/raid1/www/Hosts/bankrupt/TCR_Public/240313.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, March 13, 2024, Vol. 28, No. 72
Headlines
2U INC: Reports $317.61 Million Net Loss in FY 2023
AINOS INC: Incurs $13.8 Million Net Loss in 2023
ALPHAONE EXTERIORS: Court OKs Interim Cash Collateral Access
ASHFORD HOSPITALITY: Changes Quorum Requirement for Annual Meeting
AZG SALES: Case Summary & 13 Unsecured Creditors
AZM RETAIL: Case Summary & Eight Unsecured Creditors
B.I.C. DESIGN: G. Matt Barberich Named Subchapter V Trustee
BACCI OF BENSENVILLE: Court OKs Interim Cash Collateral Access
BEN NYE: Voluntary Chapter 11 Case Summary
BLACK PEARL: John Rhyne Named Subchapter V Trustee
BYJU'S ALPHA: Court OKs Interim Cash Collateral Access
CALSELECT INSURANCE: Seeks Cash Collateral Access
CANADIAN OVERSEAS: Chapter 15 Case Summary
CANADIAN OVERSEAS: To Seek Recognition of CCAA in U.S. Court
CANOO INC: Effects 1-for-23 Reverse Stock Split
CELSIUS NETWORK: Davis Polk Advises Paypal on Asset Distribution
CHAPARRAL PROFESSIONAL: Case Summary & 20 Top Unsecured Creditors
CHART INDUSTRIES: S&P Upgrades ICR to 'BB-', Outlook Stable
CIRCLE C EQUIPMENT: Continued Operations to Fund Plan
CLEARPOINT NEURO: Incurs $22.1 Million Net Loss in 2023
COLES OF LA JOLLA: Jeanne Goddard Named Subchapter V Trustee
COMMSCOPE HOLDING: Registers Preferred and Common Shares for Resale
CORENERGY INFRASTRUCTURE: Preferred Shareholders Want Equity Panel
DATO A/C: Plan Exclusivity Period Extended to May 27
DG EDWARDS: Court OKs Interim Cash Collateral Access
DIAMOND SCAFFOLD: Wins Cash Collateral Use Thru May 14
DIGITAL AUTO: Case Summary & Five Unsecured Creditors
DIRECTBUY HOME: Files Amendment to Disclosure Statement
DUSOBOX CORP: Court OKs Interim Cash Collateral Access
ELENAROSE CAPITAL: Seeks to Extend Plan Exclusivity to May 8
ELITE ENDEAVORS: Seeks Cash Collateral Access
EMERGENT BIOSOLUTIONS: Widens Net Loss to $760.5 Million in 2023
FENEX FITNESS: Class 4 Unsecured Claims to Split $28K in Plan
FINTECH HOLDINGS: Bankruptcy Case Dismissed
FOUR J LAND: Norman Rouse Named Subchapter V Trustee
FREE FLOW: Sells CRE Asset to Trusted Auto for $1.7 Million
GARAGE BUILDERS: Unsecured Creditors to be Paid in Full in Plan
GAUCHO GROUP: Receives Second Default Notice From 3i LP
GAUCHO GROUP: Three Proposals OK'd at Special Stockholder Meeting
GIGA-TRONICS INC: Changes Name to 'Gresham Worldwide, Inc.'
GIZMO BREW: Files Emergency Bid to Use Cash Collateral
GLENS FALLS: Case Summary & 12 Unsecured Creditors
GOLD STAR: Court OKs Cash Collateral Access Thru March 26
GRS RESTAURANT: Court OKs Deal on Cash Collateral Access
GRS RESTAURANT: Unsecureds Owed $104K to Recover 10% Dividend
HCIC HOLDINGS: Unsecureds Will Get 100% of Claims in Plan
HERITAJE BNB: Steven Weiss Named Subchapter V Trustee
HYDROFARM HOLDINGS: $125MM Bank Debt Trades at 19% Discount
ICAP ENTERPRISES: Seeks to Extend Plan Exclusivity to June 11
JAGUAR HEALTH: Completes Stock Exchange Deal With Streeterville
JANUS INTERNATIONAL: S&P Upgrades ICR to 'B+' on Clean Audit
JKJC ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors
JOSEPH P. FUSCO: Plan Exclusivity Period Extended to June 20
KARBEN4 BREWING: Jennifer Schank Named Subchapter V Trustee
KENNESAW FALLS: U.S. Trustee Unable to Appoint Committee
KESTRA ADVISOR: S&P Rates New $825MM Term Loan B 'B-'
KYLE CHAPMAN: U.S. Trustee Unable to Appoint Committee
LASERSHIP INC: $455MM Bank Debt Trades at 16% Discount
LIFESCAN GLOBAL: $275MM Bank Debt Trades at 47% Discount
LOGIX HOLDING: $250MM Bank Debt Trades at 23% Discount
LOOPSTER'S TOWING: Jerrett McConnell Named Subchapter V Trustee
LORDSTOWN MOTORS: Bankruptcy Court Confirms Chapter 11 Plan
M & T ELEVATIONS: Property Sale Proceeds to Fund Plan
MAD PRODUCT: Court OKs Interim Cash Collateral Access
MARRIOTT OWNERSHIP: S&P Rates New $800MM Term Loan B 'BB+'
MCKENZIE CONTRACTING: Voluntary Chapter 11 Case Summary
MICHAELS COS: $1.95BB Bank Debt Trades at 15% Discount
MID-STATES PAINT: Court OKs Cash Collateral Access Thru March 26
MIDDLESEX INTEGRATIVE: March 15 Auction for Cannabis Facility Set
NANOSTRING: Patient Square to Serve as Stalking Horse Bidder
NASHVILLE SENIOR: Seeks to Extend Plan Exclusivity to March 18
NATIONAL MENTOR: $180MM Bank Debt Trades at 18% Discount
NATIONAL SOLAR: Court OKs Cash Collateral Access Thru March 28
NB DARBY ROW: Douglas Adelsperger Named Subchapter V Trustee
OMNI EXCAVATORS: Angela Shortall Named Subchapter V Trustee
OPEN ARMS: Joli Lofstedt Named Subchapter V Trustee
OPTINOSE INC: Ernst & Young Raises Going Concern Doubt
PEKIN COUNTRY CLUB: Case Summary & 20 Largest Unsecured Creditors
POLAR US: $1.48BB Bank Debt Trades at 24% Discount
PROSPERITY MEDICAL: Voluntary Chapter 11 Case Summary
RC EMPIRE: Court OKs Deal on Cash Collateral Access
RENO CITY CENTER: U.S. Trustee Appoints Creditors' Committee
RETAILING ENTERPRISES: Plan Exclusivity Period Extended to March 25
RIVER RUN: Ocean II PLO Sells All Personal Property
SANDVINE CORP: $400MM Bank Debt Trades at 22% Discount
SBG BURGER: AB SR Tampa Steps Down as Committee Member
SCREENVISION LLC: $175MM Bank Debt Trades at 28% Discount
SHENANDOAH TELECOMMS: $150MM Bank Debt Trades at 16% Discount
SHO HOLDING I: $233MM Bank Debt Trades at 34% Discount
SMC ENTERTAINMENT: Incurs $359K Net Loss in Second Quarter
STG LOGISTICS: $750MM Bank Debt Trades at 48% Discount
SUSHI GARAGE: Case Summary & 20 Largest Unsecured Creditors
SWING AWAY: Court OKs Cash Collateral Access
T&J OF BROOKSVILLE: Court OKs Interim Cash Collateral Access
TALPHERA INC: BPM LLP Raises Going Concern Doubt
TEGNA INC: Reports $476.7 Million Net Income in FY 2023
THRASIO LLC: Court Sets Record Date for Sell-Down Protocols
TONAWANDA COKE: Unsecureds to Get Share of Carveout in Plan
TRINITAS ADVANTAGED: U.S. Trustee Appoints Creditors' Committee
TRISTAR SOLUTIONS: Case Summary & 14 Unsecured Creditors
TRIUMPH GROUP: Updates Financial Guidance for Full Year Fiscal 2024
TURF APPEAL: Case Summary & Five Unsecured Creditors
U.S. CREDIT: Court OKs Cash Collateral Access March 21
UNCONDITIONAL LOVE: Seeks to Extend Plan Exclusivity to May 20
UPHEALTH INC: Stockholders OK $180 Million Sale of Cloudbreak
US TELEPACIFIC: $331.5MM Bank Debt Trades at 74% Discount
VASO LOGISTICS: Unsecureds to Get Share of Income for 3 Years
VICE GROUP: Unsecureds to Recover 1% to 2% in Liquidating Plan
VIVAKOR INC: Inks Merger Agreement With Empire
WATER GREMLIN: Seeks to Extend Plan Exclusivity to May 24
WATERVILLE REDEVELOPMENT: Subchapter V Trustee Named
WW INTERNATIONAL: S&P Downgrades ICR to 'CCC+', Outlook Negative
[*] Doug Mannal Joins Morrison Foerster's Restructuring Group
[] BYU Law to Host Inaugural Winter Bankruptcy Conference in March
*********
2U INC: Reports $317.61 Million Net Loss in FY 2023
---------------------------------------------------
2U, Inc. filed with the U.S. Securities and Exchange Commission its
Annual Report on Form 10-K reporting a net loss of $317.61 million
on $946 million of revenue for the year ended December 31, 2023,
compared to a net loss of $322.15 million on $963.1 million of
revenue for the year ended December. 31, 2022.
As of Dec. 31, 2023, the Company had $1.46 billion in total assets,
$1.24 billion in total liabilities, and $219.04 million in total
stockholders' equity.
McLean, Virginia-based KPMG LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated March 6,
2024, citing that the Company projects that it will not have
sufficient cash on hand or available liquidity to meet the
obligations of the Second Amended Credit Agreement. As a result,
substantial doubt is raised about the Company's ability to continue
as a going concern.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/y2pcvjd8
About 2U Inc.
2U is a global leader in online education. Guided by its founding
mission to eliminate the back row in higher education, 2U has spent
15 years advancing the technology and innovation to deliver
world-class learning outcomes at scale. Through its global online
learning platform edX, 2U connects more than 83 million people with
thousands of affordable, career-relevant learning opportunities in
partnership with 260 of the world's leading universities,
institutions, and industry experts. From free courses to full
degrees, 2U is creating a better future for all through the power
of high-quality online education.
AINOS INC: Incurs $13.8 Million Net Loss in 2023
------------------------------------------------
Ainos, Inc. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K reporting a net loss of $13.77 million
on $122,112 of revenues for the year ended Dec. 31, 2023, compared
to a net loss of $14.01 million on $3.52 million of revenues for
the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $31.84 million in total
assets, $7.39 million in total liabilities, and $24.45 million in
total stockholders' equity.
Diamond Bar, California-based KCCW Accountancy Corp., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 8, 2024, citing that the Company has incurred
recurring losses and recurring negative cash flow from operating
activities, and has an accumulated deficit which raises substantial
doubt about its ability to continue as a going concern.
Management Comments
Chun-Hsien (Eddy) Tsai, Chairman of the Board, president, and chief
executive officer of Ainos, commented, "In 2023, we navigated a
year of transition and successfully advanced the shift of our
business model to align with the post-COVID era. Although we faced
reduced demand for COVID-19 test kits, impacting our revenues
during 2023, we have made noteworthy strides in diversifying our
business for sustained growth, reaching key milestones that we
anticipate will catalyze the development and commercialization of
our product pipeline in the coming years."
"First, we moved closer to expanding the potential addressable
market for our AI Nose with initiation of the second phase of our
collaboration with Nisshinbo Micro Devices Inc. ("NISD") and Taiwan
Inabata Sangyo Co ("Inabata"). Together, we are co-developing an
AI Nose-powered VOC sensing platform with potential applications
spanning a wide variety of industries, including telehealth,
automotive, industrial, and environmental safety. Second, in
November, our contract manufacturer Swiss Pharma completed
manufacturing of a Good Manufacturing Practice clinical batch of
VELDONA investigational new drugs. This advances one of our key
programs and has the potential to ultimately facilitate delivery of
high-quality, safe, and effective therapeutics to individuals
seeking relief from immunity issues or viral infections. Finally,
we commenced shipping VELDONA Pet cytoprotein supplements in Taiwan
during the third quarter of 2023. Formulated to address a variety
of health issues in dogs and cats, these supplements are an
important new product line for the Company and represent a
significant step as we strive to diversify our revenues."
"During 2023, amid widespread downsizing in the healthcare
industry, our ability to maintain a stable headcount is a testament
to our resilience, capital efficiency, and our cost-effective
operations in Taiwan. This stability provides us with a strong
foundation, empowering us to develop our business and advance our
product pipeline."
"As we move further into 2024, we will continue our strategic pivot
away from the sale of COVID-19 antigen rapid test kits. In line
with this transition, our near-term priorities encompass sales and
marketing of VELDONA Pet, advancing our flagship VOC POCT
candidate, Ainos Flora, and co-developing a VOC sensing platform
with our Japanese partners. At the same time, we will advance
clinical studies and actively pursue the out-licensing of VELDONA
human drug candidates, including our candidate for treating oral
warts in HIV-seropositive patients, which the U.S. FDA has granted
Orphan Drug Designation ("ODD"). I believe that our long-term
strategic vision will likely yield sustainable, long-term value for
our shareholders."
Meng-Lin Sung, chief financial officer of Ainos, commented, "Our
strategic initiatives to advance our pipeline and diversify our
revenue streams made solid progress in 2023. In 2023, we bolstered
our financial position with our US$3 million tranche of a total
anticipated US$10 million private placement and our issuance and
sale of two convertible promissory notes in a principal amount of
US$3 million. These transactions provided us with additional
capital as we implement our growth strategy."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001014763/000165495424002897/aimd_10k.htm
About Ainos
Ainos, Inc. (www.ainos.com), formerly known as Amarillo
Biosciences, Inc., is a diversified healthcare company focused on
the development of novel point-of-care testing (the "POCT"),
therapeutics based on very low-dose interferon alpha (the
"VELDONA"), and synthetic RNA-driven preventative medicine. The
Company's product pipeline includes commercial-stage VELDONA Pet
cytoprotein supplements, clinical-stage VELDONA human therapeutics
and telehealth-friendly POCTs powered by the AI Nose technology
platform.
ALPHAONE EXTERIORS: Court OKs Interim Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division, authorized AlphaOne Exteriors LLC to use cash
collateral, on an interim basis, in accordance with the budget,
with a 10% variance.
The Debtor requires the use of cash collateral to continue funding
its necessary business expenses and to fund the costs associated
with the administration of the Case.
Prior to the commencement of the Case, the Debtor's largest
creditor and first priority secured creditor was the Channel
Capital Partners, LLC. The Debtor's obligations to Senior Secured
Lender are evidenced by:
(1) The Business Loan and Security Agreement executed by Debtor in
favor of the Senior Secured Lender in the original principal amount
of 484.000, dated June 5, 2023, which Loan Agreement includes the
grant of collateral: and
(2) A UCC Financing Statement filed as OH00277712840 on December
4, 2023.
The loan evidenced by the Senior Secured Loan Documents is in
default. The total indebtedness owed to the Senior Secured Lender
under the Senior Secured Loan Documents, as of the Petition Date is
approximately $67,207. The foregoing obligation, together with, all
interest, fees, costs.
Adequate protection, the Senior Secured Lender is granted an
administrative expense claim against the Debtor's estate for the
full amount of such diminution, in accordance with 11 U.S.C.
section 507(b), with priority over every other claim allowable
under section 11 U.S.C. section 507(a) except to the extent
provided for in relation to any Debtor-In-Possession financing
approved by separate order of the Court and except to the extent
the security interest of the Senior Secured Lender is later avoided
by order of the Court, in which case the Adequate Protection Claim
provided will be avoided along with the avoidance of the security
interest.
These events constitute an "Event of Default":
(a) the Case is either dismissed or converted to a case under
Chapter 7 of the Bankruptcy Code;
(b) an examiner with expanded powers is appointed in the Case;
(c) the Debtor ceases operation of its business or takes any
material action for the purposes of effecting such cessation
without the prior written consent of the Senior Secured Lender;
(d) the Interim Order is reversed, vacated, stayed, amended,
supplemented or otherwise modified in a manner which will
materially and adversely affect the rights of the Senior Secured
Lender thereunder;
(e) the Court will not have entered a further interim order on the
Motion or a Final Order on or before the last day of the Budget
Period;
(f) the Debtor's failure to comply with or perform the terms and
provisions of the Interim Order in strict adherence to the time
period set forth herein and/or using cash collateral other than in
accordance with the provisions of the Budget and the Interim Order;
and
(g) the automatic stay of 11 U.S.C. section 362 is lifted so as to
allow a party other than the Senior Secured Lender to proceed
against any material asset of the Debtor.
A further hearing on the matter is set for April 9, 2024 at 1:30
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=YlsH7K from PacerMonitor.com.
The Debtor projects $108,132 in total income and $35,506 in total
expenses.
About AlphaOne Exteriors LLC
AlphaOne Exteriors LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ohio) Case No. 3:24-bk-30371) on
March 1, 2024. In the petition signed by Jarrod Clauser, authorized
representative, the Debtor disclosed up to $500,000 in both assets
and liabilities.
Judge Guy R. Humphrey oversees the case.
Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A,
represents the Debtor as legal counsel.
ASHFORD HOSPITALITY: Changes Quorum Requirement for Annual Meeting
------------------------------------------------------------------
Ashford Hospitality Trust, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on
February 27, 2024, the Company, by resolution of its board of
directors, adopted Amendment No. 7 to the Second Amended and
Restated Bylaws of the Company.
The Bylaw Amendment reduced the quorum required solely for the 2024
annual meeting of the Company's stockholders from a majority to at
least one-third of all votes entitled to be cast at such meeting,
as permitted under the Maryland General Corporation Law. Retail
brokers have adopted policies whereby they will not cast
discretionary votes (including auditor ratification) in the absence
of retail shareholder instructions.
The Company has seen a generally increasing number of retail
holders become shareholders in the Company over the past several
years as compared to historical levels. In order to ensure a
sufficient quorum and allow the Company to hold the 2024 annual
meeting, the Company is decreasing the quorum requirement solely
for the 2024 annual meeting. In addition, the Bylaw Amendment
removes the requirement that a director, upon attaining the age of
70 and annually thereafter, or an individual who would be 70 years
of age at the time of his or her election as a director, may not
serve on the Board unless the Board waives such limitation.
The Bylaw Amendment is effective as of February 27, 2024.
About Ashford Hospitality
Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc.
operates as a self-advised real estate investment trust focusing on
the lodging industry. As of September 30, 2023, the Trust had $3.7
billion in total assets against $3.9 billion in total liabilities.
Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Ashford Hospitality Trust, Inc.
AZG SALES: Case Summary & 13 Unsecured Creditors
------------------------------------------------
Debtor: AZG Sales Inc.
6 Melnick Dr.
Monsey, NY 10952
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-22204
Debtor's Counsel: Charles Wertman, Esq.
LAW OFFICES OF CHARLES WERTMAN P.C.
100 Merrick Road Suite 304W
Rockville Centre NY 11570-4807
Tel: (516) 284-0900
Email: charles@cwertmanlaw.com
Total Assets: $446,704
Total Liabilities: $1,799,178
The petition was signed by Baruch Spitzer as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/4BMGT3A/AZG_Sales_Inc__nysbke-24-22204__0001.0.pdf?mcid=tGE4TAMA
AZM RETAIL: Case Summary & Eight Unsecured Creditors
----------------------------------------------------
Debtor: AZM Retail, LLC
4220 Steve Reynolds Boulevard
Suite 17
Norcross GA 30093
Business Description: The Debtor is focused on selling organic
essential oils, organic oils and organic
carrier oils. It also sells 100% pure and
natural essential oils and dietary
supplements.
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-52575
Debtor's Counsel: William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmont Road Suite 350
Atlanta, GA 30329
Tel: 404-584-1238
Email: wrountree@rlkglaw.com
Total Assets: $194,703
Total Liabilities: $1,418,920
The petition was signed by Ibadur Azmi as CEO.
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/U7LFZXA/AZM_Retail_LLC__ganbke-24-52575__0001.0.pdf?mcid=tGE4TAMA
B.I.C. DESIGN: G. Matt Barberich Named Subchapter V Trustee
-----------------------------------------------------------
The Acting U.S. Trustee for Region 13 appointed G. Matt Barberich,
Jr. of B. Riley Advisory Services as Subchapter V trustee for
B.I.C. Design Company.
Mr. Barberich will be paid an hourly fee of $300 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Barberich declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
G. Matt Barberich, Jr.
B. Riley Advisory Services
7101 College Boulevard, Suite 730
Overland Park, KS 66210
Phone: 913-389-9270
Email: mbarberich@brileyfin.com
About B.I.C. Design Company
B.I.C. Design Company is a provider of fire protection consulting
and design services based in North Kansas City, Mo.
B.I.C. Design Company filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40229) on
February 23, 2024, with up to $500,000 in assets and up to $10
million in liabilities. John Hansen, president, signed the
petition.
Colin Gotham, Esq., at Evans & Mullinix, P.A., represents the
Debtor as legal counsel.
BACCI OF BENSENVILLE: Court OKs Interim Cash Collateral Access
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Bacci of Bensenville Inc. to use cash
collateral on an interim basis, in accordance with the budget,
effective December 20, 2023.
Smart Business/Triton Recovery Group and Reliant Funding will each
receive adequate protection payments in the amount of $1,500 and,
as additional adequate protection, are granted a lien on the
proceeds of the cash collateral subsequent to the filing of the
Chapter 11 petition subject to the extent and validity of the
lien.
A continued hearing on the matter is set for March 27, 2024 at
10:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=a01F2B
from PacerMonitor.com.
The Debtor projects $125,320 in net income and $92,666 in total
operating expenses for March 2024.
About Bacci of Bensenville Inc.
Bacci of Bensenville Inc. owns and operates three restaurants.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-17054) on December
20, 2023. In the petition signed by Pasquale Di Diana, owner, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge David D. Cleary oversees the case.
Penelope Bach, Esq., at Bach Law Offices, represents the Debtor as
legal counsel.
BEN NYE: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Ben Nye Co., Inc.
3655 Lenawee Avenue
Los Angeles, CA 90016
Business Description: Ben Nye is a professional makeup brand
serving artists, educators, and makeup fans
worldwide. The Ben Nye brand has broadened
to encompass every genre of makeup including
performance, beauty and special effects.
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-11857
Judge: Hon. Deborah J Saltzman
Debtor's Counsel: Eve H. Karasik, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: ehk@lnbyg.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Dana Nye as president and CEO.
The Debtor indicated it has no unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4F4ZQEI/Ben_Nye_Co_Inc__cacbke-24-11857__0001.0.pdf?mcid=tGE4TAMA
BLACK PEARL: John Rhyne Named Subchapter V Trustee
--------------------------------------------------
The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina appointed John Rhyne, Esq., a practicing attorney in
Wilson, N.C., as Subchapter V trustee for Black Pearl Home Care,
LLC.
Mr. Rhyne will be paid an hourly fee of $375 for his services as
Subchapter V trustee.
The Subchapter V trustee can be reached at:
John G. Rhyne, Esq.
John G. Rhyne, Attorney at Law
P.O. Box 8327
Wilson, NC 27893
Phone: (252) 234-9933
About Black Pearl Home Care
Black Pearl Home Care, LLC offers personalized healthcare services
in clients' homes, focusing on tailored care and support. The
company is based in Wilmington, N.C.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00607) on February
23, 2024, with $94,088 in total assets and $1,442,760 in total
liabilities. Kwame Duff, managing member, signed the petition.
Judge Joseph N. Callaway oversees the case.
George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek,
PLLC, represents the Debtor as bankruptcy counsel.
BYJU'S ALPHA: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
BYJU's Alpha, Inc. to use up to $250,000 of cash collateral, on an
interim basis, in accordance with the budget.
The Debtor requires the use of cash collateral to pay professional
fees and to pursue a restructuring for the benefit of the Debtor's
stakeholders.
The Debtor, as borrower, GLAS Trust Company LLC, as administrative
agent and collateral agent, the lenders party thereto, among
others, entered into the Credit and Guaranty Agreement dated
November 24, 2021.
The court said the cash proceeds of the Bridge Loan are held, and
will remain, in the GLAS Account until and upon the date on which
the Final Order is entered. Upon entry of the Final Order, the
Debtor will transfer all the cash collateral from the GLAS Account
to the Postpetition Bank Account.
As adequate protection for the use of cash collateral, the
Prepetition Secured Parties are granted adequate protection liens
to the extent of any diminution in value, if any, of their interest
in the prepetition collateral resulting from, as provided in the
Bankruptcy Code, the use by the Debtor of such collateral,
including the cash collateral, or the imposition or enforcement of
the automatic stay pursuant to 11 U.S.C. Section 362(a), as well as
superpriority administrative expense claims to the extent of any
Diminution in Value, reimbursement of reasonable and documented
professional fees and expenses, and reporting obligations
consistent with the Prepetition Credit Agreement.
The Prepetition Secured Parties are also granted additional and
replacement, valid, binding, enforceable, non-avoidable, and
effective and automatically perfected postpetition security
interests in and liens on the Adequate Protection Collateral.
A final hearing on the matter is set for March 26, 2024 at 1 p.m.
A copy of the order is available at https://urlcurt.com/u?l=Dm8PDw
from PacerMonitor.com.
About BYJU's Alpha, Inc.
BYJU's Alpha, Inc. designs and develops education software
solutions. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10140) on February
1, 2024. In the petition signed by Timothy R. Pohl, chief executive
officer, the Debtor disclosed up to $1 billion in assets and up to
$10 billion in liabilities.
Judge John T. Dorsey oversees the case.
YOUNG CONAWAY STARGATT & TAYLOR, LLP and QUINN EMANUEL URQUHART &
SULLIVAN, LLP represent the Debtor as legal counsel.
GLAS Trust Company LLC, as Prepetition Agent, is represented by
Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones.
CALSELECT INSURANCE: Seeks Cash Collateral Access
-------------------------------------------------
Calselect Insurance Services asks the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, for authority
to use the cash collateral of Wintrust Agent Finance, a division of
Lake Forest Bank & Trust Company, N.A. and provide adequate
protection.
Calselect Insurance Services' is not in bankruptcy because of its
lack of profitability. The issue in this case, and the cause of the
bankruptcy filing, is that the Debtor is liable on co-debtor
obligations created by Sean and Heidi McMullin's purchase of pizza
parlor locations in a different company, Pizza Fuoco Inc., which
failed. Co-debtor obligations include liabilities to Secured
Creditor Wintrust and Mission Valley Bank which are the only
creditors in the case.
The Debtor entered into a Business Loan Agreement with Allstate
Finance Company, LLC on September 28, 2018. The principal loan
balance was $1.878 million, with an interest rate of 5.750%. The
Debtor was to pay 119 payments of $20,620 with an irregular last
payment of $20,620.
Allstate Finance filed a UCC Financing Statement securing the loan
on January 2, 2018. The Loan was sold to Wintrust on November 15,
2021.
Wintrust filed a UCC Financing Statement Amendment assigning the
lien to Wintrust. The Debtor refinanced the Loan on March 14, 2022,
to obtain a lower interest rate. Under the refinanced loan, the
principal amount is $1.375 million with an interest rate of 4.750%.
The Debtor is to make 79 payments of $20,086 with the final payment
due on November 15, 2028. The Debtor is current on loan payments
with the last payment made on or about February 20. The loan
balance as of February 2, 2024, was $1,039 million.
The Debtor Proposes that Wintrust be paid an adequate protection
payment equal to the Loan's contractual monthly payment of $20,086.
These payments are provided for in the Budget. The Debtor also
proposes to give Wintrust a post-petition lien replacement on all
of its cash and accounts receivable up to the value of the cash
collateral actually used post-petition.
A copy of the motion is available at https://urlcurt.com/u?l=yJ4P3D
from PacerMonitor.com.
About Calselect Insurance Services
Calselect Insurance Services is an Allstate insurance agency that
offers personal and commercial lines of insurance.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 8:24-bk-10574-SC) on
March 8, 2024. In the petition signed by Sean McMullin, president
and secretary, the Debtor disclosed up to $10 million in both
assets and liabilities.
Andy C. Warshaw, Esq., at Financial Relief Law Center, APC,
represents the Debtor as legal counsel.
CANADIAN OVERSEAS: Chapter 15 Case Summary
------------------------------------------
Eleven affiliates that concurrently filed voluntary petitions for
relief under Chapter 15 of the Bankruptcy Code:
Debtor Case No.
------ --------
Canadian Overseas Petroleum Limited 24-10376
COPL America Holding Inc. 24-10382
COPL America Inc. 24-10383
Atomic Oil & Gas LLC 24-10384
COPL Technical Services Limited 24-10377
Canadian Overseas Petroleum (Bermuda Holdings) Limited 24-10380
Canadian Overseas Petroleum (Bermuda) Limited 24-10381
Canadian Overseas Petroleum (Ontario) Limited 24-10378
Canadian Overseas Petroleum (UK) Limited 24-10379
Pipeco LLC 24-10387
Southwestern Production Corporation 24-10386
Business Description: The Debtors are an international oil and gas
exploration, production and development
companies.
Foreign Proceeding: Canadian proceedings commenced under
the Companies' Creditors Arrangement
Act, R.S.C. 1985, c. C-36, as amended,
pending before the Court of King's
Bench of Alberta in Calgary.
Chapter 15 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. John T. Dorsey
Foreign Representative: Peter Kravitz
Foreign
Representative's
Counsel: L. Katherine Good, Esq.
POTTER ANDERSON & CORROON LLP
Tel: 302-984-6049
Email: kgood@potteranderson.com
Estimated Assets: Unknown
Estimated Debt: Unknown
Copies of the Debtors' Chapter 15 petitions are now available for
download at PacerMonitor.com.
CANADIAN OVERSEAS: To Seek Recognition of CCAA in U.S. Court
------------------------------------------------------------
Canadian Overseas Petroleum Limited ("COPL" or the "Company") (XOP:
CSE) & (COPL: LSE) on March 11 announced that the previously
disclosed initial order (the "Initial Order") has been issued by
the Alberta Court of King's Bench (the "Court") pursuant to the
Companies' Creditors Arrangement Act ("CCAA").
In connection with the CCAA proceedings, the COPL Group has
executed a restructuring support agreement with the senior lenders
to COPL's subsidiary, COPL America, Inc. (the "Senior Lenders"),
pursuant to which, among other things, the Senior Lenders have
agreed to support a sale and investment solicitation process
("SISP") wherein they will serve as a stalking horse bidder to
acquire substantially all of the COPL Group's business by way of a
credit bid. In that regard, COPL intends to seek Court approval to
launch the SISP on or around March 18, 2024.
Details in respect of the CCAA proceedings will be made available
on the following website at
www.ksvadvisory.com/experience/case/canadian-overseas-petroleum.
Parties with an interest in participating in the SISP are directed
to contact KSV Restructuring Inc., the Court appointed monitor, for
further information.
The Company intends to seek recognition of the CCAA proceedings in
the United States Bankruptcy Court for the district of Delaware.
As requested by the Company, the Company's common shares have been
suspended from trading on the London Stock Exchange but the
Canadian Securities Exchange has not yet made a determination on
the request.
The Common Shares are listed under the symbol "XOP" on the CSE and
under the symbol "COPL" on the London Stock Exchange.
CANOO INC: Effects 1-for-23 Reverse Stock Split
-----------------------------------------------
Canoo Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on March 7, 2024, it filed a Certificate
of Amendment to the Company's Second Amended and Restated
Certificate of Incorporation, as amended, with the Secretary of
State of the State of Delaware to effect a 1-for-23 reverse stock
split of the Company's common stock, par value $0.0001 per share.
Pursuant to the Certificate of Amendment, effective as of 8:00
a.m., Eastern Time, on March 8, 2024, every 23 shares of Common
Stock issued and outstanding, including shares of Common Stock held
by the Company as treasury shares, will be automatically combined
into one share of Common Stock. As of March 7, 2024, the Company
had 1,309,580,844 shares of Common Stock issued and outstanding.
The Company's stockholders of record will receive a cash payment
(without interest) in lieu of any fractional shares they would have
otherwise been entitled to receive in the Reverse Stock Split.
The Common Stock will continue trading on The Nasdaq Capital Market
under the symbol "GOEV" with a new CUSIP number (13803R201). The
Company's publicly traded warrants will continue to be traded on
The Nasdaq Capital Market under the symbol "GOEVW" and the CUSIP
number for the public warrants will remain unchanged. However,
under the terms of the applicable warrant agreement, the number of
shares of Common Stock issuable on exercise of each warrant will be
proportionately decreased. Specifically, following effectiveness
of the Reverse Stock Split, every 23 shares of Common Stock that
may be purchased pursuant to the exercise of public warrants will
represent one share of Common Stock that may be purchased pursuant
to such warrants. Accordingly, for the Company's warrants trading
under the symbol "GOEVW", every 23 warrants will be exercisable for
one share of Common Stock at an exercise price of $264.50 per share
of Common Stock.
As of the Effective Time, the number of shares of Common Stock
available for issuance under the Company's equity incentive plans
and issuable pursuant to equity awards immediately prior to the
Reverse Stock Split will be proportionately adjusted by the Reverse
Stock Split. The exercise prices of the Company's outstanding
options and equity awards will be adjusted in accordance with their
respective terms.
The Reverse Stock Split will affect all record holders of the
Common Stock uniformly and will not affect any record holder's
percentage ownership interest in the Company, except for de minimis
changes as a result of the elimination of fractional shares.
Holders of Common Stock who hold in "street name" in their
brokerage accounts do not have to take any action as a result of
the Reverse Stock Split. Their accounts will be automatically
adjusted to reflect the number of shares owned.
About Canoo
Torrance, California-based Canoo Inc. -- www.canoo.com -- is a
mobility technology company with a mission to bring electric
vehicles to everyone and provide connected services that improve
the vehicle ownership experience. The Company is developing a
technology platform that it believes will enable the Company to
rapidly innovate and bring new products, addressing multiple use
cases, to market faster than its competition and at lower cost.
Canoo reported a net loss and comprehensive loss of $487.69 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $346.77 million for the year ended Dec. 31,
2021. As of Sept. 30, 2023, the Company had $534.35 million in
total assets, $368.69 million in total liabilities, and $165.65
million in total stockholders' equity.
Los Angeles, California-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 30, 2023, citing that the Company has suffered
recurring losses from operations, has generated recurring negative
cash flows from operating activities, and expects to continue to
incur net losses and negative cash flows from operating activities
in accordance with its ongoing activities. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
As of September 30, 2023, the Company's principal sources of
liquidity are its unrestricted cash balance of $8.3 million and
its
access to capital under the ATM Offering...and Yorkville
facilities. The Company has incurred losses since inception and
had
negative cash flow from operating activities of $191.4 million for
the nine months ended September 30, 2023. The Company expects to
continue to incur net losses and negative cash flows from operating
activities in accordance with its operating plan and expects that
both capital and operating expenditures will increase significantly
in connection with its ongoing activities. These conditions and
events raise substantial doubt about the Company's ability to
continue as a going concern, the Company said in its Quarterly
Report for the period ended Sept. 30, 2023.
CELSIUS NETWORK: Davis Polk Advises Paypal on Asset Distribution
----------------------------------------------------------------
Davis Polk advised PayPal, Inc., on its engagement to distribute
certain assets of the Celsius estate to claimants in Celsius'
chapter 11 bankruptcy case. The engagement marks PayPal's first
appointment to distribute digital assets in a major crypto
bankruptcy case.
On Nov. 9, 2023, Celsius secured approval for its chapter 11
reorganization plan from the Southern District of New York
Bankruptcy Court. As part of the plan's confirmation, PayPal was
approved as one of the distribution agents for the distribution of
approximately $3 billion of digital assets. PayPal commenced
distributions on February 1, 2024.
Headquartered in San Jose, California, PayPal has remained at the
forefront of the digital payment revolution for more than 20 years.
By leveraging technology to make financial services and commerce
more convenient, affordable and secure, the PayPal platform is
empowering hundreds of millions of consumers and merchants in more
than 200 markets to join and thrive in the global economy. Celsius
was one of the first and largest digital asset borrowing and
lending companies and filed for bankruptcy in July 2022.
The joint Davis Polk capital markets, financial institutions and
restructuring team included partners Timothy Graulich, Joseph A.
Hall and Gabriel D. Rosenberg, counsel Christopher Robertson and
Erika D. White and associates Joseph W. Brown and Justin Levine.
All members of the Davis Polk team are based in the New York
office.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP as bankruptcy counsel;
Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as
investment banker; and Alvarez & Marsal North America, LLC, as
financial advisor. Stretto is the claims agent and administrative
advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP, as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.
CHAPARRAL PROFESSIONAL: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Chaparral Professional Land Surveying, Inc.
5725 W. Hwy 290, Suite 202
Austin, TX 78735
Business Description: Chaparral Professional Land Surveying
supplies individual land developers and
governmental organizations with land survey
services throughout Texas. It is a full-
service survey company with a focus on:
Boundary/land title, Aerial control,
Topographic, Global positioning and
photogrammetry control, Subdivision platting
and land development, Construction staking,
Hydrographic, and UAV mapping.
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-10262
Judge: Hon. Shad Robinson
Debtor's Counsel: Kimberly Nash, Esq.
LAW OFFICE OF KIMBERLY NASH P.C.
PO Box 162932
Austin TX 78716-2932
Email: kimberly@kimberlynashlaw.com
Total Assets: $734,685
Total Liabilities: $2,990,755
The petition was signed by Kevin Pata 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/RAZ33UQ/Chaparral_Professional_Land_Surveying__txwbke-24-10262__0001.0.pdf?mcid=tGE4TAMA
CHART INDUSTRIES: S&P Upgrades ICR to 'BB-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating to 'BB-' from
'B+'. At the same time, S&P raised its issue-level rating on the
senior secured term loan and secured notes to 'BB-' from 'B+' and
the rating on the unsecured notes to 'B+' from 'B'.
S&P said, "The stable outlook reflects our view that while
integration risks may remain with the combination of Howden, we
expect Chart to continue to benefit from secular tailwinds,
materially increase EBITDA, generate positive FOCF, and improve S&P
Global Ratings-adjusted leverage to the low-3x area in 2024."
S&P said, "The upgrade of Chart reflects our view that a full-year
contribution of Howden and favorable secular trends will support
rapid deleveraging. We expect an increasing focus on water quality,
reducing carbon emissions, and the replacement of aging
infrastructure will increase demand for Chart's products and
services. Furthermore, we think the company will benefit from
secular trends such as the energy transition, urbanization,
infrastructure projects, sustainability, and decarbonization. These
factors, combined with a record backlog of $4.3 billion (as of Dec.
31, 2023), will drive significantly higher sales in 2024. Also, we
believe Chart will improve profitability on a favorable product mix
and volume leverage. While there could be quarter-to-quarter
volatility given the project-based nature of the equipment, the
company's focus on these secular growth trends should limit the
downside, in our view.
"We estimate S&P Global Ratings-adjusted leverage (pro forma for a
full year of the Howden acquisition) was elevated in the mid-5x
area in 2023. Divestures of a few of Chart's businesses (Roots,
Comfimco Fans, American Fans, and Cryo Diffusion), resulted in
proceeds of about $500 million and a faster pace of deleveraging
than we anticipated. With secular tailwinds and increasing EBITDA
margins, we expect it will improve leverage to the low-3x area in
2024."
Chart's acquisition of Howden in March 2023 substantially increased
its aftermarket exposure within its repair, service, and leasing
segment (RSL; 30.4% of 2023 sales) and has reduced its reliance on
big liquefied natural gas (LNG) projects within its heat transfer
systems segment (HTS; 26.4%). The end markets that Chart serves are
cyclical, in our view, but greater aftermarket sales will reduce
volatility in future business cycles.
S&P said, "Demand for LNG in the U.S. has moderated with the pause
on exports on Jan. 26, 2024, but we believe Chart has a pipeline of
international growth opportunities that should insulate the company
should the Biden administration prolong the halt. In addition,
Chart has equipment and technology that serves a variety of other
energy-related end markets including hydrogen and traditional
energy that will not be affected. We believe its RSL segment will
continue to benefit from higher and more stable margins as the
company continues to service its large installed base with Howden's
digital capabilities. In addition, the increased capacity and
addition of Teddy 2 (a bulk tank facility in Theodore, Ala.) will
allow Chart to meet increased demand when this facility ramps up in
the second quarter of 2024 within its cryo tank solutions segment
(CTS; 19%) and its specialty products segment (SP; 24.2%).
"In our view, Chart has a well-defined financial policy; however,
leverage could increase over time. Management has committed to
reducing net leverage to 2x-2.5x before focusing on organic and
inorganic growth opportunities. We expect limited acquisition
activity until then and therefore do not forecast any large
debt-funded acquisitions in 2024. In addition, we expect Chart will
prioritize debt repayment, as it has done with its recent
divestitures. We think Chart's focus on secular trends and longer
cycle projects make it less vulnerable to short-term business cycle
swings. But demand could stall due to a significantly weaker
macroeconomic environment than we anticipate. Furthermore, the
nature of its products could expose it to event risk or political
uncertainty that delay projects. In our opinion, these dynamics
could materially increase leverage. Moreover, Chart is not far
removed from its acquisition of Howden, which increased S&P Global
Ratings-adjusted leverage above 6x.
"We forecast solid positive FOCF generation and adequate liquidity
in 2024.This will fund capital expenditure (capex) and continue to
improve liquidity. As of Dec. 31, Chart had $188.3 million cash on
its balance sheet and $625.2 million availability on its revolving
credit facility. We forecast annual capex of about 2.5% of sales,
resulting in S&P Global Ratings-adjusted FOCF of more than $500
million in 2024.
"The stable outlook reflects our view that while integration risks
may still remain following the acquisition of Howden, we expect
Chart to benefit from secular tailwinds and materially increase
EBITDA in 2024. In our opinion, this will lead to over $500 million
of FOCF, which would improve S&P Global Ratings-adjusted leverage
to the low-3x area."
S&P could lower its rating on Chart if:
-- Leverage remains above 5x, which could occur if event risk or
political uncertainty delay customer projects, reduce demand, and
weaken volumes;
-- It pursues a more aggressive financial policy, including
debt-funded acquisitions and/or shareholder returns; or
-- FOCF turns negative.
S&P could raise its rating on Chart if:
-- Stronger operating performance leads to leverage comfortably
below 3x, with a track record of management maintaining its current
financial policy; and
-- It continues to generate positive FOCF.
CIRCLE C EQUIPMENT: Continued Operations to Fund Plan
-----------------------------------------------------
Circle C Equipment, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Oklahoma a Plan of Reorganization dated
March 4, 2024.
The Debtor began operating in 2017 as a wellhead and fracking
retail equipment dealer and trucking company and primarily provided
services for oil and gas companies. Debtor ceased hauling oilfield
equipment due to the cost of insurance.
The Debtor ceased hauling oilfield equipment and began hailing
commodities, which resulted in Debtor receiving payment from its
customers sooner, as well as decrease in insurance cost. Debtor was
in a significant deficit due to its lack of cash flow prior to
cessation of hauling equipment, which led it file this case and
propose this Plan of Reorganization.
This Plan of Reorganization proposes to pay Debtor's creditors from
the revenue generated by Debtor.
The final Plan payment is expected to be paid 36 months from the
date of the entry of the order confirming this plan.
All secured creditors shall retain the liens securing their claims,
whether the property subject to such liens is retained by Debtor or
transferred to another entity, to the extent of the allowed amount
of such claim, pursuant to Section 1129(b)(2)(A) of the Bankruptcy
Code.
Donna Collins is 50 percent owner and equity security holder of the
Debtor. Debtor will continue to pay Donna Collins $3,250 per month.
Ms. Laws will retain 100% of her equity interest in the newly
reorganized Debtor. Rick Collins is 50 percent owner and equity
security holder of the Debtor. Rick Collins does not receive wages
from Debtor.
The Debtor does not anticipate any distribution to the unsecured
creditors; however, Debtor will pay all of its projected disposable
income, if any, over 36 months to the general unsecured pool of
creditors. If Debtor has monthly disposable income during the
36-month period, it will first pay the disposable income to its
secured creditors, then once the secured creditors are paid in
full, Debtor will pay its disposable income to the unsecured pool
of creditors through month 36.
The Debtor will fund the Plan from its operations.
Attorney for the Debtor:
Gary D. Hammond, Esq.
HAMMOND LAW FIRM
512 NW 12th Street
Oklahoma City, OK 73103
Tel: (405) 216-0007
Fax: (405) 232-6358
Email: gary@okatty.com
Amanda R. Blackwood, Oba #33839
Blackwood Law Firm, PLLC
512 NW 12th Street
Oklahoma City, OK 73103
Tel: (405) 309-3600
Fax: (405) 378-4466
Email: amanda@blackwoodlawfirm.com
About Circle C Equipment
Circle C Equipment, LLC began operating in 2017 as a wellhead and
fracking retail equipment dealer and trucking company and primarily
provided services for oil and gas companies in Oklahoma City, OK.
The Debtor filed its voluntary petition for Chapter 11 protection
(Bankr. D. Okla. Case No. 23-13213) on December 6, 2023, listing
$284,735 in assets and $1,578,807 in liabilities. Ricky Collins as
president/owner, signed the petition.
Judge Sarah A. Hall oversees the case.
HAMMOND LAW FIRM serves as the Debtor's legal counsel.
CLEARPOINT NEURO: Incurs $22.1 Million Net Loss in 2023
-------------------------------------------------------
Clearpoint Neuro, Inc., filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$22.10 million on $23.95 million of total revenue for the year
ended Dec. 31, 2023, compared to a net loss of $16.43 million on
$20.55 million of total revenue for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $42.66 million in total
assets, $21.49 million in total liabilities, and $21.17 million in
total stockholders' equity.
At Dec. 31, 2023, the Company had cash and cash equivalents and
short-term investments totaling $23.1 million compared to $37.5
million at Dec. 31, 2022, with the decrease resulting primarily
from the use of cash in operating activities of $13.7 million.
Clearpoint Neuro said, "We expect to need additional funding for
our business, and we may not be able to raise capital when needed
or on terms that are acceptable to us, which could force us to
delay, reduce or eliminate our commercialization efforts or our
product development programs.
"The cumulative net loss from our inception through December 31,
2023 was approximately $172 million. Net cash used in operations
was $13.7 million for the year ended December 31, 2023. Since our
inception, we have financed our operations principally from the
sale of equity securities and the issuance of notes payable. At
December 31, 2023, we had cash and cash equivalent balances
aggregating $23.1 million, resulting primarily from a 2021 public
offering and note issuances pursuant to the 2020 Financing
Transaction...We also completed a public common stock offering in
March 2024 providing net proceeds of approximately $14.0 million.
"Our plans for the next twelve months reflect our anticipation of
increases in revenues from sales of our hardware products and
related disposable products as a result of greater utilization at
existing installed sites and the installation of our products at
new sites, as well as payments from strategic partnerships,
consulting services and sales of systems and disposables to our
pharmaceutical partners for gene and stem cell therapy trials. We
also anticipate increases over the next twelve months in operating
expenses to support the expected increase in revenues, with
resulting decreases in loss from operations and in cash flow used
in operations. However, there is no assurance that we will be able
to achieve anticipated results, and even in the event such results
are achieved, we expect to continue to consume cash in operations
over at least the next twelve months.
"As a result of the foregoing, it is uncertain whether or not it
will be necessary to seek additional sources of funds from the sale
of equity or other debt securities, which likely would result in
dilution to existing ownership interests, from the establishment of
a credit facility, or from entry into an agreement with a strategic
partner or some other form of collaborative relationship. There is
no assurance, however, that we will be able to obtain such
additional financing on commercially reasonable terms, if at all,
and there is no assurance that any additional financing we do
obtain will be sufficient to meet our needs. If we are not able to
obtain the additional financing on a timely basis, we may be unable
to achieve anticipated results, and may not be able to meet other
obligations as they become due. An inability to obtain a
sufficient amount of additional funding would create substantial
doubt as to our ability to continue as a going concern."
Business Outlook
"We are pleased to confirm our fourth quarter 2023 performance
which included record revenue of $6.8 million, over 30% topline
growth, and a reduction in our quarterly cash burn to only $1.2
million, our lowest since 2020," commented Joe Burnett, president
and CEO at ClearPoint Neuro, in a press release. "In just the
first two months of 2024 we have already achieved some key
strategic milestones including multiple FDA clearances and
first-in-human procedures, first shipments to EU countries from our
new Carlsbad facility and under EU-MDR certification, publication
of key validation papers in peer-reviewed journals supporting both
our navigation software and laser therapy system, and activation of
more new clinical customers in the first quarter than in all of
2023.
"As a result," continued Burnett, "we have been able to complete an
important equity offering of approximately $15 million which
solidifies our balance sheet for our pharma partners and will allow
us to retire our entire outstanding debt in the next 12 months. It
was very encouraging to perform this capital raise alongside many
other biotech companies in the past few weeks, highlighting renewed
investment into this important and exciting gene and cell therapy
space. We continue to look with confidence at 2024 and reaffirm
our 2024 revenue guidance to be in the range of $28.0 million -
$32.0 million."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001285550/000128555024000031/clpt-20231231.htm
About ClearPoint Neuro
ClearPoint Neuro, Inc. formerly MRI Interventions, Inc. --
http://www.clearpointneuro.com-- is a device, cell, and gene
therapy-enabling company offering precise navigation to the brain
and spine. The Company uniquely provides both established clinical
products as well as pre-clinical development services for
controlled drug and device delivery. The Company's flagship
product, the ClearPoint Neuro Navigation System, has FDA clearance
and is CE-marked. ClearPoint Neuro is engaged with healthcare and
research centers in North America, Europe, Asia, and South America.
The Company is also partnered with the most innovative
pharmaceutical/biotech companies, academic centers, and contract
research organizations, providing solutions for direct CNS delivery
of therapeutics in pre-clinical studies and clinical trials
worldwide. To date, thousands of procedures have been performed
and supported by the Company's field-based clinical specialist
team, which offers support and services to its customers and
partners worldwide.
Clearpoint Neuro reported a net loss of $14.41 million in 2021, a
net loss of $6.78 million in 2020, a net loss of $5.54 million in
2019, and a net loss of $6.16 million in 2018.
COLES OF LA JOLLA: Jeanne Goddard Named Subchapter V Trustee
------------------------------------------------------------
The Acting U.S. Trustee for Region 15 appointed Jeanne Goddard, a
certified public accountant at NGS, LLP, as Subchapter V trustee
for Coles of La Jolla, Inc.
Ms. Goddard will be paid an hourly fee of $260 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Goddard declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jeanne Goddard, CPA, CFE, CIRA
NGS, LLP
6120 Paseo Del Norte Suite A-1
Carlsbad, CA 92011
Phone: (760) 930-0282
Email: jgoddard@NGSLLP.com
About Coles of La Jolla
Coles of La Jolla, Inc., doing business as Coles Fine Flooring, is
a family-owned and operated carpet, fine furniture and gift store
specializing in specializing in fine flooring. The company is based
in San Diego, Calif.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-00613) on Feb. 26,
2024, with $4,941,193 in assets and $3,329,830 in liabilities.
Stephen M. Coles, president, signed the petition.
Stella Havkin, Esq., represents the Debtor as legal counsel.
COMMSCOPE HOLDING: Registers Preferred and Common Shares for Resale
-------------------------------------------------------------------
CommScope Holding Company, Inc. filed a registration statement with
the U.S. Securities and Exchange Commission relating to the resale
from time to time of up to an aggregate of (i) 1,400,000 shares of
the Company's Series A Convertible Preferred Stock, par value $0.01
per share (the "Series A Preferred Stock"), consisting of 1,162,085
shares of Series A Preferred Stock issued to the selling
stockholders as of March 1, 2024, and 237,915 shares of Series A
Preferred Stock that may be issued as dividends payable in kind on
such shares; and (ii) 50,909,040 shares of common stock, par value
$0.01 per share (the "Common Stock"), consisting of 42,257,594
shares of Common Stock initially issuable upon conversion of
1,162,085 shares of the issued Series A Preferred Stock and
8,651,446 shares of Common Stock issuable upon conversion of the
237,915 shares of Series A Preferred Stock that may be issued as
dividends payable in kind.
The selling stockholders may offer and sell shares of Series A
Preferred Stock or shares of Common Stock in public or private
transactions, or both. These sales may occur at fixed prices, at
market prices prevailing at the time of sale, at prices related to
prevailing market prices, or at negotiated prices.
The selling stockholders may sell all or a portion of the shares of
Series A Preferred Stock or shares of Common Stock through
underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions
from the selling stockholders, the purchasers of the shares of
Series A Preferred Stock or shares of Common Stock, or both.
The Company will not receive any of the proceeds from the selling
stockholders' sale of shares of Series A Preferred Stock or shares
of Common Stock, but it has agreed to pay certain registration
expenses.
CommScope's Common Stock is listed on the Nasdaq Global Select
Market under the symbol "COMM". On February 29, 2024, the closing
price of its Common Stock on Nasdaq was $1.16 per share. The Series
A Preferred Stock is not listed on any exchange, and the Company
does not intend to list the Series A Preferred Stock on any
exchange. Applicable rules of Nasdaq may limit the Company's
ability to declare dividends payable in kind absent stockholder
approval.
A full-text copy of the Registration Statement is available at
https://tinyurl.com/ps5sje9z
About CommScope Holding
Headquartered in Hickory, North Carolina, CommScope Holding
Company, Inc. -- https://www.commscope.com -- is a global provider
of infrastructure solutions for communication, data center and
entertainment networks. The Company's solutions for wired and
wireless networks enable service providers, including cable,
telephone and digital broadcast satellite operators and media
programmers to deliver media, voice, Internet Protocol (IP) data
services and Wi-Fi to their subscribers and allow enterprises to
experience constant wireless and wired connectivity across complex
and varied networking environments.
CommScope reported a net loss of $462.6 million in 2021, and net
loss of $573.4 million in 2020. For the nine months ended Sept.
30, 2023, the Company incurred a net loss of $925.7 million.
* * *
As reported by the TCR on Nov. 22, 2023, S&P Global Ratings lowered
its issuer credit rating on Network infrastructure provider
CommScope Holding Co. Inc. to 'CCC' from 'B-' and removed the
ratings from CreditWatch with negative implications, where they
were placed on Oct. 31, 2023. S&P revised the outlook to negative.
The negative outlook reflects S&P's view that CommScope's expected
weak financial performance of leverage above the 10x area and low
FOCF generation in 2023 and 2024 will increase the risk of a
distressed exchange or buyback within the next 12 months to address
upcoming maturities.
CORENERGY INFRASTRUCTURE: Preferred Shareholders Want Equity Panel
------------------------------------------------------------------
An ad hoc group of preferred shareholders is seeking the
appointment of an official committee that will represent preferred
shareholders in the Chapter 11 case of CorEnergy Infrastructure
Trust, Inc.
In a motion filed with the U.S. Bankruptcy Court for the Western
District of Missouri, the group's attorney, Andrew Nazar, Esq., at
Polsinelli, PC said the company is not "hopelessly insolvent" based
on publicly available information to date.
Mr. Nazar cited the company's Chapter 11 plan of reorganization
filed on Feb. 25, which proposes to pay trade creditors in full,
holders of unsecured convertible notes between 89.6% and 95.1% of
their claims, and preferred shareholders between 2.3% and 2.8% of
their claims.
"While [CorEnergy] and the ad hoc unsecured noteholder group may
characterize this recovery as a tip or gift, such recoveries give
rise to the inference that [CorEnergy] is not hopelessly
insolvent," the attorney said.
Mr. Nazar also argued that preferred shareholders do not have real
representation in the company's bankruptcy case.
"The facts and circumstances of this Chapter 11 case illustrate
that no estate fiduciary exists with interests sufficiently aligned
with preferred equity holders and that such holders require the
appointment of an effective advocate," Mr. Nazar said.
The ad hoc group is composed of beneficial holders of 7.375% Series
A Cumulative Redeemable Preferred Stock issued by CorEnergy.
The group is represented by:
Andrew J. Nazar, Esq.
Michael Riedl, Esq.
Polsinelli PC
900 W. 48th Place, Suite 900
Kansas City, MO 64112
Tel: (816) 753-1000
Fax: (816) 753-1536
Email: ANazar@Polsinelli.com
MRiedl@Polsinelli.com
-- and --
Robert J. Feinstein, Esq.
Bradford J. Sandler, Esq.
Pachulski Stang Ziehl & Jones, LLP
780 Third Avenue, 34th Floor
New York, NY 10017-2024
Tel: (212) 561-7700
Fax: (212) 561-7777
Email: rfeinstein@pszjlaw.com
bsandler@pszjlaw.com
-- and --
Theodore S. Heckel, Esq.
Pachulski Stang Ziehl & Jones, LLP
700 Louisiana Street, Suite 4500
Houston, TX 77002
Tel: (713) 691-9385
Fax: (713) 691-9407
Email: theckel@pszjlaw.com
About CorEnergy Infrastructure
CorEnergy Infrastructure Trust, Inc. is a Maryland corporation
formed in 2005 as a Business Development Company under the
Investment Company Act of 1940, but since 2012 has operated for tax
purposes as a real estate investment trust ("REIT"). Its stock is
publicly traded and widely held, and it operates under the
oversight of a board of directors that meets the independence
standards of the New York Stock Exchange. Since its conversion to a
REIT in 2012, CorEnergy has focused on owning and leasing energy
midstream infrastructure and operating energy midstream companies.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40236) on February 25,
2024, with $14,492,662 in assets and $118,415,403 in liabilities.
David J. Schulte, officer, signed the petition.
Judge Cynthia A. Norton oversees the case.
Mark T. Benedict, Esq., at Husch Blackwell, LLP represents the
Debtor as legal counsel.
The Debtor filed its Chapter 11 plan of reorganization and
disclosure statement on February 25, 2024.
DATO A/C: Plan Exclusivity Period Extended to May 27
----------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York extended Dato A/C Inc.'s exclusive
periods to file its chapter 11 plan of reorganization and
disclosure statement to May 27, 2024.
As shared by Troubled Company Reporter, Dato A/C Inc. claims that
it has responded to the exigent demands of its chapter 11 case and
has worked diligently to advance the reorganization process.
The Debtor asserts that it should be afforded a full, fair, and
reasonable opportunity to negotiate, propose, file, and solicit
acceptances of its chapter 11 plan. The Debtor explained that the
requested extension is warranted and necessary to afford it a
meaningful opportunity to pursue the chapter 11 reorganization
process and build a concensus among economic stakeholders, all as
contemplated by chapter 11 of the Bankruptcy Code.
Dato A/C Inc. is represented by:
Alla Kachan, Esq.
LAW OFFICES OFFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
About Dato A/C Inc.
Dato A/C Inc. sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41547) on May 3, 2023,
with as much as $50,000 in assets and $100,001 to $500,000 in
liabilities.
Judge Elizabeth S Stong presides over the case.
The Debtor tapped Alla Kachan, Esq., at the Law Offices of Alla
Kachan P.C. as bankruptcy counsel and Wisdom Professional Services,
Inc. as accountant.
DG EDWARDS: Court OKs Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized DG Edwards, PLLC dba Marsalis Avenue
Urgent Care Clinic to use cash collateral on an interim basis, in
accordance with the budget.
The Debtor requires the use of cash collateral to make payroll and
to pay other immediate expenses to keep its maintain the
operations.
Advanced Community Fund Inc, Everest Funding and Fox Funding assert
that they have a security interest in the accounts receivable of
the Debtor.
The court ruled that as adequate protection the Secured Creditors
are granted replacement liens under 11 U.S.C. section 552, to the
extent of any diminishment in the value of One's interest in such
cash collateral, in accordance with its existing existing
priority.
A hearing on the matter is set for March 18 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=u4Ppdm
from PacerMonitor.com.
About DG Edwards, PLLC
DG Edwards, PLLC owns medical clinics in South Dallas, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-30525-11) on February
27, 2024. In the petition signed by D.G. Edwards, president, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Eric Liepins, Esq. represents the Debtor as legal counsel.
DIAMOND SCAFFOLD: Wins Cash Collateral Use Thru May 14
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
authorized Diamond Scaffold Services, LLC to use cash collateral on
an interim basis in accordance with the budget, with a 10%
variance, through May 14, 2024.
The Debtor requires the use of cash collateral to pay operating
expenses.
Prior to June 2021, the Debtor owned scaffolding and leased it to
its customers. It now leases scaffolding from Sertant Capital, SMA
II LP I, LLC, Mazuma Capital, and First Guaranty Bank and subleases
that scaffolding to its customers. Sertant, SMA, Mazuma, and First
Guaranty Bank claim security interests in the scaffolding and in
the proceeds thereof.
Honest Funding, LLC; Cheetah Capital; Dynasty Capital 26, LLC;
Reserve Capital Management; Byrd Capital, LLC; Granite State
Services, LLC; Strategic Investments, LLC; LCF Group, Inc.; and
Imperial Funding -- which the Debtor calls "Cash Advance
Facilitators" -- may also claim to own or to have a security
interest in certain of Debtor's receivables.
Byrd Capital, LLC, Granite State Services, LLC, and Strategic
Investments, LLC are members of 3 Cajuns, LLC and consolidated
their claims against the Debtor into one promissory note in the
principal amount of $875,000 prior to the petition date.
The U.S. Internal Revenue Service, Alabama Department of Revenue,
and the State of Texas recorded tax liens against the Debtor prior
to the Petition Date, which may attach to the Debtor's pre-petition
accounts receivables.
The IRS, the Alabama Department of Revenue, the Louisiana
Department of Revenue, the State of Texas, and the Funders are the
"Cash Collateral Claimants."
To provide adequate protection to those of the Equipment Lessors
and Cash Collateral Claimants that have ownership claims to or
valid liens on the Debtor's cash collateral, the Equipment Lessors
and Cash Collateral Claimants are granted, effective as of the date
of the Interim Order, a post-petition security interest and
replacement lien on the Debtor's postpetition receivables to the
same extent, priority, and perfection status as they have valid
prepetition liens.
These Cash Collateral Claimants will receive adequate protection
payments until the order expires or is modified by further order of
the Court:
Creditor Monthly Payment
a. Internal Revenue Service $2,472.00
b. Alabama Dept. of Revenue $300.00
c. Louisiana Dept. of Revenue $1,100.00
d. State of Texas $560.00
A copy of the order is available at https://urlcurt.com/u?l=ViSwVb
from PacerMonitor.com.
About Diamond Scaffold Services
Diamond Scaffold Services LLC -- https://www.diamondscaffold.com/
-- is an authorized distributor of Ring-lock, Cup-lock, Shoring,
and Frame Scaffold. Diamond Scaffold Services, LLC, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Ala. Case No. 22-11208) on June 21, 2022. In the petition
filed by Jewell Wayne Sumrall, as president, the Debtor estimated
assets between $1 million and $10 million and liabilities between
$10 million and $50 million.
Judge Jerry Oldshue oversees the case.
Alexandra K. Garrett, Esq., at Silver, Voit & Garrett, is the
Debtor's counsel. Jason R. Watkins is serving as special counsel,
representing the Debtor in various litigation.
DIGITAL AUTO: Case Summary & Five Unsecured Creditors
-----------------------------------------------------
Debtor: Digital Auto LLC
2143 Wilderness Ct
Lexington, KY 40509
Business Description: Digital Auto LLC is a used car dealer in
Lexington, Kentucky.
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
Eastern District of Kentucky
Case No.: 24-50259
Debtor's Counsel: Noah Friend, Esq.
NOAH R FRIEND LAW FIRM
PO Box 341
Versailles KY 40383
Tel: (606) 369-7030
Email: noah@friendlawfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Iman Muhsen as member.
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/IJZUU2Q/Digital_Auto_LLC__kyebke-24-50259__0001.0.pdf?mcid=tGE4TAMA
DIRECTBUY HOME: Files Amendment to Disclosure Statement
-------------------------------------------------------
DirectBuy Home Improvement, Inc., submitted an Amended Disclosure
Statement for Plan of Liquidation dated March 5, 2024.
The primary objectives of the Plan are to maximize the value of
recoveries to all holders of Allowed Claims and Allowed Interests
and generally to distribute all property of the Estate that is or
becomes available for distribution in accordance with the
priorities established by the Bankruptcy Code.
Pursuant to the Plan, the Debtor or the Liquidation Trustee will
pay or provide for payments of Claims as follows:
* the Debtor or the Liquidation Trustee will pay Allowed
Administrative Claims, Allowed Professional Fee Claims, Allowed
Priority Tax Claims, Allowed Secured Tax Claims, Allowed Other
Priority Claims, and Allowed Other Secured Claims in full in Cash;
* the Debtor shall fund the Professional Fee Claim Reserve,
which Professional Fee Claim Reserve shall be used to pay Allowed
Professional Fee Claims;
* the holder of Allowed Class 4 Prepetition Secured Claims
against the Debtor will receive from the Debtor on the Effective
Date (a) the Encumbered Cash and (b) the remaining Prepetition
Collateral in and in full and final satisfaction of such
Prepetition Secured Claims. The remaining Claims of the Prepetition
Lender, if any, shall constitute the Prepetition Loan Deficiency
Claim and shall be classified in Class 5;
* holders of Allowed General Unsecured Claims will receive
their pro rata share of the Beneficial Trust Interests, which
Beneficial Trust Interests shall entitle the holders thereof to
receive their pro rata share of the Liquidation Trust Assets; and
* existing Interests in the Debtor will be cancelled without
any distribution to the holders of such Interests.
DIP Claims consist of the DIP Obligations (as defined in the Final
Cash Collateral Order) owed by the Debtor under the Final DIP/Cash
Collateral Order. As of February 27, 2024, the DIP Lender claims
the Debtor owes approximately $1,109,900 on account of the DIP
Claims. The Committee asserts that the balance of any DIP Claims
has been satisfied by the credit bid associated with the sale of
the Debtor's equity interests to the DIP Lender pursuant to the
Assignment Agreement.
For the purposes of the Plan, the balance of the DIP Claims are
presumed to have been satisfied by the credit bid and the
outstanding amount of the DIP Claims asserted to be due by the DIP
Lender are set forth as part of the Prepetition Secured Claims.
Like in the prior iteration of the Plan, each holder of such
Allowed General Unsecured Claim will receive its pro rata share of
the Beneficial Trust Interests, which Beneficial Trust Interests
will entitle the holders thereof to receive their pro rata share of
the Liquidation Trust Assets.
Distributions under the Plan on account of the Beneficial Trust
Interests will be funded by the Liquidation Trust Assets. All other
distributions under the Plan, other than distributions on account
of Beneficial Trust Interests, will be funded by the Liquidation
Trust Claims Reserve, the Encumbered Cash, or the Professional Fee
Claim Reserve. On the Effective Date, the Debtor will fund the
Liquidation Trust Claims Reserve, the Liquidation Trust Expense
Reserve, and Professional Fee Claim Reserve, in full, in cash.
On the Effective Date, the Liquidation Trust will be created in
accordance with the Liquidation Trust Agreement for the benefit of
holders of Beneficial Trust Interests. The Liquidation Trust
Agreement will (a) be in form and substance consistent in all
respects with the Plan and (b) contain customary provisions for
trust agreements utilized in comparable circumstances, including
any and all provisions necessary to ensure continued treatment of
the Liquidation Trust as a grantor trust and the holders of
Beneficial Trust Interests as the grantors and owners thereof for
federal tax purposes.
A full-text copy of the Amended Disclosure Statement dated March 5,
2024 is available at https://urlcurt.com/u?l=1YG8TA from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Michael D. Sirota, Esq.
COLE SCHOTZ P.C.
Court Plaza North
25 Main Street
P.O. Box 800
Hackensack, NJ 07602-0800
Phone: (201) 489-3000
Fax: (201) 489-1536
Email: msirota@coleschotz.com
About DirectBuy Home Improvement
DirectBuy Home Improvement, Inc., doing business as Z Gallerie, is
a specialty retailer focused on fashion and art-inspired home
décor and home furnishings. The company is based in Gardena,
Calif.
DirectBuy Home Improvement sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19159) on
October 16, 2023. In the petition signed by Robert Fetterman, chief
financial officer and interim chief executive officer, the Debtor
disclosed up to $100 million in both assets and liabilities.
The Debtor tapped Michael D. Sirota, Esq., at Cole Schotz PC as
legal counsel and Stretto, Inc. as administrative advisor.
ZG Lending SPV, LLC, as DIP agent and prepetition agent, is
represented by Lowenstein Sandler LLP's Robert M. Hirsh, Esq., and
Phillip Khezri, Esq.
DUSOBOX CORP: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Dusobox Corporation to use cash
collateral, on an interim basis, in accordance with the budget.
Following entry of the First Interim Order, Flagstar Financial &
Leasing, LLC f/k/a Signature Financial LLC asserted a properly
perfected first priority security interest in and to the Debtor's
cash collateral that is the subject of the Motion. The Debtor is
currently in negotiations with Flagstar and First National Bank of
Winter Park regarding the use of cash collateral and provisions for
providing adequate protection to both Creditors.
The Debtor is authorized to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the United
States Trustee for quarterly fees; (b) the current and necessary
expenses set forth in the budget, plus an amount not to exceed 10%
for each line item (provided no amount will be disbursed for
pre-petition sales tax, absent proper application and entry of an
order by the Court); and (c) additional amounts as may be expressly
approved in writing by the Creditors.
Each of the Creditors will have a perfected post-petition lien
against cash collateral to the same extent and with the same
validity and priority as its respective prepetition liens, without
the need to file or execute any document as may otherwise be
required under applicable non-bankruptcy law.
The Debtor will maintain all its insurances including liability and
casualty insurance coverage in accordance with state law and its
obligations under the agreements with its Creditors.
As additional protection for the Creditors' interest in the cash
collateral, the Debtor will make monthly payments in the aggregate
amount of $39,399, to be held in the Debtor's counsel’s client
trust account until further Order of the Court or agreement in
writing by the Creditors, up to the effective date of any confirmed
plan of reorganization of the Debtor. The payments will be made on
such dates as agreed to by the Debtor and such Creditor that is the
recipient of such adequate protection payments.
A further hearing on the matter is set for March 25, 2024 at 2
p.m.
A copy of the order is available at https://urlcurt.com/u?l=gjhuUc
from PacerMonitor.com.
The Debtor projects total operating disbursements, on a weekly
basis, as follows:
$292,355 for the week ending March 15, 2024;
$547,248 for the week ending March 22, 2024; and
$309,681 for the week ending March 29, 2024.
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.
ELENAROSE CAPITAL: Seeks to Extend Plan Exclusivity to May 8
------------------------------------------------------------
ElenaRose Capital LLC and affiliates asked the U.S. Bankruptcy
Court for the Southern District of Indiana to extend their
exclusivity period to file a plan of reorganization to May 8,
2024.
The Debtors submit that cause exists to extend the exclusivity
period in this case based on, among other things, Debtors ongoing
and continuing efforts to reach a global resolution with its
secured creditors prior to filing a plan.
Specifically, concurrently with this Motion, Debtors are filing a
Motion to Compromise, a Motion to Sell, and a Motion to Assume
(collectively, the "Resolution Motions") which will resolve
Debtors' disputes with its secured creditors.
The Debtors explain that the Resolution Motions will need to be
ruled on before they can move forward with either filing the plan
otherwise closing this matter out and Debtors will need time
following any ruling on the Resolution Motions to determine how
best to proceed.
Counsel to the Debtors:
Weston E. Overturf, Esq.
Anthony T. Carreri, Esq.
KROGER GARDIS & REGAS, LLP
111 Monument Cir # 900
Indianapolis, IN 46204
Phone: (317) 777-7439
Email: woverturf@kgrlaw.com
About ElenaRose Capital
ElenaRose Capital LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665-AKM-11) on
September 8, 2023. In the petition signed by Louis Capolino,
president/manager, the Debtor disclosed up to $50,000 in assets and
up to $10 million.
Judge Andrea K. McCord oversees the case.
Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP,
represents the Debtor as legal counsel.
ELITE ENDEAVORS: Seeks Cash Collateral Access
---------------------------------------------
Elite Endeavors, LC asks the U.S. Bankruptcy Court for the District
of Kansas for authority to use cash collateral and provide adequate
protection.
BizCapital BIDO I, LLC and First Bank of the Lake are the holders
of four Promissory Notes and one Promissory Note, respectively.
BizCapital asserts a senior perfected security interest in all
assets, including cash, cash equivalents, and account receivables
and other assets including equipment and inventory.
The Debtor proposes to use the cash collateral that existed as of
the filing of the petition and in exchange, grant BizCapital a
replacement lien on the post-petition cash collateral (made up of
future bank deposits, accounts receivable and other cash assets).
Further, except to the extent of purchase money security interests
held by DeLage Landen Financial Services for four forklifts, LNC
for two sets of screws, and Ouiby, Inc. dba Kickfurther for 59,000
cubes, BizCapital has the senior lien on all equipment and
inventory.
Further, the Debtor proposes to pay BizCapital, as a cash
collateral and as an adequate protection payment (for all assets
described in BizCapital's Security Agreements, the sum of $60,000
per month, commencing on March 15, 2024, and by the 15th of each
month thereafter until the Plan of Reorganization is confirmed.
FBL asserts a junior perfected security interest I Debtor’s
equipment. As the outstanding balances on the debts owed to
BizCapital exceed the value of Debtor's assets (Cash Collateral and
all other assets), FBL's lien may not be supported by any
collateral. The Debtor is presently investigating whether there is
equipment that would be pledged to FBL beyond that which is first
pledged to BizCapital.
A copy of the motion is available at
https://urlcurt.com/u?l=wpC5mP from PacerMonitor.com.
About Elite Endeavors, LLC
Elite Endeavors, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 24-20222) on March 6,
2024. In the petition signed by Don Dustin Turner, Managing Member
of Flying 4T Enterprises, LLC, its Member, the Debtor disclosed up
to $50,000 in assets and up to $50 million in liabilities.
Erlene W. Krigel, Esq., at KRIGEL & KRIGEL, PC, represents the
Debtor as legal counsel.
EMERGENT BIOSOLUTIONS: Widens Net Loss to $760.5 Million in 2023
----------------------------------------------------------------
Emergent Biosolutions Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$760.5 million on $1.05 billion of total revenues for the year
ended Dec. 31, 2023, compared to a net loss of $211.6 million on
$1.12 billion of total revenues for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $1.82 billion in total assets,
$1.17 billion in total liabilities, and $649.3 million in total
stockholders' equity.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 8, 2024, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Senior
Secured Credit Facilities and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
Management Comments
"Emergent has a long history of helping protect people around the
world from opioid overdose emergencies and chemical, biological and
radiological threats. This commitment to public health, together
with Emergent's leadership, give me confidence in the long-term
future of the company," said Joe Papa, president and CEO at
Emergent, in a press release. "Emergent faces some short-term
challenges, which we are addressing head on. At the same time, we
are making decisions and putting strategies in place for Emergent
to add value for customers, patients and investors. Emergent is a
company with a bright future, and I am excited to help lead it
forward."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001367644/000136764424000033/ebs-20231231.htm
About Emergent Biosolutions
Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate and naturally occurring public health threat. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and
manufacturing
("CDMO") services portfolio. The Company develops, manufactures,
and delivers protections against public health threats through a
pipeline of innovative vaccines and therapeutics.
FENEX FITNESS: Class 4 Unsecured Claims to Split $28K in Plan
-------------------------------------------------------------
Fenex Fitness Facilities, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Washington a Plan of Reorganization
dated March 4, 2024.
The Debtor was organized in June 2020, as a Washington Limited
Liability Company. At its inception, the company was owned by
principals Derrick Watson and Peter Noetzel.
Since its inception, Debtor has served its clientele as a full
service gym/fitness facility under the trade name Any Time Fitness,
located in at 7104 265th St NW, Stanwood, WA 98292 The Debtor is a
franchisee of Anytime Fitness, LLC with most of its clientele
residing in north Snohomish County and south Skagit County.
In June of 2022, principal Derrick Watson became the sole owner of
the Debtor by purchasing the interest of Peter Noetzel.
Following the ownership change, principal Derrick Watson incurred
obligations with less than favorable interest rates to upgrade
equipment and attempt to optimize operations. In addition, during
this period the Debtor also fell behind on its facility lease.
Facing mounting collection pressures including threatened eviction
the Company filed a petition under Chapter 11, Subchapter V on
December 4, 2023.
Class 1 consists of the Peter & Katie Noetzel Claim. If the secured
claim of Peter & Katie Noetzel, is not avoided by adversary
proceeding, the sum of $29,515.00 will be paid in monthly payments
of at no less than $645.00 beginning on May 5, 2024, with which
includes interest at the rate of 8% interest. Class 1 will receive
no unsecured distribution as the Debtor is not a party to the
Promissory Note with Peter & Katie Noetzel.
Class 2 consists of the Unsecured claim of Cloud Fund. The allowed
unsecured claim of Cloud Fund will be paid $16,540.83 with equal
monthly payments of no less than $295.00 per month beginning on May
5, 2024. This payment represents the amount that would be secured
if Class 1 were avoided. This Class is impaired.
Class 3 consists of the Unsecured claim of Kapitus Servicing, Inc.
The allowed unsecured claim of Kapitus will be paid $13,395.00 with
equal monthly payments of no less than $240.00 per month beginning
on May 5, 2024. This payment represents the amount that would be
secured if Class 1 were avoided. This Class is impaired.
Class 4 consists of General Unsecured claims. All remaining general
unsecured claims will receive a pro rata share of $28,000.00 to be
paid no less than $500.00 per month beginning on May 5, 2024. This
Class is impaired.
Class 5 consists of the Claims of Interest of Equity Security
Holder Derrick Watson. Derrick Watson holds a 100% shareholder
interest in the Debtor which will be retained until payments
provided for in the Plan are paid in full.
The Plan will be funded with revenue from the Debtor's operation.
It is anticipated both the income and expenses will remain
relatively constant through the life of the Plan.
A full-text copy of the Plan of Reorganization dated March 4, 2024
is available at https://urlcurt.com/u?l=10mS08 from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Jennifer L. Neeleman, Esq.
NEELEMAN LAW GROUP, P.C.
1403 8th Street
Marysville, WA 98270
Neeleman Law Group, P.C.
Telephone: (425) 212-4800
Facsimile: (425) 212-4802
About Fenex Fitness Facilities
Fenex Fitness Facilities, LLC has served its clientele as a full
service gym/fitness facility under the trade name Any Time Fitness,
located in at 7104 265th St NW, Stanwood, WA 98292.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12351-MLB) on
December 14, 2023. In the petition signed by Derrick Watson,
managing member, the Debtor disclosed up to $50,000 in assets and
up to $500,000 in liabilities.
Judge Marc Barreca oversees the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., is the
Debtor's legal counsel.
FINTECH HOLDINGS: Bankruptcy Case Dismissed
-------------------------------------------
Fintech Holdings Inc. sought and obtained an order dismissing its
Chapter 15 / Chapter 11 case on account of a fraudulent filing.
The chapter 11 petition was not authorized by the purported debtor
and appears to have been filed for an improper purpose.
Accordingly, Fintech asked the Court to immediately dismiss the
case under 11 U.S.C. Sec. 105(a) and 305(a)(1).
Robert W. Johnson, 65 Sidney St., Buffalo NY 14211, caused the
chapter 11 petition of Fintech Holdings Inc., to be filed in the
United States Bankruptcy Court for the District of Delaware on
March 2, 2024. Case No. 24-10322-LSS, ECF No. 1. Chapter 15
Petition for Recognition of Foreign Proceeding. Case No. Case No.
24-10322, ECF No. 1.
Fintech Holdings is registered in Delaware and has its principal
office in New York, New York. Fintech Holdings is not a
financially troubled company.
Fintech was alerted to the filing of the Fintech Holdings Petition
by Joe McMahon, Esq., an Assistant United States Trustee with the
Office of the United States Trustee for the Third Circuit.
Fintech Holdings says it did not authorize the Fintech Holding
Petitions filed on March 2, 2024, in the United States Bankruptcy
Court for District of Delaware.
The Fintech Holdings Petition filed with the United States
Bankruptcy Court for the District of Delaware is fraudulent.
Willie Johnson is not an authorized representative of Fintech
Holdings, and thus is not authorized to file a bankruptcy petition
on behalf of Fintech Holdings.
Fintech Holdings has found records indicating that an individual
named Robert W. Johnson has an extensive history of court-imposed
anti-filing injunctions due to frivolous and malicious lawsuits.
Upon information and belief, it appears that the Fintech Holdings
Petition is yet another frivolous use of the federal court system
by this individual.
The Chapter 11/ Chapter 15 case is In re Fintech Holdings Inc.
(Bankr. D. Del. Case No. 24-10322).
FOUR J LAND: Norman Rouse Named Subchapter V Trustee
----------------------------------------------------
The Acting U.S. Trustee for Region 13 appointed Norman Rouse as
Subchapter V trustee for Four J Land and Cattle Company.
Mr. Rouse will be paid an hourly fee of $275 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Rouse declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Norman E. Rouse
5957 East 20th Street
Joplin, Missouri 64802
Phone: 417.782.2222
Email: nrouse@cwrcave.com
About Four J Land and Cattle Company
Four J Land and Cattle Company, a company in Waynesville, Mo.,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. W.D. Mo. Case No. 24-60114) on February 24, 2024, with
$1 million to $10 million in both assets and liabilities. Jay
Laughlin, president, signed the petition.
David E. Schroeder, Esq., at David Schroeder Law Offices, P.C.
represents the Debtor as bankruptcy counsel.
FREE FLOW: Sells CRE Asset to Trusted Auto for $1.7 Million
-----------------------------------------------------------
Free Flow, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on March 6, 2024, Accurate Auto Parts,
Inc. a wholly owned subsidiary of the Company, transacted a Sales
Contract executed on March 4, 2024.
Pursuant to the Sales Contract, Free Flow sold the CRE asset
addressed as 6269 Caledon Road, King George, Va., owned by Accurate
Auto Parts to Trusted Auto Parts, LLC, with a principal place of
business at 12689 Catawba Drive, Woodbridge, Va., for a gross price
of $1,700,000.
The Company continues its operations by buying inventory from other
Recycling Facilities and act as a trader in the same line of
business.
About Free Flow
Free Flow, Inc. was incorporated on Oct. 28, 2011 under the laws of
State of Delaware to enter the green energy industry. The Company
began with the idea of developing swimming pool solar pump system
to create a blend of green energy harvesting while maintaining the
present system. Having received firm inquiries from overseas
farmers, Free Flow began with focus on the sale of solar panels to
the agriculture sector, providing alternate means of electricity to
operate pumps for water wells in India and Pakistan.
Free Flow reported a net loss of $2.76 million for the year ended
Dec. 31, 2022, compared to net income of $543,898 for the year
ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had
$711,448 in total assets, $1.76 million in total liabilities,
$330,000 in Series B redeemable preferred stock, $470,935 in series
C redeemable preferred stock, and a total stockholders' deficit of
$1.85 million.
Future issuances of the Company's equity or debt securities will be
required for the Company to continue to finance its operations and
continue as a going concern. The Company's present revenues are
marginally sufficient to meet operating expenses. The financial
statement of the Company has been prepared assuming that the
Company will continue as a going concern, which contemplates, among
other things, the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company had
incurred cumulative net losses of $1,854,922 since its inception
thus requires greater sales for its contemplated operational and
marketing activities to take place. The Company's ability to
increase additional sales through the future is unknown. The
obtainment of additional sales, the successful development of the
Company's contemplated plan of operations, and its transition,
ultimately, to the attainment of profitable operations are
necessary for the Company to continue operations. The ability to
successfully resolve these factors raise substantial doubt about
the Company's ability to continue as a going concern. The financial
statements of the Company do not include any adjustments that may
result from the outcome of these uncertainties, according to the
Company's Quarterly Report for the period ended Sept. 30, 2023.
GARAGE BUILDERS: Unsecured Creditors to be Paid in Full in Plan
---------------------------------------------------------------
Garage Builders of Raleigh, Inc. filed with the U.S. Bankruptcy
Court for the Eastern District of North Carolina a Disclosure
Statement describing Chapter 11 Plan dated March 5, 2024.
The Debtor is a North Carolina corporation which operates a
residential construction business specializing in the construction
of garages. During the course of the Chapter 11, the Debtor
continued to operate with Robert Clade acting as president and
manager.
The Debtor filed its Schedules on August 31, 2023, and listed
assets of $48,008.51 and debts of $76,252.37.
The Debtor has proposed this Plan which would pay all Allowed
Claims in full. Upon confirmation of this Plan, the membership
interests of the Debtor shall be solely held by Robert Clade, the
current president and manager. The Debtor shall fund the Plan by
continuing to operate profitably.
Class 4 consists of Allowed Unsecured Claims (non-trade). Class 4
is comprised of the Allowed Claims of the former owners,
shareholders, officers or directors of the Debtor, including but
not limited to all claims of Robert Clade and Richard White. Class
4 claims shall be paid in full with interest at the Unsecured Rate,
with payment being made on the first day of the month after all
Class 5 claims have been paid in full.
Richard White filed a claim in the amount of $275,000. However, the
Debtor, and Mr. White have reached as settlement whereby the Debtor
anticipates Mr. White's allowed claim will be $0.00. Therefore, the
Debtor estimates that the only claim in the class will be Robert
Clade's claim for $307.85.
Class 5 consists of Allowed Remaining Unsecured Claims. Class 5
Claims shall be paid in full with interest at the Unsecured Rate
from the effective date. Class 5 shall be paid a lump sum of $4,000
on the effective date. Thereafter, Class 5 shall be paid at the
rate of $350 per month, with the first payment being due on the
first day of the first month following the effective date. The
Debtor estimates that there are $18,241.53 in Class 5 claims.
Class 6 consists of Allowed Equity Interests. Equity holders shall
have their equity extinguished. Following Confirmation, the Debtor
shall issue new shares to Robert Clade as the sole shareholder.
A full-text copy of the Disclosure Statement dated March 5, 2024 is
available at https://urlcurt.com/u?l=B84EyA from PacerMonitor.com
at no charge.
Counsel to the Debtor:
William P. Janvier, Esq.
STEVENS MARTIN VAUGHN & TADYCH, PLLC
2225 W. Millbrook Road,
Raleigh, NC 27612
Tel: (919) 582-2300
Email: wjanvier@smvt.com
About Garage Builders of Raleigh
Garage Builders of Raleigh, Inc., is a North Carolina corporation
which operates a residential construction business specializing in
the construction of garages.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 23-02416) on August 22, 2023, disclosing under $1 million
in both assets and liabilities.
The Debtor is represented by Stevens Martin Vaughn & Tadych, PLLC.
GAUCHO GROUP: Receives Second Default Notice From 3i LP
-------------------------------------------------------
As previously disclosed on its Form 8-K Report filed on February
21, 2023, Gaucho Group Holdings, Inc. entered into a Securities
Purchase Agreement with 3i, LP, pursuant to which the Company sold
to 3i a series of senior secured convertible notes of the Company
in the aggregate original principal amount of $5,617,978, and a
series of common stock purchase warrants of the Company, which
warrants shall be exercisable into an aggregate of 337,710 shares
of common stock of the Company for a term of three years (the
"Warrants," and together with the Purchase Agreement and Notes, the
"Note Documents").
As disclosed on the Company's Form 8-K Report filed on February 27,
2024, the Company received on February 21, 2024, an Event of
Default Redemption Notice from 3i providing notice of Events of
Default arising under the Note Documents and demanding immediate
payment of the Event of Default Redemption Price equal to a minimum
of $3,437,645.74.
On February 28, 2024, the Company received a second Event of
Default Redemption Notice from 3i providing notice of an additional
Event of Default arising under the Note Documents, and demanding
immediate payment of the Event of Default Redemption Price equal to
a minimum of $3,450,711.22.
Upon an Event of Default, the interest rate on the outstanding
principal will automatically be increased from 7% to 18% per annum,
and 3i may require the Company to redeem all or any portion of the
Note at a price equal to the greater of (i) the product of (A) the
amount to be redeemed multiplied by (B) the redemption premium of
115%, and (ii) the product of (X) the conversion rate in effect at
such time as 3i delivers an Event of Default redemption notice,
multiplied by (Y) the product of (1) the redemption premium of 115%
multiplied by (2) the greatest closing sale price of the common
stock on any trading day during the period commencing on the date
immediately preceding such Event of Default and ending on the date
the Company makes the entire payment required to be made under the
Note Documents.
Additionally, 3i may, at its option, convert the Note into shares
of common stock of the Company at an alternate conversion price.
The remedies provided in the Note are cumulative and in addition to
all other remedies available to 3i at law or in equity (including a
decree of specific performance and/or other injunctive relief).
In addition to the remedies provided under the Note Documents, 3i
also holds a security interest in all of the assets of the Company,
including intellectual property and the Company's ownership
interests in each of its subsidiaries, pursuant to that certain
Security and Pledge Agreement and Intellectual Property Security
Agreement each dated February 21, 2023 (together, the "Security
Agreement"). Upon the occurrence of an Event of Default under the
Note, the collateral agent appointed under the Security Agreement
may exercise all of the rights and remedies of a secured party upon
default under the New York Uniform Commercial Code, and may, among
other things, (i) take absolute control of the collateral and
receive, for the benefit of 3i, all payments made thereon, give all
consents, waivers, and ratifications in respect thereof and
otherwise act with respect thereto as through it were the outright
owner thereof, (ii) require each grantor to make the collateral
available to the collateral agent, and (iii) sell, lease, license,
or dispose of the Collateral.
The Company believes that this Event of Default Redemption Notice
from 3i is in response to the Company's lawsuit filed in the United
States District Court for the District of Delaware alleging that 3i
engaged in an unlawful securities transaction with the Company as
an unregistered dealer under U.S. securities laws. 3i is considered
a "dealer" within the meaning set forth in Section 3(a)(5)(A) the
Securities Exchange Act of 1934 ("Exchange Act") and, therefore,
violated Section 15(a) by engaging in interstate securities
transactions with the Company absent effective dealer registration.
Because of 3i's violations of Section 15(a) of the Exchange Act,
the Company is seeking to have certain contracts between it and 3i
declared void and transactions effectuated thereunder rescinded
pursuant to Section 29(b) of the Exchange Act.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s
mission has been to source and develop opportunities in Argentina's
undervalued luxury real estate and consumer marketplace. The
Company has positioned itself to take advantage of the continued
and fast growth of global e-commerce across multiple market
sectors, with the goal of becoming a leader in diversified luxury
goods and experiences in sought after lifestyle industries and
retail landscapes. With a concentration on fine wines
(algodonfinewines.com & algodonwines.com.ar), hospitality
(algodonhotels.com), and luxury real estate
(algodonwineestates.com) associated with its proprietary Algodon
brand, as well as the leather goods, ready-to-wear and accessories
of the fashion brand Gaucho - Buenos Aires (gaucho.com), these are
the luxury brands in which Argentina finds its contemporary
expression.
Gaucho reported a net loss of $21.83 million for the year ended
Dec. 31, 2022, compared to a net loss of $2.39 million for the year
ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $18.91
million in total assets, $11.02 million in total liabilities, and
$7.89 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
17, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
The Company's operating needs include the planned costs to operate
its business, including amounts required to fund working capital
and capital expenditures. Based upon projected revenues and
expenses, the Company believes that it may not have sufficient
funds to operate for the next twelve months from the date these
financial statements are made available. Since inception, the
Company's operations have primarily been funded through proceeds
received from equity and debt financings. The Company believes it
has access to capital resources and continues to evaluate
additional financing opportunities. There is no assurance that the
Company will be able to obtain funds on commercially acceptable
terms, if at all. There is also no assurance that the amount of
funds the Company might raise will enable the Company to complete
its development initiatives or attain profitable operations. The
aforementioned factors raise substantial doubt about the Company's
ability to continue as a going concern for a period of one year
from the issuance of these financial statements, according to the
Company's Quarterly Report for the period ended Sept. 30, 2023.
GAUCHO GROUP: Three Proposals OK'd at Special Stockholder Meeting
-----------------------------------------------------------------
Gaucho Group Holdings, Inc. virtually convened its 2024 Special
Stockholder Meeting during which the stockholders:
* approved the full issuance of shares of common stock in
connection with Tumim Capital LLC's equity line of credit (ELOC);
* approved the grant to the Board of Directors of discretion
on or before June 30, 2024, to implement a reverse stock split of
the outstanding shares of common stock in a range of one-for-two
(1:2) up to one-for-ten (1:10); and
* approved the full issuance of shares of the Company's common
stock to be issued in a private placement of common stock for gross
proceeds of up to $7.2 million pursuant to Rule 506(b) of the
Securities Act of 1933.
The first proposal is moot since Tumim Capital terminated the ELOC
prior to the meeting but the vote was held anyway. Meanwhile, the
stockholders did not approve the fourth proposal for the full
issuance and exercise of shares of the Company's common stock to be
issued pursuant to that certain securities purchase agreement,
senior secured convertible promissory note, common stock purchase
warrant, and registration rights agreement, each dated February 21,
2023 by and between the Company and an institutional investor.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s
mission has been to source and develop opportunities in Argentina's
undervalued luxury real estate and consumer marketplace. The
Company has positioned itself to take advantage of the continued
and fast growth of global e-commerce across multiple market
sectors, with the goal of becoming a leader in diversified luxury
goods and experiences in sought after lifestyle industries and
retail landscapes. With a concentration on fine wines
(algodonfinewines.com & algodonwines.com.ar), hospitality
(algodonhotels.com), and luxury real estate
(algodonwineestates.com) associated with its proprietary Algodon
brand, as well as the leather goods, ready-to-wear and accessories
of the fashion brand Gaucho - Buenos Aires (gaucho.com), these are
the luxury brands in which Argentina finds its contemporary
expression.
Gaucho reported a net loss of $21.83 million for the year ended
Dec. 31, 2022, compared to a net loss of $2.39 million for the year
ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $18.91
million in total assets, $11.02 million in total liabilities, and
$7.89 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
17, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
The Company's operating needs include the planned costs to operate
its business, including amounts required to fund working capital
and capital expenditures. Based upon projected revenues and
expenses, the Company believes that it may not have sufficient
funds to operate for the next twelve months from the date these
financial statements are made available. Since inception, the
Company's operations have primarily been funded through proceeds
received from equity and debt financings. The Company believes it
has access to capital resources and continues to evaluate
additional financing opportunities. There is no assurance that the
Company will be able to obtain funds on commercially acceptable
terms, if at all. There is also no assurance that the amount of
funds the Company might raise will enable the Company to complete
its development initiatives or attain profitable operations. The
aforementioned factors raise substantial doubt about the Company's
ability to continue as a going concern for a period of one year
from the issuance of these financial statements, according to the
Company's Quarterly Report for the period ended Sept. 30, 2023.
GIGA-TRONICS INC: Changes Name to 'Gresham Worldwide, Inc.'
-----------------------------------------------------------
Giga-Tronics Incorporated disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on March 1, 2024, the
Company changed its name from "Giga-Tronics Incorporated" to
"Gresham Worldwide, Inc."
The Company filed a Certificate of Amendment of Articles of
Incorporation with the Secretary of State of the State of
California to effect such change.
About Giga-tronics Inc.
Headquartered in Dublin, California, Giga-Tronics Inc. is a
publicly held company, traded on the OTCQB Capital Market under
the
symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- is a
provider of purpose-built electronic technology solutions for
defense and other mission critical applications. The Company
designs, manufactures, and distributes specialized precision
electronic solutions, automated test solutions, power electronics,
supply and distribution solutions, display solutions and radio,
microwave and millimeter wave communication systems and components
for a variety of applications with a focus on the global defense
industry for military airborne, sea and ground applications
including high fidelity signal simulation and recording solutions
for Electronic Warfare test and training applications.
Giga-Tronics reported a net loss of $18.42 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.86 million for
the year ended Dec. 31, 2021. As of Sept. 30, 2023, Giga-tronics
has $37 million in total assets and $31.6 million in total
liabilities.
New York, New York-based Marcum LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
May 11, 2023, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
As of Sept. 30, 2023, the Company had cash and cash equivalents of
$2.1 million, working capital of $1.2 million, a history of net
operating losses and cash outflows from operations. The Company
has financed its operations principally through issuances of
convertible debt, promissory notes and equity securities. These
factors create substantial doubt about the Company's ability to
continue as a going concern for at least one year after the date
that these condensed consolidated financial statements are issued,
according to the Company's Quarterly Report for the three months
ended Sept. 30, 2023.
GIZMO BREW: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
Gizmo Brew Works, LLC asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division, for authority
to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to pay operating
expenses, including payroll, payroll taxes and expenses, property,
casualty, workers’ compensation, and general liability insurance,
utilities, lease payments, material costs and expenses, production
supplies and materials, and other expenses incidental to
manufacturing, distribution, and sale of its product and
merchandise to the general public.
Since its inception in April 2013, the Debtor has gone from
operating a two-barrel brewery (which was one of the smallest
production breweries in North to the Petition Date, where its
brewing capacity has quadrupled with two satellite taprooms in
Chapel Hill and Durham.
Due to unforeseen circumstances, including the imposition of severe
restrictions imposed upon its business operations accompanying the
spread of COVID-19 that followed the costly expansion and
development of the Chapel Hill Taproom and the Durham Taproom, and
ongoing corporate dispute that has prohibited new equity
investments from third parties, the Debtor began to experience
significant financial problems as a result of its inability to pay
certain ongoing expenses associated with its business operations,
including the significant indebtedness that was incurred with Live
Oak Banking Company to fund the expansion of its business to Durham
and Chapel Hill.
Live Oak Banking Company, which the Debtor believes is owed
approximately $1.170 million as of the Petition Date, and has a
security interest in the Debtor's cash collateral.
Based upon N.C. Gen. Stat. sections 25-3-308 and 25-9-310 and on
account of their failure to file a UCC Financing Statement with the
North Carolina Secretary of State, it appears that the security
interests of JASON B. DEAN and ODK CAPITAL, LLC are not, and have
not been, properly perfected against the Debtor as of the Petition
Date.
The Debtor proposes, on an interim basis, adequate protection to
the Cash Collateral Creditors in exchange for the Debtor's use of
cash collateral, of a continuing postpetition replacement lien and
security interest to the Cash Collateral Creditors in all property
and categories of property of the same extent, validity, and
priority as said creditor held prepetition, the validity,
enforceability, and perfection of which will be immediately deemed
perfected, without the need for any further action on the part of
Cash Collateral Creditors.
A copy of the motion is available at https://urlcurt.com/u?l=mKyyKm
from PacerMonitor.com.
About Gizmo Brew Works, LLC
Gizmo Brew Works, LLC owns and operates a craft brewery and three
taproom locations.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr E.D. N.C. Case No. 24-00796-5-JNC) on March
8, 2024. In the petition signed by Bryan Williams, chief executive
officer, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Joseph Z. Frost, Esq., at BUCKMILLER, BOYETTE & FROST, PLLC,
represents the Debtor as legal counsel.
GLENS FALLS: Case Summary & 12 Unsecured Creditors
--------------------------------------------------
Debtor: Glens Falls RE Holdings, Inc.
1510 Central Ave, Suite 380
Albany, NY 12205
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
Northern District of New York
Case No.: 24-10274
Debtor's Counsel: Michael Boyle, Esq.
BOYLE LEGAL LLC
64 2nd Street
Troy, NY 12180
Tel: 518-687-1648
Fax: 518-516-5075
Email: mike@boylebankruptcy.com
Total Assets: $1,734,366
Total Liabilities: $2,672,951
The petition was signed by Stephen Frank as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/3YTHXNA/Glens_Falls_RE_Holdings_Inc__nynbke-24-10274__0001.0.pdf?mcid=tGE4TAMA
GOLD STAR: Court OKs Cash Collateral Access Thru March 26
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Gold Star Transportation Services, LLC
to use cash collateral on an interim basis, in accordance with the
budget, with a 10% variance, through March 26, 2024.
The Debtor requires the use of cash collateral to fund ordinary
business operations and expenses.
The Debtor filed the instant case because it has fallen behind on
certain payments to secured creditors due to the pandemic, and its
after-effects on the bus transportation business.
In 2020, the Debtor received EIDL from the U.S. Small Business
Administration in the amount of $51,000. On June 17, 2020, the SBA
recorded a UCC-1 Statement under Document Number 202002331683. This
amount may be subject to forgiveness. Out of an abundance of
caution, the Debtor has filed the motion because of the potential
lien held by the SBA.
The court said, commencing February 24, 2024, the Debtor will make
monthly adequate protection payments in the amount of $175 to the
SBA.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non-bankruptcy law.
A continued hearing on the matter is set for March 26 at 9:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=6AyTqb
from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$25,592 for March 2024;
$25,592 for April 2024;
$25,592 for May 2024; and
$25,592 for June 2024.
About Gold Star Transportation Services, LLC
Gold Star Transportation Services, LLC provides charter bus
services in Kissimmee, Florida, to local attractions. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. M.D. Fla. Case No. 6:24-bk-00177-GER) on January 15, 2024.
In the petition signed by Luis A. Primiciero, managing member, the
Debtor disclosed up to $50,000 in assets and up to $100,000 in
liabilities.
Judge Grace E. Robson oversees the case.
Melissa Youngman, Esq., at Winter Park Estate Plans & Reorgs,
represents the Debtor as legal counsel.
GRS RESTAURANT: Court OKs Deal on Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, authorized GRS Restaurant Group, Inc. to
use cash collateral on a final basis in accordance with the budget
and its agreement with Comerica Bank.
Comerica's authorization to use of cash collateral expires, as set
forth in the Stipulation, on the earlier of (a) 5 p.m. Pacific Time
on April 30, 2024 (unless Comerica and GRS further extend the
expiration date by written agreement), (b) the effective date of a
Chapter 11 plan, or (c) a Termination Date, as set forth in the
Prior Cash Collateral Stipulations.
As previously reported by the Troubled Company Reporter, on
December 29, 2014, Comerica filed a UCC Financing Statement with
the California Secretary of State as File No. 15-7443154630
identifying as collateral all personal property of the Debtor
including but not limited to all identified tangibles as well as
general intangibles.
The parties agreed that GRS may use cash collateral to pay its
normal and ordinary operating expenses pursuant to the budget,
subject to the terms and conditions of the Stipulation and the
Prior Cash Collateral Stipulations, including the prior
Court-approved grants of Adequate Protection by GRS to Comerica.
A copy of the court's order is available at
https://urlcurt.com/u?l=NDn31k from PacerMonitor.com.
About GRS Restaurant
GRS Restaurant Group, Inc., doing business as Stacks, operates in
the restaurant industry. It is based in Burlingame, Calif.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
23-30430) on June 30, 2023, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. Gina Klump, Esq., at the
Law Office of Gina R. Klump, has been appointed as Subchapter V
trustee.
Judge Hannah L. Blumenstiel oversees the case.
Matthew D. Metzger, Esq., at Belvedere Legal, PC represents the
Debtor as counsel.
GRS RESTAURANT: Unsecureds Owed $104K to Recover 10% Dividend
-------------------------------------------------------------
GRS Restaurant Group, Inc., submitted an Amended Plan of
Reorganization for Small Business dated March 4, 2024.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $11,000.00
The final Plan payment is expected to be paid on June 1, 2029.
This Plan of Reorganization proposes to pay creditors of the Debtor
from: 1) the Debtor's monthly income generated from rental income
and elder care income; 2) social security payments; and 3) the
refinance and/or sale of the Subject Property.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 10 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 5 consists of the general unsecured portion of the claim
filed Amon Food Service company, Inc. Class 5 shall receive a 100%
dividend and shall be paid a total amount that does not exceed
$70,557.19. This Class shall receive a monthly payment of
$1,176.45. The amount of claim in this Class total $92,704.24. This
Class is impaired.
Class 6 consists of all allowed, non-priority unsecured claims.
Class 6 shall receive an estimated 10% dividend and shall be paid a
total amount that does not exceed $103,681.56. (the "General
Unsecured Claims Pot"). Class 5 payments shall be over a 36-month
term that begins in Year 3 of the Plan, after the Debtor has
completed 24 months of payments to any court-approved Section
503(b) administrative priority professional fees.
The General Unsecured Claims Pot shall be available to both Class 5
and Class 6, which shall receive pro-rata distributions from the
General Unsecured Claims Pot. The final amount paid to Class 5
members may be reduced by any allowed Class 6 claims. Estimated
payment start date shall be June 1, 2026. This Class is impaired.
Class 7 consists of all disputed non-priority, non-insider,
undisputed unsecured claims. Specifically, Class 6 all general
unsecured claims that the Debtor disputes, including claims listed
as disputed on the Debtor's Schedule F, claims valued at $0.00 on
the Debtor's Schedule F, and the claim of Gleamco Fine Arts LLC
that the Debtor disputes. Class 6 shall receive an estimated 0%
dividend, until and unless a Class 6 proof of claim is timely filed
and deemed allowed, in which case said claim(s) shall receive a
pro-rata dividend from the General Unsecured Claims Pot.
Geoffrey R. Swenson shall retain 100% of all equity security rights
in the Debtor's personal property. In the event that, prior to
confirmation, the Court approves the Debtor's issuance of a
dilution of shares to an equity investor in exchange for an equity
investment, any new equity investor shall retain any court-approve
equity security rights that partially dilute Mr. Swenson's 100%
equity security rights.
The Debtor will retain possession of the property of the estate.
First, for Effective Date payments, at or prior to the confirmation
hearing, the Debtor will produce proof of deposit into trust of
$25,000.00 necessary to make Effective Date payments.
Second, the Debtor's monthly budget is conservative and includes a
1% variance, to protect against business Interruptions. Even with
said 1% variance, the budget projects sufficient net cash to timely
meet all plan payments and stay current with all post petition
obligations. The plan provides for feasible and tenable budget, for
all plan payments and to ensure the timely payment of all
prospective commercial lease payment obligations.
A full-text copy of the Amended Plan dated March 4, 2024 is
available at https://urlcurt.com/u?l=TqQ6Ln from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
Matthew D. Metzger, Esq.
Belvedere Legal, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Telephone: (415) 513-5980
Facsimile: (415) 513-5985
Email: mmetzger@belvederelegal.com
About GRS Restaurant
GRS Restaurant Group, Inc., doing business as Stacks, operates in
the restaurant industry. It is based in Burlingame, Calif.
The Debtor filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
23-30430) on June 30, 2023, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. Gina Klump, Esq., at the
Law Office of Gina R. Klump, has been appointed as Subchapter V
trustee.
Judge Hannah L. Blumenstiel oversees the case.
Matthew D. Metzger, Esq., at Belvedere Legal, PC, is the Debtor's
counsel.
HCIC HOLDINGS: Unsecureds Will Get 100% of Claims in Plan
---------------------------------------------------------
HCIC Holdings, LLC, filed with the U.S. Bankruptcy Court for the
District of Colorado a Small Business Plan of Reorganization under
Subchapter V dated March 4, 2024.
HCIC was registered with the Colorado Secretary of State as a
mutual ditch company on March 17, 1888, and has served Huerfano
County for over a century.
Two Rivers was, originally, the majority holder of the Huerfano
Cucharas Irrigation Company (HCIC). The Company was then left with
approximately 277 shares of HCIC, which entitle the Company to
certain water rights out of the Huerfano-Cucharas river system. The
Debtor conservatively estimates the value of these shares at
approximately $1,455,000.
Another asset is a real estate development project in Morgan
County, specifically a former prison in Brush Colorado ("Brush
Property"). The Brush Property was purchased for $1,500,000.00 with
$500,000.00 down and a $1,000,000.00 carry-back Promissory Note to
the seller, Creating Restorative Opportunities Program ("CROP").
The Debtor asserts the present principal balance was reduced by
payment of $100,000.00 to extend the mortgage due date.
The Debtor also owns two parcels of real estate in Pueblo County,
Colorado (the "Pueblo Property"). The Debtor financed the purchase
of the Pueblo Property with another carry-back note from Mr.
Richard Roehrich. The Pueblo Property was originally purchased in
or around September 2009. In 2023, the Debtor and Mr. Roehrich
refinanced the indebtedness with a new promissory note and deed of
trust.
The Debtor asserts by using all of its assets for the Debtor's
continued operations such assets will have significantly more value
over time which will then generate proceeds for creditors, parties
in interest and equity holders in this case.
Class 6 consists of those unsecured creditors of the Debtor who
hold Allowed Claims. The Debtor scheduled one non-insider, The
Contigula Law Firm, P.C., owing $6,962.95 together with a general
unsecured claim for Mr. Harrington for his pre-petition advances to
the Debtor, including payment of utilities, legal expenses, lease
expenses, transaction fees, and out of pocket business expenses in
the amount of $85,138.07. The total amount of unsecured claims is
therefore $92,101.02.
Class 6 is Impaired. Class 6 Claimants shall receive payment in
full of their Allowed Claims within one year from the Effective
Date. In any event, Class 6 creditors shall not receive more than
the amount of their Allowed Claims.
Class 8 includes the equity interests in the Debtor held by the
pre-confirmation equity holder who is TRWC, Inc. Class 8 is Not
Impaired by this Plan. The equity holder shall retain their
membership interests in the Debtor as they existed on the Petition
Date as of the Effective Date. To the extent necessary, the
Debtor's Operating Agreement shall be amended to comply with the
Plan.
The Debtor estimates that in a liquidation, unsecured creditors
would receive nothing on account of their allowed claims (including
disputed claims). In contrast, the Debtor's Plan provides that
Allowed Unsecured Creditors will receive 100% within one year from
the Effective Date. Thus, only through confirmation of the Plan
will unsecured creditors receive anything significant on account of
their claims.
The Debtor's Plan is feasible based upon the Debtor's prepared
Projections which will be provided pursuant to a supplement to this
Plan. The Debtor's Projections reflect a conservative prediction of
the Debtor's operations during the term of the Plan. As evidenced
by the Projections, the Debtor anticipates that its income will be
positive each year of the Plan and will generate sufficient revenue
to meet its obligations under the Plan.
On the Effective Date, the Debtor shall use the proceeds from its
financings and leases to cure Class 1 and commenced payments under
the Plan to creditors. Should the funds from these financing not be
sufficient to pay all Allowed Unsecured Claims in full on the
Effective Date, the Debtor shall pay all remaining amounts owed to
Allowed Unsecured Claims within 1 year from the Effective Date.
Upon the Debtor's payment of the Allowed Class 6 Claims in full,
the Debtor's obligations to Allowed Class 6 Creditors shall be
deemed satisfied.
A full-text copy of the Plan of Reorganization dated March 4, 2024
is available at https://urlcurt.com/u?l=b4fkog from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
K. Jamie Buechler, Esq.
BUECHLER LAW OFFICE, LLC
999 18th St., Suite 1230-S
Denver, CO 80202
Tel: (720) 381-0045
Fax: (720) 381-0382
Email: jamie@kjblawoffice.com
About HCIC Holdings, LLC
HCIC Holdings LLC in Denver, CO, filed its voluntary petition for
Chapter 11 protection (Bankr. D. Colo. Case No. 23-14505) on
October 4, 2023, listing as much as $1 million to $10 million in
both assets and liabilities. Greg Harrington as manager, signed the
petition.
Judge Kimberley H. Tyson oversees the case.
BUECHLER LAW OFFICE, LLC serve as the Debtor's legal counsel.
HERITAJE BNB: Steven Weiss Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 1 appointed Steven Weiss, Esq., at
Shatz, Schwartz and Fentin, P.C., as Subchapter V trustee for
Heritaje BNB LLC.
Mr. Weiss will be paid an hourly fee of $515 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Weiss declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Steven Weiss, Esq.
Shatz, Schwartz and Fentin, P.C.
1441 Main Street, Suite 1100
Springfield, MA 01103
Phone: (413) 737-1131
Email: sweiss@ssfpc.com
About Heritaje BNB
Heritaje BNB LLC filed Chapter 11 petition (Bankr. D. Mass. Case
No. 24-40162) on February 16, 2024, with $100,001 to $500,000 in
assets and liabilities.
Judge Elizabeth D. Katz oversees the case.
Peter M. Daigle, Esq., at The Law Office of Peter M. Daigle, P. C.
represents the Debtor as bankruptcy counsel.
HYDROFARM HOLDINGS: $125MM Bank Debt Trades at 19% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Hydrofarm Holdings
Group Inc is a borrower were trading in the secondary market around
81.3 cents-on-the-dollar during the week ended Friday, March 8,
2024, according to Bloomberg's Evaluated Pricing service data.
The $125 million facility is a Term loan that is scheduled to
mature on October 25, 2028. About $122.5 million of the loan is
withdrawn and outstanding.
Hydrofarm is a leading independent manufacturer and distributor of
branded hydroponics equipment and supplies for controlled
environment agriculture, including grow lights, climate control
solutions, growing media and nutrients, as well as a broad
portfolio of innovative and proprietary branded products.
ICAP ENTERPRISES: Seeks to Extend Plan Exclusivity to June 11
-------------------------------------------------------------
iCap Enterprises, Inc., and affiliates asked the U.S. Bankruptcy
Court for the Eastern District of Washington to extend their
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to June 11 and August 12, 2024, respectively.
Since the Petition Date, the Debtors' focus has been on maximizing
value for their estates through evaluating and establishing
procedures for the sale of certain of the Debtors' real property
assets and working with the Committee to investigate and eventually
prosecute certain causes of action.
The Debtors assert that the extensions requested by this Motion
will provide them with the opportunity to continue to work with the
Committee to formulate a plan to liquidate their remaining assets
and make distributions in accordance with the priorities set forth
in the Bankruptcy Code. Accordingly, the facts and circumstances of
these Chapter 11 Cases justify extending the Exclusivity Periods to
provide the Debtors with an unimpeded opportunity to complete their
formulation, solicitation, and confirmation of a chapter 11 plan.
The Debtors further assert that they have expended significant time
and resources since the Petition Date evaluating the Debtors' real
property portfolio to maximize the value of the Debtors' estates.
This included the filing of several motions seeking authorization
to sell certain of the Debtors' real property through either
private sales or auctions.
In addition, the Debtors have expended significant efforts to
analyze the facts and circumstances surrounding the failure of the
iCap business and potential causes of action, including the filing
of several motions for Bankruptcy Rule 2004 examinations and
working with the Committee to file additional examination motions.
Accordingly, the Debtors submit that their demonstrated progress to
date supports the extension of the Exclusivity Periods.
The Debtors claim that they and their professionals have focused
much of their time, energy, and resources on smoothly transitioning
into chapter 11. The Debtors believe that, in light of the progress
made in these cases, it is reasonable to request additional time to
prepare, file, and confirm a chapter 11 plan. Granting the
requested extensions will facilitate the Debtors' efforts by
providing the Debtors with a full and fair opportunity to propose
and solicit a plan without the distraction of competing plans.
Proposed Co-Counsel to Debtors:
Julian I. Gurule, Esq.
O'MELVENY & MYERS LLP
400 South Hope Street, 18th Floor
Los Angeles, California 90071
Telephone: (213) 430-6067
Email: jgurule@omm.com
Counsel to Debtors:
Dakota Pearce, Esq.
BUCHALTER
1420 5th Avenue, Suite 3100
Seattle, Washington 98101
Telephone: (206) 319-7052
Email: dpearce@buchalter.com
Bernard D. Bollinger, Jr., Esq.
Khaled Tarazi, Esq.
BUCHALTER
1000 Wilshire Blvd., Suite 1500
Los Angeles, California 90017
Telephone: (213) 891-0700
Email: bbollinger@buchalter.com
ktarazi@buchalter.com
About iCap Enterprises
iCap Enterprises, Inc. and affiliates were founded in 2007 by Chris
Christensen to invest in real estate opportunities in the Pacific
Northwest. iCap Enterprises et al. grew quickly, raising more than
$211 million in capital and deploying those funds toward real
estate investments.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wash. Lead Case No. 23-01243) on
September 29, 2023. In the petition signed by Lance Miller, chief
restructuring officer, iCap Enterprises disclosed up to $100
million in assets and up to $500 million in liabilities.
Judge Whitman L. Holt oversees the case.
The Debtors tapped Buchalter, A Professional Corporation as
counsel, Paladin Management Group, LLC as restructuring financial
advisor, BMC Group Inc. as claims noticing agent and administrative
advisor.
JAGUAR HEALTH: Completes Stock Exchange Deal With Streeterville
---------------------------------------------------------------
As previously disclosed, on March 8, 2021, Jaguar Health, Inc. sold
to Streeterville Capital, LLC a royalty interest in the original
principal amount of $10 million (as amended, the "March 2021
Royalty Interest").
On March 1, 2024, the Company entered into a privately negotiated
exchange agreement with Streeterville (the "Streeterville Exchange
Agreement"), pursuant to which the Company issued an aggregate of
179.3822 shares of Series J Preferred Stock to Streeterville at an
effective exchange price per share equal to the market price
(defined as the Minimum Price under Nasdaq Listing Rule 5635(d)) as
of the date of the Streeterville Exchange Agreement, in exchange
for the surrender of the March 2021 Royalty Interest by
Streeterville (the "CVP Exchange Transaction"). Upon completion of
the CVP Exchange Transaction, all outstanding balance of the March
2021 Royalty Interest was fully paid and the March 2021 Royalty
Interest was terminated.
Subject to the terms of the Series J Preferred Stock, each share of
Series J Preferred Stock is exchangeable for shares of Common
Stock. The terms of the Series J Preferred Stock are set forth in a
Certificate of Designation of Preferences, Rights and Limitations
of Series J Perpetual Preferred Stock filed with the Secretary of
State of Delaware and effective on March 1, 2024.
The Streeterville Exchange Agreement includes representations,
warranties, and covenants customary for a transaction of this type,
according to the Form 8-K filed by Jaguar Health with the U.S.
Securities and Exchange Commission.
PIPE Warrant Exchange Transaction
As previously disclosed, on May 10, 2023 the Company issued to
certain investors (the "PIPE Investors"), in a private placement,
warrants (the "PIPE SPA Warrants") to purchase up to 6,850,000
shares of Common Stock at an exercise price of $0.48 per share,
pursuant to the Securities Purchase Agreement, dated May 8, 2023,
by and among the Company and the PIPE Investors (the "PIPE Purchase
Agreement"). The PIPE Warrants may be exercisable for cash or on a
cashless basis at any time and from time to time during the period
commencing on January 1, 2024 (the "Initial Exercise Date") and
ending on the five-year anniversary of the Initial Exercise Date.
On August 14, 2023, the Company issued to the PIPE Investors
additional warrants (the "PIPE Amendment Warrant," and together
with the PIPE SPA Warrant, the "PIPE Warrants") to purchase up to
685,000 shares of Common Stock in another private placement,
pursuant to a granted waiver from the PIPE investors and the
amendment to the PIPE Purchase Agreement (the "First Amendment").
The terms of the PIPE Amendment Warrants are substantially the same
as the PIPE SPA Warrants.
On February 27, 2024, each of the PIPE Investors entered into an
exchange agreement with the Company (each, a "PIPE Warrant Exchange
Agreement" and collectively, the "PIPE Warrant Exchange
Agreements"). Pursuant to the PIPE Warrant Exchange Agreements, the
Company agreed to exchange the PIPE Warrants for shares of Common
Stock at an exchange ratio of 1-for-2.5 (the "PIPE Warrant Exchange
Transaction"). Upon completion of the PIPE Warrant Exchange
Transaction, (i) the Company exchanged the PIPE Warrants to
purchase up to 7,535,000 shares of Common Stock for 18,837,500
shares of Common Stock (the "PIPE Exchange Shares"), and (ii) the
PIPE Warrants were terminated.
Pursuant to the PIPE Warrant Exchange Agreements, the PIPE
Investors agreed that, with certain exceptions, the PIPE Exchange
Shares would be subject to a twelve-month lock-up, and any other
equity security of the Company (other than the PIPE Exchange
Shares) owned by the PIPE Investors as of the date of the PIPE
Warrant Exchange Agreement would be subject to a six-month
lock-up.
A full-text copy of the Company's Form 8-K Report is available at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1585608/000110465924030064/tm247635d1_8k.htm
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health-- is a
commercial-stage pharmaceuticals company focused on developing
novel, sustainably derived gastrointestinal products on a global
basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals,
Inc., focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.
Jaguar Health reported a net loss of $48.39 million for the year
ended Dec. 31, 2022, compared to a net loss of $52.60 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$47.45 million in total assets, $48.81 million in total
liabilities, and a total stockholders' deficit of $1.35 million.
Although the Company plans to finance its operations and cash flow
needs through equity and/or debt financing, collaboration
arrangements with other entities, license royalty agreements, as
well as revenue from future product sales, the Company does not
believe its current cash balances are sufficient to fund its
operating plan through one year from the issuance of these
unaudited condensed consolidated financial statements. There can
be no assurance that additional funding will be available to the
Company on acceptable terms, or on a timely basis, if at all, or
that the Company will generate sufficient cash from operations to
adequately fund operating needs. If the Company is unable to
obtain an adequate level of financing needed for the long-term
development and commercialization of the products, the Company will
need to curtail planned activities and reduce costs. Doing so will
likely have an adverse effect on the ability to execute the
Company's business plan; accordingly, there is substantial doubt
about the ability of the Company to continue in existence as a
going concern, the Company said in its Quarterly Report for the
period ended Sept. 30, 2023.
JANUS INTERNATIONAL: S&P Upgrades ICR to 'B+' on Clean Audit
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Ga.-based
roll-up door manufacturer Janus International Group Inc. to 'B+'
from 'B'. At the same time, S&P raised the issue-level rating on
the company's term loan B due in 2030 to 'BB-' from 'B+'.
S&P said, "The positive outlook reflects the current cushion in the
company's credit metrics and the potential that we could raise our
issuer credit rating on Janus over the next 12 months if we believe
the company will sustain debt leverage at or below 4x inclusive of
acquisitions and shareholder rewards.
"We expect debt leverage to remain below 3x in 2024 even if the
company pursues debt-financed acquisitions. This is because of
currently low debt balances with debt to EBITDA of 1.6x for the
year ended 2023. In 2024, we expect low- to mid-single-digit
organic revenue growth mainly due to higher volumes which will
benefit from supportive end markets and good backlog which provides
visibility. EBITDA should show a modest improvement due to
cost-saving initiatives although margins may decline due to product
mix and stable pricing. In our base-case forecast we have assumed
$300 million of acquisitions annually over the next two years
(which is unlikely) and debt leverage remaining below 3x which is
supportive of the higher rating and demonstrates the cushion in the
Janus' credit metrics. Note that the company has not pursued
acquisitions over the past two years which also accounts for its
currently low leverage. It last spent about $180 million in
acquisitions in 2021."
S&P believes the company's financial policy is supportive of the
higher rating. Janus has publicly stated a net debt leverage target
of 2x-3x and has maintained debt to EBITDA of below 3x over the
past two years. In 2023, Clearlake, the prior financial sponsor,
sold the last of its remaining shares in Janus and its board seats
have been replaced which eliminates any issues about financial
sponsor ownership which typically suggests a more aggressive
financial policy.
Material weaknesses have been resolved. Janus became public in 2021
and in fiscal 2022 there were a few remaining material weaknesses
identified in its internal controls over financial reporting ,
including entity-level, management review, general information
technology controls and financial reporting. In its 2023 annual
report its accounting firm BDO gave Janus a clean opinion after the
company worked to address the weaknesses identified. This
eliminates a prior rating constraint.
S&P's assessment of Janus' competitive position is based on its
small but expanding scale, niche product focus, and seasonal demand
in the self-storage industry, offset by good market share and high
margins. Janus has expanded over the past few years through
acquisitions and organic growth, with revenues of over $1 billion
in fiscal 2023 and EBITDA of about $300 million. However, the
company is small compared to similarly rated building materials
companies. Janus also has limited geographic diversity, with
approximately 90% of sales in the U.S.
The company has a niche but expanding product focus, although a
large percentage of products are tied to the self-storage industry.
It is also exposed to seasonal demand, driven by construction of
self-storage facilities and repair, replacement, and renovation of
older storage facilities. Partially mitigating these risks is that
Janus is a dominant player in the self-storage sector, supplying a
large percentage of the doors used in these facilities. This
contributes to EBITDA margins that we consider above average for
the building materials sector, supported by the company's
value-added services, low-cost manufacturing footprint, and
increasing operating leverage.
The positive outlook reflects the current cushion in the company's
credit metrics and that S&P could raise its issuer credit rating on
Janus over the next 12 months if S&P believe the company will
sustain debt leverage below 4x inclusive of acquisitions and
shareholder rewards.
JKJC ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JKJC Enterprise Inc.
3905 Port Sea Place
Kissimmee, FL 34746
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-01175
Judge: Hon. Tiffany P. Geyer
Debtor's Counsel: Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Katia Soler 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/G4ECNXI/JKJC_Enterprise_Inc__flmbke-24-01175__0001.0.pdf?mcid=tGE4TAMA
JOSEPH P. FUSCO: Plan Exclusivity Period Extended to June 20
------------------------------------------------------------
Judge Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York extended Joseph P. Fusco D.D.S.,
P.C.'s exclusive periods to file its plan of reorganization and to
solicit acceptances thereof to June 20 and August 22, 2024,
respectively.
Since the filing date, the Debtor and its shareholder, Dr. Joseph
Fusco, have been addressing numerous issues of critical importance
to the Debtor's estate, including, working to stabilize the
Debtor's business and restructure its financial operations.
The Debtor explains that it needs to determine the amount of liens
of the secured creditors before it can formulate its plan of
reorganization.
Joseph P. Fusco DDS, PC is represented by:
Marc A. Pergament, Esq.
Weinberg, Gross & Pergament LLP
400 Garden City Plaza, Suite 309
Garden City, NY 11530
Telephone: (516) 877-2424
Email: mpergament@wgplaw.com
About Joseph P. Fusco DDS
Joseph P. Fusco DDS, PC filed Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 23-73895) on Oct. 20, 2023, with $100,001 to $500,000 in
assets and $1 million to $10 million in liabilities. Joseph P.
Fusco, president, signed the petition.
Judge Robert E. Grossman oversees the case.
The Debtor tapped Marc A. Pergament, Esq., at Weinberg, Gross &
Pergament, LLP as legal counsel and Michael Goldfine, CPA, at
Goldfine & Company CPA, PC as accountant.
KARBEN4 BREWING: Jennifer Schank Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 11 appointed Jennifer Schank of Fuhrman
& Dodge, S.C. as Subchapter V trustee for Karben4 Brewing, LLC.
Ms. Schank will be paid an hourly fee of $325 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Schank declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jennifer M. Schank
Fuhrman & Dodge, S.C.
6405 Century Avenue, Ste. 101
Middleton, WI 53562
Phone: (608) 327-4200
Fax: (608) 841-1502
Email: jschank@fuhrmandodge.com
About Karben4 Brewing
Karben4 Brewing, LLC operates a beverage manufacturing business in
Madison, Wisc.
The Debtor filed Chapter 11 petition (Bankr. W.D. Wisc. Case No.
24-10358) on February 26, 2024, with up to $10 million in both
assets and liabilities. Zachary Koga, manager, signed the
petition.
Judge Catherine J Furay oversees the case.
Jerome R. Kerkman, Esq., at Kerkman & Dunn, represents the Debtor
as legal counsel.
KENNESAW FALLS: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The U.S. Trustee for Region 21 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Kennesaw Falls Holdings, LLC.
About Kennesaw Falls Holdings
Kennesaw Falls Holdings, LLC, a company in Smyrna, Ga., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ga. Case No. 24-51415) on February 6, 2024, with as much as
$10 million in both assets and liabilities. Brenda Carter, manager,
signed the petition.
Judge Lisa Ritchey Craig oversees the case.
Paul Reece Marr, Esq., at Paul Reece Marr, P.C., represents the
Debtor as legal counsel.
KESTRA ADVISOR: S&P Rates New $825MM Term Loan B 'B-'
-----------------------------------------------------
S&P Global Ratings assigned its 'B-' issue rating to Kestra Advisor
Services Holdings A Inc.'s proposed $825 million term loan B due
2031 and $97.5 million revolving credit facility due 2029. The
company will use the proceeds from the new term loan B to refinance
its existing $747 million of outstanding first-lien debt, while the
revolver will replace its existing $97.5 million revolving credit
facility, of which $6 million is currently drawn.
Although the proposed transaction will increase total debt by $73
million, an 8% increase from Kestra's current debt load of $897
million, it will improve the firm's debt maturity profile. With the
incremental debt, Kestra's pro forma leverage will rise to the high
7x range as of the close of the transaction, from the low 7x range
previously, and we expect its interest coverage to remain about
1.3x. Kestra's entire capital structure is floating rate, and its
credit metrics should benefit from potential rate decreases in the
second half of 2024, although its propensity to engage in
debt-funded acquisitions will likely limit any material
improvement.
S&P said, "Our 'B-' issuer credit rating and stable outlook are
unchanged. Our ratings reflect our view of Kestra's aggressive
financial policy, which has led to consistently high leverage above
6x, as well as its small market share relative to larger and
better-capitalized peers within the independent broker-dealer
segment of the wealth management sector." These negative factors
are slightly offset by the firm's highly recurring revenue base,
limited risk exposure and appetite, and decent liquidity with
limited needs beyond debt service.
Kestra performed well in 2023. The firm's assets under management
increased 24% year over year to $65.7 billion as of Dec. 31, 2023,
due to strong inflows, recruiting, and acquisitions. We expect
Kestra's earnings base to remain relatively stable, even with
potentially lower cash sweep revenue stemming from declining rates
in 2024, mainly due to its highly recurring revenue from
asset-based fees, trailing commissions on mutual funds and variable
annuities, and mutual fund service fees it shares with its
financial advisers. Cash sweep accounts for only 2% of run-rate
revenue, which is a much smaller percentage than for peers such as
Aretec and Osaic.
At transaction close, we expect Kestra will have $29 million of
unrestricted cash and $97.5 million undrawn on the revolver,
putting it in a satisfactory liquidity position. S&P said, "That
said, we expect the firm to continue to use liquidity for
acquisitions. The new revolver has a springing net first-lien
leverage covenant (net first-lien debt to consolidated EBITDA under
the credit agreement) of 8.75x that would apply whenever the firm
draws more than 40% on its revolver, and we expect the firm to
maintain an adequate cushion relative to the covenant (the ratio
was 4.8x as of January 2024)."
KYLE CHAPMAN: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee for Region 6 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Kyle Chapman Motor Sales, LP.
About Kyle Chapman Motor Sales
Kyle Chapman Motor Sales, L.P. is a family-owned and operated
automobile dealer in Buda, Texas.
Kyle filed Chapter 11 petition (Bankr. W.D. Texas Case No.
24-10143) on Feb. 13, 2024, with $1 million to $10 million in both
assets and liabilities.
Todd Headden, Esq., at Hayward PLLC is the Debtor's legal counsel.
LASERSHIP INC: $455MM Bank Debt Trades at 16% Discount
------------------------------------------------------
Participations in a syndicated loan under which Lasership Inc is a
borrower were trading in the secondary market around 83.6
cents-on-the-dollar during the week ended Friday, March 8, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $455 million facility is a Term loan that is scheduled to
mature on May 7, 2029. The amount is fully drawn and outstanding.
LaserShip is a regional last-mile delivery company that services
the Eastern and Midwest United States. Founded in 1986, LaserShip
is based in Vienna, Virginia, and has sorting centers in New
Jersey, Ohio, North Carolina, and Florida.
LIFESCAN GLOBAL: $275MM Bank Debt Trades at 47% Discount
--------------------------------------------------------
Participations in a syndicated loan under which LifeScan Global
Corp is a borrower were trading in the secondary market around 52.6
cents-on-the-dollar during the week ended Friday, March 8, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $275 million facility is a Term loan that is scheduled to
mature on March 31, 2027. The amount is fully drawn and
outstanding.
Lifescan Global Corporation is a provider of blood glucose
monitoring systems for home and hospital use.
LOGIX HOLDING: $250MM Bank Debt Trades at 23% Discount
------------------------------------------------------
Participations in a syndicated loan under which Logix Holding Co
LLC is a borrower were trading in the secondary market around 76.9
cents-on-the-dollar during the week ended Friday, March 8, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $250 million facility is a Term loan that is scheduled to
mature on December 22, 2024. The amount is fully drawn and
outstanding.
Logix Holding Company, LLC operates as a holding company. The
Company, through its subsidiaries, provides wireline telecom
services. Logix Holding serves customers in the United States.
LOOPSTER'S TOWING: Jerrett McConnell Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq.,
at McConnell Law Group, P.A. as Subchapter V trustee for Loopster's
Towing and Collision, Inc.
Mr. McConnell will be paid an hourly fee of $300 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. McConnell declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jerrett M. McConnell, Esq.
McConnell Law Group, P.A.
6100 Greenland Rd., Unit 603
Jacksonville, FL 32258
Phone: (904) 570-9180
Email: info@mcconnelllawgroup.com
About Loopster's Towing and Collision
Loopster's Towing and Collision, Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
24-00532) on February 23, 2024, with $100,001 to $500,000 in assets
and $500,001 to $1 million in liabilities.
Judge Jason A. Burgess oversees the case.
Jeffrey Ainsworth, Esq., at Bransonlaw, PLLC represents the Debtor
as legal counsel.
LORDSTOWN MOTORS: Bankruptcy Court Confirms Chapter 11 Plan
-----------------------------------------------------------
Lordstown Motors Corp. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that following a
hearing on March 5, 2024, the U.S. Bankruptcy Court for the
District of Delaware entered an order confirming the Third Modified
First Amended Joint Chapter 11 Plan of Lordstown Motors Corp. and
Its Affiliated Debtors (as may be further modified, amended, or
supplemented).
As previously disclosed, on June 27, 2023, the Company, and its
subsidiaries, commenced voluntary proceedings under chapter 11 of
the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware. The Chapter 11 proceedings are being jointly
administered under the caption In re: Lordstown Motors Corp., et
al., Cases No. 23-10831 through 23-10833.
By entry of the Confirmation Order, the Bankruptcy Court has, among
other things, authorized the Debtors (referred to as the
"Post-Effective Date Debtors" from and after the Effective Date) to
effectuate the Plan, subject to satisfaction or waiver of the
conditions precedent to the occurrence of effective date of the
Plan set forth therein.
Following the entry of the Confirmation Order, the Debtors intend
to seek to have all conditions to effectiveness satisfied or waived
in order for the Effective Date to occur promptly; however, the
Company can make no assurances as to when, or ultimately if, the
Plan will become effective.
A full-text copy of the Form 8-K Report with further information on
the Material Terms of the Plan is available at
https://tinyurl.com/u6f9j7nh
About Lordstown Motors Corp.
Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an
electric vehicle OEM developing innovative light duty commercial
fleet vehicles, with the Endurance all electric pickup truck as its
first vehicle. It has engineering, research and development
facilities in Farmington Hills, Mich. and Irvine, Calif.
On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases
are pending before Judge Mary F. Walrath.
The Debtors tapped White & Case, LLP and Richards, Layton & Finger,
P.A., as bankruptcy counsels; Baker & Hostetler, LLP as special
counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor;
and Silverman Consulting as restructuring advisor. Kurtzman Carson
Consultants, LLC is the Debtors' claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee tapped Troutman Pepper Hamilton Sanders,
LLP, as legal counsel and Huron Consulting Group Inc. as financial
advisor.
M & T ELEVATIONS: Property Sale Proceeds to Fund Plan
-----------------------------------------------------
M & T Elevations LLC filed with the U.S. Bankruptcy Court for the
Northern District of Texas a Plan of Reorganization dated March 4,
2024.
The Debtor is in the business of buying, renovating and reselling
residential houses in and around Corsicana, Texas. The Debtor
started doing business in November 2021 and experienced successful
purchases and resells for profit on three properties.
On the Petition Date, the Debtor owned three properties classified
as single-family residence in the city of Corsicana, Texas. The
properties are located at 1105 E. Collin St., Corsicana, Texas, 321
N. 3rd St. Corsicana Texas, and 1446 W. 4th St. Corsicana, Texas
(the "Property" or "Properties").
The instant bankruptcy filing on December 4, 2023 was necessitated
by two foreclosure sales scheduled for December 5, 2023. The Debtor
had obtained an offer to sell the property at 1105 E. Collin
Street, Corsicana, Texas (the "Collin Street Property") and was
scheduled to close in late November 2023. The Collin Street
Property was posted for a foreclosure sale by lender, Searchers
Capital LLC. Moreover, the property located at 1446 West 4th
Avenue, Corsicana, Texas (The "4th Avenue Property") was also
posted for foreclosure sale by lender Easy Street Capital, LLC. The
bankruptcy filing on December 4, 2023 stayed both foreclosure
sales.
The Debtor also filed the instant case in order to clarify the
amount and priority of liens on the Collin Street Property and
provide the time needed to make the two remaining properties ready
for sale, properly market those properties and complete the sales.
This Plan provides an orderly manner to satisfy, or otherwise,
distribute the sale proceeds to the Debtor's creditors. The Debtor
believes that the terms of this Plan will maximize distributions to
the creditors of the Debtor. The Debtor is seeking the confirmation
of this Plan as a consensual plan, or if necessary, as a
nonconsensual Plan.
The Class 5 Claims include all General Unsecured Claims. A pool of
the sale proceeds from the sale of the three real Properties in
Corsicana will be distributed by the Debtor after the sale of all
three properties and the provisions of treatment to Class 2 and 3
have been satisfied. Within 30 days of the sale of the last
property, the Debtor shall prepare a schedule of the remaining
unpaid Class 5 claims and calculate payment on a pro rata basis and
deliver the payment schedule to the members of Class 5 with notice
of the amount each Class 5 claimant shall be paid with instructions
to file objections, if any, within 30 days of the mailing of the
payment schedule. Once the objection period has run, and there are
no unresolved objections, the Debtor shall disburse the sale
proceeds per the schedule to the Class 5 claim holders.
Known members of Class 5 include: JP Morgan Chase ($5,817.17);
American Express ($45,755.76); Home Depot ($9,606.80); Lemuel
Rivera ($7,500.00); Milika Rivera ($1,200.00); Republic Services
($1,002.85); and Fundbox ($30,000.00).
Holders of Interests in the Debtor shall retain such Interests
following the Effective Date.
The obligations under the Plan shall be funded by the marketing and
sale of the three real properties.
A full-text copy of the Plan of Reorganization dated March 4, 2024
is available at https://urlcurt.com/u?l=qCjp8P from
PacerMonitor.com at no charge.
Attorney for the Debtor:
John Paul Stanford, Esq.
Quilling, Selander, Lownds, Winslett & Moser, P.C.
2001 Bryan Street, Suite 1800
Dallas, TX 75201
Tel: (214) 871-2100
Fax: (214) 871-2111
Email: jstanford@qslwm.com
About M & T Elevations LLC
M & T Elevations LLC is in the business of buying, renovating and
reselling residential houses in and around Corsicana, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32858) on Dec. 4,
2023, with $500,001 to $1 million in both assets and liabilities.
Frances Smith, Esq., at Ross, Smith & Binford, PC, serves as
Subchapter V trustee.
Judge Stacey G. Jernigan oversees the case.
John Paul Stanford, Esq., at Quilling, Selander, Lownds, Winslett &
Moser, P.C. represents the Debtor as legal counsel.
MAD PRODUCT: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Mad Products Innovations, LLC to
use cash collateral, on an interim basis, in accordance with the
budget.
The Debtor requires the use of cash collateral to pay its monthly
obligations.
The U.S. Small Business Administration and Commercial Business
Funding Corporation assert an interest in the Debtor's cash
collateral.
As of the Petition Date, the Debtor was indebted to the SBA in the
approximate amount of $1.067 million and Commercial Business
Funding pursuant to a factoring agreement.
The Debtor is directed to pay only expenses necessary for the
operation of the business and not any prepetition expenses, officer
salaries, professional fees, or insiders without further order of
the Court. If such order is entered, such necessary pre-petition
expenses, salaries, professional fees, or insider payments will not
be paid unless the Debtor is current on its ordinary course of
business expenses.
As additional adequate protection, the Lender is granted a
replacement lien to the same nature, priority, and extent that the
Lender may have had immediately prior to the date that this case
was commenced nunc pro tunc to the Petition Date. Further, the
Lender is granted a replacement lien and security interest on
property of the bankruptcy estate to the same extent and priority
as that which existed pre-petition on all of the cash accounts,
accounts receivable and other assets and property acquired by the
Debtor's estate or by the Debtor on or after the Petition. The
replacement lien in the Post-Petition Collateral will be deemed
effective, valid and perfected as of the Petition Date, without the
necessity of filing with any entity of any documents or instruments
otherwise required to be filed under applicable nonbankruptcy law.
The Debtor is Ordered to pay Adequate Protection payments as
follows:
a. $683 per month to SBA commencing April 1, 2024 and the 1st of
each month thereafter or until further Order by the Court;
b. Normal Factoring payment per Account Receivable value per month
to Commercial Business Funding.
c. All other UCC-1 secured lenders will receive no adequate
protection at this time.
The Debtor's authority to use the cash collateral will terminate
immediately and upon the earlier of (a) order of the Court; (b) the
conversion of this case to a Chapter 7 case; (c) the entry of an
Order that alters the validity or priority of the replacement liens
granted herein to the Bank; (d) the Debtor ceasing to operate all
or substantially all of its business; (e) the entry of an order
granting relief from the automatic stay that allows any entity to
proceed against any material assets of the Debtor that constitute
Cash Collateral; (f) the entry of an Order authorizing a security
interest under 11 U.S.C. section 364(c) or 364(d) in the collateral
to secure any credit obtained or debt incurred that would be senior
to or equal to the replacement lien; or (g) the dismissal of the
Chapter 11 case.
A further hearing on the matter is set for April 1, 2024 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=qNp7kX
from PacerMonitor.com.
About MAD Product Innovations
MAD Product Innovations, LLC, a company in Jacksonville Beach,
Fla., filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00472) on February
16, 2024, with $611,903 in assets and $2,575,774 in liabilities.
Michaelene Cadiz, chief executive officer and president, signed the
petition.
Judge Jason A. Burgess oversees the case.
Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler,
LLP represents the Debtor as bankruptcy counsel.
MARRIOTT OWNERSHIP: S&P Rates New $800MM Term Loan B 'BB+'
----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to the proposed $800 million term loan B due 2031
issued by Marriott Vacations Worldwide Corp.'s (MVW) subsidiary
Marriott Ownership Resorts Inc. (MORI). The '1' recovery rating
indicates its expectation for very high (90%-100%; rounded
estimate: 95%) recovery for senior secured lenders in a
hypothetical default. The company intends to use the proceeds from
this loan to refinance its existing $784 million term loan B
facility due 2025 and pay related transaction fees and expenses.
This issuance does not affect S&P's 'BB-' issuer credit rating on
MVW, however, this debt for debt refinancing extends the company's
maturity profile.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's issue-level rating on the senior secured debt is 'BB+'.
The recovery rating is '1', which indicates its expectation for
very high (90%-100%); rounded estimate: 95%) recovery for secured
lenders in the event of default. MVW's senior secured debt
comprises the proposed term loan B due 2031 and its existing
revolving corporate credit facility. MORI is the subsidiary
borrower of the secured debt.
-- S&P rates the company's senior unsecured debt 'B+' with a '5'
recovery rating, which indicates its expectation for modest
(20%-30%; rounded estimate: 25%) recovery prospects in a
hypothetical default. MVW's senior unsecured debt comprises notes
due in 2026 (convertible; not rated), 2027 (convertible; not
rated), 2028, and 2029. The convertible notes due 2026 and 2027 are
issued by the company and S&P views them as pari passu with the
senior unsecured debt issued by MORI (due in 2028 and 2029) because
they benefit from the same guarantees. The senior unsecured debt
also shares the same guarantees as the secured debt, albeit on an
unsecured basis.
S&P said, "Our simulated default scenario contemplates a payment
default occurring by 2028 due to the loss of key exclusivity
contracts with developers and homeowner associations, as well as an
overall decline in the popularity of timeshares. Our simulated
default scenario also incorporates a severe economic downturn and
tighter consumer credit markets, as well as illiquidity in the
financial markets for timeshare securitizations and conduit
facilities.
"We assume a reorganization following the default and use an
emergence EBITDA multiple of 6.5x to value the company."
Simulated default assumptions
-- Emergence EBITDA: $308 million
-- EBITDA multiple: 6.5x
-- Revolving corporate credit facility: 85% drawn at default
Simplified waterfall
-- Gross recovery value: $2.0 billion
-- Net recovery value for waterfall after 5% administrative
expenses: $1.89 billion
-- Obligor/nonobligor split: 95%/5%
-- Value available for senior secured debt: $1.86 billion
-- Estimated senior secured debt claims: $1.37 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Remaining value for senior unsecured debt: $525 million
-- Estimated senior unsecured debt claims: $2.00 billion
--Recovery expectations: 20%-30% (rounded estimate: 25%)
Note: All debt amounts include six months of prepetition interest.
MCKENZIE CONTRACTING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: McKenzie Contracting, LLC
7712 E. Broadway Ave.
Tampa, FL 33619
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-01255
Judge: Hon. Roberta A. Colton
Debtor's Counsel: Amy Denton Mayer, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison St.
Suite 200
Tampa, FL 33602
Tel: 813-229-0144
Email: ameyer@srbp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Oliver D. Fernandez, Jr., as manager.
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/66363YQ/McKenzie_Contracting_LLC__flmbke-24-01255__0001.0.pdf?mcid=tGE4TAMA
MICHAELS COS: $1.95BB Bank Debt Trades at 15% Discount
------------------------------------------------------
Participations in a syndicated loan under which Michaels Cos
Inc/The is a borrower were trading in the secondary market around
85.4 cents-on-the-dollar during the week ended Friday, March 8,
2024, according to Bloomberg's Evaluated Pricing service data.
The $1.95 billion facility is a Term loan that is scheduled to
mature on April 15, 2028. The amount is fully drawn and
outstanding.
The Michaels Companies, Inc. operates as a chain of arts and crafts
stores. The Company provides arts, crafts, floral and wall decor,
framing, and merchandise for makers and do-it-yourself home
decorators. Michaels Companies serves customers in North America.
MID-STATES PAINT: Court OKs Cash Collateral Access Thru March 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri,
Eastern Division, authorized Mid-States Paint, LLC to use cash
collateral, on an interim basis, in accordance with the budget,
with a 10% variance, through March 26, 2024.
The Debtor's primary secured creditor is Carrollton Bank. The
Debtor asserts that, as of the Petition Date, it had entered into
various agreements and transaction with Lender as follows:
a. Promissory Note dated August 31, 2020 in the principal amount of
$404,000 plus interest and other charges from Borrower payable to
Carrollton Bank designated by Loan Number 479990. The approximate
outstanding balance of the Note is $439,114.
b. The Note is secured by, among other things, a lien in the
Debtor's inventory, equipment, accounts, chattel paper,
instruments, deposit accounts and general intangibles and the
proceeds of the foregoing.
c. The Note is guaranteed by Michael V. Meyers, the Debtor's
majority owner.
d. The Note further was intended to be secured by a deed of trust
in the approximate amount of $200,000 on the Mr. Meyers' principal
residence located at 12315 Rule Hill Ct. Maryland Heights, Missouri
63043.
e. The Note is further was intended to be secured by a lien in Mr.
Meyers' 2006 Sea Ray 52 Sundancer boat, HIN (SERY1267B606), certain
pledged deposit accounts, and a firearms collection.
The Debtor currently is in default of the First Interim Cash
Collateral Order. The Lender has not agreed to waive the Debtor's
default under the First Interim Cash Collateral Order and requires,
pursuant to this Order, that the Debtor meet its obligation to make
the Lender's adequate protection payment under the terms of the
First Interim Cash Collateral Order and the Order.
As adequate protection, the Lender will receive: (i) subject to the
Carve Out, a valid and perfected, security interest in, and liens
on all of the right, title, and interest of the Debtor in the Cash
Collateral at the same priority and to the extent Lender held
pre-petition liens in the Business Assets, Cash Collateral or other
collateral; provided that Post-Petition Collateral shall expressly
exclude causes of action arising under Chapter 5 of the Bankruptcy
Code and proceeds generated therefrom.
The Carve Out means the sum of (A) all fees required to be paid to
the Clerk of the Bankruptcy Court and to the Subchapter V Trustee;
and (B) the payment of professional fees and disbursements incurred
by professionals retained by the Debtor pursuant to 11 U.S.C.
sections 327 and/or 328, upon allowance of the Court, in an
aggregate amount not to exceed $5,000.
The Debtor will maintain adequate insurance on all its prepetition
and post-petition assets, with Lender named as an additional
insured on each such policy, and such insurance will be in such
amounts and issued by such insurers as are satisfactory to Lender.
The Debtor's authority to use the cash collateral will immediately
terminate upon the occurrence of an Event of Default.
These events constitute an "Event of Default":
(1) The entry of an order (i) converting the Debtor's case to a
case under Chapter 7 of the Bankruptcy Code, (ii) dismissing the
Debtor's case under section 1112 of the Bankruptcy Code, (iii)
granting Lender relief from the automatic stay (other than as
allowed in this or any prior or subsequent order of this Court for
the perfection of replacement liens), or (iv) that specifically
terminates this Order.
(2) The Debtor's failure to realize projected income pursuant to
the terms of the Budget or to pay expenses in excess of the amounts
allowed pursuant to the terms of the Budget, subject to a 10%
percent variance.
A further hearing on the matter is set for March 26 at 2 p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=pWQ3qg from PacerMonitor.com.
The Debtor projects $125,000 in total income and $119,101 in total
expenses.
About Mid-States Paint, LLC
Mid-States Paint, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No.
24-40277) on Jan. 29, 2024, listing $500,001 to $1 million in both
assets and liabilities.
Judge Bonnie L Clair presides over the case.
Spencer P. Desai, Esq. at The Desai Law Firm, LLC represents the
Debtor as counsel.
MIDDLESEX INTEGRATIVE: March 15 Auction for Cannabis Facility Set
-----------------------------------------------------------------
Paule E. Saperstein Co. Inc., auctioneer and appraiser, will hold a
public auction for the personal property of Middlesex Integrative
Medicine Inc., on March 15, 2024, at 11:00 a.m. EST via Zoom remote
online auction.
Bidding & sale information are available at https://www.pesco.com/
For further information on the sale, contact:
Michael Saperstein
Pauel E. Saperstein Co., Inc.
144 Centre St.
Holbrook, MA 02343
Tel: 617-227-6553
Email: msaperstein@pesco.com
Middlesex Integrative Medicine Inc. -- https://mimrmd.com/ --
operates cannabis grow facility & dispensary.
NANOSTRING: Patient Square to Serve as Stalking Horse Bidder
------------------------------------------------------------
NanoString Technologies, Inc. (OTC: NSTGQ) ("NanoString" or the
"Company"), a leading provider of life science tools for discovery
and translational research, on March 10 disclosed that it has
reached an agreement with Patient Square Capital ("Patient
Square"), a prominent health care investment firm, pursuant to
which Patient Square will serve as the "stalking horse" bidder in
conjunction with a court-supervised sales process.
Under the terms of the agreement, Patient Square intends to
purchase substantially all assets of the Company's global business
operations as a going concern for $220 million. The agreement is
part of a sale process under Section 363 of the Bankruptcy Code
that will be subject to compliance with agreed upon and Bankruptcy
Court-approved bidding procedures allowing for the submission of
higher or otherwise better offers. In addition, the transaction is
subject to Bankruptcy Court approval and customary closing
conditions, including the expiration of the 15-day waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
"This agreement with Patient Square provides continuity for our
scientific customers and employees, and represents an important
step in our financial restructuring," said Brad Gray, President &
CEO of NanoString. "We believe that Patient Square is committed to
continuing NanoString's mission to Map the Universe of Biology and
is prepared to invest in our market-leading product roadmap."
A court hearing to approve the stalking horse bid and bidding
procedures will take place on March 28, 2024 (subject to the
bankruptcy court's availability). The Company is requesting that
the deadline for competing offers be set for 5:00 PM ET on April
12, 2024, and that a hearing to approve the sale take place on
April 22, 2024. The asset purchase agreement and all relevant court
documents for NanoString's Chapter 11 case are available at
https://cases.ra.kroll.com/NanoString.
Additional Information About the Court-Supervised Restructuring
Process
Additional information regarding the Company's court-supervised
process, including court filings and other information, is
available on a separate website administrated by the Company's
claims agent, Kroll, at https://cases.ra.kroll.com/NanoString.
The Company is represented by Willkie Farr & Gallagher LLP as
counsel, AlixPartners LLP as restructuring advisor and Perella
Weinberg Partners L.P. as restructuring investment banker. Patient
Square is represented by Kirkland & Ellis LLP as counsel and
Greenhill & Co as investment banker.
About Patient Square Capital
Patient Square Capital ("Patient Square") --
http://www.patientsquarecapital.com-- is a dedicated health care
investment firm with approximately $8 billion of assets under
management as of December 31, 2023. The firm partners with
best-in-class management teams whose products, services and
technologies improve health. Patient Square utilizes deep industry
expertise, a broad network of relationships and a partnership
approach to make investments in companies grow and thrive. Patient
Square invests in businesses that strive to improve patient lives,
strengthen communities, and create a healthier world.
About NanoString Technologies
NanoString Technologies, Inc. offers an ecosystem of innovative
discovery and translational research solutions and empowers its
customers to map the universe of biology.
NanoString and affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10160) on
February 4, 2024. In the petition signed by R. Bradley Gray,
president and chief executive officer, NanoString disclosed $100
million to $500 million in both assets and liabilities.
The Debtors tapped Willkie Farr & Gallagher, LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsels; AlixPartners, LLP as
financial advisor; Weil, Gotshal & Manges LLP as special patent
counsel; and Perella Weinberg Partners LP as investment banker.
Kroll Restructuring Administration LLC is the Debtors' claims and
noticing agent and administrative advisor.
Gibson Dunn & Crutcher, LLP and Sullivan & Cromwell, LLP serve as
counsels to certain DIP lenders. Richards, Layton & Finger and
Houlihan Lokey Capital, Inc. act as Delaware bankruptcy counsel and
financial advisor to the DIP lenders. Meanwhile, Alston & Bird and
Potter Anderson serve as bankruptcy counsel and Delaware counsel,
respectively, to the DIP agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
NASHVILLE SENIOR: Seeks to Extend Plan Exclusivity to March 18
--------------------------------------------------------------
Nashville Senior Care, LLC and affiliates asked the U.S. Bankruptcy
Court for the Middle District of Tennessee to extend their
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to March 18 and April 30, 2024, respectively.
The Debtors claim that they have been working with their primary
constituencies in the bankruptcy on a consensual chapter 11 plan of
liquidation that would become effective after the closing of the
Sale. To that end, the Debtors filed the Debtors' Expedited Motion
for Entry of an Order Permitting a Combined Disclosure Statement
and Plan (the "Plan/DS Motion") whereby the Debtors have committed
to work with UMB Bank, N.A. (the "Indenture Trustee"), the Official
Committee of Unsecured Creditors and the Office of the United
States Trustee on a streamlined combined disclosure statement and
plan confirmation process.
In accordance with that process outlined in the Plan/DS Motion, the
Debtors have been engaged in negotiations with the Indenture
Trustee, the Committee, and the UST regarding a plan of
liquidation. However, given the recent pivot to Cascasis and the
corresponding additional time to get to a closing of the Sale, the
fact that the Governmental Bar Date has recently passed, and other
related issues, the Debtors will require some additional time to
negotiate and finalize the details of a chapter 11 plan.
The Debtors assert that the requested extensions of the Exclusivity
Period and Solicitation Period are intended to maintain the status
quo as the Debtors and their primary creditor constituencies work
toward a plan. Moreover, the Debtors' request for an additional
extension is not for the purpose of unduly delaying an exit
strategy. A further extension will allow the Debtors to work toward
the closing of the Sale to Cascasis and will provide additional
time for them to assess the amount and nature of claims against the
Debtors' estates.
The Debtors further assert that they have worked and continue to
work diligently on achieving these tasks through various means,
including, but not limited to: (a) implementing various forms of
relief granted by the Court to allow the Debtors to maintain
business as usual to the fullest extent possible; (b) negotiating
with their key parties in interest; (c) working on a process
outline in the Plan/DS Motion; and (d) moving toward a closing of
the Sale.
Counsel to the Debtors:
Shawn M. Riley, Esq.
Scott N. Opincar, Esq.
Michael J. Kaczka, Esq.
Maria G. Carr, Esq.
MCDONALD HOPKINS LLC
600 Superior Avenue, E., Suite 2100
Cleveland, Ohio 44114
Tel: (216) 348-5400
Fax: (216) 348-5474
Email: sriley@mcdonaldhopkins.com
sopincar@mcdonaldhopkins.com
mkaczka@mcdonaldhopkins.com
mcarr@mcdonaldhopkins.com
Robert J. Gonzales, Esq.
Nancy B. King, Esq.
EMERGELAW, PLC
4235 Hillsboro Pike, Suite 350
Nashville, Tennessee 37215
Tel: (615) 815-1535
Email: robert@emerge.law
nancy@emerge.law
About Nashville Senior Care
Nashville Senior Care, LLC and affiliates are comprised of five
senior living communities and one Medicare-certified home health
agency affiliated with the Trousdale Foundation. All of the real
estate associated with the senior living communities is owned by
the Debtors.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on Aug.
14, 2023. In the petitions signed by Thomas Johnson, executive
director, Nashville Senior Care disclosed $50 million to $100
million in assets and $100 million to $500 million in liabilities.
Judge Marian F. Harrison oversees the cases.
The Debtors tapped McDonald Hopkins LLC as general bankruptcy
counsel; EmergeLaw, PLC as co-counsel; and Houlihan Lokey Capital,
Inc. as investment banker. Stretto, Inc. is the notice, claims and
balloting agent.
On Aug. 31, 2023, the U.S. Trustee for Region 8 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Womble Bond Dickinson (US), LLP and
Dunham Hildebrand, PLLC as legal counsel, and Rock Creek Advisors,
LLC as financial advisor.
Teresa Teeple is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
NATIONAL MENTOR: $180MM Bank Debt Trades at 18% Discount
--------------------------------------------------------
Participations in a syndicated loan under which National Mentor
Holdings Inc is a borrower were trading in the secondary market
around 81.6 cents-on-the-dollar during the week ended Friday, March
8, 2024, according to Bloomberg's Evaluated Pricing service data.
The $180 million facility is a Term loan that is scheduled to
mature on March 2, 2029. The amount is fully drawn and
outstanding.
National Mentor Holdings, Inc. operates as a holding company. The
Company, through its subsidiaries, provides community-based
services for people with injuries and disabilities.
NATIONAL SOLAR: Court OKs Cash Collateral Access Thru March 28
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized National Solar Services, LLC to use
cash collateral on an interim basis, in accordance with the budget,
through March 28, 2024.
The lenders that have potential secured interest in the Debtor's
accounts and receivables are Samson Funding, Ocean Funding, and
Fora Financial Business Loans.
The Prepetition Secured Parties will be secured by a lien to the
same extent, priority and validity as existed prior to the Petition
date; that the Prepetition Secured Parties will receive a security
interest in and replacement lien upon all of the Debtor's now
existing or hereafter acquired property.
In return for the Debtor's continued interim use of cash
collateral, and for any diminution in value of Prepetition Secured
Lenders interest in the cash collateral from and after the Petition
date, the Prepetition Secured Lenders will receive an
administrative expense claim pursuant to 11 U.S.C. Section 507(b).
In further return for the Debtor's continued interim use of cash
collateral, Prepetition Secured Lenders are granted a replacement
lien in substantially all of the Debtor's assets, including cash
collateral equivalents and the Debtor's cash and accounts
receivable, among other collateral to the extent and validity as
held prepetition.
The Debtor must maintain and pay premiums for insurance to cover
the Collateral from fire, theft and water damage, and the
Prepetition Secured Lenders consents to the payment of such
premiums from its cash collateral.
Prepetition Secured Lenders are granted replacement liens,
attaching to the Collateral, but only to the extent of their
prepetition liens and only to the extent of priority that existed
on the date of filing.
The liens granted will be valid, perfected, and enforceable without
any further action by the Debtor and/or the Prepetition Secured
Lenders and need not be separately documented.
A further hearing on the matter is set for March 26 at 10 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=wti6q9 from PacerMonitor.com.
The Debtor projects $105,000 in income and $104,451 in expenses for
the period from March 7 to March 28, 2024.
About National Solar Service, LLC
National Solar Service, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-02395) on
February 21, 2024. In the petition signed by Todd Kihm, managing
member, the Debtor disclosed up to $50,000 in assets and up to $1
million in liabilities.
Judge Donald R. Cassling oversees the case.
Richard G Larsen, Esq., at SpringerLarsenGreene, LLC, represents
the Debtor as legal counsel.
NB DARBY ROW: Douglas Adelsperger Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 10 appointed Douglas Adelsperger, Esq.,
as Subchapter V trustee for NB Darby Row, DST, now known as NB
Darby Row, LLC.
Mr. Adelsperger will be paid an hourly fee of $375 for his services
as Subchapter V trustee and will be reimbursed for work related
expenses incurred.
Mr. Adelsperger declared that he is a disinterested person
according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Douglas R. Adelsperger, Trustee
1251 N. Eddy St., Suite 200
South Bend, IN 46617
Tel: (260) 407-0909
Email: trustee@adelspergerlawoffices.com
About NB Darby Row
NB Darby Row, DST, now known as NB Darby Row, LLC is a real estate
company that offers fully-furnished rental options, including one,
two, and four-bedroom apartments and townhomes for rent in South
Bend, Ind.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ind. Case No. 24-30163) on Feb. 23,
2024, with $3,021,844 in assets and $4,300,000 in liabilities.
Brian Nelson, authorized representative, NB Avalon St, LLC,
manager, signed the petition.
KC Cohen, Esq., at KC Cohen, Lawyer, PC represents the Debtor as
bankruptcy counsel.
OMNI EXCAVATORS: Angela Shortall Named Subchapter V Trustee
-----------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Angela Shortall of
3Cubed Advisory Services, LLC as Subchapter V trustee for Omni
Excavators, Inc.
Ms. Shortall will be paid an hourly fee of $500 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Shortall declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Angela L. Shortall
3Cubed Advisory Services, LLC
111 S. Calvert St., Suite 1400
Baltimore, MD 21202
Phone: 410-783-6385
About Omni Excavators
Omni Excavators, Inc. is a Washington, DC-based company operating
in the nonresidential building construction industry.
Omni Excavators filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D.C. Case No. 24-00050) on February 23,
2024, with up to $50,000 in assets and $1 million to $10 million in
liabilities. Abotorob Rafi, president, signed the petition.
Justin Philip Fasano, Esq., at Mcnamee Hosea, P.A. represents the
Debtor as legal counsel.
OPEN ARMS: Joli Lofstedt Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 11 appointed Joli Lofstedt, Esq., as
Subchapter V trustee for Open Arms Pain Clinic.
Ms. Lofstedt, a practicing attorney in Louisville, Colo., will be
paid an hourly fee of $375 for her services as Subchapter V trustee
and will be reimbursed for work-related expenses incurred.
Ms. Lofstedt declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Joli A. Lofstedt, Esq.
P.O. Box 270561
Louisville, CO 80027
Phone: (303) 476-6915
Fax: (303) 604-2964
Email: joli@jaltrustee.com
About Open Arms Pain Clinic
Open Arms Pain Clinic filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code Bankr. D. Colo. Case No. 24-10759) on Feb.
23, 2024.
Judge Joseph G. Rosania, Jr. presides over the case.
OPTINOSE INC: Ernst & Young Raises Going Concern Doubt
------------------------------------------------------
OptiNose, Inc. disclosed in a Form 10-K Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that Ernst & Young LLP, the Company's auditor
since 2016, expressed that there is substantial doubt about the
Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 7, 2024, Philadelphia, Pennsylvania-based Ernst & Young
LLP, said, "The Company has incurred recurring losses from
operations, has a working capital deficiency and expects to not be
in compliance with certain debt covenants, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern."
As of December 31, 2023, the Company had cash and cash equivalents
of $73.7 million and have $130 million of outstanding Pharmakon
Senior Secured Notes under the A&R Note Purchase Agreement. Its
accumulated deficit as of December 31, 2023 was $720.4 million. The
Company has incurred significant net losses since inception and
also expects to incur substantial losses in future periods.
The Company incurred net losses of $35.5 million and $74.8 million
for the years ended December 31, 2023 and 2022, respectively. As of
December 31, 2023, the Company had an accumulated deficit of $720.4
million."
As of December 31, 2023, the Company had $107.73 million in total
assets, $194.34 million in total liabilities, and $86.61 million in
total stockholders' deficit.
"Our continuation as a going concern is dependent on our ability to
maintain compliance with the financial covenants, including the
requirement for us to achieve certain minimum trailing twelve-month
consolidated XHANCE net sales and royalties thresholds, the
requirement for us to maintain at least $30 million of cash and
cash equivalents at all times and the requirement that our annual
and quarterly financial statements not be subject to any
qualification or statement as to "going concern," and the other
provisions under the A&R Note Purchase Agreement, and our ability
to generate sufficient cash flows from operations to meet our debt
service obligations and to fund our operations or obtain additional
capital through equity or debt financings, partnerships,
collaborations, or other sources," the Company said.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/2e5tem5e
About OptiNose, Inc.
Yardley, Pa-based OptiNose, Inc. is a specialty pharmaceutical
company focused on the development and commercialization of
products for patients treated by ear, nose and throat (ENT) and
allergy specialists.
PEKIN COUNTRY CLUB: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pekin Country Club, Inc.
310 Country Club Drive
Pekin, IL 61554
Business Description: The Debtor operates a private country club
and golf course.
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
Central District of Illinois
Case No.: 24-80164
Judge: Hon. Peter W Henderson
Debtor's Counsel: Sumner A. Bourne, Esq.
RAFOOL & BOURNE, P.C.
401 Main Street, Suite 1130
Peoria, IL 61602
Tel: (309) 673-5535
Fax: (309) 673-5537
Email: notices@rafoolbourne.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Matthew Taphorn, president/Designated
Bankruptcy Representative .
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/IRF5LLY/Pekin_Country_Club_Inc__ilcbke-24-80164__0001.0.pdf?mcid=tGE4TAMA
POLAR US: $1.48BB Bank Debt Trades at 24% Discount
--------------------------------------------------
Participations in a syndicated loan under which Polar US Borrower
LLC is a borrower were trading in the secondary market around 76.2
cents-on-the-dollar during the week ended Friday, March 8, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.48 billion facility is a Term loan that is scheduled to
mature on October 15, 2025. About $1.36 billion of the loan is
withdrawn and outstanding.
Polar US Borrower, LLC is the pass-through entity of ultimate
parent, SK Blue Holdings, LP, an affiliate of private investment
firm, SK Capital Partners. SI Group manufactures performance
additives for use in polymer, rubber, lubricants, fuels, adhesives
applications, surfactants in addition to some specialty chemicals.
PROSPERITY MEDICAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Prosperity Medical and Health System, LLC
13922 Baltimore Ave
Unit 4 and Unit 5
Laurel, MD 20707
Business Description: The Debtor operates a health care business.
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
District of Maryland
Case No.: 24-12031
Debtor's Counsel: Richard M. Goldberg, Esq.
SHAPIRO SHER GUINOT & SANDLER
250 West Pratt Street Suite 2000
Baltimore MD 21201-6814
Tel: 410-385-4274
Email: rmg@shapirosher.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roger Schlossberg, Chapter 7 Trustee
for Prosperity Partners, Inc., sole member of the Debtor.
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/BXSF47Q/Prosperity_Medical_and_Health__mdbke-24-12031__0001.0.pdf?mcid=tGE4TAMA
RC EMPIRE: Court OKs Deal on Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized RC Empire Development LLC to use cash collateral, on a
final basis, in accordance with the budget and its agreement with
Toorak Capital Partners, LLC.
On March 11, 2020, the Debtor executed a Note in the original
principal amount of $570,000 in favor of Global Integrity Series 1,
LLC. The indebtedness owed under the Note is secured by the
Debtor's real property, and improvements thereon, located at 450
East 29th Street, Brooklyn, NY 11226, as set forth in the
Mortgage.
On March 11, 2020, the Debtor executed a mortgage in favor of
Original Lender which was duly recorded with the Office of the City
Register of the City of New York on March 26, 2020, as CRFN
2020000109448, and the New York State mortgage tax was duly paid
thereon.
Prior to the commencement of the instant bankruptcy proceeding,
Original Lender assigned the Note and Mortgage to Toorak Capital
Partners, LLC.
As of December 6, 2023, $663,827 was due and owing to Toorak under
the Note (exclusive of attorneys' fees and expenses).
The Debtor agrees and acknowledges that Toorak holds a valid,
perfected and enforceable first priority lien on the Subject
Property,
As adequate protection, Toorak will receive a replacement security
interest in and valid, binding, enforceable and perfected liens on
all of the Debtor's Post-petition Collateral in an amount equal to
the aggregate diminution in the value of its interests in the
Pre-Petition Collateral.
To the extent that the pledges, liens, and security interests
granted to Toorak are inadequate, Toorak reserves the right to
request administrative priority with respect any shortfall in the
Collateral pursuant to 11 U.S.C. Sections 503(b) and 507(b), with
priority over any and all claims against the Debtor.
The Replacement Liens will have a carve-out to pay any quarterly
fees owed to the U.S. Trustee pursuant to 28 U.S.C. section
1930(a)(6).
The Debtor's right to use cash collateral will terminate upon seven
days prior written notice by Toorak to the Debtors of the
occurrence of any of the following:
a. The Court enters an order dismissing this Chapter 11 Case or
converting the Chapter 11 Case to a Chapter 7 Case;
b. The Court enters an order appointing a Chapter 11 trustee;
c. A chapter 11 plan is confirmed;
d. The Debtor will fail to comply with the terms of the Stipulation
and Order; or
e. The Court enters an order reversing, vacating or rescinding the
terms of the Order.
A copy of the order is available at https://urlcurt.com/u?l=8zQlCl
from PacerMonitor.com.
About RC Empire
RC Empire Development, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-74599) on Dec. 6, 2023, with $500,001 to $1 million in both
assets and liabilities.
Judge Alan S. Trust oversees the case.
Btzalel Hirschhorn, Esq., at Shiryak, Bowman, Anderson, Gill &
Kadochnikov, LLP represents the Debtor as legal counsel.
RENO CITY CENTER: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Reno City
Center Owner, LLC.
The committee members are:
1. Luis Delacruz doing business as Optimum Flooring
2. Sean G. Frey of SGF Engineering
3. Robert Amster of Sierra Display Fixtures Inc.
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 Reno City Center Owner
Reno City Center Owner, LLC is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
Reno City Center Owner filed Chapter 11 petition (Bankr. D. Nev.
Case No. 24-50152) on Feb. 16, 2024, with $100 million to $500
million in both assets and liabilities. The petition was signed by
Kirk Walton, managing member of GPWM QOF Manager LLC, the Debtor's
manager.
Judge Hilary L. Barnes presides over the case.
Elizabeth Fletcher, Esq., at Fletcher & Lee represents the Debtor
as legal counsel.
RETAILING ENTERPRISES: Plan Exclusivity Period Extended to March 25
-------------------------------------------------------------------
Judge Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida extended Retailing Enterprises, LLC's
exclusive periods to file its plan of reorganization and to solicit
acceptances thereof to March 25 and May 28, 2024, respectively.
As shared by Troubled Company Reporter, Retailing Enterprises
stated that it is still in ongoing negotiations with several of its
creditors, particularly its landlords, which may affect its plan.
The Debtor pointed out that it has been diligent in its efforts at
proposing a plan, as it has already filed its plan 6 days before
the initial exclusivity deadline. The Debtor explained that though
it is possible that the current plan on file may be confirmed as
is, with at most slight modifications to be addressed in a proposed
Confirmation Order, in the abundance of caution, the Debtor seeks
extended exclusivity in order that it may propose further amended
plan(s) and solicit acceptances accordingly, on an exclusive
basis.
Retailing Enterprises, LLC is represented by:
Aaron A. Wernick, Esq.
WERNICK LAW, PLLC
2255 Glades Road, Suite 324A
Boca Raton, FL 33431
Tel: (561)961-0922
Email: awernick@wernicklaw.com
About Retailing Enterprises
Retailing Enterprises, LLC, is an official reseller and distributor
of Invicta watches online and in 18 physical retail locations
across the United States with its main business premises located at
405 SW 148th Avenue, Suite 1, Davie, Florida 33325.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14169) on May 30,
2023. In the petition signed by Mauricio Krantzberg, president, the
Debtor disclosed up to $50 million in assets and up to $100 million
in liabilities.
Judge Scott M. Grossman oversees the case.
Aaron A. Wernick, Esq., at Wernick Law, PLLC, is the Debtor's legal
counsel.
RIVER RUN: Ocean II PLO Sells All Personal Property
---------------------------------------------------
Ocean II PLO LLC ("secured creditor agent") was slated to hold a
sale on March 11, 2024, at the offices of Ocean II PLO LLC at 800
Menlo Avenue #210, Menlo Park, California 94025, for the sale of
collateral comprised of substantially all of the personal property
of River Run Food (DE) LLC.
Interested parties may request additional and more specific listing
of property from the secured creditor agent's counsel by sending an
email request to sgasser@premiercounsel.com.
Secured credit agent said it will sell property in a single lot
consisting of all of the Debtor's (a) inventory, (b) accounts
receivables and cash, (c) tax and tariff refunds owned by the
Debtor, (d) equipment, (e) all Debtor's rights and interest in
Debtor's intellectual property, (f) Debtor's domain names (g)
general intangibles, and (h) all books, records and insurance
proceeds related to items (a)-(g) but excluding accounts and
inventory which, at the time of foreclosure remain subordinated to
RRF Credit LLC pursuant to that certain intercreditor agreement
dated as of Jan. 18, 2024, by and between the secured party and RRF
Credit LLC.
SANDVINE CORP: $400MM Bank Debt Trades at 22% Discount
------------------------------------------------------
Participations in a syndicated loan under which Sandvine Corp is a
borrower were trading in the secondary market around 77.9
cents-on-the-dollar during the week ended Friday, March 8, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $400 million facility is a Term loan that is scheduled to
mature on November 2, 2025. The amount is fully drawn and
outstanding.
Sandvine Corporation, headquartered in Waterloo, Ontario, Canada,
and owned by funds affiliated with Francisco Partners, provides
network and application intelligence solutions to mobile, fixed,
cable, satellite and Wi-Fi service providers, and governments
globally.
SBG BURGER: AB SR Tampa Steps Down as Committee Member
------------------------------------------------------
The U.S. Trustee for Region 21 disclosed in a court filing the
resignation of AB SR Tampa, LLC from the official committee of
unsecured creditors in the Chapter 11 cases of SBG Burger Opco, LLC
and its affiliates.
The remaining members of the committee are:
1. NCR Voyix Corporation
Attn: Ashley Thompson, Esq.
Senior Litigation Counsel
864 Spring Street NW
Atlanta, GA 30308
Phone: 770-212-5034
Email: Ashley.Thompson@ncrvoyix.com
2. AL QSR RE Owner, LLC
Attn: Esther McKean, Esq.
Akerman LLP
420 S. Orange Ave., Ste. 1200
Orlando, FL 32801
Phone: (407) 423-4000
Email: esther.mckean@akerman.com
3. EJT Enterprises, LLC
Attn: Andrew S. Ballentine, Esq.
Cornerstone Law Firm, PLLC
1511 E. State Road 434, Suite 3049
Winter Springs, FL 32708
Phone: (407) 986-0529
Email: aballentine@mycornerstonelaw.com
4. K & M of South Florida, Inc.
Attn: L. William Porter III, Esq.
Law Offices of L. William Porter III
2014 Edgewater Dr, Suite 119
Orlando, FL 32804
Phone: (407) 603-5769
Email: bill@billporterlaw.com
About SBG Burger Opco
SBG Burger Opco, LLC and affiliates operate 73 Wendy's, 6
McAlister's Deli, 15 Subway, 5 Fuzzy's Taco Shop and 22 CiCi's
Pizza restaurants across Alabama, Florida, Illinois, Missouri,
Louisiana, Wisconsin and Texas. The Debtors sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case
No. 23-04797) on November 14, 2023.
The Debtors are Starboard Group of Space Coast, LLC; Starboard
Group of Southeast Florida, LLC; Starboard Group of Tampa, LLC;
Starboard Group of Tampa II, LLC; Starboard Group of Alabama, LLC;
7 S & M Foods, LLC; 9 S & M Foods, LLC; 10 S & M Foods, LLC;
Starboard with Cheese, LLC; and SBG Burger Opco, LLC.
In the petition signed by Andrew Levy, manager, lead Debtor SBG
Burger Opco, LLC disclosed up to $50,000 in both assets and
liabilities. SBG Alabama listed $1 billion to $10 billion in
estimated assets and $1 billion to $10 billion in estimated
liabilities. SBG Spacecoast listed $10 million to $50 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG Cheese listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG Tampa listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG SE Florida listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities.
Judge Tiffany P. Geyer oversees the cases.
Scott A. Underwood, Esq., at Underwood Murray, PA, is the Debtors'
legal counsel.
On January 23, 2024, the U.S. Trustee for Region 21 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Bast Amron, LLP as its legal counsel.
SCREENVISION LLC: $175MM Bank Debt Trades at 28% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Screenvision LLC is
a borrower were trading in the secondary market around 72.4
cents-on-the-dollar during the week ended Friday, March 8, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $175 million facility is a Term loan that is scheduled to
mature on July 3, 2025. About $143.7 million of the loan is
withdrawn and outstanding.
Screenvision, LLC provides publishing and broadcasting services.
SHENANDOAH TELECOMMS: $150MM Bank Debt Trades at 16% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Shenandoah
Telecommunications Co is a borrower were trading in the secondary
market around 83.9 cents-on-the-dollar during the week ended
Friday, March 8, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $150 million facility is a Delay-Draw Term loan that is
scheduled to mature on July 3, 2028. About $74.8 million of the
loan is withdrawn and outstanding.
Shenandoah Telecommunications Company is a holding company that
provides a broad range of telecommunications services through its
operating subsidiaries.
SHO HOLDING I: $233MM Bank Debt Trades at 34% Discount
------------------------------------------------------
Participations in a syndicated loan under which SHO Holding I Corp
is a borrower were trading in the secondary market around 66.1
cents-on-the-dollar during the week ended Friday, March 8, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $233 million facility is a Term loan that is scheduled to
mature on April 27, 2024. The amount is fully drawn and
outstanding.
SHO Holding I Corp operates as a holding company. The Company,
through its subsidiaries, designs and manufactures athletic and
non-athletic footwear products.
SMC ENTERTAINMENT: Incurs $359K Net Loss in Second Quarter
----------------------------------------------------------
SMC Entertainment, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $359,131 for the three months ended June 30, 2023, compared to a
net loss of $507,696 for the three months ended June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $790,038, compared to a net loss of $1.73 million for the
same period in 2022.
As of June 30, 2023, the Company had $405,285 in total assets,
$3.18 million in total liabilities, and a total stockholders'
deficit of $2.77 million.
SMC Entertainment said, "The Company has suffered recurring losses
since inception and has no assurance of future profitability. The
Company will continue to require financing from external sources to
finance its operating and investing activities until sufficient
positive cash flows from operations can be generated. There is no
assurance that financing or profitability will be achieved,
accordingly, there is 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/0001497230/000165495424002891/smcentertainment_10q.htm
About SMC
Boca Raton, Fla.-based SMC Entertainment Inc. is an OTC Markets, a
publicly traded company, with an assembled team of esteemed
individuals solving market needs, primarily in the merger and
acquisition landscape. It was incorporated in the State of Nevada
on January 23, 1998, under the name of Professional Recovery
Systems, Ltd. On April 21, 2023, the Company completed its
acquisition of AI-enabled wealth management technology platform
provider, Fyniti Global Equities EBT Inc. Fyniti, is a Fintech
developer and provider of technology that combines Artificial
Intelligence/Machine Learning (AI/ML) driven Quantitative
investing
(IQ Engine) with AI-enabled wealth management Electronic Block
Trading ("EBT") technology.
STG LOGISTICS: $750MM Bank Debt Trades at 48% Discount
------------------------------------------------------
Participations in a syndicated loan under which STG Logistics Inc
is a borrower were trading in the secondary market around 52.4
cents-on-the-dollar during the week ended Friday, March 8, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $750 million facility is a Term loan that is scheduled to
mature on March 24, 2028. About $736.9 million of the loan is
withdrawn and outstanding.
STG Logistics, Inc., also known as St. George Logistics, is a
logistics company with a corporate office in North Bergen, New
Jersey.
SUSHI GARAGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sushi Garage, LLC
d/b/a Sushi Garage Miami Beach
1784 West Avenue
Bay 1,2,3,4,5
Miami Beach, FL 33139
Business Description: Sushi Garage is a Japanese Restaurant with
traditional roots, quality ingredients, and
proper execution, with a belief in
simplicity and details throughout the entire
space.
Chapter 11 Petition Date: March 12, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-12354
Judge: Hon. Laurel M Isicoff
Debtor's Counsel: Jacqueline Calderin, Esq.
AGENTIS PLLC
45 Almeria Avenue
Coral Gables, FL 33134
Tel: (305) 722-2002
Email: jc@agentislaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jonas Millan as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/GEU45OQ/Sushi_Garage_LLC__flsbke-24-12354__0001.0.pdf?mcid=tGE4TAMA
SWING AWAY: Court OKs Cash Collateral Access
--------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division, authorized Swing Away Sports, LLC to use cash
collateral on an interim basis, in accordance with the budget.
The Debtor requires the use of cash collateral to pay ordinary and
necessary business expenses for the 30 day period following the
Petition Date, or such longer period approved by the Court.
On the Petition Date, the following UCC-1 Financing Statements were
recorded among the records of the Virginia State Corporation
Commission: CT Corporation System as Representative, Corporation
Service Company as Representative Alliance Funding Group, Pawnee
Leasing Alliance Funding Group, Funding Metrics, LLC, and CT
Corporation System as Representative/Vox Funding.
Funding Metrics, LLC and CT Corporation System as
Representative/Vox Funding assert secured claim against the
Debtor's accounts and cash collateral pursuant loan agreements and
a UCC-1 Financing Statements filed with the Virginia State
Corporation Commission. The Cash Collateral Lenders assert an
unpaid balance as of the Petition Date in the amount of
approximately $13,100 and $60,400, respectively, exclusive of fees,
costs.
As adequate protection, the Cash Collateral Lenders are granted a
replacement lien on the same assets and in the same priority and
extent of its Pre-Petition Collateral.
The liens and security interests granted to the Cash Collateral
Lenders, including the Adequate Protection Liens, will become and
are duly perfected without the necessity for the execution, filing
or recording of financing statements, security agreements and other
documents which might otherwise be required pursuant to applicable
non-bankruptcy law for the creation or perfection of such liens and
security interests.
A final hearing on the matter is set for
https://urlcurt.com/u?l=xobMC9 from PacerMonitor.com.
About Swing Away Sports, LLC
Swing Away Sports, LLC is a Virginia limited liability company. The
Debtor operates a baseball-oriented sports and entertainment
facility located at 20051 Riverside Commons Plaza, Suite 100 |
Ashburn, VA 20147 d/b/a "The Ballpark Loudoun."
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 23-12057) on December 15,
2023. In the petition signed by Christopher Bourassa, manager, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Brian F. Kenney oversees the case.
Craig M. Palik, Esq., at McNamee Hosea, PA, represents the Debtor
as legal counsel.
T&J OF BROOKSVILLE: Court OKs Interim Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized T&J of Brooksville LLC to use cash collateral
on an interim basis, in accordance with the budget, pending a final
hearing set for April 4, 2024 at 2:30 p.m.
Subject to the provisions of the order, the Debtor is authorized to
use cash collateral to pay: (a) amounts expressly authorized by the
Court, including payments to the Subchapter V Trustee for monthly
fees; (b) the current and Necessary expenses set forth in the
budget, plus an amount not to exceed 10% for each line item; and
(c) additional amounts as may be expressly approved in writing by
Snell Isle Realty, LLC.
The Debtor has a single secured obligation to Snell Isle Realty,
LLC in the amount of $2.050 million.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the Secured Creditor, except as otherwise provided
by Order of the Court or agreed by the parties.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=Xba2Wl from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$17,610 for March 2023; and
$17,610 for April 2024.
About T&J of Brooksville
T&J of Brooksville, LLC is the owner and lessor of residential
buildings and dwellings located at 626 South Broad St.,
Brooksville, Fla. The properties are valued at $1.30 million.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05076) on Nov. 9,
2023, with $1,320,754 in assets and $3,735,057 in liabilities. Tom
May, authorized member, signed the petition.
Judge Catherine Peek McEwen oversees the case.
Andrew Wit, Esq., at Wit Law, PLLC is the Debtor's bankruptcy
counsel.
TALPHERA INC: BPM LLP Raises Going Concern Doubt
------------------------------------------------
Talphera, Inc. disclosed in a Form 10-K Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that BPM LLP, the Company's auditor since 2023,
expressed that there is substantial doubt about the Company's
ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 6, 2024, Walnut Creek, California-based BPM LLP, said,
"The Company has suffered recurring operating losses and negative
cash flows from operating activities since inception, and expects
to continue to incur operating losses and negative cash flows in
the future. These matters raise substantial doubt about its ability
to continue as a going concern."
The Company's net loss for 2023 was $18.4 million, and net income
was $47.8 million for 2022. As of December 31, 2023, the Company
had an accumulated deficit of $444.2 million.
As of December 31, 2023, the Company had cash, cash equivalents and
investments totaling $9.4 million, compared to $20.8 million as of
December 31, 2022. The Company's cash and investment balances are
held in a variety of interest-bearing instruments, including
obligations of commercial paper, corporate debt securities, U.S.
government sponsored enterprise debt securities and money market
funds. Cash in excess of immediate requirements is invested with a
view toward capital preservation and liquidity.
To date, the Company has incurred losses and generated negative
cash flows from operations (although the termination of the Zalviso
Royalty Monetization resulted in net income for 2022) and it
expects to incur significant losses in 2024 and may incur
significant losses and negative cash flows from operations in the
future. Although the Company raised additional capital in January
2024 as discussed below, considering its current cash resources and
current and expected levels of operating expenses for the next 12
months, it expects to need additional capital to fund its planned
operations prior to the 12-month anniversary of the filing date of
this Annual Report on Form 10-K.
As of December 31, 2023, the Company had $20.4 million in total
assets, $6.3 million in total liabilities, and $14.1 million in
total stockholders' equity.
"We may seek to raise such additional capital through public or
private equity offerings, the issuance of debt securities, a new
debt facility, or entering into product development, license or
distribution agreements with third parties. Our existing capital
resources will not be sufficient to fund our operations until such
time as we may be able to generate sufficient revenues to sustain
our operations," Talphera said.
"While we believe our plans to raise additional funds will
alleviate the conditions that raise substantial doubt about our
ability to continue as a going concern, these plans are not
entirely within our control and cannot be assessed as being
probable of occurring. Additional funds may not be available when
we need them on terms that are acceptable to us, or at all. If
adequate funds are not available, we may be required to further
reduce our workforce, reduce the scope of, or cease, the
development of our product candidates in advance of the date on
which our cash resources are exhausted to ensure that we have
sufficient capital to meet our obligations and continue on a path
designed to preserve stockholder value. In addition, if we raise
additional funds through collaborations, strategic alliances or
licensing arrangements with third parties, we may have to
relinquish rights to our technologies, future revenue streams or
product candidates, or to grant licenses on terms that may not be
favorable to us," the Company said.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/3e4sz6me
About Talphera
San Mateo, CA-based Talphera, Inc. is a specialty pharmaceutical
company focused on the development and commercialization of
innovative therapies for use in medically supervised settings.
TEGNA INC: Reports $476.7 Million Net Income in FY 2023
-------------------------------------------------------
TEGNA Inc. filed with the U.S. Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net income of $476.7
million attributable to the Company on $2.91 billion of total
revenues for the year ended December 31, 2023, compared to a net
income of $630.5 million attributable to the Company on $3.28
billion of total revenues for the year ended December 31, 2022.
As of December 31, 2023, the Company had $7 billion in total
assets, $4.28 billion in total liabilities, $18.8 million in
redeemable noncontrolling interest, and $2.7 billion in total
equity.
"TEGNA is back on offense, operating from a position of strength.
Our new capital allocation framework positions us well to execute
our business strategy to drive shareholder value in a continually
evolving media landscape," said Dave Lougee, president and chief
executive officer. "Our announcement to return 40-to-60 percent of
free cash flow to shareholders over the next two years builds on
our initial capital return commitment of nearly $800 million over
the last nine months. Based on our free cash flow guidance and
capital allocation framework, we expect to return approximately
$1.3 billion to shareholders since the merger termination through
2025. Importantly, this new framework maintains our flexibility to
pursue organic investments, bolt-on M&A, and prepare for long range
debt maturities."
"Our successful extension of TEGNA's affiliation agreements with
NBC and ABC, as well as completed renegotiation of retransmission
agreements for approximately 30 percent of our traditional
subscribers, provides visibility into TEGNA's revenues and free
cash flow. 93 percent of our Big 4 network subscribers are now
under network agreements through late 2026 or longer. The majority
of these subscribers are tied to a variable payment model when it
comes to our reverse compensation payments, tying payments to
subscriber counts. Our high-margin, recurring revenues from
subscription and political advertising drive confidence in our
outlook, as demonstrated by our multi-year free cash flow
guidance."
"We're also building on our culture of innovation and operational
excellence in transforming our core business. We are leveraging our
scale and embracing new technologies to drive new efficiencies
across our company, providing further financial flexibility. These
efforts are well underway and will be expanded in the coming months
with benefits expected in the second half of 2024 and growing over
time."
"TEGNA's momentum continues to build following our comprehensive
capital allocation review, and we are pleased with our progress in
advancing our strategic and financial priorities. The recently
announced acquisition of Octillion Media will further reinforce
Premion's industry-leading position through the integration of
Octillion's cutting-edge technology and platform into Premion's
business, and is expected to generate compelling returns for our
shareholders over time. Our recent strategic investment in 6AM City
will enhance the distribution of our local content and provide a
platform for further local content innovation. TEGNA's receipt of
proceeds from the sale of BMI further strengthens our financial
flexibility. Looking ahead, TEGNA continues to be well positioned
to invest in accretive opportunities to expand and diversify our
business, while retaining our industry-leading balance sheet with
net leverage of less than 3.0x."
"We are pleased to have met or exceeded all of our full-year 2023
annual guidance metrics. In the fourth quarter, Advertising and
Marketing Services revenue continued to see sequential improvement,
driven by improving trends in automotive and services, our two
largest advertising categories. Automotive has steadily recovered
and is generating strong year-over-year growth for the sixth
consecutive quarter. We expect 2024 to be another strong year
driven by our portfolio of stations in key markets benefiting from
a presidential election cycle, the Summer Olympic Games, and this
month's Super Bowl."
"All of our work is driven by TEGNA's purpose of serving the
greater good of our communities. Our 2023 Impact Report6 outlines
our recent achievements and commitments across our sustainability
focus areas. We continued to make progress on further embedding
equity and inclusion as a cultural and business imperative at TEGNA
that enables us to authentically represent the experiences and
perspectives of all our audiences and fosters trust. Investing in
our people and their well-being, both professionally and
personally, is another strategic priority for us. We continue to
foster a workplace conducive to open dialogue, where support
resources are easily accessible, and avenues for professional
development are available."
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/budca5um
About TEGNA
Headquartered in Virginia, TEGNA Inc. is a broadcasting, digital
media and marketing services company. As of Sept. 30, 2023, TEGNA
has $7.20 billion in total assets and $4.22 billion in total
liabilities.
Egan-Jones Ratings Company, on January 16, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by TEGNA Inc.
THRASIO LLC: Court Sets Record Date for Sell-Down Protocols
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey entered an
order establishing a record date for potential notice and sell-down
procedures for trading in certain claims against Thrasio Holdings
Inc. and Thrasio LLC' estates.
All persons or entities that acquired debt claims against the
Debtors after the record date and currently hold or come to hold
such claims in such an amount that persons or entities holding such
claims would be entitled to receive more than 4.5% of the equity of
the reorganized Debtors under the Debtors' plan of reorganization
will be required to identity themselves to the Debtors after the
Court's approval of a corresponding motion.
Upon the request of any person or entity, the Debtors' proposed
claims and noticing agent, Kurtzman Carson Consultants LLC, will
provide a copy of the record date order in a reasonable amount of
time. In addition, complete copies of the motion and record date
order are available via PACE on the Court's website at
https://www.njb.uscourts.gov for a fee, or free or charge by
accessing the Debtors' restructuring website at
https://www.kccllc.net.Thrasio.
About Thrasio
Thrasio LLC -- https://www.thrasio.com/ -- specializes in buying
Amazon third-party private label businesses. Its portfolio includes
Angry Orange pet odor eliminators and stain removers, Wise Owl
Outfitters camping and outdoor gear, and more than 200 other Amazon
and ecommerce brands. Thrasio was co-founded in 2018 by Joshua
Silberstein.
Thrasio has significant overseas operations and partnerships across
the world, including in the United Kingdom, Germany, and China.
Thrasio Holdings, Inc. and several affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead
Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion
in assets and $500 million to $1 billion in liabilities. Josh
Burke, the Debtors' chief financial officer, signed the petitions.
Judge Christine M. Gravelle oversees the case.
The Debtors tapped KIRKLAND & ELLIS LLP and KIRKLAND & ELLIS
INTERNATIONAL LLP as general bankruptcy counsel; COLE SCHOTZ P.C.
as co-bankruptcy counsel; ALIXPARTNERS, LLP as financial advisor;
and KURTZMAN CARSON CONSULTANTS LLC as claims and noticing agent.
An Ad Hoc Group of First Lien Lenders retained Gibson, Dunn &
Crutcher LLP as legal counsel and Sills Cummis & Gross P.C. as New
Jersey co-counsel.
TONAWANDA COKE: Unsecureds to Get Share of Carveout in Plan
-----------------------------------------------------------
Tonawanda Coke Corporation submitted a Disclosure Statement for
Second Amended Plan of Liquidation dated March 5, 2024.
The Debtor formerly produced high-performance foundry coke. Foundry
coke is a pure carbon product that is placed in cupolas to provide
both a heat source and a hardening source in the production of cast
iron metal.
The Debtor's coke facility was situated on approximately 188 acres
along the Niagara River, about a mile north of Buffalo, New York.
The facility included four parcels of land located on opposite
sides of River Road in Tonawanda, New York: 3875 River Road and
3800 River Road (collectively, the "Site").
After the shutdown of its coke ovens, the Debtor determined that a
liquidation of its real and personal property could maximize the
potential recovery for creditors. Accordingly, on or about April
2019, TCC filed and served a motion seeking authority to retain PPL
as auctioneer and for the Bankruptcy Court's approval to conduct an
auction sale of substantially all of its personal property. By
order dated May 22, 2019, the Court granted the motion and approved
an on-line auction sale of the Debtor's personal property.
On August 16, 2019 the Court approved bid procedures for the sale
of the real property and scheduled an auction for September 23,
2019. The Auction was conducted by the Court, no competing bids
were submitted and Riverview Innovation and Technology Campus, Inc.
was selected as the winning bidder. Riverview's consideration for
the purchase of the properties was payment of approximately
$193,000.00 in back taxes and satisfaction of the mortgages and
security interest of Honeywell in the principal amount of
$8,080,303.00. Honeywell retained its unsecured claims against the
Debtor subject to the Debtor's review and potential objection to
same. Riverview also purchased certain fixtures for $75,000.00. The
Court approved the sale by order dated September 23, 2019.
The Plan is a plan of liquidation. Funds distributed under the Plan
will consist of funds accumulated by TCC as of the Effective Date
and distributions from the Debtor's captive insurance carrier
Affinity Insurance Ltd.
Distribution of the Debtor's assets pursuant to the Plan are
contingent on confirmation of the Plan and the affirmative vote of
one-impaired class of claimants. The Plan provides a release to and
exculpation for TCC and other parties, including Michael Durkin and
Paul Saffrin, for actions taken during the course of the bankruptcy
case, and limits the liability of TCC related parties and the Plan
Administrator for actions taken in carrying out the Plan.
All Allowed Administrative Claims, including the EPA Supplemental
Administrative Claim and the DOL Supplemental Administrative Claim
shall be paid in full.
The EPA Supplemental Administrative Claim equals 83.7% of the
amount remaining in the Debtor's Estate after payment of: (i) all
Allowed Administrative Claims, including Professional Fees, other
than said EPA Supplemental Administrative Claim and the DOL
Supplemental Administrative Claim, and (ii) the General Unsecured
Claim Initial Carveout.
The DOL Supplemental Administrative Claim equals 6.3% of the amount
remaining in the Debtor's Estate after payment of: (i) all Allowed
Administrative Claims, including Professional Fees, other than said
DOL Supplemental Administrative Claim and the EPA Supplemental
Administrative Claims, and (iii) the General Unsecured Claim
Initial Carveout.
All creditors holding Allowed Priority Claims will be paid in full
under the Plan. TCC is aware of approximately $5,156.86 in Allowed
Priority Claims. TCC does not believe there are any secured claims
to be paid under the Plan.
General Unsecured Claims and Tort Claims shall each receive pro
rata distributions from the General Unsecured Claim Initial
Carveout of $200,000.00 and the General Unsecured Claim
Supplemental Carveout (10% of the of the amount remaining in the
Debtor's Estate after payment of: (i) all Allowed Administrative
Claims, including Professional Fees, other than DOL Supplemental
Administrative Claim and the EPA Supplemental Administrative
Claims, and (iii) the General Unsecured Claim Initial Carveout).
The Debtor estimates the General Unsecured Claim supplemental
Carveout to be less than $100,000.00.
Class 2 consists of General Unsecured Claims including the EPA
General Unsecured Claim but excluding all Tort Claims. Unless
otherwise agreed to by the holder of such Class 2 Claim, on the
later of (a) the Effective Date, or as soon thereafter as
reasonably practicable and (b) for Disputed Claims, the date on
which such Claim becomes an Allowed General Unsecured Claim, each
holder of an Allowed General Unsecured Claim will receive a Pro
Rata distribution of (i) the General Unsecured Claim Initial
Carveout and (ii) the General Unsecured Claim Supplemental
Carveout, in each case, minus the amount of Cash set aside for the
Tort Claims Reserve (the "Non-Tort Claim Assets").
If after payment of all amounts contemplated under this Plan to be
paid or reserved on or immediately after the Effective Date, there
is Available Cash, the Class 2 Creditors holding Allowed General
Unsecured Claims shall receive a Pro Rata distribution of 10% of
such additional Available Cash, if any, from the Plan
Administrator. The filed and scheduled Class 2 Claims total
approximately $16 million. Class 2 Claims are impaired.
A full-text copy of the Disclosure Statement dated March 5, 2024 is
available at https://urlcurt.com/u?l=GKazGc from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
James C. Thoman, Esq.
Jessica P. Chue, Esq.
HODGSON RUSS LLP
The Guaranty Building, 140 Pearl St., Suite 100
Buffalo, NY 14202
Tel: (716) 856-4000
E-mail: jthoman@hodgsonruss.com
About Tonawanda Coke Corp
Tonawanda Coke Corporation -- http://www.tonawandacoke.com/-- is
an ISO 9001 Registered merchant producer of high-performance
foundry coke to the U.S. and Canadian foundry, and insulation and
sugar beet industries. The company was founded in 1917 and is
headquartered in Tonawanda, N.Y.
Tonawanda Coke Corporation filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
18-12156) on Oct. 15, 2018. In the petition signed by Michael K.
Durkin, president, the Debtor estimated $10 million to $50 million
in both assets and liabilities. The case is assigned to Judge
Michael J. Kaplan. Garry M. Graber, Esq., at Hodgson Russ LLP,
represents the Debtor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors in the Debtor's case on July 15, 2019. The committee is
represented by Baumeister Denz LLP.
TRINITAS ADVANTAGED: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------------
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Trinitas
Advantaged Agriculture Partners IV, LP and its affiliates.
The committee members are:
1. Scott A. Eastom on behalf of The Hulling Company
2. Coult Dennis on behalf of Superior Soil Supplements, LLC
3. Marcus Galvan
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 Trinitas Advantaged Agriculture
Partners IV LP
Trinitas Advantaged Agriculture Partners IV, LP (TAAP IV) is an
investment vehicle that was organized in 2015 to acquire, develop,
cultivate, and operate primarily almond ranches in the Central
Valley of California. TAAP IV owns and, through Trinitas Farming
LLC, operates 17 almond ranches, each of which is held by a
separate subsidiary, covering 7,856 planted acres in Solano, Contra
Costa, San Joaquin, Fresno, and Tulare Counties.
Trinitas and its affiliates filed voluntary Chapter 11 petitions
(Bankr. N.D. Calif. Lead Case No. 24-50211) on Feb. 19, 2024. At
the time of the filing, Trinitas reported $100 million to $500
million in both assets and liabilities.
Judge Dennis Montali oversees the cases.
The Debtors tapped Keller Benvenutti Kim, LLP as legal counsel and
Donlin, Recano & Company, Inc. as claims and noticing agent.
TRISTAR SOLUTIONS: Case Summary & 14 Unsecured Creditors
--------------------------------------------------------
Debtor: Tristar Solutions, LLC
415 G Street, NE
Washington, DC 20002
Chapter 11 Petition Date: March 11, 2024
Court: United States Bankruptcy Court
District of Columbia
Case No.: 24-00074
Debtor's Counsel: Kevin R. Feig, Esq.
MCNAMEE HOSEA, P.A.
6404 Ivy Lane, Suite 820
Greenbelt, MD 20770
Tel: (301) 441-2420
Fax: (301) 982-9450
Email: kfeig@mhlawyers.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Paul A. Horton as CEO/sole member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/KNQ2KZA/Tristar_Solutions_LLC__dcbke-24-00074__0001.0.pdf?mcid=tGE4TAMA
TRIUMPH GROUP: Updates Financial Guidance for Full Year Fiscal 2024
-------------------------------------------------------------------
Triumph Group, Inc. announced that it has updated its financial
guidance for its full year fiscal 2024, which ends March 31, 2024,
in conjunction with the recent closing on the sale of its former
Product Support business and the related expected paydowns of its
debt.
The updated cash guidance includes the cash flows from the Product
Support business through Feb. 29, 2024, as well as reflects certain
cash outflows related to the transaction, including transaction
fees and taxes, the timing of interest and accelerated employee
related obligations of the divested operations, which are expected
to be paid in March 2024, along with modest working capital timing
impacts on the continuing operations.
Full Year Fiscal 2024 Guidance
* Reaffirming net sales of $1.17 billion to $1.20 billion
* Reaffirming operating income of $100.0 million to $110.0
million
* Reaffirming adjusted EBITDAP of $157.0 million to $167.0
million
* Updating cash flow used in operations to a range of $(15.8)
million to $(5.8) million
* Updating free cash use to a range of $(39.6) million to $(29.6)
million
Implied Fourth Quarter Fiscal 2024 Guidance
* Net sales of $336.5 million to $366.5 million, consistent with
prior implied guidance
* Operating income of $58.4 million to $68.4 million, consistent
with prior implied guidance
* Adjusted EBITDAP of $71.0 million to $81.0 million, consistent
with prior implied guidance
* Updating cash flow from operations to a range of $52.5 million
to $62.5 million
* Updating free cash flow to a range of $45.0 million to $55.0
million
Balance Sheet Update
* On March 4, 2024, completed the call of $120.0 million of its
Senior Secured Notes due 2028 at 103%, plus accrued but unpaid
interest for approximately $128.7 million
* On March 5, 2024, settled the asset sale tender of $1.1 million
of its Senior Secured Notes due 2028 at par, plus accrued but
unpaid interest for approximately $1.2 million
* On March 6, 2024, completed the call of the remaining $435.6
million of Senior Notes due 2025 at par, plus accrued but unpaid
interest for approximately $437.6 million
In addition, a presentation including unaudited preliminary
quarterly results for continuing operations reflecting Product
Support as discontinued operations is posted on the Company's
website at
https://www.triumphgroup.com/filings-financial/presentations.
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.
TURF APPEAL: Case Summary & Five Unsecured Creditors
----------------------------------------------------
Debtor: Turf Appeal, Inc.
914 SW 107th Street
Oklahoma City, OK 73170
Business Description: Turf Appeal is a lawn care company
located in Oklahoma City.
Chapter 11 Petition Date: March 12, 2024
Court: United States Bankruptcy Court
Western District of Oklahoma
Case No.: 24-10590
Judge: Hon. Janice D. Loyd
Debtor's Counsel: Amanda R. Blackwood, Esq.
BLACKWOOD LAW FIRM, PLLC
512 NW 12th Street
Oklahoma City, OK 73103
Tel: (405) 309-3600
E-mail: amanda@blackwoodlawfirm.com
Total Assets: $324,921
Total Liabilities: $1,080,537
The petition was signed by Matt Doerr as owner/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/G5QSMYQ/Turf_Appeal_Inc__okwbke-24-10590__0001.0.pdf?mcid=tGE4TAMA
U.S. CREDIT: Court OKs Cash Collateral Access March 21
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Stephen Darr, the Trustee of U.S. Credit Inc., to use
cash collateral, on an interim basis, in accordance with the
budget, through March 21, 2024.
The Trustee is authorized to use cash collateral only to pay
payroll and related taxes and benefits due for employees other than
Stephen Galvin and Nathan Galvin, not to exceed $65,000 in the
aggregate for the period ending March 10,2024, due on March 15,
2024, as set forth in the Revised Budget in the Supplement dated
January 28, 2024.
The Trustee may determine what amounts and which employees to pay,
except for Stephen Galvin and Nathan Galvin. No payments are
authorized to Stephen Galvin and Nathan Galvin.
As adequate protection for any diminution in the value of its
collateral due to the Trustee's use of cash collateral, Clear Haven
Capital Management is granted replacement liens in postpetition
assets of the same kind, type, and nature as its prepetition
collateral and any proceeds thereof. Such postpetition liens will
have the same priority as the prepetition liens of Clear Haven and
shall be deemed valid, enforceable and perfected only to the extent
that the prepetition liens of Clear Haven are valid, enforceable
and perfected.
Connexus Credit Union will continue to retain and be entitled to
the benefit of the security granted pursuant to the Proceeding
Memorandum and Order dated January 30, 2024, for any Cash
Collateral of Connexus previously used by the Debtor, subject to
the terms and conditions of the First Order.
A further hearing on the matter is set for March 20 at 11 a.m.
A copy of the order is available at https://urlcurt.com/u?l=c0JHdW
from PacerMonitor.com.
About U.S. Credit
U.S. Credit, Inc. develops and administers custom lending programs
for large retailers, point-of-sale platforms and educational
institutions.
U.S. Credit filed its Chapter 11 petition (Bankr. D. Mass. Case No.
24-10058) on Jan. 12, 2024. In the petition signed by its chief
executive officer Stephen Galvin, the Debtor reported $10 million
to $50 million in both assets and liabilities.
Judge Janet E. Bostwick presides over the case.
The Debtor tapped Charles R. Bennett, Jr., Esq. at Murphy & King,
PC as legal counsel and Mid-Market Management Group as financial
advisor.
The U.S. Trustee for Region 1 appointed an official committee of
unsecured creditors in this Chapter 11 case. The committee tapped
Dentons Bingham Greenebaum, LLP as its legal counsel.
UNCONDITIONAL LOVE: Seeks to Extend Plan Exclusivity to May 20
--------------------------------------------------------------
Unconditional Love Inc. and affiliates asked the U.S. Bankruptcy
Court for the District to extend their exclusivity periods to file
a plan of reorganization and obtain acceptance thereof to May 20
and July 22, 2024, respectively.
The Debtors explain that since commencing these Chapter 11 Cases,
the sale process required significant effort from the Debtors and
their advisors. Those efforts required multi-party negations with
the Prepetition CIT Secured Parties, Committee, and U.S. Trustee.
Obtaining approval of the Sale and completing the other tasks
attendant to operating during chapter 11, including, but not
limited to, addressing the concerns of the Debtors' creditors and
stakeholders along the way, required the full attention of the
Debtors, their employees, and their professional advisors.
The Debtors claim that given the progress in a short period of
time, the companies submit that the complexity and relatively short
duration of these Chapter 11 Cases warrants the extension of the
Exclusive Periods so that the Debtors may continue to focus their
efforts on negotiating, finalizing, and filing a viable path
forward, including by negotiating with the Committee, regarding an
exit strategy for successfully emerging from these Chapter 11
Cases.
The Debtors assert that an extension of the Exclusive Periods as
requested herein will allow them time to negotiate and finalize a
path forward for these Chapter 11 Cases, while continuing to devote
the necessary resources towards maximizing the value of the
Debtors' estates, including the claims reconciliation process. The
Debtors' current progress in these Chapter 11 Cases and the
remaining tasks justify the requested extension of the Exclusive
Periods.
Co-Counsel to the Debtors:
Edmon L. Morton, Esq.
Matthew B. Lunn, Esq.
Heather P. Smillie, Esq.
YOUNG CONAWAY STARGATT & TAYLOR,
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: emorton@ycst.com
mlunn@ycst.com
hsmillie@ycst.com
-and-
Brian S. Lennon, Esq.
Debra M. Sinclair, Esq.
Erin C. Ryan, Esq.
Jessica D. Graber, Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, New York 10019
Tel: (212) 728-8000
Fax: (212) 728-8111
Email: blennon@willkie.com
dsinclair@willkie.com
eryan@willkie.com
jgraber@willkie.com
About Unconditional Love
Founded in February 2019, Hello Bello is a retailer of baby
necessities, selling products made with plant-based ingredients and
organic botanicals across the baby, family, and wellness markets.
The Company is headquartered in Los Angeles, California, with
manufacturing plants located in the United States, Mexico, Canada,
and China.
On Oct. 23, 2023, Unconditional Love Inc. and its affiliate filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-11759). The Debtors listed
$100 million to $500 million in estimated assets and liabilities.
The petitions were signed by Erica Buxton as chief executive
officer.
Hon. Mary F. Walrath presides over the cases.
The Debtors tapped Young Stargatt & Taylor as Delaware bankruptcy
counsels. Willkie Farr & Gallagher LLP is the Debtors' general
bankruptcy counsel. Emerald Capital Advisors Corp. is the Debtors'
restructuring advisor. Jefferies LLC is the Debtors' investment
banker. Stretto, Inc. is the Debtors' notice, claims, solicitation
and balloting agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 cases
of Unconditional Love, Inc. and its affiliates. Pachulski Stang
Ziehl & Jones LLP as counsel. Hogan Lovells US LLP as counsel.
Force Ten Partners, LLC as financial advisor.
UPHEALTH INC: Stockholders OK $180 Million Sale of Cloudbreak
-------------------------------------------------------------
As previously disclosed in the Form 8-K Report filed by UpHealth,
Inc. with the Securities and Exchange Commission, on November 16,
2023, the Company and its wholly-owned subsidiary, Cloudbreak
Health, LLC, entered into a membership interests purchase agreement
with Forest Buyer, LLC, and an affiliate of GTCR LLC, a leading
private equity firm, pursuant to which the Company has agreed to
sell all of the outstanding equity interests of Cloudbreak and its
wholly-owned subsidiaries to Forest Buyer for $180.0 million in
cash, subject to certain adjustments for closing indebtedness, net
working capital, cash and unpaid transaction expenses related to
the transactions contemplated by the Purchase Agreement.
On February 29, 2024, the Company held a special meeting of its
stockholders for the purpose of approving the Sale pursuant to the
Purchase Agreement. At the Special Meeting, of the 18,671,142
shares of the Company's common stock, par value $0.0001 per share,
that were outstanding and entitled to vote, 10,019,640 shares were
represented, constituting a quorum. The final results for the
matter submitted to a vote of stockholders at the Special Meeting
are as follows:
Proposal No. 1 - The Sale Proposal: The stockholders approved the
Purchase Agreement providing for the Sale of Cloudbreak and the
wholly-owned subsidiaries of Cloudbreak to Forest Buyer, as such
Sale constitutes the sale of substantially all of the assets of the
Company under Delaware law.
No other items were presented for stockholder approval at the
Special Meeting.
The Transactions are expected to close on the date that is the
third business day following the satisfaction or waiver of each of
the conditions to Closing, but in no event prior to March 15, 2024,
unless consented to in writing by the Company and Forest Buyer.
About UpHealth
UpHealth -- https://uphealthinc.com/ -- is a global digital health
company that delivers digital-first technology, infrastructure, and
services to dramatically improve how healthcare is delivered and
managed. The UpHealth platform creates digitally enabled "care
communities" that improve access and achieve better patient
outcomes at lower cost, through digital health solutions and
interoperability tools that serve patients wherever they are, in
their native language. UpHealth's clients include health plans,
healthcare providers and community-based organizations.
US TELEPACIFIC: $331.5MM Bank Debt Trades at 74% Discount
---------------------------------------------------------
Participations in a syndicated loan under which US TelePacific Corp
is a borrower were trading in the secondary market around 25.9
cents-on-the-dollar during the week ended Friday, March 8, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $331.5 million facility is a Pik Term loan that is scheduled to
mature on May 2, 2026. The amount is fully drawn and outstanding.
US TelePacific Corp., doing business as TPx Communications,
provides communications and managed services.
VASO LOGISTICS: Unsecureds to Get Share of Income for 3 Years
-------------------------------------------------------------
Vaso Logistics Inc., filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Subchapter V Plan of Reorganization
dated March 4, 2024.
The Debtor is a family owned and operated freight transport company
which provides freight transport throughout the United States for a
fee.
The Debtor conducts its operations from 15866 Sweet Lemon Way,
Winter Garden, Florida 34787. The Debtor is wholly owned by Mr.
Valentin Sorbala who is the Debtor's sole Director and
shareholder.
The Debtor begin facing insolvency related issues. The merchant
cash advance companies recently began pre-judgment garnishment
actions against the Debtor as well as non-debtors including but not
limited to Mr. Sorbala. Thus, Debtor filed the instant case to
preserve the going concern value of its business operations, to
restructure its debt obligations, and ultimately allow for a
successful reorganization for all stakeholders.
Class 22 consists of all Allowed General Unsecured Claims against
the Debtor. Class 22 specifically includes the deficiency claims
(subject to objection) of Continental Bank, Wells Fargo Equipment
Finance, Funding, Inc., Advantage Leasing, Banc of America Leasing
and Capital, LLC, Firestone Financial, U.S. Bank, N.A., and any
other equipment provider Debtor has entered an Agreed Order with.
Creditors in Classes 1 through 21 shall not have a deficiency claim
in Class 22, unless specifically provided in this Plan or
otherwise.
In full satisfaction of the Allowed Class 22 General Unsecured
Claims, Holders of Class 22 Claims shall receive a pro rata share
of Debtor's projected Disposable Income for 3 years following the
Effective Date. The first distribution will occur one year after
the Effective Date. In addition to the annual distributions, Class
22 Claimholders shall also receive a pro rata share of the net
proceeds recovered from all Causes of Action after payment of
professional fees and costs associated with such collection
efforts, and after Administrative Claims and Priority Claims are
paid in full. The maximum Distribution to Class 22 Claimholders
shall be equal to the total amount of all Allowed Class 22 General
Unsecured Claims. Class 22 is Impaired.
The allowed unsecured claims total $254,844.50.
Class 23 consists of all equity interests in Vaso Logistics, Inc.
Valentin Sorbala is the 100% owner of the Debtor. The Class 23
Interest Holder shall retain his respective Interest in the Debtor,
in the same proportion such Interest were held as of the Petition
Date. Class 23 is Unimpaired.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations. It is anticipated the Debtor's post-confirmation
business will mainly involve continued operation of its freight
hailing, the income from which will be committed to make the Plan
Payments.
A full-text copy of the Subchapter V Plan dated March 4, 2024 is
available at https://urlcurt.com/u?l=W9HVzr from PacerMonitor.com
at no charge.
Debtor's Counsel:
Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
About Vaso Logistics
Vaso Logistics, Inc., is a family owned and operated freight
transport company which providesfreight transport throughout the
United States for a fee.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05095) on December 4,
2023. In the petition signed by Valentin Sorbala, director, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP, is the
Debtor's legal 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 March 5, 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.
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.
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").
On March 1, 2024, the Bankruptcy Court entered an order (the
"Omnibus 9019 Order"), pursuant to Bankruptcy Rule 9019, approving
the Stipulation Resolving Claims Among and Between the Debtors, the
Buyer Entities, and the Antenna Entities (the "Antenna
Stipulation") by and among the Debtors, the Purchaser (together
with its affiliates and indirect subsidiaries), and Antenna Group
B.V., Antenna TV S.A., and Antenna Internet Ventures B.V.
(collectively, the "Antenna Entities") and Vice Antenna B.V. (the
"Joint Venture"), which, among other things, implements the wind
down of the Debtors' interest in the non-debtor Joint Venture with
the Antenna Entities, and the Debtors' conveyance of its 51%
interest in such Joint Venture to the Antenna Entities, in exchange
for the payment of EUR937,875 pursuant a deed of transfer and the
exchange of mutual releases among the Debtors, the Purchaser and
the Antenna Entities.
The Bankruptcy Court has scheduled the Combined Hearing on April
11, 2024.
To be counted, Ballots must be duly completed, executed, and
actually received by March 29, 2024. Any objections to the adequacy
of the Disclosure Statement or Confirmation of the Plan must be
filed by no later than April 4, 2024 at 4:00 p.m.
A full-text copy of the Disclosure Statement dated March 5, 2024 is
available at https://urlcurt.com/u?l=jJ70a6 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.
VIVAKOR INC: Inks Merger Agreement With Empire
----------------------------------------------
Vivakor, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on February 26, 2024, the
Company (the "Parent") entered into an Agreement and Plan of Merger
with Empire Energy Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of the Parent ("Merger Sub"), and Empire
Diversified Energy, Inc., a Delaware corporation ("Empire").
Pursuant to the Merger Agreement, on the Closing Date, subject to
the terms and conditions set forth in the Merger Agreement, Merger
Sub will merge with and into Empire, with Empire surviving the
Merger as a wholly owned subsidiary of the Parent.
As a result of the Merger, all shares of Empire's common stock, par
value $0.00001 per share (the "Empire Common Stock"), on a fully
diluted and as converted basis, shall be converted into and
exchanged for the right to receive an aggregate of 67,200,000
shares (the "Consideration Shares") of the Parent's common stock,
par value $0.001 per share, valued at $1.00 per share of the
Parent's common stock for an aggregate value equal to $67,200,000.
Pursuant to the Merger Agreement, the Parties made customary
representations and warranties for transactions of this type;
provided, that the Parties agreed that each of the Parent and
Empire shall deliver fully completed copies of their respective
disclosure schedules as soon as reasonably practicable, but in no
event later than 14 days following the Execution Date. Both Parties
shall have 60 days from the Execution Date (the "Diligence
Expiration Date") to conduct due diligence review of the other
Party, giving rise to the termination right by either Party until
the Diligence Expiration Date.
Net Cash Minimum
Pursuant to the Merger Agreement, at the Closing, Empire is
required to have a minimum of $2,500,000 of unrestricted net cash
on its books ("Net Minimum Cash"), which Net Minimum Cash shall be
available to the Parent following the Closing.
As promptly as practicable following the date the Net Minimum Cash
is obtained pursuant to the Merger Agreement, but in no event after
the later of the (i) 45th day following the Execution Date and (ii)
10th day following the date the Net Minimum Cash is obtained, so
long as the Parent has received all necessary information from
Empire, the Parent shall file with the U.S. Securities and Exchange
Commission a registration statement on Form S-4 relating to, among
other things, the registration of the Consideration Shares issuable
to the Empire Stockholders pursuant to the Merger Agreement,
including the Proxy Statement portion thereof relating, among other
things, to the approval of the Proposals (as defined below) to be
voted on at the Parent Stockholders Meeting.
Parent Stockholders Meeting
Following the date on which the Registration Statement is declared
effective by the SEC pursuant to the Securities Act of 1933, as
amended, and after reasonable consultation with Empire, the Parent
shall establish the record date, and duly call, give notice of,
convene and hold the a special meeting of the stockholders of the
Parent (the "Parent Stockholders Meeting") in accordance with
Nevada law (and in any event within 10 Business Days after the date
of effectiveness of the Registration Statement, unless otherwise
required by applicable Laws). At such Parent Stockholders Meeting,
the Parent's board of directors is to recommend that the Parent
Stockholders approve and adopt the following proposals (the
"Proposals"): (i) the Merger Agreement, the Merger, the Ancillary
Agreements and the Transactions; (ii) for purposes of complying
with Nasdaq listing Rule 5635(a), (b) and (d), the issuance of the
Consideration Shares to the Empire Stockholders as contemplated in
the Merger Agreement; (iii) the adjournment of such Parent
Stockholders Meeting as permitted by Section 5.08 of the Merger
Agreement; and (iv) any other proposal or proposals that the Parent
reasonably deems necessary or desirable to consummate the
transactions contemplated by the Merger Agreement (collectively,
the "Parent Board Recommendations").
Board of Directors and Officers
Upon the Closing, (i) the number of members of the Board shall be
fixed at seven, and (ii) the members of the Board shall be (A)
James Ballengee, who shall serve as Chairman, (B) three (3) members
to be chosen by Empire, (C) two (2) members to be chosen by the
Parent, and (D) one (1) member to be chosen by both the Parent and
Empire. At least four (4) of the individuals identified in (B),
(C), and (D) shall qualify as independent directors under the rules
of the Nasdaq Stock Market LLC. If any individual identified in (B)
of the foregoing clause (ii) is unable or unwilling to serve in
such capacity, Empire may choose a successor but not less than five
(5) days in advance of the Closing or such earlier period as may be
required by disclosure requirements under applicable Law. If any
individual identified in (C) of the foregoing clause (ii) is unable
or unwilling to serve in such capacity, the Parent may choose a
successor but not less than five days in advance of the Closing or
such earlier period as may be required by disclosure requirements
under applicable Law.
From and after the Effective Time, James Ballengee shall continue
to serve as the Parent's Chief Executive Officer until the earlier
of the Board's appointment of a successor or Mr. Ballengee's death,
resignation, termination or removal.
Conditions to Each Party's Obligations to Consummate the
Transactions
The respective obligation of each Party to effect, or cause to be
effected, the Transactions, including the Merger, is subject to the
satisfaction on or before the Closing Date of each of the following
conditions, unless waived in writing by each of Parent and the
Parent: (a) the Parent Board Recommendations have been approved by
the required Parent Stockholders at the Parent Stockholders
Meeting; (b) the Merger Agreement and the Merger shall have been
duly adopted by the required Empire Stockholders; (c) the
Registration Statement shall have become effective; (d) the Parties
shall have received all approvals with any Governmental Authority
necessary to consummate the Transactions, including, but not
limited to, the expiration or termination of the waiting period
under the HSR Act, if applicable; (e) there shall not have been
enacted, promulgated or made effective after the Execution Date any
Law or Orders by a Governmental Authority of competent jurisdiction
that enjoins or otherwise prohibits or makes illegal, or any Legal
Action by any Governmental Authority seeking to enjoin or prohibit
or make illegal, consummation of the Transactions and there shall
not be in effect any injunction (whether temporary, preliminary or
permanent) by any Governmental Authority of competent jurisdiction
that enjoins or otherwise prohibits consummation of the
Transactions; (f) the Parent shall have obtained a Fairness Opinion
concluding that the Merger and the related Transactions are fair to
the Parent Stockholders from a financial point of view; (g) the
executed Lock-Up Agreement has been delivered to the Parent; (h)
the Lock-Up Extension has been delivered to Empire; and (i) all of
the Convertible Securities of Empire have been exercised, converted
or exchanged for Empire Common Stock and the Parties shall have
mutually agreed as to the treatment of warrants exercisable for
shares of Empire Common Stock at Closing provided that if the
Empire Warrants have been terminated or exercised into Empire
Common Stock prior to the Closing, this condition shall have been
deemed satisfied.
A full-text copy of the Company's Form 8-K is available at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1450704/000182912624001257/vivakor_8k.htm
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.
WATER GREMLIN: Seeks to Extend Plan Exclusivity to May 24
---------------------------------------------------------
Water Gremlin Company and affiliates asked the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusivity
periods to file a plan of reorganization and obtain acceptance
thereof to May 24 and August 22, 2024, respectively.
The Debtors explain that the complexity of their chapter 11 cases
warrant an extension of the Exclusivity Periods. The multitude of
tort claims, the involvement of governmental regulators relating to
past TCE emissions, the various sales of the Debtors' assets to
multiple buyers, and the myriad of reporting obligations with
respect to local, state, and federal regulatory agencies that the
Debtors continue to comply with lends to the complexity of these
Chapter 11 Cases.
The Debtors claim that they have obtained post-petition financing,
engaged in comprehensive marketing to maximize the value of their
estates, obtained a stalking horse bidder for the Holdings' assets,
closed on three sales of the assets of the various Debtor entities,
and set their various bar dates, including the extensive noticing
of such bar dates and proofs of claim submission process. However,
significant work remains.
The Debtors assert that they will continue to engage with their
stakeholders to consummate the sales, to undertake significant
discussions towards a global resolution of more than 90 tort claims
asserted against the Debtors, and to develop a chapter 11 plan of
liquidation based on the outcome of such discussions. Therefore,
the Debtors' substantial progress administering these chapter 11
cases weighs in favor of an extension of the Exclusivity Periods.
Further, the Debtors have paid their post-petition debts in the
ordinary course or as otherwise provided by Court order.
Lastly, the Debtors are not seeking an extension of the Exclusivity
Periods to pressure or prejudice any of their stakeholders. The
Debtors have been diligently moving these chapter 11 cases forward
and these cases have progressed with consultation from the
Committee. Accordingly, the relief requested herein is without
prejudice to the Debtors' creditors and will benefit the Debtors'
estates, their creditors, and all other key parties in interest.
Counsel for the Debtors:
DORSEY & WHITNEY (DELAWARE) LLP
Eric Lopez Schnabel, Esq.
Alessandra Glorioso, Esq.
300 Delaware Avenue, Suite 1010
Wilmington, Delaware 19801
Telephone: (302) 425-7171
Email: schnabel.eric@dorsey.com
glorioso.alessandra@dorsey.com
-and-
Eric Lopez Schnabel, Esq.
Michael Galen, Esq.
Courina Yulisa, Esq.
Laura Goforth, Esq.
Dorsey & Whitney LLP
51 West 52nd Street
New York, NY 10019
Tel: (212) 415-9200
Fax: (212) 953-7201
Email: schnabel.eric@dorsey.com
About Water Gremlin Company
Water Gremlin Company is the world's technological and market
leader in battery terminals. It was founded in 1949 as a
manufacturer of recreational fishing products. In 1970, the Debtor
expanded to battery terminal production. Water Gremlin uses custom
engineering, design, and automation to deliver consistent quality
solutions for industries like automotive, agriculture, commercial
trucking, marine, telecommunications, recreation, and military and
government operations.
Water Gremlin and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11775) on Oct. 27, 2023. At the time of
the filing, Water Gremlin reported $10 million to $50 million in
both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Alessandra Glorioso, Esq., at Dorsey & Whitney
(Delaware) LLP as bankruptcy counsel; Intrepid Investment Bankers,
LLC as investment banker; Riveron RTS, LLC as financial advisor.
Kekst CNC and Padilla provide public relations services to the
Debtors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Norman Pernick, Esq.
WATERVILLE REDEVELOPMENT: Subchapter V Trustee Named
----------------------------------------------------
The U.S. Trustee for Region 1 appointed Tanya Sambatakos, Esq., at
Molleur Law Office as Subchapter V trustee for Waterville
Redevelopment Company IV, LLC.
Ms. Sambatakos will be paid an hourly fee of $360 for her services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Sambatakos declared that she is a disinterested person
according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Tanya Sambatakos, Esq.
Molleur Law Office
190 Main Street, 3rd Floor
Saco, ME 04072
(207) 283-3777
Email: tanya@molleurlaw.com
About Waterville Redevelopment Company IV
Waterville Redevelopment Company IV, LLC is engaged in activities
related to real estate. The company is based in Gardiner, Maine.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Maine Case No. 24-10027) on Feb. 27,
2023, with $1 million to $10 million in both assets and
liabilities. Kevin Mattson, manager, signed the petition.
Judge Peter G. Cary presides over the case.
David C. Johnson, Esq., at Marcus Clegg represents the Debtor as
legal counsel.
WW INTERNATIONAL: S&P Downgrades ICR to 'CCC+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings downgraded New York-based WW International Inc.
to 'CCC+' from 'B-' and lowered its issue-level rating on its
senior secured debt to 'B-' from 'B'. S&P's '2' recovery rating on
the debt is unchanged, indicating its expectation for substantial
recovery (70%-90%; rounded estimate: 70%) in the event of a payment
default.
The negative outlook reflects the possibility that S&P could lower
its rating on WW if it is unable to improve its performance and it
envisions a default occurring in the subsequent 12 months.
WW depends on significant increases in its clinical subscribers and
revenue to improve its profitability.
The company has shifted strategy multiple times over the past
several years to address its declining demand and retention rates.
Most recently, it acquired Sequence--a clinical telehealth
platform--to supplement its core Weight Watchers behavioral
offering by providing certain customers with access to GLP-1 drugs.
In 2023, WW's S&P Global Ratings-adjusted EBITDA declined to about
$115 million, from $206 million in 2022, which resulted in S&P
Global Ratings-adjusted leverage of around 13.2x and S&P Global
Ratings-adjusted EBITDA interest coverage of about 1.1x. S&P said,
"The company's performance was weaker than we expected due to an
unfavorable shift in its sales mix (toward digital and away from
workshop), increased promotional spending, and
higher-than-anticipated restructuring costs. Additionally, we
believe the clinical business generated an operating loss in 2023
due to modest subscriber levels and a decline in its gross margin
to the 30% range from 40% prior to the acquisition. This segment's
gross margin is significantly below the reported 60% margin of its
base business."
S&P said, "Our forecast assumes WW will continue to discount its
digital and workshop membership fees in 2024 to extend its average
tenor per subscriber. We believe this reflects, in part,
management's strategy to sustain behavioral membership levels while
converting some members to clinical subscribers. The success of
this plan will depend on a material increase in the supply of GLP-1
drugs and WW's ability to profitably capture share in this highly
competitive market. We believe any improvement in the company's
consolidated profitability will stem from an expansion in its
clinical segment, given the sustained weakness in its core (digital
and workshop) business due to increased competition. Because of the
risks inherent in ramping up the clinical business, we do not
anticipate WW will materially improve its credit measures until
after 2024. Additionally, the lack of visibility into its potential
clinical profits constrains our analysis because it may continue to
generate weak profitability even if it increases its clinical
subscriber rolls at a faster-than-expected pace. In 2024, we
forecast only a modest improvement in WW's S&P Global
Ratings-adjusted credit metrics relative to the unsustainable
levels it reported in 2023."
Emerging risks and unforeseen developments may preclude the
expansion of the company's clinical business.
S&P said, "Our forecast assumes supply chains improve somewhat in
the second half of 2024 and WW more than double its clinical
subscriber rolls relative to its modest levels in 2023. We also
expect the company will use targeted marketing tactics to convert
its existing members to clinical subscribers. However, we believe
the weight-loss market has become increasingly fragmented over the
past several months, given that the majority of the company's
competitors can now also provide qualified customers with GLP-1
prescriptions. This may lead to further supply shortages and a
weaker-than-expected expansion in its clinical business if access
to the drugs becomes challenging, such as in 2023. Additionally,
compounded GLP-1s have risen in popularity as an alternative due to
supply shortages. We believe consumers have sought out these
substitute products because they offer acceptable weight loss
results at a much lower cost than branded products. However, the
FDA has expressed its concerns about potentially higher safety
risks. The presence of compounders is a material headwind, at least
over the next year, due to WW's clear statement that it will not
prescribe compounded drugs. Further, Eli Lilly's Lilly Direct
initiative, which we believed is designed to facilitate consumer
access to telehealth providers, poses a competitive threat to the
company's Weight Watchers Clinic.
"Importantly, we believe the length of time that consumers use
GLP-1 medications and, in turn, services like those provided by WW,
is less than a year. Therefore, we believe it will take time for
the company to realize significant profitability gains, given the
risks associated with its clinical business and the
underperformance of its core business.
"We do not anticipate a near-term payment default, though we
believe the company's liquidity could tighten if its profitability
weakens further.
"We forecast modestly positive free operating cash flow (FOCF) in
2024. After cash outflows related to restructuring negatively
affected WW's FOCF in 2023, we expect its working capital will be a
tailwind and forecast only modest cash outflows for
normal-course-of-business accounts payable in 2024 and no further
restructurings. Further, we expect the company's 2024 capital
expenditure (capex; mainly for capitalized software costs) will be
about $10 million lower than in 2023 and remain below $30 million
per year thereafter. WW can draw on up to $61 million from its
revolver before it breaches the facility's springing covenant. The
company's earliest maturity is its unfunded $175 million revolving
credit facility in 2026, with its ($945 million outstanding) term
loan and $500 million secured notes due in 2028 and 2029,
respectively. Given our expectation it will maintain a liquidity
cushion over the next 12 months, we do not believe a default in the
form of a missed interest payment or covenant breach is likely.
Given the state of WW's business and its low stock and debt trading
prices, we would likely consider any material debt repurchases as
distressed.
"The negative outlook reflects the possibility that we could lower
our rating on WW over the next 12 months."
S&P could lower its rating on WW if it envisions a default
scenario--such as a missed interest payment, distressed exchange,
or covenant violation that precipitates a default--over the
subsequent 12 months. This could occur if:
-- The company's clinical subscriber gains and revenue are
materially lower than S&P assumes;
-- Its improving digital subscribership trends revert; and
-- Cash flow pressures result in the company drawing on its
revolver.
S&P said, "We could lower our rating on WW to 'SD' (selective
default) if it repurchases a material amount of its debt at levels
well below par and we deem the transaction to be a distressed
exchange and not opportunistic.
"We could take a positive rating action on WW if we gain greater
visibility into its ability to profitably expand its clinical
business such that we anticipate it will sustain interest coverage
of more than 1.5x."
[*] Doug Mannal Joins Morrison Foerster's Restructuring Group
-------------------------------------------------------------
Morrison Foerster, a leading global law firm, on March 11 announced
the arrival of Doug Mannal as a partner in the firm's Business
Restructuring + Insolvency Group in the Transactions Department,
based in the New York office. Mr. Mannal brings over 20 years of
experience spanning all aspects of restructuring to the firm, with
a particular focus on representing creditors, including official
committees of unsecured creditors, as well as ad hoc groups of
funds in distressed situations -- both in and out of court. Mr.
Mannal's arrival highlights the continued growth of Morrison
Foerster's market-leading global restructuring capabilities and
team. He is the second restructuring partner to join the firm's New
York office this year, following the arrival of Oksana Lashko, last
month.
Mr. Mannal joins Morrison Foerster from another leading global law
firm, where he was a member of the Financial Restructuring Group in
New York and focused his practice on financial restructuring,
representing a diverse range of clients in complex chapter 11
bankruptcy cases, out-of-court restructurings, and other distressed
situations. Mr. Mannal's clients include ad hoc creditor groups,
creditors' committees, and major secured and unsecured creditors,
as well as distressed borrowers.
"Doug is an accomplished and highly respected bankruptcy lawyer
whose addition, coupled with the recent arrival of Oksana Lashko,
highlights the continued strategic expansion of our premier global
restructuring capabilities and team," said Lorenzo Marinuzzi,
co-chair of Morrison Foerster's Business Restructuring + Insolvency
Group. "Doug's presence will not only greatly benefit our new and
existing clients, but also puts us in a prime position to pursue
additional opportunities in an increasingly robust restructuring
market."
Over the span of his career, Mannal has led numerous
representations of creditors in high-profile chapter 11 cases. On
behalf of creditors, he has designed, implemented, and negotiated
numerous litigation-focused strategies aimed at maximizing creditor
recoveries. On the debtor side, he has counseled distressed
businesses in navigating the complex legal, financial, and
operational issues that arise in complex debt restructurings.
Some of Mr. Mannal's representative matters include representing
the official committee of unsecured creditors in connection with
the successful chapter 11 restructurings of one of the world's
leading providers of helicopter transportation to energy customers;
a company engaged in hydrocarbon exploration in California; an
independent natural gas-weighted exploration company; the largest
commercial helicopter service provider primarily servicing the oil
and gas industry; an American telecommunications company; a real
estate investment trust; and a premier sales organization in
California for manufacturers of test instruments, as well as
representing investors in the successful chapter 11 restructuring
of an operator of more than 200 radio stations around the United
States; a holding company that provides insurance services and
acquires life insurance policies in the secondary market; an
American publishing company based in Sacramento, California; a
lifestyle brand offering shoes and accessories; and a New
York-based fashion apparel company.
"Morrison Foerster is an exceptional firm with a standout
restructuring team and a premier global platform," said Mr. Mannal.
"I am excited to work with my new colleagues on the ground in New
York and across the firm, to help deliver creative and practical
commercial advice to clients on their most complex matters and
transactions."
Prior to his most recent firm, Mr. Mannal spent more than 16 years
at another prominent international law firm, where he helped build
a well-regarded bankruptcy practice. Earlier in his career, he
spent four years at another New York-based law firm, and prior to
that served as a law clerk to the Honorable Conrad B. Duberstein.
Mr. Mannal is considered a leading bankruptcy and restructuring
lawyer who has been consistently ranked in Chambers USA for his
exceptional legal work over the last 10 years. Additionally, he has
secured awards and recognition in Turnarounds and Workouts, Law360,
and Law Dragon.
Mr. Mannal earned his B.A. from Lafayette College and his J.D. from
Brooklyn Law School. He is admitted to practice in New York.
About Morrison Foerster
Morrison Foerster -- http://www.mofo.com-- is a global law firm
with clients that include some of the largest financial
institutions, banks, consulting and accounting firms, and Fortune
100, technology, and life sciences companies. Highlighting the
firm's commitment to client service, leadership in market-changing
deals and impact litigation, and values-based culture, Morrison
Foerster has been named to The American Lawyer's A-List for 20 of
the ranking's 21 years. Year after year, the firm receives
significant recognition from Chambers and The Legal 500 across
their various guides, including Global, USA, Asia Pacific, Europe,
UK, Latin America, and FinTech Legal. The firm has achieved
Mansfield Certification Plus since 2018 as a result of having at
least 30 percent women, minority, LGBTQ+, and lawyers with
disabilities representation across notable leadership roles and
within the partnership. In addition, the firm was selected as the
"Outstanding Firm for Diversity & Inclusion" as part of the
Chambers Diversity & Inclusion Awards: USA 2023. Morrison Foerster
also has a long history of commitment to the community and society
through providing pro bono legal services, including litigating for
civil rights and civil liberties, improving public education and
fostering the wellbeing of children, advocating for veterans,
promoting international human rights, enforcing the right to
asylum, and safeguarding the environment.
[] BYU Law to Host Inaugural Winter Bankruptcy Conference in March
------------------------------------------------------------------
BYU Law on March 6 announced two corresponding events in March
hosted by its Global Business Law Program, a global platform for
research and policy development. The 2024 BYU Law Winter Deals
Conference, an annual event convening leading researchers to
discuss the modern global economy's most pressing legal issues,
will be held on March 14-15. The inaugural Winter Bankruptcy
Conference, co-hosted with the University of Chicago Center on Law
and Finance, will take place March 12-14 and will bring together
leading scholars, judges, and practitioners to present cutting-edge
research on bankruptcy, reorganization, and distressed debt. Both
events will be held in Park City, Utah.
2024 Winter Deals Conference
Focusing on "New Ideas for Modern Markets' Most Difficult
Challenges," BYU Law School's Winter Deals Conference brings
leading scholars, policymakers and practitioners together to
discuss state of the art research on the legal institutions
supporting contemporary markets.
"The Winter Deals Conference is a venue for cutting edge insight on
a variety of important markets and topics, including M&A, private
equity and venture capital, corporate and sovereign debt,
transaction design, corporate governance and securities
regulation," said William Clayton, BYU Law Professor and one of the
Winter Deals Conference organizers. "This conference has grown in
size and scope each year, and we are thrilled to create a gathering
place for leading academics and market participants to have these
important conversations."
Vice Chancellor Morgan Zurn of the Delaware Court of Chancery will
deliver the keynote. The Court of Chancery is the leading
adjudicator of corporate governance disputes in the United States,
and its decisions inform corporate policy around the world. A
former Master in Chancery, Deputy Attorney General at the Delaware
Department of Justice, and litigator at Morris Nichols, Vice
Chancellor Zurn joined the court in 2018 and has distinguished
herself as one of the most thoughtful leaders in corporate law and
policy.
The Deals Conference will also include plenary panels on Bankruptcy
Courts and the Delaware Chancery, and Teaching Deals and M&A
Classes, as well as a series of scholarly panel discussions
covering more than 50 academic papers.
Special thanks to 2024 Winter Deals Conference sponsors Potter
Anderson; Wilson, Sonsini, Goodrich & Rosati; The Brattle Group;
and Robbins Geller Rudman & Dowd LLP.
For more information, visit
https://winterdeals.byu.edu/2024-conference/.
Inaugural Winter Bankruptcy Conference
The 2024 Winter Bankruptcy Conference will feature insightful
discussion and innovative research on the orderly reorganization of
debt, including developments within the law and financial systems
worldwide. This conference will overlap one day with the 6th Annual
Winter Business Deals Conference at Westgate in Park City, Utah.
The restructuring industry has historically been dominated by men,
but several prominent female attorneys have left an indelible mark
on the law. The keynote address, "Women Leaders in the
Restructuring Field," will be offered by a shared panel of
bankruptcy professionals who will discuss their experiences in
shaping bankruptcy law and policy.
The agenda will also include plenary panels on Mass Tort and
Cryptocurrency, in addition to five academic panels and two panel
discussions featuring bankruptcy judges.
"We are delighted to be hosting so much of the top talent in the
field of bankruptcy," said BYU Law Professor Brook Gotberg, who is
co-organizing the Bankruptcy Conference with Anthony J. Casey,
professor at University of Chicago Law. "We look forward to robust
discussion on many of the most pressing issues in bankruptcy law
today."
Special thanks to inaugural Winter Bankruptcy Conference sponsors
The Brattle Group, Brown Rudnick LLP, Kirkland & Ellis LLP, Ropes &
Gray LLP, and Cooley.
For more information, visit
https://winterbankruptcy.byu.edu/2024-conference/.
About BYU Law School
Founded in 1971 with its inaugural class in 1973, the J. Reuben
Clark Law School (BYU Law) has grown into one of the nation's
leading law schools -- recognized for innovative research and
teaching in social change, transactional design, entrepreneurship,
corpus linguistics, criminal justice and religious freedom. The Law
School has more than 7,000 alumni serving in communities around the
world. BYU Law is consistently ranked by National Jurist as one of
the best-value law schools in the country. BYU Law is also one of
only six law schools to receive Bloomberg Law School Innovation
recognition. BYU Law seeks to "develop people of integrity who
combine faith and intellect in lifelong service to God and
neighbor." For more information, visit https://law.byu.edu.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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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