is
evidenced by, inter alia: (i) a Loan Agreement by and between the
Debtor and NBK dated May 23, 2018; (ii) a Promissory Note dated May
23, 2018 made by the Debtor; and (iii) that certain Deed of Trust,
Assignment of Leases and Rents and Profits, Security Agreement and
Fixture Filing dated May 23, 2018 by and between the Debtor and
NBK; and (iv) a 2022 settlement agreement between the parties
(collectively, the "Loan Documents").
The Debtor filed for bankruptcy protection under Chapter 11 in
order to protect and preserve the Property and its ability to pay
creditors by enabling it to reorganize and restructure its
financial affairs to fund operations and payments to creditors. In
order to satisfy the Lender's and other creditors' claims, the
Debtor may market the Property for sale to a third party or seek
refinancing of Lender's claim from other lenders. The Debtor will
continue to manage and operate the Property until any potential
refinancing or sale is closed.
On January 30, 2024, the Debtor filed its Plan of Reorganization
which provided for, inter alia, that the Lender's allowed secured
claim shall be paid in full along with interest the Reorganized
Debtor shall make monthly payments to NBK at the rate of weekly
LIBOR plus 2.75% per annum along with principal amortized over a
30-year term.
The allowed secured tax claims of the taxing authorities shall be
paid over five years from the Petition Date, and the allowed
secured claim of Caz Creek Holdings 2 LLC will be paid through 120
consecutive monthly payments with interest at a rate of 10.95%.
Allowed Unsecured Claims arising from the provision of repair or
maintenance services to the Property shall be paid 100% of the
Allowed amount without interest in 8 consecutive equal quarterly
payments. General unsecured claims that are not Class 6 Claims
shall receive full payment of their Allowed Claims.
Class 6 consists of the Holders of Unsecured Claims for Property
Repair and Maintenance. Allowed Unsecured Claims arising from the
provision of repair or maintenance services to the Property shall
be paid 100% of the Allowed amount without interest in 8
consecutive equal quarterly payments. The first quarterly payment
will be due and payable on the first Business Day of the first
calendar quarter that is more than 30 days after the Effective Date
and on the first Business Day of each respective calendar quarter
thereafter. Class 6 Claims are impaired by the Plan.
Class 7 consists of General Unsecured Claims. Allowed General
Unsecured Claims that are not Class 6 Claims shall receive payments
equal to a total of 100% of these creditors' claims. Each
September, beginning September 15, 2024, the Debtor will send these
creditors the year-end financial statement for the previous
calendar year. After all ordinary and necessary expenses, payment
to Classes 1, 2 and 3 above, and after income taxes owed by the
Debtor, these creditors will receive 50% of the Net Cash Flow, if
any, of the Reorganized Debtor. Beginning on the following
September 15, December 15, March 15, and June 15, each year these
creditors will receive a quarterly pro-rata payment from the
Reorganized Debtor of the 50% of Net Cash Flow. The Reorganized
Debtor will continue distributing the year-end financial reports to
these creditors and making the quarterly payments of 50% of Net
Cash Flow, to these creditors, if any, for as many years as it
takes to pay these creditors in full.
In the event of any failure of the Reorganized Debtor to timely
distribute the financial statements or make its required plan
payments to these creditors prior to delinquency, which shall
constitute an event of default under the Plan as to these
creditors, they shall send notice of such default to the
Reorganized Debtor. If the default is not cured within 30 days of
the date of such notice, these creditors may proceed to collect all
amounts owed pursuant to state law without further recourse to the
Bankruptcy Court. These creditors are only required to send 2
notices of default, and upon the third event of default, these
creditors may proceed to collect all amounts owed under state law
without recourse to the Bankruptcy Court and without further
notice. If these creditors are paid in more than five years, these
creditors will receive the federal judgment interest rate of 4.79%.
At the end of five years from September 15, 2024, interest will be
added to the unpaid portion of these creditors' claims, and the
creditors will earn interest on a go-forward basis until their
claims are paid in full. If the Property is sold, all remaining
claim amounts will be paid on the closing of a sale of the
Property. Class 7 Claims are impaired by the Plan.
The Class 8 Allowed Interests of the Equity Interest Holders will
continue, provided that the Equity Interest Holders will contribute
the amount of approximately $2.5 million of new equity. The equity
contribution is being made by an affiliated investor who may
receive an interest in the Equity from the current Equity Interest
Holders.
The Debtor has or will establish a bank account with approximately
$2,500,000 in funds (the "Funds") at Wells Fargo Bank (or such
other bank that is an approved depository) (the "Account"). The
Funds will be made available by a person or entity that is not the
Debtor. The Funds will be available for use by the Debtor for the
Property.
The funds used for the repayment of Claims or other Distributions
to be made under the Plan will come from the income generated from
the Property, the new equity contribution, plus any other available
funds or property that the Reorganized Debtor may otherwise possess
on or after the Effective Date, including, without limitation, any
such funds or property which may be provided through additional
capital contributions, and the proceeds of any sale, refinancing,
or other disposition of the Debtor's Assets.
A full-text copy of the Disclosure Statement dated January 30, 2024
is available at https://urlcurt.com/u?l=lmrWTt from
PacerMonitor.com at no charge.
Counsel to Debtor:
Reese W. Baker, Esq.
Baker & Associates
950 Echo Lane, Ste. 300
Houston, TX 770024
Telephone: (713) 869-9200
Facsimile: (713) 869-9100
Email: courtdocs@bakerassociates.net
About Galleria 2425 Owner
Galleria 2425 Owner, LLC, is primarily engaged in renting and
leasing real estate properties.
Galleria 2425 Owner, LLC, filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
23-34815) on Dec. 5, 2023. The petition was signed by Dward Darjean
as manager. At the time of filing, the Debtor estimated $10 million
to $50 million in assets and $50 million to $100 million in
liabilities.
Judge Jeffrey P. Norman presides over the case.
James Q. Pope, Esq. at THE POPE LAW FIRM represents the Debtor as
counsel.
GENESISCARE USA: $350MM Bank Debt Trades at 80% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Genesiscare USA
Holdings Inc is a borrower were trading in the secondary market
around 20.0 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $350 million facility is a Term loan that is scheduled to
mature on May 17, 2027. The amount is fully drawn and
outstanding.
About GenesisCare
One of the world’s largest integrated oncology networks,
GenesisCare -- http://www.genesiscare.com-- includes 300+
locations in the U.S., the UK, Australia, and Spain. With
investments in advanced technology and expanded access to clinical
trials, more than 5,500 highly trained GenesisCare physicians and
support staff offer comprehensive, coordinated care in radiation
oncology, medical oncology, hematology, urology, diagnostics, and
surgical oncology.
Genesis Care Pty Ltd. and its affiliated debtors sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 23-90614) on June 1, 2023. In the petition signed by
Richard Briggs, as authorized signatory, Genesis Care disclosed up
to $10 billion in both assets and liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis
International, LLP and Jackson Walker, LLP as general bankruptcy
counsel; PJT Partners, LP as investment banker; Alvarez and Marsal
North America, LLC as restructuring advisor; Herbert Smith
Freehills, LLP as foreign legal counsel; Teneo as communications
advisor; and Clayton Utz as special investigation counsel. Kroll
Restructuring Administration, LLC is the notice and claims agent.
On June 15, 2023, the U.S. Trustee for the Southern District of
Texas appointed an official committee of unsecured creditors in
these Chapter 11 cases. The trustee tapped Kramer Levin as its
counsel, Locke Lord LLP as local counsel, and Berkeley Research
Group, LLC as financial advisor.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
GENESYS CLOUD: S&P Affirms 'B' ICR on Proposed Debt Issuance
------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Genesys
Cloud Services Holdings II LLC, a U.S.-based provider of contact
center and customer experience software, and its 'B' issue-level
rating on its existing senior secured debt facilities. At the same
time, S&P assigned its 'B' issue-level rating and '3' recovery
rating to the proposed senior secured facilities.
The stable outlook reflects our expectation that Genesys will
increase its EBITDA by at least the mid-teens percent area in
fiscal year 2025 supported by its general cost discipline and
improving operating leverage from the strong expansion in its
Genesys Cloud revenue. In addition to managing the use of its
deferred billing incentive program, we expect the company will
maintain free operating cash flow (FOCF) to debt in the
mid-single-digit percent area while reducing its leverage below 6x
by the end of fiscal year 2025.
Genesys is planning to use cash on hand and the proceeds from a
proposed $800 million of incremental senior secured debt to fund a
dividend to its shareholders. The company also intends to obtain a
new undrawn revolving credit facility (RCF) of $420 million as part
of the transaction. S&P expects this will increase Genesys' pro
forma leverage to about 6.7x, based on its fiscal year 2024 (ended
Jan. 31, 2024) EBITDA, which will remain consistent with our
expectations for the current rating.
While the company's sustained EBITDA growth will likely support its
deleveraging, the risk of future re-leveraging transactions
remains. The affirmation reflects our expectation that Genesys'
dividend recapitalization will increase its leverage to about 6.7x,
though we anticipate it will be able to deleverage below 6.0x by
the end of fiscal year 2025 by increasing its EBITDA growth and
maintaining good FOCF to debt of at least 5%. S&P said, "We view
these metrics as consistent with our expectations for the current
rating because they do not exceed our downside rating thresholds of
leverage in the mid-7x area and FOCF to debt in the
low-single-digit percent range. We believe the company could
continue to deleverage towards the 5x area in fiscal year 2026,
supported by its rising Genesys Cloud revenue (about $1.3 billion
of annual recurring revenue [ARR] as of Oct. 31, 2023). However, we
also believe Genesys' financial-sponsor ownership could lead it to
undertake further debt-funded dividend transactions, or perhaps
acquisitions, instead of maintaining long-term leverage below the
expected pre-transaction level of about 5.5x as of Jan. 31, 2024."
S&P said, "The stable outlook reflects our expectation that Genesys
will maintain EBITDA margins in the high-20% area in fiscal year
2025 supported by its lower restructuring costs and general cost
discipline. We also expect the company will continue to solidly
expand its Genesys Cloud revenue, which will support further
operating leverage gains. In addition to managing the use of its
deferred billing incentive program, we expect Genesys will maintain
FOCF to debt in the mid-single-digit percent area while reducing
its leverage below 6x by the end of fiscal year 2025."
S&P could lower its rating on Genesys if:
-- It experiences operational issues while migrating its customers
to the Genesys Cloud platform that require elevated product and
sales investments to remedy, placing significant downward pressure
on its EBITDA margins;
-- The company is unable to maintain FOCF to debt exceeding the
low-single-digit percent area on a sustained basis, which could
occur due to the elevated use of its deferred billing incentive
program; or
-- It employs a more aggressive financial policy, including
debt-funded acquisitions or dividends, that leads S&P's to believe
it will not maintain leverage below the mid-7x area.
S&P said, "While we view it as unlikely, given the company's
financial-sponsor ownership, we could raise our rating if it
maintains its strong revenue growth and EBITDA margin expansion,
supported by strong cloud bookings, such that we expect its
leverage will improve below the mid-5x area on a sustained basis
while it expands its FOCF to debt toward the 10% area. We would
also expect it to maintain a financial policy that supports its
maintenance of these metrics even after incorporating potential
shareholder distributions or acquisitions.
"Governance factors are a moderately negative consideration in our
credit rating analysis of Genesys, as is the case for most rated
entities owned by private-equity sponsors. Our highly leveraged
assessment of the company's financial risk profile points to its
corporate decision-making, which prioritizes the interests of its
controlling owners. This also reflects private-equity owners'
generally finite holding periods and focus on maximizing
shareholder returns. We view environmental and social factors as
largely neutral for the company."
GEORGINA FALU: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Georgina Falu Co, LLC to use the cash collateral of of
U.S. Bank National Association, as Trustee for Velocity Commercial
Capital Loan Trust 2017-2, a pre-petition secured lender, on an
interim basis.
Specifically, the Debtor is permitted to use cash collateral in
accordance with the budget and in an amount not to exceed $5,055.
The Debtor requires the use of cash collateral to satisfy its
post-petition operating expenses, including, but not limited to,
the payment of property taxes, insurance, and maintenance regarding
the property commonly known as 329 East 118th Street, New York, New
York 10035, identified under Block 1795, Lot 16, in the Borough of
Manhattan.
The Trust has an alleged first priority mortgage on the Property as
well as a first lien and security interest in the cash collateral.
The uses of cash collateral that are permitted by the Order will
protect and enhance the Trust's interests in the Property and in
the rents and proceeds of the Property, and no further adequate
protection is needed or appropriate at this time.
The Debtor's authorization to use the cash collateral will commence
as of entry of the Second Interim Order by the Court and terminate
upon the earliest of: (i) February 8, 2024; (ii) entry of a Final
Order or a further interim order granting the Debtor's
authorization to use the cash collateral; or (iii) the occurrence
of a Termination Event.
About Georgina Falu Co, LLC
Georgina Falu Co, LLC in New York, NY, filed its voluntary petition
for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11004) on
June 27, 2023, listing $2,430,026 in assets and $1,497,164 in
liabilities. Georgina Falu as CEO, signed the petition.
Judge Michael E. Wiles oversees the case.
THE LAW OFFICES OF CHARLES A. HIGGS serve as the Debtor's legal
counsel.
GILLIAM CONSTRUCTION: Jeanette McPherson Named Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Jeanette McPherson, Esq.,
at Fox Rothschild, LLP, as Subchapter V trustee for Gilliam
Construction, Inc.
Ms. McPherson will be paid an hourly fee of $625 for her services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. McPherson declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jeanette McPherson, Esq.
Fox Rothschild, LLP
1980 Festival Plaza Drive, Suite 700
Las Vegas, NV 89135
Phone: (702) 699-5923
Email: TrusteeJMcPherson@FoxRothschild.com
About Gilliam Construction
Gilliam Construction, Inc., doing business as Gilliam Construction,
offers new construction and remodeling services in Reno, Nev.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 24-50090) on January 29,
2024, with $159,251 in assets and $1,142,700 in liabilities.
Jeremiah Gilliam, president, signed the petition.
Kevin A. Darby, Esq., at Darby Law Practice represents the Debtor
as bankruptcy counsel.
GILLIAM CONSTRUCTION: Seeks to Tap Darby Law as Bankruptcy Counsel
------------------------------------------------------------------
Gilliam Construction, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to employ Darby Law Practice,
Ltd.
The Debtor requires legal counsel to:
(a) give advice regarding the rights, powers and duties of the
Debtor in the continued operation of its business and management of
its properties;
(b) take all necessary action to protect and preserve the
Debtor's estate;
(c) prepare all necessary legal papers;
(d) attend meetings and negotiations with the Subchapter V
trustee, representatives of creditors, equity holders or
prospective investors or acquirers and other parties in interest;
(e) appear before the bankruptcy court, any appellate courts
and the Office of the United States Trustee to protect the
interests of the Debtor;
(f) pursue approval of confirmation of a Chapter 11 plan of
reorganization and approval of the corresponding solicitation
procedures and disclosure statement; and
(g) perform all other necessary legal services.
The hourly rate of the firm's professionals is $500.
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the amount of $8,738 from the
Debtor.
Kevin Darby, Esq., an attorney at Darby Law Practice, 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 through:
Kevin A. Darby, Esq.
Darby Law Practice, Ltd.
499 W. Plumb Lane, Suite 202
Reno, NV 89509
Telephone: (775) 322-1237
Facsimile: (775) 996-7290
Email: kevin@darbylawpractice.com
About Gilliam Construction
Gilliam Construction, Inc. is a provider of new construction and
remodeling services based in Reno, Nev.
Gilliam Construction sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 24-50090) on Jan. 29,
2024, with $159,251 in assets and $1,142,700 in liabilities.
Jeremiah Gilliam, president, signed the petition.
Kevin A. Darby, Esq., at Darby Law Practice, Ltd. serves as the
Debtor's bankruptcy counsel.
GNSP CORP: Court OKs Cash Collateral Access Thru Feb 9
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, granted GNSP Corp. authority to use cash collateral on an
interim basis, in accordance with the budget, pending a further
hearing set for February 9, 2024, at 1:30 p.m.
Specifically, the Debtor is permitted to use cash collateral to
pay: (a) amounts expressly authorized by the Court, including any
required monthly payments to the Subchapter V Trustee; (b) the
current and necessary expenses set forth in the budget, plus an
amount not to exceed 10% for each line item; and (c) additional
amounts as may be expressly approved in writing by the Lenders.
The Office of the United States Trustee for the Middle District of
Florida, the Small Business Administration, and McKesson Corp.
assert an interest in the Debtor's cash collateral.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under applicable loan and security
documents.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=8UQJVl from PacerMonitor.com.
The Debtor projects $193,484 in revenues and $43,962 in total
operating expenses for the period from January 22 to February 16,
2024.
About GNSP Corp.
GNSP Corp. filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00300) on January 22,
2024, with $1 million to $10 million in both assets and
liabilities. Todd Tortoretti, GNSP Corp.'s president, signed the
petition.
Judge Catherine Peek McEwen oversees the case.
Amy Denton Mayer, Esq., at Stichter, Riedel, Blain & Postler, P.A.
represents the Debtor as legal counsel.
GOL LINHAS: Court OKs $950MM DIP Loan from TMF Group
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized GOL Linhas Aereas Inteligentes S.A. and affiliates to
use cash collateral and obtain postpetition financing, on an
interim basis.
GOL Finance obtained postpetition, superpriority, senior secured,
priming debtor-in-possession financing, subject to the terms and
conditions set forth in that certain Superpriority Senior Secured
Priming Debtor-in-Possession Term Sheet, which provides for:
(a) upon entry of the Interim Order, term loans in an
aggregate principal amount of $350 million, which will subsequently
be exchanged for or refinanced by, on a cashless basis, the
issuance of $350 million of notes under and subject to the terms
and conditions of the Superpriority Senior Secured Priming
Debtor-in-Possession Note Purchase Agreement;
(b) upon entry of the Final Order:
1. additional notes in an aggregate principal amount of
$150 million under and subject to the satisfaction of the terms and
conditions of the DIP Note Purchase Agreement; and
2. additional notes in an aggregate principal amount that
will not, when combined with all Initial DIP Notes and Final DIP
Notes, exceed $950 million in aggregate principal amount in one
additional issuance under and subject to the satisfaction of the
terms and conditions of the DIP Note Purchase Agreement.
TMF Group New York, LLC is the collateral agent and GLAS Trust
Company LLC is the trustee, paying agent, transfer agent, and
registrar for the DIP Notes under the DIP facility.
The DIP facility is due and payable on the earliest to occur of:
(a) 12 months from the Closing Date, provided that the Issuer
will be permitted to extend the Termination Date, on not more than
two occasions, by up to an additional three months for each
extension upon payment of an extension fee (payable in kind) in an
amount equal to (x) 2.00% of the Total DIP Amount for the first
extension and (y) 2.50% of the Total DIP Amount for the second
extension;
(b) conversion of any of the Chapter 11 Cases to a case under
chapter 7 without the prior written consent of the Required DIP
Noteholders;
(c) dismissal of any of the Chapter 11 Cases without the prior
written consent of the Required DIP Noteholders;
(d) the appointment of a chapter 11 trustee or an examiner
with expanded powers;
(e) the date of consummation of a sale of all or substantially
all assets of the Debtors;
(f) the effective date of a chapter 11 plan; and
(g) the date the DIP Obligations become due and payable in
full under the DIP Documents, whether by acceleration or
otherwise.
The Debtors are required to comply with these milestones:
1. The Debtors must have commenced their Chapter 11 Cases in
the U.S. Bankruptcy Court for the Southern District of New York on
or before January 31, 2024;
2. The Debtors must have entered into definitive
documentation governing the DIP in the form of a note purchase
agreement or an indenture on or before the earlier of (x) February
16, 2024 and (y) the date of the hearing for the Final DIP Order;
3. The Debtors must have proposed a business plan for the
reorganization and restructuring of the Debtors' business that is
reasonably acceptable to the Required DIP Noteholders by no later
than 120 days after the Petition Date;
4. No later than 90 days after the Petition Date, the Debtors
must have entered into stipulation agreements for no less than 90
aircraft;
5. The Debtors must file a motion seeking approval of the DIP
on the Petition Date;
6. An interim order of the Bankruptcy Court, in form and
substance reasonably acceptable to the Required DIP Noteholders,
approving the DIP on an interim basis must be entered in the
Chapter 11 Cases by no later than three business days after the
Petition Date;
7. A final order of the Bankruptcy Court, in form and
substance reasonably acceptable to the Requited DIP Noteholders,
approving the DIP on a final basis must be entered in the Chapter
11 Cases by no later than 45 days after the Petition Date;
8. The Debtors must file an Acceptable Plan by no later than
260 days after the Petition Date;
9. An order approving a disclosure statement for an
Acceptable Plan, which disclosure statement must be reasonably
acceptable to the Required DIP Noteholders, must be entered in the
Chapter 11 Cases by no later than 305 days after the Petition
Date;
10. An order confirming an Acceptable Plan must be entered in
the Chapter 11 Cases by no later than 14 days before the Scheduled
Termination Date; and
11. Such confirmed Acceptable Plan must become effective by no
later than the Scheduled Termination Date.
On March 2, 2023, the Debtors entered into a Senior Secured Note
Purchase Agreement with TMF Brasil Administracao e Gestao De Ativos
Ltda., as collateral agent, which provided an aggregate principal
amount of $896.664 million.
On September 29, 2023, the Debtors entered into a Senior Secured
Exchangeable Note Purchase Agreement with TMF as collateral agent,
which provided an aggregate principal amount of $1.180 million, a
portion of which were issued in exchange for the redemption and
retirement of $1.180 million aggregate principal amount of GOL
SSNs.
On December 23, 2020, the Debtors entered into an Indenture with
the Bank of New York Mellon, as trustee, transfer agent and paying
agent and (d) TMF Brasil Administracao e Gestao De Ativos Ltda., as
collateral agent, in an aggregate principal amount of $650
million.
The Debtors require the use of cash collateral and postpetition
financing to make payroll, to satisfy other working capital and
operational needs and to fund expenses of these Chapter 11 Cases.
Each Prepetition Secured Party is entitled to adequate protection
of its respective interests in all Prepetition Secured Notes
Collateral pledged by the applicable Debtors in an amount equal to
the aggregate diminution in the value of its respective interests
in such Prepetition Secured Notes Collateral from and after the
Petition Date, for any reason provided for under the Bankruptcy
Code.
A final hearing on the matter is set for February 20, 2024 at 2
p.m.
A copy of the order is available at https://urlcurt.com/u?l=idyi6w
from PacerMonitor.com.
About GOL Linhas Aereas
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircrafts and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
programs to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes S.A. and its affiliates and its
subsidiaries voluntarily filed for Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024.
GOL Linhas estimated $1 billion to $10 billion in assets as of the
bankruptcy filing.
Judge Martin Glenn oversees the case.
The Debtors tapped MILBANK LLP as counsel; SEABURY SECURITIES LLC
as restructuring advisor, financial advisor and investment banker;
ALIXPARTNERS, LLP, as financial advisor; and HUGHES HUBBARD & REED
LLP as aviation related counsel. KROLL RESTRUCTURING
ADMINISTRATION LLC is the claims agent.
Dechert LLP serves as primary counsel for certain DIP Noteholders.
Padis Mattar Advogados acts as Brazilian local counsel for certain
DIP Noteholders.
Akin Gump Strauss Hauer & Feld LLP serves as counsel to Elliott
Investment Management, L.P. and its affiliates.
GOLDEN KEY: Committee Says Plan Violates Bankruptcy Code
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Golden Key Group,
LLC filed an objection to the Amended Disclosure Statement for
Debtor's Plan of Reorganization under Chapter 11 of the Bankruptcy
Code Dated December 27, 2023 filed by Golden Key Group, LLC.
Despite ample time to do so, the Debtor has not addressed the
majority of the Committee's concerns with respect to the Debtor's
100% Plan of Reorganization Pursuant to Chapter 11 of the United
States Bankruptcy Code (the "Original Plan" and, as amended, the
"Amended Plan") and the Disclosure Statement for Debtor's Plan of
Reorganization under Chapter 11 of the Bankruptcy Code (the
"Original Disclosure Statement"). The Amended Plan remains patently
unconfirmable for the reasons set forth in the Committee's
Objection to the Original Disclosure Statement, and such Objection
is renewed and incorporated by reference. Importantly, the
inclusion of simple interest (to be paid after principal) on
certain claims and provisional voting does not go far enough to
address the Committee's concerns and demonstrates the Debtor's
unwillingness to adhere to the most fundamental requirements of the
Bankruptcy Code. The Amended Plan violates the Bankruptcy Code in
at least four ways:
* First, the Amended Plan improperly and inaccurately
characterizes the overwhelming majority of unsecured creditors as
unimpaired despite deferring payment on their claims for months, or
even years.
* Next, the Amended Plan separately classifies substantially
similar claims without a legitimate business justification for
doing so. The separate classification of unsecured claims merely
serves the Debtor's interest in deferring payments to unsecured
creditors for as long as possible.
* Third, the Amended Plan unfairly discriminates against
unsecured creditors through the inconsistent treatment of their
claims. Unsecured creditors will not be paid at the same rate at
the same time under the proposed plan terms.
* Finally, the Amended Plan violates the absolute priority
rule by giving equity to a prepetition member while unsecured
creditors remain unpaid. The so-called "new value" contribution is
illusory and insufficient to justify the treatment of equity
interests under the proposed Amended Plan.
Additionally, according to the Committee, the Amended Disclosure
Statement should not be approved because it fails to provide
adequate information to creditors and other stakeholders about the
Debtor's financial condition and the plan terms. The Amended
Disclosure Statement is inadequate for the following reasons:
* The Debtor does not adequately explain the nature and basis
of the COMTek Judgment, which calls into question the competency of
management who decided to both terminate the COMTek contract and
then to directly solicit COMTek's employees in direct violation of
the parties' agreement.
* The Amended Disclosure Statement provides an insufficient
explanation for why the Debtor failed to pay numerous
subcontractors on ongoing jobs, leaving the company to owe over
$3.1 million in "cure claims" and other unsecured claims to these
parties.
* The Amended Disclosure Statement fails to adequately
explain why the Debtor believes that its projected net cash flow
will increase significantly each year over the next several years.
The Debtor has not identified any specific contract that forms the
basis for its projected increase in revenue.
Counsel to the Official Committee of Unsecured Creditors:
Brent C. Strickland, Esq.
WHITEFORD, TAYLOR & PRESTON L.L.P.
111 Rockville Pike, Suite 800
Rockville, MD 20850
Tel: (410) 347-9402
Fax: (410) 223-4302
E-mail: bstrickland@whitefordlaw.com
Christopher A. Jones, Esq.
3190 Fairview Park Drive, Suite 800
Falls Church, VA 22042
Tel: (703) 280-9263
Fax: (703) 280-9139
E-mail: cajones@whitefordlaw.com
About Golden Key Group
Golden Key Group, LLC, is a professional services firm dedicated to
helping federal and commercial clients solve today's strategic,
organizational and operational challenges while addressing their
future needs. Founded in 2002, Golden Key Group's solution
offerings include Human Capital Management Support, Human Resources
Operations, Employee Training and Leadership Development,
Professional Consulting Services, Program Management Office,
Acquisition and Category Management, Analytics and Information
Technology, Executive Search Services, and Select Solutions.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 23-10414) on Jan. 20, 2023. In the
petition signed by Gretchen McCracken as CEO and managing member,
the Debtor disclosed up to $10 million in assets and up to $50
million in liabilities.
Judge Maria Elena Chavez-Ruark oversees the case.
Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney and Mulrenin, LLC,
is the Debtor's legal counsel.
GOLDEN KEY: Creditors Committee Files Amended Plan
--------------------------------------------------
The Official Committee of Unsecured Creditors of Golden Key Group,
LLC, filed an Amended Plan of Reorganization for the Debtor.
The Committee's Plan provides for the preservation and continuation
of the Debtor's business through a comprehensive reorganization
that anticipates a 100% Distribution to the Holders of Allowed
Claims.
All DIP obligations payable under the DIP Financing Agreement and
with respect to DIP Financing Fees and Expenses, under the DIP
Financing Agreement, and all other DIP Lender Claims are (a)
Allowed in full if not otherwise objected to; (b) shall not be
subject to any avoidance, reduction, setoff, recoupment, offset,
recharacterization, subordination (whether contractual, equitable,
or otherwise), counterclaims, cross-claims, defenses, disallowance,
impairment, or any other challenges under any applicable law or
regulation by any person or entity except to the extent outlined in
the DIP Financing Order; (c) shall constitute Allowed
Administrative Expenses; and (d) shall be paid in full, in Cash, on
the Effective Date, without the need for application to or approval
from any court. Any DIP Obligation shall be paid first from any
reserves held by such DIP Lender pursuant to the DIP Financing
Agreement, and as to a balance, if any, after application of the
reserves, shall be paid from Cash.
Below are the unsecured claims and will be treated as follows:
Class 2 Unsecured Convenience Claims (Claims under $25,000)
total $228,078.20. In full and complete satisfaction, discharge and
release of the Class 2 Claims the Reorganized Debtor shall pay each
Holder of a Class 2 Claim 100% of its Allowed Claim, with interest
at the Applicable Federal Judgment Rate from the Effective Date
until payment in full, in consecutive equal monthly installments,
commencing the month immediately following Administrative Expense
Claims being Paid in Full as reflected in the Projections. Payments
will be made on a pro rata basis pari passu.
Each Holder of an Allowed Claim in Class 3 or 4 in an amount
greater than $25,000, may voluntarily reduce its Claim to $25,000,
or less, and be treated as a Holder of an Allowed Unsecured
Convenience Claim for purposes of this Plan. Such election must be
made on the Ballot and be received by the Debtor on or prior to the
Voting Deadline. Any election after the Voting Deadline shall not
be binding upon the Debtor unless the Voting Deadline is expressly
waived, in writing, by the Debtor, provided however, that, under no
circumstance may such waiver by the Debtor occur on or after the
Effective Date.
To the extent the holder of an Allowed Claim being paid in Class
2 is subject to a contract with the Debtor, such contract is hereby
assumed or rejected pursuant to, and as more fully described, in a
filing made at least 30 days prior to the hearing on Confirmation
and in accordance with Article 7 below. The treatment of the
contract in Class 2 is a cure of any and all defaults existing on
the contract as of the Petition Date. Adequate assurance of future
performance shall be the promise of the Reorganized Debtor to
perform all obligations under any executory contract or unexpired
lease under this Plan, and the Debtor's demonstrated performance to
date post-petition.
Class 2 is impaired.
Class 4 General Unsecured Creditors total $10,689,412.33. In
full and complete satisfaction, discharge, and release of the Class
4 Claims, the Reorganized Debtor shall pay the Holders of Class 4
Claims 100% of their Allowed Claims, with interest at the
Applicable Federal Judgment Rate from the Effective Date until
payment in full, in consecutive equal monthly installments,
commencing the month immediately following, Classes 2 and 3 being
Paid in Full as reflected in the Projections. Payments will be made
on a pro rata basis pari passu.
Each Holder of an Allowed Claim in an amount greater than
$25,000, which would otherwise be an Allowed Claim in Class 4, may
voluntarily reduce its Claim to $25,000, or less, and be treated as
a Holder of an Allowed Unsecured Convenience Claim for purposes of
this Plan. Such election must be made on the Ballot and be received
by the Debtor on or prior to the Voting Deadline. Any election
after the Voting Deadline shall not be binding upon the Debtor
unless the Voting Deadline is expressly waived, in writing, by the
Debtor, provided however, that, under no circumstance may such
waiver by the Debtor occur on or after the Effective Date.
To the extent the holder of an Allowed Claim being paid in Class
4 is subject to a contract with the Debtor that has not otherwise
expired by its own terms post-petition, such contract is hereby
ASSUMED pursuant to, and as more fully described, in Article 7
below. The treatment of the contract in Class 4 is a cure of any
and all defaults existing on the contract as of the Petition Date.
Adequate assurance of future performance shall be the promise of
the Reorganized Debtor to perform all obligations under any
executory contract or unexpired lease under this Plan, and the
Debtor's demonstrated performance to date post-petition.
Class 4 is impaired.
This Plan will be funded from four (4) sources: (1) cash on hand on
the Effective Date, (2) recoveries from the pursuit of any claims,
rights, or other legal remedies the Debtor has, or may have in the
future, (3) tax refunds and/or tax credits which the Debtor is owed
for any pre- or post-petition period, including but not limited to
the ERTC, and (4) available Cash from ongoing operations. The
Debtor shall have the right to utilize its M&T Bank line of credit
(if it remains open), to seek alternative financing (with approval
of the Independent Board of Managers), and to use funds from other
sources not contemplated herein to fund this Plan, and/or vary the
proportions of funds from these or such other sources, provided the
intent and purposes of this Plan are adequately addressed.
Counsel to the Official Committee of Unsecured Creditors:
Brent C. Strickland, Esq.
Whiteford, Taylor & Preston L.L.P.
111 Rockville Pike, Suite 800
Rockville, MD 20850
Tel: (410) 347-9402
Fax: (410) 223-4302
E-mail: bstrickland@whitefordlaw.com
Christopher A. Jones, Esq. (admitted pro hac vice)
3190 Fairview Park Drive, Suite 800
Falls Church, VA 22042
Tel: (703) 280-9263
Fax: (703) 280-9139
E-mail: cajones@whitefordlaw.com
A copy of the Plan of Reorganization dated Jan. 24, 2024, is
available at https://tinyurl.ph/yjEik from PacerMonitor.com.
About Golden Key Group
Golden Key Group, LLC, is a professional services firm dedicated to
helping federal and commercial clients solve today's strategic,
organizational and operational challenges while addressing their
future needs. Founded in 2002, Golden Key Group's solution
offerings include Human Capital Management Support, Human Resources
Operations, Employee Training and Leadership Development,
Professional Consulting Services, Program Management Office,
Acquisition and Category Management, Analytics and Information
Technology, Executive Search Services, and Select Solutions.
The Debtor sought protection under U.S. Bankruptcy Code (Bankr. D.
Md. Case No. 23-10414) on Jan. 20, 2023. In the petition signed by
Gretchen McCracken as CEO and managing member, the Debtor disclosed
up to $10 million in assets and up to $50 million in liabilities.
Judge Maria Elena Chavez-Ruark oversees the case.
Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney and Mulrenin, LLC,
is the Debtor's legal counsel.
GOTO GROUP: $2.25BB Bank Debt Trades at 53% Discount
----------------------------------------------------
Participations in a syndicated loan under which GoTo Group Inc is a
borrower were trading in the secondary market around 46.9
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $2.25 billion facility is a Term loan that is scheduled to
mature on August 31, 2027. The amount is fully drawn and
outstanding.
GoTo, formerly LogMeIn Inc., is a flexible-work provider of
software as a service and cloud-based remote work tools for
collaboration and IT management.
GOTO GROUP: Eaton Vance EFT Marks $1.2MM Loan at 34% Off
--------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
$1,994,000 loan extended to GoTo Group, Inc., to market at
$1,323,767 or 66% of the outstanding amount, as of Nov. 30, 2023,
according to a disclosure contained in EFT's Semi-Annual Report on
Form N-CSR for the period ended Nov. 30, 2023, filed with the U.S.
Securities and Exchange Commission.
EFT is a participant in a Term Loan (SOFR + 4.75%) to GoTo Group.
The loan accrues interest at a rate of 10.283% per annum. The loan
matures on August 31, 2027.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
About GoTo Group
GoTo, formerly LogMeIn Inc., is a flexible-work provider of
software as a service and cloud-based remote work tools for
collaboration and IT management.
* * *
Bloomberg News reports GoTo Group Inc. has reached a framework for
a debt exchange deal with a group of lenders. That plan would
reduce the software maker's debt while tightening protections for
creditors that participate in the deal, according to people
familiar with the situation. The deal would also include roughly
$100 million of new money and the debt exchange would be open to a
broader group of lenders. Bloomberg previously reported in April
2023 that a lender group has engaged Paul Weiss Rifkind Wharton &
Garrison for advice.
In January 2024, S&P Global Ratings lowered all its ratings on
GoTo, including its issuer credit rating to 'CCC+' from 'B-'. S&P
also lowered its rating on its senior secured debt to 'CCC+' from
'B-'. The ratings firm said GoTo faces high business execution
risk to stabilize the business amid an increasing challenging and
competitive collaboration market.
"While we expect GoTo will have sufficient liquidity over the next
12 months, it will incur cash flow deficits after debt service and
maintain elevated leverage in 2023 and 2024. The company's adjusted
debt to EBITDA spiked to 9.3x as of Sept. 30, 2023, compared to
6.2x at the end of 2021. This coincides with peak demand for
Collaboration technologies amid the COVID-19 pandemic. We forecast
leverage to remain elevated at about 9.6x in 2023 and 9.2x in 2024.
Given business challenges, we believe material deleveraging will be
difficult and any improvements to its credit profile will likely be
modest over the next year or two," S&P said.
In December 2023, Fitch Ratings downgraded the Long-Term Issuer
Default Ratings of LMI Parent, L.P. and its subsidiary, GoTo Group,
Inc., fka LogMeIn, Inc., to 'CCC+' from 'B-'. The first lien debt
was downgraded one notch to 'B-' from 'B'. The downgrade to 'CCC+'
reflects concerns regarding the Company's limited liquidity, which
has been diminishing. Fitch believes the Company's access to a $250
million revolver is restricted due to the Company pushing up
against its financial covenant for leverage. In addition, the
Company's revenues continue to show modest overall declines.
Fitch explained GoTo's ability to draw on its $250 million revolver
due August 2025 is dependent on having its first lien net leverage
ratio below 7.9x. Due to declining EBITDA, there is very limited
covenant headroom. As of the end of 3Q23, the bank defined first
lien net leverage ratio was 7.73x, down slightly from 7.86x at the
end of 2Q23. There were no revolver borrowings.
GRAYSON REAL: Unsecureds Owed $16.5K to Get up to 100% of Claims
----------------------------------------------------------------
Grayson Real Estate, LLC, submitted a First Amended Disclosure
Statement.
Formed in 2008, the Debtor is a North Carolina limited liability
company that owns a 26-acre tract of land located at 6509 Grayson
Lane, Kannapolis, North Carolina. A portion of the land is
developed, including a 56,601-square-foot industrial building and
adjoining parking areas. The building has been continuously
occupied by affiliate Grayson O Corporation, a manufacturer of
shampoos and hair care products for wholesalers, whose customers
include salons, retailers, and catalog sellers of beauty and
grooming supplies. The members of the Debtor are its manager, Van
D. Stamey (97.9%), and Toni R. Stamey (2.1%).
Cabarrus County holds a lien against the Debtor's real property for
unpaid ad valorem taxes of $25,273.56. Newtek Small Business
Finance, LLC ("Newtek") asserts a secured claim against the Debtor
of approximately $2,363,651.45 related to an SBA loan, which is
also collateralized by a deed of trust on its real estate holdings.
Other claims against the Estate, including additional tax
liabilities and unsecured trade debts, are estimated at $16,500.
The appraised, fair market value of the Debtor's real property as
of December 2022 exceeds the amount of its total indebtedness. The
Bankruptcy Court approved the sale of +/-8.5 acres of the property
for an initial asking price of $3,412,500 in that Order Granting
Motion to Sell Real Property Via Broker (the "Sale Order") entered
on November 9, 2023. At the request of the Debtor, the Bankruptcy
Court subsequently amended the Sale Order to authorize one or more
sales of the Debtor's additional acreage as well. The Court also
approved exclusive listing agreements for such sales between the
Debtor and Iron Horse Commercial Properties, LLC. The Debtor
believes that said property will be under contract in the first
half of 2024 and will close within approximately 60 days after
contract execution. Pursuant to the terms of the Plan, the proceeds
of these sales (after payment of all usual and customary closing
costs) will be distributed on the Effective Date to the holders of
Allowed Claims against the Estate in their order of priority under
the Bankruptcy Code. The Plan contemplates that the Claims of all
Creditors will be satisfied in full.
After satisfaction of all Claims of higher priority, the holders of
the Equity Interests in the Debtor will receive any remaining net
sale proceeds commiserate with their respective ownership
percentages and shall retain their Equity Interests in the
Reorganized Debtor after the Effective Date. However, the holders
of Equity Interests will not receive or retain any property under
the Plan unless all Allowed Claims of higher priority are fully
satisfied. If that contingency does not occur, the Equity Interests
shall be cancelled and the Debtor will be dissolved under
applicable state law. Mr. Stamey is the Debtor's sole manager, but
will not be compensated for his service in this capacity by the
Estate. He may, however, receive lawful distributions as a member
of the Reorganized Debtor if it continues to conduct business
following the sale set forth in the Plan.
The Debtor reserves the right to resort to the "cram down"
provisions of Section 1129 of the Bankruptcy Code.
Class 4 consists of the Allowed Secured Claim of Summit, secured by
a first lien on pre-petition A/R and inventory of the Debtor and a
junior lien on all other pre-petition assets. The Debtor estimates
that the Allowed Class 6
Claims total $16,500. These Claims shall be treated as unsecured
obligations of the Reorganized Debtor. On the Effective Date,
holders of Allowed General Unsecured Claims shall be paid Pro Rata
Shares of the remaining Net Sale Proceeds (after satisfaction of
all Claims of higher priority pursuant to the Bankruptcy Code) up
to the full amounts of their Allowed General Unsecured Claims as of
the Petition Date. Creditors will recover 100% of their claims.
Class 4 is impaired.
Section 1129(a) of the Bankruptcy Code requires a judicial
determination that confirmation of the Plan will not likely be
followed by liquidation or the need for further financial
reorganization of the Debtor unless liquidation is contemplated
under the Plan. The Debtor believes that it has sufficient funds to
satisfy all necessary expenses through the closing of the GRE Sale.
The Debtor is also confident there will be sufficient funds on hand
following the GRE Sale to satisfy the distributions required under
Section 1129(a)(9) of the Bankruptcy Code and any other obligations
of the Reorganized Debtor under the Plan.
Counsel for the Debtor:
Richard S. Wright, Esq.
MOON WRIGHT & HOUSTON, PLLC
212 North McDowell St., Suite 200
Charlotte, NC 28204
Tel: (704) 944-6560
Fax: (704) 944-0380
A copy of the Disclosure Statement dated Jan. 20, 2024, is
available at https://tinyurl.ph/sRrNh from PacerMonitor.com.
About Grayson Real Estate
Grayson Real Estate, LLC, sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-50125) on May 15,
2023. In the petition signed by Van D. Stamey, manager, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Laura T. Beyer oversees the case.
Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, is the
Debtor's legal counsel.
GREATER LIGHT: Bid to Use Cash Collateral Denied
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
denied the Motion to Approve Stipulation Between Debtor ad Union
Home Loan Inc. filed by Greater Light Baptist Church of
Sacramento.
The motion is denied without prejudice upon review of pleadings,
evidence, and oral arguments of counsel.
A copy of the order is available at https://urlcurt.com/u?l=RqeEKb
from PacerMonitor.com.
About Greater Light Baptist Church of Sacramento
The Debtor is a tax-exempt religious organization.
Greater Light Baptist Church of Sacramento in Sacramento, CA, filed
its voluntary petition for Chapter 11 protection (Bankr. E.D. Cal.
Case No. 23-24467) on Dec. 13, 2023, listing $10 million to $50
million in assets and $1 million to $10 million in liabilities.
Pastor O.J. Swanigan as president/pastor, signed the petition.
Judge Fredrick E. Clement oversees the case.
LAW OFFICES OF GABRIEL LIBERMAN, APC serve as the Debtor's legal
counsel.
GRIES & ASSOCIATES: Unsecureds to Recover 83.18% over 5 Years
-------------------------------------------------------------
Gries & Associates, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Texas a Plan of Reorganization dated
January 30, 2024.
Gries started operations in October 2020. Gries manages and
operates an accounting firm. he Debtor is currently owned 100% by
Blaze Gries.
Gries elected to file a chapter 11 reorganization as the best means
to resolve the current liabilities of the company and determine the
secured portions of those creditors.
Debtor proposed to pay allowed unsecured based on the liquidation
analysis and cash available. Debtor anticipates having enough
business and cash available to fund the plan and pay the creditors
pursuant to the proposed plan. It is anticipated that after
confirmation, the Debtor will continue in business. Based upon the
projections, the Debtor believes it can service the debt to the
creditors.
The Debtor will continue operating its business. The Debtor's Plan
will break the existing claims into five classes of Claimants.
These claimants will receive cash repayments over a period of time
beginning on or after the Effective Date.
Class 4 consists of General Unsecured Claims. All allowed unsecured
creditors shall receive a pro rata distribution at zero percent per
annum over the next 5 years beginning not later than the 1st day of
the next calendar month following 30 days after the effective date
of the plan and continuing every year thereafter. Creditors shall
receive disbursements based on the projection distributions of each
12-month period. Debtor will distribute up to $199,500.00 to the
general allowed unsecured creditor pool over the 5-year term of the
plan, includes the under-secured claim portions.
The Debtor's General Allowed Unsecured Claimants will receive
83.18% of their allowed claims under this plan. These payments may
be made monthly or quarterly or annually, but at the very minimum
Class 4 claimants shall receive the yearly distribution of one
fifth their payment amount each year. The allowed unsecured claims
total $239,833.52. This Class is impaired.
Class 5 consists of Equity Interest Holders (Current Owners). The
current owners will receive no payments under the Plan; however,
they will be allowed to retain ownership in the Debtor. Class 5
Claimants are not impaired under the Plan.
Debtor anticipates the continued operations of the business to fund
the Plan.
A full-text copy of the Plan of Reorganization dated January 30,
2024 is available at https://urlcurt.com/u?l=C6F81j from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
A. Zachary Casas, Esq.
The Lane Law Firm, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Tel: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
Joshua.gordon@lanelaw.com
zach.casas@lanelaw.com
About Gries & Associates
Gries & Associates, LLC, manages and operates an accounting firm.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-34224) on November 1,
2023. In the petition signed by Blaze Gries, owner, the Debtor
disclosed up to $500,000 in both assets and liabilities.
Judge Jeffrey P. Norman oversees the case.
Robert C Lane, Esq., at the Lane Law Firm, represents the Debtor as
legal counsel.
GTT COMMUNICATIONS: $350MM Bank Debt Trades at 29% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which GTT Communications
Inc is a borrower were trading in the secondary market around 71.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $350 million facility is a Payment in kind Term loan that is
scheduled to mature on June 30, 2028. The amount is fully drawn
and outstanding.
GTT Communications, Inc., formerly Global Telecom and Technology,
is a multinational telecommunications and internet service provider
company with headquarters in McLean, Virginia, and incorporated in
Delaware.
HAMILTON ELITE: Jennifer Schank Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 11 appointed Jennifer Schank as
Subchapter V trustee for Hamilton Elite Properties LLC.
Ms. Schank will be paid an hourly fee of $325 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Schank declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jennifer M. Schank
6405 Century Avenue, Ste. 101
Middleton, WI 53562
Phone: (608) 327-4200
Fax: (608) 841-1502
Email: jschank@fuhrmandodge.com
About Hamilton Elite Properties
Hamilton Elite Properties, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Wis. Case No.
24-20348) on January 25, 2024, with $100,001 to $500,000 in both
assets and liabilities.
Judge Katherine M. Perhach oversees the case.
Joseph W. Seifert, Esq., at Seifert Law Office represents the
Debtor as bankruptcy counsel.
HARBOR CUSTOM: Preferred Shareholders Seek Appointment of Examiner
------------------------------------------------------------------
Cutler Capital Management, LLC, Tiburon Opportunity Fund, LP and
Michael Shackelford, who own or represent approximately 30% of the
outstanding preferred equity class, filed with the U.S. Bankruptcy
Court for the Western District of Washington a motion to appoint an
examiner in the Chapter 11 cases of Harbor Custom Development, Inc.
and affiliates.
The preferred shareholders claim that the companies' representation
of values and liabilities are inconsistent. In its schedules,
Harbor Custom Development includes Official Form 206Sum, which
shows total asset value of $81,887,638 and total liabilities of
$49,191,823, yielding net equity of almost $32 million. However,
accompanying the schedules is the companies' Joint Reservation of
Rights and Statement of Limitations, Methodology, and Disclaimer
Regarding Debtors' Schedules and Statements of Financial Affairs.
The preferred shareholders point out that the joint statement is
unsigned and unsourced and appears to display fundamentally
different information than the schedules themselves, which were
signed under penalty of perjury. In a table included in the joint
statement, the companies represent that the value of the assets of
Harbor Custom Development assets is $81,887,638 (the same number as
appears in Official Form 206SUM as total asset value), plus the
value of its 100% ownership interests in the six debtor entities
listed plus the two non-debtor entities.
The preferred shareholders are unaware of any business plan the
companies may be pursuing in these Chapter 11 cases that would
allow the companies to realize on the equity in their assets before
it is eroded away. From the outside, it appears that immediately
commencing and pursuing a managed liquidation now is by far the
most appropriate path to follow, according to the preferred
shareholders' attorney, James Day, Esq., at Bush Kornfeld, LLP.
.
The preferred shareholders are also concerned that the companies'
recent track record of significant losses, their fast diminishing
cash reserves and rapidly accruing expenses will leave the
companies without the ability to realize on the equity in their
assets, assuming that the companies even intend to follow the path
of a near-term liquidation, the attorney said.
"The preferred shareholders are in the rare position of being
equity holders in a Chapter 11 case that contains value to make a
sizable distribution to them, but only if steps are taken to
realize on the apparently equity promptly and expeditiously," Mr.
Day said. "The preferred shareholders therefore request entry of an
order appointing an examiner, with an initial budget in the range
of $25,000 to investigate and report on matters the court
directs."
Mr. Day can be reached through:
James L. Day, Esq.
Bush Kornfeld, LLP
601 Union St., Suite 5000
Seattle, Washington 98101-2373
Telephone (206) 292-2110
Facsimile (206) 292-2104
About Harbor Custom Development
Harbor Custom Development, Inc. is a real estate development
company involved in all aspects of the land development cycle,
including land acquisition, entitlement, development, construction
of project infrastructure, home and apartment building
construction, marketing, and sales of various residential projects.
The company is based in Tacoma, Wash.
Harbor Custom Development filed Chapter 11 petition (Bankr. W.D.
Wash. Case No. 23-42180) on Dec. 11, 2023, with $223,981,000 in
assets and $172,528,500 in liabilities. Shelly Crocker, chief
restructuring officer, signed the petition.
Judge Mary Jo Heston oversees the case.
Aditi Paranjpye, Esq., at Cairncross & Hempelmann, P.S., represents
the Debtor as legal counsel.
HEALTHCHANNELS INTERMEDIATE: $385MM Debt Trades at 36% Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Healthchannels
Intermediate Holdco LLC is a borrower were trading in the secondary
market around 63.7 cents-on-the-dollar during the week ended
Friday, February 2, 2024, according to Bloomberg's Evaluated
Pricing service data.
The $385 million facility is a Term loan that is scheduled to
mature on April 3, 2025. About $329 million of the loan is
withdrawn and outstanding.
Headquartered in Fort Lauderdale, Fla., HealthChannels provides
medical scribing services to hospitals and physician staffing
companies. HealthChannels is majority-owned by private equity firm
Vesey Street Capital Partners, LLC.
HERETIC BREWING: Seeks to Tap Osborn Maledon as Bankruptcy Counsel
------------------------------------------------------------------
Heretic Brewing Company seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to employ Osborn Maledon, PA.
The Debtor requires legal counsel to:
(a) give advice regarding the rights, powers and duties of the
Debtor in this Chapter 11 case;
(b) assist the Debtor in the preparation of statements and
schedules and any amendments;
(c) assist the Debtor in the formulation, preparation, and
prosecution of a plan of reorganization;
(d) assist the Debtor with regard to litigation and other
matters related to the administration and conduct of its Chapter 11
case;
(e) assist and advise the Debtor in discussions with creditors
relating to the administration of this case;
(f) assist the Debtor in reviewing claims asserted against it
and in negotiating with claimants asserting such claims;
(g) assist the Debtor in examining and investigating potential
preferences, fraudulent conveyances, and other causes of action;
(h) represent the Debtor at all hearings and other
proceedings;
(i) review and analyze legal papers;
(j) advise the Debtor concerning, and prepare on its behalf,
all legal documents filed in the case; and
(k) perform such other legal services as may be required or
appropriate.
The hourly rates of the firm's counsel and staff are as follows:
Christopher C. Simpson $655
Warren Stapleton $575
Andrew Haynes $295
Lawyers $310 - $910
Law Clerks, Paralegals $155 - $275
Other Assistants $155 - $275
In addition, the firm will seek reimbursement for expenses
incurred.
Christopher Simpson, Esq., an attorney at Osborn Maledon, 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 through:
Christopher C. Simpson, Esq.
Warren J. Stapleton, Esq.
Andrew B. Haynes, Esq.
Osborn Maledon, PA
2929 North Central Avenue, 20th floor
Phoenix, AZ 85012
Telephone: (602) 640-9000
Email: csimpson@omlaw.com
wstapleton@omlaw.com
ahaynes@omlaw.com
About Heretic Brewing Company
Heretic Brewing Company, a beverage manufacturing business, filed
its voluntary petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 24-00634) on Jan. 26,
2024, with up to $1 million in assets and up to $10 million in
liabilities. Joseph Cotterman serves as Subchapter V trustee.
Christopher C. Simpson, Esq., at Osborn Maledon, PA is the Debtor's
bankruptcy counsel.
HIGH VALLEY: Unsecureds Owed $38,135 Unimpaired in Plan
-------------------------------------------------------
Judge Thomas M. Horan has entered an order approving High Valley
Investments, LLC, et al.'s Disclosure Statement on an interim
basis.
The Combined Hearing is hereby scheduled for Mar. 14, 2024 at 2:00
p.m. (prevailing Eastern Time).
The following dates and deadlines are approved:
* The Voting Record Date will be on Feb. 1, 2024 or the date of
entry of the Proposed Solicitation Procedures Order.
* The Date by Which Solicitation Will be Mailed is within 3
business days after entry of the Proposed Solicitation Procedures
Order or as soon as reasonably practicable thereafter.
* The Deadline to File Rule 3018 Motions will be on Feb. 16,
2024 at 4:00 p.m. (prevailing Eastern Time).
* The Deadline to Respond to any Rule 3018 Motions will be on
Feb. 23, 2024 at 4:00 p.m. (prevailing Eastern Time).
* The Deadline to File Plan Supplement will be on Feb. 27,
2024.
* The Voting Deadline will be on Mar. 5, 2024 at 4:00 p.m.
(prevailing Eastern Time).
* The Deadline to Object to Confirmation and Final Approval of
Adequacy of Disclosures will be on Mar. 5, 2024 at 4:00 p.m.
(prevailing Eastern Time).
* The Deadline to file brief, replies, and declarations in
support of the Plan and the proposed Confirmation Order will be on
Mar. 12, 2024 at 12:00 p.m. (prevailing Eastern Time).
* The Combined Hearing will be on Mar. 14, 2024 at 2:00 p.m.
(prevailing Eastern Time).
Disclosure Statement
High Valley Investments, LLC, et al. submitted a Disclosure
Statement for Joint Chapter 11 Plan of Reorganization.
Chapter 11 of the Bankruptcy Code permits a debtor to resolve its
affairs and distribute the proceeds of its estate pursuant to a
confirmed chapter 11 plan. To that end, the Debtors filed the Plan
contemporaneously with the filing of this Disclosure Statement. The
Plan contemplates that the Debtors and their Estates will
reorganize and continue operating as a going concern. The primary
objective of the Plan is to maximize the value of recoveries to
holders of Allowed Claims in accordance with the Bankruptcy Code
and Plan. The Debtors assert that the Plan accomplishes this
objective and is in the best interests of the Estates, and
therefore seek to confirm the Plan.
Under the Plan, Class 4 General Unsecured Claims total $38,135 and
unimpaired. Each holder of an Allowed General Unsecured Claim will
receive at the option of the Debtors or Reorganized Debtors, as
applicable, in full and complete satisfaction, and release of and
in exchange for such Allowed General Unsecured Claim, either (a)
payment in full, in Cash, of the unpaid portion of the Allowed
amount of such Allowed General Unsecured Claim on, or as soon
thereafter as is reasonably practicable, the later of the (i)
Effective Date, (ii) first Business Day after the date that is
thirty (30) calendar days after the date a General Unsecured Claim
becomes an Allowed Claim, or (iii) the date that such Allowed
General Unsecured Claim becomes payable in the ordinary course of
business; (b) Reinstatement of such holder's Allowed General
Unsecured Claim; or (c) such other treatment as may render such
holder's Allowed General Unsecured Claim Unimpaired. Creditors will
recover 100% of their claims.
The Plan and distributions thereunder will be funded by existing
Cash, the sale of certain of the Debtors' real property assets, and
any financing or financial transactions that the Debtors may obtain
following the Effective Date.
Counsel for the Debtors and Debtors in Possession:
Edmon L. Morton, Esq.
Sean M. Beach, Esq.
Allison S. Mielke, Esq.
Shella Borovinskaya, Esq.
Timothy R. Powell, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 N. King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
E-mails: emorton@ycst.com
sbeach@ycst.com
amielke@ycst.com
sborovinskaya@ycst.com
tpowell@ycst.com
A copy of the Order dated Jan. 26, 2024, is available at
https://tinyurl.ph/Nlcbr from PacerMonitor.com.
A copy of the Disclosure Statement dated Jan. 26, 2024, is
available at https://tinyurl.ph/smFPt from PacerMonitor.com.
About High Valley Investments
High Valley Investments, LLC and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
23-11616) on Sept. 27, 2023. In the petitions signed by John P.
Madden, chief restructuring officer, High Valley disclosed up to
$100,000 in estimated assets and up to $50 million in estimated
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; Gibson, Dunn & Crutcher LLP as special counsel; and
Emerald Capital Advisors Corp. to provide a chief restructuring
officer (CRO) and additional personnel. Stretto, Inc. is the
administrative advisor.
HUBBARD RADIO: $372MM Bank Debt Trades at 22% Discount
------------------------------------------------------
Participations in a syndicated loan under which Hubbard Radio LLC
is a borrower were trading in the secondary market around 78.4
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $372 million facility is a Term loan that is scheduled to
mature on April 30, 2025. The amount is fully drawn and
outstanding.
Formed in 2011, Hubbard Radio, LLC is a family controlled and
privately held media company that owns and operates radio stations
in seven of top 30 markets, including Chicago, Washington, D.C.,
Minneapolis/St. Paul, St. Louis, Cincinnati, Seattle, and Phoenix.
Hubbard also operates 2060 Digital, LLC, a national digital
marketing agency based in Cincinnati, OH. Headquartered in St.
Paul, MN, the company is affiliated with Hubbard Broadcasting Inc.,
a television and radio broadcasting company that was started in
1923.
HULL ORGANIZATION: Taps Kaplan Johnson Abate & Bird as Counsel
--------------------------------------------------------------
Hull Organization, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Western District of Kentucky to
employ Kaplan Johnson Abate & Bird, LLP.
The Debtors require legal counsel to:
(a) give advice regarding the powers and duties of the Debtors
in the continued management of their financial affairs and estates'
assets;
(b) take all necessary action to protect and preserve the
estates;
(c) prepare legal papers; and
(d) perform any and all other legal services for the Debtors
in connection with these Chapter 11 cases and the formulation and
implementation of Chapter 11 plans.
The firm received payments totaling $35,000 in the aggregate as
retainer on account of services rendered and to be rendered to the
Debtors in connection with these cases.
Tyler Yeager, Esq., an attorney at Kaplan Johnson Abate & Bird,
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 through:
Charity S. Bird, Esq.
Tyler R. Yeager, Esq.
Kaplan Johnson Abate & Bird LLP
710 W. Main St., 4th Floor
Louisville, KY 40202
Telephone: (502) 416-1630
Facsimile: (502) 540-8282
Email: cbird@kaplanjohnsonlaw.com
tyeager@kaplanjohnsonlaw.com
About Hull Organization
Hull Organization, LLC is primarily engaged in renting and leasing
real estate properties. The company is based in Louisville, Ky.
Hull Organization and its affiliates filed petitions under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Ky. Lead Case
No. 23-32983) on Dec. 13, 2023. Michael Wheatley serves as
Subchapter V trustee.
At the time of the filing, Hull Organization reported $1 million to
$10 million in both assets and liabilities.
Judge Alan C. Stout oversees the cases.
Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP
represents the Debtors as legal counsel.
HYSSOP LLC: Unsecureds to get Paid After Other Claims
-----------------------------------------------------
HYSSOP LLC d/b/a Food With Melinda submitted a Disclosure Statement
for Small Business under Chapter 11 for a Plan of Reorganization
under Chapter 11 of the Bankruptcy Code.
The plan will be funded by the sale of the Debtor's assets for the
sum of $140,000 to the proposed purchaser Ten Thousand A.D., LLC,
subject to approval by the Bankruptcy Court. After payment of
administrative and priority claims, and secured creditors,
unsecured creditors will be paid from remaining available proceeds.
No distribution to unsecured creditors is expected.
Under the Plan, Class 3 All General Unsecured Claims are impaired.
These claims will be paid a distribution of available funds after
payment of administrative, priority, and secured creditors. No
distribution is expected for unsecured creditors.
Payments and distributions under the Plan will be funded by the
sale of substantially all of the assets of the Debtor for the sum
of $140,000.00, subject to higher and better offers, to the
stalking horse purchaser Ten Thousand A.D., LLC. The Debtor will
file a motion to approve the sale to be heard at the time of the
confirmation hearing.
The Debtor's counsel MT Law shall serve as the disbursing agent and
shall make all payments required under the Plan.
If the Debtor defaults under the Plan after confirmation but prior
to entry of a final decree, the Court shall have the authority to
appoint a plan administrator to implement the Plan or take any
other such other actions authorized by 11 U.S.C. s 1142.
Attorneys for the Debtor:
Lawrence F. Morrison, Esq.
Brian J. Hufnagel, Esq.
MORRISON TENENBAUM PLLC
87 Walker Street, Floor 2
New York, NY 10013
Telephone: (212) 620-0938
Facsimile: (646)390-5095
A copy of the Disclosure Statement dated Jan. 26, 2024, is
available at https://tinyurl.ph/vDIrc from PacerMonitor.com.
About Hyssop LLC d/b/a Food With Melinda
Hyssop LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y.
Case No. 23-43725) on _ October 15, 2023, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by MORRISON TENENBAUM PLLC.
INNOVATIVE DENTAL: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
Innovative Dental of Hannibal, LLC asks the U.S. Bankruptcy Court
for the Eastern District of Missouri, Northern Division, for
authority to use cash collateral and provide adequate protection.
Charles W. Janes, the principal, personally suffered some personal
financial setbacks due to poor personal financial decisions.
Additionally, the Debtor became involved in an expensive and
protracted dissolution of marriage with minor children. The
personal emotional and financial strain led to financial decisions
in the business which impacted its profitability.
The Debtor attempted to reorganize debts outside of bankruptcy in
order to honor all contractual obligations. Unfortunately, the
Debtor was the subject of a series of fraudulent transactions by
"brokers" using aliases that promised high-rate, short terms loans
that would be repaid in 30 days by a long term, low interest loan.
Once the short-term obligations were funded, at least one of the
brokers "disappeared" while the others simply stated that they had
belatedly discovered the loans were not approved unless the Debtor
paid the broker more money "on the side."
The result of the ill-fated attempt to consolidate loans
significantly contributed to an inability to maintain sufficient
cash flow to service the debts without relief from this court.
The Debtor's secured lender is First Savings Bank. The Debtor
entered into a promissory note with FSB, one on or about January
20, 2018, in the original principal amount of $1.950 million. The
current outstanding balance under the FSB Loans is approximately
$1.6 million.
The FSB Loan is secured by substantially all of the assets of the
Debtor, including without limitation, a lien on all of the Debtor's
receivables. FSB's claims against the real and personal property of
the Debtor are duly secured, valid, enforceable and perfected.
As adequate protection for use of the cash collateral, the Debtor
proposes to grant to FSB the following: (a) a first priority
replacement lien in accordance with 11 U.S.C. section 361(2) on all
real and personal properties of the Debtor on which FSB has a
pre-petition lien and security interest; and (b) an administrative
expense claim under 11 U.S.C. Section 507(b) to the extent the
adequate protection provided herein is proved to be inadequate.
A copy of the motion is available at https://urlcurt.com/u?l=p53uU4
from PacerMonitor.com.
About Innovative Dental of Hannibal, LLC
Innovative Dental of Hannibal, LLC is a provider of comprehensive
dental care. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-20011) on January
30, 2024. In the petition signed by Charles W. Janes,
member/manager, the Debtor disclosed $1,037,174 in assets and
$6,049,362 in liabilities.
Judge Kathy A Surratt-States oversees the case.
John M. Hark, Esq., at Curl, Hark & Holliday, represents the Debtor
as legal counsel.
INNOVATIVE DENTAL: Seth Albin Named Subchapter V Trustee
--------------------------------------------------------
Jerry Jensen, Acting U.S. Trustee for Region 13, appointed Seth
Albin, Esq., as Subchapter V trustee for Innovative Dental of
Hannibal, LLC.
Mr. Albin, a member of Summers Compton Wells, LLC, will be paid an
hourly fee of $295 for his services as Subchapter V trustee and
will be reimbursed for work-related expenses incurred.
Mr. Albin declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mr. Seth A. Albin
Summers Compton Wells, LLC
903 S. Lindbergh, Ste. 200
St. Louis, MO 63131
(314) 991-4999 office
(314) 872-0390 fax
Email: salbin@summerscomptonwells.com
About Innovative Dental of Hannibal
Innovative Dental of Hannibal, LLC is a provider of comprehensive
dental care based in Hannibal, Mo.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-20011) on January 30,
2024, with $1,037,174 in assets and $6,049,362 in liabilities.
Charles W. Janes, member and manager, signed the petition.
Judge Kathy A. Surratt-States oversees the case.
John M. Hark, Esq., at Curl, Hark & Holliday represents the Debtor
as legal counsel.
INTERNATIONAL FOODS: Seeks Cash Collateral Access
-------------------------------------------------
International Foods NW Inc. asks the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, for authority to
use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to pay operating
expenses critical to operations, including vendors, employees,
bankruptcy professionals, and related expenditures.
To the best of the Debtor's knowledge, the only creditor that has a
security interest in cash collateral is Wintrust Bank, N.A.; the
Debtor has three loans with Wintrust, each of which are secured by
cash collateral.
According to the Illinois Secretary of State, Associated Wholesale
Grocers, Inc. filed a UCC-1 statement on May 24, 2017. However, the
Debtor's understanding is that the debt secured by this purported
lien has been satisfied, and therefore AWG no longer has any claim
to the Debtor's cash collateral, to the extent that it ever did.
Therefore, the Debtor should be permitted to use its cash
irrespective of AWG's purported lien.
Wintrust is the only creditor secured by cash collateral. With
respect to its first secured loan to the Debtor, Wintrust perfected
its security interest by filing a UCC-1 statement with the Illinois
Secretary of State on June 22, 2022.
As adequate protection, the Debtor will provide Wintrust the
following:
a. The Debtor will maintain and pay premiums for insurance to cover
all of its assets from fire, theft and water damage;
b. The Debtor will, upon reasonable request, make available to
Wintrust evidence of that which purportedly constitutes their
collateral or proceeds;
c. The Debtor will properly maintain the collateral and properly
manage the collateral; and,
d. The Debtor will grant replacement liens to Wintrust to the
extent of their prepetition liens, and attaching to the same assets
of the Debtor in which Wintrust asserted pre-petition liens.
A hearing on the matter is set for February 7, 2024, at 10:30 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=ObPjSd
from PacerMonitor.com.
About International Foods NW Inc.
International Foods NW Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-01165) on
January 29, 2024. In the petition signed by Carlos Mella-Picel,
owner, the Debtor disclosed up to $500,000 in assets and up to $10
million in liabilities.
Judge Deborah L. Thorne oversees the case.
John F. Hiltz, Esq., at Hiltz Zanzig & Heiligman LLC, represents
the Debtor as legal counsel.
INVIVO THERAPEUTICS: Feb. 8 Deadline Set for Panel Questionnaires
-----------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of InVivo Therapeutics
Corporation, et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at http://tinyurl.com/2duwcju3and return by email it to
Joseph Cudia --Joseph.Cudia@usdoj.gov -- at the Office of the
United States Trustee so that it is received no later than 4:00
p.m., on Feb. 8, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About InVivo Therapeutics
InVivo Therapeutics Corporation is a research and clinical-stage
biomaterials and biotechnology company with a focus on treatment of
spinal cord injuries.
InVivo Therapeutics and InVivo Therapeutics Holdings Corp. sought
relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del.
Case No. 24-10137) on Feb. 1, 2024. In the petition filed by
Richard Christopher, chief financial officer, the Companies
reported assets of $9,584,000 and liabilities of $666,000.
Hon. Mary F. Walrath presides over the cases.
The Debtors tapped Landis Rath & Cobb LLP as bankruptcy counsel.
Wilmer Cutler Pickering Hale and Dorr LLP is the Debtors' special
corporate counsel. Sonoran Capital Advisors, LLC is the Debtors'
financial advisor and SSG Advisors LLC is the Debtors' investment
banker.
IPWE INC: Seeks Chapter 11 Bankruptcy Protection
------------------------------------------------
Jonathan Romeo of Law360 reports that IPwe, a patent trading
platform operator, is petitioning for Chapter 11 protection in
Delaware with about $7.2 million in debt, a significant portion of
which is held by IBM, citing an inability to adapt to changing
market conditions, prolonged software sales cycles and difficulties
in securing additional equity capital.
About IPwe Inc.
IPwe Inc. has been at the forefront of developing blockchain
solutions for IP strategy, collaborating with leading blockchain
providers such as IBM, Hyperledger, and CasperLabs. The Debtor's
cutting-edge IP strategy solution, Smart Intangible Asset
Management, utilizes dynamic patent NFTs and its proprietary AI
algorithm to consolidate IP data and generate data-driven metrics,
including valuations, ratings, and benchmarks for every patent.
IPwe Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 24-10078) on January 24, 2024. In the
petition filed by Leann M. Pinto, as CEO, the Debtor reports total
assets of $156,169 and total liabilities of $7,292,376.
Honorable Bankruptcy Judge Craig T. Goldblatt oversees the case.
The Debtor is represented by:
Ronald S. Gellert, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
1201 N. Orange Street
Suite 300
Wilmington, DE 19801
Tel: (302) 425-5806
Email: rgellert@gsbblaw.com
IQ DENTAL: Unsecured Creditors to Split $1.5M over 5 Years
----------------------------------------------------------
IQ Dental Supply, LLC, filed with the U.S. Bankruptcy Court for the
District of New Jersey a Disclosure Statement describing Chapter 11
Plan dated January 30, 2024.
The Debtor is a retailer of dental supplies, equipment, and
services directly to dental offices. The Debtor's main office is
located in Fairfield, New Jersey, but it also operates out of
warehouses located in San Antonio, Texas and Deer Park, New York.
SGD International, Inc. and Sergey Kunin formed the Debtor on
February 13, 2009 as a limited liability company organized under
the laws of the State of New Jersey. As of the filing of the
bankruptcy, the Debtor has approximately 56 employees (54 full-time
employees and 2 part-time employees) and 4 independent
contractors.
Since achieving a revenue high of $35,000,000 in 2020, the Debtor
has experienced a revenue decline of 5% in 2021, and a 12% decline
in 2022. In addition to the revenue decline, Kunin is currently
engaged in a contested matrimonial proceeding pending in the
Superior Court of New Jersey, Essex Vicinage captioned Kunin v.
Kunin, Docket No. FM-07-2714-21. These proceedings have greatly
impacted Kunin's credit and ability to offer any personal guarantee
for a refinance transaction.
In addition, multiple subpoenas were served on the Debtor's secured
lender, East West Bank ("EWB"). Following those subpoenas, EWB
refused to extend IQ Dental's credit line and placed the loan into
default. This has significantly impacted the Debtor's ability to
operate. The steps taken by EWB in shutting down the Debtor's line
of credit forced the Debtor to file for Chapter 11 protection.
Beginning in September 2023, EWB began limiting and then ultimately
shutting down the loan facility provided to the Debtor.
Class 5 consists of General Unsecured Claims. Allowed Class 5
Claims shall be paid a pro rata portion of $1,500,000. The
$1,500,000 will be paid on a pro rata basis over 5 years on a
quarterly basis (20 quarters). Total amount of claims is still
being determined in light of the fact that certain claims are
subject to objection and reclassification, but are anticipated at
approximately $4,500,000.
All equity interests in the Debtor will be extinguished on the
Effective Date and equity interest in the Reorganized Debtor or the
assets of the Debtor shall be issued or sold (as applicable) on the
Effective Date to Plan Proponent Alex Chobitko (or a company owned
or controlled by him) upon payment of $150,000 in new value ("New
Value Contribution"). Mr. Chobitko is a businessperson who resides
in New York. He has done business with the Debtor over the past 7
or more years. He is not a creditor of the Debtor.
The Plan will be funded, in part, by the New Value Contribution.
These funds shall be held in escrow by Trenk Isabel Siddiqi &
Shahdanian P.C. and disbursed in accordance with this Plan.
The remainder of the Plan shall be funded by the Debtor's
continuing operating receipts, as set forth in the Debtor's
projections.
A full-text copy of the Disclosure Statement dated January 30, 2024
is available at https://urlcurt.com/u?l=sjI1G1 from
PacerMonitor.com at no charge.
Counsel for Debtor:
Richard D. Trenk, Esq.
Robert S. Roglieri, Esq.
TRENK ISABEL SIDDIQI
& SHAHDANIAN P.C.
290 W. Mt. Pleasant Ave., Suite 2370
Livingston, NJ 07039
Telephone: (973) 533-1000
Email: rtrenk@tisslaw.com
Email: rroglieri@tisslaw.com
About IQ Dental Supply
IQ Dental Supply, LLC, is a full service dental supply company
selling dental supplies, equipment, and providing service since
2009. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 23-21402) on December 8,
2023. In the petition signed by Sergey Kunin, managing member, the
Debtor disclosed $10,092,591 in assets and $8,098,257 in
liabilities.
Judge Stacey L. Meisel oversees the case.
Richard D. Trenk, Esq., at TRENK ISABEL SIDDIQI & SHAHDANIAN P.C.,
is the Debtor's legal counsel.
IYS VENTURES: Proposes Hearing on Disclosures by Feb. 21
--------------------------------------------------------
IYS Ventures LLC is seeking approval of the adequacy of the
Disclosure Statement.
On January 12, 2024, the Debtor filed its Plan of Reorganization
and its Disclosure Statement with the Court.
There are no pending status dates or hearing dates set for the Plan
and Disclosure Statement.
By this Motion, pursuant to Bankruptcy Rule 3017(a), the Debtor
requests the Court set a hearing on Feb. 21, 2024, to consider the
adequacy of the Disclosure Statement in accordance with 11 U.S.C.
s1125(d); and, set Feb. 14, 2024, as the last day to file
objections to the Disclosure Statement.
On January 24, 2024, a copy of the Plan and Disclosure Statement
and Notice of Hearing on the Adequacy of the Disclosure Statement
was transmitted to the Debtor, the United States Trustee, the 20
largest unsecured creditors and all creditors requesting notice
through the CM/ECF system.
Attorney for Debtor:
Gregory K. Stern, Esq.
Monica C. O'Brien, Esq.
Dennis E. Quaid, Esq.
Rachel S. Sandler, Esq.
53 West Jackson Blvd., Suite 1442
Chicago, IL 60604
Tel: (312) 427-1558
About IYS Ventures
IYS Ventures LLC leases, owns and operates gas stations located in
Illinois, Minnesota, Michigan, Indiana, Ohio, South Dakota,
Virginia, Wisconsin, and Louisiana.
The Debtor filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06782) on May 23,
2023. In the petition filed by Muwafak Rizek, as manager and
member, the Debtor reported assets between $1 million and $10
million and liabilities between $10 million and $50 million.
Honorable Bankruptcy Judge David D. Cleary oversees the case.
The Debtor is represented by Gregory K Stern, Esq. at Gregory K.
Stern, P.C., represents the Debtor as legal counsel.
JLK CONSTRUCTION: Unsecureds Owed $5.5M Get 5% of Claims in Plan
----------------------------------------------------------------
JLK Construction, LLC, submitted a Third Amended Disclosure
Statement, dated Jan. 23, 2004.
General unsecured creditors are placed in Class 7 and will receive
a distribution of 5% of their allowed claim, to be distributed in
monthly payments, over 10 years plus a percentage of recoveries
from avoidance actions.
JLK identified the problems and potential solutions to stabilize
its business and to reorganize. JLK can reorganize for at least
these reasons:
* JLK has lowered its expenses and costs and goods sold. For
example, the Debtor has let go to foreclosure or for sale some
machinery and equipment ("M&E"). This lowered costs such as
insurances, maintenance and lease or loan payments. JLK lowered the
lease payments for the space it rents for its offices. It believes
that with the pending November, 2023, auction, it will
substantially reduce the claim of Newtek and further lower its
internal operating costs.
* JLK increased its bid margins. While JLK will probably obtain
fewer bids, the margins will be healthier. Much of the work JLK
bids on is what is known as negotiated work as opposed to lowest
bid work. The latter - lowest bid - means the general contractor
will select the lowest bid. By maintaining its margins, this means
that JLK will not receive many contracts. Much of JLK's work is
work with the same general contractors who are looking for a higher
or consistent quality of work, hence prices are negotiated. JLK
does repeat work with a number of general contractors. In its
bidding process, it is not unusual for the general contractor to
work closely with JLK because, especially for larger projects, JLK
will prepare extensive computer models of the work proposed to be
done. JLK will use drones and various computer programs to do this.
This is a highly sophisticated manner of conducting excavation work
but it also tends to reduce errors and to speed up the work. JLK
also actively looks for problems that the general contractor did
not foresee at the time of bidding and lets the general contractor
know about these problems.
* JLK has ongoing work for a period of months. JLK has
traditionally faced slower work in winter months. This year it has
worked with general contractors in Texas, Arkansas and Georgia to
bid on negotiated contracts for excavation work. JLK's principal
has many years in the industry and professional connections to
general contractors outside Missouri. They have invited bids from
JLK. It is not known whether JLK will obtain out of state work for
the upcoming winter months but JLK will pursue this for future
years.
* JLK is estimating its jobs more carefully to make sure to
include all costs and to maintain its margin.
* JLK retained a bookkeeper and a CPA to create a better
financial structure for reporting so JLK can better understand its
financial position. Prepetition the Debtor did not have a
bookkeeper involved, monitoring cash flow needs and revenues and
working with management to help ensure monies were on hand when
required.
Below are classes of Priority Unsecured Claims with corresponding
treatment:
Cons Ind Laborer Training (36) total $8,304.03. Based upon a
priority claim of $8,304.03, with zero interest, paid in full
between month 1 and month 120. Monthly payments are $69.20, and the
claim is paid in full after month 120 of the plan.
Cons Ind Labor Supp Med (37) total $3,839.55. Based upon a
priority claim of $3,839.55, with zero interest, paid in full
between month 1 and month 120. Monthly payments are $32, and the
claim is paid in full after month 120 of the plan.
Cons Ind Labor Welfare (38) total $40,592.75. Based upon a
priority claim of $40,592.75, with zero interest, paid in full
between month 1 to month 120. Monthly payments are $338.27, and the
claim is paid in full after month 120 of the plan.
Greater KC Labor Vacation (39) total $8,398.50 Based upon a
priority claim of $8,398.50, with zero interest, paid in full
between month 1 and month 120. Monthly payments are $69.99, and the
claim is paid in full after month 120 of the plan.
Cons Ind Labor Pension (40) total $32,096.30. Based upon a
priority claim of $32,096.30, with zero interest, paid in full
between month 1 and month 120. Monthly payments are $267.47, and
the claim is paid in full after month 120 of the plan.
Under the Plan Class 6 consists of General unsecured Claims with a
total amount of claims scheduled, $7,559,945. Total unsecured
claims filed to date amount to $5,534,790.03.
After comparing filed claims to proofs of claim and reconciling
them, including Newtek's unsecured claims, JLK estimates reconciled
claims in this class to amount to $5,557,691. This figure is
subject to revision based on events that occur.
Creditors belonging to this class hold unsecured claims, claims
that are partially undersecured and any rejection claims.
Jesse Kagarice's contribution at month 36 for $50,000 shall be paid
on a pro rata basis to members of this Class.
Based upon unsecured claims of $5,534,790.03, assuming no recovery
from the lawsuits, then the claims are paid at 5% over the 10-year
plan. No payments are scheduled in Jan and Feb of each year, to
account for cash flow dips resulting from seasonality due to
weather. Monthly payments begin in month 7, and in years 1-3 are
$1287, years 4-5 are $2058, and years 6-10 are $4117. Total
unsecured payments are $277,884.
JLK will pay to this class from recoveries from avoidance actions
50% of net monies recovered after (1) after payment of legal fees
and (2) satisfaction of Newtek's lien against avoidance recoveries.
The other 50% net monies will be used by JLK for its business
operations.
Any creditor in this class asserting a right to attorneys' fees and
costs must, within 21 days following entry of the order confirming
the Plan, either file a motion for allowance of fees and costs or
must file a stipulation with the Debtor as to the amount of fees
and costs. The failure to timely do so will result in the
disallowance of any claim for attorneys' fees and costs.
For creditors whose payments in a given month would be less than
$25.00, they shall be paid quarterly in the 3rd month of each
quarter. The Debtor will not distribute any monies to defendants on
account of any claims they may hold pending conclusion of adversary
actions against them
Class 6 is impaired.
Class 7 consists of General insider unsecured claims of Cindy
Kagarice for $6,000. Creditor will recover $100. Class 7 is
impaired.
Payments and distributions under the Plan will be funded by the
following:
* Funding on the Effective Date will be funded from the cash on
hand from operations and by new value monies contributed.
* Funding after the Effective Date. These funds will be obtained
from: (a) any and all remaining cash retained by the Reorganized
Debtor after the Effective Date; (b) Cash generated from the
post-Effective Date operations of the reorganized Debtor; and ©
contributions which the Reorganized Debtor obtains from its equity
holder.
Counsel for the Debtor:
Steven R. Fox, Esq.
THE FOX LAW CORPORATION, INC.
17835 Ventura Blvd., Suite 306
Encino, CA 91316
Tel: (818)774-3545
E-mail: srfox@foxlaw.com
-and-
Colin Gotham, Esq.
EVANS & MULLINIX, P.A.
7225 Renner Road, Suite 200
Shawnee, KS 66217
Tel: (913) 962-8700
Fax: (913) 962-8701
E-mail: cgotham@emlawkc.com
A copy of the Disclosure Statement dated Jan. 24, 2024, is
available at https://tinyurl.ph/YzIdH from PacerMonitor.com.
About JLK Construction
JLK Construction, LLC, moves dirt, excavates dirt and does basic
concrete flatwork. It is a union shop.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mo. Case No. 23-50034) on Feb. 13, 2023. In the
petition signed by Jesse L. Kagarice, managing member, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Brian T. Fenimore oversees the case.
Colin N. Gotham, Esq., at Evans and Mullinix, P.A., and Steven R.
Fox, Esq., at The Fox Law Corp., Inc., represent the Debtor as
legal counsel. Newtek Small Business Finance, LLC, as lender, is
represented by Jonathan A. Margolies, Esq.
KNIGHT HEALTH: $450MM Bank Debt Trades at 60% Discount
------------------------------------------------------
Participations in a syndicated loan under which Knight Health
Holdings LLC is a borrower were trading in the secondary market
around 39.6 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $450 million facility is a Term loan that is scheduled to
mature on December 23, 2028. The amount is fully drawn and
outstanding.
Knight Health Holdings LLC is a provider of a community-based acute
and post-acute care, with 18 short-term acute care hospitals and 61
long-term acute care facilities across 25 states.
KODIAK TRUCKING: Wins Cash Collateral Access Thru Feb 28
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Fresno Division, authorized Kodiak Trucking, Inc. to use
supplemental cash collateral on an emergency basis, over the
amounts previously authorized in the court's order dated January
19, 2024, pursuant to the budget, for the period from January 31 to
February 28, 2024.
The court said all provisions of the Second Interim Cash Collateral
Order will apply to the additional use of cash collateral and will
continue to be in effect as to the cash collateral use previously
authorized.
As previously reported by the Troubled Company Reporter, the
secured creditors were granted replacement security interests in,
and liens on, all post-Petition Date acquired property of the
Debtor and the Debtor's bankruptcy estate that is the same type of
property that the respective secured creditor holds a pre-petition
interest, lien or security interest to the extent of the validity
and priority of such interests, liens, or security interests, if
any. The amount of each of the Replacement Liens will be up to the
amount of any diminution in value of the secured creditor's
collateral position from the Petition Date. The priority of the
Replacement Liens will be in the same priority as the secured
creditor's respective pre-petition interests, liens and security
interests in similar property.
To the extent that the Replacement Liens prove inadequate to
protect a secured creditor from a demonstrated diminution in the
value of its collateral position from the Petition Date, the
secured creditors were granted an administrative expense claim
under Code Section 503(b) with priority in payment under Code
Section 507(b), provided, however, that this will not modify the
priorities of the Bankruptcy Code in the event of a conversion to
Chapter 7.
The Second Interim Order will expire and the Debtor's right to use
cash collateral will terminate, unless extended by further order of
the Court or by express written consent of eCapital, on the earlier
of:
(i) March 31, 2024;
(ii) the first business day after the date of the final hearing
on the Debtor's use of cash collateral;
(iii) the failure of the Debtor to comply with any provision of
the Second Interim Order;
(iv) the entry of an order authorizing, or if there will occur,
a conversion or dismissal of the case under 11 U.S.C. Section
1112;
(v) the entry of an order appointing a trustee, or appointing
an examiner with powers exceeding those set forth in 11 U.S.C.
Section 1106(b);
(vi) the closing of a sale of all or a substantial portion of
the assets of the Debtor;
(vii) the cessation of day-to-day operations of the Debtor;
(viii) any loss of accreditation or licensing of the Debtor that
would materially impede or impair the Debtor's ability to operate
as a going concern; and
(ix) any material provision of the Second Interim Order for any
reason ceases to be enforceable, valid, or binding upon the
Debtor.
A final hearing on the supplemental use of cash collateral is set
for February 28 at 9:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=slJKqC
from PacerMonitor.com.
About Kodiak Trucking
Kodiak Trucking Inc., a company in Bakersfield, Calif., offers
specialized freight trucking services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-12784) on December
15, 2023, with $1 million to $10 million in both assets and
liabilities. Marco Arambula, chief executive officer, signed the
petition.
Judge Jennifer E. Niemann oversees the case.
Peter Fear, Esq., at Fear Waddell, P.C. represents the Debtor as
legal counsel.
LATROBE ASSOCIATES: Court OKs Deal on Cash Collateral Access
------------------------------------------------------------
Latrobe Associates, Inc. and First Commonwealth Bank sought and
obtained entry of an order from the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorizing the use cash
collateral on an interim basis.
The parties have agreed to an extension for the continued use of
cash collateral by the Debtor in accordance with the Amended Joint
Stipulation Allowing Interim Use of Cash Collateral and
Establishing Adequate Protection.
The extension of the Debtor's use of cash collateral will be
through February 29, 2024 in exchange for adequate protection
payment to First Commonwealth for the month of February in the
amount of $19,000.
The Parties will continue to adhere to all requirements set forth
in the Amended Joint Stipulation for the use of cash collateral and
the Debtor will use cash collateral in accordance with the budget.
A copy of the order is available at https://urlcurt.com/u?l=WjvJsa
from PacerMonitor.com.
About Latrobe Associates, Inc.
Latrobe Associates is a custom manufacturer of thermoset and
thermoplastic molded components.
Latrobe Associates, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
23-22612) on Dec. 1, 2023. The petition was signed by Matthew
Redmond as chief financial officer. At the time of filing, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.
Judge Jeffery A. Deller oversees the case.
Gregory C. Michaels, Esq. at Dickie, Mccamey & Chilcote, PC
represents the Debtor as counsel.
LEON INDUSTRIES: Court OKs Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Leon Industries LLC dba US Glove to use cash collateral
on an interim basis, in accordance with its agreement with M&T
Bank, until the date of the final hearing set for March 20, 2024.
The Debtor is indebted to M&T Bank pursuant to an Amended and
Restated Note dated March 15, 2023 in the principal amount of
$2.140 million and a Loan Agreement dated August 19, 2022.
The aggregate outstanding principal balance of the Debtor to M&T
Bank under the Term Loan is $2.2 million as of December 13, 2023
plus continuing interest, fees and expenses, and such balance is
not subject to setoff, equitable subordination, or disallowance for
any reason.
The Debtor is indebted to M&T Bank pursuant to a Business Access
Line of Credit Note dated August 19,2022 in the principal amount of
$400,000.
The Debtor's aggregate outstanding principal balance owed to M&T
Bank under the Line of Credit is $400,000 as of December 13, 2023
plus continuing interest, fees and expenses, and such balance is
not subject to setoff, equitable subordination, or disallowance for
any reason.
As adequate protection, M&T Bank is granted roll-over or
replacement liens granting security to the same extent and with
respect to the same assets as served as collateral for the
Prepetition M&T Bank Lien, to the extent the cash collateral is
actually used, without the need of any further recordation to
perfect such liens or security interests.
M&T Bank is also granted monthly cash payments in the amounts of
$3,700 and $20,000 on or before the 25th day and 1st day of each
month, respectively.
A copy of the order is available at https://urlcurt.com/u?l=n6WxA3
from PacerMonitor.com.
About Leon Industries LLC
Leon Industries LLC owns and operates a nitrile glove manufacturing
facility in New York.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. N.Y. Case No. 23-11203) on December
13, 2023. In the petition signed by Jacomo Hakim, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Carl L. Bucki oversees the case.
Arthur G. Baumeister, Jr., Esq., at BAUMEISTER DENZ LLP, represents
the Debtor as legal counsel.
LEONA TRANSPORTATION: Seeks Extension to File Plan Until May 27
---------------------------------------------------------------
Leona Transportation Inc. respectfully represents as follows:
On May 3, 2023 (the "Petition Date"), the Debtor filed voluntary
corporate bankruptcy petition with this Court for relief under
chapter 11 of the Bankruptcy Code.
The Debtor is a New York corporation with the business address
2939 Avenue Y, Brooklyn, NY 11235.
The Debtor requests an extension of the time period to file a
Plan of Reorganization and Disclosure statement for additional 90
days through and including May 27, 2024, pursuant to section
1121(e) of the Bankruptcy Code, without prejudice to the Debtor's
right to seek an additional extension of such Period. The Debtor is
a small business Debtor as defined by 11 U.S. C. s 101(S1C).
Leona Transportation Inc., the Debtor herein, is a
transportation corporation, which suffered severely during the
Covid-19 pandemic. Debts on several loans and credit lines
accumulated, while the Debtor was unable to operate at full
capacity. In order to reorganize its debts and allow for feasible
debt repayment terms, the Debtor sought Chapter 11 bankruptcy
protection.
This is the Debtor's second request for an extension of the Time
period to file a plan of reorganization and disclosure statement.
This second extension is not made for the purpose of delay. The
second requested extension of the time period to file a plan is
necessary due to the fact, that the time to file a plan is set to
expire on February 27, 2024, and the Debtor needs an additional
time to negotiate the resolution of the claim filed by U.S. Small
Business Administration, to draft the settlement agreement,
thereafter to obtain Court approval of the mutually reached terms
and to file a plan of reorganization, incorporating settlement
terms reached by the parties and offering treatment to remaining
Creditors of the estate. Further, the Debtor needs additional time
to negotiate the cure terms with respect to the rent arrears with
the Landlord.
Furthermore, the second extension of the time period to file a
plan will allow the Debtor to file a Chapter 11 plan without
violating the Bankruptcy Code and to provide treatment to its
Creditors.
Counsel for Debtor:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
About Leona Transportation
Leona Transportation, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 23-41546) on May 3, 2023, with as much as
$1 million in both assets and liabilities. Judge Elizabeth S. Stong
oversees the case.
The Debtor tapped the Law Offices of Alla Kachan, P.C. as
bankruptcy counsel and Wisdom Professional Services, Inc. as
accountant.
LIFESCAN GLOBAL: $275MM Bank Debt Trades at 48% Discount
--------------------------------------------------------
Participations in a syndicated loan under which LifeScan Global
Corp is a borrower were trading in the secondary market around 52.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $275 million facility is a Term loan that is scheduled to
mature on March 31, 2027. The amount is fully drawn and
outstanding.
Lifescan Global Corporation is a provider of blood glucose
monitoring systems for home and hospital use.
LINDEN AUTO: May Use $87,044 of Cash Collateral
-----------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Linden Auto Spa LLC to use cash collateral up to the aggregate
amount of $87,044 for a 60-day period in accordance with the
budget.
Specifically, the Debtor is permitted to use cash collateral for
the following purposes:
A. Maintenance and preservation of its assets; and
B. The continued operation of its business, including but not
limited to payroll, payroll taxes, employee expenses and insurance
costs;
C. Continuation of work in progress; and
D. Payment of ongoing and customary business expenses.
The Mint National Bank has asserted a secured claim against the
Debtor in the approximate amount of $1.399 million as of the
Petition Date.
Mint has, and the Debtor has acknowledged and agreed that Mint has,
as of the Petition Date, a valid and subsisting first lien and
security interest in the Debtor's tangible and intangible personal
property consisting of inventory, accounts receivable, accounts,
equipment, furniture, fixtures securing the Debtor's indebtedness,
in the total principal amount of $1.399 million, together with
accrued interest, fees and costs.
As adequate protection, Mint is granted replacement perfected
security interest under 11 U.S.C. Section 361(2).
To the extent the adequate protection provided for proves
insufficient to protect Mint's interest in and to the cash
collateral, Mint will have a superpriority administrative expense
claims, pursuant to 11 U.S.C. Section 507(b).
The replacement lien and security interest granted is automatically
deemed perfected upon the entry of the Order without the necessity
of Mint taking possession, filing financing statements, mortgages
or other documents.
The Debtor will continue to make monthly payments to Mint in the
amount of $7,000 per month, which began on September 10, 2023, and
continue on the tenth of each month thereafter, including but not
limited to, February 10, 2024, and March 10, 2024. In addition,
pursuant to the terms of the First Interim Cash Collateral Order,
the Debtor shall continue monthly payments to MINT in the amount of
$1,500 per month to MINT, which began on September 10, 2023, and
continue on the tenth of each month thereafter, including, but not
limited to, February 10, 2024, and March 10, 2024, which funds
shall be held by MINT and used by MINT to pay real estate taxes as
they become due on the commercial property located at 1066 East
Elizabeth Avenue, Linden, New Jersey 07036.
A final hearing on the matter is set for March 19, 2024 at 11 a.m.
A copy of the order is available at https://urlcurt.com/u?l=lCZllt
from PacerMonitor.com.
About Linden Auto Spa, LLC
Linden Auto Spa, LLC operates an automobile car wash business at
1066 East Elizabeth Avenue, Linden, New Jersey 07036. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr D. N.J. Case No. 23-17265) on August 22, 2023. In the
petition signed by Andrew A. Montoya, managing member, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Stacey L. Meisel oversees the case.
Justin M Gillman, Esq., at Gillman, Bruton & Capone, LLC,
represents the Debtor as legal counsel.
LOUISVILLE LUSH: Feb. 20 Plan Confirmation Hearing Set
------------------------------------------------------
Judge Charles R. Merrill has entered an order that a hearing to
consider confirmation of Louisville Lush Aesthetics, LLC's Chapter
11 Plan is scheduled for Tuesday, Feb. 20, 2024, at 11:00 a.m.
(Eastern Time) in Courtroom #3, Fifth Floor (6th Street Elevators),
Gene Snyder U.S. Courthouse, 601 West Broadway, Louisville,
Kentucky.
If any party in interest is objecting to confirmation of the
Debtor's Plan, said objection must be filed with the Court no later
than 7 days prior to the scheduled hearing, and a copy of the
objection shall be served upon counsel for the Debtor and the
United States Trustee.
Counsel for the Debtor must mail copies of this order, the plan of
reorganization, and the ballot to the trustee, the United States
Trustee, and all scheduled creditors and parties in interest, and
file a certificate of mailing with the Court no later than 7 days
prior to the date of hearing.
Counsel for the Debtor must file a tabulation of the ballots with
the Court no later than 2 business days prior to the date of the
confirmation hearing.
About Louisville Lush Aesthetics
Louisville Lush Aesthetics, LLC, operates a boutique medspa in
Louisville, Kentucky.
The Debtor filed a Chapter 11 petition (Bankr. W.D. Ky. Case No.
23-32060) on Sept. 1, 2023, with up to $1 million in both assets
and liabilities.
Judge Charles R. Merrill oversees the case.
Michael W. McClain, Esq., at Goldberg Simpson, LLC, is the Debtor's
legal counsel.
MADERA COMMUNITY: Court OKs Cash Collateral Access Thru Feb 9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Fresno Division, authorized Madera Community Hospital to use cash
collateral on an interim basis in accordance with the budget,
through February 9, 2024.
The Order is conditioned upon the County of Madera approving a
contribution to the Debtor's Estate and ultimately funding said
contribution to the Debtor's Estate pursuant to the timeline set
forth below via Transfer of Appropriations No. 23-008 in the amount
of $500,000 (transferred from American Rescue Plan Act
Budget-Appropriations for Contingencies to Contributions to Other
Agencies for Fiscal Year 2023-2024), and provided that:
(i) the Debtor's hospital facility will be kept in
substantially the same as its current operating condition and the
Debtor will not discontinue operations that would affect the
hospital license or otherwise be under threat of being shut down
prior to December 15, 2023,
(ii) the funding to be provided by the County of Madera will be
used only for the limited purpose of paying necessary expenses to
preserve the license and the hospital as a going concern and not
used to pay general claims against the estate such as pre-petition
claims or bankruptcy professional fees, and
(iii) the County has received written or electronic
communication from MCH that the Distressed Hospital Loan Program
(DHLP) Bridge Loan has not yet been received by MCH. This condition
must be met weekly for assistance payments to be released to MCH.
Weekly operating cost assistance will stop once MCH is in receipt
of the DHLP Bridge Loan. County of Madera funding timeline:
(a) $125,000 to the Debtor's Estate on or before February 9, 2024;
and
(b) $125,000 to the Debtor's Estate on or before February 16, 2024.
Saint Agnes Medical Center will receive an adequate protection
payment from the cash on hand in the amount of $4.5 million.
A copy of the Court's order is available at
https://urlcurt.com/u?l=T7v3pu from PacerMonitor.com.
About Madera Community Hospital
Madera Community Hospital operates a general medical and surgical
hospital in Madera, Calif.
Madera Community Hospital sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10457) on
March 10, 2023. In the petition signed by its chief executive
officer, Karen Paolinelli, the Debtor disclosed $50 million to $100
million in assets and $10 million to $50 million in liabilities.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley,
as bankruptcy counsel; McCormick Barstow LLP and Ward Legal, Inc.
as special counsels; and JWT & Associates, LLP as accountant.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors in the Debtor's Chapter 11 case. The committee
tapped Perkins Coie, LLP and Sills Cummis & Gross PC as legal
counsels and FTI Consulting, Inc. as financial advisor.
MAGENTA BUYER: $3.18BB Bank Debt Trades at 34% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Magenta Buyer LLC
is a borrower were trading in the secondary market around 66.0
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $3.18 billion facility is a Term loan that is scheduled to
mature on July 27, 2028. The amount is fully drawn and
outstanding.
Magenta Buyer LLC is a provider of cybersecurity software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MAGENTA BUYER: $750MM Bank Debt Trades at 64% Discount
------------------------------------------------------
Participations in a syndicated loan under which Magenta Buyer LLC
is a borrower were trading in the secondary market around 35.7
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $750 million facility is a Term loan that is scheduled to
mature on July 27, 2029. The amount is fully drawn and
outstanding.
Magenta Buyer LLC is a provider of cybersecurity software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MAGENTA BUYER: Eaton Vance EFT Marks $1.82MM Loan at 36% Off
------------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
$1,818,000 loan extended to Magenta Buyer, LLC., to market at
$1,172,434 or 64% of the outstanding amount, as of Nov. 30, 2023,
according to a disclosure contained in EFT's Semi-Annual Report on
Form N-CSR for the period ended Nov. 30, 2023, filed with the U.S.
Securities and Exchange Commission.
EFT is a participant in a Term Loan (SOFR + 5.00%) to Magenta
Buyer. The loan accrues interest at a rate of 10.645% per annum.
The loan matures on July 27, 2028.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
Magenta Buyer LLC is a provider of cybersecurity software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MAGENTA BUYER: Eaton Vance EFT Marks $625,000 Loan at 65% Off
-------------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
$625,000 loan extended to Magenta Buyer, LLC., to market at
$221,484 or 35% of the outstanding amount, as of Nov. 30, 2023,
according to a disclosure contained in EFT's Semi-Annual Report on
Form N-CSR for the period ended Nov. 30, 2023, filed with the U.S.
Securities and Exchange Commission.
EFT is a participant in a Second Lien Term Loan (SOFR + 8.25%) to
Magenta Buyer. The loan accrues interest at a rate of 13.895% per
annum. The loan matures on July 27, 2029.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
Magenta Buyer LLC is a provider of cybersecurity software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MARC WRIGHT: Monique Almy Named Subchapter V Trustee
----------------------------------------------------
Gerard Vetter, Acting U.S. Trustee for Region 4, appointed Monique
Almy, Esq., as Subchapter V trustee for Marc Wright & Company,
LLC.
Ms. Almy, a partner at Crowell & Moring, LLP, will be paid an
hourly fee of $800 for her services as Subchapter V trustee and
will be reimbursed for work-related expenses incurred.
Ms. Almy declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Monique D. Almy, Esq.
Crowell & Moring, LLP
1001 Pennsylvania Avenue, NW
Washington, DC 20004
Phone: (202) 624-2935
Email: malmy@crowell.com
About Marc Wright & Company
Marc Wright & Company, LLC filed Chapter 11 petition (Bankr. D. Md.
Case No. 24-10803) on January 31, 2024, with $100,001 to $500,000
in assets and $500,001 to $1 million in liabilities.
Daniel Alan Staeven, Esq., at Frost & Associates, LLC represents
the Debtor as legal counsel.
MARINE WHOLESALE: Wins Cash Collateral Access Thru June 30
----------------------------------------------------------
The Bankruptcy Court for the Eastern District of Arkansas, Little
Rock Division, authorized McCoy Counseling, LLC to use cash
collateral on an interim basis, in accordance with the budget, with
a 10% variance, through the earliest of conversion, dismissal,
effective date of a plan, or 5:00 p.m. local time on June 30,
2024.
As adequate protection for the use of cash collateral, all persons
and entities that hold perfected security interests, except for
Marvin Leiblein, are granted replacement liens in all of the
Debtor's post-petition assets, other than recoveries from avoiding
power actions, which liens will have the same validity, priority,
and extent as their prepetition liens. Leiblein will retain his
lien only in the accounts receivable arising only from the Debtor's
performance of the purchase orders P010295344, P010295443,
P010295436, P010295513, 59130, and 59131 related to the National
Science Foundation, as set forth in the Order Granting Motion of
Debtor and Debtor-in-Possession for Order Approving: (1)
PostPetition Financing; (2) Granting a Superior Post-Petition Lien;
and (3) Approving Expanded and Limited Use of Cash Collateral.
As additional adequate protection for the liens asserted by the
U.S. Small Business Administration, the Debtor will make the
monthly payments due the SBA under the parties' prepetition
agreements in cash in the amount of $731 per month, which have
commenced on August 1, 2022, and will continue on the first
business day of each calendar month thereafter.
As additional adequate protection for the liens asserted by the
Alcohol and Tobacco Tax and Trade Bureau, pending further order of
the Court, the TTB may continue to hold without penalty the funds
(in the amount of approximately $213,699) that were levied by the
TTB prior to the commencement of the above bankruptcy case.
As additional adequate protection for Leiblein's lien, the Debtor
will use cash collateral to pay the Loan as set forth in the
agreements between the Debtor and Marvin Leiblein and approved by
the Financing Order.
A copy of the order is available at https://urlcurt.com/u?l=ltwGuE
from PacerMonitor.com.
About Marine Wholesale and Warehouse Co
.
Marine Wholesale and Warehouse Co. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13785)
on July 12, 2022. In the petition signed by Jennifer Hartry, vice
president and secretary, the Debtor disclosed up to $50 million in
both assets and liabilities.
Judge Sheri Bluebond oversees the case.
David R. Haberbush, Esq., at Haberbush, LLP is the Debtor's
counsel.
MAVENIR SYSTEMS: $145MM Bank Debt Trades at 33% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Mavenir Systems Inc
is a borrower were trading in the secondary market around 66.8
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $145 million facility is a Term loan that is scheduled to
mature on August 18, 2028. About $143.3 million of the loan is
withdrawn and outstanding.
Mavenir Systems, Inc. provides software-based networking solutions.
The Company offers internet protocol based voice, videos,
communication, and messaging services, as well as multimedia
subsystem, evolved packet core, and session border controller.
MAVENIR SYSTEMS: $585MM Bank Debt Trades at 34% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Mavenir Systems Inc
is a borrower were trading in the secondary market around 66.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $585 million facility is a Term loan that is scheduled to
mature on August 18, 2028. About $571.8 million of the loan is
withdrawn and outstanding.
Mavenir Systems, Inc. provides software-based networking solutions.
The Company offers internet protocol based voice, videos,
communication, and messaging services, as well as multimedia
subsystem, evolved packet core, and session border controller.
MBLA LLC: Unsecureds Owed $4,674 Unimpaired in Plan
---------------------------------------------------
MBLA, LLC and MBMB, LLC submitted a Disclosure Statement.
The assets of this estate consist of 201 and 235 Winchester Avenue,
New Haven, which is located in the Science Park area of the city.
The Properties are not currently rented and need a substantial
amount of work to get them into a habitable state, which Hill is
pledging to do.
The Debtors will continue in possession of the Properties and
propose to fund payment of the Plan with money earned from the
operation of their businesses, all as more fully set forth in the
Disclosure Statement and Plan. Class 4, Equity Class, composed of
one individual, will retain its equity interest in exchange for
substantial contributions toward the Plan.
Under the Plan, Class 3 Unsecured Nonpriority Claims of Southern
Connecticut Gas Company total $4,674.65. This class includes the
submitted claims of the Southern Connecticut Gas Company for
services provided at 201 and 235. Payments for this class shall
total $4,061.71, comprised of $612.94 for service at 201 and
$4,061.71 for service at 235. Payment shall be made in a lump sum
within sixty (60) days of the completion of Phase 2. Class 3 is
unimpaired.
Attorney for the Debtors:
Stuart Caplan, Esq.
LAW OFFICES OF NEIL CRANE, LLC
2679 Whitney Avenue
Hamden, CT 06518
Tel: (203) 230-2233
E-mail: stuart@neilcranelaw.com
A copy of the Disclosure Statement dated Jan. 26, 2024, is
available at https://tinyurl.ph/ZyHCV from PacerMonitor.com.
About MBLA LLC
MBLA, LLC is a privately held company engaged in activities related
to real estate. The company is based in New Haven, Conn.
MBLA sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Conn. Case No. 23-30455) on June 23, 2023. At the time
of the filing, the Debtor disclosed assets of between $1 million
and $10 million and liabilities of the same range.
The Debtor is represented by The Law Offices of Neil Crane, LLC.
MCCOY COUNSELING: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas,
Little Rock Division, authorized McCoy Counseling, LLC to use cash
collateral on an interim basis, in accordance with the budget, with
a 15% variance.
The Debtor requires the use of cash collateral to pay its direct
operating expenses and obtain goods and services needed to carry on
its business.
The Debtor has an immediate need to use the cash collateral of
Black Olive Capital, LLC and Partners Bank, the Debtor's secured
creditors claiming liens on the Debtor's accounts receivable and
other assets. Partners' Bank is in first priority position having
filed a UCC-1 Financing Statement on January 3, 2023. Black Olive
is in second position having filed a UCC-1 Financing Statement on
March 23, 2023.
As adequate protection for the use of cash collateral, the Secured
Lenders are granted replacement liens and security interests, in
accordance with 11 U.S.C. Sections 361, 363, 364(c)(2), 364(e), and
552, coextensive with their pre-petition liens.
The replacement liens granted to the Secured Lenders in the Order
are automatically perfected without the need for filing of a UCC-1
financing statement with the Secretary of State's Office or any
other such act of perfection.
A copy of the order is available at https://urlcurt.com/u?l=ucF0Yx
from PacerMonitor.com.
About McCoy Counseling, LLC
McCoy Counseling, LLC is a marriage and family therapist.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-10180) on January 23,
2024. In the petition signed by Kellee McCoy, member, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Phyllis M. Jones oversees the case.
Kevin P. Keech, Esq., at KEECH LAW FIRM, PA, represents the Debtor
as legal counsel.
MEDICAL DEPOT: $370MM Bank Debt Trades at 21% Discount
------------------------------------------------------
Participations in a syndicated loan under which Medical Depot
Holdings Inc is a borrower were trading in the secondary market
around 78.6 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $370.9 million facility is a Term loan that is scheduled to
mature on June 1, 2025. The amount is fully drawn and
outstanding.
Medical Depot Holdings operates as a holding company. The Company,
through its subsidiaries, manufactures and distributes medical
equipment.
MEDICAL SOLUTIONS: $270MM Bank Debt Trades at 18% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Medical Solutions
Holdings Inc is a borrower were trading in the secondary market
around 82.1 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $270 million facility is a Term loan that is scheduled to
mature on November 1, 2029. The amount is fully drawn and
outstanding.
Medical Solutions provides contingent clinical labor solutions to
hospitals across the US. Upon closure of the transaction, the
company will be owned by Centerbridge Partners and CDPQ.
MID-STATES PAINT: Stephen Coffin Named Subchapter V Trustee
-----------------------------------------------------------
The Acting U.S. Trustee for Region 13 appointed Stephen Coffin,
Esq., attorney at The Small Business Law Center, as Subchapter V
trustee for Mid-States Paint, LLC.
Mr. Coffin will be paid an hourly fee of $285 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Coffin declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen D. Coffin, Esq.
Attorney at Law, MBA
The Small Business Law Center
2705 St. Peters-Howell Rd, Suite A
St. Peters, MO 63376
Phone: (636) 244-5252
Fax: (636) 486-1788
Email: scoffin@tsblc.com
About Mid-States Paint
Mid-States Paint, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-40277) on January
29, 2024, with $500,001 to $1 million in both assets and
liabilities.
Judge Bonnie L. Clair oversees the case.
Spencer P. Desai, Esq., at The Desai Law Firm, LLC represents the
Debtor as bankruptcy counsel.
MIKE JOHNSON: Mar. 20 Disclosure Statement Hearing Set
------------------------------------------------------
Judge Paul Sala has entered an order that the Court will consider
the approval of the Disclosure Statement of Mike Johnson AZ
Property Investments, LLC and Mike Johnson Enterprises, LLC at a
hearing on Mar. 20, 2024, at 1:30 p.m. The Disclosure Statement
Hearing will be held in Courtroom 601, at the U.S. Bankruptcy
Court, 230 N. First Ave., Phoenix, AZ 85003.
The objection must be filed and served by Mar. 13, 2024.
About Mike Johnson AZ
Mike Johnson AZ Property Investment, LLC and Mike Johnson
Enterprises, LLC filed their petitions under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 23-02598 and
23-03234) on April 24, 2023 and May 16, 2023, respectively. The
cases are jointly administered in Case No. 23-02598. James E. Cross
of Cross Law Firm, P.L.C. has been appointed as Subchapter V
trustee.
Judge Paul Sala oversees the cases.
The Debtors tapped Anthony W. Austin, Esq., at Fennemore Craig,
P.C. as legal counsel and West to East Business Solutions, LLC as
accountant. Edward Burr of Mac Restructuring Advisors, LLC is their
chief restructuring officer (CRO).
MILK ROAD: Court OKs Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, New Bern Division, authorized The Milk Road LLC to use
cash collateral on an interim basis, in accordance with the
budget.
The Debtor requires the use of cash collateral to pay operating
expenses, including inventory purchases, payroll, payroll taxes and
certain other expenses, including utilities, and insurance.
Prior to the Petition Date, certain UCC-1 filings were on record as
related to the Debtor. In order of priority, the purported UCC
liens against the cash collateral of the Debtor are:
a. File no. 20200092141B; filed on June 28, 2020 in favor of the
U.S. Small Business Administration;
b. File no. 20210062965E; filed on May 12, 2021 in favor of Amur
Equipment Finance;
c. File no. 20210081436J; filed on June 17, 2021 in favor of North
Star Leasing.
The court said the Secured Creditors will retain a continuing and
replacement post-petition lien and security interest in all
property, receivables and assets of the Debtor and the proceeds
thereof, whether acquired pre-petition or post-petition.
A further hearing on the matter is set for February 14, 2024 at
2:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=fAJaT9
from PacerMonitor.com.
About The Milk Road
The Milk Road is a limited liability company founded in 2016 in the
barracks of Camp Lejeune as a vision of two Navy Corpsmen who
wanted to bring quality "fair trade" coffee beans and Liege waffles
to North Carolina. The Debtor operates a high-end coffee roastery
and cafe in two locations in Jacksonville and Emerald Isle, North
Carolina. It employs nearly twodozen employees during the summer
months, and about half that number during the off-season.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00152-5-JNC) on
January 17, 2024. In the petition signed by Dannell Suzanne Clark,
managing member, the Debtor disclosed up to $100,000 in assets and
up to $500,000 in liabilities.
Judge Joseph N. Callaway oversees the case.
Richard P Cook, Esq., at Richard P. Cook. PLLC, represents the
Debtor as legal counsel.
MLN US HOLDCO: $155.8MM Bank Debt Trades at 40% Discount
--------------------------------------------------------
Participations in a syndicated loan under which MLN US Holdco LLC
is a borrower were trading in the secondary market around 60.1
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $155.8 million facility is a Term loan that is scheduled to
mature on October 18, 2027. The amount is fully drawn and
outstanding.
MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada,
provides phone systems, collaboration applications (voice, video
calling, audio and web conferencing, instant messaging etc.) and
contact center solutions through on-site and cloud offerings. The
Company's customer focus is on small and medium sized businesses.
Mitel is majority-owned by private equity firm Searchlight Capital
Partners.
MOAB BREWERS: Seeks to Hire Osborn Maledon as Bankruptcy Counsel
----------------------------------------------------------------
Moab Brewers, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Arizona to employ Osborn Maledon, PA.
The Debtor requires legal counsel to:
(a) give advice regarding the rights, powers and duties of the
Debtor in this Chapter 11 case;
(b) assist the Debtor in the preparation of statements and
schedules and any amendments;
(c) assist the Debtor in the formulation, preparation and
prosecution of a plan of reorganization;
(d) assist the Debtor with regard to litigation and other
matters related to the administration and conduct of its Chapter 11
case;
(e) assist and advise the Debtor in discussions with creditors
relating to the administration of this case;
(f) assist the Debtor in reviewing claims asserted against it
and in negotiating with claimants asserting such claims;
(g) assist the Debtor in examining and investigating potential
preferences, fraudulent conveyances, and other causes of action;
(h) represent the Debtor at all hearings and other
proceedings;
(i) review and analyze legal papers;
(j) advise the Debtor concerning, and prepare on its behalf,
all legal documents filed in the case; and
(k) perform such other legal services as may be required or
appropriate.
The hourly rates of the firm's counsel and staff are as follows:
Christopher C. Simpson $655
Warren Stapleton $575
Andrew Haynes $295
Lawyers $310 - $910
Law Clerks, Paralegals $155 - $275
Other Assistants $155 - $275
In addition, the firm will seek reimbursement for expenses
incurred.
Christopher Simpson, Esq., an attorney at Osborn Maledon, 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 through:
Christopher C. Simpson, Esq.
Warren J. Stapleton, Esq.
Andrew B. Haynes, Esq.
Osborn Maledon, PA
2929 North Central Avenue, 20th floor
Phoenix, AZ 85012
Telephone: (602) 640-9000
Email: csimpson@omlaw.com
wstapleton@omlaw.com
ahaynes@omlaw.com
About Moab Brewers
Moab Brewers, LLC operates a beverage manufacturing business in
Scottsdale, Ariz.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 24-00635) on January 26,
2024, with $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Joseph Cotterman serves as Subchapter V
trustee.
Christopher C. Simpson, Esq., at Osborn Maledon, P.A. represents
the Debtor as legal counsel.
MONTROSE HOUSTON: Amends Emilion & JMC Secured Claims Pay Details
-----------------------------------------------------------------
Montrose Houston Multifamily TX II, LLC, submitted a First Amended
Disclosure Statement in support of Chapter 11 Plan of
Reorganization dated January 30, 2024.
Generally speaking, the Plan provides for the payment to Claims
against the Debtor. Allowed Interests of the Equity Interest
Holders will be continued and the Equity Interest Holders will
contribute the amount of $600,000 of new equity to fund the Plan.
The funds to be used for the payment of improvements to the
Property and to acquire the Class 4 claim.
Allowed Claims or other Distributions to be made under the Plan
will come from the income generated from the Property, the new
equity contribution, plus any other available funds or property
that the Reorganized Debtor may otherwise possess on or after the
Effective Date, including, without limitation, any such funds or
property which may be provided through additional capital
contributions and the proceeds of any sale, refinancing, or other
disposition of the Debtor's Assets.
Class 3 consists of the Secured Claims of Emilion Capital, LLC. The
Allowed Secured Claim of Emilion Capital shall be conditionally
Allowed in the amount of $6,408,276.88, subject to the objection to
the claim by the Debtor and the results of the objection, and shall
be paid monthly for 12 months with interest at a rate of SOFR plus
0.5%. After 12 months, all principal and interest shall be due and
payable in full. Monthly payments shall be $32,341.50.
The first monthly payment will be due and payable on the 5th
Business Day of the first month that is more than 30 days after the
Effective Date and on the 5th Business Day of each respective month
thereafter. To the extent that the Debtor misses any payment due to
Emilion Capital on account of the Allowed Secured Claims as
provided herein, Emilion Capital may send written notice of such
missed payment to Debtor and its counsel, and the Debtor shall have
10 business days from the date of its receipt of such notice to
make such missed payment before a default may be deemed to have
occurred hereunder.
Any perfected liens or security interests securing the Allowed
Secured Claims will be preserved and continued. Emilion Capital
shall, upon payment and satisfaction of the Allowed Secured Claims
in full, execute releases of any remaining encumbrances upon the
Property in a form satisfactory to the Reorganized Debtor and
deliver same to the Reorganized Debtor or its designee.
All defaults and events of default existing as of the Petition Date
and as of the Effective Date shall be deemed cured and waived, and
all amounts owed will be deaccelerated and paid in accordance with
the terms of this Plan. Except as provided by this Plan, no default
interest, late charges, or other penalties arising or accruing
after the Petition Date shall be required to be paid to Emilion
Capital, provided, however, that Emilion Capital shall be entitled
to charge, collect, and receive late charges and other amounts
provided by the written agreements between the Debtor and Emilion
Capital in the event of the Debtor's failure to timely make a
payment to Emilion Capital on the Allowed Secured Claims under this
Plan after Confirmation.
Class 4 consists of the Claim of JMC Lender, LLC. The Allowed
Secured Claim of JMC Lender shall be converted to equity. No
payments on the Class 4 claim will be made. Immediately after
confirmation the Debtor will advance funds to JMC Lender LLC, JMC
Lender will convey the claim to the Debtor and the Debtor will
convert the claim to equity. Upon payment of the funds to JMC
Lender, JMC Lender will be required to execute a recession deed of
the Property back to the Debtor.
Like in the prior iteration of the Plan, Allowed Unsecured Claims
in Class 5 shall be paid 100% of the Allowed amount without
interest in approximately equal quarterly payments during the first
36 months after the Effective Date. The first quarterly payment
will be due and payable on the 5th Business Day of the first
calendar quarter that is more than 30 days after the Effective Date
and on the first Business Day of each respective calendar quarter
thereafter.
Class 6 consists of Insider General Unsecured Claims. Allowed
Insider Unsecured Claims shall be paid 100% of the Allowed amount
without interest in approximately equal quarterly payments after
the claims in Class 5 are paid in full and starting approximately
36 months from the Effective Date. The first quarterly payment will
be due and payable on the 5th Business Day of the first calendar
quarter that is more than 36 months after the Effective Date and on
the first Business Day of each respective calendar quarter
thereafter; provided however, if the claims in Class 5 have been
fully paid, then the Debtor may pay the claims in Class 6 at any
time.
Class 7 consists of Equity Interest Holders. The Class 7 Allowed
Interests of the Equity Interest Holders shall be continued and the
Equity Interest Holders shall agree to contribute up to $600,000 on
the Effective Date. The equity contribution is being made by an
affiliated investor. The equity will be for renovations,
improvements and the arrangement to acquire the Class 4 claim (JMC
Lender).
The funds used for the repayment of Claims or other Distributions
to be made under the Plan will come from the income generated from
the Property, the new equity contribution, plus any other available
funds or property that the Reorganized Debtor may otherwise possess
on or after the Effective Date, including, without limitation, any
such funds or property which may be provided through additional
capital contributions, and the proceeds of any sale, refinancing,
or other disposition of the Debtor's Assets.
A full-text copy of the First Amended Disclosure Statement dated
Jan. 30, 2024 is available at https://urlcurt.com/u?l=QoXOeU from
PacerMonitor.com at no charge.
About Montrose Houston Multifamily TX II
Montrose Houston Multifamily TX II, LLC, is the owner of an
apartment complex in the Montrose area of Houston located at 1648
West Alabama, Houston, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33418) on September
1, 2023. In the petition signed by Christopher Saul Bran, manager,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Jeffrey P Norman oversees the case.
Reese Baker, Esq., at Baker & Associates, is the Debtor's legal
counsel.
MOVING & STORAGE: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Moving & Storage Solutions, Inc. to use cash collateral
on an interim basis, in accordance with the budget, with a 15%
variance.
Specifically, the Debtor is permitted to use cash collateral to pay
post-petition operating expenses including post-petition payroll
and related taxes that come due prior to the final hearing on cash
collateral, but excluding payments to WECU in the amount of
$1,759/month, Penske Lease in the amount of $2,290/month, and the
administrative fund in the amount of $500/month.
As adequate protection for the Debtor's use of the cash collateral,
the Court grants Banker Healthcare Group, LLC (or its assigns),
Kapitus, Fox Capital Group and Fundr replacement liens in the same
type of postpetition assets in which Secured Creditors' held valid
and perfected liens prior to the petition date and all cash or
other proceeds generated post-petition by such prepetition
collateral to the same extent, validity and priority as existed on
the prepetition collateral.
Further, the Debtor will maintain all insurance policies required
to conduct its business.
A final hearing on the matter is set for February 22, 2024 at 11
a.m.
A copy of the order is available at https://urlcurt.com/u?l=f4xBNq
from PacerMonitor.com.
About Moving & Storage Solutions Inc.
Moving & Storage Solutions Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No.
24-10039-CMA) on January 9, 2024. In the petition signed by David
Powell, president, the Debtor disclosed up to $5000,000 in assets
and up to $1 million in liabilities.
Judge Christopher M. Alston oversees the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents
the Debtor as legal counsel.
MXP OPERATING: March 12 Disclosure Statement Hearing Set
--------------------------------------------------------
Judge BRENDA T. RHOADES has entered an order that the hearing to
consider the approval of the Disclosure Statement of MXP Operating,
LLC will be held at U. S. Bankruptcy Court, 660 N. Central
Expressway, Third Floor, Plano, Texas 75074 on Tuesday, Mar. 12,
2024 at 09:30 am.
Tuesday, Mar. 5, 2024, is fixed as the last day for filing and
serving in accordance with Federal Rules of Bankruptcy Procedure
3017(a) written objections to the Disclosure Statement.
Within 11 days after entry of this order, the Debtor shall
distribute the Disclosure Statement and Plan ONLY to the Debtor,
Trustee, any appointed committee and its counsel, the Securities
and Exchange Commission, and to all parties who have filed a Notice
of Appearance with the Court in accordance with Fed. R. Bankr. P.
3017(a).
About MXP Operating
MXP Operating, LLC, operates a company providing operating services
for Oil and Gas wells in Texas and Oklahoma.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-41446) on Aug.
11, 2023. The petition was signed by Rachel T. Patman, Esq. as
managing member. At the time of filing, the Debtor estimated
$2,732,000 in assets and $8,603,928 in liabilities.
Judge Brenda T. Rhoades oversees the case.
Eric A. Liepins, Esq., at Eric A. Liepins, P.C., is the Debtor's
counsel.
NB COMMONS: May Use Cash Collateral
-----------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
authorized NB Commons, LLC to continue using cash collateral
through February 7, 2024 upon the same terms and conditions as
exist pursuant to prior orders of the court.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to preserve, maintain and
operate its property that produces cash collateral in the form of
monthly rent payments; timely and fully pay its property management
team, utilities, taxes, and other operating expenses so as to
permit it to continue its ordinary course operations and to
maintain its ongoing business for the benefit of its estate and
creditors.
Pursuant to (i) the Promissory Note, dated as of October 14, 2020,
executed by the Debtor, as borrower and (ii) the Loan Agreement,
dated as of October 14, 2020, by and between the Debtor, as
borrower, and U.S. Real Estate Credit Holdings III-A, LP, as
lender, the Prepetition Secured Party agreed to make a loan in the
aggregate principal amount of $40.950 million to the Debtor.
As of the Petition Date, the Debtor was indebted to the Prepetition
Secured Party pursuant to the Loan Documents in the aggregate
amount of not less than $42.5 million plus additional amounts
allowable under or in connection with the Loan Documents.
A copy of the order is available at https://urlcurt.com/u?l=YbIwzb
from PacerMonitor.com.
About NB Commons, LLC
NB Commons, LLC dba The Ruckus Student Living is a housing
community in Pullman with an outdoor pool and indoor pool and spa
that are open 24/7. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Wash. Case No. 23-01053)
on August 23, 2023.
Judge Frederick P. Corbit oversees the case.
John D. Munding, Esq., at Munding, P.S. represents the Debtor as
legal counsel.
NEO ACCOUNTING: Wins Cash Collateral Access Thru March 1
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio in
Akron, authorized NEO Accounting & Tax Services, LLC to continue
using cash collateral on an interim basis through March 1, 2024, to
the extent set forth in the Second Interim Order as amended
thereby, and pursuant to the budget.
As previously reported by the Troubled Company Reporter, Prior to
the commencement of the Debtor's Chapter 11 case, the U.S. Small
Business Association and KeyBank National Association made loans
and advances to the Debtor, pursuant to the terms of several loan
agreements and promissory notes, with a total approximate balance
at the time of the bankruptcy filing of:
-- $1,945,700 to the SBA under an EIDL Loan; and
-- $1,796,916 to KeyBank under a Term Loan and $250,000 under
a Line of Credit.
The Debtor has stated that it desires to pursue a financial
restructuring in cooperation with the Lenders and the Debtor
believes the best method to effectuate the financial restructuring
is by means of chapter 11 proceedings.
The Debtor was permitted to use cash collateral, pursuant to the
terms and provisions of the Interim Order and pursuant to 11 U.S.C.
Section 363(c)(2)(B) and the budget; provided however, (i) draws to
the Debtors' owner in the amount of $10,000 per month without
increase during the term of the Interim Order; and (ii) nothing
will be deemed to authorize the payment of any amounts in
satisfaction of bonus or severance obligations, or which are
subject to 11 U.S.C. Section 503(c).
As adequate protection, the Lenders were granted: (i) valid,
binding, enforceable and perfected postpetition replacement liens
in the same validity, order of priority and extent (if any) as the
Lenders' prepetition security interests in all of the Debtor's
assets, including, but not limited to, raw materials,
work-in-process, inventory, accounts receivable, and cash,
excluding Avoidance Actions; and (ii) the Adequate Protection
Payments. The Adequate Protection Liens will secure an amount of
the Prepetition Indebtedness equal to the aggregate amount of cash
collateral expended during the Interim Period.
A further hearing on the matter is set for February 27 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=SISXRw
from PacerMonitor.com.
The Debtor projects total expenses of $50,063 for February 2024.
About NEO Accounting & Tax Services LLC
NEO Accounting & Tax Services LLC sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Lead Case No.
23-50868) on June 27, 2023. In the petition signed by Brett J.
Mangon, managing member, the Neo disclosed $1,255,817 in total
assets and $4,188,118 in total liabilities.
Judge Alan M. Koschik oversees the case.
Anthony J. DeGirolamo, Esq., at Anthony J. DeGirolamo, Attorney at
Law, represents the Debtor as legal counsel.
NESV ICE: Wins Interim Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, authorized NESV Ice, LLC to use cash collateral
on an interim basis in accordance with the budget, with a 10%
variance.
Ice requires the use of the cash collateral to preserve its
operations and the value of its assets.
SHS ACK, LLC asserts a security interest in Ice's property,
including the cash proceeds thereof, and Ice's deposit accounts.
The Court held that, as adequate protection, SHS is granted
replacement liens in and to all property of the kind presently
securing the prepetition obligations of Ice to SHS. The Replacement
Liens will only attach to and be enforceable against the same types
of property, to the same extent, and in the same order of priority
as existed immediately prior to the Petition Date.
Ice is directed to pay the City of Attleboro real estate taxes and
other municipal charges as they become due postpetition, as well as
interest on prepetition amounts. In addition, Ice will maintain its
insurance policies and remain current postpetition on any premiums
that must be paid.
Ice's authority to use cash collateral will terminate upon the
occurrence of any of these events, unless waived by SHS in
writing:
a. Default by Ice in reporting the information, if such
default will remain uncured for three business days following
written notice from SHS to Ice;
b. Reversal, vacatur, or modification of the Eighth Interim
Order; or
c. Dismissal of the case or conversion of Ice's case to
Chapter 7.
A continued hearing on the matter is set for April 30, 2024 at
11:30 a.m.
A copy of the Court order and the Debtors' budget is available at
https://urlcurt.com/u?l=leAT63 from PacerMonitor.com.
The budget provided for total cash disbursements, on a weekly
basis, as follows:
-- $81,362 for the week ending February 16, 2023; and
-- $21,39 for the week ending February 23, 2023.
About NESV Ice, LLC
NESV Ice, LLC and affiliates NESV Swim, LLC, NESV Field, LLC, NESV
Hotel, LLC, NESV Tennis, LLC, NESV Land, LLC, and NESV Land East,
LLC, offer fitness and sports training services. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Mass. Case No. 21-11226) on August 26, 2021. The petitions were
signed by Stuart Silberberg as manager.
Judge Christopher J. Panos oversees the case.
William McMahon, Esq., at Downes McMahon LLP is the Debtor's
counsel.
NEW TROJAN PARENT: $605MM Bank Debt Trades at 78% Discount
----------------------------------------------------------
Participations in a syndicated loan under which New Trojan Parent
Inc is a borrower were trading in the secondary market around 22.0
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $605 million facility is a Term loan that is scheduled to
mature on January 6, 2028. The amount is fully drawn and
outstanding.
New Trojan Parent, Inc. acquired Strategic Partners Acquisition
Corp., an indirect parent company of branded medical apparel
company Careismatic, Inc.
NOVA CHEMICALS: Moody's Rates New $650MM Sr. Unsecured Notes 'Ba3'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to NOVA Chemicals
Corporation's proposed $650 million senior unsecured notes due
2030. NOVA's Ba2 corporate family rating, Ba2-PD probability of
default rating, Ba3 senior unsecured notes rating and Ba1 senior
secured first lien notes rating are unchanged. The outlook is
negative.
Proceeds from the new notes will be used to repay the $650 million
in unsecured notes due June 2024.
RATINGS RATIONALE
NOVA's Ba2 CFR reflects its: 1) large scale within the ethylene and
polyethylene markets; 2) competitive manufacturing assets in North
America with access to cost-advantaged ethane; and 3) strong
ownership profile with a history of flexible dividend payments and
track record of liquidity support. The rating is constrained by :
1) high exposure to inherent cyclicality of prices and input costs
leading to volatile margins and cash flows given limited product
and geographic diversity; 2) high financial leverage (13x at
Q3-23), with debt to EBITDA still close to 5x in 2024 under Moody's
forecast; and 3) lack of forward integration at Geismar which
weighs on profitability; and 4) recent track record of tight
liquidity management and operational challenges.
NOVA has adequate liquidity. As of Q3-23 sources total about $975
million, consisting of cash on hand of $66 million, Moody's
forecast for around $150 million of free cash flow through 2024 and
availability of about $760 million under the $1.5 billion revolving
credit facility. NOVA does not currently have any drawings under
the revolver (expiring April 2026), but availability is based on a
permitted net secured debt ratio no greater than 3.5x consolidated
LTM cash flow and Moody's expects improving cash flows into 2024 to
increase availability under the revolver. NOVA also has access to
two accounts receivable securitization facilities, with $63 million
drawn as of Q3-23 under the program consisting of $100 million
expiring December 2025 and $175 expiring January 2026. Uses of cash
include about $30 million in debt amortizations from Q4-23 through
year end 2024. Pro-forma for the issuance, upcoming debt maturities
include $500 million in unsecured notes due May 2025. While the
range of potential outcomes is wide, the company may also
potentially be subject to additional litigation charges requiring
payments to Dow. Moody's expects NOVA to remain in compliance with
its financial covenants. The company has some flexibility to raise
alternate liquidity through asset sales.
NOVA's senior unsecured debt is rated Ba3, one notch below the Ba2
CFR, reflecting subordination to the $400M term loan A, $1.5
billion secured revolving credit facility (expiring April 2026) and
$400 million senior secured notes due 2028. The senior secured
notes are rated one notch above the CFR at Ba1, reflecting the
significant amount of priority first lien debt ahead of NOVA's
unsecured debt.
The negative outlook reflects NOVA's exposure to industry weakness
and soft macroeconomic conditions heading into 2024, with credit
risks heightened by recent operational challenges and high
leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be downgraded if liquidity weakens or debt to
EBITDA is likely to be sustained above 5.5x, or the company
generates sustained negative free cash flow.
The ratings could be upgraded if NOVA sustains debt to EBITDA under
3.5x and successfully executes on the full ramp-up of AST2. An
upgrade would also require a more conservative financial policy and
proactive management of refinancing needs.
NOVA Chemicals Corporation is privately-owned by Mubadala
Investment Company, and is a Calgary, Alberta-headquartered
producer of ethylene and polyethylene products.
The principal methodology used in this rating was Chemicals
published in October 2023.
NOVA CHEMICALS: S&P Rates $650MM Senior Unsecured Notes 'B+'
------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '5'
recovery rating to NOVA Chemicals Corp.'s proposed US$650 million
senior unsecured notes. The '5' recovery rating indicates S&P's
expectation for modest (10%-30%; rounded estimate: 25%) recovery in
a simulated default scenario. The proposed notes will rank pari
passu with the company's existing senior unsecured notes. Its 'BB+'
issue-level rating and '1' recovery rating on NOVA's existing
senior secured notes are unchanged.
S&P said, "We expect the company will use the proceeds from the
proposed issuance to redeem the remaining US$650 million of its
US$1.05 billion senior unsecured notes due June 2024. Concurrently,
we assume NOVA will terminate the US$500 million delayed draw term
loan facility that it recently obtained from banks in Abu Dhabi,
sole purpose of which was to refinance the 2024 notes.
"We view the transaction as credit neutral, accordingly our 'BB-'
issuer credit rating and negative outlook on NOVA are unchanged.
The negative outlook reflects the company's challenging operating
conditions and the risk that weaker-than-expected economic
conditions may prevent it from improving its funds from operations
(FFO) to debt above 12% on a sustained basis."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P said, "We assigned our 'B+' issue-level rating and '5'
recovery rating to the proposed senior unsecured notes. The '5'
recovery rating indicates our expectation for modest (10%-30%;
rounded estimate: 25%) recovery in a simulated default scenario.
The proposed notes will rank pari passu with the company's existing
senior unsecured notes. The issue-level rating is a one notch below
our issuer credit rating on the company to reflect the relatively
higher proportion of secured debt in its capital structure which
reduces the recovery prospects for its unsecured noteholders in a
hypothetical default scenario."
-- S&P's 'BB+' issue-level rating and '1' recovery rating on
NOVA's US$400 million senior secured notes remain unchanged. The
'1' recovery rating indicates its expectation for very high
(90%-100%; rounded estimate: 95%) recovery in the event of a
default.
-- S&P has valued the company on a going-concern basis by applying
a 5.5x multiple of our estimate of its fixed charges in the default
year.
-- S&P estimates that, for NOVA to default, its EBITDA would need
to decline significantly, likely due to a material deterioration in
olefin and polyethylene prices.
-- S&P assumes the company's US$1.5 billion corporate revolver is
85% drawn. It also estimates a 100% draw on NOVA's
accounts-receivable securitization programs.
-- The US$400 million term loan A and US$400 million of senior
secured notes rank pari passu with the credit facility. The
security and guarantors on the secured notes is same as on the
existing credit facilities.
-- S&P assumes that NOVA terminates the US$500 million unsecured
delayed draw term loan concurrent with this transaction.
Simulated default assumptions
-- Simulated year of default: 2028
-- Emergence EBITDA after recovery adjustments: US$600 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Net enterprise value (after 5% administrative expenses): US$3.1
billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Secured debt claims: US$2.4 billion
-- Collateral value available to secured claims: US$3.1 billion
--Recovery expectations: 90%-10% (rounded estimate: 95%)
-- Collateral value available to unsecured claims: US$785 million
-- Senior unsecured debt claims: US$2.9 billion
--Recovery expectations: 10%-30% (rounded estimate: 25%)
Note: All debt amounts include six months of prepetition interest.
NOVAN INC: Court Approves Disclosure Statement
----------------------------------------------
Judge Laurie Selber Silverstein has entered an order approving NVN
Liquidation, Inc., et al., f/k/a Novan, Inc.'s Amended Combined
Disclosure Statement and Chapter 11 Plan of Liquidation as
containing adequate information on a final basis and confirming and
approving Combined Disclosure Statement and Chapter 11 Plan of
Liquidation.
The period during which the Debtors solicited acceptances of the
Combined Disclosure Statement and Plan was reasonable in the
circumstances of the Chapter 11 Cases and enabled Holders of Claims
to make an informed decision to accept or reject the Combined
Disclosure Statement and Plan. The Debtors were not required to
solicit votes from the Holders of Claims in the following Classes
as each such Class is Unimpaired under the Combined Disclosure
Statement and Plan and thus conclusively presumed to have accepted
the Combined Disclosure Statement and Plan: Class 1 (Other Priority
Claims) and Class 2 (Other Secured Claims Claims).
The Debtors also were not required to solicit votes from the
Holders of Claims or Interests in Class 5 (Subordinated Claims) and
Class 6 (Equity Interests) (collectively, the "Deemed Rejecting
Classes") as each such Class will receive no recovery under the
Combined Disclosure Statement and Plan and is deemed to reject the
Combined Disclosure Statement and Plan.
Classes 1 and 2 are not Impaired and deemed to accept the Combined
Disclosure Statement and Plan, and Classes 3 and 4 voted to accept
the Combined Disclosure Statement and Plan. The Deemed Rejecting
Classes are Impaired by the Combined Disclosure Statement and Plan
and are not entitled to receive or retain any property under the
Combined Disclosure Statement and Plan and, therefore, are deemed
to have rejected the Combined Disclosure Statement and Plan
pursuant to section 1126(g) of the Bankruptcy Code. As found and
determined below, pursuant to section 1129(b)(1) of the Bankruptcy
Code, the Combined Disclosure Statement and Plan may be confirmed
notwithstanding the fact that the Deemed Rejecting Classes are
Impaired and are deemed to have rejected the Combined Disclosure
Statement and Plan.
Amended Combined Disclosure Statement and Chapter 11 Plan of
Liquidation
NVN Liquidation, Inc., et al., f/k/a Novan, Inc. submitted an
Amended Combined Disclosure Statement and Chapter 11 Plan of
Liquidation.
The Debtors filed the chapter 11 cases in order to pursue a sale of
all or substantially all of their assets with the goal of
maximizing the recovery for their estates and creditors. Prior to
the Petition Date, the Debtors and Ligand negotiated the $15
million DIP Financing Facility (with $3 million as part of the
Bridge Loan to fund the Debtors into bankruptcy with an additional
$12 million to fund the Chapter 11 Cases postpetition) as well as a
"stalking horse" asset purchase agreement, whereby Ligand agreed to
credit bid the DIP Financing Facility in exchange for substantially
all of the Debtors' assets. Using Ligand's bid (the "Stalking Horse
Bid") as a floor, the Debtors and Raymond James marketed the
Debtors' assets, seeking to solicit and secure the highest and best
offers to maximize recoveries for the stakeholders of the Estates.
To that end, on the Petition Date, the Debtors filed the Sale
Motion.
In the Sale Motion, the Debtors set forth the proposed process (the
"Bidding Procedures") by which the Debtors would solicit bids and
run an auction (the "Auction") for the sale of substantially all of
the Debtors' assets. The proposed Bidding Procedures set the
Stalking Horse Bid as the floor for the Debtors assets, but
permitted the assets to be sold in two separate lots consisting of
(1) the Debtors' research and development portfolio, including
SB206, which were defined in the Bidding Procedures as the "R&D
Assets," and (2) the Debtors' commercial portfolio, which were
defined in the Bidding Procedures as the "Commercial Assets." The
Sale Motion also provided that any sale of the R&D Assets would be
required to include the assumption and assignment of a royalty
agreement by and between the Debtors and Ligand as well as limited
bid protections in exchange for Ligand being willing to act as the
Stalking Horse Bidder for the sale of the Debtors' assets.
After the filing of the Sale Motion, the Debtors, with the
assistance of the Creditors' Committee, continued to negotiate with
Ligand to revise certain of the Bidding Procedures to ensure that
the approved Bidding Procedures were properly tuned to maximize the
value received by the estates for the sale of the Debtors' assets
while also properly compensating Ligand for being the Stalking
Horse Bidder as well as agreeing to be the Debtors' postpetition
lender.
On August 15, 2023, the Bankruptcy Court entered the Order (I)(A)
Approving Bidding Procedures for Sale of Substantially All of
Debtors' Assets Free and Clear of Liens, Claims, Interests, and
Encumbrances and Designating Ligand Pharmaceuticals as a Stalking
Horse Bidder, (B) Scheduling an Auction and Approving the Form and
Manner of Notice Thereof, (C) Approving Assumption and Assignment
Procedures and (D) Scheduling a Sale Hearing and Approving the Form
and Manner of Notice Thereof, and (II) Granting Related Relief (the
"Bidding Procedures Order"). The Bidding Procedures Order included
a number of concessions secured by the Debtors and the Creditors'
Committee that improved the Bidding Procedures and helped to
maximize the value received by the estates for the sale of the
Debtors' assets.
Pursuant to the Bidding Procedures Order, and in addition to
Ligand's Stalking Horse Bid, Mayne submitted a bid for a portion of
the Debtors' Commercial Assets—Rhofade— and the Debtors
determined that such bid was a Qualified Bid as set forth in the
Bidding Procedures Order. No other bids were received and Ligand
declined to overbid Mayne for the Commercial Assets related to
Rhofade. Thus, the result of the sale process was (a) Ligand
purchasing the entirety of the R&D Assets as well as the Commercial
Assets related to Sitavig for a purchase price of $12,150,000 (USD)
plus the payment of any contractual cure amounts related to Sitavig
and (b) Mayne purchasing the Commercial Assets related to Rhofade
for a purchase price of $8,000,000 plus the plus the payment of any
contractual cure amounts related to Rhofade. The Commercial Assets
related to Minolira and Cloderm have not yet been sold.
On September 12, 2023, the Bankruptcy Court entered the Ligand Sale
Order and the Mayne Sale Order. By September 27, 2023, both sales
approved by the Sale Orders had closed. In connection with the
closing of the Sales, the DIP Financing Facility was paid in full.
Under the Allocation Settlement provided for in Section 9.2 of this
Plan, proceeds from the sale of the R&D Assets will be allocated to
the NVN Recovery and proceeds from the sale of the Commercial
Assets will be allocated to the EPI Recovery, after paying the DIP
Financing Facility in full and certain other expenses related to
the Sales.
After the closing of the sale of the Commercial Assets related to
Rhofade to Mayne, a creditor of the Debtor, Aclaris Therapeutics,
Inc. ("Aclaris"), filed a notice of appeal of the Mayne Sale Order
to the United States District Court for the District of Delaware,
alleging that the Bankruptcy Court erred in entering the Mayne Sale
Order permitting the sale free and clear of certain of Aclaris's
alleged rights in Rhofade (the "Aclaris Appeal"). The Debtors
believe that this appeal is without merit and is, among other
things, entirely foreclosed by operation of section 363(m) of the
Bankruptcy Code.
Following the sale of substantially all of the Debtors' assets to
the Purchasers, the Debtors are focused principally on winding down
their business and preserving Cash held in the Estates. The
Debtors' Retained Assets currently consist of proceeds of the Sales
after the payment of the DIP Financing Facility and various
administrative expenses, the Bay View Settlement Amount, certain
accounts receivable (including the EPI AR Causes of Action to the
extent any accounts receivable remain outstanding as of the
Effective Date), all other Retained Causes of Action, and all
assets related to Minolira and Cloderm, if not sold or abandoned by
the Debtors prior to the Effective Date (and, if sold, the proceeds
of such sale(s) would also be Retained Assets). This Plan provides
for the Debtors' Retained Assets to be distributed to Holders of
Allowed Claims in accordance with the terms of the Plan.
The Plan will treat unsecured claims as follows:
* Class 3 NVN Unsecured Claims total $9,000,000-$12,000,000. If
Class 3 accepts this Plan (i.e., 66 2/3% in claim amount and
majority in number), each Holder of an Allowed NVN Unsecured Claim
will receive either: (A) its Pro Rata share of the NVN Recovery; or
(B) such other treatment which the Debtors (with the consent of the
Committee) or the Liquidating Trustee, as applicable, and the
Holder of such Allowed NVN Unsecured Claim have agreed upon in
writing. If Class 3 does not vote to accept the Plan, Class 3 will
receive no Distribution on account of their Class 3 Claims.
Creditors will recover 1%-2% of their claims. Class 3 is impaired.
"NVN Recovery" means the amount allocated to the Holders of
General Unsecured Claim against NVN from the Retained Assets after
the payment of all Allowed Administrative Claims, Fee Claims, Tax
Claims, Other Secured Claims and Other Priority Claims in
accordance with the Allocation Settlement.
* Class 4 EPI Unsecured Claims total $24,000,000-$27,000,000.
Each Holder of an Allowed EPI Unsecured Claim will receive either:
(A) its Pro Rata share of the EPI Recovery; or (B) such other
treatment which the Debtors (with the consent of the Committee) or
the Liquidating Trustee, as applicable, and the Holder of such
Allowed EPI Unsecured Claim have agreed upon in writing. Creditors
will recover 15%-20% of their claims. Class 4 is impaired.
"EPI Recovery" means the amount allocated to the Holders of
General Unsecured Claim against EPI from the Retained Assets after
the payment of all Allowed Administrative Claims, Fee Claims, Tax
Claims, Other Secured Claims and Other Priority Claims in
accordance with the Allocation Settlement.
Section 1129(a)(11) of the Bankruptcy Code requires that
confirmation of a plan not be likely to be followed by liquidation,
or the need for further financial reorganization, of the Debtors or
any successor to the Debtors (unless such liquidation or
reorganization is proposed in the Plan). Inasmuch as the Debtors'
principal assets have been liquidated and the Plan provides for the
distribution of all of the Cash proceeds of the Debtors' Assets to
Holders of Claims that are Allowed as of the Effective Date in
accordance with the Plan, for purposes of this test, the Debtors
have analyzed the ability of the Liquidating Trust to meet its
discreet obligations under the Plan. Based on the Debtors'
analysis, the Liquidating Trust will have sufficient assets to
accomplish its tasks under the Plan. Therefore, the Debtors believe
that the liquidation pursuant to the Plan will meet the feasibility
requirements of the Bankruptcy Code.
All Cash held by the Debtors as of the Effective Date will transfer
to the Liquidating Trust. The Debtors expect the Cash as of the
Effective Date to be approximately $5,250,000.
Counsel to the Debtors and Debtors in Possession:
Derek C. Abbott, Esq.
Daniel B. Butz, Esq.
Tamara K. Mann, Esq.
Scott D. Jones, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 Market Street, 16th Floor
Wilmington, DE 19801
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
E-mail: dabbott@morrisnichols.com
dbutz@morrisnichols.com
tmann@morrisnichols.com
sjones@morrisnichols.com
A copy of the Order dated Jan. 26, 2024, is available at
https://tinyurl.ph/CGWvS from PacerMonitor.com.
A copy of the Amended Combined Disclosure Statement and Chapter 11
Plan of Liquidation dated Jan. 26, 2024, is available at
https://tinyurl.ph/EeCEw from PacerMonitor.com.
About Novan, Inc.
Based in Durham, N.C., Novan, Inc., (Nasdaq: NOVN), now known as
NVN Liquidation, Inc., is a clinical development-stage
biotechnology company focused on leveraging nitric oxide's
naturally occurring anti-viral, anti-bacterial, anti-fungal and
immunomodulatory mechanisms of action to treat a range of diseases
with significant unmet needs. Nitric oxide plays a vital role in
the natural immune system response against microbial pathogens and
is a critical regulator of inflammation.
Novan Inc. and affiliate, EPI Health, LLC, filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 23-10937) on July 17, 2023.
As of March 31, 2023, Novan disclosed $79,793,000 in assets against
$7,922,000 in liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as
bankruptcy counsel; Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, LLP as special counsel; Sierra Constellation Partners,
LLC as financial advisor; and Raymond James and Associates as
investment banker. Kurtzman Carson Consultants, LLC is the claims
agent.
On July 28, 2023, the U.S. Trustee for Regions 3 and 9 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Goodwin Procter, LLP as bankruptcy
counsel; Womble Bond Dickinson (US) LLP as co-counsel; and Dundon
Advisers, LLC as financial advisor.
On October 16, 2023, the Bankruptcy Court approved the change of
Novan Inc.'s corporate name to NVN Liquidation Inc.
OAKMONT BARBEQUE: Seeks to Hire Calaiaro Valencik as Legal Counsel
------------------------------------------------------------------
Oakmont Barbeque Company, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Calaiaro Valencik.
The Debtor requires legal counsel to:
(a) represent the Debtor at the meeting of creditors;
(b) represent the Debtor in relation to negotiating an
agreement on cash collateral;
(c) represent the Debtor in relation to acceptance or
rejection of executory contracts;
(d) advise the Debtor with regard to its rights and
obligations during the Chapter 11 case;
(e) represent the Debtor in relation to any motions to convert
or dismiss this Chapter 11;
(f) represent the Debtor in relation to any motions for relief
from stay filed by any creditors;
(g) prepare the Subchapter V plan;
(h) prepare any objection to claims in the Chapter 11; and
(i) otherwise, represent the Debtor in general.
The hourly rates of the firm's counsel and staff are as follows:
Donald R. Calaiaro, Partner $425
David Z. Valencik, Partner $375
Andrew K. Pratt, Partner $325
Monica L. Locke, Attorney $250
Emily M. Balla, Attorney $250
Paralegal $100
In addition, the firm will seek reimbursement for expenses
incurred.
Calaiaro Valencik received a retainer of $5,000 plus the filing fee
of $1,738 from the Debtor.
Mr. Calaiaro 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:
Donald R. Calaiaro, Esq.
Calaiaro Valencik
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222
Telephone: (412) 232-0930
Facsimile: (412) 232-3858
Email: dcalaiaro@c-vlaw.com
About Oakmont Barbeque Company
Oakmont Barbeque Company, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
23-22700) on Dec. 18, 2023, with as much as $1 million in both
assets and liabilities.
Judge Carlota M. Bohm oversees the case.
Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the
Debtor's legal counsel.
OCEAN POWER: Board OKs New Form of Stock Unit Award Agreement
-------------------------------------------------------------
Ocean Power Technologies, Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that on Jan. 31, 2024, the
Board of Directors of the Company approved a new form of restricted
stock unit award agreement for directors and executive officers.
The Form is available for free at:
https://www.sec.gov/Archives/edgar/data/1378140/000149315224004754/ex99-1.htm
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- @www.oceanpowertechnologies.com -- provides
ocean data collection and reporting, marine power, offshore
communications, and Maritime Domain Awareness ("MDA") products and
consulting services. The Company offers its products and services
to a wide-range of customers, including those in government and
offshore energy, oil and gas, construction, wind power and other
industries. The Company is involved in the entire life cycle of
product development, from product design through manufacturing,
testing, deployment, maintenance and upgrades, working closely
with
partners across its supply chain.
Ocean Power reported a net loss of $26.33 million for the fiscal
year ended April 30, 2023, a net loss of $18.87 million for fiscal
year ended April 30, 2022, a net loss of $14.76 million for the 12
months ended April 30, 2021, a net loss of $10.35 million for the
12 months ended April 30, 2020, and a net loss of $12.25 million
for the 12 months ended April 30, 2019.
OPTIMUS BUILDING: Gets OK to Hire McDonald CPA as Accountant
------------------------------------------------------------
The Optimus Building, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ McDonald
CPA, PLLC.
The Debtor needs an accountant to assist with its tax return
preparation and filing, annual financial audits, as needed, and
other tax and accounting services that may arise in the operation
of its business during the course of this bankruptcy proceeding.
The firm will be paid at its hourly rate of $295.
Howard McDonald, the principal at McDonald 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 through:
Howard A. McDonald
McDonald CPA, PLLC
1923 J. N. Pease Pl., Ste. 102
Charlotte, NC 28262
Telephone: (704) 549-9595
About The Optimus Building
The Optimus Building, LLC, a company in Charlotte, N.C., filed
Chapter 11 petition (Bankr. W.D.N.C. Case No. 23-30866) on December
7, 2023, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Tara Ellerbe, managing member, signed the
petition.
Judge Laura T. Beyer oversees the case.
The Debtor tapped Waldrep Wall Babcock & Bailey, PLLC as legal
counsel and Howard A. McDonald at McDonald CPA, PLLC as accountant.
ORCHID MERGER: $400MM Bank Debt Trades at 34% Discount
------------------------------------------------------
Participations in a syndicated loan under which Orchid Merger Sub
II LLC is a borrower were trading in the secondary market around
66.4 cents-on-the-dollar during the week ended Friday, February 2,
2024, according to Bloomberg's Evaluated Pricing service data.
The $400 million facility is a Term loan that is scheduled to
mature on July 27, 2027. About $347.8 million of the loan is
withdrawn and outstanding.
Orchid Merger Sub II LLC provides Technology services (IT
services).
OSAIC HOLDINGS: Moody's Confirms 'B2' CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has confirmed Osaic Holdings, Inc.'s B2
corporate family rating, B1 senior secured first lien bank credit
facility rating (including the proposed $500 million incremental
senior secured first lien term loan), B1 senior secured rating and
Caa1 senior unsecured rating. Osaic's outlook is stable.
Previously, the ratings were on review for downgrade.
The rating action concludes the review for downgrade that was
initiated on December 18, 2023 following Osaic's announcement that
it agreed to acquire Lincoln Financial Advisors Corporation (LFA)
and Lincoln Financial Securities Corporation (LFS), the wealth
management firms that make up "Lincoln Wealth" from Lincoln
National Corporation (Lincoln, Baa2 STA). On January 31, 2024 Osaic
announced that it plans on funding the acquisition with $500
million incremental senior secured first lien term loan, balance
sheet cash, and equity issuance.
RATINGS RATIONALE
Moody's said the confirmation of Osaic's ratings reflects its
improved profitability, cash flow and debt leverage throughout
2023, which will allow it to better absorb the debt it plans to
issue to fund the purchase of Lincoln Wealth and maintain a
financial profile consistent with its current rating level. The
confirmation also reflects the relatively modest impact of the
acquisition financing on Osaic's debt leverage and interest
coverage as well as the scale and strategic benefits of the
acquisition. Lincoln Wealth currently has around 1,450 financial
professionals with about $108 billion in client assets.
Moody's said that the planned financing would result in only
modestly higher debt leverage and a similar level of interest
coverage compared with Osaic's existing metrics for these factors.
Moody's expects Osaic's Moody's-adjusted Debt/EBITDA leverage ratio
to be at or under 5.5x on a pro-forma basis at the end of 2024,
compared to Osaic's historical 5.3x ratio for the trailing-12
months ended September 30, 2023. Moody's expects that Osaic's
EBITDA/Interest Expense ratio will worsen to around 2.1x on a
pro-forma Moody's-adjusted basis at the end of 2024, compared to
Osaic's historical 2.2x ratio for the trailing-12 months ended
September 30, 2023.
Moody's said that Osaic will likely realize substantial synergies
from the acquisition. Osaic has a strong track record of successful
acquisitions of a broadly similar nature, as evidenced by timely
integrations and effective realization of synergies. The company
has identified substantial synergies associated with the Lincoln
Wealth acquisition related to vendor and strategic partner contract
alignments, cash sweep revenue, and staff redundancies. Given the
readily identifiable nature of these synergies as well as the
company's strong track record, Moody's expects the bulk of these
synergies to be realized within a year of the acquisition's close.
Osaic's B1 senior secured bank credit facility rating, B1 senior
secured rating, as well as the rating on its proposed $500 million
incremental senior secured first lien term loan reflect their
priority ranking and relative size in Osaic's capital structure.
The Caa1 senior unsecured rating is lower-rated, reflecting the
secondary ranking and relative size of this debt class in Osaic's
capital structure.
The stable outlook reflects Moody's expectations that the Lincoln
wealth acquisition will not pose an outsized operational burden
during integration, the targeted synergies will largely be achieved
within a year of the acquisition close, and that Osaic's financial
policies will remain largely unchanged. The stable outlook also
reflects Moody's expectations that Osaic's financial profile will
continue to be supported by high interest rates in 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Osaic's ratings could be upgraded if the company were to
sustainably improve to below 4.5x its Moody's-adjusted debt/EBITDA
leverage ratio. A significant expansion of existing business
activities that generate a sustainable diversification and
improvement in profitability with less sensitivity to macroeconomic
factors could also lead to an upgrade.
Moody's said Osaic's ratings could be downgraded if there were a
sustained deterioration in the firm's Moody's-adjusted debt
leverage to above 6.5x. A deterioration in revenue, not offset by
flexible expense management, resulting in a Moody's-adjusted
interest coverage ratio below 2.0x, could also result in a
downgrade. The ratings could be downgraded should Osaic suffer a
significant deterioration in liquidity that would weaken its
ability to sustain its competitive positioning, especially in
recruiting and retaining advisors. The ratings could also be
downgraded if Osaic does not adequately preserve and maintain the
benefits of higher interest rates. A significant deterioration in
franchise value from legal, regulatory, compliance or other issues
that would reduce revenue, increase costs or damage relations with
advisors could also lead to a downgrade.
The principal methodology used in these ratings was Securities
Industry Service Providers Methodology published in November 2019.
PACKERS HOLDINGS: $1.24BB Bank Debt Trades at 33% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Packers Holdings
LLC is a borrower were trading in the secondary market around 66.8
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.24 billion facility is a Term loan that is scheduled to
mature on March 9, 2028. About $1.21 billion of the loan is
withdrawn and outstanding.
Packers Holdings, LLC, known as PSSI, founded in 1972 and
headquartered in Kieler, Wisconsin, is a provider of contract
sanitation services to the food processing industry in the U.S. and
Canada.
PALASOTA CONTRACTING: Claims be Paid From Net Operating Revenue
---------------------------------------------------------------
Palasota Contracting, LLC submitted a Fifth Amended Chapter 11 Plan
of Reorganization.
PC is a Texas limited liability company formed in 2016. Based in
Bryan, Texas, the company operates in the construction sand and
gravel industry. The Debtor employ approximately 25 employees and
contractors. The company filed this Chapter 11 bankruptcy case
seeking to reorganize its business. PC ultimately determined that
the most prudent course of action to maximize distributions to
Creditors in this case was to rebalance is secured obligations and
fund the payments contemplated by the Plan from its net operating
revenue. Confirmation of the Plan will enable PC to provide a
greater dividend for Allowed General Unsecured Claims than under a
Chapter 7 proceeding.
'
Class 12 consists of the allowed general unsecured claims of the
unsecured creditors in this Estate. The deadline for filing proofs
of claim was August 24, 2023. The Debtor intends to meet its
obligations through 24 monthly payments of $8,334.00 during the
first and second years following the Effective Date; plus 12
monthly payments of $16,667.00 during the third year following the
Effective Date; plus 24 monthly payments of $25,000.00 during the
fourth and fifth years following the Effective Date. Each monthly
payment will be paid pro rata based on a Creditor's Allowed Claim
balance and will be paid on or before the last day of the month.
Payments will begin on the last day of the month following the
Effective Date of the Plan. To the extent the Debtor's revenue
provides sufficient net profits, the minimum payments in any given
month may be supplemented by additional payments until all Allowed
Claims are paid in full or the expiration of the 60th month. Class
12 is impaired
On the Effective Date, Ricky Palasota, Jr. will make a new value
equity contribution of $50,000 to be used towards satisfaction of
the Debtor's obligations, will make no equity distributions of cash
to owners during the pendency of the Plan, and releases any claims
for pre-Petition unpaid wages owed by the Debtor to insure payments
are made to all classes of creditors. On the Effective Date, all
property of the Debtor and of the Estate including all rights to
object to Claims, all Avoidance Actions, Causes of Action, Rights
of Action, claims and causes of action identified herein, the right
to pursue such claims and all other remaining property of the
Estate as defined in § 541 of the Bankruptcy Code, including all
Cash held and/or controlled by the Debtor on the Effective Date,
equipment and other tangible and intangible property, shall be
fully retained and vest in the Reorganized Debtor, free and clear
of all liens, claims and encumbrances, except as otherwise provided
in the Plan. Ricky Palasota, Jr shall be the sole Member and
Manager of the Reorganized Debtor.
COUNSEL FOR THE DEBTOR:
Kimberly A. Bartley, Esq.
WALDRON & SCHNEIDER, PLLC
15150 Middlebrook Drive
Houston, TX 77058
Tel: 281-488-4438
Fax: 281-488-4597
E-mail: kbartley@ws-law.com
A copy of the Plan of Reorganization dated Jan. 24, 2024, is
available at https://tinyurl.ph/ekZdu from PacerMonitor.com.
About Palasota Contracting
Palasota Contracting, LLC owns and operates a business known as
Palasota Contracting, LLC, a Bryan, Texas based company that
primarily operates in the construction sand and gravel industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-31447) on April 24,
2023, with up to $50,000 in assets and up to $50 million in
liabilities. Ricky Palasota, Jr., president, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
The Debtor tapped Kimberly A. Bartley, Esq., at Waldron and
Schneider, LLP, as legal counsel and Piletere & Associates, PC, as
accountant.
PARTS ID: Google Says Disclosure Inadequate
-------------------------------------------
Google LLC ("Google"), files the following limited objection and
reservation of rights to Disclosure Statement Relating to the Joint
Prepackaged Joint Plan of Reorganization of PARTS iD, Inc. and
PARTS iD LLC, the First Amended Joint Prepackaged Joint Plan of
Reorganization of PARTS iD, Inc. and PARTS iD LLC and states as
follows:
Prior to the Petition Date, Google entered into an Advertising
Service Agreement (the "ASA") pursuant to which Google provided
Google Ads services to and for the benefit of PARTS iD LLC. Google
Ads is an online advertising program that, among other things,
allows advertisers (here, the Debtors) to reach potential customers
as they search for designated words and phrases (i.e., keywords) or
browse websites with themes similar to the advertiser's. Many
businesses – in particular businesses engaged in digital
commerce, like Debtors – find Google Ads to be critical to
maximizing revenues.
According to Google's records, as of the Petition Date, a balance
of $2,547,274.82 remained due and owing for Google Ads services
rendered by Google to Debtors under the ASA. Google filed a timely
proof of claim in the amount of $2,547,274.82. An account statement
and supporting invoices are attached to the Google Claim.
Google points out that the Disclosure Statement fails to adequately
disclose the risk that Google will not – and is not required to
– allow the Debtors or Reorganized Debtors to continue using
Google Ads services, either directly or indirectly through Incubeta
US Corp or another agency.
Google asserts that a disclosure statement should contain, among
other information, all material information relating to the risks
posed to creditors under the proposed plan of reorganization. The
Disclosure Statement does not adequately disclose the risk that
Google will not continue providing Google Ads services to the
Reorganized Debtors post-Effective Date.
Google complains that the Plan fails to satisfy the requirements of
11 U.S.C. s 1129 and, accordingly, should not be confirmed.
Specifically, pursuant to 11 U.S.C. s 1129(a)(3), in order to be
confirmed, a plan must have been proposed in good faith and not by
any means forbidden by law. Although the Bankruptcy Code does not
define "good faith" in the context of 11 U.S.C. § 1129(a)(3), the
Third Circuit has stated that "[f]or purposes of determining good
faith under section 1129(a)(3) … the important point of inquiry
is the plan itself and whether such a plan will fairly achieve a
result consistent with the objectives and purposes of the
Bankruptcy Code." The Plan is not proposed in good faith as it
relates to Google. Notwithstanding that Google Ads is just as
critical to Debtors' business as any of the contracts designated
for assumption in the Contract List or the Vendors' products, the
Plan effectively sidesteps the protections offered by Section
365(b)(1) and contemplates no recovery on the Google Claim.
Counsel for Google LLC:
Michael A. Ingrassia, Esq.
WHITE AND WILLIAMS LLP
600 N. King Street, Suite 800
Wilmington, DE 19801-3722
Tel: (302) 467-4503
Fax: (302) 467-4550
E-mail: ingrassiam@whiteandwilliams.com
- and -
Amy E. Vulpio, Esq.
WHITE AND WILLIAMS LLP
1650 Market Street, Suite 1800, One Liberty Place
Philadelphia, PA 19103-7395
Tel: (215) 864-6250
Fax: (215) 789-7550
E-mail: vulpioa@whiteandwilliams.com
About PARTS iD Inc.
PARTS iD Inc. -- https://www.partsidinc.com/ -- headquartered in
Cranbury, New Jersey, the company is a technology-driven, digital
commerce company focused on creating custom infrastructure and
unique user experiences within niche markets. The Company was
founded in 2008 with a vision of creating a one-stop digital
commerce destination for the automotive parts and accessories
market. The Company has since become a market leader and proven
brand-builder, fueled by its commitment to delivering an engaging
shopping experience; comprehensive, accurate and varied product
offerings; and continued digital commerce innovation.
Parts ID went public via a merger with a blank-check firm in 2020.
The company operates websites including CARiD.com, TRUCKiD.com and
CAMPERiD.com.
Parts ID Inc. and subsidiary PARTS iD, LLC sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-12098) on Dec. 26, 2023. In the petition filed by CEO Lev
Peker, Parts ID Inc. disclosed $18.7 million in assets against
$55.02 million in debt as of Sept. 30, 2023.
The Debtors tapped DLA Piper, LLP (US) as bankruptcy counsel and
Kroll Restructuring Administration, LLC as claims agent.
PCS & ESTIMATE: Taps Allen Stovall Neuman & Ashton as Counsel
-------------------------------------------------------------
PCS & Estimate, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to employ Allen Stovall Neuman &
Ashton, LLP as bankruptcy counsel.
The Debtor requires legal counsel to:
(a) give advice regarding the rights, powers and duties of the
Debtor in the continued operation of its business;
(b) advise and assist the Debtor in preparing all necessary
legal documents required in connection with the administration of
this Chapter 11 case;
(c) review all financial and other reports to be filed with
the court or the United States Trustee in this Chapter 11 case;
(d) if applicable, advise the Debtor concerning, and assist in
the negotiation and documentation of, the refinancing or sale of
its assets and related transactions;
(e) counsel and represent the Debtor regarding actions it
might take to collect and recover property for the benefit of the
estate;
(f) review the nature and validity of liens asserted against
the Debtor's property and advise the Debtor concerning the
enforceability of such liens;
(g) if applicable, assist the Debtor in formulating,
negotiating, and obtaining confirmation of a plan of reorganization
and preparing other related documents; and
(h) perform other legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Thomas R. Allen Partner $515
Richard K. Stovall Partner $450
James A. Coutinho Partner $385
Tom Shafirstein Associate $315
Andrew D. Rebholz Associate $240
In addition, the firm will seek reimbursement for expenses
incurred.
As of the petition date, the firm holds a retainer in the amount of
$36,343.32.
Richard Stovall, Esq., an attorney at Allen Stovall Neuman &
Ashton, 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 through:
Thomas R. Allen, Esq.
Richard K. Stovall, Esq.
James A. Coutinho, Esq.
Allen Stovall Neuman & Ashton LLP
10 West Broad Street, Suite 2400
Columbus, OH 43215
Telephone: (614) 221-8500
Facsimile: (614) 221-5988
Email: allen@asnalaw.com
stovall@asnalaw.com
coutinho@asnalaw.com
About PCS & Estimate
PCS & Estimate, LLC is a provider of pre-construction cost
management and construction consulting services.
PCS & Estimate sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-10264) on Jan. 26,
2024, with up to $1 million in both assets and liabilities. Brandon
Lawlor, president and member, signed the petition.
Judge Suzana Krstevski Koch oversees the case.
Richard K. Stovall, Esq., at Allen Stovall Neuman & Ashton, LLP,
represents the Debtor as legal counsel.
PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 26% Discount
------------------------------------------------------------
Participations in a syndicated loan under which PECF USS
Intermediate Holding III Corp is a borrower were trading in the
secondary market around 74.5 cents-on-the-dollar during the week
ended Friday, February 2, 2024, according to Bloomberg's Evaluated
Pricing service data.
The $2 billion facility is a Term loan that is scheduled to mature
on December 15, 2028. About $1.96 billion of the loan is withdrawn
and outstanding.
PECF USS Intermediate Holding III Corporation is the issuing entity
for a debt extended to United Site Services Inc., a provider of
portable sanitation and related site services.
PILL CLUB: March 13 Hearing on Disclosure Statement and Plan
------------------------------------------------------------
Court has entered an order conditionally approving the Disclosure
Statement of The Pill Club Pharmacy Holdings, LLC, et al.
The Combined Hearing, at which time this Court will consider, among
other things, the adequacy of the Disclosure Statement and
confirmation of the Plan, shall be held on Mar. 13, 2024, at 1:30
p.m. prevailing Central Time.
Any objections to approval of the Disclosure Statement or
confirmation of the Plan must be filed by 4:00 p.m., prevailing
Central Time on Mar. 1, 2024.
Any brief in support of confirmation of the Plan and reply to any
objections must be filed on or before 4:00 p.m. prevailing Central
Time on Mar. 8, 2024.
Any objections not satisfying the requirements of this Order must
not be considered and shall be overruled.
About The Pill Club Pharmacy
The Pill Club Pharmacy Holdings, LLC, is a digital healthcare
platform. The company says it is "on a mission to empower women
and people who menstruate to lead their healthiest lives." It
combines telemedicine and direct-to-consumer pharmacy.
Pill Club Pharmacy Holdings and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas
Lead Case No. 23-41090) on April 18, 2023. In the petition signed
by Elizabeth Meyerdirk, chief executive officer, the Debtors
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Katherine A. Preston, Esq., at Winston and
Strawn, LLP as general bankruptcy counsel; Accordion Partners, LLC
as financial advisor; and BMC Group, Inc., as claims, noticing,
solicitation and administrative agent.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Akerman, LLP and Buchalter, A
Professional Corporation.
POLAR US BORROWER: $1.48BB Bank Debt Trades at 30% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Polar US Borrower
LLC is a borrower were trading in the secondary market around 70.3
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.48 billion facility is a Term loan that is scheduled to
mature on October 15, 2025. About $1.36 billion of the loan is
withdrawn and outstanding.
Polar US Borrower, LLC is the pass-through entity of ultimate
parent, SK Blue Holdings, LP, an affiliate of private investment
firm, SK Capital Partners. SI Group manufactures performance
additives for use in polymer, rubber, lubricants, fuels, adhesives
applications, surfactants in addition to some specialty chemicals.
PONCE BAKERY: Banco Popular Says Disclosure Inadequate
------------------------------------------------------
Banco Popular de PR – Special Loans (hereinafter "Banco Popular")
objects to Amended Disclosure Statement of Ponce Bakery, Inc. and
respectfully states and prays:
Debtor Ponce Bakery, Inc., is a corporation which administers two
real properties that are dedicated to the rental of commercial
spaces. Both properties are encumbered by mortgages held by Banco
Popular.
Banco Popular points out that the Disclosure Statement is missing
important information that is essential to a creditor's evaluation
of the Plan, therefore making it impossible for a creditor to
determine whether it will vote for or against the Plan.
Banco Popular further points out that the disclosure statement
included a summary of the filed operating reports and an
itemization of Debtor's expenses, however they are not supported by
any document.
Banco Popular asserts that Debtor has not attached the DIP bank
account statements to the monthly operating reports filed for the
months of June through November of 2023.
According to Banco Popular, the monthly operating reports from June
through November 2023 show a monthly income average of $3,469.67.
With the information available it appears that Debtor is not able
to collect the total amount of $4,275.00.
Attorney for Banco Popular PR-Special Loans:
Eduardo M. Veray Lopez, Esq.
PO Box 362708 (Legal Division 745)
San Juan, P. R. 00936-2708
Tel: (787) 753-1017
Fax: (787) 765-4064
E-mail: eduardo.veray@popular.com
About Ponce Bakery
Ponce Bakery, Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01719) on June 5,
2023, with $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities. Judge Maria De Los Angeles Gonzalez
oversees the case.
The Debtor tapped Modesto Bigas-Mendez, Esq., at Modesto Bigas Law
Office as bankruptcy counsel, and Cynthia Garcia Fraticelli as
accountant.
POST HOLDINGS: Moody's Rates New $1BB Revolver Loans 'Ba1'
----------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to Post Holdings,
Inc.'s proposed senior secured notes and new $1.0 billion senior
secured revolving credit facility. All other ratings, including the
company's B1 Corporate Family Rating, B1-PD Probability of Default
Rating, Ba1 senior secured debt ratings, and B2 senior unsecured
notes' ratings are unchanged. The stable outlook is not affected.
Proceeds from the proposed senior secured notes will be used to
repay the outstanding $400 million senior secured term loan due
2026, repay the remaining $459 million principal outstanding on the
5.75% unsecured notes due 2027, and pay fees and expenses related
to the transaction. Post is also seeking to upsize and extend its
revolver. The issuance of the notes is not conditioned on the
closing of the revolver refinancing.
The transaction is credit positive because it further bolsters the
company's already very good liquidity and extends the maturity
profile. The existing $750 million revolver expiring in March 2025
is being upsized to $1.0 billion, with the expiry extended to 2029.
The revolver expiry will spring to October 2027 if the unsecured
notes due 2028 are not redeemed by then. After the refinancing
transactions, the nearest debt maturity will be the $575 million
convertible senior notes due 2027. Moody's expects to withdraw the
Ba1 ratings on the existing revolver and senior secured term loan A
if the instruments are retired as anticipated in conjunction with
the refinancing.
RATINGS RATIONALE
Post's B1 CFR reflects its aggressive financial policy including
its growth-through-acquisitions strategy, comfort with high
financial leverage, and large share repurchase program. Certain
categories tend to be mature with some, such as cereal,
experiencing modest long-term declines that create growth
challenges for the firm and can lead to acquisition event risk as
the company expands the portfolio. The acquisitive strategy and
portfolio shifting creates some uncertainty about the asset base
and thus the overall business risks. Share repurchases weaken the
credit profile but are more discretionary than dividends. Post does
not pay a dividend and the company can redirect free cash flow to
repay debt and reduce leverage. The company's credit profile is
supported by growing scale and good product diversity, solid brand
equities in high margin product categories, strong free cash flow
and very good liquidity. The free cash flow provides good
reinvestment flexibility and the ability to repay debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that despite recent
improvements, Post will continue to maintain high financial
leverage over the medium term because of its growth by acquisition
strategy and large share repurchase program. In the absence of
acquisitions, Moody's expects debt/EBITDA leverage to be maintained
at a low 5x (on a Moody's adjusted basis) range over the next 12-18
months, positioning it strongly in its rating category. Moody's
projects Post will generate more than $350 million of free cash
flow in fiscal 2024 and maintain very good liquidity, and that
following leveraged acquisitions, the company would apply free cash
flow to debt repayment.
A rating downgrade could occur if operating performance
deteriorates, debt/EBITDA is sustained above 6.5x, or if free cash
flow or liquidity deteriorate.
A rating upgrade could occur if organic sales growth is good, the
operating profit margin remains stable, free cash flow remains
strong and the financial policy is consistent with sustaining
debt/EBITDA below 5.5x
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
COMPANY PROFILE
Based in St. Louis, Missouri, Post Holdings manufactures, markets,
and distributes branded and private label food products in
categories including RTE cereal, retail and foodservice egg and
potato products, and retail side dishes, sausage, cheese and other
dairy and refrigerated products. The company also added a portfolio
of branded and private label pet food products following the
acquisition of a portion of The J.M. Smucker Company's ("Smucker")
pet food business in April 2023. Some of the company's well-known
brands include Honey Bunches of Oats, Pebbles, Weetabix, Alpen,
Peter Pan, Papetti's, Abbotsford Farms, Egg Beaters, Simply
Potatoes, Bob Evans, and Crystal Farms. Pet food brands include
Rachael Ray Nutrish, Nature's Recipe, 9Lives, Kibbles 'n Bits and
others. The company is publicly-traded under the ticker "POST".
Revenue for the 12 months ended December 31, 2023 was $7.4 billion.
POST HOLDINGS: S&P Rates New $875MM Senior Secured Notes 'BB'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '1'
recovery rating to Post Holdings Inc.'s proposed $875 million
senior secured notes due 2032. The notes will rank pari passu with
the company's existing senior secured facilities.
Post will use the net proceeds to repay its $400 million first-lien
term loan due April 2026 and $1.5 billion ($459 million
outstanding) 5.75% notes due March 2027. The company will use any
remaining proceeds to cover fees and add cash to its balance sheet.
S&P said, "We expect the transaction will be largely leverage
neutral. We will withdraw our issue-level ratings on the company's
existing first-lien term loan and 5.75% notes after they are
repaid. Our ratings on the proposed notes are based on preliminary
terms and are subject to review upon the receipt of final
documentation."
Post is also seeking to upsize its revolving credit facility
(increasing its commitment to $1 billion from $750 million) and
extend its maturity (to February 2029 from March 2025). The
issuance of the notes is not conditional upon the revolver
transaction. S&P's '1' recovery rating on the company's revolving
credit facility is unchanged, indicating its expectation for very
high (90%-100%; rounded estimate: 95%) recovery in the event of a
payment default.
S&P said, "All of our other ratings on Post, including our 'B+'
long-term issuer credit rating, are unchanged. The outlook is
stable. Post announced the acquisition of Deeside Cereals Ltd., a
U.K.-based private-label manufacturer of breakfast cereals and
cereal bars, in December 2023, which adds some new capabilities and
manufacturing capacity to the company's Weetabix business. The
company also closed the previously announced acquisition of
Perfection Pet Foods in December 2023. We estimate consolidated
leverage at the end of the first fiscal quarter (ended Dec. 31,
2023) at about 5.1x. We expect Post's leverage will remain
comfortably below our 6.5x downgrade threshold, but we expect the
company to seek acquisitions, which will likely keep leverage at or
above 5x."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
Post is the issuer of all of the company's debt. Following this
transaction, the company's debt structure will comprise:
--$1 billion revolving credit facility due in 2029;
--$575 million 2.5% convertible notes due in 2027;
--$1 billion 5.625% senior unsecured notes due in 2028 ($940
million outstanding);
--$1.25 billion 5.5% senior unsecured notes due in 2029 ($1.24
billion outstanding);
--$1.65 billion 4.625% senior unsecured notes due in 2030 ($1.4
billion outstanding);
--$1.8 billion 4.5% senior unsecured notes due in 2031 ($1
billion outstanding) and
--$875 million proposed senior unsecured notes due in 2032.
The senior secured facilities are unconditionally guaranteed by
Post's existing and subsequently acquired direct and indirect
domestic subsidiaries and secured by security interests in
substantially all of its and its subsidiary guarantors' assets,
including certain material real property.
The unsecured notes are fully and unconditionally guaranteed on a
senior unsecured basis by the company's existing and future
domestic subsidiaries. The company's foreign subsidiaries will not
guarantee the notes and account for less than 10% of the company's
sales.
Post is incorporated and headquartered in the U.S. In the event of
an insolvency proceeding, S&P anticipates the company would file
for bankruptcy protection under the auspices of the U.S. federal
bankruptcy court system and unlikely involve foreign
jurisdictions.
Simulated default assumptions
S&P's simulated default scenario assumes strained liquidity from
weak sales and profitability as a result of heightened competitive
pressures combined with higher commodity costs and consumer
preference for other products or a major product recall. These
factors hamper margins and cash flow, resulting in an inability to
meet fixed charges.
-- Year of default: 2027
-- EBITDA at emergence: $702 million
-- Emergence enterprise value multiple: 7x
The emergence-level EBITDA takes into consideration a 30%
operational adjustment (to reflect recoupment of sales volume and
cost-cutting efforts that improve margins) on top of the
default-level EBITDA. The default EBITDA roughly reflects
fixed-charge requirements of about $365 million in interest costs
(S&P assumes a higher rate because of default and include
prepetition interest) and $175 million in minimal capital
expenditure assumed at default.
Simplified waterfall
-- Gross recovery value: $4.9 billion
-- Net recovery value for waterfall after administrative expenses
(5%): $4.7 billion
-- Obligor/nonobligor valuation split: 85%/15%
-- Collateral value available to secured debt: $4.4 billion
-- Estimated senior secured claims: $1.8 billion
--Recovery range for senior secured debt: 90%-100% (rounded
estimate: 95%)
-- Remaining value to unsecured claims: $2.9 billion
-- Estimated unsecured debt claims: $5.3 billion
--Recovery range for senior unsecured debt: 50%-70% (rounded
estimate: 50%)
All debt amounts include six months of prepetition interest.
PRESTIGE HOME: Seeks to Hire The Tennie Group as Accountant
-----------------------------------------------------------
Prestige Home Health Care, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ The Tennie Group, LLC.
The Debtor needs an accountant to provide bookkeeping services and
process payroll taxes and returns during these Chapter 11
proceedings.
The Tennie Group will receive a total fee of $225 per month for
these services.
Darnell Tennie, chief executive officer of The Tennie Group,
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 through:
Darnell K. Tennie, BS, MBA, MA
The Tennie Group LLC
3005 Village Park Drive, 2nd Floor
Knightdale, NC 27545
Telephone: (919) 217-0933
About Prestige Home Health Care
Prestige Home Health Care, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C.
Case No. 24-00105) on Jan. 12, 2024, with as much as $1 million in
both assets and liabilities.
Judge Pamela W. McAfee oversees the case.
The Debtor tapped Danny Bradford, Esq., at Bradford Law Offices as
bankruptcy counsel and Darnell K. Tennie at The Tennie Group, LLC
as accountant.
PRETIUM PKG: $350MM Bank Debt Trades at 54% Discount
----------------------------------------------------
Participations in a syndicated loan under which Pretium PKG
Holdings Inc is a borrower were trading in the secondary market
around 45.8 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $350 million facility is a Term loan that is scheduled to
mature on October 1, 2029. The amount is fully drawn and
outstanding.
Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic
containers for variety of end markets, including food and beverage,
chemicals, healthcare, wellness and personal care. Pretium PKG
Holdings, Inc. is a portfolio company of Clearlake since January
2020.
QUEST SOFTWARE: $765MM Bank Debt Trades at 49% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Quest Software Inc
is a borrower were trading in the secondary market around 50.6
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $765 million facility is a Term loan that is scheduled to
mature on February 1, 2030. The amount is fully drawn and
outstanding.
Quest Software provides software solutions. The Company offers
enterprise software that identities, users and data, streamlines IT
operations, and hardens cyber security from the inside out. Quest
Software serves customers in the United States.
QUEST SOFTWARE: Eaton Vance EFT Marks $1.77MM Loan at 26% Off
-------------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
$1,766,000 loan extended to Quest Software US Holdings, Inc., to
market at $1,302,689 or 74% of the outstanding amount, as of Nov.
30, 2023, according to a disclosure contained in EFT's Semi-Annual
Report on Form N-CSR for the period ended Nov. 30, 2023, filed with
the U.S. Securities and Exchange Commission.
EFT is a participant in a Term Loan (SOFR + 4.25%) to Quest
Software US Holdings. The loan accrues interest at a rate of 9.783%
per annum. The loan matures on February 1, 2029.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
Quest Software provides software solutions. The Company offers
enterprise software that identities, users and data, streamlines IT
operations, and hardens cyber security from the inside out. Quest
Software serves customers in the United States.
R&W CLARK CONSTRUCTION: Court OKs Cash Access Thru Feb 29
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized R&W Clark Construction, Inc. to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance, through February 29, 2024.
As previously reported by the Troubled Company Reporter, three
creditors may assert a security interest in and to the Debtor's
assets:
a. The Illinois Department of Employment Security asserts a
security interest in the Collateral based upon the filing of
notices of lien filed for the time period from February 11, 2004
through December 11, 2018. The IDES asserts a secured claim in the
amount of $294,758.
b. The Internal Revenue Service asserts a security interest in
the Collateral based upon the filing of notices of lien filed for
the time period from August 7, 2012 through February 23, 2023. The
IRS asserts a secured claim in the amount of $1,210,075.
c. The U.S. Small Business Administration asserts a security
interest in the Collateral by virtue of a UCC Financing Statement
filed with the Illinois Secretary of State on March 12, 2021
related to two Notes, dated February 26, 2021 and September 7, 2021
in the amounts of $150,000 and $500,000, respectively. The current
balance due the SBA is $650,000. Based upon the IDES' and the IRS'
higher priority lien claims in and to the Collateral, there exists
no equity in the Collateral to support the SBA's secured claim.
The court said as adequate protection, the IDES, the IRS and any
other lien claimants are granted valid and perfected replacement
liens in and to post-petition cash collateral and all post-petition
property of the Debtor of the same type or kind substantially
equivalent to the pre-petition Collateral (excepting avoidance
actions of the estate) to the same extent and with the
samepriority as held prepetition.
A further hearing on the matter is set for February 28 at 10 a.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=eZjtsV from PacerMonitor.com.
About R&W Clark Construction
R&W Clark Construction, Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-03279) on March 11, 2023. In the petition filed by Richard
Clark, president and sole shareholder, the Debtor reported up to
$50,000 in assets and up to $10 million in liabilities.
Judge Timothy A. Barnes oversees the case.
The Debtor tapped Gregory K. Stern, PC as counsel and Ziegler &
Associates, Ltd. as accountant.
RADIATE HOLDCO: $3.42BB Bank Debt Trades at 19% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Radiate Holdco LLC
is a borrower were trading in the secondary market around 81.4
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $3.42 billion facility is a Term loan that is scheduled to
mature on September 25, 2026. About $3.34 billion of the loan is
withdrawn and outstanding.
Radiate Holdco LLC, also known as Astound Broadband, and backed by
Stonepeak, is a broadband communications services provider and
cable operator doing business via regional providers RCN, Grande
Communications, Wave Broadband and enTouch Systems.
RADIO FREE: Seeks to Hire Morrison Tenenbaum as Legal Counsel
-------------------------------------------------------------
Radio Free Red Hook, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Morrison
Tenenbaum, PLLC.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the management of its estate;
(b) assist in any amendments of schedules and other financial
disclosures and in the preparation, review or amendment of a
disclosure statement and plan of reorganization;
(c) negotiate with the Debtor's creditors and take the
necessary legal steps to confirm and consummate a plan of
reorganization;
(d) prepare legal papers;
(e) appear before the bankruptcy court; and
(f) perform all other legal services for the Debtor that may
be necessary and proper for an effective reorganization.
The hourly rates of the firm's counsel and staff are as follows:
Lawrence F. Morrison $595
Brian J. Hufnagel $525
Associates $380
Paraprofessionals $200
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received from the Debtor a retainer in the amount of
$15,000, inclusive of the filing fee.
Lawrence Morrison, Esq., an attorney at Morrison Tenenbaum,
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 through:
Lawrence F. Morrison, Esq.
Brian J. Hufnagel, Esq.
Morrison Tenenbaum PLLC
87 Walker Street, Second Floor
New York, NY 10013
Telephone: (212) 620-0938
Facsimile: (646) 390-5095
Email: lmorrison@m-t-law.com
About Radio Free Red Hook
Radio Free Red Hook, LLC, a company in Brooklyn, N.Y., filed a
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-44252)
on Nov. 21, 2023, with as much as $1 million in both assets and
liabilities. St. John Frizell, managing member, signed the
petition.
Lawrence F. Morrison, Esq., and Brian J. Hufnagel, Esq., at
Morrison Tenenbaum PLLC serve as the Debtor's legal counsels.
RECESS HOLDINGS: S&P Affirms 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
recreational equipment manufacturer Recess Holdings Inc.
(PlayCore). At the same time, S&P assigned its 'B' issue-level
rating and '3' recovery rating to its proposed $1.05 million
first-lien term loan. The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery for senior secured lenders in the event of a default.
The stable outlook reflects S&P's expectation that PlayCore will
have stable operating performance and post leverage in the low- to
mid-4x area at year-end 2024. This provides a good cushion relative
to our 6.5x downgrade threshold.
PlayCore is proposing a new $1.05 billion first-lien term loan due
in January 2030 to refinance its outstanding $640 million
first-lien term loan and fund a distribution to shareholders
(private equity sponsor Court Square Capital Partners L.P. and
company management).
S&P said, "Despite the meaningful increase in debt, we forecast
PlayCore will maintain a good cushion relative to our downgrade
threshold of 6.5x leverage over the next two years. Pro forma for
the transaction, we expect S&P Global Ratings-adjusted leverage to
increase to the low- to mid-4x range in 2024 from mid- to high-2x
at year-end 2023. Better than expected operating performance during
2023 and low leverage at year-end will help offset increased debt.
However, while we forecast PlayCore will maintain moderate
leverage, our assessment of the company's financial risk also
incorporates corporate decision-making that could prioritize the
interests of controlling owners, in line with our view of most
rated entities owned by private equity sponsors. PlayCore is owned
by Court Square Capital Partners L.P. Our assessment reflects
financial sponsors' generally finite holding periods and focus on
maximizing shareholder returns. PlayCore's EBITDA base has expanded
in the past couple of years, which will help mitigate risks
associated with the increased debt load.
"We expect robust demand for outdoor recreation equipment following
the start of the COVID-19 pandemic, a sizeable backlog, increased
government funding for parks and recreation (such as the Land and
Water Conservation Fund), and strategic acquisitions will produce
revenue growth. We expect the integration of recently acquired
Sprinturf, backlog, and continued demand will support revenue
growth of 15% in 2024 and 8% in 2025. Further, we expect that
PlayCore will operate more efficiently and generate consistently
higher margins in the low- to mid-20% range during 2024 and 2025
(compared to the high teens historically) as process improvements
and automations completed in 2022 and 2023 reduce costs. We expect
a shift to a high-margin product mix and the historical ability for
PlayCore to pass through materials costs to customers will continue
to support the margin profile."
PlayCore continues to expand products to diversify its revenue base
and offerings. Although PlayCore's sales are exposed to changes in
municipal spending, the company has a history of acquiring product
lines with smaller-ticket items and shorter replacement cycles,
which helps reduce top-line and profit volatility. PlayCore has a
history of tuck-in acquisitions, including assets that sell lower
priced alternatives. Most recently, PlayCore acquired Sprinturf, a
manufacturer and installer of artificial turf that will complement
its existing business lines.
The stable outlook reflects S&P's expectation that PlayCore will
have stable operating performance and leverage in the low- to
mid-4x area at year-end 2024. This provides a good cushion relative
to our 6.5x downgrade threshold.
S&P could lower the rating if leverage increased above 6.5x or S&P
Global Ratings-adjusted EBITDA coverage of interest fell below 2x,
which could be from:
-- Weakened demand and funding landscape resulted in decreased
sales.
-- Operational challenges led to margin compression.
-- Leveraging acquisitions and dividends.
An upgrade is unlikely given PlayCore's financial sponsor ownership
and financial policy, given its tolerance for debt-finance
acquisition and dividends. However, S&P could raise the rating if
it expects the company to sustain S&P Global Ratings-adjusted debt
to EBITDA of less than 5x, incorporating the potential for
acquisitions and dividends.
REDSTONE HOLDCO 2: $1.11BB Bank Debt Trades at 17% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Redstone Holdco 2
LP is a borrower were trading in the secondary market around 83.1
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.11 billion facility is a Term loan that is scheduled to
mature on April 27, 2028. The amount is fully drawn and
outstanding.
Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of
the buyout of the RSA Security business from Dell Inc.
REDSTONE HOLDCO 2: Eaton Vance EFT Marks $1.5MM Loan at 23% Off
---------------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
$1,498,000 loan extended to Redstone Holdco 2, L.P., to market at
$1,146,164 or 77% of the outstanding amount, as of Nov. 30, 2023,
according to a disclosure contained in EFT's Semi-Annual Report on
Form N-CSR for the period ended Nov. 30, 2023, filed with the U.S.
Securities and Exchange Commission.
EFT is a participant in a Term Loan (SOFR + 4.75%) to Redstone
Holdco 2. The loan accrues interest at a rate of 10.207% per annum.
The loan matures on April 27, 2028.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of
the buyout of the RSA Security business from Dell Inc.
REDSTONE HOLDCO: $450MM Bank Debt Trades at 41% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Redstone Holdco 2
LP is a borrower were trading in the secondary market around 59.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $450 million facility is a Term loan that is scheduled to
mature on August 6, 2029. The amount is fully drawn and
outstanding.
Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of
the buyout of the RSA Security business from Dell Inc.
RESEARCH NOW: $250MM Bank Debt Trades at 72% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Research Now Group
LLC is a borrower were trading in the secondary market around 28.4
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $250 million facility is a Term loan that is scheduled to
mature on December 20, 2025. The amount is fully drawn and
outstanding.
Headquartered in Plano, Texas, Research Now Group, LLC (formerly
Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly
Survey Sampling International, LLC), provides data collection
services through online, mobile and offline surveys used by market
research firms, consulting firms and corporate customers.
RESEARCH NOW: $975MM Bank Debt Trades at 35% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Research Now Group
LLC is a borrower were trading in the secondary market around 64.7
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $975 million facility is a Term loan that is scheduled to
mature on December 20, 2024. About $920.9 million of the loan is
withdrawn and outstanding.
Headquartered in Plano, Texas, Research Now Group, LLC (formerly
Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly
Survey Sampling International, LLC), provides data collection
services through online, mobile and offline surveys used by market
research firms, consulting firms and corporate customers.
RESTORATION FOREST: Feb. 8 Deadline Set for Panel Questionnaires
----------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Restoration Forest
Products Group, LLC, et, al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at http://tinyurl.com/erk4zbwband return by email it to
Richard Schepacarter - Richard.Schepacarter@usdoj.gov - at the
Office of the United States Trustee so that it is received no later
than 4:00 p.m., on Feb. 8, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Restoration Forest
Initially founded in 2008, Restoration Forest Products Group, LLC
is a sustainable forestry and wood products manufacturing company.
By operating as a vertically-integrated wood processer with
in-house harvesting, manufacturing, and distribution capabilities,
the Company works to thin and restore the forests of Northern
Arizona.
Restoration Forest and three of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-10120) on Jan. 29, 2024. In the petition filed by Kenneth
Latz, chief restructuring officer, the Debtors disclosed $100
million to $500 million in assets against $100 million to $500
million in debt.
Potter Anderson & Corroon LLP serves as the Debtors' counsel.
Intrepid Investment Bankers LLP is the Debtor' investment banker.
Riveron Management Services, LLC is the Debtors' restructuring and
management services provider. Kroll Restructuring Administration
LLC is the Debtors' claims, noticing and solicitation agent.
RESTORATION FOREST: Unsecureds to Get 0% in Prepackaged Plan
------------------------------------------------------------
Restoration Forest Products Group, LLC, and its Debtor Affiliates
filed with the U.S. Bankruptcy Court for the District of Delaware a
Disclosure Statement for the Joint Prepackaged Chapter 11 Plan
dated January 30, 2024.
The Debtors, initially founded in 2008, are a leading sustainable
forestry and wood products manufacturing company. By operating as a
vertically-integrated wood processer with in-house logging,
manufacturing, and distribution capabilities, RFOR works to thin
and restore the forests of Northern Arizona.
Headquartered in Mesa, Arizona, the Company maintains operations in
Northern Arizona adjacent to the world's largest contiguous
Ponderosa Pine Forest. Ponderosa pine is generally recognized as
the most versatile wood found in North America and is usable
throughout every phase of light construction, such as
architectural/interior woodwork, furniture cases, cabinets, boxes,
crates, and wood packaging.
The Plan provides for a comprehensive restructuring of the Debtors'
prepetition obligations, preserves the going-concern value of the
Debtors' business, and protects the jobs of the Debtors' invaluable
employees, including the management team.
Under the terms of the Plan, among other things: (i) each Holder of
Bridge Loan Claims will receive, on account of their Allowed Bridge
Loan Claims, its ratable share of the New Class A Units; (ii) each
Holder of Senior Series A Bond Claims will receive, on account of
their Allowed Senior Series A Bond Claims, its ratable share of the
New Class A Units; and (iii) each Holder of Subordinated Series B
Bond Claims will receive, on account of their Allowed Subordinated
Series B Bond Claims, its Pro-Rata Share of the New Class B Units.
The Plan implements a prepackaged restructuring agreed to among the
Debtors and the Debtors' major stakeholders, including the
Consenting Stakeholders. The restructuring will result in a
significant deleveraging of the Debtors' capital structure.
The anticipated benefits of the Plan include, without limitation,
the following:
* Conversion of approximately $35.0 million of DIP Claims to
an Exit Facility with the balance of DIP Claims to receive their
ratable share of the New Class A Units, subject to dilution on
account of the Management Incentive Plan;
* Discharge of the Bridge Loan Claims with the Holders of such
claims to receive their ratable share of the New Class A Units,
subject to dilution on account of the Management Incentive Plan;
* Discharge of the Senior Series A Bond Claims with the
Holders of such claims to receive their ratable share of New Class
A Units, subject to dilution on account of the Management Incentive
Plan;
* Discharge of the Subordinated Series B Bond Claims with the
Holders of such claims to receive their ratable share of New Class
B Units, subject to dilution on account of the Management Incentive
Plan;
* Discharge of approximately $307 million of prepetition
Claims in the aggregate;
* Cancellation of Equity Interests; and
* Prompt emergence from chapter 11.
Class 7 consists of General Unsecured Claims. On the Effective
Date, all General Unsecured Claims shall be cancelled, released,
and discharged, and shall be of no further force or effect.
Thereafter, Holders of General Unsecured Claims shall not receive
any distributions on account of such General Unsecured Claims. This
Class will receive a distribution of 0% of their allowed claims.
This Class is impaired.
Class 10 consists of all Equity Interests in RFPG. On the Effective
Date, all Equity Interests in RFPG shall be cancelled without any
distribution on account of such Equity Interests.
Class 11 consists of all Intercompany Equity Interests. On the
Effective Date, the Intercompany Equity Interests shall be
cancelled without any distribution on account of such Equity
Interests; provided, however, that at the option of the Debtors and
the Consenting Stakeholders, the Intercompany Equity Interests may
be Reinstated for administrative convenience.
The Debtors shall fund distributions under the Plan with: (a) Cash
on hand, including Cash from operations; (b) the proceeds of the
DIP Loans; (c) the Exit Facility; and (d) the Reorganized Company
Equity Interests. Cash payments to be made pursuant to the Plan
will be made by the Reorganized Debtors. The Reorganized Debtors
shall be entitled to transfer funds between and among themselves as
they determine to be necessary or appropriate to enable the
Reorganized Debtors to satisfy their obligations under the Plan.
Except as set forth herein, any changes in intercompany account
balances resulting from such transfers shall be accounted for and
settled in accordance with the Debtors' historical intercompany
account settlement practices and shall not violate the terms of the
Plan.
A full-text copy of the Disclosure Statement dated January 30, 2024
is available at https://urlcurt.com/u?l=8hb3JS from
PacerMonitor.com at no charge.
Proposed Counsel for the Debtors:
M. Blake Cleary, Esq.
Brett M. Haywood, Esq.
Gregory J. Flasser, Esq.
Katelin A. Morales, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6th Floor
Wilmington, Delaware 19801
Tel: (302) 984-6000
Fax: (302) 658-1192
Email: bcleary@potteranderson.com
bhaywood@potteranderson.com
gflasser@potteranderson.com
kmorales@potteranderson.com
About Restoration Forest
Restoration Forest Products Group, LLC, and its affiliates,
initially founded in 2008, are sustainable forestry and wood
products manufacturing company. By operating as a
vertically-integrated wood processer with in-house harvesting,
manufacturing, and distribution capabilities, the Debtors work to
thin and restore the forests of Northern Arizona. The Debtors have
extensive manufacturing capabilities that enable them to process
the logs and forest residuals into a diverse product portfolio of
value-added wood products such as, lumber, engineered wood
products, and sawmill and forest residuals. Additionally, the
Debtors work actively with the U.S. Forest Service and Four Forest
Restoration Initiative to implement sustainable forestry practices,
mitigate the risk of catastrophic wildfires, and improve forest
health.
Restoration Forest Products Group, LLC, and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Lead Case No. 24-10120) on January 29, 2024, with $100 million
to $500 million in assets and liabilities. Kenneth Latz, chief
restructuring officer, signed the petitions.
POTTER ANDERSON & CORROON LLP represents the Debtors as legal
counsel.
RESTORATION HOUSE: Seeks to Tap Jeremy Parker as Real Estate Agent
------------------------------------------------------------------
Restoration House, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to employ Jeremy
Parker, a member of Keller Williams Realty, as real estate agent.
The Debtor needs a real estate agent to market its real property.
Mr. Parker will receive a commission of 6 percent.
Mr. Parker disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The real estate agent can be reached at:
Jeremy Parker
Keller Williams Realty
1830 Washington Street
Chattanooga, TN 37408
Telephone: (865) 964-1125
About Restoration House
Restoration House, LLC is the owner of the real property located at
171 Greendale Lane, McDonald, Tenn., valued at $1.9 million.
Restoration House sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-10164) on Jan. 24,
2024, with $1,905,100 in assets and $856,297 in liabilities. Greg
Vogel, member and manager, signed the petition.
Judge Vincent P. Zurzolo oversees the case.
Amanda M. Stofan, Esq., at Farinash and Stofan serves as the
Debtor's legal counsel.
RODAN & FIELDS: $413MM Bank Debt Trades at 79% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Rodan & Fields LLC
is a borrower were trading in the secondary market around 21.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $413 million facility is a Term loan that is scheduled to
mature on May 8, 2027. The amount is fully drawn and outstanding.
Rodan & Fields, LLC, known as Rodan + Fields or R+F, is an American
multi-level marketing company specializing in skincare products.
RSC ACQUISITION: $700MM Bank Debt Trades at 17% Discount
--------------------------------------------------------
Participations in a syndicated loan under which RSC Acquisition Inc
is a borrower were trading in the secondary market around 83.3
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $700 million facility is a Unitranche Delay-Draw Term loan that
is scheduled to mature on October 30, 2029. About $56.0 million of
the loan is withdrawn and outstanding.
RSC Acquisitions, Inc., doing business as Rex Supply Company,
supplies industrial tools. The Company offers fluids, chasers,
cutters, drills, saw blades, tool bits, abrasives, lubricants, hand
and power tools, air compressors, drill presses, grinders, mills,
sanders, saws, handling equipment, and ladders. RSC Acquisitions
serves customers in the United States.
RV SALES: Carol Fox of GlassRatner Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Carol Fox of GlassRatner
as Subchapter V trustee for RV Sales of Broward, Inc.
Ms. Fox will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Fox declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Carol Fox
GlassRatner
200 East Broward Blvd., Suite 1010
Fort Lauderdale, FL 33301
Tel: 954.859.5075
Email: cfox@brileyfin.com
About RV Sales of Broward
RV Sales of Broward, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-10741) on January 26, 2024, with $500,001 to $1 million in both
assets and liabilities.
Judge Peter D. Russin oversees the case.
Brian S. Behar, Esq., represents the Debtor as legal counsel.
RYMAN HOSPITALITY: S&P Upgrades ICR to 'B+' on Sustained Growth
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S. lodging
REIT Ryman Hospitality Properties Inc. to 'B+' from 'B'. At the
same time, S&P raised the issue-level ratings on the company's debt
one notch, in line with the issuer credit rating. As a result, S&P
raised the senior secured debt rating to 'BB' from 'BB-' and the
senior unsecured debt rating to 'BB-' from 'B+'.
The positive outlook reflects the possibility that S&P could raise
its ratings by one notch if it believes Ryman will sustain leverage
of less than 4.5x (our upgrade threshold).
Ryman's capital enhancements and operating model substantially
increased its revenue and EBITDA base over the years and maintained
above-average margins. From 2017 to 2022, Ryman spent on average
about $150 million annually in capital expenditures to improve the
asset quality of its portfolio by adding and renovating rooms,
upgrading food and beverage options, and other value enhancing
amenities. S&P said, "We believe the improvement in Ryman's asset
quality and its all-under-one-roof operating model has improved its
competitive position compared with peers in the large group travel
business. Ryman consistently attracts high-value group customers
and provides attractive out-of-room options for guests to spend on,
leading to high out-of-room spend and a premium in total RevPAR.
This success substantially increased the company's revenue and
EBITDA base, and it reported the highest S&P Global
Ratings-adjusted EBITDA margin among rated lodging REIT peers. From
2017 to the company's preliminary fiscal 2023 results, Ryman's
revenue increased over 80% and its EBITDA over 90%. We believe the
capital enhancements of its portfolio and Ryman's
all-under-one-roof operating model position it to continue as a
leader in the large group travel business."
S&P said, "It is our understanding that Ryman's forward group
booking window is about three years, which provides good revenue
visibility, allowing the company to better manage costs and giving
it the flexibility to make strategic capital investments in its
portfolio. Ryman expects to spend approximately $1 billion in
capital expenditures over the next four years to continue to invest
in its portfolio, with spending potentially weighted more heavily
in the near term. In 2024, Ryman expects to spend on various
projects such as meeting room renovations at Gaylord Opryland, room
renovations at Gaylord Palms, and the completion of the Pavilion
and Grand Lodge at Gaylord Rockies. While we expect these projects
to cause disruptions in EBITDA in 2024, we believe Ryman's revenue
visibility helps maintain occupancy levels minimizing the decline
in EBITDA and expect the company to benefit from incremental EBITDA
from these projects in future years."
Ryman reported strong preliminary results for year-end 2023, with
same-store RevPAR and same-store total RevPAR up in the
low-double-digit percent area. The company also reported all-time
highs for room nights booked and average daily rate (ADR). These
results drove consolidated revenue growth and S&P Global
Ratings-adjusted EBITDA growth 20% and 24%, respectively, year over
year. In addition, Ryman ended the year with about $1.9 billion of
room revenue on the books over the next five years, with 2024
revenue outpacing 2019 levels (for T + 1 or 2020) by about 11%. S&P
said, "In 2024, we expect Ryman to grow total revenue in the
high-single-digit percent area as it benefits from a full year of
revenue from the JW Marriott Hill Country and total RevPAR to grow
in the low- to mid-single-digit percent area. We also expect
Ryman's occupancy will be flat to up modestly and its ADR will be
up in the low-single-digit percent area as it benefits from the
materialization of contractual price increases previously
negotiated with group customers."
S&P said, "Given the good underlying results and our expectations
that Ryman can largely sustain these high levels of RevPAR and its
EBITDA and margins will benefit from good revenue visibility due to
its forward group booking window, we raised our downgrade threshold
at the current 'B+' rating to 5.5x from 5.0x. In addition, we net
available cash and cash equivalents with debt in our leverage
calculation."
Ryman is well-positioned because of its high asset quality and
advance bookings, which provide good revenue visibility. The
company owns high-quality properties that target groups and
convention customers. The expansion in the demand for this type of
lodging has been outpacing the increase in supply since before the
COVID-19 pandemic, which allowed Ryman to increase its total RevPAR
at a faster rate than the overall industry. S&P assumes the supply
growth in the U.S. large convention hotel market will be limited
over the next couple of years, which could benefit the company's
occupancy and rates when demand is strong. In addition, the
customers for these properties typically book far in advance, with
the company reporting about 50% occupancy at the start of each
year, which provides it with good revenue visibility under normal
economic conditions. Ryman generates about 70% of its room nights
from group customers, which generally account for the majority of
its outside-the-room spending.
In 2023, Ryman purchased JW Marriott Hill Country hotel in San
Antonio, Texas. The acquisition added about 1,000 guest rooms and
two PGA-approved golf courses to Ryman's portfolio. In addition,
the JW Marriott modestly increased Ryman's exposure to leisure
transient as it typically has about 60% of room nights from group
and 40% from leisure transient and some brand and geographic
diversification. The hotel remains under the JW Marriott brand and
provides Ryman exposure to the San Antonio market, a fast-growing
city with a well-established convention customer base. S&P expects
there will be opportunities to improve occupancy during winter
months at the JW Marriott that historically has been below
occupancy levels at Ryman's Gaylord Properties. Expanding amenities
and renovating rooms could ultimately grow Ryman's long-term
EBITDA.
The release of existing mortgages pledged on four of Ryman's hotels
for a new security package including first-priority liens and
security interests in the equity of its subsidiaries that own the
Gaylord Opryland and Gaylord Texan has unencumbered a substantial
portion of its asset base and increased its financial flexibility.
S&P's '1' recovery rating on the secured debt remains unchanged
despite the release of the mortgages from the 2023 credit
agreement, which reduced the recovery prospects for its secured
lenders, because there will continue to be substantial asset
coverage from the Gaylord Opryland and Gaylord Texan subsidiary
equity pledges.
S&P said, "Our '2' recovery rating on the unsecured debt also
remains unchanged because of the substantial asset coverage under
our recovery assumptions. In addition, the recovery prospects for
the unsecured lenders improved due to the release of the mortgages,
which will increase the value shared pari passu among the secured
and unsecured lenders.
"We add the fair value of the put option, stemming from the 2022
Atairos and NBCUniversal strategic investment in Opry Entertainment
Group (OEG), Ryman's S&P Global Ratings-adjusted debt because its
redemption is outside of the issuer's control. On June 16, 2022,
Atairos and NBCUniversal acquired a 30% equity stake in OEG for
$296 million. In addition, Ryman issued a $300 million term loan B
facility secured by OEG assets and repaid its outstanding $300
million term loan A and the balance of the borrowings outstanding
under its revolving credit facility. Following its investment,
Atairos retains a put right that allows it to put its shares in OEG
back to Ryman at 1.5x its initial investment after four years if it
has requested an IPO of OEG and Ryman declines. It also has the
right to put the shares back to Ryman after seven years if OEG has
not completed an IPO, sale, or spinoff. Ryman has the option to
settle in cash or stock at its sole discretion. The put rights
expire if Atairos increases its investment above the original 30%
stake. Ryman reports a "non-controlling interest" line item on its
balance sheet, which equals the net present value of the IPO put
until year 4, and fair-market value of the put between years 4 and
7 as long as the put rights remain outstanding. We add this balance
to our measure of Ryman's debt because the redemption is outside of
its control. To calculate our credit measures, we consolidate Ryman
and OEG because Ryman will retain a majority stake and control of
the board.
"We believe Ryman's high-quality owned properties provide it with
the flexibility to issue equity, raise incremental debt,
and--although less likely--sell assets. In May 2021, the company
implemented an at-the-market equity distribution agreement that
allowed it to issue and sell up to 4 million shares (about $365
million at the current share price). Through the first three
quarters of 2023, Ryman did not issue any shares under this
facility. However, we believe the company could issue equity to add
liquidity or repay debt if group travel recovers at a slower pace
than we currently anticipate."
In addition, as a hotel owner, Ryman could raise cash through asset
sales, though there would likely be a limited pool of buyers for
its large, group-oriented hotels even amid good economic
circumstances. Specifically, S&P believes the company could sell
one of its Gaylord-branded properties or one of the assets in its
entertainment segment, if needed, to raise liquidity.
If the group travel market becomes highly competitive, hotels in
Las Vegas, for example, may be able to offer lower daily rates than
Ryman due to their ability to generate significant gaming revenue.
In addition, the company has limited asset diversity because it
derives the majority of its revenue from its five Gaylord-branded
properties and the JW Marriott. The cyclicality of the lodging
space and the earnings volatility associated with its owned-hotel
portfolio also increase the potential for a decline in its cash
flow under adverse market conditions. Furthermore, Ryman
occasionally makes significant capital investments in its
properties that increase its leverage.
S&P said, "The positive outlook indicates that we could raise our
ratings on Ryman by one notch if we believe the company will
sustain leverage of less than 4.5x (our upgrade threshold) over the
cycle incorporating investment and development spending. The
positive outlook also reflects Ryman's long-term financial target
to sustain net leverage of 4.0x-4.5x, which could translate into
our measure of net leverage below our 4.5x upgrade threshold.
"We could raise our rating if we believe Ryman will sustain our
measure of adjusted leverage below 4.5x over the cycle
incorporating investment and development spending.
"We could lower our rating if we expect Ryman's total RevPAR
improvement to be slowed by weaker-than-currently-anticipated
demand for group and leisure travel, inflationary or other cost
pressures, ADR competition, or leveraging acquisitions."
SAL ATX: Unsecureds Will Get Paid 90 Days After Effective Date
--------------------------------------------------------------
Sal Atx, LLC submitted an Amended Disclosure Statement under 11
U.S.C. s 1125 for the Debtor's Amended Plan OF Reorganization,
dated Jan. 15, 2024
.
The Debtor owns real property located at 903 Edgecliff, Austin, TX
78704. The legal description is Lot 8 and the West 25 feet of Lot
7, Block 52, Travis Heights. The property consists of 0.26 acres.
The property has three structures on it: a 2,742 sq. ft. house, an
872 sq. ft. structure and a 468 sq. ft. structure. The Travis
Central Appraisal District has valued the land at $1,144,000.00 and
the structures at $810,601. The property was appraised at
$2,160,000 before it was purchased by the Debtor. BBG has issued a
preliminary appraisal report valuing the property at $2,660,000.
However, this report has not been finalized.
Debtor intends to develop its property to construct a three-story
luxury home and sell such property. Plans for the proposed
construction are attached. The funds to develop the property will
come from NIA ATX, LLC, another company owned by Ali Choudhri. The
Debtor estimates that permitting will take 12 to 18 months, that
teardown and construction of the new structure will take 12 to 18
months and that the property could be sold within three to six
months once construction is completed. The Debtor will begin
seeking a sale or refinance of the property once permitting is
completed.
The Debtor has filed Monthly Operating Reports for the months of
September, October and November 2023. The reports do not show any
financial activity.
The Debtor will borrow $1,750.000 from NIA ATX, LLC to fund its
operations until the property can be developed and sold. These
amounts will fall into three categories. First, there are payments
to be made after the Effective Date as follows:
Texas Comptroller $1,011.41
Travis County $35,363.57
Unsecured Claims $1,220.96
Total $37,595.94
Next, there are forty-one months of payment to Magnolia BridgeCo.
Assuming payments of $13,163.57, these payments will total
$539,706.37.
Finally, there will be construction costs of approximately
$900,000.
The construction budget of $3,398,000 is attached as Exhibit A.
However, because it includes land acquisition costs of $2,500,000,
the construction cost would be $898,000 which has been rounded up
to $900,000 It is assumed that the Magnolia BridgeCo note will be
paid from sales proceeds or refinancing.
The Plan proposes to redevelop the property with a three-story
luxury home and sell the property. NIA ATX, LLC will contribute
funds to pay the ad valorem taxes and make interest payments to
Magnolia during the construction and sale process and fund
construction. Plans for the proposed home are attached as Exhibit
B. As discussed above, the costs to make plan payments prior to
sale of the home will be approximately $600,000.00 and the
construction costs will be approximately $900,000.00. The Magnolia
claim will be paid from sale of the new home. The amounts listed
for payments to Magnolia under the plan are only the interim
payments to be made prior sale of the property.
Class 6 will consist of Allowed Claims of Unsecured Creditors.
Debtor is aware of the following unsecured claims:
Comptroller $250
Security State Bank & Trust $970.96
The Class 6 creditors will receive payment of their Allowed Claims
90 days after the Effective Date or on the date on which the claim
becomes an Allowed Claim whichever is later. Class 6 is impaired.
Feasibility of the Plan and Risk to Creditors measures the
likelihood that creditors will receive the payments promised to
them. In this case, the Plan depends upon NIA ATX, LLC being able
to fund the development costs and other payments under the Plan.
NIA will provide proof of its ability to contribute the required
funds at the confirmation hearing. As discussed above, the project
is expected to last up to forty-two months but could be sold or
refinanced sooner depending upon market conditions.
ATTORNEYS FOR DEBTOR
SAL ATX, LLC:
Stephen W. Sather, Esq.
BARRON & NEWBURGER, P.C.
7320 N. Mopac Expwy, Ste. 400
Austin, TX 78731
Tel: (512) 476-9103
E-mail: ssather@bn-lawyers.com
A copy of the Disclosure Statement dated Jan. 24, 2024, is
available at https://tinyurl.ph/PPNcE from PacerMonitor.com.
About SAL ATX
SAL ATX is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
SAL ATX LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10736) on
Sep. 5, 2023. The petition was signed by Drew Dennet as manager. At
the time of filing, the Debtor estimated $1 million to $10 million
in both assets and liabilities.
Judge Shad Robinson presides over the case.
James Q. Pope, Esq. at THE POPE LAW FIRM serves as the Debtor's
counsel.
SALISH COAST: Gets OK to Hire Cairncross & Hempelmann as Counsel
----------------------------------------------------------------
Salish Coast Enterprises, Inc., doing business as Skagit Valley
Malting, received approval from the U.S. Bankruptcy Court for the
Western District of Washington to employ Cairncross & Hempelmann,
PS.
The Debtor requires a local bankruptcy counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the continued management and operation of its business;
(b) attend meetings and negotiate with representatives of
creditors and other interested parties, as needed;
(c) take all necessary actions to protect and preserve the
Debtor's estate;
(d) work with the Debtor and its primary bankruptcy counsel,
Meyers Law Group, PC, to prepare all papers necessary for the
administration of the estate;
(e) work with Meyers and the Debtor to negotiate and prepare a
plan of reorganization, disclosure statement and all related
documents, and take any necessary action to obtain confirmation of
such plan;
(f) work with Meyers and the Debtor in connection with
obtaining authorization to use cash collateral, if required;
(g) advise Meyers and the Debtor in connection with any
potential sale of assets, if required;
(h) appear before the bankruptcy court and the United States
Trustee; and
(i) perform other necessary legal services for the Debtor.
The firm will be paid at its standard hourly rates.
As of Oct. 20, 2023, Cairncross was paid a total of $17,508 for its
services. As of the petition date, Cairncross holds $2,552 in
trust.
Aditi Paranjpye, Esq., an attorney at Cairncross & Hempelmann,
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 through:
Aditi Paranjpye, Esq.
Cairncross & Hempelmann, PS
524 Second Avenue, Suite 500
Seattle, WA 98104
Telephone: (206) 587-0700
Facsimile: (206) 587-2308
Email: aparanjpye@cairncross.com
About Salish Coast Enterprises
Salish Coast Enterprises, Inc. is a craft malthouse in Burlington,
Wash.
Salish Coast Enterprises filed Chapter 11 petition (Bankr. W.D.
Wash. Case No. 23-12026) on Oct. 20, 2023, with $1 million to $10
million in both assets and liabilities. David Green, chief
executive officer, signed the petition.
Judge Timothy W. Dore oversees the case.
The Debtor tapped Meyers Law Group, PC as bankruptcy counsel and
Cairncross & Hempelmann, PS as local counsel.
SANDVINE CORP: $110MM Bank Debt Trades at 38% Discount
------------------------------------------------------
Participations in a syndicated loan under which Sandvine Corp is a
borrower were trading in the secondary market around 62.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $110 million facility is a Term loan that is scheduled to
mature on November 2, 2026. The amount is fully drawn and
outstanding.
Sandvine Corporation, headquartered in Waterloo, Ontario, Canada,
and owned by funds affiliated with Francisco Partners, provides
network and application intelligence solutions to mobile, fixed,
cable, satellite and Wi-Fi service providers, and governments
globally.
SANDVINE CORP: $400MM Bank Debt Trades at 17% Discount
------------------------------------------------------
Participations in a syndicated loan under which Sandvine Corp is a
borrower were trading in the secondary market around 83
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $400 million facility is a Term loan that is scheduled to
mature on November 2, 2025. The amount is fully drawn and
outstanding.
Sandvine Corporation, headquartered in Waterloo, Ontario, Canada,
and owned by funds affiliated with Francisco Partners, provides
network and application intelligence solutions to mobile, fixed,
cable, satellite and Wi-Fi service providers, and governments
globally.
SBG BURGER: Committee Seeks to Tap Bast Amron as Legal Counsel
--------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of SBG Burger Opco, LLC and its affiliates seeks
approval from the U.S. Bankruptcy Court for the Middle District of
Florida to employ Bast Amron, LLP.
The committee requires legal counsel to:
(a) give advice with respect to the powers and duties of the
committee in these cases;
(b) advise the committee with respect to issues and other
pertinent matters;
(c) prepare legal documents;
(d) protect the interests of the committee in all matters
pending before the court; and
(e) represent the committee in negotiations with the Debtors
and creditors in these Chapter 11 cases.
The hourly rates of the firm's counsel and staff are as follows:
Partners $565 - $725
Associates and Of Counsel $235 - $555
Paralegals $230 - $300
In addition, the firm will seek reimbursement for expenses
incurred.
Jeffrey Bast, Esq., an attorney at Bast Amron, 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 through:
Jeffrey P. Bast, Esq.
Bast Amron LLP
One Southeast Third Avenue, Suite 2410
Miami, FL 33131
Telephone: (305) 379-7904
Email: jbast@bastamron.com
About SBG Burger Opco
SBG Burger Opco, LLC and affiliates operate 73 Wendy's, 6
McAlister's Deli, 15 Subway, 5 Fuzzy's Taco Shop and 22 CiCi's
Pizza restaurants across Alabama, Florida, Illinois, Missouri,
Louisiana, Wisconsin and Texas. The Debtors sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case
No. 23-04797) on November 14, 2023.
The Debtors are Starboard Group of Space Coast, LLC; Starboard
Group of Southeast Florida, LLC; Starboard Group of Tampa, LLC;
Starboard Group of Tampa II, LLC; Starboard Group of Alabama, LLC;
7 S & M Foods, LLC; 9 S & M Foods, LLC; 10 S & M Foods, LLC;
Starboard with Cheese, LLC; and SBG Burger Opco, LLC.
In the petition signed by Andrew Levy, manager, lead Debtor SBG
Burger Opco, LLC disclosed up to $50,000 in both assets and
liabilities. SBG Alabama listed $1 billion to $10 billion in
estimated assets and $1 billion to $10 billion in estimated
liabilities. SBG Spacecoast listed $10 million to $50 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG Cheese listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG Tampa listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG SE Florida listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities.
Judge Tiffany P. Geyer oversees the cases.
Scott A. Underwood, Esq., at Underwood Murray, PA, is the Debtors'
legal counsel.
On January 23, 2024, the U.S. Trustee for Region 21 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Bast Amron, LLP as its legal counsel.
SECURED COMMUNICATIONS: Court OKs Cash Access, `$750,000 DIP Loan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Secured Communications, Inc. to use cash collateral and obtain
postpetition financing, on a final basis.
The Debtor obtained post-petition financing, consisting of senior
secured superpriority, multi-draw term loans in the aggregate
maximum final amount of $1.1 million from:
-- Norman Willox,
-- John P. Benson, and
-- Peter Ernaut
The DIP Loan will mature and be payable in full on the earliest
of:
i. The effective date of a plan confirmed in the Borrower's
Chapter 11 Case;
ii. Dismissal of the Chapter 11 Case, re-designation of the
Chapter 11 Case as something other than one proceeding under
subchapter V. or conversion of the Chapter 11 Case to a case under
chapter 7 of the Bankruptcy Code; or
iii. Februarv 29, 2024.
The DIP Extensions of Credit (a) will be evidenced by the books and
records of the DIP Lender: (b) will bear interest payable at a rale
of 10% per annum, with such interest rale to increase to 12% per
annum in the event of default; (c) will be secured in the manner
specified below; (d) will be payable in accordance with the Final
Orders and any DIP Loan Documents; and (e) will otherwise be
governed by the terms set forth in the Final Orders and the other
DIP Loan Documents.
As of the Petition Date, the Debtor was indebted to the Prepetition
Lenders as follows:
(a) The Debtor was indebted to Mr. Willox under a multi-draw
Secured Promissory Note, dated as of May 16, 2023, with a maximum
original principal amount of up to $150,000, executed by the Debtor
in favor of Mr. Willox, as amended by a First Amendment to Secured
Promissory Note dated as of July 5, 2023;
(b) The Debtor was indebted to Mr. Benson under a multi-draw
Secured Promissory Note, dated as of May 16, 2023, with a maximum
original principal amount of up to $150,000, executed by the Debtor
in favor of Mr. Benson, as amended by a First Amendment to Secured
Promissory Note dated as of July 5, 2023; and
(c) The Debtor was indebted to Mr. Ernaut under a multi-draw
Secured Promissory Note dated as of July 5, 2023, with a maximum
original principal amount of up to 50,000, executed by the Debtor
in favor of Mr. Ernaut.
As adequate protection for the use of cash collateral, the
Prepetition Lenders are granted a valid, binding, continuing,
enforceable, fully perfected replacement (and if applicable, new)
security interest in and lien on the DIP Collateral.
The Prepetition Lenders are also granted allowed administrative
expense claim against the Debtor on a joint and several basis with
priority over all other administrative claims in the Chapter 11
Case, subject only to the Carve Out. The Adequate Protection Claims
are junior to the DIP Superpriority Claims.
The events that constitute an "Event of Default" include:
(i) The Debtor's failure to comply with any material provision
of the Interim Order (except where the failure would not materially
and adversely affect the DIP Lenders);
(ii) Any order authorizing the Borrower to obtain the DIP Loan,
whether on an interim or final basis, is reversed, vacated, stayed,
amended, supplemented, or otherwise modified in a manner which
materially and adversely affects the rights of the DIP Lenders;
(iii) Failure of any representation or warranty of the Borrower
contained in any DIP Loan Document to be true and correct in all
material respects when made;
(iv) Failure to comply with the Budget; and
(v) The DIP Lenders will cease to have a valid and perfected
first-priority security interest in and lien on any DIP Collateral
(other than upon a release by reason of a transaction that is
permitted by the DIP Lenders).
The Carve-Out means:
(i) Statutory fees payable to the U.S. Trustee pursuant to 28
U.S.C. section 1930(a)(6);
(ii) Fees payable to the Clerk of the Court;
(iii) Subject to the terms and conditions of the Final DIP Order
and the Budget, the unpaid outstanding reasonable fees and expenses
actually incurred on or after the Petition Date, provided for in
the Budget and approved and allowed by a Bankruptcy Court order
pursuant to 11 U.S.C. sections 326, 328, 330 or 331 by attorneys,
accountants and other professionals retained by the Debtor and the
subchapter 5 trustee under 11 U.S.C. sections 327 or 1103(a),
regardless of when such Bankruptcy approval is given; and
(iv) The fees and expenses payable to the subchapter V
trustee.
A copy of the order is available at https://urlcurt.com/u?l=Ewqrwa
from PacerMonitor.com.
About Secured Communications, Inc.
Secured Communications, Inc. is a global technology company
specializing in safeguarding communications. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 23-11043) on August 1, 2023. In the petition signed
by Damien Fortune, chief financial officer and chief operating
officer, the Debtor disclosed $819,354 in assets and $2,794,128 in
liabilities.
Judge Thomas M. Horan oversees the case.
William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole, LLP,
represents the Debtor as legal counsel.
SERVICE LOGIC: Moody's Rates New $135MM First Lien Revolver 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Service Logic
Acquisition, Inc.'s $135 million senior secured first lien
revolving credit facility due 2027. There are no changes to Service
Logic's existing ratings following the assignment of the new
revolver and incremental term loan, including its B3 corporate
family rating, B3-PD probability of default rating, and the B2
rating on the company's existing first lien bank credit facilities
including the term loan add-on. The outlook is unchanged at
stable.
About $330 million in term loan proceeds and $38 million sponsor
equity will be used to repay the company's higher priced
incremental term loan and add about $140 million cash to the
balance sheet for future acquisitions. The company's $135 million
revolver due 2027 will replace the existing $100 million facility
due 2025.
"Service Logic's term loan add-on and sponsor equity provides
liquidity for the company to execute its debt funded acquisition
strategy. While often increasing leverage, the company's
acquisitions also improve scale and geographic diversity. Moody's
forecast debt-to-EBITDA to decline modestly in 2024 driven by
increased profitability from market share gains," said Moody's
analyst, Justin Remsen.
RATINGS RATIONALE
Service Logic's B3 CFR reflects the company's debt funded growth
strategy and high leverage, often above 7x. The ratings also
reflect the company's business profile as a one-stop-shop service
provider across all OEM HVAC systems. The company has a predictable
revenue stream stemming from the nondiscretionary preventative
maintenance services and pull-through capabilities of higher margin
services. High customer retention rates and long standing
relationships provide stability in revenue.
The stable outlook reflects Moody's expectation that Service Logic
will grow organically and through acquisitions. Moody's also expect
lower financial leverage through EBITDA growth.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The rating could be upgraded if debt to EBITDA is sustained below
6.0x, EBITA to interest is sustained above 2.0x, improve liquidity
including RCF/Net debt above 10%, and the company maintains a more
conservative financial policy.
The rating could be downgraded if debt to EBITDA is sustained above
7.0x, EBITA to interest is sustained below 1.0x, or liquidity
weakens.
The principal methodology used in this rating was Business and
Consumer Services published in November 2021.
Headquartered in Charlotte, North Carolina, Service Logic
Acquisition, Inc. provides aftermarket maintenance, repairs, and
replacement services for commercial HVAC equipment, chilled water
systems, and building automation and controls systems. Leonard
Green & Partners, L.P. acquired Service Logic in October 2020.
SHACKLETON CLO 2017-XI: Moody's Ups Class D Notes Rating From Ba1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Shackleton 2017-XI CLO, Ltd.:
US$50,250,000 Class B-R1 Senior Secured Floating Rate Notes due
2030 (the "Class B-R1 Notes"), Upgraded to Aaa (sf); previously on
April 21, 2023 Upgraded to Aa1 (sf)
US$9,750,000 Class B-R2 Senior Secured Fixed Rate Notes due 2030
(the "Class B-R2 Notes"), Upgraded to Aaa (sf); previously on April
21, 2023 Upgraded to Aa1 (sf)
US$27,500,000 Class C-R Mezzanine Secured Deferrable Floating Rate
Notes due 2030 (the "Class C-R Notes"), Upgraded to Aa2 (sf);
previously on March 5, 2020 Assigned A2 (sf)
US$30,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2030 (the "Class D Notes"), Upgraded to Baa3 (sf);
previously on August 25, 2020 Downgraded to Ba1 (sf)
Shackleton 2017-XI CLO, Ltd., originally issued in August 2017 and
partially refinanced in March 2020 is a managed cashflow CLO. The
notes are collateralized primarily by a portfolio of broadly
syndicated senior secured corporate loans. The transaction's
reinvestment period ended in August 2022.
A comprehensive review of all credit ratings for the respective
transactions has been conducted during a rating committee.
RATINGS RATIONALE
These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's
over-collateralization (OC) ratios since April 2023. The Class A-R
notes have been paid down by approximately 37.6% or $115.0 million
since then. Based on Moody's calculation, the OC ratios for the
Class A-R/B-R, Class C-R and Class D notes are currently 137.63%,
124.04% and 111.98%, respectively, versus April 2023 levels of
126.56%, 117.72% and 109.38%, respectively.
No actions were taken on the Class A-R, Class E and Class F notes
because their expected losses remain commensurate with their
current ratings, after taking into account the CLO's latest
portfolio information, its relevant structural features and its
actual over-collateralization and interest coverage levels.
Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in "Moody's Global
Approach to Rating Collateralized Loan Obligations."
The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score, weighted average
spread, and weighted average recovery rate, are based on its
published methodology and could differ from the trustee's reported
numbers. For modeling purposes, Moody's used the following
base-case assumptions:
Performing par and principal proceeds balance: $343,515,804
Defaulted par: $8,780,746
Diversity Score: 67
Weighted Average Rating Factor (WARF): 2968
Weighted Average Spread (WAS) (before accounting for reference rate
floors): 3.35%
Weighted Average Recovery Rate (WARR): 48.17%
Weighted Average Life (WAL): 3.62 years
In addition to base case analysis, Moody's ran additional scenarios
where outcomes could diverge from the base case. The additional
scenarios consider one or more factors individually or in
combination, and include: defaults by obligors whose low ratings or
debt prices suggest distress, defaults by obligors with potential
refinancing risk, deterioration in the credit quality of the
underlying portfolio, decrease in overall WAS or net interest
income, lower recoveries on defaulted assets.
Methodology Used for the Rating Action
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.
Factors that Would Lead to an Upgrade or Downgrade of the Ratings:
The performance of the rated notes is subject to uncertainty. The
performance of the rated notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the rated notes.
SHILO INN BEND: Court OKs Cash Collateral Access Thru April 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington at
Tacoma authorized Shilo Inn, Bend, LLC and Shilo Inn, Warrenton,
LLC to use cash collateral on an interim limited basis until the
earliest to occur of (a) the date that the current order ceases to
be in effect, or (b) the occurrence of a Termination Event.
The events consisting a "Termination Event" includes:
a. April 30, 2024 (the Outside Date);
b. The Debtors' failure to deposit on a daily basis all cash
receipts and collections in their DIP Account(s);
c. Entry of an order, without the consent of the Secured
Creditors, reversing, staying or modifying the current order in any
material respect, or terminating the Debtors' use of cash
collateral pursuant to this order;
d. Filing by the Debtors of an application for the approval of
any superpriority claim which is pari passu with or senior to the
Adequate Protection Obligations of Adequate Protection Liens, or
the granting of any such pari passu or senior superpriority claim,
except any such superpriority claim or lien arising thereunder;
e. Entry of an order granting relief from the automatic stay to
permit foreclosure, possession, set-off or any similar remedy with
respect to any collateral necessary to the conduct of the Debtors'
business;
f. Payment of a prepetition claim, except as permitted by a
Court order or the budget;
g. Dismissal of the Debtors' Chapter 11 case, or its conversion
to a case under Chapter 7, or the appointment of a Chapter 11
trustee or an examiner with enlarged powers relating to the
business operations;
h. The Debtor's failure to keep and maintain all property in
good working order and condition, ordinary wear and tear excepted;
i. The Debtors' failure to maintain, with financially sound
insurance companies, insurance against risks customarily maintained
by companies in businesses similar to the Debtors' business.
j) the Debtor's failure to comply with all laws, rules,
regulations, and orders of any Governmental Authority applicable to
it, its operations or its property, except where the failure to do
so, individually or in the aggregate, would not reasonably be
expected to result in a material adverse effect, provided, that the
Debtor will be entitled to contest in good faith any laws, rules,
regulations and order of any Governmental Authority so long as,
prior to contesting such matters, the Debtor notifies and obtains
written consent of the Secured Creditor, which consent will not be
unreasonably withheld; or
k) The Debtor's failure to comply with any of the terms or
conditions of the Order; provided, however, that the Secured
Creditor may waive, in writing, any Termination Event.
RSS WFCM2015NXS4-OR SIB, LLC and RSS WFCM2016NXS5-OR SIW, LLC
assert an interest in the Debtors' cash collateral.
The Secured Creditors, either directly or through a predecessor,
extended certain prepetition credit facilities to Shilo Bend and
Shilo Warrenton, respectively.
The Credit Facilities are evidenced, in part, by certain notes,
security instruments, assignments of leases, UCC-1 statements, and
any and all other pre-petition documents, agreements, and
instruments evidencing, securing, or in any manner relating to the
loans.
As a component of adequate protection, the Debtors will make
monthly payments to the Secured Creditors in an amount equal to
monthly interest only payments at the contract (non-default) rate
on the principal amount of the Loan, in the amount of $43,425 per
month for Shilo Bend and the amount of $22,562 per month for Shilo
Warrenton, commencing on or about April 15, 2022, and continuing
monthly thereafter on the 15th of each month through April 15,
2024. The Secured Creditors will apply the Monthly Payments to its
secured claim.
In addition to the security interests preserved by section 552(b)
of the Bankruptcy Code, the Debtor grants, in favor of the Secured
Creditor, a first priority post-petition security interest and lien
in, to and against all of the Debtor's assets, to the same
priority, validity and extent that the Secured Creditor held a
properly perfected pre-petition security interest in such assets.
The liens and security interests granted are deemed perfected
without the necessity for filing or execution of documents which
might otherwise be required under non-bankruptcy law for the
perfection of said security interests.
A tenth interim hearing on the matter is set for April 24 at 10
a.m.
A copy of the court's order and the Debtors' budgets is available
at https://urlcurt.com/u?l=1eJBbY from PacerMonitor.com.
Shilo Inn Bend projects $369,050 in gross profit and $366,403 in
total expenses for February to April 2024.
Shilo Inn Warrenton projects $151,960 in gross profit and $204,639
in total expenses for the same months.
About Shilo Inn, Bend, and Shilo Inn, Warrenton
Shilo Inn, an independently owned and operated hospitality company
with locations in seven western states and Texas, operate Shilo
Inn, Bend, LLC and Shilo Inn, Warrenton, LLC in Oregon.
On August 13, 2021, the companies contemporaneously filed voluntary
Chapter 11 petitions with the U.S. Bankruptcy Court for the Western
District of Washington. The cases are jointly administered under
Shilo Inn, Bend, LLC's case (Bankr. W.D. Lead Case No. 21-41340).
Judge Mary Jo Heston presides over the cases.
On the Petition date, Shilo Inn, Bend estimated $10 million to $50
million in both assets and liabilities, while Shilo Inn, Warrenton
estimated $1 million to $10 million in both assets and liabilities.
The petitions were signed by Mark Hemstreet as secretary of Shilo
Bend Corp., the Debtors' manager.
SHILO INN IDAHO FALLS: Court OKs Cash Access Thru April 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Shilo Inn, Idaho Falls, LLC to use cash collateral, on
an interim basis, in accordance with the budget, with a 10%
variance, until the earliest to occur of (a) the date that the
Order ceases to be in full force and effect, or (b) the occurrence
of a Termination Event.
A Termination Event consists of any of the following:
a. April 30, 2024 (the Outside Date);
b. The Debtor's failure to deposit on a daily basis all cash
receipts and collections in its DIP Account(s);
c. Entry of an order, without the consent of the Secured
Creditor, reversing, staying or modifying the current order in any
material respect, or terminating the Debtor's use of cash
collateral pursuant to this order;
d. Filing by the Debtor of an application for the approval of
any superpriority claim which is pari passu with or senior to the
Adequate Protection Obligations of Adequate Protection Liens, or
the granting of any such pari passu or senior superpriority claim,
except any such superpriority claim or lien arising thereunder;
e. Entry of an order granting relief from the automatic stay to
permit foreclosure, possession, set-off or any similar remedy with
respect to any collateral necessary to the conduct of the Debtor's
business;
f. Payment of a prepetition claim, except as permitted by a
Court order or the budget;
g. Dismissal of the Debtor's Chapter 11 case, or its conversion
to a case under Chapter 7, or the appointment of a Chapter 11
trustee or an examiner with enlarged powers relating to the
business operations;
h. The Debtor's failure to keep and maintain all property in
good working order and condition, ordinary wear and tear excepted;
i. The Debtor's failure to maintain, with financially sound
insurance companies, insurance against risks customarily maintained
by companies in businesses similar to the Debtor's business;
j. The Debtor's failure to comply with all laws, rules,
regulations, and orders of any Governmental Authority applicable to
it, its operations or its property; or
k. The Debtor's failure to comply with any of the terms or
conditions of the Order; provided, however, that the Secured
Creditor may waive, in writing, any Termination Event.
RSS CGCMT 2017P7-ID SIIF, LLC -- successor in interest to Natixis
Real Estate Capital LLC -- asserts an interest in the cash
collateral on account of a note for $5.3 million in original
principal amount dated November 2, 2015; a related Loan Agreement;
and Deed of Trust Assignment of Leases and Rents, Security
Agreement, all of which the Debtor executed in favor of Natixis who
assigned its rights in the Loan Documents to the Secured Creditor.
As a component of adequate protection, the Debtor will make monthly
payments to the Secured Creditor in an amount equal to monthly
interest only payments at the contract (non-default) rate on the
principal amount of the Loan, in the amount of $26,837 per month,
commencing on or about April 15, 2022 and continuing monthly
thereafter on the 15th of each month through April 15, 2024.
The Secured Creditor will apply the Monthly Payments to its secured
claim. The Debtor will also grant the Secured Creditor a first
priority post-petition security interest and lien against all of
the Debtor's assets, to the same priority, validity and extent that
the Secured Creditor held a properly perfected pre-petition
security interest in such assets, except for claims or recoveries
by or on behalf of the Debtor.
The liens and security interests granted are deemed perfected
without the necessity for filing or execution of documents which
might otherwise be required under non-bankruptcy law for the
perfection of said security interests.
A further hearing on the matter is set for April 24 at 10 a.m.
A copy of the Court's order and the Debtor's budget is available
for free at https://urlcurt.com/u?l=w9rloC from PacerMonitor.com.
The Debtor projects $269,640 in gross profit and $253,969 in total
expenses for February to April 2024.
About Shilo Inn, Idaho Falls, LLC
Shilo Inn, Idaho Falls, LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 20-42489) on November 2, 2020. At the time of
filing, Idaho Falls disclosed up to $50 million in assets and up to
$10 million in liabilities.
Judge Brian D. Lynch oversees the case.
Levene, Neale, Bender, Yoo & Brill L.L.P. and Stoel Rives LLP serve
as counsel to Idaho Falls.
Idaho Falls' case is not jointly administered with those of Shilo
Inn, Ocean Shores, LLC, and Shilo Inn, Nampa Suites, LLC, both of
which sought Chapter 11 protection (Bankr. W.D. Wash. Lead Case No.
20-42348) on October 15, 2020. Ocean Shores and Nampa Suites' cases
are jointly administered.
Lane Powell PC represents RSS CGCMT 2017P7-ID SIIF, LLC, the
secured creditor.
SHO HOLDING I: $233MM Bank Debt Trades at 29% Discount
------------------------------------------------------
Participations in a syndicated loan under which SHO Holding I Corp
is a borrower were trading in the secondary market around 71.0
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $233 million facility is a Term loan that is scheduled to
mature on April 27, 2024. The amount is fully drawn and
outstanding.
SHO Holding I Corp operates as a holding company. The Company,
through its subsidiaries, designs and manufactures athletic and
non-athletic footwear products.
SHUTTERFLY FINANCE: $968MM Bank Debt Trades at 25% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Shutterfly Finance
LLC is a borrower were trading in the secondary market around 75.3
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $968.9 million facility is a Payment-in-kind Term loan that is
scheduled to mature on October 1, 2027. About $959.2 million of
the loan is withdrawn and outstanding.
Shutterfly, LLC is an American photography, photography products,
and image sharing company, headquartered in Redwood City,
California.
SM WELLNESS: $100MM Bank Debt Trades at 17% Discount
----------------------------------------------------
Participations in a syndicated loan under which SM Wellness
Holdings Inc is a borrower were trading in the secondary market
around 83.0 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $100 million facility is a Term loan that is scheduled to
mature on April 15, 2029. The amount is fully drawn and
outstanding.
Headquartered in Addison, Texas, SM Wellness Holdings, Inc. --
Solis -- is a provider of mammography services, operating over 90
centers across eight states dedicated to annual screenings,
diagnostic mammograms, breast ultrasounds, biopsies and bone
density screenings. Since August 2018, Solis is majority owned by
private equity sponsor Madison Dearborn Partners.
SOUTH VALLEY CEMENT: $16.5MM Bank Debt Trades at 16% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which South Valley Cement
is a borrower were trading in the secondary market around 83.8
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $16.5 million facility is a Term loan that is scheduled to
mature on March 10, 2033. The amount is fully drawn and
outstanding.
South Valley Cement Company SAE (SVCC) is an Egypt-based company
engaged in the manufacture of cement and its associated products,
as well as a range of building materials products. The Company's
product portfolio consists of three main categories: clinker,
Portland ordinary cement and ready mix concrete. The Company's
country of domicile is Egypt.
SPANISH BROADCASTING: Moody's Withdraws 'Caa3' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service has withdrawn all credit ratings of
Spanish Broadcasting System, Inc., including the Caa3 Corporate
Family Rating, Caa3-PD Probability of Default Rating, and Caa3
ratings on the $310 million senior secured notes due March 2026.
The outlook prior to the withdrawal was negative.
RATINGS RATIONALE
Moody's has decided to withdraw the ratings for its own business
reasons.
COMPANY PROFILE
Spanish Broadcasting System, Inc. (Spanish Broadcasting) owns and
operates radio stations in addition to the AIRE radio network,
digital interactive services, and live events focused on Spanish
language content. The company generated approximately $154 million
in revenue for the last twelve months ending September 2023.
SPEEDWAY AUTO: Taps Larry S. Hyman CPA & Assoc. as Expert Witness
-----------------------------------------------------------------
Speedway Auto Sales 27, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Larry S. Hyman,
CPA and Associates as its expert witness.
The firm's services include calculating damages, preparing an
expert report, and testifying as an expert witness on behalf of the
Debtor regarding the damages that it incurred as a result of
Westlake Flooring Co., LLC's willful stay violation.
The firm will be paid between $325 and $410 per hour for accounting
work performed, plus reasonable costs and expenses.
Larry Hyman, CPA, 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:
Larry S. Hyman, CPA
Larry S. Hyman, CPA and Associates
P.O. Box 18625
Tampa, FL 33679
Telephone: (813) 875-2701
Email: office@LarryHymanCPA.com
About Speedway Auto Sales 27
Speedway Auto Sales 27, LLC is a pre-owned vehicle dealership in
Florida.
Speedway Auto Sales 27 filed voluntary Chapter 11 petition (Bankr.
M.D. Fla. Case No. 23-05737) on Dec. 19, 2023, with up to $50,000
in assets and $1 million to $10 million in liabilities. Suyapa
Duran, manager, signed the petition.
Judge Roberta A. Colton oversees the case.
The Debtor tapped Buddy D. Ford, Esq., at Buddy D. Ford, PA as
legal counsel.
SREE AKSHAR: Four Points by Sheraton Hits Chapter 11 Bankruptcy
---------------------------------------------------------------
Sree Akshar Inc. filed for chapter 11 protection in the Western
District of Arkansas. According to court filing, the Debtor
reports between $10 million and $50 million in debt owed to 1 and
49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
February 21, 2024, at 1:30 PM at US UST-LA3, TELEPHONIC MEETING.
About Sree Akshar Inc.
Sree Akshar Inc., doing business as Four Points by Sheraton, is a
Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)).
Sree Akshar Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Ariz. Case No. 24-70105) on Jan. 27,
2024. In the petition filed by Kunal Mody, as president, the
Debtor estimated assets and liabilities between $10 million and $50
million.
The Honorable Bankruptcy Judge Bianca M. Rucker oversees the case.
The Debtor is represented by:
Stanley V Bond, Esq.
Bond Law Office
3418 Commonwealth Dr.
Bryant, AR 72022
Tel: 479-444-0255
Fax: 479-235-2827
Email: attybond@me.com
STG LOGISTICS: $750MM Bank Debt Trades at 36% Discount
------------------------------------------------------
Participations in a syndicated loan under which STG Logistics Inc
is a borrower were trading in the secondary market around 64.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $750 million facility is a Term loan that is scheduled to
mature on March 24, 2028. About $736.9 million of the loan is
withdrawn and outstanding.
STG Logistics, Inc., also known as St. George Logistics, is a
logistics company with a corporate office in North Bergen, New
Jersey.
STONERIDGE PARKWAY: Ordered to Submit Plan Until March 11
---------------------------------------------------------
Judge Garry Spraker has entered an order that Stoneridge Parkway,
LLC will have until March 11, 2024, to submit its Plan, and
accompanying Disclosure Statement and set those matters for hearing
in accordance with the Bankruptcy Code and Federal Rules of
Bankruptcy Procedure or bring a motion to dismiss this Matter.
The Court must dismiss this matter on its own motion should the
Debtor fail to submit its Plan or bring a motion to dismiss by Mar.
11, 2014.
Attorneys for the Debtor:
Samuel A. Schwartz, Esq.
Bryan A. Lindsey, Esq.
Jason J. Thomas, Esq.
SCHWARTZ LAW, PLLC
601 East Bridger Avenue
Las Vegas, NV 89101
Telephone: (702) 385-5544
Facsimile: (702) 442-9887
E-mail: saschwartz@nvfirm.com
blindsey@nvfirm.com
jthomas@nvfirm.com
About Stoneridge Parkway
Stoneridge Parkway, LLC, a company in Reseda, Calif., filed a
petition for Chapter 11 protection (Bankr. D. Nev. Case No.
22-10540) on Feb. 16, 2022, listing up to $50 million in both
assets and liabilities. Danny Modaberpour, president, signed the
petition.
Judge August B. Landis oversees the case.
The Debtor tapped Schwartz Law, PLLC as legal counsel.
SUPOR PROPERTIES: Feb. 6 Combined Hearing on DS and Plan Set
------------------------------------------------------------
Judge Stacey L. Meisel has entered an order approving the Combined
Joint Disclosure Statement and Plan of Reorganization or
Liquidation on an interim basis for Supor Properties Bergen Avenue
LLC filed by the Debtor and Joseph Supor III.
The Confirmation Schedule is approved as follows:
* The Deadline to Object to final approval of the Disclosure
Statement and Confirmation of the Plan will be on Feb. 2, 2024, at
4:00 p.m.
* The Voting Deadline will be on Feb. 2, 2024 at 4:00 p.m.
* The Deadline for Movants to File Confirmation Brief and/or
Reply to any Objection to final approval of the Disclosure
Statement or Plan will be on Feb. 4, 2024.
* The Deadline to File Voting Tabulation will be on Feb. 4,
2024.
* The Combined Hearing on Final Approval of the Disclosure
Statement and Confirmation of the Plan will be on Feb. 6, 2024.
Proposed Counsel for Supor Properties Bergen Avenue LLC:
Charles M. Forman, Esq.
Michael E. Holt, Esq.
FORMAN HOLT
365 West Passaic Street, Suite 400
Rochelle Park, NJ 07662
Tel: (201) 857-7110
Fax: (201) 665-6650
Counsel for Joseph Supor III:
Daniel M. Eliades, Esq.
David S. Catuogno, Esq.
Caitlin C. Conklin, Esq.
K&L GATES LLP
One Newark Center, 1085 Raymond Boulevard, 10th Floor
Newark, NJ 07102
Tel: (973) 848-4000
Fax: (973) 848-4001
About Supor Properties
Supor Properties Bergen Avenue LLC is in the business of a
multifaceted, unique technical industrial support facility provider
in addition to its real estate, landlord business.
The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No.
23-15758) on July 5, 2023, with $0 to $50,000 in assets and $10
million to $50 million in liabilities. Joseph Supor III,
authorized member, co-trustee of Marital Trust, signed the
petition.
Jay Meyers, Esq. of J. MEYERS PLLC, is the Debtor's legal counsel.
TEAM HEALTH C: $1.59BB Bank Debt Trades at 16% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Team Health
Holdings Inc is a borrower were trading in the secondary market
around 83.7 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $1.59 billion facility is a Term loan that is scheduled to
mature on March 2, 2027. The amount is fully drawn and
outstanding.
Team Health Holdings, Inc. provides physician staffing and
administrative services to hospitals and other healthcare providers
in the U.S.
TELESAT LLC: $1.91BB Bank Debt Trades at 39% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Telesat LLC is a
borrower were trading in the secondary market around 61.3
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.91 billion facility is a Term loan that is scheduled to
mature on December 7, 2026. About $1.53 billion of the loan is
withdrawn and outstanding.
Telesat LLC operates as a satellite operator. The Company offers
satellite delivered communications solutions to broadcast, telecom,
corporate, and government customers, as well as provides technical
consultancy services. Telesat serves clients worldwide.
THIRTEEN FIFTY: Court OKs Cash Collateral Access Thru Feb 28
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized Thirteen Fifty Apparel LLC to
use cash collateral on an interim basis, retroactive to October 9,
2023.
The Debtor is permitted, through February 28, 2024, to use cash
collateral to pay all ordinary and necessary expenses in the
ordinary course of its business provided that: (a) the Debtor will
also be entitled to pay prepetition employee wages as separately
authorized by the Court; and (b) the Budget will include an
additional $1,000 monthly line item for the administrative expense
of Subchapter V Trustee Maria Yip, for which the Debtor will tender
such amount into the trust account of its counsel, Shraiberg Page
P.A, subject to a further order of the Court authorizing the award,
and payment out of trust, of such administrative expense to
Subchapter V Trustee Maria Yip.
As adequate protection, Fountainhead SBF LLC, the U.S. Small
Business Administration, NewCo, and Everee are granted
post-petition security interests and liens in, to and against any
and all personal property assets of the Debtor, to the same extent
and priority that each such entity held a properly perfected
pre-petition security interest in such assets.
A further hearing on the matter is set for February 28 at 1:30
p.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=BtwcAO from PacerMonitor.com.
About Thirteen Fifty Apparel LLC
Thirteen Fifty Apparel LLC offers clothing and accessories for
first responders.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18236) on October 9,
2023. In the petition signed by Christopher Lewis, CEO/owner, the
Debtor disclosed $314,414 in assets and $2,310,441 in liabilities.
Judge Mindy A. Mora oversees the case.
Eric Pendergraft, Esq., at Shraiberg Page PA, represents the Debtor
as legal counsel.
TITAN CONCRETE: Taps Joseph Marra as Special Litigation Counsel
---------------------------------------------------------------
Titan Concrete, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ The Law Offices of
Joseph A. Marra, PLLC.
The Debtor needs a special litigation counsel to represent its
interest in a landlord/tenant non-payment proceeding pending in the
City of New York Civil Court for Bronx County, Index No.
LT-320187-23/BX, relating to a non-residential real property lease
for the premises located at 526 Drake Street, Bronx, N.Y.
The firm will be paid on an hourly basis for its services and will
be reimbursed for work-related expenses.
As of the petition date, the firm held a retainer in the amount of
$6,470.15.
Joseph Marra, Esq., 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 through:
Joseph A. Marra, Esq.
The Law Offices of Joseph A. Marra, PLLC
909 Midland Avenue
Yonkers, NY 10704
Telephone: (914) 964-6806
Facsimile: (914) 964-0137
Email: marralaw@marralaw.com
About Titan Concrete
Titan Concrete, Inc., a company in Carmel, N.Y., provides concrete
and ready-mix services to commercial, industrial, residential and
homeowner customers.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35835) on Oct. 4,
2023, with $1 million to $10 million in both assets and
liabilities. Harry Malinowski, chief restructuring officer, signed
the petition.
Judge Cecelia G. Morris oversees the case.
The Debtor tapped Jeremy R. Johnson, Esq., at Polsinelli, PC as
bankruptcy counsel and The Law Offices of Joseph A. Marra, PLLC as
special litigation counsel.
TMC MANAGEMENT: Seeks to Hire Víctor Torres Burgos as Accountant
-----------------------------------------------------------------
TMC Management Group Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ VIB CPA, Víctor I
Torres Burgos CPA.
The Debtor requires an accountant to:
(a) assist in preparing monthly reports of operation;
(b) prepare the necessary financial statements;
(c) assist the Debtor in preparing the cash flow projections
or any other projection needed for the disclosure statement;
(d) assist the Debtor in financial and accounting pertaining
to, or in connection with, the administration of the estate;
(e) assist the Debtor in the preparation and filing of
federal, state and municipal tax returns; and
(f) assist the Debtor in any other assignment that might be
properly delegated.
The firm will be paid at these rates:
Staff $50 per hour
Senior $60 per hour
Partner $100 per hour
Víctor Torres Burgos of VIB 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 accountant can be reached at:
Víctor I. Torres Burgos, CPA
VIB CPA, Víctor I Torres Burgos CPA
HW Santaella #4
Coamo, PR 00769
Telephone: (787) 825-2266
Email: cpavitb@gmail.com
About TMC Management Group
TMC Management Group Inc. operates a franchise of The Taco Maker
Inc., which operates a "Mexican style" food restaurant in Trujillo
Alto, P.R.
TMC Management Group filed voluntary Chapter 11 petition (Bankr.
D.P.R. Case No. 23-04254) on December 21, 2023, with $58,423 in
assets and $1,284,831 in liabilities. Luis Gonzalo Benabe Negron,
president, signed the petition.
Judge Edward A. Godoy oversees the case.
The Debtor tapped Homel Mercado Justiniano, Esq., as legal counsel
and Víctor I. Torres Burgos, CPA as accountant.
TOPSECRET RESORT: Gets OK to Tap Fluent and Ricciardi as Accountant
-------------------------------------------------------------------
TopSecret Resort of Orlando, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Fluent and Ricciardi.
The Debtor requires an accountant to prepare its monthly operating
reports while the bankruptcy case remains active.
In addition to preparing the Debtor's monthly operating reports,
the firm will also render these services:
(a) monthly financials;
(b) general ledger audit;
(c) all applicable state and federal tax forms and returns;
(d) onsite and remote consultation; and
(e) general accounting advice as needed.
Prior to the commencement of the case, Fluent and Ricciardi was
paid approximately $3,000 by the Debtor for services rendered and
costs incurred for representation in various matters for the
Debtor.
The firm will be paid based on its standard billing rates plus
reimbursement for expenses incurred.
Gennaro Ricciardi, CPA, CFE, CVA, an accountant at Fluent and
Ricciardi, 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 through:
Gennaro F. Ricciardi, CPA, CFE, CVA
Fluent and Ricciardi
8560 South A venue, Suite 2
Poland, OH 44514
Telephone: (330) 953-1396
Facsimile: (330) 953-1397
Email: jricciardi@fluentricciardi.com
About Topsecret Resort of Orlando
TopSecret Resort of Orlando, LLC, a company in Orlando, Fla., filed
Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-04773) on
November 13, 2023, with $10 million to $50 million in both assets
and liabilities. Michael R. Spielvogel, manager, signed the
petition.
Judge Tiffany P Geyer oversees the case.
The Debtor tapped Shuker & Dorris, P.A. as legal counsel and Fluent
and Ricciardi as accountant.
TORRID LLC: $350MM Bank Debt Trades at 16% Discount
---------------------------------------------------
Participations in a syndicated loan under which Torrid LLC is a
borrower were trading in the secondary market around 84.1
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $350 million facility is a Term loan that is scheduled to
mature on June 14, 2028. About $285.8 million of the loan is
withdrawn and outstanding.
Torrid is an American women's retail chain. The store offers
plus-size clothing and accessories for women size 10-30. Torrid
began operations in April 2001.
UBO-TECHNOLOGIES: Conditional Approval of Disclosure is Premature
-----------------------------------------------------------------
Mary Ida Townson, the United States Trustee for Region 21 (the
"United States Trustee") objects to the Debtor's Motion to
Conditionally Approve Disclosure Statement, Approve Procedures for
Notice, Solicitation, and Balloting, and Set Confirmation Hearing
and Procedures.
In support of this Objection, the United States Trustee argues that
conditional approval of the Disclosure Statement is premature.
The United States Trustee identifies two principal issues that
require a hearing for purposes of the adequacy of disclosure:
(1) whether the Debtor's principal, Rakesh Guduru, has provided
adequate value under the Plan to justify the third-party release
that the Debtor seeks on his behalf,1 and
(2) whether the Debtor's disclosed violations of FIFRA and its
proposed treatment of a potential EPA and/or FDA claim(s) are
adequate.
Undersigned counsel has just been contacted by the EPA and FDA
(collectively, the "Agencies") regarding the Debtor's disclosures
related to the Agencies. The Agencies may wish to be heard on the
adequacy of the Disclosure Statement regarding the issues that are
unique to each. The United States Trustee does not represent the
Agencies, but requests that the Court set the Disclosure Statement
for hearing to address any issues that the Agencies may want to
raise.
Mary Ida Townson
United States Trustee Region 21
Daniel L. Gold, Esq.
Trial Attorney
Office of the U.S. Trustee
51 S.W. 1st Ave., Suite 1204
Miami, FL 33130
Tel: (305) 536-7355
Fax: (305) 536-7360
About Ubo-Technologies
Ubo-Technologies, LLC, manufactures water bottles. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Case No. 23-12848) on April 13, 2023. In the
petition signed by Rakesh Guduru, founder and CEO, the Debtor
disclosed $327,181 in assets and $2,521,279 in liabilities.
The Hon. Bankruptcy Judge Laurel M. Isicoff oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group, P.A., is the Debtor's
legal counsel.
UBO-TECHNOLOGIES: Feb. 29 Confirmation and Disclosures Hearing Set
------------------------------------------------------------------
Judge Laurel M. Isicoff has entered an order that the disclosure
statement of Ubo-Technologies, LLC is conditionally approved.
The Court will conduct the confirmation hearing and consider final
approval of the disclosure statement and any timely-filed fee
applications on Thursday, Feb. 29, 2024 at 1:30 p.m. in C. Clyde
Atkins U.S. Courthouse, 301 N. Miami Avenue, Courtroom 8, Miami, FL
33128.
The following deadlines apply with respect to the confirmation
hearing and hearing on fee applications:
Deadline for Serving this Order, disclosure statement, plan, and
ballots (30 days before the confirmation hearing) will be on
Tuesday, Jan. 30, 2024.
Deadline for Objections to Claims (14 days before confirmation
hearing) will be on Thursday, Feb. 15, 2024.
Deadline for Filing and Serving Fee Applications (24 days before
confirmation hearing) will be on Monday, Feb. 5, 2024.
Deadline for Filing and Serving Notice Summarizing All Fee
Applications (21 days before the confirmation hearing) will be on
Thursday, Feb. 8, 2024.
Deadline for Filing Ballots Accepting or Rejecting plan (7 days
before confirmation hearing, per Local Rule 3018-1) will be on
Thursday, Feb. 22, 2024.
Deadline to File Motions Under Fed. R. Civ. P. 43(a) (7 business
days before confirmation hearing) will be on Thursday, Feb. 20,
2024.
Deadline for Objections to Confirmation (3 business days before
confirmation hearing) will be on Monday, Feb. 26, 2024.
Deadline for Objections to Final Approval of the disclosure
statement (3 business days before confirmation hearing) will be on
Monday, Feb. 26, 2024.
Deadline for Filing Proponent's Report and Confirmation
Affidavit (3 business days before confirmation hearing) will be on
Monday, Feb. 26, 2024.
Deadline for Filing Exhibit Register and Uploading Any Exhibits
a Party Intends to Introduce into Evidence at the confirmation
hearing (3 business days before confirmation hearing) will be on
Monday, Feb. 26, 2024.
About Ubo-Technologies
Ubo-Technologies, LLC, manufactures water bottles. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Case No. 23-12848) on April 13, 2023. In the
petition signed by Rakesh Guduru, founder and CEO, the Debtor
disclosed $327,181 in assets and $2,521,279 in liabilities.
The Hon. Bankruptcy Judge Laurel M. Isicoff oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group, P.A., is the Debtor's
legal counsel.
UNIQUE FITNESS: Robert Handler Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 11 appointed Robert Handler of
Commercial Recovery Associates, LLC as Subchapter V trustee for
Unique Fitness Concepts, LLC.
Mr. Handler will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Handler declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Robert P. Handler
Commercial Recovery Associates, LLC
205 West Wacker Drive, Suite 918
Chicago, IL 60606
Tel: (312) 845-5001 x221
Email: rhandler@com-rec.com
About Unique Fitness Concepts
Unique Fitness Concepts, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-01183) on
January 29, 2024, with $50,000 to $100,000 in assets and $1 million
to $10 million in liabilities. Harvey Reich, president, signed the
petition.
Judge Jacqueline P. Cox oversees the case.
Nathan E. Delman, Esq., at Horwood Marcus Berk Chartered represents
the Debtor as legal counsel.
US FOODS: Moody's Affirms 'Ba3' CFR & Alters Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service changed the outlook for US Foods, Inc. to
positive from stable. Concurrently, Moody's affirmed all of the
company's ratings, including the Ba3 corporate family rating,
Ba3-PD probability of default rating, Ba3 senior secured bank
facility rating, and B2 senior unsecured global notes rating. The
company's speculative grade rating (SGL) of SGL-1 remains
unchanged.
The change in outlook to positive from stable and ratings
affirmation reflect US Foods' significant earnings growth driven by
market share gains and operational improvements as the company has
executed on its strategic plan. For the full year 2023 based on
reaffirmed guidance, revenues will increase by roughly 6% driven
mainly by organic case volume growth, and adjusted EBITDA will be
up 14%. Combined with a modest debt paydown, this has resulted in
Moody's-adjusted debt/EBITDA declining to an estimated 3.5x for the
year ended December 31, 2023 from 5.0x as of December 31, 2022.
Moody's expects further credit metrics improvement and continued
very good liquidity in 2024.
RATINGS RATIONALE
US Foods' Ba3 CFR reflects the company's scale and market position
as a top 3 player with national reach in US food distribution
sector. It also benefits from the company's diversified operations
across multiple end markets and the sector's relatively resilient
performance through economic cycles. Moody's expects US Foods to
continue to implement its strategic initiatives, including vendor
price negotiation, process standardization, routing optimization,
sales force growth and effectiveness, flexible delivery scheduling,
and increased private label penetration. These benefits should
result in organic case volume growth and gradual margin
improvement, mitigating the near-term challenges of modest industry
volume declines and gross profit pressure from volatile food
prices. The rating is also supported by governance considerations,
including significant debt paydown over the past two years that
contributed to US Foods reaching its 2.5x-3.0x net leverage target.
Moody's expects leverage to decline further over the next 12-18
months to 3.3x Moody's-adjusted debt/EBITDA from 3.5x as of
December 31, 2023, and interest coverage to improve to 3.4x
Moody's-adjusted EBITA/interest expense from an estimated 3.1x.
Moody's projects very good liquidity over the next 12-18 months
including roughly $600 million positive free cash flow, lack of
near-term debt maturities and full availability after letters of
credit under the $2.3 billion asset-based revolver.
US Foods' CFR is constrained by the fragmented and highly
competitive nature of the food distribution industry. The company's
low operating margin reflects industry competition as well as
inefficiencies in its operations, which the company is addressing
with its strategic initiatives. In addition, while US Foods has
significantly reduced leverage over the past 2 years, it employed
an aggressive acquisition strategy in the past, highlighted by the
debt-funded acquisitions of SGA's Food Group of Companies and Smart
Foodservice.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if US Foods generates sustained
earnings growth, reflecting increasing market share and margin
expansion in line with the company's strategic plan.
Quantitatively, the ratings could be upgraded if Moody's-adjusted
debt/EBITDA is maintained under 3.75 times and EBITA/interest
expense above 3.25 times. An upgrade would also require maintaining
a balanced financial strategy and very good liquidity.
The ratings could be downgraded if US Foods' operating performance
declines or the company adopts a more aggressive financial
strategy, including debt-financed acquisitions or debt-financed
share repurchases. Quantitatively, the ratings could be downgraded
if Moody's-adjusted debt/EBITDA is sustained above 4.5 times or
EBITA/interest expense below 2.5 times. A sustained deterioration
in liquidity for any reason could also lead to a downgrade.
Headquartered in Rosemont, Illinois, US Foods, Inc. (US Foods) is a
leading North American broadline foodservice distributor, with
revenue of around $35 billion as of twelve months ended September
30, 2023. The company serves the restaurant, healthcare,
hospitality, education, and other end markets.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
US RENAL: $1.25BB Bank Debt Trades at 19% Discount
--------------------------------------------------
Participations in a syndicated loan under which US Renal Care Inc
is a borrower were trading in the secondary market around 81.4
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.25 billion facility is a Term loan that is scheduled to
mature on June 28, 2028. About $1.25 billion of the loan is
withdrawn and outstanding.
U.S. Renal Care is a dialysis provider available for people living
with chronic and acute renal disease.
V.B.H.R.E.S.B. TOGETHER: Kimberly Strong Named Subchapter V Trustee
-------------------------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Kimberly Strong,
audit director at Harper, Rains, Knight & Company, P.A., as
Subchapter V trustee for V.B.H.R.E.S.B. Together, LLC.
Ms. Strong will be paid an hourly fee of $250 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Strong declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kimberly Strong
Harper, Rains, Knight & Company, P.A.
1052 Highland Colony Pwky, Suite 100
Ridgeland, MS 39157
Phone: (601) 605-0542
Email: kstrong@hrkcpa.com
About V.B.H.R.E.S.B. Together
V.B.H.R.E.S.B. Together, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-00194) on
January 25, 2024, with $1 million to $10 million in both assets and
liabilities. Veronica Hunter, manager, signed the petition.
Judge Jamie A. Wilson oversees the case.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC
represents the Debtor as bankruptcy counsel.
VALUE PRICE AUTO: Court OKs Cash Collateral Access Thru Feb 28
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Value Price Auto, LLC to use cash collateral, on an interim basis,
in accordance with the budget, through February 28, 2024.
The Debtor requires the use of cash collateral to pay the Debtor's
post-petition operating expenses.
The Debtor is be permitted to use cash collateral to pay ordinary
and necessary post-petition expenses only in the amounts, and only
for the purposes, specified in the Operating Budget, subject to a
10% allowed variance. The Debtor may not pay any Operating Expenses
that would cause total payments of the Operating Budget plus the
10% allowed variance without the prior written consent of the U.S.
Small Business Administration or Automotive Finance Corporation or
further order of the Court.
As adequate protection, the SBA and AFC are granted valid and
perfected security interests in the Debtor's post-petition assets
of the type and to the same extent (if any) provided in their
respective prepetition loan and security documents.
The Replacement Liens granted to the SBA and AFC: (a) will secure
repayment of the indebtedness owing to the SBA or AFC, but will be
limited in amount to the diminution in value of the SBA's or AFC's
interest in collateral caused by the Debtor's use of cash
collateral in which the SBA or AFC holds a valid security interest
from and after the Petition Date; (b) will be evidenced by the
SBA's or AFC's existing loan and security documents and the Order;
and (c) will have the same extent, validity and priority as the
SBA's or AFC's existing security interests in the Debtor's assets
as of the Petition Date.
A final hearing on the matter is set for February 21 at 11 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=8FuJ4a from PacerMonitor.com.
The Debtor projects $29,371 in income and $30,629 in expenses for
one month.
About Value Price Auto
Value Price Auto, LLC, filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 23-09215) on Dec. 22, 2023, with $100,001 to $500,000 in
assets and $500,001 to $1 million in liabilities.
Judge Madeleine C. Wanslee oversees the case.
Jim Gaudiosi, Esq., at Jim Gaudiosi, Attorney at Law PLLC, is the
Debtor's legal counsel.
VAUGHN ENVIRONMENTAL: Unsecureds to Get $10K in Plan
----------------------------------------------------
Vaughn Environmental, Inc. submitted an Amended Plan of
Reorganization.
Debtor has been in business since 2011 doing commercial and
residential landscaping including eco-roofs. Debtor has been
profitable but Debtor took out too much debt trying to expand into
site development. Debtor has over $600,000 in accounts receivable
from one customer that is refusing to pay. Debtor does not have the
funds to pursue payment from this customer.
Under the Plan, Class 21 General Unsecured Claims are impaired. The
impaired unsecured creditors would be paid nothing based upon the
Liquidation Analysis attached as Exhibit A. Debtor will pay its'
disposable income of $10,000 accumulated through January of 2027,
pro rata, to the unsecured creditors in 4 quarterly payments of
$2,500 to be paid on March 1, 2027, July 1, 2027, November 1, 2027,
and March 1, 2028.
The source of funds to be received by the estate for distribution
to creditors will be from Debtor's income from the operation of
its' landscape business.
Attorney for the Debtor:
Ted A. Troutman, Esq.
TROUTMAN LAW FIRM, P.C.
5075 SW Griffith Dr., Ste 220
Beaverton, OR 97005
Tel: (503) 292-6788
Fax: (503) 596-2371
E-mail: tedtroutman@sbcglobal.net
A copy of the Amended Plan of Reorganization dated Jan. 26, 2024,
is available at https://tinyurl.ph/Evruc from PacerMonitor.com.
About Vaughn Environmental, Inc.
Vaughn Environmental, Inc. operates a construction and excavation
business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ore. Case No. 23-31549) on July 17,
2023. In the petition signed by Raegan Vaughn, president, the
Debtor disclosed up to $10 million in assets and liabilities.
Judge Peter C Mckittrick oversees the case.
Ted A. Troutman, Esq., at Troutman Law Firm P.C., represents the
Debtor as legal counsel.
VECTOR GROUP: Moody's Raises CFR to B1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded Vector Group Ltd.'s Corporate
Family Rating to B1 from B2 and the Probability of Default Rating
to B1-PD from B2-PD. At the same time, Moody's upgraded the rating
on the senior unsecured notes due 2026 to B3 from Caa1 and affirmed
the Ba3 rating on the company's senior secured notes due 2029.
Vector's SGL-1 speculative grade liquidity rating is unchanged. The
outlook was changed to stable from positive.
The upgrade reflects Vector's improved operating performance,
stable free cash flow, and lower leverage. Market share gains and
growing earnings have allowed the company to generate consistently
positive free cash flow since the 50% dividend cut in 2020.
Vector's market share has improved to 5.5% as of September 2023
from around 4% in 2021, continuing a long-term trend toward higher
market share and driving lower leverage. Vector captured
significant share vacated by KT&G when it exited the U.S tobacco
market and from consumers downtrading into Vector's discount and
deep discount products in response to rising inflation. Moody's
expects that Vector will retain its market share above 2021 levels
but expects some share loss as inflation moderates and competition
for a declining consumer base for combustible cigarettes remains
intense. The steady price increases across the industry will help
drive consumers into discount and deep discount product categories.
Vector's exemption from making payments related to the Tobacco
Master Settlement Agreement ("MSA") on cigarette volumes up to a
1.93% market share solidifies its price advantage in the discount
and deep discount markets. Brand loyalty amongst cigarette
consumers will also help retain newly acquired consumers. Moody's
believes that Vector's very good liquidity and more stable free
cash flow following the dividend cut and spin-off of Douglas
Elliman position the company to better withstand market slow-downs
and legal and regulatory risks while maintaining debt-to-EBITDA
leverage below 4.0x. Moody's expects Vector to sustain
debt-to-EBITDA (3.9x; Moody's adjusted for the 12 months ended
September 2023) below 4.0x.
However, the company's dividend is high relative to cash from
operations. The tobacco industry is in secular decline and faces
meaningful regulatory hurdles that could disrupt Vector's
operations including the Food and Drug Administration's proposed
ban of menthol cigarettes and nicotine cap. Such actions will
likely accelerate industry volume declines though Moody's expects
both actions to take years to implement and for them to face
significant legal challenges. Moody's believes a menthol ban will
impact Vector to a lesser degree than peers due to its lower
exposure to the menthol category as a percentage of volume.
Consumers conversion to non-flavored combustibles and the
significant time until implementation give Vector time to adapt its
operations and capital structure to mitigate the impact from lost
volumes. Moody's view the company's very good liquidity, cash flow
stability, and reduced leverage as integral to maintaining its
positioning within the B1 rating category.
Vectors' senior secured notes maturing February 2029 are rated Ba3,
one notch above the B1 CFR. Moody's affirmed the secured note
rating despite the CFR upgrade because the instrument rating
continues to reflect Moody's view on expected loss. The B3 rating
on the senior unsecured notes reflect their effective subordinated
position to a material amount of secured debt in the capital
structure. Because the notes are guaranteed on an unsecured basis
by Vector's tobacco subsidiaries, they are effectively subordinated
to the company's credit facility and secured notes with respect to
those assets.
RATINGS RATIONALE
Vector Group's B1 CFR reflects its relatively small scale compared
to larger U.S. tobacco companies, the significant secular decline
in combustible cigarettes, and limited pricing flexibility. The
company participates in the discount and deep discount cigarette
segments of an industry that is highly regulated and is exposed to
very high social risks related to the adverse health consequences
of smoking. These factors are driving steady cigarette volume
declines that could accelerate due to proposed regulatory
restrictions on menthol and nicotine content. Vector's credit
profile also reflects its aggressive financial policy, modest free
cash flow and the ongoing threat of adverse tobacco litigation and
regulation. Partially offsetting these risks is Vector's good
history of increasing EBITDA and improving share in the US
cigarette market. Additionally, the company holds a cost advantage
based on the beneficial terms provided under the MSA. Vector also
has very good liquidity with a large cash balance. Free cash flow
stability has improved since the company cut its dividend by 50% in
2020 but shareholder distributions remain a material use of cash
from operations.
Liquidity is very good as reflected by the company's SGL-1
speculative grade liquidity rating. Moody's sees balance sheet cash
around $250 million at year-end 2023 after the 4th quarter MSA
payment. Vector's cash position and stable annual free cash flow
of roughly $60-$70 million provide substantial cushion to cover
limited working capital and capital spending requirements. The
company's undrawn $90 million asset based revolving credit facility
that expires in March 2026 provides additional liquidity to support
the company's operational needs. The revolver is subject to a
minimum LTM EBITDA covenant of $150 million (tested when
availability falls below $30 million) and maximum capital
expenditures covenant (tested every fiscal year) of $20 million.
Moody's expects that Vector will maintain very good cushion under
each covenant over the next year.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that Vector's sales
and EBITDA will remain stable over the next 12 to 18 months as the
company maintains recent market share gains captured from the exit
of a competitor in the deep discount market. The outlook also
reflects Moody's expectation that Vector will sustain
debt-to-EBITDA leverage below 4.0x, generate over $60 million of
free cash flow, and not increase shareholder distributions
relative to earnings.
An upgrade would require Moody's belief that the company can offset
declining industry volume and consistently grow revenue, earnings
and free cash flow. The company would also need to sustain
debt-to-EBITDA below 3.0x and free cash flow-to-debt above 7.5%. An
upgrade would also require clarity that litigation and regulatory
risks could be navigated without material detriment to credit.
The rating could be downgraded if volume declines or deterioration
in pricing weakens earnings. A reduction in free cash flow,
deterioration in liquidity, or debt to EBITDA above 4.5x could also
lead to a downgrade. A downgrade could also occur if pending
regulatory rulings are more detrimental to credit metrics and cash
flow than expected or if they are implemented sooner than
anticipated.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE FACTORS
Vector's CIS-5 credit impact score indicates that the rating is
lower than it would have been if ESG risk exposures did not exist
and that the negative impact is more pronounced than for issuers
scored CIS-4. The score reflects very high exposure to social risks
related to customer relations and the negative health impact of
cigarette smoking, as well as highly negative demographic and
societal trends as consumers quit smoking. These factors are
leading to persistent industry volume declines and price increases
that may be increasingly difficult to sustain. The company
generates good free cash flow but governance is still elevated
because the company maintains a moderately high risk financial
strategy with a large dividend payout and high leverage.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Vector Group Ltd., founded in 1980 and headquartered in Miami,
Florida, is a publicly traded holding company engaged primarily in
the manufacturing and marketing of discount cigarettes in the
United States. The company's key cigarette brands include Montego,
Eagle 20's, Pyramid, Grand Prix, Liggett Select and Eve. The
company also has a small real estate investment portfolio. In
December 2021, the company spun off its Douglas Elliman real estate
brokerage business into a standalone company. Vector generated
roughly $931 million in annual revenue as of last-twelve-months
ending September 30, 2023 (net of excise taxes).
VERITAS US: Eaton Vance EFT Marks $2.12MM Loan at 21% Off
---------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
$2,123,000 loan extended to Veritas US, Inc., to market at
$1,677,064 or 79% of the outstanding amount, as of Nov. 30, 2023,
according to a disclosure contained in EFT's Semi-Annual Report on
Form N-CSR for the period ended Nov. 30, 2023, filed with the U.S.
Securities and Exchange Commission.
EFT is a participant in a Term Loan (SOFR + 5.00%) to Veritas US.
The loan accrues interest at a rate of 10.463% per annum. The loan
matures on September 1, 2025.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
Veritas US, Inc. designs and develops enterprise software
solutions.
VERITAS US: Eaton Vance EFT Marks EUR362,000 Loan at 17% Off
------------------------------------------------------------
Eaton Vance Floating-Rate Income Trust (EFT) has marked its
EUR362,000 loan extended to Veritas US, Inc., to market at
EUR302,018 or 83% of the outstanding amount, as of Nov. 30, 2023,
according to a disclosure contained in EFT's Semi-Annual Report on
Form N-CSR for the period ended Nov. 30, 2023, filed with the U.S.
Securities and Exchange Commission.
EFT is a participant in a Term Loan (3 mo. EURIBOR + 4.75%) to
Veritas US. The loan accrues interest at a rate of 8.722% per
annum. The loan matures on September 1, 2025.
EFT is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Trust's investment
objective is to provide a high level of current income. The Trust
will, as a secondary objective, also seek preservation of capital
to the extent consistent with its primary goal of high current
income. EFT's fiscal year ends May 31.
EFT can be reached at:
Deidre E. Walsh
Eaton Vance Senior Floating-Rate Income Trust
Two International Place
Boston, MA 02110
Tel: (617) 482-8260
Veritas US, Inc. designs and develops enterprise software
solutions.
VERITAS US: EUR748.6MM Bank Debt Trades at 17% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Veritas US Inc is a
borrower were trading in the secondary market around 83.5
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The EUR748.6 million facility is a Term loan that is scheduled to
mature on September 1, 2025. The amount is fully drawn and
outstanding.
Veritas US Inc. designs and develops enterprise software
solutions.
VIVAKOR INC: Receives $1 Million Loan
-------------------------------------
Vivakor, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it received a loan from an individual
lender in the principal amount of $1,000,000 and, in connection
therewith, the Company agreed to issue 100,000 restricted shares of
the Company's common stock.
The Loan bears interest at the rate of 10% per annum, matures on
Dec. 31, 2024, has been personally guaranteed by James Ballengee,
the Company's chief executive officer. The Lender is not a related
party or affiliate of the Company.
About Vivakor Inc.
Coralville, Iowa-based Vivakor, Inc. is an operator, acquirer and
developer of technologies and assets in the oil and gas industry,
as well as, related environmental solutions. Currently, the
Company's efforts are primarily focused on operating crude oil
gathering, storage and transportation facilities, as well as
contaminated soil remediation services.
Vivakor reported a net loss attributable to the Company of $19.44
million in 2022, a net loss attributable to the company of $5.48
million in 2021, a net loss attributable to the company of $2.18
million in 2020. As of Sept. 30, 2023, the Company had $76.12
million in total assets, $52.21 million in total liabilities, and
$23.90 million in total stockholders' equity.
Vivakor has historically suffered net losses and cumulative
negative cash flows from operations, and as of September 30, 2023,
it had an accumulated deficit of approximately $62.1 million. As
of September 30, 2023, and December 31, 2022, the Company had a
working capital deficit of approximately $19 million and $3.7
million, respectively. Subsequent to September 30, 2023, $10
million of the working capital deficit was paid with an issuance of
common stock. As of September 30, 2023, Company had cash of
approximately $1.2 million. In addition, the Company has
obligations to pay approximately $14.4 million (of which
approximately $10 million was satisfied through the issuance of the
Company's common stock under the terms of the debt subsequent to
September 30, 2023) of debt in cash within one year of the issuance
of these financial statements. The Company's CEO has also
committed to provide credit support through December 2024, as
necessary, for an amount up to $8 million to provide the Company
sufficient cash resources, if required, to execute its plans for
the next twelve months. These conditions raise substantial doubt
about the Company's ability to continue as a going concern,
according to the Company's Quarterly Report for the period ended
Sept. 30, 2023.
VMR CONTRACTORS: Wins Cash Collateral Access Thru Feb 29
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized VMR Contractors Inc. to use cash
collateral on an interim basis in accordance with the budget and
the terms of the Order entered March 1, 2023, through February 29,
2024.
A further hearing on the matter is set for February 26 at 10 a.m.
As previously reported by the Troubled Company Reporter, several
entities may claim an interest in the Debtor's cash collateral.
Those potential claimants are:
1. State of Illinois, which recorded state tax liens on April
28 and June 14, 2022, in the total amount of $32,346.
2. Internal Revenue Service, which recorded federal tax liens
with the Illinois Secretary of State, including a lien November 16,
2016, in the amount of $424,956. Other tax liens also have been
recorded; the IRS has asserted it is owed $819,234. The Debtor
disputes a large portion of this amount, including an obligation
from 2015 of $560,027, which appears to be clearly erroneous
because it is wholly disproportionate to the Debtor's operations.
3. Old National Bank, whose predecessor, Bridgeview Bank
Group, filed on August 1, 2018, a financing statement with the
Illinois Secretary of State as document number 023614561. The
amount owed to Old National is approximately $160,633.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=k8KLOS from PacerMonitor.com.
The Debtor projects $53,161 in estimated income and $52,381 in
total expenses.
About VMR Contractors
VMR Contractors is in the business of supplying and installing
rebar for road construction projects. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case
No. 22-14211) on December 8, 2022. In the petition signed by
Vincent Roberson, president, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Benjamin Goldgar oversees the case.
William J. Factor, Esq., at Factor Law, is the Debtor's legal
counsel.
WELCH & WELCH: CNH Says Plan Underestimates Its Claims
------------------------------------------------------
CNH Industrial Capital America LLC ("CNH") objects to confirmation
of Amended Disclosure Statement of Welch & Welch Planting Company,
LLC.
CNH is a creditor of the Debtor, Welch & Welch Planting Company,
LLC, by virtue of a Retail Installment Sale Contract and Security
Agreement entered into on March 30, 2022 ("Contract 1") for the
financed purchase of a Kelly Soil Preparation 30' Diamond Harrow,
Serial Number 2180211-30 ("30' Diamond Harrow"), and a Retail
Installment Sale Contract and Security Agreement entered into on
March 31, 2022 ("Contract 2") for the financed purchase of a Case
4440 S.P. Sprayer, Serial Number YGT044284 ("Case 4440 S.P.
Sprayer"). The claim is perfectedby UCC Financing Statements filed
with the TN Department of State.
CNH points out that the Debtor's Amended Disclosure Statement and
Amended Chapter 11 Plan only provide to pay CNH $32,292.64 at 5.5%
interest, with annual payments in the amount of $7,401.97, while
the Debtor's Petition only lists a CASE Sprayer with the incorrect
model number, and fails to provide for the 30" Diamond Harrow at
all.
CNH further points out that it is impossible to determine from the
Amended Disclosure Statement and Amended Chapter 11 Plan what the
Debtor's intentions are regarding both of CNH's claims, and why the
proposed Plan underestimates and/or undervalues CNH's claims by
more than $175,000.
CNH asserts that Debtors' Amended Disclosure Statement does not
comply with 11 U.S.C. Section 1125 in that it fails to provide
adequate information for CNH to make an informed judgment regarding
the Plan.
Attorneys for CNH:
Robert J. Fehse, Esq.
EVANS | PETREE, PC
1715 Aaron Brenner Drive, Suite 800
Memphis, TN 38120
Tel: (901) 271-0722
E-mail: rfehse@evanspetree.com
About Welch & Welch Planting Company
Based in Dyersburg, Tenn., Welch & Welch Planting Company, LLC, is
involved in the farming business.
Welch & Welch Planting Company filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No.
23-10623) on Sept. 22, 2022, with $1 million to $10 million in both
assets and liabilities. Joe Welch, president, signed the petition.
Judge Jimmy L. Croom oversees the case.
The Debtor is represented by T. Verner Smith, Esq., at the Law
Office of Verner Smith and Thomas H. Strawn, Esq., a practicing
attorney in Dyersburg, Tenn.
WESTERN DENTAL: $490MM Bank Debt Trades at 47% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Western Dental
Services Inc is a borrower were trading in the secondary market
around 53.3 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $490 million facility is a Term loan that is scheduled to
mature on August 18, 2028. The amount is fully drawn and
outstanding.
Western Dental Services, Inc., a dental and oral health maintenance
organization, provides dental and oral health care services in
California, Arizona, Nevada, and Texas. Western Dental Services,
Inc. operates as a subsidiary of Premier Dental Services Inc.
WESTERN DENTAL: $50MM Bank Debt Trades at 48% Discount
------------------------------------------------------
Participations in a syndicated loan under which Western Dental
Services Inc is a borrower were trading in the secondary market
around 52.0 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $50 million facility is a Delay-Draw Term loan that is
scheduled to mature on August 18, 2028.
Western Dental Services, Inc., a dental and oral health maintenance
organization, provides dental and oral health care services in
California, Arizona, Nevada, and Texas. Western Dental Services,
Inc. operates as a subsidiary of Premier Dental Services Inc.
WOMEN'S CARE: $120MM Bank Debt Trades at 22% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Women's Care
Holdings Inc is a borrower were trading in the secondary market
around 77.9 cents-on-the-dollar during the week ended Friday,
February 2, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $120 million facility is a Term loan that is scheduled to
mature on January 15, 2029. The amount is fully drawn and
outstanding.
Headquartered in Tampa, Florida, Women's Care is a provider of a
variety of women's health services, including obstetrics and
gynecology, fertility care and genetic counseling, among others.
WW INTERNATIONAL: $945MM Bank Debt Trades at 43% Discount
---------------------------------------------------------
Participations in a syndicated loan under which WW International
Inc is a borrower were trading in the secondary market around 57.4
cents-on-the-dollar during the week ended Friday, February 2, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $945 million facility is a Term loan that is scheduled to
mature on April 13, 2028. About $942.6 million of the loan is
withdrawn and outstanding.
WW International Inc., formerly weight watchers international Inc.,
is a global company headquartered in the US that offers weight
loss.
XPLORNET COMMUNICATIONS: $200MM Bank Debt Trades at 77% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Xplornet
Communications Inc is a borrower were trading in the secondary
market around 23.5 cents-on-the-dollar during the week ended
Friday, February 2, 2024, according to Bloomberg's Evaluated
Pricing service data.
The $200 million facility is a Term loan that is scheduled to
mature on October 1, 2029. The amount is fully drawn and
outstanding.
Xplornet Communications Inc operates as a broadband service
provider. The Company offers voice and data communication services
through wireless and satellite networks. Xplornet Communications
serves customers in Canada.
XPLORNET COMMUNICATIONS: $995MM Bank Debt Trades at 52% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Xplornet
Communications Inc is a borrower were trading in the secondary
market around 47.7 cents-on-the-dollar during the week ended
Friday, February 2, 2024, according to Bloomberg's Evaluated
Pricing service data.
The $995 million facility is a Term loan that is scheduled to
mature on October 1, 2028. The amount is fully drawn and
outstanding.
Xplornet Communications Inc operates as a broadband service
provider. The Company offers voice and data communication services
through wireless and satellite networks. Xplornet Communications
serves customers in Canada.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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*** End of Transmission ***