/raid1/www/Hosts/bankrupt/TCR_Public/240216.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, February 16, 2024, Vol. 28, No. 46
Headlines
3D & COMPANY: Cameron McCord Named Subchapter V Trustee
AAR CORP: Moody's Assigns 'Ba2' CFR, Outlook Stable
AAR CORP: S&P Downgrades ICR to 'BB', Outlook Stable
ACCLIVITY ANCILLARY: Hires Dortch Lindstrom Livingston as Counsel
ACE INSULATION: Gets OK to Hire Walston Law as Litigation Counsel
AKUMIN INC: Exits Chapter 11; Now Wholly-Owned by Stonepeak
ALPACKA GROUP: Unsecureds Will Get 26.5% of Claims over 60 Months
AMERA RE: Seeks to Hire Blackwood Law Firm as Bankruptcy Counsel
AMERIFIRST FINANCIAL: Plan Exclusivity Period Extended to March 6
AMK INVESTMENT: U.S. Trustee Unable to Appoint Committee
AMYRIS INC: Anticipates $1M Charge Following Workforce Reduction
AMYRIS INC: Court Confirms Chapter 11 Restructuring Plan
AMYRIS INC: Macias Gini & O'Connell Resigns as Auditor
ARCIMOTO INC: Incurs $14 Million Net Loss in Third Quarter
ARTIFICIAL INTELLIGENCE: RAD January SaaS Revenue Up 383%
ATHLETICO HOLDINGS: Moody's Lowers CFR & First Lien Debt to Caa2
ATLAS LITHIUM: Board Schedules Annual Meeting for May 28
AUDACY INC: Gibson Dunn & Howley Revise Rule 2019 Statement
BIOLASE INC: Registers 10.71 Million Units for Offering
BLACKBERRY LTD: Appoints Philip Brace to Board of Directors
BLUE RIBBON: S&P Upgrades ICR to 'CCC+' on Improving Liquidity
BOXER RAMEN: Seeks to Hire Sussman Shank as Bankruptcy Counsel
CAVALIER LAMAR: Voluntary Chapter 11 Case Summary
CINEPLEX INC: S&P Assigns 'B+' ICR, Outlook Stable
CITIUS PHARMACEUTICALS: Incurs $9.2M Net Loss in First Quarter
CITIUS PHARMACEUTICALS: Resubmits BLA of LYMPHIR to FDA
CLARK RENOVATIONS: Seeks to Hire Thomas M. Walsh as Accountant
COTIVITI INC: Moody's Assigns 'B2' CFR, Outlook Stable
COTIVITI INC: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
CYTODYN INC: Registers Up to 141.02M Shares for Possible Resale
DIAMOND CLEAN: L. Todd Budgen Named Subchapter V Trustee
DUSOBOX CORP: U.S. Trustee Appoints Creditors' Committee
EAGLE BAR: Seeks to Hire Johnson, Berg & Saxby as Special Counsel
EBIX INC: Ascension Steps Down as Committee Member
ELEMENT CONSTRUCTION: Unsecureds to Recover Between 10% & 15%
EMCORE CORP: Incurs $5.7 Million Net Loss in First Quarter
ETTA SCOTTSDALE: Seeks Approval to Hire Kudan Group as Broker
EVOKE PHARMA: Closes $7.5 Million Public Offering
EXTERIOR CONSTRUCTION: Case Summary & Eight Unsecured Creditors
FAB WEST SALOON: John-Patrick Fritz Named Subchapter V Trustee
FARZAN ALAMIRAD: Case Summary & 20 Largest Unsecured Creditors
FHT RENTAL: Seeks to Hire Modesto Bigas Mendez as Legal Counsel
FIG & FENNEL: Seeks to Extend Plan Exclusivity to June 14
FOX TWO: Unsecured Creditors to Split $150K in Subchapter V Plan
FREE SPEECH: Seeks to Hire Harold "Hap" May PC as Co-Counsel
GAFC SERVICES: Hires Andres Gabriel Gonzalez Orengo as Realtor
GALLERIA 2425: Trustee Hires Shannon & Lee as Bankruptcy Counsel
GOL LINHAS: BNY Mellon Appointed as New Committee Member
GOL LINHAS: Hogan Lovells Represents Secured Notes Ad Hoc Group
GOTO GROUP: S&P Downgrades ICR to 'SD' on Distressed Exchange
HAWAIIAN HOLDINGS: Merger With Alaska Air Under Antitrust Review
ILIFF HOSPITALITY: Seeks to Hire Velarde & Yar as Legal Counsel
IMPEL PHARMACEUTICALS: Seeks to Hire Brandon Smith as Secretary
IPWE INC: Hires Gellert Scali Busenkell as Legal Counsel
JLK CONSTRUCTION: Updates Unsecured Claims Pay Details; Amends Plan
KIDDE-FENWAL: Plan Exclusivity Period Extended to March 10
KING WINDSHIELDS: Seeks to Hire Allan D. NewDelman as Legal Counsel
KKR REAL ESTATE: Moody's Alters Outlook on 'Ba3' CFR to Negative
LAN CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
LECHNER'S INC: Case Summary & 20 Largest Unsecured Creditors
LIVING WATER: Case Summary & Two Unsecured Creditors
LUCKY PENNY: Seeks to Tap Latham, Luna, Eden & Beaudine as Counsel
MATTHEWS INTERNATIONAL: S&P Downgrades ICR to 'BB-', Outlook Neg.
MM MECHANICAL: Unsecured Creditors to Split $36K over 5 Years
MOBILE ADDICTION: U.S. Trustee Unable to Appoint Committee
MR. TORTILLA: Case Summary & 20 Largest Unsecured Creditors
MULLEN AUTOMOTIVE: Incurs $64 Million Net Loss in First Quarter
MWT ND GP: Seeks to Tap Ross, Smith & Binford as Bankruptcy Counsel
MWT ND: Seeks to Tap Ross, Smith & Binford as Bankruptcy Counsel
NATIONAL TECHMARK: Case Summary & Five Unsecured Creditors
NB PARK PLAZA: Voluntary Chapter 11 Case Summary
NEURAGENEX TREATMENT: U.S. Trustee Unable to Appoint Committee
NEWELL BRANDS: S&P Downgrades LT ICR to 'BB-', Outlook Negative
ONENERGY INC: To Implement Creditor Proposal Under BIA
OVER THE HILL: Seeks to Hire Jeffrey D. Shapiro as Accountant
PINNACLE GRINDING: Nathan Smith Named Subchapter V Trustee
PRAIRIE ACQUIROR: S&P Rates New Extended Term Loan 'B'
PROS HOLDINGS: Reports Total Revenue of $303.7M for 2023
RAPID7 INC: Releases Q4, Full-Year 2023 Financial Results
REMARK HOLDINGS: Receives Suspension, Delisting Notice From Nasdaq
RESTORATION FOREST: Gets OK to Tap Kroll as Claims Agent
RESTORATION HOUSE: Hires Farinash & Stofan as Legal Counsel
ROBERTSHAW US HOLDING: Case Summary & 30 Top Unsecured Creditors
ROBERTSHAW US: Files Chapter 11 to Facilitate Restructuring
RODS CUSTOM: Unsecured Creditors to Get 0 Cents on Dollar in Plan
SIMPLIFIED SOFTWARE: Kathleen DiSanto Named Subchapter V Trustee
SINTX TECHNOLOGIES: Damaged Sintering Furnace Covered by Insurance
SPIRIT AIRLINES: Releases Q4, Full Year 2023 Results
TARONIS FUELS: Seeks to Extend Plan Exclusivity to May 13
THAT GOOD GOOD: Seeks to Hire Sussman Shank as Bankruptcy Counsel
TNOTES INVESTMENT: Voluntary Chapter 11 Case Summary
TRINITY PHARMACIES: Eric Terry Named Subchapter V Trustee
TRIUMPH GROUP: Issues Notices of Conditional Redemption of Notes
TRP BRANDS: U.S. Trustee Appoints Creditors' Committee
ULTIMATE JETCHARTERS: Committee Hires Bernstein-Burkley as Counsel
UNIQUE FITNESS: Hires Horwood Marcus & Berk Chartered as Counsel
UNITED AIRLINES: S&P Rates New Senior Secured Term Loan 'BB+
VBI VACCINES: Inks Deal to Sell Assets to Brii Biosciences
VERDE BIO: Amends Merger Deal With SensaSure, Formation Minerals
VESTAVIA HILLS: Seeks to Hire Fennemore as Substitute Counsel
VICE GROUP: Unsecureds to Recover 1% to 2% in Liquidating Plan
VICTORY PROFESSIONAL: Hires Pagter and Perry Isaacson as Counsel
VILLAGE GATE: Donald Mallory Named Subchapter V Trustee
VISTAGEN THERAPEUTICS: Posts $6.4 Million Net Loss in Third Quarter
VIVAKOR INC: Obtains $3 Million Term Loan From Cedarview
WEBSTER UNIVERSITY: Moody's Cuts Issuer & Rev. Bond Ratings to B1
WILLIAM INSULATION: Seeks to Hire Musser Bros. as Auctioneer
WINDOW SYSTEMS: Unsecureds Will Get 15.10% of Claims over 5 Years
WYNN RESORTS: Prices $400M Add-On Offering of Senior Notes Due 2031
WYNN RESORTS: Reports $1.84B Revenue for Q4 2023
WYNN RESORTS: Unit Commences Tender Offer for Senior Notes Due 2025
ZIGI USA: Taps Jeffer Mangels Butler & Mitchell as Special Counsel
[^] BOOK REVIEW: The First Junk Bond
*********
3D & COMPANY: Cameron McCord Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed Cameron McCord, Esq., at
Jones & Walden, LLC, as Subchapter V trustee for 3D & Company.
Ms. McCord will be paid an hourly fee of $425 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. McCord declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Cameron McCord, Esq.
Jones & Walden, LLC
699 Piedmont Avenue, NE
Atlanta, GA 30308
Phone: (404) 564-9300
Fax: (404) 564-9301
Email: cmccord@joneswalden.com
About 3D & Company
3D & Company sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-51352) on February 5,
2024, with $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities. The petition was filed pro se.
AAR CORP: Moody's Assigns 'Ba2' CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned ratings to AAR CORP., including
a Ba2 corporate family rating and Ba2-PD probability of default
rating. Concurrently, Moody's assigned a Ba2 rating to the
company's planned senior unsecured notes due 2029 ("Notes") and an
SGL-2 speculative grade liquidity rating. The outlook is stable.
The company will use the proceeds of the Notes and incremental
revolver borrowings to fund the previously announced acquisition of
Triumph Group, Inc.'s Product Support business. Simultaneously, the
company will increase its unsecured revolving credit facility to at
least $795 million from $620 million.
RATINGS RATIONALE
The Ba2 CFR reflects the company's competitive position in
commercial and defense aerospace aftermarkets, primarily serving
maintenance and repair and spare parts needs across a diverse
customer base. Consolidation of Triumph's product support business
will broaden AAR's offerings in aviation repair and support modest
expansion of profit margins. The acquisition's service facility
located in Chonburi, Thailand will provide an opportunity for AAR
to grow its business in the Asia-Pacific market. Credit metrics pro
forma for the acquisition support the ratings assignment. Moody's
projects that adjusted debt/EBITDA of 4.0x at close will decline to
below 3.0x through fiscal 2026 as AAR uses all of free cash flow
for repayment of revolver borrowings. Moody's projects free cash
flow to debt of at least 5% for fiscal 2025, or at least $50
million and growth from there in fiscal 2026. Initial EBIT/Interest
expense of 3.5x will improve to 4.5x over the same period.
The ratings assignment also reflects the company's historical and
expected ongoing conservative financial policy, which is a
governance consideration. Moody's expects AAR to prioritize
repayment of revolver borrowings to reduce its financial leverage.
Expectations of ongoing growth in air travel and the completion of
the recovery from the pandemic in certain markets such as the
Asia-Pacific region will provide operating tailwinds. Moody's
expects supportive industry fundamentals that will continue to
drive both commercial and government customer demand for aviation
repair services and aftermarket parts.
The speculative grade liquidity rating of SGL-2 reflects Moody's
view that AAR will maintain good liquidity. Moody's expects annual
free cash flow to expand in upcoming years, from steady modest
growth in demand for its services and normalization of investment
in inventory which will support cash generation. Although there
will be a sizable draw on the unsecured revolving credit facility
in the near term, Moody's considers the remaining availability to
be sufficient relative to potential liquidity needs.
The stable outlook reflects Moody's expectations for top line and
earnings expansion that will support free cash flow at levels that
promote debt retirement. The stable outlook also reflects Moody's
expectation that AAR will maintain a conservative financial policy
anchored by management's leverage target of net leverage below 2.0
times and that returns to shareholders will be limited.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings may be upgraded if AAR sustains annual free cash flow to
debt in the high single-digits or EBITDA margins above 11%.
Debt/EBITDA sustained below 2.5 times could also support an
upgrade.
Ratings may be downgraded if the expected revenue and cash flow
benefits of the acquisition do not materialize. Weakened liquidity
resulting from ineffective management of working capital, breakeven
or negative free cash flow or revolver borrowings being sustained
above $500 million could also result in a downgrade. Limited
improvement in credit metrics following completion of the
acquisition, with Debt/EBITDA remaining above 3.5x could also
pressure the ratings.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
AAR CORP. was founded in 1951 and is a diversified provider of
aftermarket products and services to the worldwide aviation and
government and defense markets. Pro forma revenue for the fiscal
year ending May 31, 2024 is approximately $2.5 billion.
AAR CORP: S&P Downgrades ICR to 'BB', Outlook Stable
----------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on AAR Corp. to
'BB' from 'BB+'. The outlook is stable.
S&P also assigned its 'BB' issue-level rating and '3' recovery
rating (50%-70%; rounded estimate: 65%) to the company's proposed
$500 million senior unsecured notes.
S&P said, "The stable outlook reflects our expectation that credit
metrics will improve over the next two years owing to a successful
integration of Triumph's Product Support business and positive
market conditions that favor AAR's higher-yielding business lines.
As EBITDA grows and management applies free cash flow to debt
reduction, we expect leverage to improve toward 2x, down from about
3.5x at the close of the transaction."
AAR Corp. plans to acquire Triumph Group Inc.'s Product Support
business, which it will fund mainly with the proceeds from new
debt.
S&P said, "We expect leverage to increase as a result of the
acquisition and a successful integration of Triumph Group's Product
Support Group. On December 21, 2023, AAR Corp. announced that it
had entered into an agreement to acquire Triumph Group's Product
Support Group for $725 million. AAR will use proceeds from its
proposed $500 million in new notes and drawings on its upsized
revolving credit facility and balance sheet cash to finance the
acquisition. We expect leverage to be between 3.25x and 3.5x at the
end of fiscal 2024 (ending May 31), up from 1.8x as of November 30,
2023."
The inclusion of the product support acquisition will expand AAR's
capabilities to include highly engineered aviation components that
typically come with higher margins. The product support group is
well aligned with AAR's existing repair and engineering business
segment and will add significant scale to proprietary repair
capabilities. The acquisition has historically generated EBITDA
margins in the 20% area, compared with 10%-12% for AAR's underlying
business. S&P said, "In addition to the acquisition's effect on
margins, we expect margins to benefit from cost-reduction actions
taken by management in 2023 to counter supply chain and
inflationary pressures. These measures include facility
consolidation and exiting low-margin business lines while focusing
on reliable and contracted business with blue chip airlines and
maintenance, repair, and overhaul (MRO) providers. We expect the
improved margins to translate into higher free operating cash flow
(FOCF) that management can allocate to paying down its revolver
draw and improving credit metrics. We expect debt to EBITDA to
measure between 3.25x and 3.5x at the end of fiscal 2024 and
improve to between 2.5x and 3.0x by the end of fiscal 2025. We
forecast funds from operations (FFO) to debt to measure between 15%
and 20% in 2024 and between 20% and 25% in 2025. We note some
integration risk given the size of the acquisition, but management
has successfully integrated acquisitions in the past."
S&P expects credit metrics to improve because of favorable market
fundamentals.
AAR has successfully executed its strategy around growth within
higher-yielding business lines. The company holds a strong market
position within parts and usable service material (USM)
distribution and has expanded on its exclusive distribution
portfolio, both of which are higher yield than the labor-intensive
maintenance and engineering segment. older aircraft continue to see
high utilization, driving demand for aftermarket parts and services
due to the slower-than-expected recovery within the aircraft
original equipment manufacturer (OEM) market. Domestic air traffic
has more than returned to pre-pandemic levels while the global
scale has mostly recovered. S&P said, "We expect commercial demand
for both parts and aftermarket services to remain very strong
throughout the forecast period. Longer term, when OEM delivery
rates improve, we expect to see aircraft retirements trend higher,
benefiting AAR's USM-related business."
S&P said, "We expect management to pursue a conservative financial
policy while focusing on deleveraging. Following the acquisition,
we expect AAR's financial policy to focus on improving leverage. We
anticipate that management will not reestablish a quarterly
dividend, which it suspended in in 2020, and that share buybacks
will be limited to levels to offset dilution. Further, we do not
anticipate sizable debt-funded mergers and acquisitions as
management focuses on a successful integration of Product Support
as well as deleveraging the balance sheet. Management typically has
a leverage target of 1x to 2x.
"Our stable outlook reflects our expectation that the latest
acquisition will be successfully integrated, contributing to
expanding EBITDA margins. We expect AAR to continue to benefit from
strong aftermarket demand driving growth within high-yielding
business lines such as parts trading, USM distribution, and MRO
services. We expect FOCF to strengthen through margin improvement,
allowing management to pay down debt and reduce leverage."
S&P could lower its rating on AAR Corp. if leverage remained
elevated at levels above 3.5x or FFO to debt remained below 25%,
and we expected metrics to remain at these levels. This would
likely occur if:
-- The company ran into integration difficulties related to the
Product Support acquisition;
-- Supply chain pressures increased in severity and persisted,
resulting in margin erosion; or
-- The company pursued a more aggressive financial policy,
including additional debt-funded acquisitions or significant share
repurchases.
S&P could raise its rating on AAR Corp. if the business
outperformed its expectations, such that FFO to debt reached levels
comfortably over 30% and leverage fell to below 3x and S&P thought
these levels would be sustained. This would likely occur if:
-- The integration of the Product Support Group succeeded,
-- Margins improved beyond S&P's forecast due to
greater-than-anticipated cost synergies related to the latest
acquisition, and
-- Management continued its conservative financial policy while
focusing on deleveraging.
ACCLIVITY ANCILLARY: Hires Dortch Lindstrom Livingston as Counsel
-----------------------------------------------------------------
Acclivity Ancillary Services, LLC and Acclivity West, LLC seek
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Dortch Lindstrom Livingston Law Group as special
litigation counsel.
The Debtors need a special litigation counsel to investigate and
represent them in connection with the following: (1) Cause No:
21STCV01566; Huh v. Acclivity West, LLC, Superior Court of
California, County of Los Angeles; (2) Cause No: 21STCV32992; Mohr
v. Acclivity West, LLC; Superior Court of California, County of Los
Angeles; (3) potential claims under 11 U.S.C. Sec. 547; (4)
potential claims under 11 U.S.C. Sec. 548; and (5) after obtaining
their prior written agreement, any other claims in which they have
been damaged.
DLL will receive 40 percent of the gross recovery before deduction
of any expenses. In the event there is no recovery, the Debtors owe
DLL nothing.
In addition, the firm will seek reimbursement for expenses
incurred.
Christopher Lindstrom, Esq., a partner at Dortch Lindstrom
Livingston, disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Christopher D. Lindstrom, Esq.
Dortch Lindstrom Livingston Law Group
4306 Yoakum Blvd., Suite 270
Houston, TX 77006
Telephone: (713) 968-0060
Email: chris@dll-law.com
About Acclivity Ancillary Services
Acclivity Ancillary Services, LLC and Acclivity West, LLC filed
voluntary Chapter 11 petitions (Bankr. S.D. Texas Lead Case No.
24-90001) on Jan. 5, 2024. At the time of the filing, both Debtors
reported up to $50,000 in assets and $1 million to $10 million in
liabilities.
Judge Marvin Isgur oversees the cases.
Parkins & Rubio, LLP, Dortch Lindstrom Livingston Law Group, and
Schwartz Associates, LLC serve as the Debtors' legal counsel,
special litigation counsel, and financial advisor, respectively. W.
Marc Schwartz, chairman of Schwartz Associates, is the Debtors'
chief restructuring officer.
ACE INSULATION: Gets OK to Hire Walston Law as Litigation Counsel
-----------------------------------------------------------------
Ace Insulation Inc. received approval from the U.S. Bankruptcy
Court for the Northern District of California to employ Walston Law
Inc. as special counsel.
The Debtor requires a special counsel to represent its interests in
a civil action against founder Dean McCoy asserting claims for
breach of fiduciary duty, conversion, and receiving stolen
property, Case No. SCV-267365, pending in the Superior Court for
Sonoma County.
The hourly rates of the firm's counsel and staff are as follows:
Gregory Walston $485
Associates $250
Paralegals $85
In addition, the firm will seek reimbursement for expenses
incurred.
As of the petition date, the Debtor owed the firm an outstanding
balance of $6,477.60 for legal services rendered prior to its
Chapter 11 filing.
Gregory Walston, Esq., an attorney at Walston Law, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gregory S. Walston, Esq.
Walston Law Inc.
Four Charlton Court
San Francisco, CA 94123
Telephone: (415) 956-9200
Facsimile: (415) 965-9205
About Ace Insulation
Founded in 2011, the Ace Insulation, Inc. is a locally owned and
operated home improvement company and spray insulation contractor.
The company is based in Petaluma, Calif.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
23-10495) on October 4, 2023, with $2,789,026 in assets and
$7,383,101 in liabilities. Mark Sharf, Esq., a practicing attorney
in Los Angeles, serves as Subchapter V trustee.
Judge Charles Novack oversees the case.
The Debtor tapped Stephen D. Finestone, Esq., at Finestone Hayes,
LLP as legal counsel and Gregory S. Walston, Esq., at Walston Law
Inc. as special counsel. Bachecki, Crom & Co., LLP is the Debtor's
accountant.
AKUMIN INC: Exits Chapter 11; Now Wholly-Owned by Stonepeak
-----------------------------------------------------------
Akumin Inc. announced that it has completed its deleveraging
transaction, becoming a private company wholly-owned by Stonepeak,
a leading alternative investment firm specializing in
infrastructure and real assets. The deleveraging and
recapitalization transaction was implemented through a voluntary,
court-supervised financial restructuring process, which is now
complete.
"We are pleased to have concluded this process and are excited to
enter our next chapter as a private company in partnership with
Stonepeak," said Riadh Zine, Chairman and Chief Executive Officer
of Akumin. "We are emerging from this process with significant
positive momentum across our business, and in our view, we are
better positioned than ever to execute on our strategic plan and
drive our future success. With increased financial flexibility and
Stonepeak's strong support, we will be able to continue to invest
in our business by upgrading equipment, deploying new service
delivery technologies and renovating facilities in support of our
objective to become the outpatient service provider of choice for
patients, health systems and hospital partners in Radiology and
Oncology."
"This milestone is a testament to our employees' hard work and
their relentless commitment to our mission," Mr. Zine continued.
"The leadership team and I are greatly appreciative of the
unfailing support we received from all of Akumin's stakeholders as
we worked through this process over the last few months."
"Akumin is now well-positioned to take the next step in its journey
as a leading provider of critical health services and trusted
partner to patients, health systems, hospitals, and physician
groups nationwide with a streamlined capital structure in place,"
said Graham Brown, Managing Director at Stonepeak. "We look forward
to leveraging our resources and expertise as we work alongside
Akumin's talented team to support the company's continued progress
and mission with the objective of enhancing patient experiences and
outcomes."
In connection with the close of the transaction, Akumin's stock has
been delisted from the Toronto Stock Exchange and OTC Pink Open
Market.
Akumin's advisors include Jackson Walker LLP, Dorsey & Whitney LLP,
Stikeman Elliott LLP and McDermott Will & Emery LLP as legal
advisors , AlixPartners LLP as financial advisor, and Leerink
Partners LLC as investment banker. Sidley Austin LLP is serving as
legal advisor to Stonepeak, and Moelis & Company LLC is serving as
Stonepeak's investment banker.
A full-text copy of the Form 8-K filed with the Securities and
Exchange Commission is available at http://tinyurl.com/mvnym5x7
About Akumin Inc.
Akumin Inc. -- https://www.akumin.com/ -- provides fixed-site
outpatient diagnostic imaging services through a network of owned
and/or operated imaging locations; and outpatient radiology and
oncology services and solutions to approximately 1,000 hospitals
and health systems across 48 states. Its imaging procedures include
magnetic resonance imaging, computerized tomography, positron
emission tomography, ultrasound, diagnostic radiology, mammography,
and other related procedures. Akumin's cancer care services include
a full suite of radiation therapy and related offerings.
Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22,
2023. The petitions were signed by Riadh Zine, the Debtors' chief
executive officer. As of June 30, 2023, Akumin Inc. listed total
assets of $1.7 million and total debts of $1.635 million.
The Hon. Christopher M. Lopez presides over the cases.
The law firm of Dorsey & Whitney LLP, serves as the Debtors'
general bankruptcy counsel; Jackson Walker LLP, as their
co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial
advisors; the law firm of Stikeman Elliott LLP, as special Canadian
counsel; Leerink Partners as investment banking firm; and Epiq
Corporate Restructuring LLC, as their noticing and claims agent.
Ronald J. Bienias, Partner and Managing Director of AlixPartners,
serves as the Debtors' chief restructuring officer.
Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason
Rubin, serves as counsel to the ad hoc group comprised of
beneficial holders of Prepetition 2025 Notes and Prepetition 2028
Notes.
King & Spalding LLP's Thad Wilson and Britney Baker serve as
counsel to the Prepetition RCF Agent.
Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP
Lender, Stonepeak.
ALPACKA GROUP: Unsecureds Will Get 26.5% of Claims over 60 Months
-----------------------------------------------------------------
Alpacka Group, LLC filed with the U.S. Bankruptcy Court for the
Northern District of California a Plan of Reorganization for Small
Business dated February 6, 2024.
The Debtor operates a kitting and fulfillment center. "Kitting
center" means a facility where "kits" of materials or components
are assembled and organized for distribution.
The term "kitting" usually involves gathering, packaging, and
supplying a selection of items together as one unit. This can be
applied in a variety of contexts such as manufacturing, retail, and
distribution. "Fulfillment center" means a warehouse facility where
orders placed by third-party sellers are processed, packed, and
shipped to the sellers' end customers.
The Debtor leases its premises at 170-198 Barnard Avenue, San Jose,
California 95125, comprising approximately 48,833 rentable square
feet, from BCDPF Little Orchard Business Park LP. Monthly rent is
$82,260. In the spring of 2023, the Debtor lost certain key
customers. As a result, the Debtor defaulted upon its rent
obligations for three months. On October 20, 2023, the landlord
commenced an unlawful detainer action by filing a Verified
Complaint for Unlawful Detainer in the Superior Court of
California, County of Santa Clara, commencing the action now
pending as Case No. 23CV424840. This precipitated the Debtor's
bankruptcy case.
This Plan provides that the Debtor will cure rent arrears and make
payments pro rata to general unsecured creditors from future net
income.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $300,000. The final Plan
payment is expected to be paid on the date that is 5 years from the
effective date of this Plan.
This Plan of Reorganization proposes to pay creditors of the Debtor
from future net income.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 26.5 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 3 consists of Non-Priority Unsecured Creditors. Holders of
allowed general unsecured claims will be paid their pro rata share
of 60 monthly distributions of $5,000.00, on the 15th day of each
month, with the first payment due in the first full month beginning
after the effective date of this Plan. This Class is impaired. The
allowed unsecured claims total $1,130,183.11. This Class will
receive a distribution of 26.5% of their allowed claims.
Class 4 consists of Equity Security Holders of the Debtor. The
equity security holders of the Debtor shall retain their interests
without modification.
Distributions under this Plan will be funded from the Debtor's
future net income. If the Plan is confirmed under Section 1191(a)
of the Bankruptcy Code, all property of the estate and interests of
the Debtor will vest in the reorganized Debtor on the effective
date free and clear of all claims and interests except as provided
in this Plan, subject to revesting upon conversion to chapter 7. If
the Plan is confirmed under Section 1191(b) of the Bankruptcy Code,
all property of the estate and interests of the Debtor will vest in
the reorganized Debtor when all payments provided in this Plan have
been made.
A full-text copy of the Plan of Reorganization dated February 6,
2024 is available at https://urlcurt.com/u?l=d55XTd from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Michael W. Malter, Esq.
Reno Fernandez, Esq.
BINDER & MALTER, LLP
2775 Park Avenue
Santa Clara, CA 95050
Tel: (408) 295-1700
Fax: (408) 295-1531
Email: michael@bindermalter.com
reno@bindermalter.com
About Alpacka Group
Alpacka Group, LLC, is engaged in the warehousing and storage
business in San Jose, Calif.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
23-51312) on Nov. 8, 2023, with $385,984 in assets and $1,837,435
in liabilities. Michael Applebaum, member, signed the petition.
Judge Elaine Hammond oversees the case.
Michael W. Malter, Esq., at Binder & Malter, LLP, represents the
Debtor as legal counsel.
AMERA RE: Seeks to Hire Blackwood Law Firm as Bankruptcy Counsel
----------------------------------------------------------------
Amera RE seeks approval from the U.S. Bankruptcy Court for the
Western District of Oklahoma to employ Blackwood Law Firm, PLLC to
handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $400
Legal Assistants and Law Clerks $100
In addition, the firm will seek reimbursement for expenses
incurred.
Amanda Blackwood, Esq., an attorney at Blackwood Law Firm,
disclosed in a court filing that her firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Amanda R. Blackwood, Esq.
Blackwood Law Firm, PLLC
512 NW 12th Street
Oklahoma City, OK 73103
Telephone: (405) 309-3600
Facsimile: (405) 378-4466
Email: amanda@blackwoodlawfirm.com
About Amera RE
Amera RE, a company in Chandler, Ariz., owns and operates Executive
Inn Stillwater hotel.
The Debtor filed Chapter 11 petition (Bankr. W.D. Okla. Case No.
24-10314) on Feb. 12, 2024, with $1,659,533 in total assets and
$2,581,464 in total liabilities. Joshua Murakami, owner, signed the
petition.
Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC serves as
the Debtor's bankruptcy counsel.
AMERIFIRST FINANCIAL: Plan Exclusivity Period Extended to March 6
-----------------------------------------------------------------
Judge Thomas M. Horan of the U.S. Bankruptcy Court for the District
of Delaware extended AmeriFirst Financial, Inc., and Phoenix 1040
LLC's exclusive periods to file their plan of reorganization, and
solicit acceptances thereof to March 6, 2024 and May 6, 2024,
respectively.
As shared by Troubled Company Reporter, the Debtors submitted a
Combined Disclosure Statement and Plan of Liquidation pursuant to
which holders of Allowed General Unsecured Claims are grouped in
Class 4. Holders of Class 4A Unsecured Claims Against AmeriFirst
shall receive a Pro Rata share of the Liquidating Trust Interests
in exchange for their Allowed Claims, which entitle the
Beneficiaries thereof to a Pro Rata share of the GUC Fund and a Pro
Rata Share of any net proceeds of the remaining Liquidating Trust
Assets.
However, Class 4B Unsecured Claims Against Phoenix, estimated
amount $0, shall receive no Distribution.
Available Cash shall be used by the Debtors and Post-Effective Date
Debtor(s) to fund distributions to Creditors (including holders of
Allowed Administrative Claims, Priority Tax Claims, Priority
Non-Tax Claims, DIP Facility Claims, and Secured Claims), the GUC
Fund, and other payments to be made pursuant to or otherwise
consistent with the Plan.
On the Effective Date, the Liquidating Trust shall be established
pursuant to the Liquidating Trust Agreement for the purpose of,
inter alia, (a) administering the Liquidating Trust Assets, (b)
prosecuting and/or resolving all Disputed Unsecured Claims, and (c)
making all Distributions to the Beneficiaries provided for under
the Plan. Accordingly, the Liquidating Trustee shall, in an orderly
manner, liquidate and convert to Cash the Liquidating Trust Assets,
and make timely Distributions to the Beneficiaries, and not unduly
prolong the duration of the Liquidating Trust. Neither the
Liquidating Trust nor the Liquidating Trustee shall be or shall be
deemed a successor-in-interest of the Debtors for any purpose other
than as specifically set forth herein or in the Liquidating Trust
Agreement.
A copy of the Combined Disclosure Statement and Plan dated October
19, 2023 is available at https://urlcurt.com/u?l=pI0208 from Omni
Agent Solutions, Inc., claims agent.
Counsel for the Debtors:
Laura Davis Jones, Esq.
David M. Bertenthal, Esq.
Timothy P. Cairns, Esq.
Pachulski Stang Ziehl & Jones, LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
About AmeriFirst Financial
AmeriFirst Financial, Inc., is a mid-sized independent mortgage
company in Mesa, Ariz.
AmeriFirst and its affiliate Phoenix 1040, LLC, filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 23-11240) on Aug. 24, 2023.
In the petitions signed by T. Scott Avila, chief restructuring
officer, each Debtor disclosed between $50 million and $100 million
in both assets and liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones, LLP as bankruptcy counsel; and Paladin Management
Group, LLC as restructuring advisor. Omni Agent Solutions, Inc.,
is the claims, noticing and administrative agent.
On Sept. 15, 2023, the Office of the United States Trustee
appointed an official committee of unsecured creditors. The
committee tapped Morris, Nichols, Arsht & Tunnell LLP as its
counsel.
AMK INVESTMENT: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The U.S. Trustee for Region 10 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of AMK Investment Properties, LLC.
About AMK Investment Properties
AMK Investment Properties, LLC filed Chapter 11 petition (Bankr.
S.D. Ind. Case No. 24-00099) on Jan. 9, 2024, with $100,001 to
$500,000 in both assets and liabilities.
Judge James M Carr oversees the case.
Eric C. Welch, Esq., at Welch, Gregg & Company, LLC represents the
Debtor as legal counsel.
AMYRIS INC: Anticipates $1M Charge Following Workforce Reduction
----------------------------------------------------------------
Amyris Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission the termination or separation of
approximately 80 employees, effective February 7, 2024. The Company
previously announced reductions in force in June 2023, August 2023
and December 2023.
In connection with this February reduction in force, certain
impacted employees will be provided severance benefits, including
cash severance payments and reimbursement of medical insurance
premiums. The Company expects to record a one-time charge of
approximately $1 million related to the reduction in its workforce,
consisting primarily of one-time severance payments upon
termination of the employees. The Company expects that these
charges will be incurred in the first quarter of 2024.
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.
AMYRIS INC: Court Confirms Chapter 11 Restructuring Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on February
7 entered an order confirming the joint Chapter 11 plan of
reorganization filed by Amyris, Inc. and certain of its
subsidiaries.
As previously reported, the Debtors filed with the Bankruptcy Court
(i) on December 12, 2023, the Second Amended Joint Plan of
Reorganization of Amyris, Inc. and Its Affiliated Debtors, as
Modified and the related Disclosure Statement; (ii) on January 9,
2024, a supplement to the Second Amended Plan; (iii) on January 22,
2024, a Third Amended Joint Plan of Reorganization of Amyris, Inc.
and Its Affiliated Debtors; (iv) on January 22, 2024, a further
supplement to the Third Amended Plan; (v) on January 23, 2024, a
Third Amended Joint Plan of Reorganization of Amyris, Inc. and Its
Affiliated Debtors, as Modified; and (vi) on January 23, 2024, a
further supplement to the Plan.
The Plan is not yet effective. The Company expects that the
effective date of the Plan will occur once all conditions precedent
to the Plan have been satisfied or waived as set forth therein.
Although the Company is targeting occurrence of the Effective Date
as soon as reasonably practicable, the Company can make no
assurances as to when, or ultimately if, the Plan will become
effective.
Pursuant to the Plan and Confirmation Order, there will be a
restructuring that provides for, among other things, (i) a
reorganization of the Debtors' remaining business and assets into a
privately held company (referred to as "Reorganized Amyris"), and
(ii) the treatment for certain classes of claims and interests as
follows:
-- Foris Prepetition Secured Claims. On the Effective Date,
Holders of the Foris Prepetition Secured Claims will receive, at
the option of the Foris Prepetition Secured Lenders, in each of
their sole discretion, the Net Proceeds remaining after funding the
payments required under the Plan (i) to satisfy Allowed
Administrative Claims, Allowed Professional Fees, Allowed Priority
Tax Claims and U.S. Trustee Fees (subject to the Plan Effective
Date Funding), (ii) on account of the treatment of Classes 1, 2, 7,
and 8, (iii) to provide the funding of the Estate Claims Settlement
Cash Consideration, (iv) to provide the funding of the Third-Party
Release Settlement Amounts, and (v) to provide the funding of the
Lavvan Settlement Consideration, and the then remaining Foris
Prepetition Secured Claims shall, at the option of the Foris
Prepetition Secured Lenders, in each of their sole discretion, be
rolled up (or assumed), converted, exchanged, refinanced or amended
and restated, into: (x) the Exit First Lien Facility and/or (y)
100% of New Common Stock of Reorganized Amyris. Any remaining Foris
Prepetition Secured Claims not rolled up, converted, exchanged,
refinanced or amended and restated, into: (x) the Exit First Lien
Facility and/or (y) 100% of New Common Stock of Reorganized Amyris
shall neither receive nor retain any property under the Plan.
-- DSM RealSweet Secured Claim. On the Effective Date, (i) if
the DSM Term Sheet is implemented in full, then DSM will receive on
account of the Allowed DSM RealSweet Secured Claim a $29.52 million
promissory note issued by Reorganized Amyris and secured by the DSM
Plan Promissory Note Pledge Agreement; and (ii) if the DSM Term
Sheet is not implemented in full, then DSM will receive payment in
cash on the Effective Date, or as soon as practical thereafter, in
an amount equal to DSM's Allowed DSM RealSweet Secured Claim
-- Lavvan Secured Claim. On the Effective Date, in full and
complete satisfaction of the Lavvan Secured Claim, Lavvan will
receive the Lavvan Settlement Consideration in accordance with the
Lavvan Settlement Agreement.
-- Convertible Note Claims. On the Effective Date (or as soon as
practicable thereafter), in full and complete satisfaction of the
Convertible Note Claims, whether or not Class 7 votes to accept the
Plan, each Holder of an Allowed Convertible Note Claim will receive
from the Creditor Trust on account of such Allowed Convertible Note
Claim, a Pro Rata distribution of the Creditor Trust Interests
distributable to Class 7 based upon the Allowed Claims in Class 7
and Class 8.
-- General Unsecured Claims. Holders of Allowed General
Unsecured Claims will receive from the Creditor Trust on account of
their Allowed General Unsecured Claims, in full and complete
satisfaction of such Claims, on the Effective Date (or as soon as
practicable thereafter), a Pro Rata distribution of the Creditor
Trust Interests distributable to Class 8 based upon the Allowed
Claims in Class 7 and Class 8.
-- DSM Contract Claims. On the Effective Date, (i) if the DSM
Term Sheet is implemented in full, then the DSM Contracts will be
modified as set forth in the DSM Term Sheet, the DSM Contract
Claims will be Allowed in the amount of $0, and DSM will neither
receive nor retain any property under the Plan on account of the
DSM Contract Claims except as provided for in the Amended DSM
Contracts; or (ii) if the DSM Term Sheet is not implemented in
full, then the DSM Contracts will be rejected and any Allowed DSM
Contract Claims arising from such rejection will be treated as
General Unsecured Claims for purposes of distributions under the
Plan and DSM will be deemed to have voted its claims to reject the
Plan and to have opted out of the Third-Party Release.
-- DSM Other Secured Claims. On the Effective Date, DSM's
obligation to make earn-out payments to the Debtors under the DSM
Agreements will be offset against the DSM Other Secured Claims, and
DSM will neither receive nor retain any other property under the
Plan on account of the DSM Other Secured Claims.
-- Givaudan Contract Claims. On the Effective Date, (i) if the
Givaudan Term Sheet is implemented in full, the Givaudan Contracts
will be modified as set forth in the Amended Givaudan Contract and
the Givaudan Contract Claims will be Allowed in the amount of $0
and Givaudan will neither receive nor retain any property under the
Plan on account of the Givaudan Contract Claims except as otherwise
provided in the Amended Givaudan Contract; or (ii) if the Givaudan
Term Sheet is not implemented in full, then the Givaudan Contracts
will be rejected and any Allowed Givaudan Contract Claims arising
from such rejection will be treated as General Unsecured Claims for
purposes of distributions under the Plan, and Givaudan will be
deemed to have voted its claims to reject the Plan and to have
opted out of the Third-Party Release.
-- Intercompany Claims. Intercompany Claims will be, at the
option of the Debtors or Reorganized Amyris, either: (i)
Reinstated; (ii) adjusted, converted to equity, otherwise set off,
settled, distributed, or contributed; or (iii) canceled, released,
or discharged without any distribution on account of such
Intercompany Claims.
-- Section 510(b) Claims. Each Holder of an Allowed Section
510(b) Claim will neither receive nor retain any property under the
Plan.
-- Intercompany Interests. All Interests of the other Debtors
(other than the Company) will remain issued and outstanding; except
to the extent a Debtor other than the Company is dissolved,
liquidated, and wound down under the Plan, in which case, the
Interests of such Debtor will be canceled.
-- Amyris Equity Interests. The Amyris Equity Interests will be
extinguished and Holders of such Equity Interests will not receive
any distribution on account of such Equity Interests.
The Plan and Confirmation Order contain other customary provisions
including means for the Plan's implementation, provisions regarding
assumption and rejection of executory contracts and agreements,
provisions governing the consensual Third-Party Release and
Exculpation, provisions regarding the establishment of the Creditor
Trust and appointment of the Plan Administrator. The Plan and
Confirmation Order also incorporate certain settlements with key
parties in interest, which have been summarized in part in the
treatment of certain classes of claims above.
Holders of Convertible Notes, Holders of General Unsecured Claims,
and Holders of Interests that did not opt out of the Third-Party
Release, as set forth in the Confirmation Order, will receive their
Pro Rata share of the Third Party Release Settlement Amount
allocated to such Holder under the Plan.
As of February 5, 2024, the Company had no preferred shares issued
or outstanding and 372,323,547 shares of common stock issued and
outstanding. On the Effective Date, all of the existing shares of
Common Stock (including shares of Common Stock issuable under
equity awards granted under the Company's equity incentive plans)
will be canceled, released, and extinguished and will be of no
further force or effect pursuant to the Plan.
In the Company's most recent monthly operating report filed with
the Bankruptcy Court on December 29, 2023, the Company reported
total assets of approximately $813 million and total liabilities of
approximately $1.3 billion as of November 30, 2023. This financial
information has not been audited or reviewed by the Company's
independent registered public accounting firm and may be subject to
future reconciliation or adjustments.
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.
AMYRIS INC: Macias Gini & O'Connell Resigns as Auditor
------------------------------------------------------
Amyris Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that Macias Gini & O'Connell,
LLP resigned as the Company's independent registered public
accounting firm, effective immediately, in connection with the
Chapter 11 Cases. There is no dispute between the Company and MGO.
MGO's reports on the Company's financial statements for the fiscal
years ended December 31, 2022 and December 31, 2021 contained no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
During the Company's fiscal years ended December 31, 2022 and
December 31, 2021, and in the subsequent interim period through
February 9, 2024, (i) there were no "disagreements" as that term is
defined in the fourth paragraph of the Instructions to Item 304 of
Regulation S-K ("Regulation S-K") promulgated by the SEC pursuant
to the Exchange Act, between the Company and MGO on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of MGO, would have caused MGO to make
reference to the subject matter of the disagreement in their
reports on the financial statements for such years, and (ii) there
were no "reportable events" as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
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.
ARCIMOTO INC: Incurs $14 Million Net Loss in Third Quarter
----------------------------------------------------------
Arcimoto Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $14.04
million on $1.11 million of revenue for the three months ended
Sept. 30, 2023, compared to a net loss of $16.96 million on $2.02
million of revenue for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, Arcimoto reported a net
loss of $34.14 million on $4.22 million of revenue, compared to a
net loss of $47.32 million on $4.17 million of revenue for the same
period during the prior year.
As of Sept. 30, 2023, the Company had $50.07 million in total
assets, $38.61 million in total liabilities, and $4.30 million in
mezzanine equity, and $7.16 million in total stockholders' equity.
Arcimoto said, "Management has evaluated these conditions and
concluded that they raise substantial doubt about the Company's
ability to continue as a going concern for a period of at least one
year from the issuance of these unaudited financial statements.
Management has initiated a series of actions to alleviate the
Company's financial situation: (1) reducing headcount significantly
via lay-offs and an unpaid furlough program that started at the
beginning of the fourth quarter of 2022 and that have continued;
(2) temporarily suspending production in the first quarter of 2023
in order to relocate operations to a new facility and focus
purchases on the minimum needed to resume production, which was
resumed in February 2023; (3) negotiating payment plans with the
Company's vendors that are critical to the Company's operations;
and (4) monetizing assets that may not be critical to the core
business. Management also plans to pursue other financing solutions
through the credit and equity markets. There can be no assurance
that the Company will be able to secure such additional financing
or, if available, that it will be on favorable terms or that the
Company will be able to sufficiently reduce costs for any such
additional financing to meet its needs. Therefore, the plans cannot
be deemed probable of being implemented. As a result, the Company
has concluded that management's plans do not alleviate substantial
doubt about the Company's ability to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1558583/000121390024012237/f10q0923_arcimotoinc.htm
About Arcimoto Inc.
Based in Eugene, Oregon, Arcimoto, Inc. -- http://arcimoto.com--
designs and manufactures electric vehicles. Built on the
revolutionary three-wheel Arcimoto Platform, its vehicles are
purpose-built for daily driving, local delivery, and emergency
response, all at a fraction of the cost and environmental impact of
traditional gas-powered vehicles.
Arcimoto reported a net loss of $62.88 million in 2022 following a
net loss of $47.56 million in 2021.
Portland, Oregon-based Deloitte & Touche LLP, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated April 14, 2023, citing that the Company has incurred
significant losses and does not have sufficient cash on hand to
meet its obligations as they come due, which raises substantial
doubt about its ability to continue as a going concern.
ARTIFICIAL INTELLIGENCE: RAD January SaaS Revenue Up 383%
---------------------------------------------------------
Artificial Intelligence Technology Solutions, Inc., along with its
wholly owned subsidiary, Robotic Assistance Devices, Inc. (RAD),
announced a significant milestone achievement. Specifically,
contracted (including deployed and contracted to-be-deployed)
revenue derived from device rental (SaaS revenue) now surpasses
$500,000 a month. For clarification, this milestone excludes
revenue generated from installations, training, and remote
monitoring services.
Furthermore, the Company reports that January 2024 invoiced SaaS
revenue was 383% greater than January 2023 invoiced revenue, coming
in (unaudited) at $226K for the month. On Jan. 29, 2024, the
Company announced that booked recurring monthly revenue (RMR) was
up 476% over the previous year. The Company expects to add $50K in
RMR of deployments in February 2024 as the Company's final day of
its fiscal year is Feb. 29, 2024.
The distinction between booked revenue and invoiced revenue resides
in their respective timing: booked revenue signifies orders
currently in progress and being produced, while invoiced revenue
denotes revenue recognized upon deployment and subsequent customer
acceptance.
Steve Reinharz, CEO of AITX and RAD, remarked, "Breaking the $500K
RMR milestone keeps us on track to hit the immediate big target of
$700K RMR, which should bring SaaS revenues within the range of
operationally positive cash flow, which is a huge milestone for us
and any company for that matter."
Mark Folmer, CPP, PSP, FSyI, President of RAD, expressed
enthusiasm, stating, "We continue to get better and faster at
producing and deploying units. We appear to be on track to have
double production capacity in place by the end of March as we work
hard to get to the point of being able to deploy $100K RMR. This is
critical to our high growth goals."
Troy McCanna, RAD's Sr. Vice President of Revenue Operations,
commented, "We have a strong and growing sales funnel with some
incredibly large opportunities. However, conservatively continuing
at roughly the current rate of monthly sales we could hit $700K in
booked RMR in May 2024. This, if it happens, and if we can get
these devices deployed, puts us in a good position in July to
achieve the $700K invoiced RMR."
Reinharz added, "Back in November 2023 at our annual Town Hall we
projected that we would hit $700K in total revenue by August 2024.
It looks like we'll hit that total revenue number before August and
that in August our RMR plus other revenue could be beyond $800K. We
are working to hit and even exceed these targets. As always, the
situation is fluid, anything can happen and there are no guarantees
but given recent performance we're confident in sharing these
estimated projections."
RMR is money earned from customers who pay for a subscription to a
service or product. RAD's solutions are generally offered as a
recurring monthly subscription, typically with a minimum 12-month
subscription contract.
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
higher 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.
ATHLETICO HOLDINGS: Moody's Lowers CFR & First Lien Debt to Caa2
----------------------------------------------------------------
Moody's Investors Service downgraded Athletico Holdings, LLC.'s
("Athletico") ratings, including the Corporate Family Rating to
Caa2 from Caa1, the Probability of Default Rating to Caa2-PD from
Caa1-PD and ratings on the Backed Senior Secured First Lien Credit
Facilities at the subsidiary level, Athletico Management, LLC, to
Caa2 from Caa1. The outlooks remain stable.
The ratings downgrade reflects slower than expected improvement in
operating results over the last year and Moody's expectation that
pressure on cash flows will persist. Moody's expects continued
negative free cash flow in 2024 which Moody's expects to be funded
with additional revolver draw. Moody's believes that Athletico may
need to once again turn to the capital markets to shore up
liquidity as the year progresses. Additionally, Moody's sees
continued heightened risk of a covenant breach as revolver draw
increases. Athletico has only a modest buffer to maximum net
leverage covenant with net leverage approximately 7.7x under the
credit agreement definition at September 30, 2023 compared to the
max net leverage of 8.25x. While Moody's expects some deleveraging
over the next 12 to 18 months on a Moody's adjusted basis, leverage
under the credit agreement definition may remain elevated as add
backs such as de novo maturity adjustment, which Moody's does not
include in its leverage calculation, roll off.
RATINGS RATIONALE
Athletico's Caa2 CFR reflects the company's very high financial
leverage, weak liquidity, and geographic concentration in the
mid-western region of the US. Moody's estimates that debt/EBITDA
was approximately 9x for the twelve months ended September 30, 2023
on a Moody's adjusted basis. Moody's forecasts leverage will remain
elevated and above 8.0x over the next 12-18 months due to ongoing
labor pressures which Moody's expects to continue to negatively
impact earnings and free cash flow. The rating also reflects the
relatively low barriers to entry in the physical therapy business
and the risk of market oversaturation given the rapid expansion of
Athletico and many of its competitors. The rating also incorporates
risks associated with the company's rapid expansion strategy.
The rating is supported by Moody's view that demand for physical
therapy will continue to grow given its relatively low-cost and as
a prevention to more expensive treatments.
Moody's expects Athletico to have weak liquidity over the next
12-18 months. The company had $19 million in cash and $35 million
drawn on its $100 million revolver at September 30, 2023. However,
Moody's expects significant cash burn in the fourth quarter of 2023
due to the timing of an interest payment that was shifted from the
third quarter to the fourth, and ongoing pressure from operations.
As a result, Moody's expects both a reduction in cash and increased
revolver utilization by year-end 2023. Additionally, Moody's
expects a slower pace of recovery than previously anticipated with
continued negative free cash flow and additional revolver draw in
2024. The company's cash flows are currently benefitting from pay
in kind interest on the company's $75 million term loan B issued in
2023. Moody's expects only a modest buffer to maximum net leverage
covenant on the revolver with net leverage at approximately 7.7x at
September 30, 2023 compared to the max net leverage of 8.25x.
The Caa2 ratings of the Senior Secured first Lien credit facilities
reflect the fact that the first lien credit facilities comprise a
preponderance of debt in the capital structure.
The stable outlooks reflect Moody's expectation that Athletico's
leverage will modestly improve over the next 12 to 18 months but
that liquidity will remain weak, increasing the risk of a default.
ESG CONSIDERATIONS
Athletico's CIS-5 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. Athletico
has exposure to both governance risk considerations (G-5) and
social risks (S-4). Exposure to governance risk considerations
reflect the company's aggressive growth strategy and very high
financial leverage under private equity ownership. The social risk
stems from the company's skilled labor force of physical therapists
and exposure to both labor shortages and wage inflation. In
addition, the company relies on Medicare and Medicaid for a large
portion of its revenue. Any changes to reimbursement rates with
both government and commercial payors directly impacts revenue and
profitability.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if liquidity or operating performance
further deteriorate. Ratings could also be downgraded if Moody's
believes that the company's capital structure is becoming
unsustainable and the likelihood of a default increases.
Ratings could be upgraded if operating performance and liquidity
improve, including improved cash flow trends.
Athletico Holdings, LLC., headquartered in Oak Brook, IL, is a
provider of outpatient rehabilitation services - primarily physical
therapy. Through its subsidiaries, it operates about 944 clinics in
24 states, with a strong presence in the mid-western US. Annual
revenues are approximately $800 million. Athletico Holdings, LLC.
is owned by BDT Capital Partners, LLC.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
ATLAS LITHIUM: Board Schedules Annual Meeting for May 28
--------------------------------------------------------
Atlas Lithium Corporation disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Board of Directors of
Atlas Lithium established Tuesday, May 28, 2024, as the date of the
Corporation's 2024 Annual Meeting of Stockholders.
Stockholders of record at the close of business on April 1, 2024,
will be entitled to notice of and to vote at the Annual Meeting and
adjournments or postponements thereof. The time, location and
matters to be voted on at the Annual Meeting will be as set forth
in the Corporation's proxy statement for the Annual Meeting filed
with the U.S. SEC prior to the Annual Meeting.
Stockholders who wish to have a proposal considered for inclusion
in the Corporation's proxy materials for the Annual Meeting
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
as amended, must ensure that such proposal is received by the
Corporation at its principal executive office at Rua Buenos Aires,
10 – 14th Floor, Sion, Belo Horizonte, Minas Gerais, Brazil,
30.315-570, on or before the close of business on March 15, 2024,
which the Corporation has determined to be a reasonable time before
it expects to begin printing and sending its proxy materials for
the Annual Meeting.
In addition, to be considered timely under the advance notice
provisions of the Corporation's Second Amended and Restated Bylaws,
any stockholder who intends to bring business before the Annual
Meeting outside of Rule 14a-8 or nominate a person for election as
a director must ensure that written notice of such proposal or
nomination (including all information specified in the Bylaws) is
received the Corporation at the address specified above no later
than the close of business on Feb. 22, 2024.
About Atlas Lithium
Atlas Lithium Corporations formerly Brazil Minerals, Inc. is a
mineral exploration and development company with lithium projects
and exploration properties in other critical and battery minerals,
including nickel, rare earths, graphite, and titanium, to power the
increased demand for electrification. The Company's current focus
is on developing its hard-rock lithium project located in Minas
Gerais State in Brazil at a well-known, premier pegmatitic district
in Brazil. The Company intends to produce and sell lithium
concentrate, a key ingredient for the global battery supply chain.
Atlas Lithium reported a net loss of $5.66 million in 2022, a net
loss of $4.03 million in 2021, a net loss of $1.55 million in 2020,
a net loss of $2.08 million in 2019, a net loss of $1.85 million in
2018, a net loss of $1.89 million in 2017, a net loss of $1.74
million in 2016, and a net loss of $1.88 million in 2015. For the
nine months ended Sept. 30, 2023, the Company reported a net loss
of $25.60 million.
Atlas Lithium stated in its Quarterly Report for the period ended
Sept. 30, 2023, that "Our future short- and long-term capital
requirements will depend on several factors, including but not
limited to, the rate of our growth, our ability to identify areas
for mineral exploration and the economic potential of such areas,
the exploration and other drilling campaigns needed to verify and
expand our mineral resources, the types of processing facilities we
would need to install to obtain commercial-ready products, and the
ability to attract talent to manage our different business
activities. To the extent that our current resources are
insufficient to satisfy our cash requirements, we may need to seek
additional equity or debt financing. If the needed financing is
not available, or if the terms of financing are less desirable than
we expect, we may be forced to scale back our existing operations
and growth plans, which could have an adverse impact on our
business and financial prospects and could raise substantial doubt
about our ability to continue as a going concern."
AUDACY INC: Gibson Dunn & Howley Revise Rule 2019 Statement
-----------------------------------------------------------
In connection with the chapter 11 cases commenced by Audacy, Inc.
and its affiliated debtors, the firms Gibson, Dunn & Crutcher LLP
and Howley Law PLLC filed an amended verified statement pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure with respect
to the firms' representation of the Ad Hoc First Lien Group.
The Ad Hoc First Lien Group was formed by the beneficial holders or
the investment advisors or managers for certain beneficial holders
in their capacities as lenders under that certain Credit Agreement,
dated as of Oct. 17, 2016 (the "Credit Agreement"), by and among
Audacy Capital Corp. (formerly known as Entercom Media Corp.), as
borrower, the Guarantors (as defined in the Credit Agreement) party
thereto from time to time, the lenders and issuing banks party
thereto from time to time, and Wilmington Savings Fund Society,
FSB, as administrative and collateral agent.
The names, addresses, and disclosable economic interests of all the
members of the Ad Hoc First Lien Group, are as follows:
1. PGIM, Inc.
PGIM, Inc., P.O. Box 32339
Newark, NJ 07102
* $56,850,071
2. Mockingbird Credit Opportunities Company LLC
2021 McKinney Avenue, Suite 1200
Dallas, TX 75201
* $26,500,000
* $2,000,000
* $10,000,000
3. Goldman Sachs Asset Management, L.P.
200 West Street, 3rd Floor
New York, NY 10282
* $20,075,574.54
4. MJX Asset Management LLC
12 East 49th St., Floor 38
New York, NY 10017
* $7,959,913
5. Sound Point Capital Management, LP
375 Park Avenue, 34th Floor
New York, NY 10152
* $5,980,761
6. Solus Alternative Asset Management LP
25 Maple St., 2nd Floor
Summit, NJ 07901
* $32,275,793
7. Benefit Street Partners LLC
9 West 57th Street, Suite 4920
New York, NY 10019
* $12,685,315
* $5,751,000
8. Columbia Cent CLO Advisers, LLC
100 N Pacific Coast Highway, Suite 650
El Segundo, CA 90245
* $8,248,818
9. Blue Owl Liquid Credit Advisors, LLC
1 Greenwich Plaza, Suite C, 2nd Floor
Greenwich, CT 06830
* $8,625,964
10. SI Capital Commercial Finance LLC
230 Park Avenue, 19th Floor
New York, NY 10169
* $62,613,575
* $6,000,000
11. Soros Fund Management LLC
250 West 55th Street
New York, NY 10019
* $279,874,818.91
* $135,038,174.76
* $21,413,000.00
* $21,228,000.00
12. HG Vora Capital Management, LLC
330 Madison Avenue, 21st Floor
New York, NY 10017
* $78,971,821.72
13. Crossingbridge Advisors, LLC
427 Bedford Road, Suite 220
Pleasantville, NY 10570
* $4,000,000.00
Attorneys for the Ad Hoc First Lien Group:
Tom A. Howley, Esq.
Eric Terry, Esq.
HOWLEY LAW PLLC
Pennzoil Place – South Tower
711 Louisiana St., Suite 1850
Houston, Texas 77002
Telephone: 713-333-9125
Email: tom@howley-law.com
Email: eric@howley-law.com
Scott J. Greenberg, Esq.
Matthew J. Williams, Esq.
Tommy Scheffer, Esq.
GIBSON, DUNN & CRUTCHER LLP
200 Park Avenue
New York, New York 10166
Telephone: 212-351-4000
Facsimile: 212-351-4035
Email: sgreenberg@gibsondunn.com
Email: mjwilliams@gibsondunn.com
Email: tscheffer@gibsondunn.com
- and -
AnnElyse Scarlett Gains, Esq.
GIBSON, DUNN & CRUTCHER LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306
Telephone: 202-955-8500
Email: agains@gibsondunn.com
About Audacy Inc.
Audacy Inc. is a multi-platform audio content and entertainment
company with the country's best collection of local music, news and
sports brands, a premium podcast creator, major event producer and
digital innovator.
Audacy Inc. and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
24-90004) on Jan. 7, 2024, with $2,788,943,000 in assets and
$2,662,320,000 in liabilities. Richard J. Schmaeling, executive
vice president & chief financial officer, signed the petitions.
Judge Christopher M. Lopez oversees the case.
LATHAM & WATKINS LLP and PORTER HEDGES LLP are the Debtors' legal
counsel.
BIOLASE INC: Registers 10.71 Million Units for Offering
-------------------------------------------------------
Biolase, Inc. filed Amendment No. 2 to its Form S-1 registration
statement filed with the U.S. Securities and Exchange Commission
relating to the offering on a best efforts basis up to 10,714,285
units, each unit consisting of one share of its common stock, par
value $0.001 per share, one Class A warrant to purchase one share
of its common stock, and one Class B warrant to purchase one share
of its common stock. The assumed public offering price for each
Unit is $0.70, which represents the closing price of its common
stock on the Nasdaq Capital Market on February 5, 2024. The Units
have no stand-alone rights and will not be certificated or issued
as stand-alone securities. The common stock and Warrants are
immediately separable and will be issued separately in this
offering.
The Class A Warrants offered hereby will be issued at the closing
of this offering and will be exercisable immediately upon issuance.
The Class B Warrants offered hereby will be issued at the closing
of this offering and will be exercisable on or after the date that
its stockholders vote to approve that the Class B Warrants may be
exercisable for shares of its common stock, as may be required by
the applicable rules and regulations of The Nasdaq Stock Market
LLC.
The Company is also offering to those purchasers, if any, whose
purchase of Units in this offering would otherwise result in the
purchaser, together with its affiliates and related parties,
beneficially owning more than 4.99% of its outstanding common stock
immediately following the consummation of this offering, the
opportunity to purchase, if they so choose pre-funded units in lieu
of the Units that would otherwise result in ownership in excess of
4.99% (or, at the election of the purchaser, 9.99%) of its
outstanding common stock, with each Pre-Funded Unit consisting of
one pre-funded warrant to purchase one share of its common stock,
one Class A warrant to purchase one share of its common stock and
one Class B warrant to purchase one share of its common stock. The
purchase price of each Pre-Funded Unit will equal the price per
Unit, minus $0.001, and the exercise price of each Pre-Funded
Warrant included in the Pre-Funded Unit will be $0.001 per share of
its common stock. The Pre-Funded Units have no stand-alone rights
and will not be certificated or issued as stand-alone securities.
The Pre-Funded Warrants and Warrants are immediately separable and
will be issued separately in this offering. There can be no
assurance that the Company will sell any of the Pre-Funded Units
being offered. The Pre-Funded Warrants offered hereby will be
immediately exercisable and may be exercised at any time until
exercised in full.
For each Pre-Funded Unit the Company sell, the number of Units the
Company is offering will be decreased on a one-for-one basis.
Because it will issue the Warrants as part of each Unit or
Pre-Funded Unit, the number of Warrants sold in this offering will
not change as a result of a change in the mix of the Units and
Pre-Funded Units sold.
This offering also includes the common stock issuable from time to
time upon exercise of the Warrants and Pre-Funded Warrants.
The Company refers to the shares of its common stock, the Warrants,
the Pre-Funded Warrants and the shares of its common stock issued
or issuable upon exercise of the Warrants and Pre-Funded Warrants,
collectively, as the securities.
Because this is a best efforts offering, the placement agents do
not have an obligation to purchase any securities, and, as a
result, there is a possibility that it may not be able to sell the
securities. The securities will be offered at a fixed price and are
expected to be issued in a single closing. The offering will
terminate upon the earlier of: (i) February 23, 2024; and (ii) the
closing of the offering. The offering will settle delivery versus
payment ("DVP")/receipt versus payment ("RVP"). Accordingly, the
Company and the placement agents have not made any arrangements to
place investor funds in an escrow account or trust account since
the placement agents will not receive investor funds in connection
with the sale of the securities offered hereunder.
The Company have engaged Lake Street Capital Markets, LLC and Maxim
Group LLC (the "placement agents") to act as its placement agents
in connection with this offering. The placement agents have agreed
to use their reasonable best efforts to arrange for the sale of the
securities offered by this prospectus. The placement agents are not
purchasing or selling any of the securities the Company is offering
and the placement agents are not required to arrange the purchase
or sale of any specific number or dollar amount of securities. The
Company have agreed to pay to the placement agents the placement
agent fees set forth in the table below, which assumes that it sell
all of the securities offered by this prospectus. There is no
arrangement for funds to be received in escrow, trust or similar
arrangement. The Company will bear all costs associated with the
offering.
The Company's common stock is traded on the Nasdaq Capital Market
under the symbol "BIOL." On February 5, 2024, the last reported
sale price for its common stock on the Nasdaq Capital Market was
$0.70 per share. There is no established trading market for the
Class A Warrants, the Class B Warrants or the Pre-Funded Warrants
and The Company do not expect a market to develop for these
warrants. In addition, it do not intend to apply to list the Class
A Warrants, the Class B Warrants or the Pre-Funded Warrants on the
Nasdaq Capital Market or any other national securities exchange or
any other nationally recognized trading system.
The actual public offering price per Unit and the actual public
offering price per Pre-Funded Unit will be determined between the
Company, the placement agents and investors in this offering based
on market conditions at the time of pricing and may be at a
discount to the current market price of its common stock.
Therefore, the recent market price used throughout this prospectus
may not be indicative of the final offering price.
A full-text copy of the Prospectus is available at
http://tinyurl.com/3frs6fvc
About Biolase
Biolase, Inc. -- http://www.biolase.com-- is a medical device
company that develops, manufactures, markets, and sells laser
systems in dentistry and medicine. BIOLASE's products advance the
practice of dentistry and medicine for patients and healthcare
professionals. BIOLASE's proprietary laser products incorporate
approximately 259 actively patented and 24 patent-pending
technologies designed to provide biologically and clinically
superior performance with less pain and faster recovery times.
Biolase reported a net loss of $28.63 million in 2022, a net loss
of $16.16 million in 2021, a net loss of $16.83 million in 2020, a
net loss of $17.85 million in 2019, and a net loss of $21.52
million in 2018. As of Sept. 30, 2023, the Company had $38.74
million in total assets, $32.86 million in total liabilities, $5.55
million in total mezzanine equity, and $332,000 in total
stockholders' equity. The Company had cash and cash equivalents of
approximately $7.8 million on Sept. 30, 2023.
Biolase incurred losses from operations and used cash in operating
activities for the three and nine months ended September 30, 2023
and for the years ended December 31, 2022, 2021, and 2020. The
Company's recurring losses, level of cash used in operations, and
potential need for additional capital, along with uncertainties
surrounding the Company's ability to raise additional capital,
raise substantial doubt about the Company's ability to continue as
a going concern, according to the Company's Quarterly Report for
the three months ended Sept. 30, 2023.
BLACKBERRY LTD: Appoints Philip Brace to Board of Directors
-----------------------------------------------------------
BlackBerry Limited announced that it has appointed IoT technology
veteran Philip Brace to its board of directors, effective February
8, 2024. Mr. Brace will serve as a member of the Compensation,
Nomination and Governance Committee of the Board.
"We are delighted to welcome Phil to the BlackBerry board," said
Dick Lynch, Board Chair. "Phil brings deep business acumen and a
wealth of relevant experience in many areas of technology,
including IoT, one of BlackBerry's principal target markets."
"BlackBerry is currently undergoing significant change as we both
separate and rightsize our business into two standalone divisions.
Having Phil join our board adds extensive knowledge to assist in
guiding us through this process and beyond," said John J.
Giamatteo, BlackBerry CEO. "Phil's expertise in some of
BlackBerry's key markets will greatly benefit the entire
organization."
Mr. Brace added, "I'm excited to join the BlackBerry Board of
Directors at such a pivotal time in the Company's history.
BlackBerry's technology and market position provides significant
opportunities to help enhance value for our customers and
shareholders."
Mr. Brace has an extensive background in the IoT, semiconductor,
server and storage industries. His roles over the past 3 decades
include a wide array of functions, including software, hardware,
engineering, marketing, and sales. Most recently, from July 2021 to
January 2023, Mr. Brace served as President and CEO of leading
Canadian wireless communications designer, Sierra Wireless Inc.,
where he led the company through operational improvements that
increased profits by more than 100 percent and grew revenue by more
than 40 percent, culminating in a successful acquisition by Semtech
Corporation. Prior to this, Mr. Brace served as Executive Vice
President at Veritas Technologies, President of Seagate
Technology's Cloud Systems and Electronic Solutions, Executive Vice
President at LSI Corporation, and General Manager at Intel
Corporation.
Mr. Brace holds a Bachelor of Applied Science degree in Computer
Engineering from the University of Waterloo and a Master's degree
in Electrical Engineering from California State University,
Sacramento. He has also participated in the Stanford University
Directors' Consortium. Mr. Brace is also a member of the Board of
Directors at Lantronix Inc. and Inseego Corp.
BlackBerry also announced that Prem Watsa has decided to resign
from the BlackBerry Board of Directors as of February 15, 2024, in
connection with the Company's repayment at maturity of its $150
million principal amount convertible debentures held by affiliates
of Fairfax Financial Holdings Limited, of which Mr. Watsa is
Chairman and CEO. Mr. Watsa has served as a director of the Company
since November 2013 and was a member of the Compensation,
Nomination and Governance Committee of the Board of Directors. He
also previously served as a director of the Company from January
2012 to August 2013.
"BlackBerry and its Board thanks Prem for his many years of support
and contributions to the company. We have seen enormous change in
our business during Prem's time on the Board and are appreciative
of all that he has done to help with those achievements," said Mr.
Lynch.
Mr. Watsa noted, "It's been a privilege to serve an iconic Canadian
company like BlackBerry. I am excited about its future and wish the
company and its Board success as it executes on its strategy."
Following the appointment of Mr. Brace and the resignation of Mr.
Watsa, the Board will have 7 members, 6 of whom are independent
directors.
About BlackBerry
Headquartered in Waterloo, Ontario, BlackBerry Limited (NYSE: BB;
TSX: BB) provides intelligent security software and services to
enterprises and governments around the world. As of Aug. 31, 2023,
the Company had $1.613 billion in total assets against $784 million
in total liabilities.
In September 2023, Egan-Jones Ratings Company maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by BlackBerry Limited.
BLUE RIBBON: S&P Upgrades ICR to 'CCC+' on Improving Liquidity
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S. beer
marketer Blue Ribbon LLC (Pabst) to 'CCC+' from 'CCC' and its
issue-level rating on its senior secured debt to 'B-' from 'CCC+'
and removed all of its ratings from CreditWatch, where S&P placed
them with developing implications on July 7, 2023. S&P's '2'
recovery rating on the senior secured debt is unchanged, indicating
its expectation for substantial (70%-90%; rounded estimate: 75%)
recovery in the event of a payment default.
The stable outlook reflects S&P's expectation Pabst will maintain
sufficient liquidity over the next year despite our belief its
capital structure remains unsustainable.
Pabst's subsidiary has addressed its pending mortgage maturity.
The company's unrestricted subsidiary, IBY Property Owner LLC
(IBY), entered into a transaction with REIT Rexford Industrial
whereby it sold a 75-acre parcel of its owned property in
Irwindale, Calif. to Rexford for $120 million and received a
five-year $125 million loan from Rexford secured by an adjacent
undeveloped property. IBY used a portion of the loan and sale
proceeds to repay its mortgage, which was set to mature in November
2023. Following this transaction, Rexford owns the brewery property
leased by City Brewing, while IBY continues to own 150 acres of
undeveloped land, which it plans to develop for industrial use.
Similar to the prior mortgage, the new mortgage is nonrecourse to
Pabst. However, S&P consolidates IBY's results (and the mortgage)
into our analysis of its parent because it is a direct subsidiary.
Nevertheless, IBY's default risk has diminished because the
refinancing addressed its prior mortgage maturity, there is now no
principal indebtedness due until 2028, and it has prefunded its
interest expense for the next three years through a cash interest
reserve.
Pabst could use the proceeds from a sale of the Irwindale property
to repay debt, though the timing of a potential transaction is
uncertain.
S&P said, "We expect IBY will eventually sell all or a portion of
the 150-acre property upon receipt of regulatory approvals for land
entitlement. After repaying IBY's $125 million mortgage, Pabst
could improve its credit measures by using the excess proceeds from
the property sale to repay its term loan. However, the timing and
materiality of any sale are uncertain. In addition, the entitlement
and development process will likely take several years to complete
and the property's value will depend--in part--on future economic
factors. As such, our forecast does not incorporate any debt
paydown using the proceeds from a property sale."
Pabst' sale of its brand rights in China has strengthened its
liquidity position but this will be a lost source of cash flow to
support debt repayment.
The company agreed to sell its brand rights in China to a third
party for $75 million. The deal has been approved by most Chinese
regulators and the buyer has transferred the substantial majority
of the agreed price to Pabst as unrestricted funds. Pabst used a
portion of the proceeds to repay its outstanding revolver
borrowings and cover accrued expenses while retaining the rest as
cash. S&P said, "Because we now believe it will have sufficient
cash and revolver availability to cover its liquidity needs over
the next two years, we have revised our assessment of the company's
liquidity to adequate. At the same time, by selling its brand
rights, Pabst will lose more than $5 million in annual royalty
payments. This weakens the company's ongoing cash generating
capacity and limits its ability to cover its high debt service
requirements, including about $18 million in annual principal
amortization. As such, we continue to view Pabst's capital
structure as unsustainable."
Pabst's underlying operating performance has generally improved,
though it faces some uncertainties in 2024.
The company expanded its revenue by about 6% year over year during
the nine months ended Sept. 30, 2023. The most significant source
of the improvement was its core Pabst brand, with domestic
shipments to wholesalers of Pabst lager increasing 8% and its
shipments to retailers increasing 7% year over year for the first
nine months of fiscal year 2023. S&P said, "We believe the brand's
recent success partly stems from the Bud Light controversy, though
we recognize that management's actions--including its decision to
strategically align its prices below those of domestic premium
beers--are a key supporting factor. Although retail data continues
to indicate the brand is generating mid-single digit percentage
growth rates, we believe its expansion will moderate in 2024,
particularly as it begins to lap tough comparisons. Additionally,
the sales in the company's growth portfolio, namely for Jack
Daniel's Country Cocktails (JDCC), have been slowing due to
competitive pressures in the flavored malt beverage (FMB) category.
While we expect Pabst will release new FMB products in 2024, we are
uncertain whether the release of these new products will offset a
further potential softening in the demand for JDCC amid the
saturated and highly competitive market."
The company's margins may remain pressured as it completes the
transition of its brewing supplier to City Brewing this year.
Pabst also faced higher input costs and greater pricing pressure
than we expected in the second half of 2023. While the company is
winding down its supply relationship with Molson Coors as it
transitions its production to City Brewing (it will be fully
transitioned by the end of 2024), Molson still brews about a third
of Pabst's current production needs and S&P is uncertain whether it
will impose any material increases in its co-pack fees,
particularly as it loses operating leverage from brewing Pabst's
products. In addition, Pabst will likely face transition costs as
it completes its transition to City Brewing. Therefore, S&P expects
the company will face some margin pressure in 2024. S&P's base-case
scenario for 2024 assumes Pabst's core EBITDA (excluding the impact
of lost royalties) will be roughly flat year over year as it
offsets its transition costs and modestly higher input costs with
higher prices and productivity savings. The company could face
incremental margin pressure if industry competition intensifies and
it is unable to raise its prices.
The ratings upside for Pabst is currently constrained by its group
credit profile.
S&P said, "Our ratings on the company incorporate our group credit
profile assessment of its parent Blue Ribbon Holdings (BRH), which
also owns a controlling stake in City Brewing Co. LLC. Through BRH,
Pabst is majority owned by Blue Ribbon Partners, an investment
platform led by American beverage entrepreneur Eugene Kasper. While
the performances of both Pabst and City Brewing improved in the
third quarter of fiscal year 2023, our group credit profile on BRH
continues to reflect still very weak cash generation and high
leverage at the group level. We cap our issuer credit rating on
Pabst at the level of our group credit profile. As such, we would
have to raise our group credit profile assessment on BRH before
raising our rating on Pabst."
The stable outlook reflects Pabst's improved liquidity position but
still unsustainable capital structure.
S&P could lower its rating on Pabst if we believe its default risk
has increased over the next 12 months. This could occur if the
company's operating performance weakens, potentially due to any of
the following factors:
-- Ongoing inflationary pressures;
-- Declining volumes from market share losses; or
-- Poor execution on its co-packer transition.
Any combination of these factors could weaken its cash position and
increase its reliance on revolver borrowings, which would elevate
the potential for a covenant violation or an inability to service
its high debt amortization requirements.
S&P could raise its rating on Pabst if it increases its free
operating cash flow (FOCF) generation to levels sufficient to
service its high debt service requirements, including its $18
million of annual amortization requirements. This could occur if:
-- The company continues to enhance its profitability by stably
increasing the volumes and prices of its core Pabst brand and
further expanding its strategic growth portfolio; and
-- It uses the proceeds from additional property sales to pay down
its debt, reducing its leverage and debt service requirements.
A higher rating would also be contingent on S&P taking a more
favorable view of its group credit profile.
BOXER RAMEN: Seeks to Hire Sussman Shank as Bankruptcy Counsel
--------------------------------------------------------------
Boxer Ramen, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Oregon to employ Sussman Shank, LLP.
The Debtor requires legal counsel to:
(a) give advice regarding the duties and responsibilities of
the Debtor;
(b) prepare and file schedules;
(c) defend motions for relief from stay;
(d) analyze and object claims;
(e) formulate and approve a plan of reorganization under
Subchapter V of Chapter 11 and information statement;
(f) negotiate with creditors and other parties in interest;
and
(g) perform all other matters requiring legal representation
of the Debtor in this Chapter 11 case.
Sussman Shank holds a retainer of $2,605.
Thomas Stilley, Esq., an attorney at Sussman Shank, disclosed in a
court filing that hise firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas W. Stilley, Esq.
Douglas R. Ricks, Esq.
Garrett S. Eggen, Esq.
Sussman Shank, LLP
1000 SW Broadway, Suite 1400
Portland, OR 97205
Telephone: (503) 227-1111
Facsimile: (503) 248-0130
Email: tstilley@sussmanshank.com
dricks@sussmanshank.com
geggen@sussmanshank.com
About Boxer Ramen
Boxer Ramen LLC is a small chain of fast casual restaurants in the
Portland metropolitan area.
The Debtor filed Chapter 11 bankruptcy petition (Bankr. D. Ore.
Lead Case No. 24-30324) on Feb. 9, 2024, with up to $1 million in
assets and up to $10 million in liabilities. Micah Camden, manager,
signed the petition.
Judge Teresa H. Pearson oversees the case.
Sussman Shank, LLP serves as the Debtor's bankruptcy counsel.
CAVALIER LAMAR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Cavalier Lamar Holdings, L.P.
18300 S. IH 35
Buda, TX 78610-5735
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: February 14, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-10146
Debtor's Counsel: Todd Headden, Esq.
HAYWARD PLLC
7600 Burnet Road, Suite 530
Austin, TX 78757
Tel: (737) 881-7100
Email: theadden@haywardfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kyle Chapman as owner.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download at PacerMonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/RR5EI3A/Cavalier_Lamar_Holdings_LP__txwbke-24-10146__0001.0.pdf?mcid=tGE4TAMA
CINEPLEX INC: S&P Assigns 'B+' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
Toronto-based movie exhibitor Cineplex Inc. At the same time, S&P
assigned its 'BB-' issue-level rating and '2' recovery rating to
the company's proposed first-lien debt instruments. The '2'
recovery rating indicates its expectation for substantial (70%-90%;
rounded estimate: 85%) recovery in the event of a default.
S&P said, "The stable outlook reflects our expectation that
improving cinema admissions will continue to support an expansion
in the company's EBITDA for the next couple of years. In addition,
we expect management will use the positive FOCF to reduce its
balance sheet debt and achieve its net leverage target of 2.5x-3.0x
(equivalent to 3.0x-3.5x on an S&P Global Ratings-adjusted basis)
in the next 18-24 months.
"Our rating reflects Cineplex Inc.'s strong market presence in the
Canadian cinema industry, diversified operations, and strong
loyalty program."
As the largest movie exhibitor in Canada, the company operates
across the country's 10 provinces and maintains box office market
share of 75%. Cineplex has also expanded its portfolio into the
film entertainment, media, and amusement and leisure segments,
enabling it to attract consumers with an experience-based value
proposition. As a part of its content diversification strategy, the
company continues to focus on delivering international content,
which is unique for traditional national chain multiplexes.
Cineplex derived about 10% of its box office revenue from
international content year to date as of the fiscal year end 2023,
which compares with about 3% for the overall North American cinema
industry.
The company also operates in the high-margin (about 56%) media
business, which includes theatre advertising (Cineplex Media) and a
digital place-based media business (Cineplex Digital Media) that
operates in four key verticals: quick service restaurants, retail,
financial, and digital out of home. S&P said, "We believe
Cineplex's location-based entertainment (LBE) business offsets some
of the seasonal pressure on its film business and reduces its
dependence on film studio content. Moreover, the company also
generates concession revenue from its higher-margin food service
product offerings through proprietary and third-party brands. Due
to the elevated demand for premium experiences and increased
customer spending on food and beverage, we expect Cineplex's
per-patron spending at the box office and concessions will expand
by the mid-single-digit percent area, thus continuing to support
EBITDA margins."
Cineplex commenced its SCENE+ loyalty program in 2007, which it
currently co-owns with Scotiabank and Empire Co. Ltd. (Canada's
second-largest grocer), with each party controlling one-third of
the program. SCENE+ offers members opportunities to earn and redeem
rewards in various lifestyle categories, like travel, grocery
shopping, restaurants, entertainment, and movies. Cineplex has used
the loyalty program to target its promotions to specific audiences
to increase its theater attendance for movie sequels or to promote
special events to certain communities. The company launched its
CineClub subscription service in August 2021, which provides
subscribers with one movie ticket per month, the option to buy a
second ticket at $9.99 during the same monthly period, and 20% off
concessions. S&P expects Cineplex's targeted promotions will
continue to support an increase in its revenue over the next 12-18
months.
Despite a slowdown in the Canadian economy, the recent momentum in
the cinema industry supports our expectation for an improving
operating performance in 2024 and 2025.
S&P forecasts Canadian GDP will rise by the low single digit
percent area through 2024 and 2025. Historically, movie attendance
has remained relatively resilient during economic downturns due to
the relative affordability of cinema as an out-of-home
entertainment option. However, we believe cinema attendance could
prove volatile over the next few years as average movie theater
ticket prices increase while the available movie slate remains
somewhat limited. Consequently, it may prompt exhibitors to adjust
their pricing tactics for tickets and concessions, which may reduce
their total revenue.
However, Cineplex has leveraged advanced technologies, such as
D-Box motion seats and IMAX screens, to create an experience
audiences can't get at home. In addition, Cineplex has also
emphasized creating valuable experiences beyond just watching films
by emphasizing its SCENE+ loyalty program. S&P said, "We anticipate
the company will increase its revenue by the mid-single digit
percent area over the next two years. Even though we expect its
overall admissions will lag 2019 levels over the next two years, an
increase in its average ticket prices, strong concession spending,
and a rise in the revenue from its other segments will support an
expansion in Cineplex's top-line revenue."
S&P believes management is committed to achieving its net leverage
target of 2.5x-3.0x in the next 12-18 months.
S&P said, "Management's stated net leverage target of 2.5x-3.0x
supports our current rating and we view its forecast leverage
profile and ability to generate cash flow as favorable and in line
with the attributes of its 'B+'-rated peers. The company aims to
improve its net leverage (excluding lease liabilities and based on
EBITDAR) to the 2.5x-3.0x range (S&P Global Ratings-adjusted basis
net leverage is about 0.5x higher after adjusting for lease
liabilities) in the next 12-18 months. Based on the company's
financial policy and its track record of maintaining a less
leveraged capital structure (S&P Global Ratings-adjusted leverage
was in the mid-4x area in 2019) prior to the coronavirus pandemic,
we do not expect it will materially increase its leverage beyond
5.0x on a sustained basis. We model capital intensity of 5%, which
compares with 9% before the pandemic, because Cineplex intends to
focus on maintenance capital expenditure (capex), with the reminder
of its spending directed toward growth initiatives and the
construction associated with its LBE venues. Therefore, we expect
the company will generate FOCF of $100 million-$150 million
annually, which is similar to its pre-pandemic levels."
Cineplex's operating performance is dependent on the quality of the
movie it exhibits and its in-theater audience attendance.
The company's operations are heavily dependent on in-theatre
attendance, which was severely affected by the mandated closures
during pandemic. Theater shutdowns led to decreased viewership,
which can also be attributed to the increased number of online
streaming platforms (like Disney+, Netflix) which provided
consumers with greater ease of use and convenience during the
pandemic. Therefore, Cineplex's in-theatre initiatives drew minimal
attention and management felt it was imperative to innovate its
services, which it has managed to do in recent quarters. Management
achieved this by introducing initiatives like online and mobile
ticket booking, as well as pre-ordering concessions ahead of
arrival. The Canadian cinema exhibition industry is volatile and
highly competitive, given that Cineplex competes with smaller
players, like Cinémas Guzzo, Cinémas Ciné Enterprise, Imagine
Cinemas, Landmark Cinemas, Magic Lantern Theatres, and many local
independent theatres, across the provinces. Similar to its peers,
the company's operating performance depends heavily on its box
office performance, which is subject to seasonal volatility, and
the hard-to-predict quality of its film slate.
Strong competition for content from subscription video on demand
(SVOD) and over the top (OTT) platforms will continue to pose a
risk to the cinema industry over the next 12-24 months.
The industry is currently grappling with production disruptions
(like the recent Hollywood writers' and actors' strikes) and the
transition to digital content. In S&P's view, cinemas are currently
facing increasing substitution risk from at-home consumption due to
the increased proliferation of advanced consumer electronics
(HDTVs, improved sound systems, etc.) and the improved product
offerings on streaming platforms. Consumers now have a
more-accessible and convenient option to watch movies and TV than
going to a physical theater. Moreover, these platforms have
committed to large content development budgets to maintain their
customer bases and minimize customer desertion following the end of
the pandemic.
Over the last couple of years, many film studios have changed their
film distribution model to a shorter 45-day exclusivity window and
preferred large tent-pole films for exclusive wide releases in
theaters. S&P said, "We believe a greater percentage of
smaller-to-medium budget films could go directly to streaming,
potentially limiting the percentage hitting the box office.
However, consumers enthusiasm for the theatrical experience has
also remained strong across a range of genres and for all
demographics. In December 2022, to improve its consumer experience
and maximize its revenue-per-square-foot, Cineplex opened its first
Junxion location, which provides a one-stop-shop by combining live
events, a movie theater, amusement gaming, and food and beverage.
Nevertheless, we believe the thin pipeline of blockbuster movie
releases, coupled with the ongoing shift in consumer consumption
toward streaming, will challenge the cinema sector to innovate new
ways to fill in-theatre seats."
S&P expects Cineplex's profitability margins will remain below its
pre-pandemic levels over the next 12 months.
S&P said, "Due to lower attendance (about 70%-72%) relative to
pre-pandemic levels, we forecast the company's S&P Global
Ratings-adjusted EBITDA margins will be in the 24.5%-25.5% range in
2024 and 2025, lower than its pre-pandemic levels of 26.0%. This
reflects the negative effect of high inflation on its staff wages,
food prices, and energy costs over the last two years. We also
anticipate the company's margins will be constrained by its weaker
bargaining power with production studios, which are benefitting
from increased opportunities to monetize their new releases,
especially for small- and medium-budget films. While the diversity
of the company's operations in the media and amusement segments and
the concession purchasing strength in the Canadian market will help
the company control its costs, the rigid cost structure of its
business provides it with limited leeway.
"The stable outlook reflects our expectation that Cineplex will
improve its S&P Global Ratings-adjusted leverage close to 4.5x
range in 2024, from about 5.0x based on its LTM EBITDA pro forma
for transaction, over the next 12 months despite the secular
pressures facing the cinema exhibition. This incorporates our
expectation of a continued increase in its box office revenue and
EBITDA margins of about 24.5%-25.5%. The stable outlook also
incorporates our belief that management will remain committed to
its publicly stated leverage target such that its S&P Global
Ratings-adjusted free cash flow to debt exceeds 10%.
"We could lower our ratings on Cineplex if its leverage remains
above 5x because the recovery in its theatrical exhibition revenue
is slower than we expect such that it is unable to generate
sufficient EBITDA on a sustained basis. This could also occur due
to macroeconomic pressures that slow the expansion in its cinema
attendance, unexpected disruptions to the theatrical release model,
or lower-than-expected profitability for its theatrical tickets or
concessions.
"We could raise our rating on Cineplex if we expect its S&P Global
Ratings-adjusted leverage will approach 4x because it expands its
profitably on a faster-than-anticipated rise in cinema admission,
which supports an increase in its overall scale and market share.
"Social factors are a negative consideration in our credit rating
analysis of Cineplex. The company ceased operation of its movie
theaters during the COVID-19 pandemic due to social-distancing
requirements, which led to substantial cash flow deficits. While
the social-distancing regulations from the pandemic have largely
abated, future local health concerns or illness outbreaks could
lead to further regional business disruptions. The pandemic also
accelerated the trend toward releasing more content directly to
streaming platforms, which has permanently reduced theater
attendance."
CITIUS PHARMACEUTICALS: Incurs $9.2M Net Loss in First Quarter
--------------------------------------------------------------
Citius Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $9.23 million on zero revenue for the three months ended Dec.
31, 2023, compared to a net loss of $3.59 million on zero revenue
for the three months ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $97.40 million in total
assets, $12.06 million in total liabilities, and $85.33 million in
total equity.
Citius said, "The Company experienced negative cash flows from
operations of $6,135,310 for the three months ended December 31,
2023. The Company had working capital of approximately $22,600,000
at December 31, 2023. The Company estimates that its available
cash resources will be sufficient to fund its operations through
August 2024, which raises substantial doubt about the Company's
ability to continue as a going concern within one year after the
date that the accompanying condensed consolidated financial
statements are issued.
"The Company has generated no operating revenue to date and has
principally raised capital through the issuance of debt and equity
instruments to finance its operations. However, the Company's
continued operations beyond August 2024, including its development
plans for LYMPHIR, Mino-Lok, Mino-Wrap, Halo-Lido and NoveCite,
will depend on its ability to obtain regulatory approval to market
LYMPHIR and/or Mino-Lok and generate substantial revenue from the
sale of LYMPHIR and/or Mino-Lok and on its ability to raise
additional capital through various potential sources, such as
equity and/or debt financings, strategic relationships, or
out-licensing of its product candidates. However, the Company can
provide no assurances on regulatory approval, commercialization, or
future sales of LYMPHIR and/or Mino-Lok or that financing or
strategic relationships will be available on acceptable terms, or
at all. If the Company is unable to raise sufficient capital, find
strategic partners or generate substantial revenue from the sale of
LYMPHIR and/or Mino-Lok, there would be a material adverse effect
on its business. Further, the Company expects in the future to
incur additional expenses as it continues to develop its product
candidates, including seeking regulatory approval, and protecting
its intellectual property."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001506251/000121390024014096/f10q1223_citiuspharm.htm
About Citius Pharmaceuticals Inc
Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. --
http://www.citiuspharma.com-- is a late-stage pharmaceutical
company dedicated to the development and commercialization of
first-in-class critical care products with a focus on oncology,
anti-infectives in adjunct cancer care, unique prescription
products and stem cell therapy.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated Dec. 29, 2023, citing that the Company has suffered
recurring losses and negative cash flows from operations and has a
significant accumulated deficit. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
CITIUS PHARMACEUTICALS: Resubmits BLA of LYMPHIR to FDA
-------------------------------------------------------
Citius Pharmaceuticals, Inc. announced the resubmission of the
Company's Biologics License Application (BLA) to the U.S. Food and
Drug Administration (FDA) for LYMPHIR (denileukin diftitox), an
IL-2-based immunotherapy for the treatment of patients with
relapsed or refractory cutaneous T-cell lymphoma (CTCL) after at
least one prior systemic therapy.
The resubmission follows ongoing engagement with the FDA resulting
from a Complete Response Letter (CRL) received on July 28, 2023.
Citius believes it has addressed enhanced product testing and
additional manufacturing controls noted in the letter. There were
no safety or efficacy issues cited and no additional trials
required. Based on Center for Drug Evaluation and Research
timelines, FDA acceptance of the completed resubmission package and
issuance of a Prescription Drug User Fee Act (PDUFA) date is
expected within 30 days of resubmission.
About Citius Pharmaceuticals Inc
Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. --
http://www.citiuspharma.com-- is a late-stage pharmaceutical
company dedicated to the development and commercialization of
first-in-class critical care products with a focus on oncology,
anti-infectives in adjunct cancer care, unique prescription
products and stem cell therapy.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated Dec. 29, 2023, citing that the Company has suffered
recurring losses and negative cash flows from operations and has a
significant accumulated deficit. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
Citius experienced negative cash flows from operations of
$6,135,310 for the three months ended December 31, 2023. The
Company had working capital of approximately $22,600,000 at
December 31, 2023. The Company estimates that its available cash
resources will be sufficient to fund its operations through August
2024, which raises substantial doubt about the Company's ability to
continue as a going concern within one year after the date that the
accompanying condensed consolidated financial statements are
issued, the Company said in its Quarterly Report for the period
ended Dec. 31, 2023.
The Company has generated no operating revenue to date and has
principally raised capital through the issuance of debt and equity
instruments to finance its operations. However, the Company's
continued operations beyond August 2024, including its development
plans for LYMPHIR, Mino-Lok, Mino-Wrap, Halo-Lido and NoveCite,
will depend on its ability to obtain regulatory approval to market
LYMPHIR and/or Mino-Lok and generate substantial revenue from the
sale of LYMPHIR and/or Mino-Lok and on its ability to raise
additional capital through various potential sources, such as
equity and/or debt financings, strategic relationships, or
out-licensing of its product candidates. However, the Company can
provide no assurances on regulatory approval, commercialization, or
future sales of LYMPHIR and/or Mino-Lok or that financing or
strategic relationships will be available on acceptable terms, or
at all. If the Company is unable to raise sufficient capital, find
strategic partners or generate substantial revenue from the sale of
LYMPHIR and/or Mino-Lok, there would be a material adverse effect
on its business. Further, the Company expects in the future to
incur additional expenses as it continues to develop its product
candidates, including seeking regulatory approval, and protecting
its intellectual property.
CLARK RENOVATIONS: Seeks to Hire Thomas M. Walsh as Accountant
--------------------------------------------------------------
Clark Renovations Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Thomas M.
Walsh & Associates, LLC.
The Debtor requires an accountant to:
(a) assist in maintaining financial records;
(b) provide financial statements and documents;
(c) assist in the preparation of monthly operating reports;
(d) help formulate projections to be used in this case;
(e) prepare tax returns; and
(f) provide other general accounting advice.
Thomas Walsh, CPA, the firm's member, will be paid at his hourly
rate of $250.
The accountant avers that any claim it may have against the Debtor
is less than $10,000 and agrees to waive any claim that would
create an adverse interest.
Mr. Walsh disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Thomas M. Walsh, CPA
Thomas M. Walsh & Associates, LLC
5074 West Library Avenue, Suite 600
Bethel Park, PA 15102
Telephone: (412) 831-1040
Facsimile: (412) 831-1867
About Clark Renovations
Clark Renovations, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
24-20062) on Jan. 9, 2024, with as much as $1 million in both
assets and liabilities.
Judge Gregory L. Taddonio oversees the case.
The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro Valencik as
legal counsel and Thomas M. Walsh & Associates, LLC as accountant.
COTIVITI INC: Moody's Assigns 'B2' CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
a B2-PD probability of default rating to Cotiviti, Inc. in
connection with its announced acquisition by affiliates of
investment firms KKR & Co. Inc. and Veritas Capital. At the same
time, Moody's assigned a B2 rating to the company's proposed backed
senior secured first lien bank credit facilities, consisting of a
$5 billion term loan due 2031 and $600 million revolving credit
facility expiring in 2029. The outlook is stable. Cotiviti is a
provider of healthcare payment data analytics and services to
healthcare payors and providers.
Proceeds from the proposed $5 billion term loan and new common
equity will fund the leveraged buyout of the company, including
repayment of the company's existing debt, fund balance sheet cash
at close, and pay related fees and expenses. Moody's will withdraw
all of the existing Verscend Holding Corp. ratings upon close of
the transaction and the repayment of its existing debt
obligations.
All ratings are subject to Moody's review of the final terms and
conditions of the proposed financing.
Moody's considers governance a key driver in this rating action
given Cotiviti's concentrated private ownership and financial
policies that Moody's expects will include the potential for
debt-funded acquisitions or dividends.
RATINGS RATIONALE
Cotiviti's B2 CFR reflects the company's high debt to EBITDA
leverage, estimated to be 6.3x (Moody's adjusted) at September 30,
2023, pro forma for the proposed financing, that Moody's expects
will decline given revenue growth and increasing profitability to
approach the low-5x range by the end of 2025. The rating is
supported by the company's strong market position as a healthcare
payment technology and solutions platform to healthcare payers and
providers. Moody's anticipates that Cotiviti's large revenue scale
in pre- and post- medical-claims-accuracy solutions will experience
tailwinds from an increasingly complex healthcare payment
environment, higher claim volumes from an aging population, and
increased enrollment volumes in Medicare Advantage plans by seniors
in the US. The company has strong Moody's adjusted EBITDA, long
tenured customers and high customer retention rates estimated at
99%. Moody's expects revenue growth in the high single digits in
2024 that is supported by growth in healthcare spending and
increased complexity in the US healthcare payments system that will
drive demand for payment solutions. The company has moderate
barriers to entry, including proprietary algorithms and
entrenching/interfacing of technology with customer platforms.
Moody's considers the healthcare payments integrity market to be
competitive and evolving. The company's largest direct competitor,
Change Healthcare Holdings LLC, was acquired in 2022 by Optum (a
division of UnitedHealth Group Incorporated, A2 stable),
solidifying it as an industry leader with significant financial
resources. Customer concentration is high, however, Moody's
recognizes that nearly half of people in the US are insured by only
five insurers, making customer concentration a function of the
industry structure. Moreover, the largest clients tend to remain
for over a decade, with each of them typically having numerous,
discrete contracts outstanding, with multiple end-dates.
All financial metrics cited reflect Moody's standard adjustments.
Moody's views Cotiviti's liquidity profile as very good, as
demonstrated by a cash balance of $200 million pro forma at close
of the transaction and $600 million of availability under its new
revolver. Moody's expects free cash flow will be around $170
million in 2024 and improve to $270 million in 2025 as earnings
grow and interest rates moderate. The company has capital
expenditure requirements of around 7% of revenue. The first lien
revolver will be subject to a maximum 10x net first lien leverage
covenant when revolver utilization is at least 50%. Moody's expects
that the company would remain well in compliance with the covenant
if tested.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of $865 million and 100% of EBITDA,
plus unlimited amounts equal to or less than either a 5.75x first
lien leverage ratio test, or the first lien leverage ratio
immediately prior to such incurrence. There is an inside maturity
sublimit up to the greater of $1,730 million and 200% of EBITDA of
incremental term facility and/or incremental equivalent facility,
along with any amounts incurred in connection with permitted
acquisitions and other investments. There are no "blocker"
provisions which prohibit the transfer of specified assets to
unrestricted subsidiaries. There are no express protective
provisions prohibiting an up-tiering transaction. Net cash proceeds
from non-ordinary course asset sales in an amount up to the greater
of $865 million and 100% of EBITDA may be used to make restricted
payments in addition to reinvestment rights.
The B2 rating assigned to the senior secured credit facilities is
the same as the B2 CFR given the facilities represent the
preponderance of the company's debt, The credit facility has a
first priority security interest in substantially all assets of the
borrower.
The stable rating outlook reflects Moody's expectation that
Cotiviti will sustain organic revenue in a high single digit range,
debt to EBITDA below 6.5x and about $170 million of free cash flow
in 2024. The outlook also anticipates that Cotiviti will maintain
an acquisitive growth strategy that may be funded using incremental
debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if debt to EBITDA leverage is
sustained below 5x, EBITDA less capex to interest approaches 2x and
if free cash flow as a percentage of debt is sustained in the high
single-digits.
A ratings downgrade could result if Moody's anticipates debt to
EBITDA will be sustained above 6.5x, EBITDA less capex to interest
below 1.25x, if revenue or profitability decline, of if free cash
flow is lower than Moody's expects.
Cotiviti, Inc., headquartered in, South Jordan, Utah, provides data
analytics and services to healthcare insurance payors and
healthcare providers that enable those customers to drive financial
performance. Financial sponsors KKR and Veritas are co-owners.
Moody's expects the company will generate approximately $1.75
billion in revenue in 2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
COTIVITI INC: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned a 'B' issuer credit rating to Verscend
Holding Corp. (operating as Cotiviti Inc.).
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's first-lien debt. The
recovery rating reflects our expectation of meaningful (50%-70%;
rounded estimate: 60%) recovery in the event of payment default.
"The stable outlook reflects our expectation that the company will
grow revenues in the mid- to high-single-digit area, sustain its
healthy EBITDA margin profile, and maintain S&P Global
Ratings-adjusted leverage between 6x and 7x in 2024. The stable
outlook also reflects an improving cash flow profile, leading to
free operating cash flow (FOCF)/debt of 3% in 2024."
Private equity sponsors KKR & Co. Inc. and Veritas Capital Fund
Management L.L.C have entered into a definitive agreement to
acquire Cotiviti Inc., a leading provider of payment integrity
solutions to health care payors.
The 'B' rating reflects Cotiviti's leadership position in the payor
payment solutions industry, attractive value proposition, and
above-average profitability. Cotiviti is a leading provider of
payment integrity, risk adjustment, and analytics-driven solutions
to health care payors in the U.S. The company has a solid customer
base of over 300 clients, including all of the top 25 largest U.S.
health care insurers. The company has long tenured relations with
its clients, supported by retention rates near 99%. Additionally,
we view positively the predictability of its tech-enabled top-line
growth. Furthermore, the link its solutions have to medical loss
ratio improvements for insurance providers highlight the value
proposition of its solutions, offering as much as $9 billion of
savings and recoveries in 2022. Also, Cotiviti's margin profile is
strong compared to its peers and others in the health care
information technology (IT) space. Partially offsetting these
factors is the company's concentration in the health care payor
market and ensuing customer concentration.
S&P said, "The rating also reflects our expectation for S&P Global
Ratings-adjusted leverage in the 6x-7x range over the next two
years. Upon closure of the transaction, we expect adjusted leverage
to be 6.2x in 2024. Adjusted leverage may potentially decline over
the next 18 months as the company grows revenue and EBITDA
organically, though we expect, given its financial-sponsor
ownership, the company will likely pursue an aggressive financial
policy including acquisitions that will keep its leverage high.
Previously, we rated the company as Verscend Holding II Corp. and
its leverage was higher as a result of approximately $1.2 billion
of preferred stock we treated as debt, which will be paid off as a
part of the proposed transaction."
High single-digit top-line growth based on growing volumes, new
client wins, and cross-selling opportunities. With the end of the
public health emergency in May of 2023, and improving utilization
levels, payors have renewed their focus on utilization management
and payment integrity. Health insurers have cited rising medical
costs and utilization metrics in their latest earnings and S&P
believes this dynamic, along with the continuously increasing
complexity in the health care system, would lead to healthy demand
for Cotiviti's service offerings and enable it to generate
mid-high-single digit organic revenue growth. In addition, the
combination of the company's pre-pay and post-pay (retrospective)
offerings allows it to become increasingly efficient with new
edits, integrating post-pay information into the pre-pay offering.
S&P's base-case forecast assumes incremental margin improvement
over the next two years fueled by a favorable mix shift as pre-pay
solutions, which are generally less labor intensive, make up a
large part of organic growth. Also, we anticipate labor cost
reductions from offshoring and operational cost improvements driven
by automation largely focused on its Risk Adjustment solutions to
improve its margin profile. These positive factors are partially
offset by elevated investments in sales and marketing and research
and development (R&D) to stimulate organic growth.
Despite subdued cash flows in 2023, industry tailwinds, operational
strategies, and lower interest cost burden should improve cash flow
prospects. Through the first three quarters of 2023, free cash flow
has been muted relative to prior years primarily related to higher
interest expenses given its exposure to floating-rate debt. In
January of this year, the company fully repaid its $325 million
second-lien term loan which, together with a lower base rate on its
new first-lien term loan should result in interest cost savings of
about $50 million. This improvement together with S&P's expectation
for EBITDA expansion supports its expectation of FOCF/debt of about
3% in 2024 and above 4% in 2025.
S&P said, "The stable outlook reflects our expectation that the
company will increase its revenue in the mid- to high-single-digit
range, maintain its healthy EBITDA margin profile, and sustain S&P
Global Ratings-adjusted leverage between 6x and 7x in 2024. The
stable outlook also reflects an improving cash flow profile,
leading to FOCF/debt of 3% in 2024.
"We could lower the rating on Cotiviti if leverage increases to
above 8x and FOCF decreases below $75 million on a sustained basis.
This could occur if the company pursues debt-funded acquisitions or
dividends. It could also occur if the company experiences customer
attrition (possibly the loss of certain large health care payers),
or if its competition increases pressuring EBITDA margins.
"We could raise our rating on Cotiviti if we expect it will sustain
S&P Global Ratings-adjusted debt to EBITDA below 6x with FOCF to
debt of 5% or above. Under this scenario, we would expect the
business to continue strengthening its market position through
organic growth while maintaining healthy EBITDA margins."
CYTODYN INC: Registers Up to 141.02M Shares for Possible Resale
---------------------------------------------------------------
Cytodyn, Inc. filed a Form S-3 registration statement with the
Securities and Exchange Commission relating to the resale of up to
35,792,347 shares of its common stock, par value $0.001 per share,
and 105,226,752 shares of its common stock underlying certain
warrants, by the selling stockholders. The selling stockholders may
sell all or a portion of the Shares from time to time, in amounts,
at prices and on terms determined at the time of sale.
The Company is not selling any shares of its Common Stock under
this prospectus and will not receive any proceeds from the sale of
these Shares by the selling stockholders. It will, however, receive
proceeds from any warrants that are exercised through the payment
of the exercise price in cash. The Company will bear all other
costs, fees and expenses incurred in effecting the registration of
the Shares covered by this prospectus. All selling and other
expenses incurred by the selling stockholders will be borne by the
selling stockholders.
The Company is registering the offer and sale of the Shares
pursuant to certain registration rights granted to the selling
stockholders. The registration of these Shares does not necessarily
mean that any of the Shares will be offered or sold by the selling
stockholders. The timing and amount of any sale is within the sole
discretion of the selling stockholders.
A full-text copy of the Prospectus is available at
http://tinyurl.com/2p3se6t3
About CytoDyn Inc.
Headquartered in Vancouver, Washington, CytoDyn Inc. --
http://www.cytodyn.com-- is a clinical stage biotechnology company
focused on the clinical development and potential commercialization
of its product candidate, leronlimab, which is being studied for
MASH, MASH-HIV, solid tumors in oncology, and other HIV
indications. The Company's focus is on implementing a therapeutic
development and commercialization pathway for leronlimab through an
approach that is opportunistic and minimizes the amount of Company
capital needed for the creation of value by identifying strategies
that are time- and cost-effective and support the creation of
non-dilutive financing opportunities, such as license agreements
and co-development or strategic partnerships.
CytoDyn reported a net loss of $79.82 million for the year ended
May 31, 2023, compared to a net loss of $210.82 million for the
year ended May 31, 2022. As of Nov. 30, 2023, the Company had $9.24
million in total assets, $123.62 million in total liabilities, and
a total stockholders' deficit of $114.38 million.
San Jose, California-based Macias Gini & O'Connell LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated Sept. 13, 2023, citing that the
Company incurred a net loss of approximately $70,146,000 for the
year ended May 31, 2023, and has an accumulated deficit of
approximately $832,012,000 through May 31, 2023, which raises
substantial doubt about its ability to continue as a going concern.
DIAMOND CLEAN: L. Todd Budgen Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a
practicing attorney in Longwood, Fla., as Subchapter V trustee for
Diamond Clean of Orlando, LLC.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About Diamond Clean of Orlando
Diamond Clean of Orlando, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00501) on
February 1, 2024, with up to $50,000 in assets and $50,001 to
$100,000 in liabilities.
Judge Grace E. Robson oversees the case.
Cole Branson, Esq., at Branson Law represents the Debtor as
bankruptcy counsel.
DUSOBOX CORP: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Region 21 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Dusobox
Corporation.
The committee members are:
1. Express Employment Professionals, Inc.
Attn: David Sellari
2411 Sand Lake Road
Orlando, FL 32809
Phone: (407) 240-7633 Ext. 7010
Email: david.sellari2@expresspros.com
2. J M Fry Company
Attn: Jim Moncure
4329 Eubank Road
Richmond, VA 23231
Phone: (804) 815-9957
Email: jim.moncure@jmfryinks.com
3. Meredith-Webb Printing Company, Inc.
Attn: Donald D. Joyner
334 N. Main Street
Burlington, NC 27217
Phone: (336) 228-8378
Email: djoyner@meredithwebb.com
c/o E. Lawson Brown Jr., Esq.
The Veron Law Firm, P.A.
P.O. Box 2958
Burlington, NC 27216
Phone: (336) 227-8851
Email: elb@vernonlaw.com
4. Sustainable Corrugated, LLC
Attn: Tammy F. Francis
2852 Five Springs Road
Dalton, GA 30720
Phone: (828) 400-3619
Email: tfrancis@jacksonpaper.net
c/o Alan Rosenburg, Esq.
Markowitz, Ringel, Trusty & Hartog, P.A.
101 Northeast Third Avenue, Suite 1210
Ft. Lauderdale, FL 33301
Phone: (305) 670-5000
Email: arosenburg@mrthlaw.com
5. Hood Container Corporation
Attn: Betty Kirschbaum
2727 Paces Ferry Road
Bldg. 1 Suite 1850
Atlanta, GA 30339
Phone: (904) 239-9272
Email: Betty.kirschbaum@hoodcontainer.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Dusobox Corporation
Dusobox Corporation is a designer, engineer and manufacturer of
custom corrugated display solutions and product packaging. It is
based in Orlando, Fla.
Dusobox filed Chapter 11 petition (Bankr. M.D. Fla. Case No.
24-00391) on Jan. 29, 2024, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
Judge Tiffany P. Geyer oversees the case.
Michael A. Nardella, Esq., at Nardella & Nardella, PLLC is the
Debtor's legal counsel.
EAGLE BAR: Seeks to Hire Johnson, Berg & Saxby as Special Counsel
-----------------------------------------------------------------
Eagle Bar Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Montana to employ Johnson, Berg & Saxby PLLP as
special counsel.
The Debtor needs a special counsel to provide general counseling
about the litigation entitled Eagle Bear Inc. et al. vs. The
Blackfeet Indian Nation et al., Cause No. 4:21-cv-00088, in the
Montanta U.S. District Court, with the Blackfeet Indian Nation at
the Blackfeet Tribal Court.
Shane St. Onge, Esq., an associate at Johnson, Berg & Saxby, will
be billed at an hourly rate of $180, plus reimbursement for
expenses incurred.
Mr. Onge 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:
Shane St. Onge, Esq.
Johnson, Berg & Saxby, PLLP
P.O. Box 3038
Kalispell, MT 59903
Telephone: (406) 755-5535
Facsimile: (406) 756-9436
Email: jbslaw@jbsattorneys.com
About Eagle Bear
Eagle Bear, Inc., operates RV (Recreational Vehicle) Parks and
recreational camping ground resort. It is based in St. Mary, Mont.
Eagle Bear filed Chapter 11 petition (Bankr. D. Mont. Case No.
22-40035) on May 23, 2022, with up to $10 million in both assets
and liabilities. Susan Brooke, president of Eagle Bear, signed the
petition.
Judge Benjamin P. Hursh oversees the case.
The Debtor tapped Patten, Peterman, Bekkedahl and Green, PLLC as
bankruptcy counsel; Johnson, Berg & Saxby, PLLP as special counsel;
and Holmes & Turner as accountant.
EBIX INC: Ascension Steps Down as Committee Member
--------------------------------------------------
The U.S. Trustee for Region 6 disclosed in a court filing that
Ascension Growth & Innovation Strategies resigned from the official
committee of unsecured creditors in the Chapter 11 cases of Ebix,
Inc. and its affiliates.
Ascension had reached a critical vendor agreement with Ebix and as
part of that agreement will not be retaining general unsecured debt
claims.
The remaining members of the committee are:
1. Black Dragon Capital
c/o Christopher Ducanes, General Counsel
6400 W. Boynton Beach Blvd. #740486
Boynton, FL 33474
Phone: (305) 539-9415
Email: cducanes@blackdragoncap.com
2. Amadeus IT Group, S.A.
c/o Abraham Goodwin, Senior Legal Counsel
c/o Darryl S. Laddin, Esq.
Arnall Golden Gregory LLP
171 17th St., NW, Ste. 2100
Atlanta, GA 30363
Phone: (404) 873-8120
Email: abraham.goodwin@amadeus.com
3. Zakipoint Health
Ramesh Kumar, CEO
One Broadway
Cambridge, MA 02142
Phone: (857) 383-1574
Email: ramesh.kumar@zakipointhealth.com
About Ebix Inc.
Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta,
Ga., and it supplies software and electronic commerce solutions to
the insurance industry. With approximately 200 offices across six
continents, Ebix, (NASDAQ: EBIX) endeavors to provide on-demand
infrastructure exchanges to the insurance, financial services,
travel and healthcare industries.
Ebix and its affiliates filed Chapter 11 petitions (Bankr. N.D.
Texas Lead Case No. 23-80004) on Dec. 17, 2023. At the time of the
filing, Ebix reported between $500 million and $1 billion in both
assets and liabilities.
Judge Scott W. Everett oversees the cases.
The Debtors tapped Sidley Austin, LLP as bankruptcy counsel;
Alixpartners, LLP as financial advisor; and Jefferies, LLC as
investment banker. Omni Agent Solutions, Inc. is the claims
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 McDermott Will & Emery, LLP.
ELEMENT CONSTRUCTION: Unsecureds to Recover Between 10% & 15%
-------------------------------------------------------------
Element Construction Corporation filed with the U.S. Bankruptcy
Court for the District of Idaho a Plan of Reorganization under
Subchapter V dated February 6, 2024.
Justin Hubble founded Element Construction Corporation in 2019.
Justin has worked in residential construction his entire adult
life. Element built the first 12 of 28 townhomes and sold them all
by the end of 2021, on the first tier.
Construction of the next eight townhomes began in early 2022. By
October of that year, interest rates began to climb and
subsequently, sales rapidly declined. All throughout 2023, Justin
made every effort to resolve issues with Level Capital to get the
project back on track. All attempts were unsuccessful. Level
Capital began the foreclosure process and obtained a Trustee Sale
date in November 2023.
The second tier consists of 8 units. Three were sold prior to the
bankruptcy proceeding, leaving 5 to be sold. The remaining units
are between 80% and 85% complete. One unit was sold after the
bankruptcy was filed leaving 4 units to be sold.
The third tier consists of 8 units. Four of the units have
foundations poured and four units are bare lots. There have been no
sales of these units. The Debtor also owns four parcels of real
property in Idaho City. Two parcels are constructed single family
residences. One home is currently under contract with a sale date
of February 20, 2024. The second property is currently marketed,
and it is anticipated there will be a sale contract on or before
April 30, 2024.
Finally, Debtor is acting as a general contractor providing
services for a project known as Elderberry in Ada county. The
debtor does not have any equity or other ownership in that project
and is only action as a general contractor. Debtor will commit any
projected disposable income from this project to pay Unsecured
Creditors. It is anticipated this project will finish By the end of
the summer 2024.
General Unsecured Creditors will be paid after Priority, and
Administrative claims. It is estimated that the General Unsecured
Class of creditors will receive approximately $499,744.00. This is
based on $553,244.00 sales proceeds after closing costs and payment
to secured creditors, minus an estimated $53,500.00 in estimated
administrative expenses. The gross sales prices for the real
properties are an estimate and the market will dictate the eventual
sales process.
The Debtor scheduled $2,399,537.50 in unsecured claims. Certain
Creditors that were scheduled as Disputed filed claims totaling
$480,100.00, and two claims were filed unexpectedly high (Claims 25
and 26 are a combined $1.31mm, which is more $830,000, more than
Debtor's scheduled values.) The total General Unsecured Creditor
class to be paid on a pro rata basis is $3,710,175.00. It is
estimated the percentage to be paid to General Unsecured Creditors
is between 10% and 15%.
Debtor shall make payments from future income of the Debtor, and
from the proceeds of the sale of Real Property located in Idaho
City, Boise County, Idaho, including Lots 65, 71 and 72. It is
anticipated these sales will generate approximately $533,000.00.
Debtor currently has $24,000 on hand from the sale of Lot 17 from
Echelon Ridge.
The Debtor's financial projections show that the Debtor will have
an aggregate annual average cash flow, after paying operating
expenses and post- confirmation taxes, of $553,244.00. The final
Plan payment is expected to be paid on or before December 31, 2024.
In addition to the proceeds of the sales of real property, any
disposable income from the Elderberry Property will also be used to
pay to the General Unsecured Creditors.
A full-text copy of the Plan of Reorganization dated February 6,
2024 is available at https://urlcurt.com/u?l=LI7I6q from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Patrick J. Geile, Esq.
Foley Freeman, LLC
953 S. Industry Way
Meridian, ID 83642
Tel: (208) 888-9111
Fax: (208) 888-5130
Email: pgeile@foleyfreeman.com
About Element Construction Corp.
Based in Meridian, Idaho, Element Construction Corporation filed
voluntary Chapter 11 petition (Bankr. D. Id. Case No. 23-00602) on
Nov. 9, 2023, with up to $50,000 in assets and $1 million to $10
million in liabilities. Gary L. Rainsdon serves as Subchapter V
trustee.
Judge Noah G. Hillen oversees the case.
Foley Freeman, PLLC is the Debtor's legal counsel.
EMCORE CORP: Incurs $5.7 Million Net Loss in First Quarter
----------------------------------------------------------
EMCORE Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $5.68 million on $24.12 million of revenue for the three months
ended Dec. 31, 2023, compared to a net loss of $11.7 million on
$19.98 million of revenue for the three months ended Dec. 31,
2022.
As of Dec. 31, 2023, the Company had $135.19 million in total
assets, $59.75 million in total liabilities, and $75.44 million in
total shareholders' equity.
"We have recently experienced losses from our operations and used a
significant amount of cash, amounting to a net loss of $5.7 million
and net cash outflows from operations of $1.8 million for the three
months ended December 31, 2023, and we expect to continue to incur
losses and use cash in our operations in the near term. As a
result of our recent cash outflows, we have taken actions to manage
our liquidity and plan to continue to do so. As of December 31,
2023, our cash and cash equivalents totaled $21.2 million,
including restricted cash of $0.5 million and we had $7.2 million
available under our Credit Agreement," EMCORE said.
"We are evaluating the sufficiency of our existing balances of cash
and cash equivalents, cash flows from operations, and amounts
expected to be available under our Credit Agreement, together with
additional actions we could take including further expense
reductions and/or potentially raising capital through additional
debt or equity issuances, or from the potential monetization of
certain assets. However, we may not be successful in executing on
our plans to manage our liquidity, including recognizing the
expected benefits from our previously announced restructuring
program, or raising additional funds if we elect to do so, and as a
result substantial doubt about our ability to continue as a going
concern exists," the Company said.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0000808326/000080832624000010/emkr-20231231.htm
About Emcore
EMCORE Corporation -- https://www.emcore.com -- is a provider of
inertial navigation products for the aerospace and defense markets.
The Company leverages industry-leading Photonic Integrated Chip
(PIC), Quartz MEMS, and Lithium Niobate chip-level technology to
deliver state-of-the-art component and system-level products across
its end-market applications. EMCORE has vertically-integrated
manufacturing capability at its facilities in Alhambra, CA, Budd
Lake, NJ, Concord, CA, and Tinley Park, IL.
Irvine, California-based KPMG LLP, the Company's auditor since
2010, issued a "going concern" qualification in its report dated
Dec. 27, 2023, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
ETTA SCOTTSDALE: Seeks Approval to Hire Kudan Group as Broker
-------------------------------------------------------------
Etta Scottsdale, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Kudan
Group, Inc. as broker.
The Debtor requires a broker to assist in the marketing and sale of
the businesses of Etta Bucktown, LLC, 1840 North Ave. Corp, Etta
Scottsdale, LLC, Etta River North, LLC and Aya Bakery, LLC.
The firm will be compensated as follows:
(i) No Sale or Sale with total consideration less cure costs
of up to $600,000: Reimbursement of actual expenses up to $10,000.
(ii) Sale with total consideration less cure costs from
$600,000 to $850,000: additional commission of the greater of (i)
$10,000 or (ii) 12 percent of amounts over $600,000.
(iii) Sale with total consideration less cure costs from
$850,000 to $1,050,000: additional commission of 10 percent of
amounts over $850,000.
(iv) Sale with total consideration less cure costs from
$1,050,000 to $1,250,000: additional commission of 8 percent
amounts over $1,050,000.
(v) Sale with total consideration less cure costs above
$1,250,000: additional commission of 3 percent of amounts over
$1,250,000.
Brian Laskov, the managing broker at Kudan Group, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Brian Laskov
Kudan Group, Inc.
566 W. Lake St., Suite 225
Chicago, IL 60661
Telephone: (312) 575-0480
Email: brian@kudangroup.com
About Etta Scottsdale
Etta Scottsdale, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10063) on January 18,
2024, with $100,001 to $500,000 in assets and $1,000,001 to $10
million in liabilities.
Judge Karen B. Owens oversees the case.
Maria Aprile Sawczuk, Esq., at Goldstein & Mcclintock, LLLP
represents the Debtor as legal counsel.
EVOKE PHARMA: Closes $7.5 Million Public Offering
-------------------------------------------------
Evoke Pharma, Inc. announced that it has closed an underwritten
public offering led by Nantahala Capital Management, with
participation by other fundamental investors, for gross proceeds of
up to $30 million, which included an initial upfront funding of
approximately $7.5 million, prior to deducting underwriting
discounts and commissions and estimated offering expenses.
"We are pleased to have closed this offering with these
fundamental, healthcare-oriented institutional investors," stated
Evoke Pharma Chief Executive Officer Dave Gonyer. "With the
momentum we're experiencing in new prescribers and prescriptions
and our continued capital efficient infrastructure, we expect that,
based on our current operating plan, our existing cash and cash
equivalents, future cash flows from net product sales, along with
the initial net proceeds from this offering should be sufficient to
fund our operations for the next 12 months. The combination of new
commercial programs and distribution gives us the confidence to
continue to gain new GIMOTI prescribers and increase prescriptions,
fills, and revenue of GIMOTI with the goal of attaining
profitability for the company. We are committed to driving
long-term shareholder value, and we believe that honing in on our
current strategies and being capital efficient will allow us to
operate a sustainable, profitable specialty pharmaceutical
business."
The offering was comprised of (i) 11,029,411 shares of common stock
(or pre-funded warrants in lieu thereof), (ii) 11,029,411 Series A
Warrants with an initial exercise price of $0.68 per share and a
term of five years following the issuance date, (iii) 11,029,411
Series B Warrants with an exercise price of $0.68 per share and a
term of nine months following the issuance date and (iv) 11,029,411
Series C Warrants with an exercise price of $0.68 per share and a
term of five years following the issuance date, subject to early
expiration. The Series C Warrants may only be exercised to the
extent and in proportion to a holder of the Series C Warrants
exercising its Series B Warrants, and are subject to an early
expiration of nine months, in proportion and only to the extent any
Series C Warrants expire unexercised.
The combined price per share of common stock, Series A Warrant,
Series B Warrant and Series C Warrant was $0.68, totaling $7.5
million in initial gross proceeds to the Company. If the Series A
Warrants are exercised in full, the Company would receive an
additional $7.5 million in gross proceeds. If the Series B
Warrants are exercised in full, the Company would receive an
additional $7.5 million in gross proceeds. If the Series C
Warrants are exercised in full, the Company would receive an
additional $7.5 million in gross proceeds; thus if all warrants are
exercised in full the total gross proceeds to the Company including
the initial upfront funding would be $30 million.
Evoke intends to use the net proceeds from the public offering for
working capital and general corporate purposes. Evoke may also use
a portion of the net proceeds, together with its existing cash and
cash equivalents, to in-license, acquire, or invest in
complementary businesses, technologies, products or assets;
however, Evoke has no current commitments or obligations to do so.
Craig-Hallum and Laidlaw & Company (UK) Ltd. acted as joint
book-running managers for the offering.
The securities described above were offered by Evoke pursuant to a
registration statement on Form S-1 (File No. 333-275443) previously
filed and declared effective by the Securities and Exchange
Commission (SEC). The offering was made only by means of a written
prospectus and prospectus supplement that formed a part of the
registration statement. A final prospectus supplement relating to
the offering was be filed with the SEC and is available on the
SEC's website at www.sec.gov. Alternatively, copies of the final
prospectus supplement relating to this offering may be obtained
from Craig-Hallum Capital Group LLC, Attention: Equity Capital
Markets, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402,
by telephone at (612) 334-6300 or by email at prospectus@chlm.com;
or from Laidlaw & Company (UK) Ltd., Attention: Syndicate
Department, 521 Fifth Avenue, 12th Floor, New York, NY 10175, or by
email at syndicate@laidlawltd.com.
About Evoke Pharma
Headquartered in Solana Beach, California, Evoke Pharma, Inc. --
http://www.evokepharma.com-- is a specialty pharmaceutical company
focused primarily on the development of drugs to treat GI
disorders
and diseases. The Company is developing Gimoti, a nasal spray
formulation of metoclopramide, for the relief of symptoms
associated with acute and recurrent diabetic gastroparesis.
Evoke Pharma reported a net loss of $8.22 million for the year
ended Dec. 31, 2022, compared to a net loss of $8.54 million for
the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had
$7.85 million in total assets, $8.73 million in total liabilities,
and a total stockholders' deficit of $873,775.
San Diego, California-based BDO USA, LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated March 21, 2023, citing that the Company has suffered
recurring losses and negative cash flows from operations since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
"Management concluded that there is substantial doubt about our
ability to continue as a going concern. This doubt about our
ability to continue as a going concern for at least twelve months
from the date of issuance of the financial statements could
materially limit our ability to raise additional funds through the
issuance of new debt or equity securities or otherwise. Future
reports by our independent registered accounting firm on our
financial statements may also include an explanatory paragraph with
respect to our ability to continue as a going concern. We have
incurred significant losses since our inception and have never been
profitable, and it is possible we will never achieve profitability.
We believe, based on our current operating plan, that our cash and
cash equivalents as of September 30, 2023 of approximately $6.0
million, as well as future cash flows from net sales of Gimoti,
will be sufficient to fund our operations into at least the first
quarter of 2024. This estimate of cash runway could be shortened
if there are any significant increases in planned spending on
commercialization activities, including for marketing and
manufacturing of Gimoti, and our selling, general and
administrative costs to support operations, including as a result
of any termination of the Eversana Agreement. As of September 30,
2023, Eversana and Evoke each has the right to terminate the
Eversana Agreement based on net profit under the agreement being
negative for two consecutive calendar quarters, or the Net Profit
Quarterly Termination Right, which right either party may exercise
for a 60-day period following the end of the quarter. Eversana and
Evoke will continue to have the option to exercise this termination
right for the 60-day period following the end of future quarters so
long as the net profit under the agreement remains negative for
consecutive quarters. If the Net Profit Quarterly Termination
Right is exercised, the outstanding principal and interest under
the Eversana Credit Facility would be due within 90 days after the
effective date of such termination. This would materially and
adversely affect our near-term liquidity needs and cash runway,"
said Evoke Pharma in its Quarterly Report for the period ended
Sept. 30, 2023.
EXTERIOR CONSTRUCTION: Case Summary & Eight Unsecured Creditors
---------------------------------------------------------------
Debtor: Exterior Construction Services, Inc.
13229 C Street
Omaha, NE 68144
Business Description: The Debtor is a gutter, roofing, and siding
Company in Omaha, NE.
Chapter 11 Petition Date: February 14, 2024
Court: United States Bankruptcy Court
District of Nebraska
Case No.: 24-80090
Judge: Hon. Brian S. Kruse
Debtor's Counsel: Patrick Patino, Esq.
PATINO KING AND YOST, L.L.C.
12020 Shamrock Plaza Suite 200
Omaha NE 68154
Tel: (402) 401-4050
Email: patrick@patinoking.com
Total Assets: $249,892
Total Liabilities: $1,800,145
The petition was signed by Brandt R. Karstens, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/7PLJATI/Exterior_Construction_Services__nebke-24-80090__0001.0.pdf?mcid=tGE4TAMA
FAB WEST SALOON: John-Patrick Fritz Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 16 appointed John-Patrick Fritz as
Subchapter V trustee for Fab West Saloon, LLC.
Mr. Fritz will be paid an hourly fee of $695 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred. The compensation for his trustee administrators
(Jason Klassi, Linda Riess and Connie Ray) is $300 per hour.
Mr. Fritz declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
John-Patrick M. Fritz
Levene, Neale, Bender, Yoo & Golubchik, L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Telephone: 310-229-1234
Facsimile: 310-229-1244
About Fab West Saloon
Fab West Saloon, LLC is a bar/saloon in Long Beach, Calif., engaged
in selling food and alcohol.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10820) on January
2, 2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Joseph N. Mirkovich, managing member,
signed the petition.
Judge Barry Russell oversees the case.
Vanessa M. Haberbush, Esq., at Haberbush, LLP represents the Debtor
as legal counsel.
FARZAN ALAMIRAD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Farzan Alamirad, D.D.S. Inc.
d/b/a Gentle Biodentistry
7138 Shoup Ave., Suite B7
West Hills, CA 91307
Business Description: Gentle Biodentistry is a provider of dental
care to the families located in the West
Hills, California, area. Gentle
Biodentistry treats all ages and provides
comprehensive oral solutions catered to its
patients' needs.
Chapter 11 Petition Date: February 14, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-10226
Debtor's Counsel: Matthew D. Resnik, Esq.
RHM LAW, LLP
17609 Ventura Blvd.
Ste 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
Email: matt@rhmfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Farzan Alamirad as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/UZX6URA/Farzan_Alamirad_DDS_Inc__cacbke-24-10226__0001.0.pdf?mcid=tGE4TAMA
FHT RENTAL: Seeks to Hire Modesto Bigas Mendez as Legal Counsel
---------------------------------------------------------------
FHT Rental, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Puerto Rico to employ Modesto Bigas Mendez, Esq.,
an attorney practicing in Ponce, Puerto Rico, to handle its Chapter
11 case.
Mr. Mendez will be billed at his hourly rate of $250, plus
reimbursement for expenses incurred.
The Debtor paid the attorney a retainer of $5,000.
Mr. Mendez disclosed in a court filing that he is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The attorney can be reached at:
Modesto Bigas Mendez, Esq.
Modesto Bigas Law Office
P.O. Box 7462
Ponce, PR 00732
Telephone: (787) 844-1444
Facsimile: (787) 842-4090
Email: mbiasmendez@gmail.com
About FHT Rental
FHT Rental, Inc., a company in Ponce, P.R., filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case
No. 24-00296) on Jan. 30, 2023, with up to $50,000 in assets and up
to $10 million in liabilities. Felix A. Torres Garcia, president,
signed the petition.
Modesto Bigas Mendez, Esq., serves as the Debtor's counsel.
FIG & FENNEL: Seeks to Extend Plan Exclusivity to June 14
---------------------------------------------------------
Fig & Fennel at MIA, LLC and affiliates asked the U.S. Bankruptcy
Court for the Southern District of Florida to extend the exclusive
periods during which only the debtors may file a chapter 11 plan
and solicit acceptances thereof to June 14, 2024 and August 13,
2024, respectively.
The Debtors assert that the Court should extend the Exclusive
Periods by 120 days to afford the Debtors the time needed to
finalize an exit strategy that aligns with market and industry
conditions that have changed over the past few months. This Exit
Strategy will, in turn, form the basis for the Debtors' plan of
reorganization and strategy for emergence from these Chapter 11
cases.
The Debtors further assert that they still need more time to
reorganize as they are still in the process of analyzing which of
their leases and executory contracts to assume or reject and are
still seeking out alternative forms of plan funding and potential
debtor-in-possession financing. The Debtors intend to use the
extension of the Exclusive Periods to finalize the processes so
that they can form and negotiate a Chapter 11 plan of
reorganization, informed by a viable Exit Strategy, with key
constituents of the Debtors.
Moreover, through these Chapter 11 cases, the Debtors have
communicated regularly with key stakeholders, including Newtek
Small Business Finance LLC, the Debtors' senior secured lender, the
United States Trustee, and the Court to keep interested parties
apprised of developments in these Chapter 11 cases.
Finally, the extended timeline will enable the Debtors to build
consensus on a plan of reorganization. Allowing other stakeholders
to propose competing Chapter 11 plans at this juncture, before the
Debtors finalize their Exit Strategy and have had a chance to try
to build consensus around a Chapter 11 plan, will be chaotic and
detrimental to the restructuring process.
Co-Counsel for the Debtors:
Peter E. Shapiro, Esq.
SHAPIRO LAW
8551 West Sunrise Boulevard
Plantation, FL 33322
Telephone: (954) 315-1157
Email: pshapiro@shapirolawpa.com
- and -
Robert L. Rattet, Esq.
Max DuVal, Esq.
John D. Molino, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue
New York, NY 10158
Telephone: (212) 557-7200
Email: rlr@dhclegal.com
mdv@dhclegal.com
jdm@dhclegal.com
About Fig & Fennel at MIA, LLC
Fig & Fennel at MIA, LLC and affiliates are owners and operators of
restaurants offering a broad selection of grab-and-go sandwiches,
salads, bowls, snacks, desserts, and more.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18515) on
October 18, 2023. In the petition signed by Robert Siegmann,
manager, the Debtor disclosed $2,956,271 in total assets and
$523,057 in total liabilities.
Judge Scott M. Grossman oversees the case.
Adam Leichtling, Esq., at Lapin & Leichtling, LLP, represents the
Debtor as legal counsel.
FOX TWO: Unsecured Creditors to Split $150K in Subchapter V Plan
----------------------------------------------------------------
Fox Two, LLC filed with the U.S. Bankruptcy Court for the Middle
District of Tennessee a Chapter 11 Plan of Reorganization under
Subchapter V dated February 6, 2024.
The Debtor was formed in 2022, and is a custom installer of
conveyor systems, and Vincent Cooper, the principal of the real
estate development.
The Debtor usually works on contract at a time, concentrating its
effort, to finish one matter at a time. It entered into an
agreement to work on an installation with Richard Wilcox and is
currently owed nearly $500,000.00.
In order to complete the contract, the Debtor took out merchant
cash advance loans since it had expended all of its collateral.
Richard Wilcox, towards the end of the contract, elected not to pay
the Debtor. The Debtor has commenced litigation against Richard
Wilcox as a means to sell the real estate and pay creditors in
full.
This Plan of Reorganization proposes to pay the creditors of the
Debtor from cash flow from business operations and future income of
the Debtor.
Class 5 consists of the allowed unsecured claims not entitled to
priority. The claims in this class shall be paid a pro-rate
distribution of $150,000.00 commencing on the effective date of the
plan, payable at the rate of $250.00 per month, until the total
amount specified herein has been paid.
The Debtor anticipates the funds to meet the plan payments shall
come from the daily operations of the Debtor's installation.
A full-text copy of the Plan of Reorganization dated February 6,
2024 is available at https://urlcurt.com/u?l=5ktb9n from
PacerMonitor.com at no charge.
Debtor's Counsel:
Steven L. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
908 Harpeth Valley Place
Nashville, TN 37221
Tel: 615-256-8300
Fax: 615-255-4516
Email: slefkovitz@lefkovitz.com
About Fox Two
Fox Two, LLC is a custom installer of conveyor systems formed in
2022.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-04109) on Nov. 8,
2023, with $235,265 in assets and $1,612,375 in liabilities.
Vincent Cooper, chief manager, signed the petition.
Judge Marian F. Harrison oversees the case.
Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz represents the
Debtor as legal counsel.
FREE SPEECH: Seeks to Hire Harold "Hap" May PC as Co-Counsel
------------------------------------------------------------
Free Speech Systems, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Harold "Hap"
May, PC to serve as co-counsel with the Law Offices of Ray
Battaglia, PLLC.
The Debtor requires legal counsel to assist in strategizing with
regards to its reorganization plan, addressing claims and causes of
action, and prosecuting confirmation of the plan, including
assisting with the discovery process.
The hourly rates of the firm's attorneys and staff are as follows:
Harold "Hap" May $600
Contract Senior Counsel $350
Associate Attorneys $250
Support Staff $50 - $150
In addition, the firm will seek reimbursement for expenses
incurred.
The firm requires a retainer of $50,000.
Mr. May 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:
Harold May, Esq.
Harold "Hap" May, PC
1500 S. Dairy Ashford, Suite 325
Houston, TX 77077
Telephone: (281) 407-5609
Facsimile: (832) 201-7675
Email: faxhap.may@May-Firm.com
About Free Speech Systems
Free Speech Systems, LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. It is a family-run business founded by Alex
Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news or talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the Internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by its
chief restructuring officer, W. Marc Schwartz, Free Speech Systems
reported assets and liabilities between $50 million and $100
million.
Melissa A. Haselden has been appointed as Subchapter V trustee.
Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on Dec.
2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.
FSS tapped Raymond William Battaglia, Esq., at the Law Offices of
Ray Battaglia, PLLC and Harold "Hap" May, PC as legal counsels and
Evident Tax, LLC as tax consultant. Red Balloon, LLC is tapped as
executive recruiter.
The Law Offices of Ray Battaglia, PLLC and Crowe & Dunlevy, P.C.,
led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan,
and Antonio Ortiz, are representing Alex Jones.
GAFC SERVICES: Hires Andres Gabriel Gonzalez Orengo as Realtor
--------------------------------------------------------------
GAFC Services, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Andres Gabriel Gonzalez
Orengo, a realtor based in Puerto Rico.
The Debtor needs a realtor to assist in the sale of its real
property located at Barrio San Anton, Carolina, P.R.
The realtor will receive a commission of 4 percent of the
property's selling price.
Mr. Gonzalez Orengo 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 realtor can be reached at:
Andres Gabriel Gonzalez Orengo
1407 Ashford Ave.
San Juan, PR 00907
Telephone: (787) 243-3121
Email: andresgonzalezorengo@gmail.com
About GAFC Services
GAFC Services, LLC owns two properties in Puerto Rico valued at
$1.98 million.
GAFC Services filed Chapter 11 petition (Bankr. D.P.R. Case No.
23-02567) on August 18, 2023, with $2,245,501 in assets and
$1,565,422 in liabilities. Juan Carlos Arocha, president, signed
the petition.
Judge Mildred Caban Flores oversees the case.
Jacqueline Hernandez, Esq., at Hernandez Law Offices represents the
Debtor as bankruptcy counsel.
GALLERIA 2425: Trustee Hires Shannon & Lee as Bankruptcy Counsel
----------------------------------------------------------------
Christopher Murray, the trustee appointed in the Chapter 11 case of
Galleria 2425 Owner, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Shannon & Lee,
LLP.
The trustee requires legal counsel to provide assistance in the
proper administration of this Chapter 11 case.
The hourly rates of the firm's attorneys and staff are as follows:
Kyung S. Lee $900
Robert J. Shannon $700
Associate Attorneys $300 - $650
Paralegals $150 - $250
Legal Assistants $75 - $100
In addition, the firm will seek reimbursement for expenses
incurred.
Robert Shannon, Esq., an attorney at Shannon & Lee, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert J. Shannon, Esq.
Shannon & Lee LLP
Pennzoil Place
700 Milam Street, Suite 1300
Houston, TX 77002
Telephone: (713) 714-5770
Email: rshannon@shannonleellp.com
About Galleria 2425 Owner
Galleria 2425 Owner, LLC is a single asset real estate as defined
in 11 U.S.C. Section 101(51B).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-34815) on Dec. 5,
2023, with $10 million to $50 million in assets and $50 million to
$100 million in liabilities. Dward Darjean, manager, signed the
petition.
Judge Jeffrey P. Norman oversees the case.
The Debtor tapped James Q. Pope, Esq., at The Pope Law Firm as
bankruptcy counsel.
Christopher Murray, the Chapter 11 trustee, is represented by
Shannon & Lee, LLP.
GOL LINHAS: BNY Mellon Appointed as New Committee Member
--------------------------------------------------------
The U.S. Trustee for Region 2 appointed The Bank of New York Mellon
as new member of the official committee of unsecured creditors in
the Chapter 11 cases of GOL Linhas Aereas Inteligentes S.A. and its
affiliates.
As of Feb. 13, the members of the committee are:
1. SMBC Aviation Capital Limited
IFSC House, IFSC
Dublin 1, Ireland
Attn: Shane Matthews
Tel: 353 1 859 9000
shane.matthews@smbc.aero
2. WWTAI AirOpCo II DAC
c/o FTAI Aviation LLC
415 West 13th St., 7th Fl.
New York, NY 10014
Attn: Stacy Kuperus, Chief Portfolio Officer
Tel: 332 239 7604
skuperus@ftaiaviation.com
3. Genesis Aircraft Services Limited
7th Floor Block I, Central Park,
Leopardstown, Dublin 18, D18 HCP5, Ireland
Attn: Anna Reimers, Chief Legal Officer
Tel: +353 1 525 0999
areimers@genesis.aero
4. Honeywell International
855 S. Mint St.
Charlotte, NC 28202
Attn: Dieter Hase, Assistant Treasurer
Tel: 980 326 9337
dieter.hase@honeywell.com
5. Inframerica Concessionaria do Aeroporto de Brasilia S.A.
Area especial s/n. Lago Sul, Brasilia, Distrito Federal
Brasil, CEP 71608-900
Attn: Valter Barcellos Costa, Legal Officer
Tel: +55 61 3214-6932
vcosta@inframerica.aero
6. Sindicato Nacional dos Aeronautas (SNA)
Brazil, Sao Paulo SP
Rua Barao de Goiania, n#76
Congonhas 04612-020
Attn: Henrique Hacklaender, President
Tel: +55 11 5090-5100
presidencia@aeronautas.org.br
7. The Bank of New York Mellon
Corporate Trust – Default Administration Group
240 Greenwich Street
New York, NY 10286
Attn: Alex Chang, Vice-President
Tel: 212-815-2816
alex.chang@bnymellon.com
About Gol Linhas
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program 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 and its affiliates and subsidiaries
voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 24-10118) on Jan. 25, 2024. As of the bankruptcy filing,
the Debtors estimated $1 billion to $10 billion in both assets and
liabilities.
Judge Martin Glenn oversees the cases.
The Debtors tapped Milbank, LLP as bankruptcy counsel; Seabury
Securities, LLC as restructuring advisor, financial advisor and
investment banker; Alixpartners, LLP as financial advisor; and
Hughes Hubbard & Reed, LLP as aviation counsel. Kroll
Restructuring Administration, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
GOL LINHAS: Hogan Lovells Represents Secured Notes Ad Hoc Group
---------------------------------------------------------------
In the Chapter 11 cases of GOL Linhas Aereas Inteligentes S.A., et
al., the Gol 2026 Senior Secured Notes Ad Hoc Group filed a
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure.
The Ad Hoc Group consists of holders of the 8.00% senior secured
notes due 2026 issued by Gol Finance (Luxembourg).
Hogan Lovells does not undertake to represent the interests of any
creditor, party in interest, or other entity other than the Gol
2026 Senior Secured Notes Ad Hoc Group. No member of the Gol 2026
Senior Secured Notes Ad Hoc Group represents or purports to
represent any other member, or other person, in connection with the
Debtors' chapter 11 cases.
In addition, each member of the Gol 2026 Senior Secured Notes Ad
Hoc Group (a) does not assume any fiduciary or other duties to any
other member of the Gol 2026 Senior Secured Notes Ad Hoc Group or
any other person and (b) does not purport to act or speak on behalf
of any other member of the Gol 2026 Senior Secured Notes Ad Hoc
Group or any other person in connection with these chapter 11
cases.
The names and addresses of each of the members of Gol 2026 Senior
Secured Notes Ad Hoc Group, together with the nature and amount of
the disclosable economic interests held by each of them in relation
to the Debtors, are as follows:
1. Global Investment Opportunities ICAV
Arkaim Advisors Ltd
35 Shelbourne Rd, Ballsbridge,
Dublin, D04 A4E0, Ireland
* $5,500,000.00 of the 8.00% Senior Secured Notes due
2026 issued by Gol Finance (Luxembourg) (the "Gol 2026
SSNs")
2. Seamrog Distressed Credit and Special Situations Sub-
Fund
FPP Asset Management,
Berkeley Square House,
Berkeley Square, Mayfair
W1J 6DB, London, United Kingdom
* $9,335,000.00 of the Gol 2026 SSNs
* $2,598,293.00 of the 11.50% Senior Secured Notes due
2028 issued by Abra Global Finance (the "Abra SSNs")
3. ICU Trading Ltd
ICU Trading Ltd
Petoussis Building, 18
Evagora Papachristoforou,
Office 101B, 3030, Limassol, Cyprus
* Gol 2026 SSNs ($5,000,000.00)
* Abra SSNs ($2,363,250.00)
4. Plenisfer Investments SGR S.p.A.
The Stable Yard
58-60 Petty France London
SW1H 9EU United Kingdom
* Gol 2026 SSNs ($21,564,000.00)
5. Varde Partners
901 Marquette Avenue South,
Suite 3300
Minneapolis, MN 55402
* Gol 2026 SSNs ($20,881,000.00)
6. Avenue Capital Management II, L.P.
11 West 42nd Street, 9th
Floor New York, NY 10036
* Gol 2026 SSNs ($10,000,000.00)
7. Contrarian Capital Management, LLC
411 West Putnam Ave, Suite
425, Greenwich, CT 06830
* Gol 2026 SSNs ($7,523,000.00)
8. Julius Baer Fixed Income Emerging Markets Corporate
Multicooperation SICAV, 25
Grand-Rue, L-1661 Luxembourg
* Gol 2026 SSNs ($4,300,000.00)
9. Shiprock Capital Master Fund LP
C/O Walkers Corporate Limited,
190 Elgin Avenue,
George Town, Cayman,
KY1-9008, KY
* Gol 2026 SSNs ($8,497,000.00)
10. Livello Capital Special Opportunities Master Fund LP
C/O Livello Capital Management LP
104 West 40th Street 19th Floor
NY, NY 10018
* Gol 2026 SSNs ($7,125,000.00)
11. Sandglass Capital Advisors LLC (as Investment Adviser
on behalf of the Sandglass Funds)
1133 Broadway, Suite 1528,
New York, NY 10010
* Gol 2026 SSNs ($9,280,000.00)
* Abra SSNs ($13,227,329.00)
12. IPG Investment Advisors, LLC
501 West Broadway, Suite
1350, San Diego, CA, 92101
* Gol 2026 SSNs ($3,485,000.00)
Counsel to the Gol 2026 Senior Secured Notes Ad Hoc Group:
HOGAN LOVELLS US LLP
John D. Beck, Esq.
Pieter Van Tol, Esq.
Jennifer Y. Lee, Esq.
390 Madison Avenue
New York, New York 10017
Telephone: (212) 918-3000
Facsimile: (212) 918-3100
Email: john.beck@hoganlovells.com
pieter.vantol@hoganlovells.com
jennifer.lee@hoganlovells.com
– and –
David P. Simonds, Esq.
Edward J. McNeilly, Esq.
1999 Avenue of the Stars, Suite 1400
Los Angeles, California 90067
Telephone: (310) 785-4600
Facsimile: (310) 785-4601
Email: david.simonds@hoganlovells.com
edward.mcneilly@hoganlovells.com
About Gol GOLL4.SA
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program 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.
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.
GOTO GROUP: S&P Downgrades ICR to 'SD' on Distressed Exchange
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
software company GoTo Group Inc. (formerly LogMeIn) to 'SD'
(Selective Default) from 'CCC+'.
At same time, S&P lowered its issue-level ratings on the existing
secured term loans and bonds to 'D' from 'CCC+'.
The downgrade follows the pervasive effects of the debt
restructuring on the capital structure. The below par debt exchange
affected substantially all the company's funded debt. S&P estimates
approximately 72% of total funded debt outstanding was exchanged
for a mix of first-lien, first-out, and first-lien, second-out term
loans and secured bonds due 2028. The exchange loans and bonds are
unrated. GoTo's existing $250 million revolving credit facility was
unaffected and was undrawn at the time of the exchange transaction.
This facility was canceled and replaced by a new first-lien secured
revolver expiring 2028.
Subsequently, the company announced a public exchange offer for the
remaining term loans and bonds that did not participate in the
initial offer. The nonparticipating debt collateral was
subordinated to the new exchange debt, and its covenants and other
protections and provisions under the existing debt documents were
amended and removed.
S&P said, "We expect remaining lenders will also exchange at a
discount to par. We view these transactions as tantamount to
default given that lenders received less than the original promise.
Additionally, we view a conventional default as a possibility given
the company's growth challenges, cash flow deficits, and elevated
debt to EBITDA of about 9.3x at Sept. 30, 2023.
"We expect to reassess the go-forward long-term issuer credit
rating upon completion of the private debt exchange. While the debt
restructuring will decrease debt to EBITDA by about 1x and extend
funded debt maturities by eight months, GoTo faces operation
uncertainty to stabilize the business and reverse free operating
cash flow (FOCF) deficits over the next one to two years.
Additionally, we expect the company will continue incurring
significant interest expense of about $240 million despite the
remedial effects of the debt restructuring."
Given the business pressures and elevated leverage, the company has
reduced cushion to absorb unexpected business underperformance. As
such we will reassess the company's pro forma credit profile and
capital structure to determine whether it remains unsustainable.
S&P continues to view GoTo as highly dependent on favorable
business and market conditions to meet its financial commitments
over the next couple of years.
HAWAIIAN HOLDINGS: Merger With Alaska Air Under Antitrust Review
----------------------------------------------------------------
Hawaiian Holdings, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company and
Alaska Air Group, Inc., a Delaware corporation, each received a
request for additional information and documentary material (the
"Second Request") from the Antitrust Division of the Department of
Justice in connection with the DOJ's review of the Merger.
As previously disclosed, on December 2, 2023, Hawaiian entered into
an Agreement and Plan of Merger with Alaska, and Marlin Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of
Alaska. The Merger Agreement provides for the merger of Marlin
Acquisition with and into Hawaiian, with Hawaiian continuing as the
surviving corporation of the Merger.
The issuance of the Second Request extends the waiting period under
the HSR Act until 30 days after both Hawaiian and Alaska have
substantially complied with the Second Request, unless the waiting
period is earlier terminated by the DOJ.
The Merger is conditioned on, among other things, the expiration or
early termination of the statutory waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and other required regulatory approvals.
Hawaiian and Alaska expect to promptly respond to the Second
Request and to continue working cooperatively with the DOJ as it
conducts its review of the Merger.
About Hawaiian Holdings
Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides
transportation services. As of September 30, 2023, Hawaiian
Holdings has $3,923,260 in total assets and $3,744,502 in total
liabilities.
* * *
On November 15, 2023, Egan-Jones Ratings Company retained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by Hawaiian Holdings.
ILIFF HOSPITALITY: Seeks to Hire Velarde & Yar as Legal Counsel
---------------------------------------------------------------
Iliff Hospitality, LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Mexico to employ Velarde & Yar to
handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Gerald R. Velarde $300
Joseph Yar $300
Scott Cargill $300
Paralegals $100
In addition, the firm will seek reimbursement for expenses
incurred.
Gerald Velarde, Esq., an attorney at Velarde & Yar, 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:
Gerald R. Velarde, Esq.
Joseph Yar, Esq.
Velarde & Yar
4004 Carlisle Blvd. NE, Suite S.
Albuquerque, NM 87107
Telephone: (505) 248-0050
Email: gvelarde@velardeyar.com
joseph@velardeyar.com
About Iliff Hospitality
Iliff Hospitality, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 24-10132)
on Feb. 12, 2024. In the petition signed by Dennis F. Gerlt,
manager, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge David T. Thuma oversees the case.
Velarde & Yar serves as the Debtor's counsel.
IMPEL PHARMACEUTICALS: Seeks to Hire Brandon Smith as Secretary
---------------------------------------------------------------
Impel Pharmaceuticals Inc. and Impel NeuroPharma Australia Pty.
Ltd. seek approval from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Brandon Smith, chief restructuring
officer and partner of Teneo Capital LLC, as their secretary.
As secretary, Mr. Smith shall report directly to the Debtors' board
of directors and consult with and obtain input from their
management team. Mr. Smith, as secretary, shall keep the board
fully apprised of his findings, plans, and activities.
Mr. Smith 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.
Mr. Smith can be reached at:
Brandon D. Smith
Teneo Capital LLC
280 Park Avenue, 4th Floor
New York City, NY 10017
Telephone: (212) 886-1600
About Impel Pharmaceuticals
Impel Pharmaceuticals Inc. is a commercial-stage pharmaceutical
company developing transformative therapies for people suffering
from diseases with high unmet medical needs. Impel offers
development opportunities that pair its proprietary POD technology
with well-established therapeutics. In September 2021, Impel
received U.S. FDA approval for its first product, Trudhesa nasal
spray, which is approved in the U.S. for the acute treatment of
migraine with or without aura in adults. On the Web:
https://impelpharma.com/
Impel Pharmaceuticals Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 23-80016) on
Dec. 20, 2023.
In the petition filed by its chief restructuring officer, Brandon
D. Smith, Impel Pharmaceuticals disclosed total assets of
$35,073,000 and total debt of $126,978,000 as of Sept. 30, 2023.
The case is overseen by the Honorable Bankruptcy Judge Stacey G.
Jernigan.
Impel is being advised by Moelis & Company LLC as its investment
banker; Teneo Capital LLC as its financial advisor; and Sidley
Austin, LLP and Fenwick & West, LLP as legal counsel. Omni Agent
Solutions is the claims agent.
IPWE INC: Hires Gellert Scali Busenkell as Legal Counsel
--------------------------------------------------------
IPwe, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Gellert Scali Busenkell & Brown, LLC
as counsel.
The firm will render these services:
(a) providing the Debtor with advice and preparing all necessary
documents regarding debt restructuring, bankruptcy and asset
dispositions;
(b) taking all necessary actions to protect and preserve the
Debtor's estate during the pendency of this Chapter 11 case;
(c) preparing on behalf of the Debtor, as debtor-in-possession,
all necessary motions, applications, answers, orders, reports and
papers in connection with the administration of this chapter 11
case;
(d) counseling the Debtor with regard to their rights and
obligations as debtor-in-possession;
(e) appearing in Court and to protect the interests of the
Debtor before the Court; and
(f) performing all other legal services for the Debtor which may
be necessary and proper in this proceeding.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Holly Miller, Esq., a member at Gellert Scali Busenkell & Brown,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Holly S. Miller, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
1628 John F. Kennedy Blvd., Suite 1901
Philadelphia, PA 19103
Telephone: (215) 238-0012
Email: hsmiller@gsbblaw.com
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 since 2018. 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.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10078) on Jan. 24,
2024, with $156,169 in assets and $7,292,376 in liabilities. Leann
M. Pinto, chief executive officer, signed the petition.
Judge Craig T. Goldblatt oversees the case.
Ronald S. Gellert, Esq., at Gellert Scali Busenkell & Brown, LLC
represents the Debtor as legal counsel.
JLK CONSTRUCTION: Updates Unsecured Claims Pay Details; Amends Plan
-------------------------------------------------------------------
JLK Construction, Inc., submitted a Third Amended Disclosure
Statement, as revised, for the Third Amended Plan.
The Debtor intends to remain in business and to pay monies to
creditors. General unsecured creditors are placed in Class 6 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.
Jesse Kagarice will continue to operate the Debtor's business
post-confirmation and he will acquire the equity in the Reorganized
Debtor. Post-confirmation, JLK will continue to maintain its
internal bookkeeping and will continue to use an outside accountant
firm.
JLK's financial position is better than it has been for a period of
years. JLK has healthy margins. Its costs are being kept under
control. Its P&L Statement for 2022 showed large financial losses
as compared to its post-petition positive net income. Exhibit "E"
also includes historical financial information for years 2020 and
2021. The business model is working and net income during the
bankruptcy case through November 30, 2023, was $836,433.56
(accrued).
The Debtor intends to reorganize and to pay a dividend to its
creditors.
Class 6 consists of General Unsecured Claims. 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. 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.
Mr. Kagarice shall infuse additional monies for the benefit of this
Class if he obtains the equity in the Reorganized Debtor. See Class
9's treatment for more information about the amounts of an infusion
and when monies will be paid.
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 (c) contributions which the Reorganized Debtor obtains from its
equity holder.
A full-text copy of the Revised Third Amended Disclosure Statement
dated February 8, 2024 is available at
https://urlcurt.com/u?l=Q3uDmY from PacerMonitor.com at no charge.
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
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.
KIDDE-FENWAL: Plan Exclusivity Period Extended to March 10
----------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended Kidde-Fenwal Inc.'s exclusive
periods to file their plan of reorganization, and solicit
acceptances thereof to March 10, 2024 and May 8, 2024,
respectively.
As shared by Troubled Company Reporter, Judge Silverstein entered
an order on Dec. 12, 2023, approving bid procedures in connection
with the sale of all or substantially all of the Debtor's assets.
Judge Silverstein overruled objections from a committee of
unsecured creditors that asked to delay the timeline until after
mediation over liability for injuries allegedly caused by its
firefighting foam products.
Counsel to the Debtor:
Andrew G. Dietderich, Esq.
Suzanne S. Bettman, Esq.
Sullivan & Cromwell, LLP
125 Broad Street
New York, NY 10004
Tel: (212) 558-4000
Fax: (212) 558-3588
Email: dietdericha@sullcrom.com
martons@sullcrom.com
- and -
Derek C. Abbott, Esq.
Andrew R. Remming, 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
Email: dabbott@morrisnichols.com
aremming@morrisnichols.com
dbutz@morrisnichols.com
tmann@morrisnichols.com
sjones@morrisnichols.com
About Kidde-Fenwal, Inc.
Kidde-Fenwal Inc. -- https://www.kidde-fenwal.com/ -- manufactures
fire protection systems. It offers products such as fire control
systems, explosion aircraft protection, laser-based smoke detection
devices, electronic gas ignitions, and fire suppressions.
Kidde-Fenwal markets its products to mining, manufacturing,
education, and commercial sectors.
Kidde-Fenwal sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 23-10638) on May 14, 2023. In the
petition filed by its chief transformation officer, James
Mesterharm, the Debtor reported assets between $100 million and
$500 million and estimated liabilities between $1 billion and $10
billion.
The Debtor tapped Sullivan & Cromwell, LLP and Morris Nichols Arsht
& Tunnell, LLP as legal counsels; and Guggenheim Securities, LLC,
as investment banker. Stretto, Inc., is the claims and noticing
agent and administrative advisor.
KING WINDSHIELDS: Seeks to Hire Allan D. NewDelman as Legal Counsel
-------------------------------------------------------------------
King Windshields, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to employ Allan D. NewDelman PC
to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Allan D. NewDelman $475
Roberta J. Sunkin $395
Paralegal $150 - $200
Allan NewDelman, Esq., 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:
Allan D. NewDelman, Esq.
Allan D. NewDelman, PC
80 East Columbus Avenue
Phoenix, AZ 85012
Telephone: (602) 264-4550
Email: anewdelman@adnlaw.net
About King Windshields
King Windshields, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-00998) on Feb.
12, 2024, with up to $500,000 in assets and up to $10 million in
liabilities. Daniel Frederick, president, signed the petition.
Judge Brenda Moody Whinery oversees the case.
Allan D. NewDelman, Esq., at Allan D. NewDelman, PC represents the
Debtor as legal counsel.
KKR REAL ESTATE: Moody's Alters Outlook on 'Ba3' CFR to Negative
----------------------------------------------------------------
Moody's Investors Service has affirmed KKR Real Estate Finance
Trust Inc.'s ("KREF") Ba3 corporate family rating and KREF Holdings
X LLC's Ba3 backed senior secured bank credit facility rating.
Moody's changed the outlook to negative from stable.
RATINGS RATIONALE
KREF's Ba3 CFR reflects the company's adequate capitalization and
the strength of its competitive position resulting from its
affiliation with KKR & Co, its external manager. The ratings also
reflect the risks from its concentration in commercial real estate
(CRE) lending, its elevated problem loans from its office and
multifamily properties, its significant reliance on
confidence-sensitive secured funding, and its limited operating
history through a full credit cycle given the company's formation
in 2014.
The change in outlook to negative reflects the continued
deterioration in KREF's loan performance, operating losses, and
declining capitalization. The ratio of problem loans to gross
loans, which measures the proportion of portfolio with the weakest
internal risk rating (i.e., risk rated "5") grew to 6.88% as of
December 31, 2023, up from 6.24% as of September 30, 2023 and 6.55%
as of December 31, 2022. KREF also has four loans risk-rated "4"
(4.4% of gross loans), including three multifamily properties and
one office property.
These problem loans led the company to report an $18.7 million loss
in the fourth quarter of 2023 and a $53.9 million loss for all of
2023. The net losses were driven by a $49.5 million provision for
credit losses in the fourth quarter and a $175.1 million provision
for the full year, despite higher interest income on KREF's
floating-rate performing loans. As a result, the company recently
cut its dividend to $0.25 a share per quarter from $0.43 a share
per quarter.
KREF's capitalization, measured as tangible common equity to
tangible managed assets, fell to 18.6% as of December 31, 2023 from
19.06% as of September 30, 2023 and 20.1% as of December 31, 2022.
The company reported a total leverage ratio of 4.2x, 4.1x and 3.8x
over the same periods, respectively. KREF's current expected credit
loss (CECL) reserve rose to 2.88% of gross loans as of December 31,
2023 from 1.47% as of December 31, 2022.
KREF maintains adequate liquidity, with a cash balance of $136
million as of December 31, 2023 and total available liquidity
(which includes both cash and $450 million of corporate revolver
capacity available) of $630 million. The company also had a total
of $43 million in unencumbered assets, though its ability to raise
additional liquidity from the assets depends on lenders'
willingness to finance them. The company's refinancing risk is
mitigated by no corporate debt maturities in the next 12-24 months.
The largest such maturity – a $343 million secured term loan –
will mature in September 2027 (though with $875 thousand quarterly
principal payments due until maturity). Nevertheless, the company
is highly reliant on various secured borrowing facilities with $3.8
billion outstanding as of December 31, 2023.
The negative outlook reflects Moody's expectation that KREF will
continue to experience challenges with respect to asset quality and
earnings in the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the negative outlook, an upgrade of KREF's ratings is
unlikely at this time. However, the outlook could return to stable
if KREF demonstrates sustained asset quality improvement and
rebuilds its capitalization towards historical levels.
Over time, KREF's ratings could be upgraded if the company: 1)
strengthens its capital position, 2) improves its funding profile
by reducing its reliance on confidence-sensitive secured
borrowings, 3) demonstrates strong, predictable profitability, and
4) increases its business diversification while maintaining good
asset quality.
KREF's ratings could be downgraded if the company: 1) experiences
further deterioration in asset quality and profitability, 2)
weakens its capital position, or 3) weakens its liquidity profile,
for example by shrinking the amount of availability under its
secured borrowing facilities.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
LAN CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: LAN Construction LLC
5274 W SR 56
Jasper, IN 47546
Business Description: LAN provides foundation and concrete
solutions to customers in the Dubois County
and surrounding area.
Chapter 11 Petition Date: February 15, 2024
Court: United States Bankruptcy Court
Southern District of Indiana
Case No.: 24-70073
Judge: Hon. Andrea K Mccord
Debtor's Counsel: William P. Harbison, Esq.
SEILLER WATERMAN LLC
22nd Floor - Meidinger Tower
462 S 4th Street
Louisville, KY 4020
Tel: 502-584-7400
Fax: 502-583-2100
Email: harbison@derbycitylaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Luke Nordhoff as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/LHDVXSA/LAN_Construction_LLC__insbke-24-70073__0001.0.pdf?mcid=tGE4TAMA
LECHNER'S INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lechner's, Inc.
5274 State Road 56
Jasper, IN 47546
Business Description: The Debtor is a foundation, structure, and
building exterior contractor.
Chapter 11 Petition Date: February 15, 2024
Court: United States Bankruptcy Court
Southern District of Indiana
Case No.: 24-70074
Judge: Hon. Andrea K Mccord
Debtor's Counsel: William P. Harbison, Esq.
SEILLER WATERMAN LLC
22nd Floor - Meidinger Tower
462 S 4th Street
Louisville, KY 40202
Tel: 502-584-7400
Fax: 502-583-2100
Email: harbison@derbycitylaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Luke A. Nordhoff as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/LQNUIXQ/Lechners_Inc__insbke-24-70074__0001.0.pdf?mcid=tGE4TAMA
LIVING WATER: Case Summary & Two Unsecured Creditors
----------------------------------------------------
Debtor: Living Water Christian Assembly of Smyrne, Inc.
928-934 18th Avenue
Newark, NJ 07106
Business Description: Living Water is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: February 15, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-11438
Debtor's Counsel: Michael Schwartzberg, Esq.
MICHAEL SCHWARTZBERG
650 Bloomfield Avenue, Suite 100
Bloomfield, NJ 07003
Tel: 973-743-7733
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Fritz Sineus as Pastor, Sole Trustee and
CEO.
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/EOJMVCA/Living_Water_Christian_Assembly__njbke-24-11438__0001.0.pdf?mcid=tGE4TAMA
LUCKY PENNY: Seeks to Tap Latham, Luna, Eden & Beaudine as Counsel
------------------------------------------------------------------
The Lucky Penny Collectables, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ the
law firm of Latham, Luna, Eden & Beaudine, LLP to handle its
Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Daniel Velasquez, Esq. $275 - $425
Most Experienced Attorneys $485
Junior Paraprofessionals $105
Prior to the commencement of this case, the Debtor paid an advance
fee of $21,738 for services and expenses to be incurred.
Daniel Velasquez, Esq., an attorney at the law firm of Latham,
Luna, Eden & Beaudine, disclosed in a court filing that the firm is
a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Daniel A. Velasquez, Esq.
Latham, Luna, Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Telephone: (407) 481-5800
Facsimile: (407) 481-5801
Email: dvelasquez@lathamluna.com
About The Lucky Penny Collectables
The Lucky Penny Collectables, LLC operates online retails stores on
Amazon an Ebay which specialize in the sale of Disney and Universal
Studios branded items.
The Debtor filed Chapter 11 petition (Bankr. M.D. Fla. Case No.
24-00574) on Feb. 6, 2024. In the petition signed by Gabriele
Frontini, managing member, the Debtor disclosed up to $100,000 in
total assets and $1 million in total liabilities.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP
represents the Debtor as legal counsel.
MATTHEWS INTERNATIONAL: S&P Downgrades ICR to 'BB-', Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Pittsburgh-based Matthews International Corp. to 'BB-' from 'BB',
as it views the overall business, credit metrics, and financial
policy as more consistent with peers at the 'BB-' rating.
The outlook is negative, reflecting refinancing risk from the
December 2025 note maturity, which if not addressed springs the
revolving credit facility's maturity to September 2025, despite its
recent successful refinancing.
S&P said, "Our lower rating primarily reflects the increased risk
in the business due to difficult-to-predict results in the
industrial technologies segment and less diversification from SGK,
resulting in a business and credit metrics that are more comparable
to 'BB-' peers. The industrial solutions segment, especially the
fast-growing energy storage business, has underperformed our
expectations in the first quarter and is too unpredictable for
management to provide financial guidance for the year. The segment
has significant customer concentration, and the timing of orders is
uncertain due to the nascent status of the dry cell battery
manufacturing end market, which has not yet reached full commercial
status. The uncertainty in the business is impairing margins
because the segment's capacity reflects high growth expectations.
There is also risk that already booked orders take longer to
convert to revenue because a single large customer holds
significant power and can likely delay delivery. Although we do
expect the business to grow significantly in the next five years,
potentially larger than memorialization, as more electric vehicle
and battery manufacturers develop their own dry cell batteries, we
think its trajectory could be uneven and slower than expected as
customers navigate the challenges of the new technology. Matthews'
manufacturing equipment can likely also be applied to hydrogen fuel
cell batteries, but this technology is further behind dry cells."
The gradual decline in the SGK segment has reduced the overall
business' diversification, adding to the risk from variability in
industrial solutions. Industrial solutions now contributes nearly
equal revenue to SGK after a multiyear decline in the latter
business, which significantly underperformed expectations after
being acquired in 2014. Although S&P thinks SGK's performance has
mostly stabilized, the business' estimated 2024 revenue of $525
million does not provide as much diversification as when it was
generating about $800 million in 2015. SGK's decline was primarily
driven by the pricing power of its very large customers (mostly
manufacturers of consumer products), a decrease in demand from
shifting branding strategies, and a fairly commodity-like service
offering.
S&P said, "We see risk to our forecast due to the customer
concentration and uncertain timing of orders in the energy storage
business. This segment significantly underperformed our
expectations in the first quarter, and we have lowered our overall
forecast for 2024. For the year, we now expect essentially flat
revenue and a $10 million-$15 million decline in EBITDA, primarily
due to overcapacity in energy storage (in anticipation of future
demand) and elevated restructuring costs compared with 2023.
"The industrial technologies segment, which includes the energy
storage business, underperformed our expectations for the first
quarter due to delays in orders, and we expect full year EBITDA to
be about $15 million-$20 million below our previous forecast based
on low-single-digit percent revenue growth and significant margin
contraction due to the business' investment in potential future
growth.
"For memorialization, we expect flat to low-single-digit percent
revenue and EBITDA growth depending on the death rate, and we think
that volume declines can be mostly offset by pricing. Our forecast
reflects a low single-digit percent decline in deaths and fewer
casketed deaths, offset by modest pricing increases and higher
sales of urns and other funeral and cemetery products.
"We think SGK has bottomed out and that we should see revenue
flatten and EBITDA grow slightly from cost cutting. Global demand
for SGK's printing and digital marketing services has significantly
declined over the past five years or so, and the company competes
primarily on price.
"In addition, we believe Matthews has demonstrated a high risk
tolerance for its maturity profile.The effective maturity for
nearly all of the company's debt is within two years, despite the
recent successful refinancing of the revolving credit facility.
Matthews waited to extend its revolver (which is drawn by $521
million) until its maturity was nearly due within a year, which we
view as a sign of above-average risk tolerance. The new revolver
still has an effective maturity of September 2025 due to a
springing feature, and as the notes get closer to the December 2025
maturity, refinancing risk will increase due to exposure to factors
out of the company's control (e.g. geopolitical risk, capital
market conditions).
"The rating continues to reflect the company's diverse business and
good positions in its niche industries, but we also think margins
are relatively low and customers have significant pricing power.
Matthews consists of three largely unrelated businesses, which we
believe mitigates the risk of potential disruption to a single
market or product line. In addition, the company is concentrated in
North America (70% of 2022 revenue) but has some geographic
diversification from Europe. The exposure to Europe has recently
caused volatility from currency translation and a write-down of
assets due to the war between Russia and Ukraine, but longer term
should be a source of diversification. The company has leading
positions in all three niche segments. Partly offsetting credit
strengths, Matthews' adjusted EBITDA margins (11%-13%) are
relatively low given memorialization is fairly commoditized, SGK
brand-solutions has limited negotiating power with much larger
customers, and the industrial technologies do not have a
sustainable competitive advantage beyond scale and a first-mover
advantage, in our view.
"The outlook is negative because of refinancing risk with the
maturity of the unsecured notes in December 2025 and the effective
maturity of the revolver in September 2025 due to a springing
feature. Although the company recently extended its revolver
successfully, the refinancing of the notes could be exposed to
risks and delays outside of the company's control, given the notes
will be current in December 2024. The company's revolver does not
currently have the capacity to repay the notes.
"The outlook also reflects our base case expectation for flat
revenue in 2024 and S&P Global Ratings-adjusted EBITDA to decrease
$10 million-$15 million, resulting in adjusted debt to EBITDA of
4.6x, declining to 4.4x in 2025.
"We could lower the rating if Matthews did not refinance by late
2024, leading us to believe the revolver and notes would become
current, potentially pressuring the company's liquidity and
indicating that management's risk tolerance is higher than
expected.
"We could also consider a lower rating if we expected adjusted debt
to EBITDA sustained above 5x, likely due to a significant increase
in investment in the business or ongoing order delays. Even if
leverage remained below 5x, we could consider a lower rating if our
long-term expectations for the energy storage business deteriorated
due to the viability of the battery technology being less certain,
which would likely materialize as cancellations in the company's
backlog or lack of new bookings.
"If the revolver became current, we could consider a subsequent
negative rating action.
"We could consider revising the outlook to stable if the company
successfully extended its maturity profile and met our base case
expectations such that S&P Global Ratings-adjusted debt to EBITDA
were sustained between 4x and 5x.
"We could consider a higher rating if the maturity profile were
extended, and we expected adjusted debt to EBITDA to be sustained
in the 3x-4x range based on Matthews' track record and financial
policy."
MM MECHANICAL: Unsecured Creditors to Split $36K over 5 Years
-------------------------------------------------------------
MM Mechanical, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Wisconsin a Plan of Reorganization.
The Debtor is a Wisconsin limited liability corporation that was
incorporated on March 30, 2020, and whose principal business
offices are located at 4620 S Taylor Dr, Sheboygan, WI 53081.
The Debtor operates a Heating, Ventilating & Air Conditioning
Service ("HVAC") business, which provides both commercial and
residential service and installation.
With this Plan of Reorganization, the Debtor is seeking to stretch
out payments owed to the Local Funds and other creditors, while
reducing its total general unsecured debt to improve the cash flow
of the business. The Plan of Reorganization will maximize the
return for all interested parties as payments to creditors are
expected to exceed what would be received in a liquidation.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of about $36,000.
This is a five-year plan as payments to unsecured creditors will be
made quarterly over the next 60 months. If the Plan is confirmed
non-consensually under Section 1191(b) of the Bankruptcy Code, the
Debtor believes it is appropriate for the Court to order that,
pursuant to Section 1194(b) of the Bankruptcy Code, the Debtor may
make payments to creditors directly.
This Plan of Reorganization proposes to pay creditors of the Debtor
from the income generated by the Debtor's HVAC business.
Non-priority unsecured creditors holding allowed claims will
receive distributions totaling $36,000, which the Debtor has valued
at approximately 20 cents on the dollar. The amount available for
all general unsecured creditors will be not less than the amount
specified in the liquidation analysis.
Class 3 consists of Non-Priority Unsecured Claims. The claims of
all allowed general non-priority unsecured claims total
approximately $180,000 according to claims filed or scheduled as
undisputed, non-contingent, and liquidated. Debtor will pay a total
of $36,000 to all allowed general, non-priority, unsecured claims
beginning with quarterly installments of $1,200 on April 1, 2024
through April 1, 2025. Once the Union Contract expires, the Debtor
will make quarterly payments of $2,000 beginning on July 1, 2025
and ending on January 1, 2029. The payments will be distributed pro
rata to creditors in this class and the claims will not accrue
interest on the pre-petition balance.
The Debtor shall implement this Plan through the income generated
by the Debtor's HVAC business.
A full-text copy of the Plan of Reorganization dated February 6,
2024 is available at https://urlcurt.com/u?l=CnNgct from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
STROUD, WILLINK & HOWARD, LLC
John P. Driscoll, Esq.
SBN 1091318
About MM Mechanical, LLC
Wisconsin Sheet Metal Workers Health and Benefit Fund and several
other creditors of MM Mechanical, LLC filed involuntary Chapter 7
petition against the company (Bankr. E.D. Wisc. Case No. 23-23010)
on July 3, 2023. The petitioning creditors are represented by
Alexander Sterling. On Nov. 8, 2023, the case was converted to a
Chapter 11 Subchapter V case.
Judge Katherine M. Perhach oversees the case.
John P. Driscoll, Esq., at Krekeler Law, S.C. is the Debtor's
bankruptcy counsel.
MOBILE ADDICTION: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The U.S. Trustee for Region 20 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Mobile Addiction, LLC.
About Mobile Addiction
Mobile Addiction, LLC is a wholesaler of gadgets such as i-pads,
smartphones, tablets and computers. The company is based in
Wichita, Kansas.
Mobile Addiction filed Chapter 11 petition (Bankr. D. Kan. Case No.
24-10002) on January 2, 2024, with up to $500,000 in assets and up
to $10 million in liabilities. William E. Long, chief executive
officer, signed the petition.
Judge Dale L. Somers oversees the case.
Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represents the
Debtor as legal counsel.
MR. TORTILLA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mr. Tortilla, Inc.
1112 Arroyo Street, Suite 1
San Fernando, CA 91340
Business Description: The Debtor is in the business of bakeries
and tortilla manufacturing.
Chapter 11 Petition Date: February 14, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-10228
Judge: Hon. Victoria S. Kaufman
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Anthony Alcazar as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/YSVBNTI/Mr_Tortilla_Inc__cacbke-24-10228__0001.0.pdf?mcid=tGE4TAMA
MULLEN AUTOMOTIVE: Incurs $64 Million Net Loss in First Quarter
---------------------------------------------------------------
Mullen Automotive Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $63.99 million for the three months ended Dec. 31, 2023,
compared to a net loss of $378.46 million for the three months
ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $381.17 million in total
assets, $109.36 million in total liabilities, and $271.81 million
in total stockholders' equity.
The Company's principal source of liquidity consists of existing
cash and restricted cash of approximately $88.9 million as of
December 31, 2023. During the three months ended December 31,
2023, the Company used approximately $59.9 million of cash for
operating activities. The net working capital on December 31, 2023
amounted to approximately $47.1 million, or approximately $79.3
million after excluding derivative liabilities and liabilities to
issue stock that are supposed to be settled by issuing common stock
without using cash. For the three months ended December 31, 2023,
the Company has incurred a net loss of $64 million and, as of
December 31, 2023, our accumulated deficit was $1,923.6 million.
"These factors raise substantial doubt as to the Company's ability
to continue as a going concern. The Company is evaluating
strategies to obtain the required additional funding for future
operations. These strategies may include, but are not limited to,
obtaining equity financing, issuing debt, or entering other
financing arrangements, and restructuring of operations to grow
revenues and decrease expenses. However, given the impact of the
economic downturn on the U.S. and global financial markets, the
Company may be unable to access further equity or debt financing
when needed. As such, there can be no assurance that the Company
will be able to obtain additional liquidity when needed or under
acceptable terms, if at all. Therefore, there can be no assurance
that our plans will be successful in alleviating the substantial
doubt about our ability to continue as a going concern," Mullen
Automotive said.
Management Comments
Commenting on the results for the three months ended Dec. 31, 2023,
and recent Company developments, CEO and chairman David Michery
stated, "We are coming off our strongest quarter to date for
vehicle production and deliveries. For the three months ended Dec.
31, 2023, the Company delivered 231 vehicles. For the 12 months
ended Sept. 30, 2023, the Company delivered a total of 35 vehicles.
Our pivot to focus on commercial EVs last year was a strategic
move and has been paying off as we continue to see increased demand
across our CAMPUS, Class 1 and Class 3 EVs and PowerUP charging
trucks.
"Our net loss attributable to common stockholders after preferred
dividends was REDUCED from $376.9 million for the three-month
period ended Dec. 31, 2022, to $61.4 million for the three-month
period ended Dec. 31, 2023.
Michery continued, "At our Tunica plant, we continue to increase
our vehicle production capacity with two vehicle lines running
concurrently for both Class 1 and Class 3 vehicle assembly. Since
starting production, we have invoiced for 396 vehicles, totaling
$17.3 million. We now have CARB certification for both our Class 1
EV cargo van and Class 3 EV truck, enabling sales in all 50 states
across the U.S.
"In Fullerton, California, we continued to make progress at our
battery module and pack development facility with focus on reducing
our reliance on foreign battery components.
"In closing, we continue to make strong progress and advancement
across the commercial vehicle segment and entire EV industry
overall."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1499961/000155837024001064/muln-20231231x10q.htm
About Mullen
Mullen Automotive Inc., f/k/a Net Element Inc., is a Southern
California-based automotive company building the next generation of
electric vehicles that will be manufactured in two Company-owned
United States-based assembly plants. Mullen's EV development
portfolio includes the Mullen FIVE EV Crossover, Mullen Commercial
Class 1 and 3 EVs and Bollinger Motors, which features both the B1
and B2 electric SUV trucks and Class 4-6 commercial offerings. On
Sept. 7, 2022, Bollinger Motors became a majority-owned EV truck
company of Mullen Automotive, and on Dec. 1, 2022, Mullen closed on
the acquisition of Electric Last Mile Solutions' assets, including
all IP and a 650,000-square-foot plant in Mishawaka, Indiana.
Mullen Automotive incurred a net loss of $1.01 billion for the year
ended Sept. 30, 2023, a net loss of $740.32 million for the year
ended Sept. 30, 2022, and a net loss of $44.24 million for the year
ended Sept. 30, 2021. As of Sept. 30, 2023, the Company had $421.71
million in total assets, $148.90 million in total liabilities, and
$272.81 million in total stockholders' equity.
Larkspur, California-based RBSM LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
MWT ND GP: Seeks to Tap Ross, Smith & Binford as Bankruptcy Counsel
-------------------------------------------------------------------
MWT ND GP, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to employ Ross, Smith & Binford,
PC.
The Debtor requires legal counsel to:
(a) give advice concerning questions arising in the conduct of
the administration of the estate and concerning the Debtor's rights
and remedies;
(b) appear for, prosecute, defend, and represent the Debtor's
interest in suits or legal matters arising in or related to the
case;
(c) assist in the preparation of such pleadings, motions,
notices, and orders as are required for the orderly administration
of the Debtor's estates; and
(d) prepare, file, and prosecute confirmation of a Chapter 11
plan, in cooperation with the major constituencies in this case.
The hourly rates of the firm's attorneys are as follows:
Frances Smith $650
Elizabeth Wirmani $400
In addition, the firm will seek reimbursement for expenses
incurred.
Frances Smith, Esq., an attorney at Ross, Smith & Binford,
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:
Frances Smith, Esq.
Elizabeth Wirmani, Esq.
Ross, Smith & Binford, PC
700 N. Pearl Street, Suite 161
Dallas, TX 75201
Telephone: (214) 377-7879
Email: frances.smith@rsbfirm.com
elizabeth.wirmani@rsbfirm.com
About MWT ND GP
MWT ND GP, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30238) on January
29, 2024, with as much as $1 million in both assets and
liabilities.
Ross, Smith & Binford, PC serves as the Debtor's legal counsel.
MWT ND: Seeks to Tap Ross, Smith & Binford as Bankruptcy Counsel
----------------------------------------------------------------
MWT ND, LP seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Ross, Smith & Binford, PC.
The Debtor requires legal counsel to:
(a) advise and consult with the Debtor concerning questions
arising in the conduct of the administration of the estate and
concerning its rights and remedies;
(b) appear for, prosecute, defend, and represent the Debtor's
interest in suits or legal matters arising in or related to the
case;
(c) assist in the preparation of such pleadings, motions,
notices, and orders as are required for the orderly administration
of the Debtor's estates; and
(d) prepare, file, and prosecute confirmation of a Chapter 11
plan, in cooperation with the major constituencies in this case.
The hourly rates of the firm's attorneys are as follows:
Frances Smith $650
Elizabeth Wirmani $400
In addition, the firm will seek reimbursement for expenses
incurred.
Frances Smith, Esq., an attorney at Ross, Smith & Binford,
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:
Frances Smith, Esq.
Elizabeth Wirmani, Esq.
Ross, Smith & Binford, PC
700 N. Pearl Street, Suite 161
Dallas, TX 75201
Telephone: (214) 377-7879
Email: frances.smith@rsbfirm.com
elizabeth.wirmani@rsbfirm.com
About MWT ND LP
MWT ND, LP sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30234) on January
29, 2024, with up to $50 million in assets and up to $10 million in
liabilities.
Ross, Smith & Binford, PC serves as the Debtor's legal counsel.
NATIONAL TECHMARK: Case Summary & Five Unsecured Creditors
----------------------------------------------------------
Debtor: National Techmark Inc.
4965 SW 91st Terrace
Suite A
Gainesville FL 32608
Chapter 11 Petition Date: February 15, 2024
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 24-10031
Debtor's Counsel: Zachary Malnik, Esq.
THE SALKIN LAW FIRM P.A.
4735 Northwest 53rd Avenue
Gainesville FL 32653
Tel: 352-225-3920
Email: zachary@msbankrupt.com
Total Assets: $3,059,101
Total Liabilities: $1,715,610
The petition was signed by Oscar Rodriguez as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/TNDVMTA/National_Techmark_Inc__flnbke-24-10031__0001.0.pdf?mcid=tGE4TAMA
NB PARK PLAZA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: NB Park Plaza Provo, LLC
20 Enterprise, Suite 400
Aliso Viejo, CA 92656
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: February 13, 2024
Court: United States Bankruptcy Court
District of Utah
Case No.: 24-20568
Debtor's Counsel: George B. Hofman, Esq.
COHNE KINGHONR, P.C.
111 E. Broadway, 11th Floor
Salt Lake City, UT 84111
Tel: 801-363-4300
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tanya Muro, Manager of Nelson Brothers
Professional Real Estate, LLC.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download at PacerMonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/HXV2Q5I/NB_Park_Plaza_Provo_LLC__utbke-24-20568__0001.0.pdf?mcid=tGE4TAMA
NEURAGENEX TREATMENT: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The U.S. Trustee for Region 14 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Neuragenex Treatment Centers, LLC.
About Neuragenex Treatment Centers
Neuragenex was founded as a next generation chronic pain management
program, offering a better way to manage chronic pain that not only
relieves pain, but improves health and results in an enhanced and
magnified quality of life. Neuragenex is a non-pharmaceutical,
non-surgical, non-invasive, and non-chiropractic pain treatment
program.
Mesa-based Neuragenex Treatment Centers, LLC filed voluntary
Chapter 11 petition (Bankr. D. Ariz. Case No. 24-00631) on Jan. 26,
2024, with $18,097,382 in assets and $50,799,562 in liabilities.
William Bozeman, manager, signed the petition.
Christopher R. Kaup, Esq., at Tiffany & Bosco, P.A. represents the
Debtor as legal counsel.
NEWELL BRANDS: S&P Downgrades LT ICR to 'BB-', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.S.-based Newell Brands Inc. to 'BB-' from 'BB'. S&P also lowered
its issue-level rating on the company's unsecured notes to 'BB-'
from 'BB' and affirmed its '3' recovery (30%-50%; rounded estimate:
55%) rating and 'B' commercial paper rating. The outlook remains
negative.
The negative outlook reflects that S&P can lower its ratings over
the next few quarters if the company does not make progress toward
reducing leverage or does not generate at least $100 million of
free operating cash flow (FOCF).
The rating action reflects S&P's expectation for leverage to remain
over 5x for longer.
S&P said, "Newell's operating performance for fiscal 2023 is below
our prior expectations due to larger sales decline, inflation in
costs of goods sold, and high restructuring charges. Newell
finished fiscal 2023 with leverage above 6.5x (compared to our
5.5x-6.0x forecast) because revenue declined 14% and S&P Global
Ratings-adjusted EBITDA fell by about $500 million year over year.
We expect revenue to decline 8% in 2024, and for some EBITDA
improvements as some cost-savings are realized but given the
company's high debt burden S&P Global Ratings-adjusted debt to
EBITDA will still be over 5.5x in 2024. Newell has a publicly
stated net leverage financial policy target of 2.5x, which we do
not view as achievable over the next several years based on our
forecast.
"Our forecast for cash flow generation will not cover upcoming debt
maturities, especially the company's large maturity wall in 2026.
"Newell did beat our FOCF forecast for 2023, generating $646
million compared with our prior forecast of $582 million. The
strong cash flow generation reflects the winding down of its excess
inventory from fiscal 2022. Going forward we do not expect cash
flow generation to be as strong because the company now manages its
inventory levels to meet weaker demand for its discretionary
products. However, we still expect about $100 million of FOCF for
fiscal 2024, which is stronger than single 'B' category peers. The
inability to achieve at least that level of cash flow in 2024 could
weigh on the ratings."
However, Newell is still paying a sizeable dividend of $120 million
annually after reducing it last year from $400 million. Due to this
its discretionary cash flow (FOCF less dividends) is negative in
2024 and the company will have to use its revolver to fund its
upcoming debt maturities of $200 million of 4% senior unsecured
notes due in 2024. Newell also has $500 million of 4.875% senior
unsecured notes and $47 million of 3.90% senior unsecured notes due
in 2025 and a sizeable maturity of about $2 billion of 4.20% senior
unsecured notes due in 2026 that it will likely need to refinance
at higher rates, which will pressure its future cash flow
generation.
S&P said, "We lowered our assessment of Newell's business risk due
to its participation in mature categories with limited growth
prospects and ongoing restructuring.
"We project net sales will fall below $8 billion (8% decline year
over year) in fiscal 2024 after reporting $10.6 billion in sales in
fiscal 2021." Net sales declined about 11% in fiscal 2022 and 14%
in fiscal 2023 as demand trends from the pandemic reversed and high
inflation has led to lower discretionary income and spending.
Newell management's new strategy to focus on its top 25 brands and
top 10 markets and ongoing stock keeping unit (SKU) rationalization
will take time to yield results; it is unclear when Newell will
return to growth given the mature product categories in which it
operates.
Continued restructuring efforts by Newell raises questions over its
business strategy and the health of its underlying businesses, and
whether it can improve profitability. The company has restructured
often throughout its history to reduce costs, but programs have
consistently weighed on profitability making it hard to assess if
its cost structure has improved and is agile enough to flex during
weaker demand periods.
Newell announced another $75 million-$90 million restructuring
expense for 2024 to save $65 million-$90 million annually with the
majority to be realized in 2024. A large piece of the program is a
7% reduction in office headcount roles that comes just after the
company reduced its headcount by 13% in early 2023 for a
restructuring spend of $110 million-$130 million under project
Phoenix. Combined with a weaker top line and inflation, S&P Global
Ratings-adjusted EBITDA margins fell around 270 basis points in
2023 to 10% after falling 120 basis points in 2022 to 13.4% from
14.6% in 2021. S&P projects some rebound in 2024 as some savings
are realized and some costs come down. The company's outlook does
not incorporate any other programs, but given its history and
strategy it is unclear if more programs could be announced that
would further depress EBITDA.
Newell secured its revolving credit facility in order to obtain and
amendment which improves liquidity.
Newell obtained an amendment on its revolver. As part of the
agreement, the revolver converted to a secured facility from
unsecured and was lowered to $1 billion (down from $1.5 billion).
The smaller size reflects the decreased size of the company, and
availability under the revolver will be capped based off its new
asset coverage test and limitations on its senior notes indentures.
S&P said, "In our view, Newell would have breached its interest
coverage covenant in 2024 if it did not receive an amendment. The
company must now comply with an asset coverage ratio of greater
than 1.05x and a net leverage ratio starting at 7.5x with
step-downs. Under our current forecast, we expect the company to
maintain sufficient cushion on this covenant."
The negative outlook reflects that S&P could lower its ratings over
the next few quarters.
S&P could lower the rating if it believes leverage will be
sustained above 5x or if it forecasts FOCF will not be at least
$100 million in 2024. This could occur if:
-- Newell's operating performance suffers further due to a
pullback in orders from key retailers amid tough macroeconomic
conditions;
-- An extended period of high inflation or sharper-than-expected
drop in consumer spending hinders its ability to recover
operationally and sustain current credit metrics;
-- Newell prioritizes shareholder returns over debt reduction or
continues to spend on restructuring costs leading to less cash flow
available for debt repayment; or
-- Rising interest costs deteriorate cash flow metrics.
S&P could revise the outlook to stable if improving operating
performance and prudent financial policies enable Newell to sustain
leverage below 5x. This could occur if:
-- Its sales, earnings, and cash flow prospects improve because
consumer demand improves, and the company successfully creates and
innovates products to appeal to consumer preferences.
ONENERGY INC: To Implement Creditor Proposal Under BIA
------------------------------------------------------
ONEnergy Inc. ("ONEnergy" or the "Company") (NEX:OEG.H), on
Feb. 15 disclosed that the Company has received the approval of the
TSX Venture Exchange (the "Exchange") and will implement the
proposal ("Proposal") that was approved by the Ontario Superior
Court of Justice (the "Court") on January 23, 2024 pursuant to the
Bankruptcy and Insolvency Act (Canada) ("BIA").
Summary of Creditor Proposal
The Company's Proposal to its unsecured creditors will settle the
Company's unsecured outstanding liabilities in exchange for the
issuance of common shares of the Company, valued at no more than
100% of the Company's current market capitalization. The issuance
of common shares by the Company shall be full and final
satisfaction for all of the Company's unsecured claims and all
unsecured claims as against the Company will be forever released.
The total amount of debt to be settled upon the implementation of
the Proposal is $11,115,306.78. The total number of shares to be
issued will be 130,768,314 at a share price of $0.085. The share
price is based on the share price of the Company at the close of
business on May 30, 2023, the day prior to the filing date rounded
to the nearest whole number. Upon implementation of the Proposal,
the unsecured creditors will own up to eighty-four percent (84%) of
the Company, and Stephen J.J. Letwin will be a new Control Person
of the Company, as that term is defined in the TSX Venture Exchange
Corporate Finance Policy 4.3.
Creditors' Voted in Favour of the Proposal
On June 22, 2023, the Proposal was formally accepted by the
required majorities of creditors in number and value, pursuant to
the BIA. There were claims submitted by eleven (11) creditors with
an aggregate claim amount of $8,163,128. The claims submitted
represented a significant amount of the Company's creditors as the
aggregate of claim amount reflected on the Statement of Affairs was
$9,803,281. After deducting conflicting claims of $267,207 from
related parties Stephen J.J. Letwin and Ivan Bos, 100% of the
creditors representing $7,895,921 in amount owed, voted in favour
of accepting the Proposal.
Subsequent to the Meeting, there have been six additional claims,
with a total aggregate amount owed of $909,705.65. Five of these
creditors have voted in favour of the Proposal, with only one
abstaining. No one has opposed the Proposal.
Related Party
There are related party transactions as a result of the Proposal.
Specifically, Mr. Letwin and Mr. Bos, as directors of the Company,
have submitted nine claims, which are described in the below chart.
Not all of the claims were eligible for a vote due to a conflict:
Name of Creditor Amount Owing Number of Shares
---------------- ------------ ----------------
Stephen J.J. Letwin $161,000 1,894,118
Stephen J.J. Letwin $43,040 506,357
Stephen J.J. Letwin $4,490,000 52,823,529
Stephen J.J. Letwin $1,330,331 15,650,954
Sherkston Consulting
(Stephen J.J. Letwin) $120,000 1,411,765
Ivan Bos $63,167 743,137
2183319 Ontario Inc.
(Ivan Bos) $282,750 3,326,471
Bos Veterinary
Professional Corp. $750,000 8,823,529
Bos Veterinary
Professional Corp. $272,469 3,205,516
Shareholder Approval of the Proposal Not Required
Shareholder approval was not required for this debt-equity swap
Proposal. Section 186 of the Business Corporations Act (Ontario)
provides that a shareholder is not entitled to dissent for an order
made under the BIA, such as the Court Order approving the Proposal.
Consistent with the provisions in the Proposal, as the Company is
insolvent, there would be no recovery for shareholders in a
bankruptcy scenario. Existing shareholders therefore have no
economic interest in the reorganization, and shareholders are not
entitled to a vote on the Proposal or to dissent. The Proposal did
not require shareholder approval, and instead required a majority
of creditors to vote in favour, followed by Court approval.
The Proposal falls within the exemption provisions set out in
sections 5.7(1)(d) and 5.5(f)(i)-(iii) of the MI 61-101 Policy,
which provides an exemption for a Court Order approving a Proposal
of this nature.
The Company will apply to the Exchange for reinstatement of trading
on the NEX.
About ONEnergy Inc.
ONEnergy common shares are listed on the NEX Board of the TSX
Venture Exchange under the symbol "OEG.H". Material information
pertaining to ONEnergy may be found on SEDAR under the Company's
issuer profile at www.sedarplus.ca. ONEnergy's corporate website
may be found at www.onenergyinc.com.
OVER THE HILL: Seeks to Hire Jeffrey D. Shapiro as Accountant
-------------------------------------------------------------
Over the Hill Janitorial II, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ the firm
of Jeffrey D. Shapiro, CPA to prepare its monthly operating
reports.
Jeffrey Shapiro, a certified public accountant, will be paid at his
hourly rate of $125.
Mr. Shapiro 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.
Mr. Shapiro can be reached at:
Jeffrey D. Shapiro, CPA
2380 Route 9 S., Suite 12
Howell, NJ 07731
Telephone: (732) 252-6613
Facsimile: (732) 298-6314
Email: jeff@jeffreydshapirocpa.com
About Over The Hill Janitorial II
Over The Hill Janitorial II, LLC filed Chapter 11 petition (Bankr.
D.N.J. Case No. 24-10555) on Jan. 22, 2024, with as much as $1
million in both assets and liabilities. William Salley, member,
signed the petition.
The Debtor tapped Broege, Neumann, Fischer & Shaver, LLC as legal
counsel and Jeffrey D. Shapiro, CPA as accountant.
John C. Bircher, III was appointed as the Chapter 11 trustee in the
Debtor's case. The trustee tapped Davis Hartman Wright, LLP as
legal counsel and Williams Overman Pierce, LLP as accountant.
PINNACLE GRINDING: Nathan Smith Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 17 appointed Nathan Smith, Esq., as
Subchapter V trustee for Pinnacle Grinding and Grooving LLC.
Mr. Smith, a partner at Malcolm & Cisneros, will be paid an hourly
fee of $550 for his services as Subchapter V trustee and will be
reimbursed for work-related expenses incurred.
Mr. Smith declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Nathan F. Smith, Esq.
Malcolm & Cisneros
2112 Business Center Drive
Irvine, CA 92612
Phone: (949) 252-9400
Email: nathan@mclaw.org
About Pinnacle Grinding and Grooving
Pinnacle Grinding and Grooving, LLC is an experienced
subcontractor, specializing in pavement rehabilitation and
preservation through diamond grinding and grooving. The company is
based in Reno, Nev.
Pinnacle filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Nev. Case No. 24-50103) on February 1,
2024, with $2,866,132 in assets and $3,936,760 in liabilities.
Travis Brandt, manager, signed the petition.
Judge Hilary L. Barnes oversees the case.
Kevin A. Darby, Esq., at Darby Law Practice represents the Debtor
as bankruptcy counsel.
PRAIRIE ACQUIROR: S&P Rates New Extended Term Loan 'B'
------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '5'
recovery rating to Prairie Acquiror L.P.'s proposed extended term
loan. The '5' recovery rating indicates its expectation for modest
(10%-30%; rounded estimate: 10%) recovery in the event of a
default.
The company intends to extend a portion of its existing term loan
until 2029 and plans to incur additional senior secured debt to
repay the remainder of the term loan that it is not extending.
Prairie is the holding company through which Blackstone
Infrastructure Partners L.P., its partners, and their respective
affiliates' own interests in Tallgrass Energy Partners L.P. and its
general partner. Tallgrass is a midstream energy limited
partnership with transportation, storage, terminal, water,
gathering, and processing assets in the U.S. Prairie--with its
subsidiaries--acquires, owns, develops, and operates midstream
energy assets in North America. The company operates through three
segments: Natural Gas Transportation; Crude Oil Transportation; and
Gathering, Processing, and Terminaling.
PROS HOLDINGS: Reports Total Revenue of $303.7M for 2023
--------------------------------------------------------
PROS Holdings, Inc. announced financial results for the fourth
quarter and full year ended December 31, 2023, highlighting:
* Improved operating cash flow by $33.8 million, or 141%, for
the full year 2023.
* Subscription revenue of $234.0 million, up 15% for the full
year 2023.
* Total revenue of $303.7 million, up 10% for the full year
2023.
"Our team delivered an outstanding 2023, outperforming our
subscription ARR, revenue, and free cash flow generation goals for
the year," stated CEO Andres Reiner. "The PROS value proposition
has never been more relevant as businesses continue to lean into
digitization, automation, and AI to fuel profitable growth. We
continue to set the pace of AI innovation in our markets, and our
platform strategy has made our AI innovations easier than ever to
adopt. We enter 2024 well-positioned to capitalize on the
incredible market opportunity in front of us."
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
http://tinyurl.com/23dx78yk
About PROS Holdings
Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO),
is a provider of AI-powered SaaS pricing, CPQ, revenue management,
and digital offer marketing solutions.
As of Sept. 30, 2023, the Company had $431.85 million in total
assets, $486.73 million in total liabilities, and a total
stockholders' deficit of $54.88 million.
Egan-Jones Ratings Company on October 9, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by PROS Holdings, Inc.
RAPID7 INC: Releases Q4, Full-Year 2023 Financial Results
---------------------------------------------------------
Rapid7, Inc. has announced its financial results for the fourth
quarter and full-year 2023.
Commenting on the Results, Corey Thomas, Chairman and CEO of
Rapid7, said, "Rapid7 delivered solid results to end the year,
exceeding our guided ranges on ARR, revenue, non-GAAP operating
income, and free cash flow. Mainstream enterprise customers
continue to choose Rapid7 for the strength of our consolidated
security operations platform, our integrated expertise, and our
compelling value proposition. As we enter 2024, we are focused on
making platform and services investments that enhance our
customers' experience and position us to drive durable, long-term
growth. Our sustained focus on driving efficient, profitable growth
is reflected in our free cash flow outlook, which we expect to be
at least $160 million for the full-year."
Rapid7's Fourth Quarter and Full-Year 2023 Financial Results
include:
* Annualized recurring revenue ("ARR") of $806 million, an
increase of 13% year-over-year
* Full-year revenue of $778 million, up 14% year-over-year;
Products revenue of $740 million, up 14% year-over-year
* Full-year GAAP operating loss of $81 million; Full-year
non-GAAP operating income of $102 million
* Full-year net cash provided by operating activities of $104
million; Free cash flow of $84 million
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
http://tinyurl.com/4fbbht7k
About Rapid7
Rapid7 (Nasdaq: RPD) is on a mission to create a safer digital
world by making cybersecurity simpler and more accessible. The
Company empowers security professionals to manage a modern attack
surface through its best-in-class technology, leading-edge
research, and broad, strategic expertise.
Rapid7 reported a net loss of $124.72 million in 2022, a net loss
of $146.33 million in 2021, a net loss of $98.85 million in 2020, a
net loss of $53.84 million in 2019, and a net loss of $55.54
million in 2018. Rapid7 incurred a net loss of $169.31 million net
loss in the nine months ended Sept. 30, 2023. As of Sept. 30,
2023, the Company had $1.40 billion in total assets, $1.56 billion
in total liabilities, and a total stockholders' deficit of $161.64
million.
Egan-Jones Ratings Company on October 10, 2023, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Rapid7, Inc.
REMARK HOLDINGS: Receives Suspension, Delisting Notice From Nasdaq
------------------------------------------------------------------
Remark Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Feb. 12, 2024, it was
notified by the Listing Qualifications Department of The Nasdaq
Stock Market LLC that the Staff determined to delist the Company's
shares of common stock from The Nasdaq Stock Market based upon its
non-compliance with the net income standard in Listing Rule
5550(b)(3) and the annual shareholders' meeting requirement in
Listing Rule 5620(a).
Nasdaq will file a Form 25-NSE with the SEC to formally delist the
Company's common stock following suspension of trading of the
Company's common stock on Feb. 14, 2024. Nasdaq has not specified
the exact date on which the Form 25-NSE will be filed.
In connection with the suspension of trading on Nasdaq, the Company
expects that its common stock will trade under its current trading
symbol MARK on the OTC Markets system effective with the open of
the markets on the day that Nasdaq notifies the Financial Industry
Regulatory Authority of the delisting such that the Company does
not expect any loss of ability to trade its common stock.
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- is a diversified global technology
business with leading artificial intelligence and data-analytics,
as well as a portfolio of digital media properties. The Company's
innovative artificial intelligence ("AI") and data analytics
solutions continue to gain worldwide awareness and recognition
through comparative testing, product demonstrations, media
exposure, and word of mouth. The Company continues to see positive
responses and increased acceptance of its software and applications
in a growing number of industries.
The Company reported a net loss of $55.48 million for the year
ended Dec. 31, 2022, compared to net income of $27.47 million for
the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had
$12.40 million in total assets, $45.32 million in total
liabilities, and a total stockholders' deficit of $32.92 million.
Remark Holdings' history of recurring operating losses, working
capital deficiencies and negative cash flows from operating
activities give rise to, and management has concluded that there
is, substantial doubt regarding the Company's ability to continue
as a going concern, according to the Company's Quarterly Report for
the period ended Sept. 30, 2023. Remark Holdings' independent
registered public accounting firm, in its report on the Company's
consolidated financial statements for the year ended December 31,
2022, has also expressed substantial doubt about the Company's
ability to continue as a going concern.
RESTORATION FOREST: Gets OK to Tap Kroll as Claims Agent
--------------------------------------------------------
Restoration Forest Products Group, LLC and its affiliates received
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Kroll Restructuring Administration, LLC as
claims, noticing, and solicitation agent.
Kroll will oversee the distribution of notices and will assist in
the maintenance, processing, and docketing of proofs of claim filed
in the Chapter 11 cases of the Debtors.
The hourly rates of the firm's professionals are as follows:
Analyst $30 - $60
Technology Consultant $35 - $110
Consultant/Senior Consultant $65 - $195
Director $175 - $245
Solicitation Consultant $220
Director of Solicitation $245
In addition, the firm will seek reimbursement for expenses
incurred.
Benjamin Steele, a managing director at Kroll Restructuring
Administration, disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Benjamin J. Steele
Kroll Restructuring Administration LLC
55 East 52nd Street, 17th Floor
New York, NY 10055
Telephone: (212) 593-1000
About Restoration Forest Products
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. The company is based in Bellemont, Ariz.
Restoration Forest and three of its affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 24-10120) on Jan. 29, 2024,
with $100 million to $500 million in assets against $100 million to
$500 million in debt. Judge Karen B. Owens oversees the cases.
The Debtors tapped Potter Anderson & Corroon, LLP as bankruptcy
counsel; Intrepid Investment Bankers, LLP as investment banker; and
Riveron Management Services, LLC as restructuring and management
services provider. Kroll Restructuring Administration, LLC is the
Debtors' claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
RESTORATION HOUSE: Hires Farinash & Stofan as Legal Counsel
-----------------------------------------------------------
Restoration House, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to employ Farinash &
Stofan as counsel.
The firm's services include:
a. assisting Debtor in the preparation of its schedules,
statement of affairs and the periodic financial reports required by
the Bankruptcy Code, the Bankruptcy Rules and any other order of
this Court;
b. assisting Debtor in consultation and negotiation and all
other dealings with creditors, equity, security holders and other
parties in interest concerning the administration of this case;
c. preparing pleadings, conducting investigations and making
court appearances incidental to the administration of the Debtor's
estate;
d. advising the Debtor of its rights, duties and obligations
under the Bankruptcy Code, Bankruptcy Rules, Local Rules and orders
of this Court;
e. assisting the Debtor in the development and formulation of a
plan of reorganization including the preparation of a plan,
disclosure statement and any other related documents for submission
to this Court and to Debtor's creditors, equity holders and other
parties in interest;
f. advising and assisting the Debtor with respect to litigation
related to the administration of Debtor's case;
g. rendering corporate and other legal advise and performing all
those legal services necessary and proper to the functioning of the
Debtor during the pendency of this case; and
h. taking any and all necessary actions in the interest of the
Debtor and its estate incident to the proper representation of the
Debtor and the administration of this case.
The firm will be paid at these rates:
Jerrold D. Farinash $450 per hour
Amanda Stofan $350 per hour
Rebecca Farinash $250 per hour
Legal Assistants $100 per hour
The firm will be paid a retainer in the amount of $7,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Amanda M. Stofan, Esq., a partner at Farinash & Stofan, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Amanda M. Stofan, Esq.
FARINASH & STOFAN
100 West M L King Blvd, Ste. 816
Chattanooga, TN 37402
Tel: (423) 805-3100
Email: amanda@8053100.com
About Restoration House, LLC
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.
ROBERTSHAW US HOLDING: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Eight affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Robertshaw US Holding Corp. (Lead Case) 24-90052
1222 Hamilton Parkway
Itasca, IL 60143
Robertshaw Controls Company 24-90051
Range Parent, Inc. 24-90053
Burner Systems International, Inc. 24-90054
Controles Temex Holdings LLC 24-90055
Robertshaw Mexican Holdings LLC 24-90056
Universal Tubular Systems, LLC 24-90057
Robertshaw Europe Holding LLC 24-90058
Business Description: The Debtors, along with their non-Debtor
affiliates, are a global leader in designing
and manufacturing innovative control systems
and components for the appliance and HVAC
industries. Robertshaw specializes in
creating safe and reliable solutions
that optimize energy efficiency, comfort,and
performance in a variety of applications.
Chapter 11 Petition Date: February 15, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Judge: TBD
Debtors'
Bankruptcy
Counsel: Timothy A. ("Tad") Davidson II, Esq.
Ashley L. Harper, Esq.
Philip M. Guffy, Esq.
HUNTON ANDREWS KURTH LLP
600 Travis Street, Suite 4200
Houston, TX 77002
Tel: (713) 220-4200
Email: taddavidson@HuntonAK.com
ashleyharper@HuntonAK.com
pguffy@HuntonAK.com
- and -
George A. Davis, Esq.
George Klidonas, Esq.
Adam S. Ravin, Esq.
Yelizaveta ("Liza") L. Burton, Esq.
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 10020
Tel: (212) 906-1200
Email: george.davis@lw.com
george.klidonas@lw.com
adam.ravin@lw.com
liza.burton@lw.com
Debtors'
Investment
Banker &
Financial
Advisor: GUGGENHEIM SECURITIES, LLC
Debtors'
Accountant,
Tax Advisor &
Auditor: KPMG LLP
Debtors'
Special
Investigative
Counsel: WEIL, GOTSHAL & MANGES LLP
Debtors'
Restructuring
Advisor: ALIXPARTNERS, LLP
Debtors'
Claims,
Noticing,
Solicitation &
Balloting Agent: KROLL RESTRUCTURING ADMINISTRATION LLC
Estimated Assets
(on a consolidated basis): $500 million to $1 billion
Estimated Liabilities
(on a consolidated basis): $500 million to $1 billion
The petitions were signed by John Hewitt as chief executive
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/QGSEAFA/Robertshaw_US_Holding_Corp__txsbke-24-90052__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Bain & Company, Inc. Professional $2,909,500
131 Dartmouth Street Services
Boston, MA 02116
Mark Kovac
Tel: 214-777-1680
2. Alvarez & Marsal Private Equity Professional $1,213,076
Improvement Group Services
600 Madison Avenue
8th Floor
New York, NY 10022
Phone: 646-717-0661
Email: jbarreto@alvarezandmarsal.com
3. Providence Enterprise LTD Trade Vendor $1,010,219
Unit 13-15, 6/F Grand City PLZ
No.1,
Sai Lau Kok Road Tsuen Wan, N.T.,
Hong Kong
Phone: 011-852-24152293
Email: janvichan@providencechina.com
4. Elektrisola S.A. de C.V. Trade Vendor $998,535
Periferico Manuel Gomez Morin
1800 CD
Cuauhtemoc,Chihuahua 31500
Mexico
C Mendoza
Phone: 011 52 625 58 19000
Email: CMendoza@elektrisola.com.mx
5. Serviacero Planos S de R L de C V Trade Vendor $833,028
Blvd Hermanos Aldama #4002,
Ciudad Industrial
Leon, Guanajuato 37490
Mexico
Carlos Montelongo
Phone: 812-282-2050
Email: carlos.montelongo@serviacero.com
6. Arrow Electronics Group Trade Vendor $792,647
1162 Springlake Dr
Itasca, IL 60137
Bryson Olejnik
Phone: 630-775-7167
Email: Bryson.Olejnik@arrow.com
7. Nexeo Plastics, LLC Trade Vendor $660,011
1780 Hughes Landing Boulevard
Suite 1000
The Woodlands, TX 77380
Phone: 1-847-263-6673
Email: plasticsremit@nexeoplastics.com
8. Deringer Ney Inc Trade Vendor $515,305
616 Atrium Drive,
Suite 100
Vernon Hills, IL 60061
Bill Schmitz
Phone: 847-932-6800
Email: Accounts_Receivable@deringerney.com
9. Touch International Inc Trade Vendor $476,526
2222 W. Rundberg Ln., Suite 200
Austin, TX 78748
S Travis
Phone: 512-646-0311
Email: stravis@touchintl.com
10. Ashwani Metals Pvt Ltd Trade Vendor $474,219
Plot 17, GIDC-II,
Dared Jamnagar,GJ 361004
India
R Ashwin Gajera
Tel: +91-75677-52541
11. SDI Inc Trade Vendor $465,540
1414 Radcliffe Street, Suite 300
Bristol, PA 19007
Cecilia Rubio
Phone: 215-633-1906
Email: Cecilia.Rubio@sdi.com
12. Christy Metal Inc. Trade Vendor $455,723
2810 Old Willow Road
Northbrook, IL 60062
Lance Shelton
Phone: 849 729 7923
Email: lance@christymetals.com
13. Empaques Rio Grande SA DE CV Trade Vendor $448,686
Benito Juarez 2040
H Matamoros, Tamaulipas 87340
Mexico
Phone: 01 868 810-9100
Email: cortega@boxes.mx
14. Modern Metal & Refining Ltd Trade Vendor $424,837
PO Box 11349
1705 Dabney Road
Richmond, VA 23230
Cath Huang
Email: cathy.huang@ssmmr.com
15. San Metal San Ve Tic A.S. Trade Vendor $395,347
Pelitli Mahallesi Sanayi Caddesi No:33
41400
Gebze-Kocaeli, TURKEY
Cihan Ozcan
Phone: 0090 262 751 0969
Email: cihan@sanmetal.com.tr
16. Fox Valley Molding Inc Trade Vendor $386,372
113 S Center Street
Plano, IL 60545
Lydia F
Phone: 630-552-3176
Email: LydiaF@foxvalleymolding.com
17. Shelby Welded Tube Trade Vendor $382,815
5578 State Route 61
North Shelby,OH 44875
Kelly Kleman
Tel: 419-347-1720 ext 12
18. Moody's Investors Service Inc Rating Agency $372,460
7 WTC @ 250 Greenwich St
New York, NY 10007
Ben Stuckenbrock
Phone: 212-553-0590
Email: ben.struckenbrock@moody's.com
19. Engineered Material Solutions Trade Vendor $336,475
39 Perry Ave
Attleboro,MA 02703
Phone: 508-342-2168
Dave Garrtner
Email: dgartner@emsclad.com
20. Van Norman Molding LLC Trade Vendor $306,929
9615 S 76th Avenue
Bridgeview, IL 60455
Bob Andre
Phone: 708 430 4343
Email: BobAndre@vannormanmolding.com
21. Vernay Laboratories Trade Vendor $295,397
2077 Convention Center Concourse,
Suite 225
College Park,GA 30337
Christian Deschenes
Phone: 404 994 2000
Email: christiandeschenes@vernay.com
22. Supply Technologies Trade Vendor $294,993
6065 Parkland Blvd
Cleveland, OH 44124
Michael Choate
Phone: 512-220-1307
23. Ernst & Young Professional $259,774
200 Plaza Drive Services
Secaucus,NJ 07094
Ryan Chance
Phone: 414-223-7406
Email: ryan.chance@ey.com
24. Shanghai K&J International Co Ltd Trade Vendor $252,584
RM 5L NO 1590 West Yan An Rd
Shanghai, Shanghai 200050
China
Ling Chen
Phone: 021-62293221
Email: whg188@188.com
25. JMS Of Holland, Inc. Trade Vendor $246,659
1010 Productions Place
Holland, MI 49423
R Culver
Phone: 616 796 2727
Email: r.culver@jmsincorporated.com
26. Middletown Tube Works, Inc. Trade Vendor $239,899
2201 Trine Street
Middletown, OH 45042
Marvin Phillips
Phone: 513 727 0080
Email: mphillips@middletowntube.com
27. Gulf USA Inc Trade Vendor $224,769
343-A Oates Road
Mooresville, NC 28117
Sheila Miller
Phone: 704 966 2170
Email: Sheila.Miller@gulfrubber.com
28. Trelleborg Sealing Trade Vendor $223,014
Solutions Midwest
20 Martingale Road, Suite 210
Schaumburg, IL 60173
Phone: 630-539-5500
Email: TSSUSRemit@trelleborg.com
29. Midwest Insert Composite Trade Vendor $219,600
Molding & Assembly
3940 Industrial Ave
Rolling Meadows, IL 60008
Manish Patel
Phone: 630-400-6932
Email: ajpatel@micmolding.com
30. Avnet Electronics Marketing Trade Vendor $213,752
2021 Lakeside Blvd
Richardson,TX 75082
Lupita Soto
Phone: 214-343-5922
Email: Avnet-Pmt-Remit@avnet.com
ROBERTSHAW US: Files Chapter 11 to Facilitate Restructuring
-----------------------------------------------------------
Robertshaw US Holding Corporation and certain of its U.S.
affiliates ("Robertshaw" or the "Company"), a leading global
design, engineering, and manufacturing company, on Feb. 15
disclosed that it has commenced a financial restructuring process
to improve its capital structure, strengthen its business, and
position the Company for future growth. To effectuate a transaction
and with the support of key financial stakeholders, Robertshaw has
filed voluntary petitions for Chapter 11 relief in the United
States Bankruptcy Court for the Southern District of Texas (the
"Court").
The Company has entered into a Restructuring Support Agreement
("RSA") with a group of significant financial partners. Pursuant to
the RSA, the financial partners have put forward a Stalking Horse
Bid (the "Stalking Horse Bid") to recapitalize the business. The
transaction contemplated by the RSA will enable the Company to
eliminate approximately $670 million of debt, significantly
strengthening the Company's financial position and ability to
effectively compete and serve its customers for the long term.
Through the Chapter 11 cases, the Company will conduct a
court-supervised process to determine if there are other potential
acquirers for its business who will offer a purchase price higher
than the Stalking Horse Bid.
"[Thurs]day's announcement is an important step forward to
strengthen our financial foundation and enable us to further invest
in the business for the benefit of our customers," said John
Hewitt, CEO of Robertshaw. "With a much-improved balance sheet, we
will be well-positioned to maintain and further strengthen our
position as a global market leader in the design, engineering, and
manufacturing of flow control components, systems, and
technologies, and further innovate in safe and reliable solutions
and cutting-edge technologies. Throughout this process, we remain
grateful to our team and are laser-focused on delivering
best-in-class service and products to our customers that increase
safety, improve productivity, and protect the environment."
At the outset of the Chapter 11 cases, Robertshaw will use its cash
on hand to continue to provide best-in-class products and service
to customers and fulfill obligations to suppliers. Robertshaw plans
to obtain $56 million in proceeds of debtor-in-possession financing
from certain secured lenders, subject to certain conditions.
The Company has also sought to use the Chapter 11 process to
resolve, in an expeditious and efficient manner, the claims
asserted in two state court litigations related to prior balance
sheet transactions. The Company believes that a speedy resolution
through the Chapter 11 cases of the claims alleged in these two
actions is the most efficient path to address these issues, while
minimizing the value-destructive impacts of two costly and
protracted state court litigations.
Robertshaw has filed a number of customary motions with the Court
to facilitate a smooth transition into Chapter 11 and support
operations throughout the process. The Company intends to operate
without disruption during the process, including continuing to pay
employee wages and benefits, maintaining customer programs, and
honoring obligations to vendors.
Robertshaw's Canada, EMEA, Mexico, Asia, South America, and other
operations outside of the U.S. are not part of the court-supervised
Chapter 11 process, and the Company expects little to no disruption
to its manufacturing, distribution, or engineering centers in these
regions.
Additional information is available at
https://cases.ra.kroll.com/Robertshaw. Stakeholders with questions
can contact the Company's Claims Agent, Kroll, by calling (844)
536-2001 or (646) 777-2308 if calling from outside the U.S. or
Canada, or email at Robertshawinfo@ra.kroll.com.
Advisors
Latham & Watkins LLP and Hunton Andrews Kurth LLP are serving as
legal counsel, Guggenheim Securities, LLC is serving as investment
banker, AlixPartners LLP is serving as financial advisor, and C
Street Advisory Group is serving as strategic communications
advisor.
About Robertshaw
Robertshaw is a leading global design, engineering and
manufacturing company that sells components and systems solutions
into the residential white goods, commercial appliance, HVAC, and
transportation industries. Robertshaw has been a leading innovator
in flow control of gas, water, and other fluids for over 120 years.
The company is headquartered in Itasca, Illinois, and employ more
than 5,000 employees in 14 countries.
RODS CUSTOM: Unsecured Creditors to Get 0 Cents on Dollar in Plan
-----------------------------------------------------------------
Rods Custom Workroom, LLC, filed with the U.S. Bankruptcy Court for
the District of Arizona a Plan of Reorganization for Small
Business.
The Debtor is an Arizona Domestic For-Profit Business Corporation
which was established and formed on January 5, 2018. The debtor's
business was opened to serve as a furniture upholstery and custom
made-new furniture business.
The Debtor entered into a Commercial Property Owner's Association
Addendum with Ermanno Ciummo and Mariana B. Ciummo (Mariana B.
Ciummo Living Trust) on September 30, 2020. The commercial property
owned by the Debtor are Suites 4, 5, 6 of Casa Mia Condominium
located at 16747 E. Parkview Avenue Fountain Hills, AZ 85268. The
tax parcel numbers are 176-07-951, 176-07-952, and 176-07-953.
In April 2023, the Debtor was unable to stay current with the
Commercial Mortgage Payments owed to the Mariana B. Ciummo Living
Trust. On or about August 4, 2023, Fidelity National Title Agency,
INC, as Trustee of the Ermanno Ciummo Trust, dated December 20,
2006, and Marianna B. Ciummo Living Trust, dated October 1, 2019,
filed a Notice of Trustee's Sale. Fidelity National Title Agency
appointed Amy Connolly, a Licensed Escrow Agent as the Trustee. The
trustee sale number is FM10230294 and was recorded with the
Maricopa County Recorder's office. Bankruptcy was filed to stop the
sale and allow Debtor to hopefully sell one of the suites to pay
off the debt owed to the Trust.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $3,113.40 monthly for a
total of $186,804.00. The final Plan payment is expected to be paid
on June 1, 2029.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 0 cents on the dollar. This Plan also provides for
the payment of administrative and priority claims.
Class 3 consists of non-priority unsecured claims. The plan
proposes these not be paid as no claims have been filed and the
claims bar date has passed. This Class is impaired. Non-priority
unsecured creditors include:
* Cox Communications has an estimated debt of $968.76, no
proof of claim has been filed.
* Hundred Mile Brewing Company LLC has an estimated debt of
$9,768.81 and no proof of claim has been filed.
* Merchant Card Provider has an estimated debt of $8,485.33 no
proof of claim has been filed.
* Sherri Mahnami has an estimated debt of $7,000.00 no proof
of claim has been filed.
* Spellman Hardwoods has an estimated debt of $1,738.59 and no
proof of claim has been filed.
* SRP has an estimated debt of $2, 345.06, no proof of claim
has been filed.
The Debtor will use a designated account "the Plan Account" for the
management of all funds for distribution to creditors. Debtor is
currently setting aside funds for administrative claims to be paid
on the effective date.
The Debtor shall analyze and compute net profit on a monthly basis
and shall make deposits into the Plan Account (no later than the
10th of each month) equal to the net profit received in the prior
calendar month. The first monthly deposit shall be made no later
than the 10th of the second full calendar month following the date
of the Confirmation Order, and deposits shall continue for a total
of 60 months (or less, if allowed claims are paid in full sooner).
The Debtor projects that an estimated total of $186,804.00 will be
deposited into the Plan Account during the 60-month plan term.
Debtor's projections are reflected in Exhibit C. Debtor shall
disburse funds from the Plan Account to holders of Class 1, and 2
Claims on a monthly basis, by the 15th of the month (with the first
distribution expected to occur in July 2024). The class 3 Claims
are impaired and not being paid through the plan as no claims were
filed.
A full-text copy of the Plan of Reorganization dated February 6,
2024 is available at https://urlcurt.com/u?l=NgDDRZ from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Jacob R. Goodman, Esq.
Goodman Law Practice, PLC
dba Rock Law Firm
P.O. Box 28365
Tempe, AZ 85285-8365
Phone: 480-605-4409
Fax: (602) 491-2062
Email: Jacob@rocklawaz.com
About Rods Custom Workroom
Rods Custom Workroom, LLC, is an Arizona Domestic For-Profit
Business Corporation which was established and formed on January 5,
2018.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-08017) on Nov. 7,
2023, with up to $50,000 in both assets and liabilities. Michael
Carmel of Michael W. Carmel, Ltd. serves as Subchapter V trustee.
Judge Eddward P. Ballinger Jr. oversees the case.
Jacob R. Goodman, Esq. of Goodman Law Practice PLC represents the
Debtor as legal counsel.
SIMPLIFIED SOFTWARE: Kathleen DiSanto Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at
Bush Ross, P.A., as Subchapter V trustee for Simplified Software
Development, L.L.C.
Ms. DiSanto will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. DiSanto declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kathleen L. DiSanto, Esq.
Bush Ross, P.A.
P.O. Box 3913
Tampa, FL 33601-3913
Phone: (813) 224-9255
Fax: (813) 223-9620
Email: disanto.trustee@bushross.com
About Simplified Software Development
Simplified Software Development, L.L.C. offers online dietary
management solution. The company is based in Dunedin, Fla.
Simplified Software Development filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
24-00560) on February 1, 2024, with up to $500,000 in assets and up
to $10 million in liabilities. Stephen Bennett, managing member,
signed the petition.
Judge Catherine Peek McEwen oversees the case.
David W. Steen, Esq., at David W. Steen, PA, represents the Debtor
as legal counsel.
SINTX TECHNOLOGIES: Damaged Sintering Furnace Covered by Insurance
------------------------------------------------------------------
SINTX Technologies, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that its insurance carrier has
determined that a covered loss has occurred, and coverage is
available for the Company's claim submitted with respect to the
sintering furnace that overheated at SINTX Armor in October 2023.
The Company will be replacing the damaged furnace and expects the
repaired furnace to be up and running in the 4th quarter 2024.
Company management continues to work with third parties to
temporarily outsource the sintering process.
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. --
https://ir.sintx.com -- is an advanced ceramics company that
develops and commercializes materials, components, and technologies
for biomedical, technical, and antipathogenic applications. The
core strength of SINTX Technologies is the manufacturing, research,
and development of advanced ceramics for external partners.
SINTX reported net loss of $12.04 million in 2022, a net loss of
$9.31 million in 2021, a net loss of $7.03 million in 2020, and a
net loss of $4.79 million in 2019. For the six months ended June
30, 2023, the Company reported a net loss of $2.75 million. As of
Dec. 31, 2022, the Company had $15.77 million in total assets,
$10.07 million in total liabilities, and $5.70 million in total
stockholders' equity.
"If the Company seeks to obtain additional equity or debt
financing, such funding is not assured and may not be available to
the Company on favorable or acceptable terms and may involve
significant restrictive covenants. Any additional equity financing
is also not assured and, if available to the Company, will most
likely be dilutive to its current stockholders. If the Company is
not able to obtain additional debt or equity financing on a timely
basis, the impact on the Company will be material and adverse.
These uncertainties 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.
SINTX disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Oct. 20, 2023, the Company received a
notice from Nasdaq Listing Qualifications department of the Nasdaq
Stock Market LLC stating that the bid price of the Company's common
stock for the 30 consecutive trading days prior to Oct. 20, 2023
had closed below the minimum $1.00 per share required for continued
listing under Listing Rule 5550(a)(2).
SPIRIT AIRLINES: Releases Q4, Full Year 2023 Results
----------------------------------------------------
Spirit Airlines, Inc. has reported its fourth quarter and full year
2023 financial results.
"As we enter 2024, we are beginning to see benefits from the
tactical and strategic changes we implemented in 2023. In addition,
current booking trends further our confidence that the domestic
environment is beginning to rebound. Together with the changes we
have made, we estimate this will result in an unprecedented
sequential improvement in total revenue per available seat mile
(TRASM) from fourth quarter 2023 to first quarter 2024, which
supports our view of a domestic recovery in 2024," said Ted
Christie, Spirit's President and Chief Executive Officer. "The
Spirit team is 100% clear and focused on the adjustments we are
currently deploying and will continue to make throughout 2024 to
drive us back to cash flow generation and profitability."
For the fourth quarter 2023, the Company's load factor was 80.1
percent. For the fourth quarter 2023, Spirit reported a DOT on-time
performance of 76.8 percent and a DOT Completion Factor of 99.2
percent.
"In addition to operational reliability being a core element of
caring for our Guests, it also benefits the top and bottom line.
During the fourth quarter 2023 peak holiday period, the Spirit team
ran a great operation. We estimate this strong operational
performance contributed $10 million of incremental revenue,
allowing us to exceed our mid-December revenue guidance for the
fourth quarter and deliver cost performance in excess of our
expectations. We have continued this operational excellence and
finished January 2024 as the No. 2 airline in reliability,"
commented Christie.
For the fourth quarter 2023, Spirit reported a net loss of $183.7
million, or a net loss of $1.68 per diluted share. Excluding
special items, adjusted net loss for the fourth quarter 2023 was
$148.7 million1, or an adjusted net loss of $1.36 per diluted
share.
For the fourth quarter 2023, Spirit reported a pre-tax loss of
$228.3 million and a pre-tax margin of negative 17.3 percent.
Adjusted pre-tax loss for the fourth quarter was $192.2 million and
adjusted pre-tax margin was negative 14.5 percent.
Total operating revenues for the fourth quarter 2023 were $1.3
billion, a decrease of 5.0 percent compared to the fourth quarter
2022. Total revenue per ASM ("TRASM") was 8.94 cents, a decrease of
17.3 percent compared to fourth quarter 2022 on 14.8 percent more
capacity.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
http://tinyurl.com/5n6tav3y
About Spirit Airlines
Spirit Airlines Inc. is a major United States ultra-low cost
airline headquartered in Miramar, Florida, in the Miami
metropolitan area.
In September 2023, Fitch Ratings has revised the Rating Outlook for
Spirit Airlines to Negative from Stable and affirmed Spirit's
Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed
Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior
secured debt at 'BB+'/'RR1'.
Also in September 2023, Egan-Jones Ratings Company maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Spirit Airlines, Inc.
Meanwhile, Moody's Investors Service downgraded its corporate
family rating of Spirit Airlines to Caa1 from B2 and probability of
default rating to Caa1-PD from B2-PD, the TCR reported on November
22, 2023.
TARONIS FUELS: Seeks to Extend Plan Exclusivity to May 13
---------------------------------------------------------
Taronis Fuels, Inc. and its affiliates asked the U.S. Bankruptcy
Court for the District of Delaware to extend the exclusive periods
during which only the debtors may file a chapter 11 plan and
solicit acceptances thereof to May 13, 2024 and July 11, 2024,
respectively.
The Debtors filed the Chapter 11 Cases to continue the process of
marketing and selling substantially all of their assets. On
December 12, 2022, the Court approved, among other things, a sale
of substantially all of the Debtors' assets located in California
that are used or useful in the industrial gas and welding supply
distribution business, between certain of the Debtors and Airgas
USA, LLC. The Airgas Sale closed soon thereafter.
Additionally, on December 14, 2022, the Court entered the amended
order whereby the Court approved, among other things, certain
bidding procedures in connection with the sale of substantially all
of the Debtors' assets related to the Texas retail business of the
Debtors.
Now that the they have sold substantially all of their assets and
are winding down, the Debtors said they require additional time to
complete remaining inventory liquidations and to engage in
discussions with key stakeholders before filing and prosecuting a
plan of liquidation, which the Debtors intend to file with the
Court soon.
The Debtors also require additional time to resolve certain
outstanding claims, which will inure to the benefit of creditors of
the Debtors' estates. At this critical juncture, as the Debtors
prepare to solicit their plan, the submission of any competing
plans would only interfere with the Debtors' plan process and
unnecessarily divert valuable estate resources.
The Debtors assert that they are not seeking the extension of the
Exclusive Periods to delay administration of these Chapter 11 Cases
or to exert pressure on their creditors, but rather to allow the
Debtors to continue with value-maximizing sale and claims
reconciliation processes and to work to propose and seek
confirmation of a plan in the most cost-efficient manner.
Counsel to the Debtors:
Jeremy W. Ryan, Esq.
L. Katherine Good, Esq.
Aaron H. Stulman, Esq.
Katelin A. Morales, Esq.
Sameen Rizvi, Esq.
POTTER ANDERSON & CORROON LLP
1313 North Market Street, 6th Floor
Wilmington, DE 19801
Tel: (302) 984-6000
Email: jryan@potteranderson.com
kgood@potteranderson.com
astulman@potteranderson.com
kmorales@potteranderson.com
srizvi@potteranderson.com
About Taronis Fuels
Taronis Fuels, Inc. and its affiliates manufacture and distribute
industrial, medical, specialty and beverage gases and associated
welding and safety supplies.
Taronis Fuels and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-11121) on
Nov. 11, 2022. In the petitions signed by their chief executive
officer, R. Jered Ruyle, the Debtors estimated $10 million to $50
million in both assets and liabilities. Judge Brendan L. Shannon
oversees the case.
The Debtors tapped Potter Anderson & Corroon LLP as general
bankruptcy counsel; Aurora Management Partners, Inc. as
restructuring advisor; and Chipman Brown Cicero & Cole, LLP as
special litigation counsel. Donlin, Recano & Company Inc. is the
claims and noticing agent and administrative advisor.
THAT GOOD GOOD: Seeks to Hire Sussman Shank as Bankruptcy Counsel
-----------------------------------------------------------------
That Good Good LLC, doing business as SuperDeluxe, seeks approval
from the U.S. Bankruptcy Court for the District of Oregon to employ
Sussman Shank, LLP.
The Debtor requires legal counsel to:
(a) give advice of the duties and responsibilities of the
Debtor;
(b) prepare and file schedules;
(c) defend motions for relief from stay;
(d) analyze and object claims;
(e) formulate and approve a plan of reorganization under
Subchapter V of Chapter 11 and information statement;
(f) negotiate with creditors and other parties in interest;
and
(g) perform all other matters requiring legal representation
of the Debtor in this Chapter 11 case.
Sussman Shank holds a retainer of $1,782.50.
Thomas Stilley, Esq., an attorney at Sussman Shank, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas W. Stilley, Esq.
Douglas R. Ricks, Esq.
Garrett S. Eggen, Esq.
Sussman Shank LLP
1000 SW Broadway, Suite 1400
Portland, OR 97205
Telephone: (503) 227-1111
Facsimile: (503) 248-0130
Email: tstilley@sussmanshank.com
dricks@sussmanshank.com
geggen@sussmanshank.com
About That Good Good LLC
That Good Good, LLC operates SuperDeluxe, a restaurant chain based
in Portland, Oregon.
The Debtor filed Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 24-30325) on Feb. 9, 2024, with $1 billion to $10 billion
in assets and $1 million to $10 million in liabilities. Micah
Camden, manager, signed the petition.
Judge Peter C. McKittrick oversees the case.
Sussman Shank, LLP serves as the Debtor's bankruptcy counsel.
TNOTES INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: TNotes Investment LLC
245 Emerson Street
Boston, MA 02127
Business Description: TNotes is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: February 14, 2024
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 24-10286
Judge: Hon. Janet E. Bostwick
Debtor's Counsel: Michael Van Dam, Esq.
VAN DAM LAW LLP
233 Needham Street
Suite 540
Newton, MA 02464
Tel: 617-969-2900
Email: mvandam@vandamlawllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas Noto as manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/VQHOBZQ/TNOTES_INVESTMENT_LLC__mabke-24-10286__0001.0.pdf?mcid=tGE4TAMA
TRINITY PHARMACIES: Eric Terry Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 7 appointed Eric Terry as Subchapter V
trustee for Trinity Pharmacies, LLC.
Mr. Terry will charge $450 per hour for his services as Subchapter
V trustee and will seek reimbursement for work-related expenses
incurred.
Mr. Terry declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Eric Terry
3511 Broadway
San Antonio, TX 78209
Phone: (210)468-8274
Email: eric@ericterrylaw.com
About Trinity Pharmacies
Trinity Pharmacies, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-50144) on
February 4, 2024, with up to $500,000 in both assets and
liabilities. Larry P. Oliver, president, signed the petition.
Judge Craig A. Gargotta oversees the case.
H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol,
represents the Debtor as bankruptcy counsel.
TRIUMPH GROUP: Issues Notices of Conditional Redemption of Notes
----------------------------------------------------------------
Triumph Group, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on February 6, 2024,
the Company issued (i) a notice of conditional redemption in
respect of up to all $435,621,000 of its outstanding 7.750% Senior
Notes due 2025 to be redeemed on March 6, 2024 and (ii) a notice of
conditional redemption in respect of $120,000,000 of its 9.000%
Senior Secured First Lien Notes due 2028 to be redeemed on March 4,
2024.
The redemptions of both the 2025 Notes and the First Lien Notes are
conditioned upon the consummation of the Company's previously
announced sale of its product support business.
Prior to the redemption of the 2025 Notes, the Company will conduct
an "Asset Sale Offer" (pursuant to the indenture governing the
First Lien Notes), whereby it will first offer the proceeds
allocated to redeem the 2025 Notes to repurchase the First Lien
Notes at par, plus accrued and unpaid interest, to, but not
including the date of purchase. In the event that the Company
repurchases more than $140,000,000 of the First Lien Notes pursuant
to the Asset Sale Offer, the actual redemption of the 2025 Notes
will be reduced dollar-for-dollar by the amount of First Lien Notes
that are repurchased above $140,000,000. If the Company repurchases
more than $575,621,000 of First Lien Notes pursuant to the Asset
Sale Offer, it will not redeem the 2025 Notes.
About Triumph
Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. --
http://www.triumphgroup.com-- designs, engineers, manufactures,
repairs and overhauls a broad portfolio of aerospace and defense
systems, components and structures. The company serves the global
aviation industry, including original equipment manufacturers and
the full spectrum of military and commercial aircraft operators.
* * *
As reported by the TCR on Dec. 27, 2023, Moody's Investors Service
placed the Caa1 Corporate Family Rating and the Caa1-PD Probability
of Default Rating of Triumph Group, Inc. on review for upgrade
following the announcement on December 21, 2023, that Triumph
agreed to sell its Product Support business to AAR CORP. (unrated)
for $725 million. Moody's said the review for upgrade of the CFR
and PDR will consider the benefits to the company's financial
leverage, liquidity and refinancing risk that will accrue by
retiring debt with the sale proceeds.
As reported by the TCR on Dec. 8, 2023, S&P Global Ratings revised
its outlook to positive from stable and affirmed the 'CCC+' issuer
credit rating on Triumph Group Inc. S&P expects management to
remain focused on deleveraging the balance sheet; however, there
remains some risk around the company's upcoming maturity of its
2025 unsecured notes.
TRP BRANDS: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------
The U.S. Trustee for Region 11 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of TRP Brands,
LLC.
The committee members are:
1. Guardian Protection Products, Inc.
Attn: Jennifer Morris, CLO
9900 Corporate Campus Dr., Suite 2050
Louisville, KY 4029
Representative:
Jennifer Morris
CLO of OnPoint Warranty Solutions, LLC
(parent company of Guardian Protection, Inc.)
9900 Corporate Campus Dr., Ste. 2050
Louisville, KY 40291
Phone: 502-762-4106
Email: jennifer.morris@onpointwarranty.com
2. Jackson Furniture Industries
1910 King Edward Ave.
Cleveland, TN 37311
Representative:
Anthony Teague
Phone: 828-292-5376
Email: teagueaa@yahoo.com
3. Proving Ground LLC
dba Dragon Army
Attn: Jenn Leahy, CEO
6595 Roswell Road, Suite G2013
Atlanta, GA 30328
Representative:
FisherBroyles, LLP
Attn: Matthew Wawrzyn
203 North LaSalle St., Ste. 2100
Chicago, IL 60601
Phone: 224-777-1787
Email: matthew.wawrzyn@fisherbroyles.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About TRP Brands
TRP Brands, LLC, a company in Lombard, Ill., filed Chapter 11
petition (Bankr. N.D. Ill. Case No. 24-01529) on Feb. 2, 2024, with
up to $50,000 in assets and $50 million to $100 million in
liabilities.
Judge Deborah L. Thorne oversees the case.
E. Philip Groben, Esq., at Gensburg Calandriello & Kanter, P.C. is
the Debtor's legal counsel.
ULTIMATE JETCHARTERS: Committee Hires Bernstein-Burkley as Counsel
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 case of Ultimate Jetcharters, LLC seeks approval from
the U.S. Bankruptcy Court for the Northern District of Ohio to
employ Bernstein-Burkley, PC.
The committee requires legal counsel to represent its interests in
this Chapter 11 case.
The hourly rates of the firm's attorneys and staff are as follows:
Anthony S. Caliguire $275
Arthur W. Zamosky $400
David A. Jones, Jr. $375
David W. Ross $545
Harry W. Greenfield $600
Heather A. Brooks $290
James M. Berent $325
Jennifer C. Johnson $450
Jeffrey C. Toole $410
John J. Richardson $435
Keri P. Ebeck $375
Kerri C. Sturm $435
Kevin J. Cummings $345
Kirk B. Burkley $545
Kit F. Pettit $415
Lara S. Martin $340
Mac Booker $295
Matthew J. Malcho $425
Matthew J. McClelland $305
Mary A. Shahverdian $240
Mason S. Shelton $295
Ray P. Wendolowski $385
Robert S. Bernstein $625
Stuart C. Gaul $425
Trisha R. Hudkins $325
Laurence A. Mester $375
Christina Wirick $195
Lisa Young $150
Julia Neuhart $185
Allison Gilbert $175
Justin Dryer $175
Cynthia Kovack $175
Sophia Stefanovski $125
Gwenyth A. Ortman $160
In addition, the firm will seek reimbursement for expenses
incurred.
Harry Greenfield, Esq., a partner at Bernstein-Burkley, disclosed
in a court filing that his firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Harry W. Greenfield, Esq.
Bernstein-Burkley PC
600 Superior Avenue East
Fifth Third Building, Suite 1300
Cleveland, OH 44114
Telephone: (216) 294-4950
Facsimile: (412) 456-8135
Email: hgreenfield@bernsteinlaw.com
About Ultimate Jetcharters
Ultimate Jetcharters, LLC, a private aviation company in North
Canton, Ohio, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-51404) on Oct. 10,
2023. In the petition signed by its chief financial officer,
William S. Rudner, the Debtor disclosed $500,000 to $1 million in
assets and $10 million to $50 million in liabilities.
Judge Alan M. Koschik oversees the case.
Peter Tsarnas, Esq., at Gertsz and Rosen, Ltd., represents the
Debtor as legal counsel.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee tapped Bernstein-Burkley PC as its counsel.
UNIQUE FITNESS: Hires Horwood Marcus & Berk Chartered as Counsel
----------------------------------------------------------------
Unique Fitness Concepts, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Horwood Marcus & Berk Chartered.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the continued management and operation of its business
and assets;
(b) attend meetings and negotiate with representatives of
creditors and other parties-in-interest and respond to creditor
inquiries;
(c) advise and assist the Debtor in connection with any
potential asset disposition and sale, if warranted;
(d) assist the Debtor in reviewing, estimating, and resolving
claims asserted against the Debtor's estate;
(e) negotiate and prepare on behalf of the Debtor any sale
and/or plan of reorganization and all related documents;
(f) prepare legal papers necessary to the administration of
the estate; and
(g) perform all other bankruptcy-related legal services and
provide all other legal advice to the Debtor that may be necessary
and proper in this proceeding.
The hourly rates of the firm's counsel and staff are as follows:
Aaron L. Hammer, Senior Partner $950
Nathan E. Delman, Senior Associate $385
Dante Wen, Associate $345
Olga Baltmiskis, Paralegal $240
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also received a retainer of $25,000 from the Debtor.
Mr. Hammer 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:
Aaron L. Hammer, Esq.
Nathan E. Delman, Esq.
Dante Wen, Esq.
Horwood Marcus & Berk Chartered
500 W. Madison, Suite 3700
Chicago, IL 60661
Telephone: (312) 606-3200
Email: ahammer@hmblaw.com
ndelman@hmblaw.com
dwen@hmblaw.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.
Horwood Marcus & Berk Chartered represents the Debtor as legal
counsel.
UNITED AIRLINES: S&P Rates New Senior Secured Term Loan 'BB+
------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to United Airlines Inc.'s proposed senior secured
term loan due 2031. The '1' recovery rating indicates its
expectation of very high (90%-100%; rounded estimate: 90%) recovery
in our simulated default scenario.
The proposed term loan will rank pari passu and have the same
collateral as the company's secured revolving credit facility and
its secured notes due 2026 and 2029. The security package includes
a first-lien claim on United's international (Atlantic, Pacific,
Latin America) slots, gates, and routes (SGR) and certain domestic
U.S. slots. The company will use the proceeds from this loan, in
tandem with cash on hand, to repay in full its senior secured SGR
term loan due 2028.
S&P said, "We assume the principal amount of the new SGR term loan
will not exceed $3 billion, or close to $1 billion lower than
United's existing SGR term loan. The lower amount of expected debt,
and modestly higher valuation we ascribe to the underlying
collateral, results in an issue-level and recovery rating on the
new SGR term loan that is higher than those on United's
existing/outgoing SGR term loan (rated 'BB' and '2', respectively).
Our 'BB-' issuer credit rating on United Airlines Holdings Inc. is
not affected by this transaction."
VBI VACCINES: Inks Deal to Sell Assets to Brii Biosciences
----------------------------------------------------------
VBI Vaccines Inc. announced agreements whereby Brii Biosciences,
subject to certain activities, is expected to: (i) acquire the
intellectual property for VBI-2601, VBI's HBV immunotherapeutic
development program, and eliminate payment obligations from the
July 2023 agreements between VBI and Brii Bio, (ii) acquire
manufacturing capabilities and certain related assets at VBI's
Rehovot, Israel manufacturing facility, and (iii) enter into an
exclusive license to develop and commercialize VBI-1901, VBI's
glioblastoma (GBM) immunotherapeutic candidate, in the Asia Pacific
region (APAC), excluding Japan. Additionally, subject to certain
approvals, VBI and Brii Bio will work together to transfer the
manufacturing technologies of VBI-2601 to a site designated by Brii
Bio. VBI received $2.5 million of consideration upon signing of
definitive documents and is expected to receive up to an additional
$30.5 million of consideration, subject to achievement of certain
activities, with a target completion date of June 30, 2024.
Jeff Baxter, president and CEO of VBI, stated: "We believe that
this transaction improves the financial stability of VBI and
balances the potential value creation within our development and
commercial portfolio with a streamlined and focused resource
deployment. Upon successful completion of all transactions, we
anticipate that we will have reduced the long-term burn of the
company, and reduced our debt overhang by about 70%. We remain
steadfast in our belief that our pipeline can have a meaningful
impact on patients, providers, and public health, and we believe
this deal better positions us to deliver on this mission."
The proceeds from these agreements will be used for reduction of
debt under the Company's current facility with K2 HealthVentures.
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles ("VLPs"), including a proprietary enveloped
VLP ("eVLP") platform technology, VBI develops vaccine candidates
that mimic the natural presentation of viruses, designed to elicit
the innate power of the human immune system. VBI is committed to
targeting and overcoming significant infectious diseases, including
hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as
aggressive cancers including glioblastoma (GBM). VBI is
headquartered in Cambridge, Massachusetts, with research operations
in Ottawa, Canada, and a research and manufacturing site in
Rehovot, Israel.
VBI Vaccines reported a net loss of $113.30 million for the year
ended Dec. 31, 2022, a net loss of $69.75 million for the year
ended Dec. 31, 2021, a net loss of $46.23 million for the year
ended Dec. 31, 2020, a net loss of $54.81 million for the year
ended Dec. 31, 2019, and a net loss of $63.60 million for the year
ended Dec. 31, 2018.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated March 13, 2023, citing that the Company faces several risks,
including but not limited to, uncertainties regarding the success
of the development and commercialization of its products, demand
and market acceptance of the Company's products, and reliance on
major customers. The Company anticipates that it will continue to
incur significant operating costs and losses in connection with the
development and commercialization of its products. The Company has
an accumulated deficit as of December 31, 2022 and cash outflows
from operating activities for the year-ended December 31, 2022 and,
as such, will require significant additional funds to conduct
clinical and non-clinical trials, commercially launch its products,
and achieve regulatory approvals that raise substantial doubt about
its ability to continue as a going concern.
The Company said in its Quarterly Report for the period ended Sept.
30, 2023, that it will require significant additional funds to
conduct clinical and non-clinical trials, achieve and maintain
regulatory approvals, and commercially launch and sell our approved
products. Additional financing may be obtained from the issuance
of equity securities, the issuance of additional debt, government
or non-governmental organization grants or subsidies, and/or
revenues from potential business development transactions, if any.
There is no assurance the Company will manage to obtain these
sources of financing, if required. If the Company is unable to
obtain additional financing, the Company may be required to pursue
a reorganization proceeding, including under applicable bankruptcy
or insolvency laws. According to the Company, the above conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
VERDE BIO: Amends Merger Deal With SensaSure, Formation Minerals
----------------------------------------------------------------
Verde Bio Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Feb. 8, 2024, the
Company, SensaSure Technologies Inc., a Nevada corporation
("Parent"), and Formation Minerals Inc., a Nevada corporation and a
wholly-owned subsidiary of Parent ("Merger Sub") entered into an
amendment to the Merger Agreement, pursuant to which, among other
things, the Parties: (i) clarified Parent's obligation to issue the
Spartan Shares in the form of Parent Common Stock; and (ii)
extended the outside termination date of the Merger Agreement from
Feb. 1, 2024 to June 30, 2024.
Except as stated above, the Merger Agreement Amendment does not
result in any other substantive changes to the Merger Agreement,
including without limitation changes in the representation and
warranties, clauses regarding interim operations of the Company, or
any additional covenants.
On Dec. 11, 2023, Verde Bio entered into an Agreement and Plan of
Merger with SensaSure, and Formation. Pursuant to the Merger
Agreement, Parent agreed to issue to Spartan Capital Securities,
LLC, a New York limited liability company and/or its designees, on
the Closing Date, a number of shares of common stock, par value
$0.01 per share of Parent, such that immediately following the
Effective Time (as defined in the Merger Agreement) and the
issuance of all shares of Parent Common Stock pursuant to the
Merger Agreement, Spartan and/or its designees will own 5,000,000
shares of Parent Common Stock (subject to adjustment in the event
of a change in the Company Valuation (as defined in the Merger
Agreement), such that in any event Spartan and/or its designees
will own a number of shares of Parent Common Stock that is equal to
5.1% of the number of shares of Parent Common Stock issued and
outstanding on a fully-diluted basis on the Closing Date and
following the Effective Time, such shares the "Spartan Shares") in
consideration for services Spartan provided to the Company. In
furtherance of the foregoing, on Feb. 6, 2024, the Company, Parent
and Spartan entered into a side letter with respect to the Spartan
Shares. The Spartan Shares will be offered and sold in reliance
upon the exemption provided in Section 4(a)(2) of the Securities
Act of 1933, as amended.
Pursuant to the Side Letter Agreement, Parent (i) confirmed its
obligation to issue the Spartan Shares pursuant to the Merger
Agreement and (ii) agreed that, subject to the terms and conditions
of the Side Letter Agreement and the Merger Agreement, and
applicable securities laws, if upon an Uplist Event (as defined in
the Side Letter Agreement) Spartan's (and/or its designees')
percentage ownership of Parent Common Stock is less than 4.0% of
the number of shares of Parent Common Stock issued and outstanding
(and not as a result of Spartan and/or its designees selling,
transferring or otherwise disposing of shares of Parent Common
Stock), then the Company will promptly issue to Spartan a number of
shares of Parent Common Stock such that Spartan will own 4.0% of
the number of shares of Parent Common Stock issued and outstanding
on a fully-diluted basis immediately following the consummation of
such Uplist Event.
About Verde Bio
Verde Bio Holdings, Inc. (OTC: VBHI) is an energy company based in
Frisco, Texas, engaged in the acquisition and management of Mineral
and Royalty interests in lower risk, onshore oil and gas properties
within the major oil and gas plays in the U.S. The Company's
dual-focused growth strategy relies primarily on leveraging
management's expertise to grow through the strategic acquisition of
revenue producing royalty interest and strategic and opportunistic
non-operated working interests.
As of Oct. 31, 2023, the Company had $3.70 million in total assets,
$2.01 million in total liabilities, $148,139 in total temporary
equity, and $1.54 million in total stockholders' equity.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2012, issued a "going concern" qualification in its
report dated Aug. 1, 2023, citing that the Company has suffered
recurring losses from operations and has negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern.
VESTAVIA HILLS: Seeks to Hire Fennemore as Substitute Counsel
-------------------------------------------------------------
Vestavia Hills, Ltd., doing business as Mount Royal Towers, seeks
approval from the U.S. Bankruptcy Court for the Southern District
of California to employ Fennemore LLP as its substitute general
Chapter 11 bankruptcy counsel.
The Debtor requires legal counsel to:
(a) advise, consult with, and assist the Debtor with regard to
a plan of reorganization or liquidation, if necessary, or other
means of satisfying creditors' claims;
(b) evaluate, object to, or otherwise resolve claims against
the estate;
(c) commence, prosecute, and defend suits and adversary
proceedings arising out of or relating to this case and relating to
assets of this estate;
(d) assist in representing the Debtor before this court;
(e) assist in and to render advice with respect to the
preparation of contracts, monthly operating reports, accounts,
applications, and orders; and
(f) advise, consult with, and otherwise represent the Debtor
in connection with such other matters as may be necessary for the
duration of this bankruptcy case.
The hourly rates of the firm's counsel and staff are as follows:
Kathleen Cashman-Kramer, Director $525
Jonathan S. Dabbieri, Director $605
Christopher Hawkins, Director $610
James P. Hill, Director $665
Donald G. Rez, Director $605
Gary B. Rudolph, Director $610
Elizabeth E. Stephens, Of Counsel $450
Laurel Dinkins, Paralegal $310
Linda Gubba-Reiner, Paralegal $310
Law Clerk $195
Case Assistants $30 - $100
Mr. Hill 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:
James P. Hill, Esq.
Christopher V. Hawkins, Esq.
Fennemore LLP
600 B. Street, 17th Floor
San Diego, CA 92101
Telephone: (619) 233-4100
Facsimile: (619) 231-4372
Email: jhill@fennemorelaw.com
chawkins@fennemorelaw.com
About Vestavia Hills
Vestavia Hills, Ltd., which conducts business under the name Mount
Royal Towers, operates a continuing care retirement community and
assisted living facility for the elderly in Vestavia Hills, Ala. It
offers individualized senior living options for a convenient
community lifestyle and provides personalized nursing care.
Vestavia Hills sought Chapter 11 protection (Bankr. S.D. Calif.
Case No. 20-00018) on Jan. 3, 2020, with $18,531,957 in assets and
$29,742,790 in liabilities.
Judge Laura S. Taylor oversees the case.
The Debtor tapped Fennemore LLP as bankruptcy counsel; Campbell
Partners, APC and Hall Booth Smith, PC as special litigation
counsels; and Harbuck Keith & Holmes, LLC as special Alabama
licensing and regulatory counsel.
VICE GROUP: Unsecureds to Recover 1% to 2% in Liquidating Plan
--------------------------------------------------------------
Venus Liquidation Inc., f/k/a Vice Group Holding Inc., and certain
of its Affiliates filed with the U.S. Bankruptcy Court for the
Southern District of New York a Disclosure Statement for Plan of
Liquidation dated February 8, 2024.
VICE traces its roots back to 1994, when Shane Smith, co-founded
and launched Voice of Montreal, an alternative punk focused
magazine, in Montreal, Quebec, Canada.
The Plan is premised upon (i) the sale of substantially all of the
Debtors' assets (the "Sale") to Vice Acquisition Holdco, LLC
(including any Buyer Designee, as that term is defined in the Asset
Purchase Agreement, the "Purchaser"), a consortium comprised of
affiliates of Fortress Investment Group, Soros Fund Management and
Monroe Capital, under section 363 of the Bankruptcy Code and
pursuant to an asset purchase agreement to the Bankruptcy Court
order dated June 23, 2023 (the "Sale Order") (as such agreement was
amended, supplemented, or otherwise modified from time to time, the
"Asset Purchase Agreement"), and (ii) the settlement (the
"Committee Settlement") embodied in the Final Order (I) Authorizing
the Debtors to (A) Obtain Postpetition Financing and (B) Use Cash
Collateral, (II) Granting Liens and Superpriority Claims, (III)
Modifying the Automatic Stay, (IV) Granting Adequate Protection to
Prepetition Secured Parties, and (V) Granting Related Relief, which
was approved by the Bankruptcy Court on June 13, 2023 (the "DIP
Financing Order"), among the Debtors, the official committee of
unsecured creditors (the "Creditors' Committee"), Fortress Credit
Corp., as administrative agent (in such capacity, the "DIP
Administrative Agent"), Wilmington Trust, National Association, as
collateral agent (in such capacity, the "DIP Collateral Agent," and
together with the DIP Administrative Agent, the "DIP Agents,") on
behalf of the lender parties to the DIP Credit Agreement the "DIP
Lenders" and DIP Agents, collectively, the "DIP Secured Parties"),
and Prepetition Secured Parties.
By the Bid Deadline, the Debtors received ten non-binding bids,
five of which were for the entire Company and five of which were
for a single Business Segment or combination of other assets. On
June 21, 2023, the Purchaser increased their bid to $350 million,
which was detailed in the Notice of Filing of Amendment No. 2 to
the Asset and Equity Purchase Agreement. The Debtors closed the
Sale on July 31, 2023.
The Sale was the result of extensive good-faith negotiations among
the Debtors, the Creditors' Committee, and the Purchaser. With the
closing of the Sale on July 31, 2023, the Debtors have liquidated
their primary tangible assets and satisfied substantially all of
their secured debt obligations.
The Debtors are proposing the Plan in form and substance agreeable
to the Creditors' Committee. The Plan shall require that the GUC
Cash Reserve, all GUC Reserved Litigation Claims, and any Excluded
Assets be used to the extent necessary to satisfy the priorities
set forth in the Bankruptcy Code, and any remaining cash that is
not required to be used to pay administrative expenses, other
statutory priority claims, or statutory secured claims, as required
under the Bankruptcy Code, in each case, as of the Effective Date
of an approved Chapter 11 Plan, shall be distributed for the
benefit of general unsecured creditors by a Plan Administrator to
be selected by the Creditors' Committee after consultation with the
Debtors. The Plan also provides that the Plan Administrator will
continue to liquidate and wind down any remaining assets of the
Debtors not sold prior to the Effective Date.
The Plan establishes a Plan Administrator to pursue GUC Reserved
Litigation Claims and maximize the value of any remaining estate
assets. Under the Plan, Holders of Allowed General Unsecured Claims
will receive distributions in accordance with the Plan and the
priorities established by the Bankruptcy Code and applicable orders
of the Bankruptcy Court. The Plan ensures that at least $500,000
from the GUC Cash Reserve will allow the Plan Administrator to
effectively pursue the GUC Reserved Litigation Claims on behalf of
the unsecured creditors and to complete the administration of the
Chapter 11 Cases. In addition to the GUC Cash Reserve, the Plan
establishes two other reserve accounts: (i) the Disputed Claims
Reserve, and (ii) the Professional Fee Escrow.
The GUC Cash Reserve will be funded with $500,000 less any amounts
that may be used between the Sale Closing Date and the Effective
Date to fund the costs of the Chapter 11 Cases, including the
satisfaction of Allowed Claims on or prior to the Effective Date in
accordance with the terms of the Plan and any orders of the
Bankruptcy Court. Following the Effective Date, the funds in the
GUC Cash Reserve will be used to pay Allowed Administrative Claims
(other than Professional Fee Claims), Allowed Priority Tax Claims,
Allowed Other Secured Claims, and Allowed Other Priority Claims
that have not otherwise been satisfied as of the Effective Date
(collectively, the "Plan Reserve Obligations"). Any funds remaining
in the Plan Reserve Account following satisfaction or disallowance
of all Plan Reserve Obligations will become cash that can be
distributed to creditors.
Class 8 consists of General Unsecured Claims. Subject to the
Committee Settlement and the Sharing Threshold therein, except to
the extent that a Holder of an Allowed General Unsecured Claim
agrees to different, less favorable treatment, in full and final
satisfaction, settlement, and release of, and in exchange for, all
such Allowed Claims, each Holder of an Allowed General Unsecured
Claim shall receive such Holder's Pro Rata share of the Plan
Administrator Net Recovery available for Distribution on each such
Distribution Date as provided under the Plan and the Plan
Administrator Agreement. This Class will receive a distribution of
1% to 2% of their allowed claims. The allowed unsecured claims
total $47.7 million and an amount "TBD." This Class is impaired.
On the Effective Date, all Interests shall be eliminated, and
Holders of Interests shall not receive or retain any property under
the Plan on account of such Interests.
On and after the Effective Date, the Plan will be implemented by
the Plan Administrator, in a manner consistent with the terms and
conditions set forth in the Plan, Plan Administrator Agreement and
the Confirmation Order.
The primary source of funding the Distributions and payments
required to be made under the Plan shall be the net proceeds as
determined by the Plan Administrator with respect to (a) the GUC
Cash Reserve of $500,000, (b) Net Available Cash and (c) recoveries
resulting from the possible prosecution of the GUC Reserved
Litigation Claims by the Plan Administrator, as the case may be, on
behalf of the Debtors' estates ("Plan Administrator Net
Recovery").
A full-text copy of the Disclosure Statement dated February 8, 2024
is available at https://urlcurt.com/u?l=LHsYlJ from Stretto, Inc.,
claims agent.
Counsel to the Debtors:
Albert Togut, Esq.
Kyle J. Ortiz, Esq.
Brian F. Moore, Esq.
Togut, Segal & Segal, LLP
One Penn Plaza, Suite 3335
New York, NY 10119
Tel: (212) 594-5000
Fax: (212) 967-4258
Email: altogut@teamtogut.com
kortiz@teamtogut.com
bmoore@teamtogut.com
About Vice Group Holding
Vice is a global, multi-platform media company with a collection of
powerful brands, producing premium award-winning content for a
highly engaged global youth audience. It creates thousands of
pieces of content each week globally, including editorial, digital
and social video, experiential events, commercials, music videos,
scripted and unscripted television, feature documentaries, and
movies.
Vice Group Holding, Inc. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
23-10738) on May 15, 2023. At the time of the filing, the Debtors
reported $500 million to $1 billion in both assets and
liabilities.
Judge John P. Mastando III oversees the cases.
The Debtors tapped Togut, Segal & Segal, LLP as bankruptcy counsel;
Shearman & Sterling, LLP as special counsel; PJT Partners, Inc. and
Liontree Advisors, LLC as financial advisors; and AP Services, LLC
as restructuring advisor. Frank Pometti of AP Services serves as
the Debtors' chief restructuring officer. Stretto, Inc. is the
claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel and Alvarez & Marsal North America, LLC as financial
advisor.
VICTORY PROFESSIONAL: Hires Pagter and Perry Isaacson as Counsel
----------------------------------------------------------------
Victory Professional Products, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Pagter and Perry Isaacson.
The Debtor requires legal counsel to:
(a) give advice regarding the requirements of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, the Local
Bankruptcy Rules, and the requirements of the U.S. Trustee
pertaining to the administration of the Debtor's estate;
(b) advise and represent the Debtor concerning the rights and
remedies of the estate; and
(c) prepare legal papers;
(d) protect and preserve the estate;
(e) analyze and prepare necessary objections to proofs of
claim filed against the estate;
(f) conduct examinations of witnesses, claimants, or adverse
parties;
(g) represent the Debtor in any proceeding or hearing in the
Bankruptcy Court;
(h) advise and represent the Debtor in the negotiation,
formulation, and drafting of any plan of reorganization and
disclosure statement;
(i) advise and represent the Debtor in connection with the
investigation of potential causes of action against persons or
entities; and
(j) render such other advice and services as the Debtor may
require in connection with this case.
The hourly rates of the firm's counsel and staff are as follows:
R. Gibson Pagter, Jr. $650
Misty Perry Isaacson $500
Paralegals $60 - $100
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $26,738, including the filing fee
of $1,738.
Misty Perry Isaacson, Esq., an attorney at Pagter and Perry
Isaacson, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Misty Perry Isaacson, Esq.
Pagter and Perry Isaacson
1851 East First Street Suite 700
Santa Ana, CA 92705
Telephone: (714) 541-6072
Email: misty@ppilawyers.com
About Victory Professional Products
Victory Professional Products, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 24-10111) on Jan. 17, 2024, with $100,001 to $500,000 in assets
and $1,000,001 to $10 million in liabilities.
Misty A. Perry Isaacson of Pagter and Perry Isaacson represents the
Debtor as legal counsel.
VILLAGE GATE: Donald Mallory Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 3 & 9 appointed Donald Mallory Esq., as
Subchapter V trustee for Village Gate, LLC.
Mr. Mallory 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. Mallory declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Donald W. Mallory, Esq.
600 Vine Street, Suite 2500
Cincinnati, OH 45202
(513) 852-6094 Fax: (513) 419-6494
Email: dwmallory@woodlamping.com
About Village Gate
Village Gate, LLC is a company in Cincinnati, Ohio, engaged in
renting and leasing real estate properties.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-10180) on January 30,
2024, with $1,425,500 in assets and $2,456,073 in liabilities.
Shlomo (Steve) Rasabi, manager, signed the petition.
Judge Beth A. Buchanan oversees the case.
David A. Kruer, Esq., at David Kruer & Company, LLC represents the
Debtor as legal counsel.
VISTAGEN THERAPEUTICS: Posts $6.4 Million Net Loss in Third Quarter
-------------------------------------------------------------------
Vistagen Therapeutics, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
and comprehensive loss of $6.35 million on $411,400 of total
revenues for the three months ended Dec. 31, 2023, compared to a
net loss and comprehensive loss of $9.76 million on $179,600 of
total revenues for the three months ended Dec. 31, 2022.
For the nine months ended Dec. 31, 2023, the Company reported a net
loss and comprehensive loss of $19.84 million on $866,700 of total
revenues, compared to a net loss and comprehensive loss of $47.02
million on ($402,900) of total revenues for the nine months ended
Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $131.07 million in total
assets, $7.78 million in total liabilities, and $123.28 million in
total stockholders' equity.
The Company has incurred significant losses and negative cash flows
from operations since inception. As of Dec. 31, 2023, the Company
had an accumulated deficit of $346.7 million. The Company expects
that operating losses and negative cash flows will continue for the
foreseeable future as it continues to develop its product
candidates. The Company currently expects that its cash and cash
equivalents of $126.6 million as of Dec. 31, 2023 will be
sufficient to fund operating expenses and capital requirements for
more than 12 months from the date the unaudited condensed
consolidated financial statements are issued.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1411685/000143774924003916/vtgn20231231_10q.htm
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics,
Inc. -- http://www.vistagen.com-- is a late clinical-stage
biopharmaceutical company aiming to transform the treatment
landscape for individuals living with anxiety, depression and other
CNS disorders. The Company is advancing therapeutics with the
potential to be faster-acting, and with fewer side effects and
safety concerns, than those that are currently available for
treatment of anxiety, depression and multiple CNS disorders.
Vistagen reported a net loss and comprehensive loss of $59.25
million for the fiscal year ended March 31, 2023, compared to a net
loss and comprehensive loss of $47.76 million on $1.11 million of
total revenues for the year ended March 31, 2022. As of Sept. 30,
2023, the Company had $42.19 million in total assets, $6.55 million
in total liabilities, and $35.64 million in total stockholders'
equity.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2006, issued a "going concern"
qualification in its report dated June 28, 2023, citing that the
Company has suffered negative cash flows from operations and
recurring losses from operations since inception, resulting in an
accumulated deficit of $326.9 million as of March 31, 2023, that
raise substantial doubt about its ability to continue as a going
concern.
VIVAKOR INC: Obtains $3 Million Term Loan From Cedarview
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Vivakor, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that the Company, as the borrower; Vivaventures
Management Company, Inc., Vivaventures Oil Sands, Inc., Silver
Fuels Delhi, LLC, White Claw Colorado City, LLC, Vivaventures
Remediation Corporation and Vivaventures Energy Group, Inc., which
are the Company's subsidiaries, as guarantors; Cedarview
Opportunities Master Fund LP, as the lender; and Cedarview Capital
Management, LLC, as the agent, entered into a Loan and Security
Agreement.
Pursuant to the Loan and Security Agreement, the Company issued a
secured promissory note in the principal amount of $3,000,000, and
the Lenders agreed to provide a $3,000,000 term loan to the
Company. On Feb. 6, 2024, the Company received the net proceeds
from the Term Loan, less a 3% origination fee. The transaction
documents were signed on Feb. 5, 2024, and became effective as of
the Closing Date.
The amounts borrowed under the Loan and Security Agreement will
bear interest at a rate per annum of 22%. The Company also paid
certain fees and transaction expenses in connection with the
release of the funds in connection with the Term Loan. The
principal amounts due under the Term Loan are payable as follows:
(i) for the first three months, the Company shall make an interest
only payment of $165,000, which the Company prepaid on the Closing
Date, and (ii) for the following 12 months, the Company shall make
monthly installment payments of $250,000 plus interest, which must
be made on or before May 5, 2025.
In the event of any prepayment, which may only occur from the
beginning of the third to the end of the sixth calendar month after
the Closing Date, the Company shall pay a prepayment premium in the
amount of 10% of the principal amount of the Term Loan outstanding
prior to such prepayment. Notwithstanding the foregoing, if and
when the Company raises in the aggregate $7,500,000 or more from
the sale of its equity in sales (other than in connection with any
acquisition, merger, or like transaction) completed more than 90
calendar days after the Closing Date, the Company shall immediately
offer to prepay the entire outstanding balance of the Term Loan,
which offer may be accepted or rejected by the Agent.
The amounts borrowed pursuant to the terms of the Loan and Security
Agreement are secured by substantially all of the present and
after-acquired assets of the Company and the Subsidiaries, except
for certain after-acquired assets that were excepted by a letter
agreement between the parties. Additionally, the Company's
obligations under the Loan and Security Agreement are jointly and
severally guaranteed by substantially all of the Subsidiaries.
The Loan and Security Agreement contains customary representations,
warranties and affirmative and negative financial and other
covenants for a loan of this type. The closing was subject to
customary closing conditions.
In connection with the Loan and Security Agreement, and as
additional consideration for the Lender agreeing to loan funds to
the Company thereunder, the Company issued an irrevocable letter to
its transfer agent to reserve 3,000,000 shares of the Company's
common stock until the Term Loan was repaid in full. In the event
the Term Loan is not paid in full by the Maturity Date, the Agent
may instruct the Transfer Agent to issue the Collateral Securities
to the Agent, which the Agent may then sell until such time the
amounts due under the Term Loan are repaid in full, after which any
shares of Collateral Securities remaining shall be returned to the
Company.
The Company paid $70,000 to a finder in relation to obtaining the
Term Loan and issued to the Lender 300,000 shares of the Company's
common stock, restricted in accordance with Rule 144, as additional
consideration for the Term Loan.
Pledge Agreement
In connection with the entry into the Loan and Security Agreement,
the Company and the Agent, entered into a Pledge Agreement in favor
of the Lender, pursuant to which the Company granted the Agent a
security interest in all of the now owned or hereafter acquired
promissory notes and instruments evidencing indebtedness to the
Company and the Subsidiaries, and all now owned or hereafter
acquired equity interests owned by the Company and the
Subsidiaries.
Guaranty
The Company's obligations under the Loan and Security Agreement
were unconditionally guaranteed by the Subsidiaries pursuant to the
terms of a Guaranty entered into on Feb. 5, 2024, by the
Subsidiaries in favor of the Agent.
Security Agreement
In connection with the Loan and Security Agreement, the Company
entered into a Security Agreement in favor of the Agent, pursuant
to which it provided the Agent on behalf of the Lender a continuing
security interest in all of the property and assets, including all
equipment, goods, inventory, personal property, intellectual
property, and all proceeds with respect of the foregoing, now owned
or hereafter acquired, subject to certain exceptions. The Security
Agreement includes customary representations, warranties and
covenants of the Company for a facility of this size and type.
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.
In its Quarterly Report for the period ended Sept. 30, 2023,
Vivakor said there is substantial doubt about its ability to
continue as a going concern. Vivakor has historically suffered net
losses and cumulative negative cash flows from operations, and as
of September 30, 2023, the Company 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 for a
reduction in noted payable to a related party, of which the
Company's CEO is a beneficiary. As of September 30, 2023, the
Company had cash of approximately $1.2 million, and it had
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 the 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 12
months.
WEBSTER UNIVERSITY: Moody's Cuts Issuer & Rev. Bond Ratings to B1
-----------------------------------------------------------------
Moody's Investors Service has downgraded Webster University's (MO)
issuer and revenue bond ratings to B1 from Ba3. The university had
total outstanding debt of $124 million at fiscal end 2023. The
ratings have been placed under review for possible downgrade,
previously the outlook was negative.
The downgrade to Webster's B1 issuer rating was largely driven by
the continuing financial challenges and the escalating credit risk
introduced by its debt structure and depleted liquidity position,
which was a key driver behind the going concern opinion in the
fiscal 2023 audited financial statement. Limitations around
financial strategy, reflected in the recent going concern audit
opinion, underpins the G-5 governance IPS score and represents a
driver of the rating action.
The review will focus on the ability of the university to meet its
liquidity covenant, both in the current and future fiscal years,
our assessment of the likelihood of termination risk of the newly
secured line of credit subsequent to fiscal end 2023, and
verification of progress towards materially reducing the magnitude
of the budgetary imbalance in the current fiscal year.
RATINGS RATIONALE
Webster University's B1 issuer rating incorporates its heightened
financial challenges, while also acknowledging its good scale and
nominal financial resources, and signs of improving student demand
following a period of steep and sustained enrollment declines
through fall 2021. The implementation of market strengthening
measures contributed to significant enrollment gains in both fall
2022 and fall 2023, translating to a substantial increase in net
tuition revenue in fiscal 2024. Management reports significant
progress towards reducing the magnitude of the operating deficit in
the current fiscal year and has set forth strategies to return to
positive cash flow in fiscal 2025. Sustaining strong net tuition
revenue growth beyond the current fiscal year is critical to
stabilizing operating results and liquidity, though this will be
difficult given the heightened student market competition and
evolving consumer preferences.
Diminishing levels of unrestricted financial resources owing to
deep and sustained operating deficits along with elevated exposure
to debt structure risks leave the university with a highly impaired
liquidity position. At this point, there is uncertainty around the
university's ability to meet its liquidity covenant in the current
fiscal year absent its successful circuit court petition to release
restrictions on about $34 million of endowment funds or ability to
bolster reserves through other measures; the court ruling is
expected in mid-February. The university's reliance on external
liquidity through $40 million of outstanding lines of credit at
fiscal end 2023 adds elevated credit risk. The lines are due on
demand and collateralized by endowment funds. In June 2023, the
university found a new lender for a line of credit after the
previous lender requested termination and repayment of the prior
line. The S-5 reflects the university's elevated exposure to social
risks, specifically elevated competition, challenging regional
demographics and shifting societal trends.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Sustained strengthening in operating performance towards
restoration of break-even operating results
-- Significant improvement in liquidity profile and elimination of
reliance on lines of credit for operations
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Inability to make significant progress towards reducing the
magnitude of the operating deficit in the current fiscal year and
returning to positive cash flow in fiscal 2025 and thereafter
-- Failure to materially strengthen unrestricted financial
resources or remain in compliance with debt covenants
-- Inability to sustain positive student demand momentum and
growth in net student revenue in fiscal 2025
LEGAL SECURITY
Rated bonds are unconditional obligations of the university with a
lien on general revenue. The university is bound by several
financial covenants, including requirements to maintain
unrestricted resources to long-term debt of at least 0.75x
(liquidity ratio) and maximum annual debt service to unrestricted
gross revenue of a maximum of 10% (maximum annual debt service
ratio). The university generated a maximum annual debt service
ratio of 7.53% in fiscal 2023. However, its liquidity ratio at 20%
in fiscal 2023 was well below the required threshold and prospects
for restoring near-term compliance are uncertain. Under the legal
documents, the covenant breach required the university to procure
the services of a financial consultant to help restore compliance.
However, if, after working with the consultant, the university's
liquidity ratio is below 50% at the end of the fiscal year, an
event of default could ensure, potentially triggering an
acceleration event.
PROFILE
Originally founded in 1915, Webster is a private university with
its main residential campus just outside of St. Louis, multiple
metropolitan and military base campuses scattered through the
United States, as well as international locations across nine
countries and three continents (Europe, Asia and Africa). Webster
offers a diverse mix of undergraduate, graduate, and certificate
programs and has extensive online programming. It enrolled 10,590
full-time equivalent students in fall 2023 and generated $118
million in operating revenue in fiscal 2023.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.
WILLIAM INSULATION: Seeks to Hire Musser Bros. as Auctioneer
------------------------------------------------------------
William Insulation Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Wyoming to employ Musser Bros.
Inc. as auctioneer.
The Debtor needs an auctioneer to assist in the sale of its assets
via public auction.
The auctioneer will be compensated as follows:
(i) allowance of a 10 percent buyer's premium;
(ii) an additional 15 percent of the hammer price of each item
or lot that sells for a sum less than or equal to $2,500 (together
with the 10 percent buyer's premium, the "Commission"); and
(iii) an expense reimbursement of up to $15,000.
Harold Musser, president of Musser Bros., disclosed in a court
filing that his firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Harold R. Musser
Musser Bros. Inc.
3125 Rickenbacker Dr.
Pasco, WA 99301
Telephone: (509) 416-6060
About William Insulation Company
William Insulation Company is an industrial insulation contractor
serving the industrial insulation and fireproofing market.
William Insulation Company, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case
No. 24-20024) on Feb. 2, 2024. In the petition signed by Kenneth
Milne, chief executive officer, the Debtor estimated $5,588,438 in
assets and $10,402,598 in liabilities.
Bradley T. Hunsicker, Esq. at Markus Williams Young & Hunsicker LLC
represents the Debtor as counsel.
WINDOW SYSTEMS: Unsecureds Will Get 15.10% of Claims over 5 Years
-----------------------------------------------------------------
Window Systems of Texas, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Texas a First Amended Plan of
Reorganization dated February 6, 2024.
Window Systems of Texas, Inc. started operations in September 1995.
Debtor manages and operates a commercial glass and glazing contract
business. The Debtor is currently owned 100% by David Mallette. He
will remain the owner and retain his 100% ownership interests going
forward.
The Debtor 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.
The 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 six 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 Allowed 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. Creditors shall receive either monthly, or quarterly
disbursements based on the projection distributions of each
12-month period. Debtor will distribute $274,000.00 to the general
allowed unsecured creditor pool over the 5-year term of the plan,
including the under-secured claim portions.
The Debtor's General Allowed Unsecured Claimants will receive
15.10% of their allowed claims under this plan. These payments may
be made monthly or quarterly but at the very minimum Class 4
claimants shall receive the yearly distribution of one-fifth their
payment amount each year. Any potential rejection damage claims
from executory contracts that are rejected in this Plan will be
added to the Class 4 unsecured creditor pool and will be paid on a
pro-rata basis. The allowed unsecured claims total $1,814,637.21.
This Class is impaired.
Class 5 consists of Equity Interest Holders. 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.
The Debtor anticipates the continued operations of the business to
fund the Plan.
A full-text copy of the First Amended Plan dated February 6, 2024
is available at https://urlcurt.com/u?l=eZNYId from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
joshua.gordon@lanelaw.com
About Window Systems of Texas
Window Systems of Texas, Inc. manages and operates a commercial
glass and glazing contract business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33685) on September
26, 2023. In the petition signed by David Mallette, president, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Judge Jeffrey P. Norman oversees the case.
Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as
legal counsel.
WYNN RESORTS: Prices $400M Add-On Offering of Senior Notes Due 2031
-------------------------------------------------------------------
Wynn Resorts, Limited announced the pricing by Wynn Resorts
Finance, LLC and its subsidiary Wynn Resorts Capital Corp.
(collectively, the "Issuers"), each an indirect wholly-owned
subsidiary of Wynn Resorts, of $400 million aggregate principal
amount of 7.125% Senior Notes due 2031 (the "Notes") in a private
offering. The initial purchasers of the Notes will offer the Notes
for resale initially at a price equal to 103.000% of the principal
amount thereof, with an initial yield of 6.570%, plus accrued
interest from February 15, 2024.
Wynn Resorts Finance plans to contribute the net proceeds from the
offering, together with cash contributed by Wynn Resorts and/or
borrowings under Wynn Resorts Finance's senior credit facilities,
to its subsidiary, Wynn Las Vegas, LLC ("Wynn Las Vegas"), and will
cause Wynn Las Vegas to use the contribution, together with cash on
hand, (i) to repurchase up to $800.0 million of the Wynn Las Vegas'
5.500% Senior Notes due 2025 (the "2025 LV Notes") that are validly
tendered and accepted for payment pursuant to Wynn Las Vegas'
tender offer commenced on the date hereof, (ii) to pay related fees
and expenses, and (iii) the remainder, if any, for general
corporate purposes. If any proceeds remain after the tender offer,
Wynn Las Vegas may use the remaining proceeds, cash contributed by
Wynn Resorts, borrowings under Wynn Resorts Finance's senior credit
facilities, or proceeds from the issuance of additional notes, from
time to time, to purchase additional 2025 LV Notes in the open
market, in privately negotiated transactions, through tender
offers, or otherwise, or to redeem, discharge or defease the 2025
LV Notes that are able to be redeemed, discharged or defeased
pursuant to their terms. This press release shall not constitute an
offer to purchase or the solicitation of an offer to sell the 2025
LV Notes. This press release does not constitute a notice of
redemption or an offer to purchase or a solicitation of an offer to
sell the 2025 LV Notes.
The Issuers will make the offering pursuant to an exemption under
the Securities Act of 1933, as amended (the "Securities Act"). The
initial purchasers of the Notes will offer the Notes only to
persons reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act or outside the
United States to certain persons in reliance on Regulation S under
the Securities Act. The Notes have not been and will not be
registered under the Securities Act or under any state securities
laws. Therefore, the Issuers may not offer or sell the Notes within
the United States to, or for the account or benefit of, any United
States person unless the offer or sale would qualify for a
registration exemption from the Securities Act and applicable state
securities laws.
About Wynn Resorts Ltd.
Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and
operates hotels and casino resorts. As of Sept. 30, 2023, Wynn
Resorts has $13.34 billion in total assets and $15.05 billion in
total liabilities.
Egan-Jones Ratings Company on September 19, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Wynn Resorts, Limited.
WYNN RESORTS: Reports $1.84B Revenue for Q4 2023
------------------------------------------------
Wynn Resorts Ltd. reported financial results for the fourth quarter
ended December 31, 2023.
Commenting on the results, Craig Billings, CEO of Wynn Resorts,
Limited, said, "The strong momentum we built throughout 2023
continued during the fourth quarter with Adjusted Property EBITDAR
reaching a new all-time record. These impressive results highlight
our team's relentless focus on delivering five-star hospitality,
which continues to elevate our properties above our peers as the
destinations of choice for luxury guests in Las Vegas, Boston and
Macau," said Craig Billings, CEO of Wynn Resorts, Limited. "On the
development front, construction of Wynn Al Marjan Island continues,
with much of the hotel tower and podium foundation complete, and
preparations underway to start vertical construction of the hotel
tower. We are confident the resort will be a 'must see' tourism
destination in the UAE. We are excited about the outlook for the
Company, and we will continue to focus on driving long-term returns
for shareholders."
Consolidated Results
Operating revenues were $1.84 billion for the fourth quarter of
2023, an increase of $835.5 million from $1.00 billion for the
fourth quarter of 2022. For the fourth quarter of 2023, operating
revenues increased $411.3 million, $309.0 million, $111.3 million,
and $5.1 million at Wynn Palace, Wynn Macau, our Las Vegas
Operations, and Wynn Interactive, respectively, and decreased $1.2
million at Encore Boston Harbor, from the fourth quarter of 2022.
Net income attributable to Wynn Resorts, Limited was $729.2 million
for the fourth quarter of 2023, compared to net income attributable
to Wynn Resorts, Limited of $32.4 million for the fourth quarter of
2022. The increase in net income attributable to Wynn Resorts,
Limited was primarily the result of increased operating revenues
from our Macau Operations and our Las Vegas Operations, as well as
an income tax benefit related to the release of valuation allowance
on certain deferred tax assets as a result of achieving sustained
profitability in the U.S. Diluted net income per share was $6.19
for the fourth quarter of 2023, compared to diluted net income per
share of $0.29 for the fourth quarter of 2022. Adjusted net income
attributable to Wynn Resorts, Limited(2) was $213.7 million, or
$1.91 per diluted share, for the fourth quarter of 2023, compared
to adjusted net loss attributable to Wynn Resorts, Limited of
$138.7 million, or $1.23 per diluted share, for the fourth quarter
of 2022.
Adjusted Property EBITDAR was $630.4 million for the fourth quarter
of 2023, an increase of $435.3 million compared to Adjusted
Property EBITDAR of $195.1 million for the fourth quarter of 2022.
For the fourth quarter of 2023, Adjusted Property EBITDAR increased
$195.1 million, $161.0 million, $51.5 million, $26.5 million, and
$1.1 million at Wynn Palace, Wynn Macau, our Las Vegas Operations,
Wynn Interactive, and Encore Boston Harbor, respectively, from the
fourth quarter of 2022.
For the year ended December 31, 2023, operating revenues were $6.53
billion, an increase of $2.78 billion from $3.76 billion for the
year ended December 31, 2022. Operating revenues for the year ended
December 31, 2023 increased $1.48 billion, $902.3 million, $348.5
million, $34.7 million, and $13.0 million at Wynn Palace, Wynn
Macau, our Las Vegas Operations, Encore Boston Harbor, and Wynn
Interactive, respectively, from the year ended December 31, 2022.
Net income attributable to Wynn Resorts, Limited was $730.0
million, or $6.32 per diluted share for the year ended December 31,
2023, compared to net loss attributable to Wynn Resorts, Limited of
$423.9 million, or $3.73 per diluted share for the year ended
December 31, 2022. The increase in net income attributable to Wynn
Resorts, Limited was primarily the result of increased operating
revenues from our Macau Operations and our Las Vegas Operations, as
well as an income tax benefit related to the release of valuation
allowance on certain deferred tax assets as a result of achieving
sustained profitability in the U.S. Adjusted net income
attributable to Wynn Resorts, Limited was $462.3 million, or $4.10
per diluted share, for the year ended December 31, 2023, compared
to adjusted net loss attributable to Wynn Resorts, Limited of
$507.4 million, or $4.47 per diluted share, for the year ended
December 31, 2022.
Adjusted Property EBITDAR was $2.11 billion for the year ended
December 31, 2023, compared to $725.4 million for the year ended
December 31, 2022. Adjusted Property EBITDAR for the year ended
December 31, 2023 increased $712.4 million, $462.1 million, $145.1
million, $55.8 million, and $14.0 million, at Wynn Palace, Wynn
Macau, our Las Vegas Operations, Wynn Interactive, and Encore
Boston Harbor, respectively, from the year ended December 31,
2022.
Wynn Resorts, Limited also announced that its Board of Directors
has declared a cash dividend of $0.25 per share, payable on
February 29, 2024 to stockholders of record as of February 20,
2024.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
http://tinyurl.com/22cet4mx
About Wynn Resorts Ltd.
Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and
operates hotels and casino resorts. As of Sept. 30, 2023, Wynn
Resorts has $13.34 billion in total assets and $15.05 billion in
total liabilities.
Egan-Jones Ratings Company on September 19, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Wynn Resorts, Limited.
WYNN RESORTS: Unit Commences Tender Offer for Senior Notes Due 2025
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Wynn Resorts, Limited announced that its indirect wholly-owned
subsidiary, Wynn Las Vegas, LLC has commenced a cash tender offer
(the "Tender Offer") to purchase a portion of Wynn Las Vegas and
Wynn Las Vegas Capital Corp.'s (collectively, the "Issuers") 5.500%
Senior Notes due 2025 (the "Notes") in a principal amount of up to
$800 million, exclusive of any applicable premiums paid in
connection with the Tender Offer and accrued and unpaid interest.
The terms and conditions of the Tender Offer are set forth in an
Offer to Purchase, dated February 8, 2024 (the "Offer to
Purchase"), which is being sent to all registered holders
(collectively, the "Holders") of Notes.
Holders of Notes must validly tender and not validly withdraw their
Notes on or before 5:00 p.m., New York City time, on February 22,
2024, unless extended (such date and time, as the same may be
extended, the "Early Tender Time") in order to be eligible to
receive the Total Consideration. Holders of Notes who validly
tender their Notes after the Early Tender Time and on or before the
Expiration Time (as defined below) will be eligible to receive only
the applicable Base Consideration, which is equal to the Total
Consideration minus the Early Tender Premium, as set forth in the
table above. In addition to the applicable consideration, Holders
whose Notes are accepted for purchase in the Tender Offer will
receive accrued and unpaid interest to, but excluding, the date on
which the Tender Offer is settled ("Accrued Interest"). The
settlement date for Notes validly tendered and accepted for
purchase before the Early Tender Time (if Wynn Las Vegas, LLC
elects to do so) is currently expected to be on or about February
23, 2024 and the final settlement date, if any, is expected to be
March 11, 2024.
The Tender Offer is scheduled to expire at 5:00 P.M., New York City
time, on March 8, 2024 unless extended or earlier terminated (such
date and time, as the same may be extended, the "Expiration Time").
As set forth in the Offer to Purchase, validly tendered Notes may
be validly withdrawn at any time on or before 5:00 p.m., New York
City time, on February 22, 2024, unless extended (the "Withdrawal
Deadline").
Completion of the Tender Offer is subject to certain market and
other conditions, including Wynn Resorts Finance, LLC and Wynn
Resorts Capital Corp.'s (the "New Notes Issuers") arranging their
new debt financing on terms satisfactory to them and receipt of the
net proceeds therefrom. Wynn Las Vegas reserves the right, in its
sole discretion, to waive any and all conditions to the Tender
Offer with respect to the Notes.
If any Notes are validly tendered and the principal amount of such
tendered Notes exceeds the Tender Cap as set forth in the table
above, any principal amount of the Notes accepted for payment and
purchased, on the terms and subject to the conditions of the Tender
Offer, will be prorated based on the principal amount of validly
tendered Notes, subject to the Tender Cap and any prior purchase of
Notes on any day following the Early Tender Date and prior to the
Expiration Date.
Any Notes that are validly tendered at or prior to the Early Tender
Date (and not validly withdrawn at or prior to the Withdrawal
Deadline) will have priority over any Notes that are validly
tendered after the Early Tender Date. Accordingly, if the principal
amount of any Notes validly tendered at or prior to the Early
Tender Date (and not validly withdrawn at or prior to the
Withdrawal Deadline) and accepted for purchase equals or exceeds
the Tender Cap, no Notes validly tendered after the Early Tender
Date will be accepted for purchase.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
http://tinyurl.com/2935fkce
About Wynn Resorts Ltd.
Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and
operates hotels and casino resorts. As of Sept. 30, 2023, Wynn
Resorts has $13.34 billion in total assets and $15.05 billion in
total liabilities.
Egan-Jones Ratings Company on September 19, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Wynn Resorts, Limited.
ZIGI USA: Taps Jeffer Mangels Butler & Mitchell as Special Counsel
------------------------------------------------------------------
Zigi USA, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ Jeffer Mangels Butler &
Mitchell, LLP as special counsel.
The firm will represent the Debtor with respect to the pending
lawsuit captioned Consumer Advocacy Group, Inc. v. Burlington Coat
Factory of Texas, Inc., Alameda County Superior Court, Case No.
23-CV-055337.
The hourly rates of the firm's counsel and staff are as follows:
Matthew Kenefick $895
Other Attorneys $575
Paraprofessionals $295 - $425
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also requested a retainer in the amount of $10,000.
Matthew Kenefick, Esq., a partner at Jeffer Mangels Butler &
Mitchell, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Matthew Kenefick, Esq.
Jeffer Mangels Butler & Mitchell LLP
2 Embarcadero Center, 5th Floor
San Francisco, CA 94111
Telephone: (415) 398-8080
Facsimile: (415) 398-5584
Email: MKenefick@jmbm.com
About Zigi USA
Zigi USA, LLC, a company that specializes in women's footwear
wholesale in New York, N.Y., filed Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 23-12102) on Dec. 31, 2023, with $10 million to
$50 million in both assets and liabilities.
Judge David S. Jones oversees the case.
The Debtor tapped Jacobs PC as bankruptcy counsel; Jeffer Mangels
Butler & Mitchell, LLP as special counsel; and FIA Capital
Partners, LLC as restructuring advisor. David Goldwasser of FIA
serves as the Debtor's chief restructuring officer.
[^] BOOK REVIEW: The First Junk Bond
------------------------------------
Author: Harlan D. Platt
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
http://www.beardbooks.com/beardbooks/the_first_junk_bond.html
Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion.
This engrossing book follows the extraordinary journey of Texas
International, Inc. (known by its New York Stock Exchange stock
symbol, TEI), through its corporate growth and decline, debt
exchange offers, and corporate renaissance as Phoenix Resource
Companies, Inc. As Harlan Platt puts it, TEI "flourished for a
brief luminous moment but then crashed to earth and was consumed."
TEI's story features attention-grabbing characters, petroleum
exploration innovations, financial innovations, and lots of risk
taking.
The First Junk Bond was originally published in 1994 and received
solidly favorable reviews. The then-managing director of High Yield
Securities Research and Economics for Merrill Lynch said that the
book "is a richly detailed case study. Platt integrates corporate
history, industry fundamentals, financial analysis and bankruptcy
law on a scale that has rarely, if ever, been attempted." A retired
U.S. Bankruptcy Court judge noted, "[i]t should appeal as
supplementary reading to students in both business schools and law
schools. Even those who practice.in the areas of business law,
accounting and investments can obtain a greater understanding and
perspective of their professional expertise."
"TEI's saga is noteworthy because of the company's resilience and
ingenuity in coping with the changing environment of the 1980s, its
execution of innovative corporate strategies that were widely
imitated and its extraordinary trading history," says the author.
TEI issued the first junk bond. In 1986 it achieved the largest
percentage gain on the NYSE, and in 1987 suffered the largest
percentage loss. It issued one of the first bonds secured by a
physical commodity and then later issued one of the first PIK
(payment in kind) bonds. It was one of the first vulture investors,
to be targeted by vulture investors later on. Its president was
involved in an insider trading scandal. It innovated strip
financing. It engaged in several workouts to sell off operations
and raise cash to reduce debt. It completed three exchange offers
that converted debt in to equity.
In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever junk
bond. The fresh capital had allowed TEI to acquire a controlling
interest of Phoenix Resources Company, a part of King Resources
Company. TEI purchased creditors' claims against King that were
subsequently converted into stock under the terms of King's
reorganization plan. Only two years later, cash deficiencies forced
Phoenix to sell off its non-energy businesses. Vulture investors
tried to buy up outstanding TEI stock. TEI sold off its own
non-energy businesses, and focused on oil and gas exploration. An
enormous oil discovery in Egypt made the future look grand. The
value of TEI stock soared. Somehow, however, less than two years
later, TEI was in bankruptcy. What a ride!
All told, the book has 63 tables and 32 figures on all aspects of
TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial structures
that were considered. Those interested in the oil and gas industry
will find the book a primer on the subject, with an appendix
devoted to exploration and drilling, and another on oil and gas
accounting.
Dr. Harlan D. Platt is a professor of Finance at D'Amore-McKim
School of Business at Northeastern University. He is a member of
the Board of Directors of Millennium Chemicals Inc. and is on the
advisory board of the Millennium Liquidating Trust. He served as
the Associate Editor-Finance for the Journal of Business Research.
He received a Ph.D. from the University of Michigan, and holds a
B.A. degree from Northwestern University.
This book may be ordered by calling 888-563-4573 or by visiting
www.beardbooks.com or through your favorite Internet or local
bookseller.
*********
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.
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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
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Don't be fooled. Assets, for example, reported at historical cost
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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
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Monthly Operating Reports are summarized in every Saturday edition
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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.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***