/raid1/www/Hosts/bankrupt/TCR_Public/240717.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, July 17, 2024, Vol. 28, No. 198
Headlines
175 NASSAU ROAD: Case Summary & Eight Unsecured Creditors
360 GLOBAL: M. Douglas Flahaut Named Subchapter V Trustee
ACPRODUCTS HOLDINGS: $1.40BB Bank Debt Trades at 19% Discount
AEGIS TOXICOLOGY: $300MM Bank Debt Trades at 17% Discount
ALLEN MEDIA: $870MM Bank Debt Trades at 28% Discount
AMERICAN HOME: Unsecured Creditors to Split $27K over 3 Years
ASP ACUREN: S&P Assigns 'B' Issuer Credit Rating, Outlook Positive
ASP LS ACQUISITION: $1.38BB Bank Debt Trades at 16% Discount
ASTRA ACQUISITION: $500MM Bank Debt Trades at 82% Discount
AT HOME GROUP: $600MM Bank Debt Trades at 51% Discount
ATLAS PURCHASER: $610MM Bank Debt Trades at 40% Discount
BARRIO DOGG: Claims to be Paid From Available Cash and Income
BELLWETHER INC: Leon Jones Named Subchapter V Trustee
BHAVI HOSPITALITY: Unsecureds Will Get 100% over 60 Months
BUSINESS MY WAY: Leon Jones Named Subchapter V Trustee
CAREERBUILDER LLC: S&P Places 'CCC-' ICR on CreditWatch Developing
CARLOS A. ROJAS: Unsecureds Will Get 1.78% of Claims in Plan
CARVANA CO: T. Rowe Price Holds 10.3% Equity Stake as of June 30
CASTLE US HOLDING: $295MM Bank Debt Trades at 44% Discount
CASTLE US HOLDING: EUR500MM Bank Debt Trades at 39% Discount
CELSIUS NETWORK: Bronge's Plan Appeal Dismissed as Equitably Moot
CHISHOLM OIL: Gold Star Dispute Won't Proceed to Mediation
CMG HOLDINGS: Posts $73,614 Net Loss in Q1 2024
COACH USA: Assures Ongoing Service Amid Chapter 11 Proceedings
CSC HOLDINGS: $2.50BB Bank Debt Trades at 16% Discount
CUBIC CORP: $300MM Bank Debt Trades at 25% Discount
DATABASEUSA.COM LLC: Appointment of Chapter 11 Examiner Sought
DEL MONTE: $725MM Bank Debt Trades at 24% Discount
DELTA 9: Initiates CCAA Proceedings, Partners with FIKA
DIOCESE OF ALBANY: Plan Exclusivity Period Extended to September 5
DMG PRACTICE: S&P Affirms 'B-' Issuer Credit Rating, Outlook Neg.
DYNATA LLC: Exits Chapter 11, Reduces Debt to $780 Million
EASTSIDE DISTILLING: Geoffrey Gwin Named CEO Under Employment Deal
ENVIVA INC: Seeks to Extend Plan Exclusivity to November 7
ESCAMBIA OPERATING: Seeks to Sell Equipment to Myron for $325,000
ESCAMBIA OPERATING: Seeks to Sell Rig Equipment to RLB for $225,000
EXACTECH INC: $235MM Bank Debt Trades at 75% Discount
FAUXGENET HOLDINGS: M. Aaron Spencer Named Subchapter V Trustee
FINANCE OF AMERICA: Fitch Lowers LongTerm IDR to 'C'
FINTHRIVE SOFTWARE: $1.44BB Bank Debt Trades at 24% Discount
FIRST GUARANTY: PIMCO Case Won't Proceed to Mediation
FOUNDEVER WORLDWIDE: $1.40BB Bank Debt Trades at 25% Discount
FRANCHISE GROUP: $1BB Bank Debt Trades at 31% Discount
FRANCHISE GROUP: $300MM Bank Debt Trades at 33% Discount
GALAXY US: $969MM Bank Debt Trades at 24% Discount
GENESIS TREE: Jerrett McConnell Named Subchapter V Trustee
GLOBAL BUSINESS: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
GOTO GROUP: $958.9MM Bank Debt Trades at 50% Discount
HAWAIIAN HOLDINGS: Reports Early Exchange Results for Senior Notes
HEATHERWOOD CONDOMINIUM: Exclusivity Period Extended to Nov. 14
HO WAN KWOK: Trustee Wins Summary Judgment in Adversary Case
HOLLIE RAY: Unsecured Creditors to Split $8K in Plan
HOME MARKETING: Frances Smith Named Subchapter V Trustee
IBIO INC: Approves Equity Awards, Updates Code of Business Conduct
ICAP ENTERPRISES: Seeks to Extend Plan Exclusivity to August 29
IMPERIAL PACIFIC: Creditors' Motion for Relief from Stay Denied
INSOURCE SUPPLIES: Unsecureds Will Get 26.4% over 60 Months
INSPIRED GIFTS: Stephen Moriarty Named Subchapter V Trustee
INTERCEMENT BRASIL: Chapter 15 Case Summary
INTERIOR GAS: Fitch Hikes IDR to 'BB+', Outlook Stable
INTERNATIONAL LAND: Posts $3.7MM Net Income in Q1 2024
INTRUSION INC: Inks $10MM Equity Purchase Deal With Streeterville
JUHN AND STARK: Involuntary Chapter 11 Case Summary
JW'S AT THE MALLARD: Beverly Brister Named Subchapter V Trustee
L1R HB FINANCE: EUR415.5MM Bank Debt Trades at 27% Discount
LA LOBA DE WALL: Unsecureds Will Get 100% of Claims
LAWBER BOWERY: Voluntary Chapter 11 Case Summary
LTI HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B-' ICR
MA-KA-ROHN LLC: Business Operations to Fund Plan Payments
MATRIX PARENT: $160MM Bank Debt Trades at 94% Discount
MDWERKS INC: Financial Strain Raises Going Concern Doubt
MPH ACQUISITION: $1.33BB Bank Debt Trades at 15% Discount
NANTAHALA FOREST: Case Summary & 18 Unsecured Creditors
NATIONAL CINEMEDIA: $270MM Bank Debt Trades at 69% Discount
PEGASO ENERGY: Case Summary & 20 Largest Unsecured Creditors
PRESBYTERIAN RETIREMENT: Fitch Affirms 'BB' IDR, Outlook Stable
RADIATE HOLDCO: $3.42BB Bank Debt Trades at 17% Discount
RYERSON HOLDING: S&P Affirms 'BB-' ICR, Outlook Stable
S&W SEED: Extends Loan Agreement With CIBC Bank to Oct. 31
SANDVINE CORP: $400MM Bank Debt Trades at 86% Discount
SANUWAVE HEALTH: Expects Record Q2 Revenues, Anticipates 50% Growth
SIYATA MOBILE: Samsung's Bob Escalle Named as VP of Public Safety
SMILE KRAFTERS: Leona Mogavero Named Subchapter V Trustee
SMITH FOOD: Linda Leali Named Subchapter V Trustee
SOLUNA HOLDINGS: Issues Corporate and Site Updates
SOUL QUEST: Case Summary & One Unsecured Creditor
SOUND INPATIENT: $215MM Bank Debt Trades at 86% Discount
SPEEDWAY MOTORSPORTS: S&P Upgrades ICR to 'BB+', Outlook Stable
SPIN HOLDCO: $2BB Bank Debt Trades at 17% Discount
SPIRIT AIRLINES: Amends Credit Facility With Citibank, Wilmington
ST. LIZ HOSPICE: No Patient Care Concern, 1st PCO Report Says
STAR HOLDING: S&P Assigns Prelim 'B' Rating on Sr. Secured Notes
TRANSOCEAN LTD: Hayfin Management Holds 5.9% Stake
TRAVELING BY GRACE: Updates Priority Tax Claims Pay; Amends Plan
TROVATO MEDICAL: Gina Klump Named Subchapter V Trustee
TUBULAR SYNERGY: July 22 Deadline Set for Panel Questionnaires
UPHEALTH HOLDINGS: Names Jay Jennings as Acting CEO
VERIFONE SYSTEMS: $2.18BB Bank Debt Trades at 16% Discount
VIAVI SOLUTIONS: S&P Affirms 'BB' ICR, Off CreditWatch Negative
WALSAM 316 BOWERY: Voluntary Chapter 11 Case Summary
WALSAM 316: Voluntary Chapter 11 Case Summary
WALSAM BLEECKER: Voluntary Chapter 11 Case Summary
WEALSHIRE REHAB: U.S. Trustee Appoints Kelly Richards as PCO
WELLPATH HOLDINGS: $110MM Bank Debt Trades at 52% Discount
WILSONART LLC: S&P Rates New $1.06BB Senior Secured Debt 'B+'
WINDSOR HOTEL: Unsecureds Will Get 10% of Claims over 36 Months
WINDTREE THERAPEUTICS: Grosses $200K From Sale of Senior Notes
WOODFIELD RD: Case Summary & Four Unsecured Creditors
WW INTERNATIONAL: $945MM Bank Debt Trades at 61% Discount
WYTEC INTL: Issues 25K Warrants to Director Erica Perez
YATES PROPERTIES: Tamara Miles Ogier Named Subchapter V Trustee
[*] HKA Expands Forensic Accounting Team With New Staff Addition
[*] Jeff Stern Joins BRG's Corporate Finance Practice in N.Y.
[*] Top U.S. Restructuring Advisors Named in H1 2024 Ch. 11 Revenue
*********
175 NASSAU ROAD: Case Summary & Eight Unsecured Creditors
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Debtor: 175 Nassau Road Holding, Inc.
163-175 Nassau Road
Roosevelt, NY 11575
Business Description: 175 Nassau Road is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-72765
Judge: Hon. Robert E Grossman
Debtor's Counsel: Adam P. Wofse, Esq.
LAMONICA HERBST & MANISCALCO, LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
Tel: 516-826-6500
E-mail: awofse@lhmlawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Latasha Smith as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/5Q3IG7Q/175_Nassau_Road_Holding_Inc__nyebke-24-72765__0001.0.pdf?mcid=tGE4TAMA
360 GLOBAL: M. Douglas Flahaut Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 16 appointed M. Douglas Flahaut as
Subchapter V trustee for 360 Global Warehousing and Distribution,
LLC.
Mr. Flahaut will be paid an hourly fee of $680 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Flahaut declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
M. Douglas Flahaut
ArentFox Schiff LLP | Attorneys at Law
Gas Company Tower
555 West Fifth Street, 48th Floor
Los Angeles, California 90013
Telephone: (213) 443-7559
Facsimile: (213) 629-7401
Email: douglas.flahaut@afslaw.com
About 360 Global Warehousing
360 Global Warehousing and Distribution, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif.
Case No. 24-15084) on June 27, 2024, with $50,001 to $100,000 in
assets and $100,001 to $500,000 in liabilities.
Judge Vincent P. Zurzolo presides over the case.
John H. Bauer, Esq., at Financial Relief Legal Advocates Inc.
represents the Debtor as legal counsel.
ACPRODUCTS HOLDINGS: $1.40BB Bank Debt Trades at 19% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which ACProducts Holdings
Inc is a borrower were trading in the secondary market around 81
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.40 billion Term loan facility is scheduled to mature on May
17, 2028. The amount is fully drawn and outstanding.
ACProducts, Inc., headquartered in The Colony, Texas, is a national
manufacturer and distributor of kitchen and bathroom cabinetry.
American Industrial Partners, through its affiliates, is the
primary owner of ACProducts, having acquired it in 2012.
AEGIS TOXICOLOGY: $300MM Bank Debt Trades at 17% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Aegis Toxicology
Sciences Corp is a borrower were trading in the secondary market
around 83.3 cents-on-the-dollar during the week ended Friday, July
12, 2024, according to Bloomberg's Evaluated Pricing service data.
The $300 million Term loan facility is scheduled to mature on May
9, 2025. About $282 million of the loan is withdrawn and
outstanding.
Aegis Toxicology Sciences Corporation, headquartered in Nashville,
TN, is a specialty toxicology laboratory providing services to the
healthcare, sports, workplace and biopharma industries. Aegis
Toxicology Sciences Corporation is privately-owned by affiliates of
financial sponsor ABRY Partners II, LLC (ABRY). Aegis Toxicology
Sciences Corporation generated revenue of approximately $360
million in the last twelve months to March 31, 2023.
ALLEN MEDIA: $870MM Bank Debt Trades at 28% Discount
----------------------------------------------------
Participations in a syndicated loan under which Allen Media LLC is
a borrower were trading in the secondary market around 72
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $870 million Term loan facility is scheduled to mature on
February 10, 2027. About $840.0 million of the loan is withdrawn
and outstanding.
Allen Media LLC operates as a media company. The Company
specializes in video production, photography, senior pictures,
business portraits, graphic design work, photo editing, and
screenplay analysis services.
AMERICAN HOME: Unsecured Creditors to Split $27K over 3 Years
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American Home Fitness Co., L.L.C., filed with the U.S. Bankruptcy
Court for the Eastern District of Michigan a Plan of Reorganization
dated July 1, 2024.
Organized in 2001, the Debtor operates specialty retail locations
across Michigan specializing in the sale of home fitness equipment.
The Debtor is dedicated to providing families with quality fitness
equipment to enhance each customer's lifestyle and health. The
Debtor is owned by Eric and Kelly Swanson, and employs qualified
sales representatives and administrative support staff who are
dedicated to customers and the Debtor's business.
The Debtor filed this bankruptcy to reorganize its financial
affairs to better meet market demand in the current retail
environment. The Debtor is confident in its ability to emerge from
its reorganization as a stronger, more efficient, operation while
furthering its mission of providing customers with quality home
fitness equipment and achieving their health and fitness goals.
The Debtor proposes this Plan for the resolution of outstanding
claims against and interest in the Debtor pursuant to the
Bankruptcy Code.
Class II consists of the Holders of Allowed Unsecured Claims
against the Debtor. Neither pre-confirmation interest nor post
confirmation interest on Allowed Class II Claims will be paid. A
Creditor in this Class shall receive a pro rata distribution
incident to its Allowed Unsecured Claim based on 1 payment each
year in the amount of $9,000.00 per payment for 3 years, for a
total of $27,000.00. The first payment shall be due on or before
February 20, 2025. Such payments shall continue to be made on
February 20th of 2026 and 2027 until the earlier occurs of (i) the
respective Claim is paid in full; or (ii) February 20, 2027. This
Class is Impaired.
Class III shall consist of the Interests of the Debtor. Holders of
the Interests shall retain their interests in the Debtor and
Reorganized Debtor in the same manner as percentage upon
confirmation of the Plan. This Class is Unimpaired.
On the Effective Date, all of the Debtor's rights, titles, and
interests in and to all of its property shall revest in the
Reorganized Debtor free and clear of any claims or interests,
including liens, except as expressly provided in this Plan. The
Debtor shall be discharged from its status as debtor and its
affairs and business shall be thereafter conducted by the
Reorganized Debtor without Court supervision, except as may be
governed by this Plan.
A full-text copy of the Plan of Reorganization dated July 1, 2024
is available at https://urlcurt.com/u?l=jMDNXd from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Charles D. Bullock, Esq.
Elliot G. Crowder, Esq.
STEVENSON & BULLOCK, PLC
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7907
Email: cbullock@sbplclaw.com
Email: ecrowder@sbplclaw.com
About American Home Fitness
Organized in 2001, American Home Fitness Co. LLC operates specialty
retail locations across Michigan specializing in the sale of home
fitness equipment. It is dedicated to providing families with
quality fitness equipment to enhance each customer's lifestyle and
health.
American Home Fitness filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-43240) on
April 2, 2024, with $1 million to $10 million in assets and
$100,000 to $500,000 in liabilities. Eric R. Swanson, president,
signed the petition.
Judge Maria L. Oxholm presides over the case.
Charles D. Bullock, Esq. at Stevenson & Bullock, P.L.C., is the
Debtor's legal counsel.
ASP ACUREN: S&P Assigns 'B' Issuer Credit Rating, Outlook Positive
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to ASP
Acuren Holdings with positive outlook. At the same time, S&P
assigned its 'B' issue-level rating and '3' recovery rating to the
proposed first-lien term loan. The '3' recovery rating indicates
its expectation of meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a payment default.
S&P said, "The positive rating outlook on Acuren reflects our
expectation for stronger credit metrics with debt to EBITDA
approaching 4x and free operating cash flow (FOCF) to debt around
10% in 2025. It also reflects our belief the company will maintain
good profitability with above-average EBITDA margins between 15%
and 16% over the next 12 months, driven by stable operating
performance and contribution from acquisitions.
"We expect leverage will continue to decline from 4.7x pro forma
for the proposed transaction. Following the transaction, we expect
pro forma debt leverage at transaction close will increase to about
4.7x based on S&P Global Ratings-adjusted last 12 months (LTM)
ended March 2023 EBITDA from 4.4x as of December 2023. Admiral has
raised about $560 million public equity to fund the acquisition
together with the proposed term loan and common equity investment
by Mariposa Capital Management LLC, the Franklin family, and other
institutional investors who intend to hold the investment for a
long term. Therefore, we expect company will pursue a more
conservative financial policy since becoming publicly traded and
shedding financial-sponsor majority control. The company seeks to
deleverage and has a public target leverage of 2.5x (about 3.5x on
a S&P Global-adjusted basis).
"We expect its adjusted EBITDA margins will improve to the 15.5%-16
% range in 2025, which we view as strong relative to its peer group
including Brand Industrial Services Inc. and Brock Holdings III
LLC. Higher estimated EBITDA and margins mainly reflects a more
favorable product mix from getting exposure to higher margin end
markets, and the roll-off of transaction-related expenses to be
incurred this year. We project adjusted debt-to-EBITDA will
approach 4x next year.
"We expect Acuren will sustain solid FOCF generation and maintain
adequate liquidity through 2025. We anticipate Acuren will generate
solid free cash flow this year aided by earnings growth and
relatively low capital expenditure (capex) requirements and neutral
to slightly negative working capital requirements. We believe its
internally generated cash flow and new $75 million revolver
provides adequate liquidity to fund growth and cover maintenance
capital spending and potential working capital swings. The company
has no debt maturities until its new term loan matures in 2031.
"Our rating continues to reflect Acuren's position as a leading
provider of asset integrity testing and inspection in North
America. Acuren generated total revenue and S&P Global
Ratings-adjusted EBITDA of $1.053 billion and $170.6 million as of
March 2024 on an LTM basis. We expect expansion of its rope access
solutions and its presence in energy transition markets such as
wind, liquefied natural gas (LNG), renewable fuel, hydrogen, and
carbon capture present solid opportunities for the company's
organic growth, which will be supplemented by contribution from
acquisitions. With 14 acquisitions since 2019, expansion through
acquisitions have been a key part of Acuren's strategy. Its recent
acquisitions have been funded with a combination of internally
generated cash flow and draw from its revolver. We expect the
company will remain acquisitive going forward and will be largely
focused on adding scale, expanding geographic reach within core
service offerings, and entering into adjacent Testing, Inspection,
Certification and Compliance ("TICC") markets. We assume the
company will spend between $50 million and $60 million on
acquisitions annually over the next couple of years, which will
likely be funded with cash flow from operations and borrowings
under its new $75 million revolving credit facility.
"The positive rating outlook on Acuren reflects our expectation for
continued deleveraging with debt to EBITDA approaching 4x and FOCF
to debt around 10% through 2025. It also reflects our belief the
company will maintain good profitability with above-average EBITDA
margins between 15% and 16% over the next 12 months, driven by
stable operating performance and contribution from acquisitions.
"We could return the outlook to stable within the next 12 months if
debt to EBITDA increased toward 5x or if FOCF to debt approached
the mid-single-digit percent area."
This could occur if:
-- EBITDA margins deteriorated substantially beyond expectations,
to low-teens percentages on a sustained basis perhaps if market
conditions in its refinery and chemical business end markets
deteriorated; or
-- The company pursued large debt-financed acquisitions or
dividend distributions, significantly increasing debt balances.
S&P said, "We could raise the rating if we expect the company's
adjusted debt-to-EBITDA to approach 4x on a sustained basis, along
with FOCF to debt consistently at about 10%. In this scenario, we
would expect steady improvement in EBITDA and margin, and
relatively stable debt levels supported by continuing free cash
flow generation."
ASP LS ACQUISITION: $1.38BB Bank Debt Trades at 16% Discount
------------------------------------------------------------
Participations in a syndicated loan under which ASP LS Acquisition
Corp is a borrower were trading in the secondary market around 84.1
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.38 billion Term loan facility is scheduled to mature on May
8, 2028. The amount is fully drawn and outstanding.
ASP LS Acquisition Corp. was formed to effectuate the acquisition
of Laser Ship, Inc. by the private equity firm American Securities
LLC.
ASTRA ACQUISITION: $500MM Bank Debt Trades at 82% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Astra Acquisition
Corp is a borrower were trading in the secondary market around 17.6
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $500 million Term loan facility is scheduled to mature on
October 25, 2029. The amount is fully drawn and outstanding.
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
AT HOME GROUP: $600MM Bank Debt Trades at 51% Discount
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Participations in a syndicated loan under which At Home Group Inc
is a borrower were trading in the secondary market around 48.9
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $600 million Term loan facility is scheduled to mature on July
24, 2028. The amount is fully drawn and outstanding.
At Home Group Inc. owns and operates home decor stores. The Company
offers furniture, home furnishings, wall decor and decorative
accents, rugs, and housewares.
ATLAS PURCHASER: $610MM Bank Debt Trades at 40% Discount
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Participations in a syndicated loan under which Atlas Purchaser
Inc. is a borrower were trading in the secondary market around 60.4
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $610 million Term loan facility is scheduled to mature on May
18, 2028. The amount is fully drawn and outstanding.
Atlas Purchaser, Inc., which does business as Alvaria, Inc.,
acquired the assets of Aspect Software in a leveraged buyout in
2021. Aspect is a provider of call center software and solution.
BARRIO DOGG: Claims to be Paid From Available Cash and Income
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Barrio Dogg, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of California a Plan of Reorganization for Small
Business dated July 1, 2024.
Barrio Dogg, LLC ("BD") is a California limited liability company
that was formed in 2017.
BD operates two restaurants serving Chicano comfort food, located
at (1) 2234 Logan Avenue, San Diego, CA 92113 ("San Diego
Property"), and (2) Petco Park (which is serviced from Debtor's
catering kitchen at 665 H Street, Suites A and G, Chula Vista, CA
91910 ("Chula Vista Property")).
Barrio Restaurant Group, LLC ("BRG") is a Texas limited liability
company that was formed in February 2022. BRG operates a similar
restaurant located at 620 S. Presa, San Antonio, TX 78210 ("San
Antonio Property"), and which held its grand opening on March 15,
2024.
BD and BRG share common ownership. Both companies have four
managing members, Pablo Rios and Margarita Georgieva (married), and
Ernesto Gastelum and Laiza Saldana (married). Each member owns a
25% membership interest in BD and BRG.
On April 1, 2024, Yes Capital levied the accounts of BD and BRG at
PNC Bank. An administrative freeze was placed on BD's and BRG's
accounts in an amount double (approximately $92,284) of the
underlying judgment ($46,142). As a result, the balances in BD's
and BRG's accounts were negative, leaving both companies without
access to any funds in their accounts. These freezes were resolved
within the first two weeks of the bankruptcy cases.
This Plan has a 60-month term which ends on September 30, 2029.
Over this term, the Debtor will have $556,900.00 in projected
disposable income. Under the Plan, the Debtor proposes to pay
$557,819.76 to creditors.
This Plan of Reorganization proposes to pay creditors of the Debtor
from disposable operating income from normal business operations.
Overall, the Plan will pay a 34% distribution on all claims
(approximately $1,629,616.61).
The Plan provides for the payment of administrative expense claims
($60,000 estimated) and priority claims (Class 1) in full. The Plan
provides for the payment in full of all secured claims, including
the SBA (Class 2(a)), Ally Financial (Classes 2(b)-(c)), and the
Equipment Lenders (Classes 2(d)-(h)). The Plan provides for pro
rata payments to general unsecured creditors (Class 3) from 1Q'27
to 3Q'29.
Class 3 consists of General Unsecured Claims. Class 3 is impaired
by this Plan, and each holder of an allowed Class 3 claim will
receive a pro rata distribution of quarterly payments to Class 3
of: (1) $5,000 per quarter from 1Q'27 to 1Q’29, and (2) $15,500
per quarter from 2Q'29 to 3Q'29.
Class 4 consists of Equity security interests of the Debtor. Class
4 is unimpaired by this Plan, and each holder of a Class 4 Interest
will be conclusively presumed to have voted to accept the Plan. The
holders of each Class 4 Interest will retain their rights and
interests without impairment and will not receive any payments on
account for their Class 4 Interests during the life of the Plan.
The Plan will be funded with the following: (i) cash on hand, (ii)
Debtor's protected disposable income over a period of 60 months,
and (iii) pursuit of other estate claims and causes of action, if
any.
A full-text copy of the Plan of Reorganization dated July 1, 2024
is available at https://urlcurt.com/u?l=GOgeSX from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Ahren A. Tiller, Esq.
Bankruptcy Law Center, APC
1230 Columbia St., Ste. 1100
San Diego, CA 92101
Telephone: (619) 894-8831
Facsimile: (866) 444-7026
Email: ahren.tiller@blc-sd.com
don@blc-sd.com
About Barrio Dogg, LLC
Barrio Dogg, LLC is a California limited liability company that was
formed in 2017.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Case No. 24-01183) on April 2, 2024.
In the petition signed by Margarita Georgieva, as managing member,
the Debtor disclosed $103,252 in assets and $1,506,957 in
liabilities.
Judge Christopher B. Latham oversees the case.
Ahren A. Tiller, Esq., at BANKRUPTCY LAW CENTER, is the Debtor's
legal counsel.
BELLWETHER INC: Leon Jones Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 21 appointed Leon Jones, Esq., at Jones
& Walden, LLC, as Subchapter V trustee for Bellwether, Inc.
Mr. Jones will be paid an hourly fee of $475 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Jones declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Leon S. Jones, Esq.
Jones & Walden, LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: ljones@joneswalden.com
About Bellwether Inc.
Bellwether, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
24-56852) on July 1, 2024, with as much as $1 million in both
assets and liabilities.
Joseph Chad Brannen, Esq., at The Brannen Firm, LLC represents the
Debtor as legal counsel.
BHAVI HOSPITALITY: Unsecureds Will Get 100% over 60 Months
----------------------------------------------------------
Bhavi Hospitality LLC filed with the U.S. Bankruptcy Court for the
Northern District of Texas a Plan of Reorganization under
Subchapter V dated July 1, 2024.
The Debtor operates a Holiday Inn Express Forney in Forney, Texas
("Hotel").
In order to pay its bills and make sure it operated through COVID,
like many businesses, it took out loans to help support the
business. There is no question that increased competition and COVID
affected the revenues of the Debtor's business and ability to
service its debt obligations.
Since filing the bankruptcy case, Debtor has been able to support
its operations and pay its post-petition obligations, including its
ongoing tax obligations.
The Debtor scheduled total non-priority Unsecured Claims of
$202,412.27.
Under this Plan, Secured, Priority, and Unsecured Creditors will
receive payment of 100% of their Allowed Claims. Therefore,
pursuant to the above liquidation analysis all Creditors will
receive at least as much under this Plan as they would in a Chapter
7 liquidation.
Class 10 consists of Allowed Unsecured Claims other than Class 11
Claims. Class 10 Claimants, if any, shall be paid 100% of their
Claims over 60 months from the Effective Date, without interest.
These Claims will be paid in equal monthly installments commencing
on the first day of the first month following the Effective Date
and continuing on the first day of each month thereafter. These
Claims are Impaired, and the holders of these Claims are entitled
to vote to accept or reject the Plan.
Class 11 consists of Allowed Insider Claims. Class 11 Claims, if
any, will receive nothing under the Plan and are deemed to have
rejected the Plan.
Class 12 Equity Interests shall be retained.
The Debtor intends to make all payments required under the Plan
from available cash and income from the business operations of the
Debtor.
A full-text copy of the Plan of Reorganization dated July 1, 2024
is available at https://urlcurt.com/u?l=B15DKn from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About Bhavi Hospitality
Bhavi Hospitality LLC, doing business as Holiday Inn Express
Forney, filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30972) on April 1,
2024, with $1 million to $10 million in both assets and
liabilities. Mehul Gajera, manager, signed the petition.
Judge Scott W. Everett presides over the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is
the Debtor's bankruptcy counsel.
BUSINESS MY WAY: Leon Jones Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 21 appointed Leon Jones, Esq., at Jones
& Walden, LLC, as Subchapter V trustee for Business My Way, LLC.
Mr. Jones will be paid an hourly fee of $475 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Jones declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Leon S. Jones, Esq.
Jones & Walden, LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: ljones@joneswalden.com
About Business My Way
Business My Way, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-56836) on July 1,
2024.
CAREERBUILDER LLC: S&P Places 'CCC-' ICR on CreditWatch Developing
------------------------------------------------------------------
S&P Global Ratings placed all of its ratings on CareerBuilder LLC,
including its 'CCC-' issuer credit rating, on CreditWatch with
developing implications.
The CreditWatch placement reflects the uncertainty regarding the
transaction, including the terms of the joint-venture agreement,
the company's ultimate capital structure, as well as the expected
synergies and turnaround plan. S&P plans to resolve the CreditWatch
once the transaction closes and it has fully assessed its potential
effects on CareerBuilder's business profile, capital structure, key
credit metrics, and liquidity position.
S&P said, "CareerBuilder recently announced that it will merge with
Randstad's job board business, Monster. Based on the announcement,
we expect the transaction will close in the third quarter of 2024.
However, we expect to gain greater clarity into the company's
proposed debt structure and business strategy in the next few
months. Both businesses have been struggling for a few years and
CareerBuilder generated negative S&P Global Ratings-adjusted EBITDA
over the last two quarters. We expect CareerBuilder's sponsor,
Apollo, will retain a controlling interest while Randstad will hold
a minority interest. We placed our ratings on the company on
CreditWatch developing to reflect that we may affirm, lower, or
raise them depending on how the transaction effects its liquidity
position and covenant headroom. Specifically, we will focus on
CareerBuilder's pro forma synergy opportunities and operating
performance, as well as its liquidity and capital structure, in
resolving the CreditWatch placement. As of March 31st, 2024 the
company has approximately $127 million outstanding on the
first-lien term loan due July 2026."
The CreditWatch placement reflects the uncertainty regarding the
structure of the agreement, as well as the transaction's potential
impact on our rating if it closes. S&P plans to resolvee the
CreditWatch once the transaction closes and it is able to fully
assess its potential effects on CareerBuilder.
CARLOS A. ROJAS: Unsecureds Will Get 1.78% of Claims in Plan
------------------------------------------------------------
Carlos A. Rojas, D.P.M., P.A., filed with the U.S. Bankruptcy Court
for the Southern District of Florida a Plan of Reorganization under
Subchapter V dated July 1, 2024.
Dr. Carlos A. Rojas is a medical doctor with a Doctorate in
Podiatric Medicine. He formed the Debtor, Carlos A. Rojas, D.P.M.,
P.A. in 2011.
Dr. Rojas is the sole shareholder of the Debtor and the only doctor
in the Debtor's podiatry practice. Initially, the Debtor shared
office space with other doctors but operated independently. In
2016, the Debtor decided to move to its own office. As a means to
assist in the transition, the Debtor obtained loans from First
American Bank and BankUnited.
This Plan provides for a comprehensive reorganization of the Debtor
to preserve its going concern value and future business. This Plan
proposes to pay creditors using the Net Disposable Income of the
Debtor over the three-year period after the Effective Date. The
Plan will allow Secured Creditors to be paid the full value of
their secured interests and Unsecured Creditors to recover
approximately 1.78% of their claim amounts as opposed to no
recovery at all if the Debtor's assets were sold in a hypothetical
Chapter 7 liquidation as all of the Debtor's assets are secured.
U.S. Bank has a first lien on the Debtor's 2015 Range Rover; BMW
Financial Services NA, LLC has a first lien on the Debtor's
interest in the 2021 BMW X5; the U.S. Small Business Administration
has a first lien on the Debtor's deposit account; and First
American Bank has a first lien on all of the Debtor's remaining
assets. Accordingly, after applying all sale proceeds to the
secured obligations, there would be no remaining funds left for any
unsecured creditors of the Debtor's estate.
The Debtor believes this Plan represents the best possible return
to Holders of Claims. The Debtor believes this Plan will
successfully reorganize the Debtor and that confirmation of the
Plan is in the best interests of the Debtor, its Creditors, and
equity interest holders.
The Debtor has provided a 36-month projection of its operational
cash flow following confirmation. The Debtor's financial
projections show that the Debtor will have projected disposable
income of $23,967.62.
This Plan of Reorganization proposes to pay creditors of the Debtor
from an initial infusion of cash of $15,000.00 from the Debtor's
principal, Dr. Carlos A. Rojas, and cash flow generated from the
ongoing operations of the Debtor's podiatry practice.
Class 6 Unsecured Creditor Claims consist of all nonpriority
general Unsecured Claims and Deficiency Claims. In exchange for
full and final satisfaction of such Claims, each Holder of a Class
6 Claim shall receive its pro rata share of 11 consecutive
quarterly installments of $300.00 each, commencing December 1,
2024. Class 6 Claims are impaired and the Holders of Class 6 Claims
are entitled to vote on the Plan.
Class 8 Claims consists of Equity Security Holders who shall retain
their interests in the Reorganized Debtor to the same extent such
interests were held in the Debtor prepetition.
The Plan will be implemented by an infusion of cash by the Debtor's
principal, Dr. Carlos A. Rojas and further funded by the ongoing
operations of the business. Dr. Rojas is the sole shareholder of
the Debtor and the only doctor in the Debtor's podiatry practice.
Dr. Rojas is jointly liable with the Debtor on the debts to First
American Bank, BankUnited, American Express and the SBA
(collectively, the "Joint Debt Creditors"). Dr. Rojas is essential
to the operations of the Debtor by providing the only source of
revenue for the business. He is also responsible for the day to day
operations and financial affairs of the business. Without Dr.
Rojas' commitment to the business, the Debtor cannot survive.
Dr. Rojas has committed to a significant reduction in his salary.
His salary has been reduced to $2,500.00 per month, which is
unheard of for a doctor in his field of practice and his
experience. In order to further invest in the success of the
Debtor, with help from friends and family, Dr. Rojas has committed
to infusing the sum of $15,000.00 into the Debtor for the purpose
of funding the initial Plan payments. In return for this
contribution, the Debtor is seeking a consensual plan where the
Joint Debt Creditors will agree to release Dr. Rojas from all
personal liability, so that he may continue to work for the Debtor
and assure creditors that the Debtor will in turn have sufficient
revenue to fund the Plan.
A full-text copy of the Plan of Reorganization dated July 1, 2024
is available at https://urlcurt.com/u?l=FLiLfP from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Jeffrey N. Schatzman, Esq.
SCHATZMAN & SCHATZMAN, P.A.
9990 SW 77th Ave Penthouse 2
Miami, FL 33156
Phone: (305) 670-6000
Email: jschatzman@schatzmanlaw.com
About Carlos A. Rojas, D.P.M., P.A.
Carlos A. Rojas, D.P.M., P.A., filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla.
Case No. 24-13207) on April 2, 2024, listing up to $50,000 in
assets and $500,001 to $1 million in liabilities. Jeffrey N
Schatzman, Esq. at Schatzman & Schatzman, P.A., as its counsel.
CARVANA CO: T. Rowe Price Holds 10.3% Equity Stake as of June 30
----------------------------------------------------------------
T. Rowe Price Associates, Inc. disclosed in a Schedule 13G/A Report
filed with the U.S. Securities and Exchange Commission that as of
June 30, 2024, it beneficially owned 12,092,906 shares of Carvana
Co.'s Common Stock, representing 10.3% of the shares outstanding.
A full-text copy of Price Associates' SEC Report is available at:
https://tinyurl.com/bh7uby73
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars. The Company is transforming the used car buying
and selling experience by giving consumers what they want, a wide
selection, great value and quality, transparent pricing, and a
simple, no pressure transaction. Each element of its business,
from inventory procurement to fulfillment and overall ease of the
online transaction, has been built for this singular purpose.
As of March 31, 2024, the Company had $6.98 billion in total
assets, $7.29 billion in total liabilities, and a total
stockholders' deficit of $311 million.
* * *
As reported by the TCR on Sept. 13, 2023, S&P Global Ratings raised
its issuer credit rating on U.S.-based Carvana Co. to 'CCC+' from
'D'. S&P said, "The negative outlook reflects our expectation that
we could downgrade the company if the company's performance were to
deteriorate further such that we believe liquidity would become
constrained or if we believe there is a likelihood the company
could conduct a distressed restructuring over the next 12 months.
The upgrade to 'CCC+' reflects the near-term improvement in the
company's liquidity position, though the capital structure remains
unsustainable."
Moody's Investors Service upgraded Carvana Co.'s corporate family
rating to Caa3 from Ca, the TCR reported on Sept. 22, 2023. Moody's
said the upgrade of Carvana's CFR to Caa3 reflects the completion
of its debt exchange that pushes out some near-term maturities,
reduces outstanding debt and materially reduces cash interest
expense in the two years following the exchange.
CASTLE US HOLDING: $295MM Bank Debt Trades at 44% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Castle US Holding
Corp is a borrower were trading in the secondary market around 55.8
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $295 million Term loan facility is scheduled to mature on
January 29, 2027. The amount is fully drawn and outstanding.
Castle US Holding Corporation provides database tools and software
to public relations and communications professionals.
CASTLE US HOLDING: EUR500MM Bank Debt Trades at 39% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Castle US Holding
Corp is a borrower were trading in the secondary market around 61.4
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The EUR500 million Term loan facility is scheduled to mature on
January 29, 2027. The amount is fully drawn and outstanding.
Castle US Holding Corporation provides database tools and software
to public relations and communications professionals.
CELSIUS NETWORK: Bronge's Plan Appeal Dismissed as Equitably Moot
-----------------------------------------------------------------
Judge Lorna G. Schofield of the United States District Court for
the Southern District of New York dismissed as equitably moot the
appeal filed by Johan Bronge against a decision of the United
States Bankruptcy Court for the Southern District of New York
confirming the Modified Joint Chapter 11 Plan of Reorganization of
Celsius Network LLC and its debtor affiliates.
On July 13, 2022, Celsius commenced Chapter 11 bankruptcy
proceedings. Prior to filing for Chapter 11, Celsius operated a
cryptocurrency platform with over 600,000 customers.
Two programs Celsius offered to its customers included the Earn
Program and the Borrow Program. Under the Earn Program, customers
deposited cryptocurrency with Celsius and earned rewards on those
deposited assets. At the time of Celsius' Chapter 11 filing, the
cryptocurrency assets deposited into those earn accounts totaled
over $4 billion in value. Under the Borrow Program, customers
deposited cryptocurrency with Celsius to serve as collateral
against loans from Celsius to the loan customer.
Appellant Johan Bronge maintained four loan accounts with Celsius
prior to its Chapter 11 filing, each governed by Terms and
Conditions applicable to the specific loan and by General Terms of
Service. The collateral that Appellant deposited consisted of
Bitcoin ("BTC"), totaling 19.732462692 BTC across the four loans.
A critical issue during the Chapter 11 process was whether Celsius
or the account holder owned the legal title to deposits and
collateral associated with earn and loan accounts. On January 4,
2023, the Bankruptcy Court issued an opinion holding that
cryptocurrency assets deposited into earn accounts prior to the
Chapter 11 filing were property of the Debtors' bankruptcy estates.
During subsequent briefing regarding the proposed Chapter 11 plan
of reorganization, Appellant raised arguments that are the subject
of this appeal.
On November 9, 2023, the Bankruptcy Court confirmed the Plan in its
Findings of Fact, Conclusions of Law, and Order Confirming the
Modified Joint Chapter 11 Plan of Celsius Network LLC and its
Debtor Affiliates, finding that loan account holders "transferred
ownership and control of their Cryptocurrency used to secure loans
in the Debtors' Borrow Program to the Debtors." This appeal
followed on November 23, 2023. On December 13, 2023, the
Bankruptcy Court issued an opinion that specifically addressed
Appellant's objection regarding the ownership of collateral for
loan accounts. The Bankruptcy Court concluded that the terms
applicable to one of Appellant's loans unambiguously gave ownership
to the Debtors. No party requested a stay of the Confirmation
Order. The Debtors emerged from Chapter 11 on January 31, 2024,
the Effective Date of the Plan.
Appellant makes the following primary arguments on appeal,
reiterating his objection to the Plan: (1) the collateral
supporting Appellant's loan accounts was his property and not
Celsius' on the Petition Date based on his interpretation of the
governing term documents; (2) the claims of customers with earn
accounts should be subordinated to the claims of customers with
loan accounts under 11 U.S.C. Sec. 510(b) and (3) Appellant's claim
should be valued based on market rates at the time of claim
distribution, and not the U.S. dollar value of his cryptocurrency
assets based on the conversion rate on the Petition Date.
The appeal is dismissed as equitably moot because the Plan has been
substantially consummated and granting Appellant relief would
require unwinding billions of dollars of distributions made to
roughly 184,000 creditors, the Court holds.
As of March 4, 2024, the Debtors had transferred the main assets,
Bitcoin mining assets, to a new company and distributed
approximately $2.7 billion of cryptocurrency to 184,045 creditors.
The Debtors had also commenced work pursuing litigation and other
illiquid assets on behalf of the Debtors' estates, with any future
proceeds to be distributed to creditors.
As the Plan has been substantially consummated, the appeal must
meet all five Chateaugay factors to overcome the presumption of
equitable mootness, the Court notes. The Court finds Appellant has
not met his burden of showing that at least the third and fifth
factors have been met. The fifth factor requires the diligent
pursuit of "all available remedies to obtain a stay of execution of
the objectionable order."
Courts have required a showing as to the fifth factor even if the
appellant is proceeding pro se. The Bankruptcy Court record
reflects, and Appellant does not dispute, that he did not seek a
stay of the Confirmation Order, the Court states.
The appeal also fails to meet the third Chateaugay factor, the
Court notes.
Appellant requests three forms of relief: (1) that Appellant's
collateral for his four loans be returned, (2) that his claims be
adjusted to account for the subordination of earn account claims to
loan account claims and (3) that the valuation of Appellant's
claims be governed by a market rate separate from the conversion
rate from BTC to U.S. dollars on the Petition Date.
According to the Court, Appellant's requested relief would require
the Debtors to unwind consummated transactions, change the priority
of distributions and revalue claim amounts. This relief would
require the significant "unravel[ing of] intricate transactions" so
as to "create an unmanageable, uncontrollable situation for the
Bankruptcy Court", the Court states.
A copy of the Court's decision dated July 11, 2024, is available at
https://urlcurt.com/u?l=RK2iOQ
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.
* * *
Celsius Network LLC on Jan. 31, 2024 disclosed that it has
successfully emerged from bankruptcy by completing the transactions
under its confirmed plan of reorganization. The Plan was
overwhelmingly approved by approximately 98% of the Company's
account holders and confirmed by the Bankruptcy Court for the
Southern District of New York on November 9, 2023. The Plan
includes the distribution of over $3 billion of cryptocurrency and
fiat to Celsius' creditors, and the creation of a new Bitcoin
mining company -- Ionic Digital, Inc. -- which will be owned by
Celsius' creditors and will have its mining operations managed by
Hut 8 Corp. (Nasdaq | TSX: HUT).
CHISHOLM OIL: Gold Star Dispute Won't Proceed to Mediation
----------------------------------------------------------
Magistrate Judge Christopher J. Burke of the United States District
Court for the District of Delaware has determined that mediation is
not appropriate for the case captioned GOLD STAR ENERGY LLC, TEXAS
RAW OIL & GAS INC. and OLJEINVEST, LLC, Appellants, v. CHISHOLM OIL
AND GAS OPERATING LLC, Appellee. Civil Action No. 24-670-CFC (D.
Del.).
After conducting an initial review of the case, including having
gathered information from the parties and their counsel, the Court
recommends that the assigned District Judge issue an order
withdrawing the matter from mediation.
In May 2024, the Bankruptcy Court granted the request of
Reorganized Chisholm Oil for an order interpreting and enforcing
the Plan and Confirmation Order against Gold Star et al. The
Bankruptcy Court's ruling addresses the consequence and effect of
Chisholm's rejection of certain joint operating agreements with the
Claimants during the Chapter 11 cases. The Bankruptcy Court held,
"[a] JOA is a contract to be construed like any other contract. The
JOAs here provide that parties electing not to participate in a new
well relinquish their interests in that well to the Consenting
Parties until the Consenting Parties have recovered a fixed amount
of proceeds from the well. The Court rejects the Claimants'
argument that the Claimants could not transfer (or relinquish) any
interest to Chisholm under the JOAs when they elected not to
participate under the Non-Consent Provisions."
A copy of the Court's decision dated July 10, 2024, is available at
https://urlcurt.com/u?l=pRVBqu
About Chisholm Oil & Gas LLC
Chisholm Oil and Gas Operating, LLC, is an exploration and
production company focused on acquiring, developing, and producing
oil and natural gas assets in the Anarkado Basin in Oklahoma in an
area commonly referred to as the Sooner Trend Anadarko Basin
Canadian and Kingfisher County.
Chisholm Oil and Gas Operating and its affiliates sought Chapter 11
protection (Bankr. Lead Case No. 20-11593) on June 17, 2020.
In the petition signed by CFO Michael Rigg, the Debtors were
estimated to have $1 billion to $10 billion in assets and $500
million to $1 billion in liabilities.
The Hon. Brendan Linehan Shannon presides over the cases.
The Debtors have tapped Weil, Gotshal & Manges, LLP and Young
Conaway Stargatt & Taylor, LLP as legal counsel; Evercore Group,
LLC as investment banker; Alvarez & Marsal North America, LLC as
financial advisor; and Omni Agent Solutions as claims and noticing
agent.
CMG HOLDINGS: Posts $73,614 Net Loss in Q1 2024
-----------------------------------------------
CMG Holdings Group, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $73,614 on $315,420 of revenue for the three months
ended March 31, 2024, compared to a net loss of $97,217 on $159,614
of total revenue for the three months ended March 31, 2023.
As of March 31, 2024, the Company's cash on hand was $174,634.
Cash used in operating activities for the three months ended March
31, 2023 was $95,771, as compared to cash provided by operating
activities of $65,964 for the three months ended March 31, 2024.
The decrease in net cash used in operations
Cash used in investing activities for the three months ended March
31, 2023 was $0 as compared to cash used in investing activities of
$0 for the three months ended March 31, 2024.
Cash used by financing activities for the three months ended March
31, 2024 was $0 as compared to $15,000 used in the three months
ended March 31, 2023 According to the Company, its negative cash
flow from operations raises substantial doubt about its ability to
continue as a going concern.
As of March 31, 2024, the Company had $1,856,323 million in total
assets, $1,318,575 in total liabilities, and $537,748 in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/4xkmyknp
About CMG Group
Headquartered in Chicago, Ill., CMG Holdings Group, Inc. is a
marketing communications company focused on the operation of
organizations in the alternative advertising, digital media,
experiential and interactive marketing, and entertainment industry.
The Company was formed by a core group of executives who have held
senior level positions with several of the largest companies in the
entertainment and marketing management industry. The Company
delivers customized marketing solutions to optimize profitability
by concentrating our resources in those segments of the marketing
communications and entertainment industry. The Company operates in
the sectors of experiential marketing, event marketing, commercial
rights, and talent management.
At December 31, 2023, the Company had assets totaling $1,989,786,
$1,378,425 in total liabilities, and $611,361 in total
stockholders' equity.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 22,2024, citing that the Company's negative cash flow
from operations raises substantial doubt about its ability to
continue as a going concern.
On June 12, 2024, the Company has selected Michael Gillespie &
Associates to replace BF Borgers CPA PC, as its PCAOB certifying
accountant, after the BF Borgers CPA PC, and its owner, Benjamin F.
Borgers, were charged by the Securities and Exchange Commission
with deliberate and systemic failures to comply with Public Company
Accounting Oversight Board (PCAOB) standards in its audits and
reviews incorporated in more than 1,500 SEC filings from January
2021 through June 2023; falsely representing to their clients that
the firm's work would comply with PCAOB standards; fabricating
audit documentation to make it appear that the firm's work did
comply with PCAOB standards; and falsely stating in audit reports
included in more than 500 public company SEC filings that the
firm's audits complied with PCAOB standards. Borgers agreed to pay
a $14 million civil penalty and agreed to permanent suspensions
from appearing and practicing before the Commission as accountants,
effective immediately.
COACH USA: Assures Ongoing Service Amid Chapter 11 Proceedings
--------------------------------------------------------------
Coach USA, a leading provider of passenger transportation and
mobility services, reaffirmed that it is continuing to provide
service to customers and commuters across New Jersey and New York.
Customers and commuters can book trips and track schedules through
the Coach USA and Megabus apps, as well as online at
https://www.coachusa.com, https://us.megabus.com and
https://ca.megabus.com.
"Coach USA is serving more than 50 commuter routes in New Jersey
and New York, including all services to / from points in New York
and New Jersey to various points in Manhattan," said Derrick
Waters, Chief Executive Officer of Coach USA. "We want to reassure
commuters and the people who rely on our buses across our
communities that we are here to get them to and from work, school
and wherever else they may be traveling. We encourage customers to
book their trips through our app and online like they always do and
look forward to serving them today and in the future."
The company also confirmed it is taking steps to transition service
and mitigate disruption across the 20 local transit lines in
Bergen, Passaic and Hudson counties for which it has notified New
Jersey Transit that it expects to cancel its contract with New
Jersey Transit by August 16(th). The Passaic contract has already
been awarded to another operator. Coach USA is providing
uninterrupted service in the meantime across all 20 lines, and it
expects that service on those lines will continue when the lines
are transitioned to new operators.
Mr. Waters continued, "We recognize the impact of transitioning the
operations of a route on our people, as well as the customers and
communities that rely on it, and we are doing everything we can to
ensure continued service on routes in Bergen, Passaic and Hudson
counties. We have been proactive in communicating with New Jersey
Transit and other interested parties with respect to these lines
and others that we are continuing to serve. We are confident that
the next operators of those lines will continue serving those
communities.
On June 11, 2024, Coach USA announced that it commenced voluntary
Chapter 11 proceedings in the U.S. Bankruptcy Court for the
District of Delaware to facilitate sale processes to preserve jobs,
ensure continued service and maximize the value of its businesses.
Additional information about the court-supervised sale processes is
available at http://coachusaprocess.com/.As always, passengers and
commuters can find up-to-date information on service advisories and
alerts at https://www.coachusa.com/service-advisories and
https://us.megabus.com/service-alerts.
About Coach USA
Coach USA, Inc., a company in Paramus, N.J., is a provider of
ground passenger transportation and mobility solutions in
NorthAmerica, offering many types of specialized ground
transportation solutions to government agencies, airports, colleges
and universities, and major corporations.
With 25 business segments throughout the United States and Canada
employing approximately 2,700 employees and operating approximately
2,070 buses, the Coach USA network of companies carries millions of
passengers throughout the United States and Canada each year. In
addition to the household name "Coach USA," the company operates
under several other brands, including Megabus, Coach Canada, Coach
USA Airport Express, Dillon's Bus Company, and Go Van Galder.
Coach USA and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 24-11258) on June 11, 2024. At the time of the
filing, Coach USA reported $100 million to $500 million in both
assets and liabilities.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Alston & Bird, LLP and Young Conaway Stargatt &
Taylor, LLP as legal counsels; Houlihan Lokey Capital, Inc. as
investment banker; and CR3 Partners, LLC as restructuring advisor.
Kroll Restructuring Administration, LLC is the Debtors' claims and
noticing agent and administrative advisor.
CSC HOLDINGS: $2.50BB Bank Debt Trades at 16% Discount
------------------------------------------------------
Participations in a syndicated loan under which CSC Holdings LLC is
a borrower were trading in the secondary market around 84.5
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $2.50 billion Term loan facility is scheduled to mature on
April 15, 2027. About $2.39 billion of the loan is withdrawn and
outstanding.
CSC Holdings, LLC, provides broadband communications and video
services in the United States. It is a wholly owned subsidiary of
Cablevision.
CUBIC CORP: $300MM Bank Debt Trades at 25% Discount
---------------------------------------------------
Participations in a syndicated loan under which Cubic Corp is a
borrower were trading in the secondary market around 74.6
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $300 million Term loan facility is scheduled to mature on May
25, 2028. The amount is fully drawn and outstanding.
Cubic Transportation Systems and Cubic Mission and Performance
Solutions.
DATABASEUSA.COM LLC: Appointment of Chapter 11 Examiner Sought
--------------------------------------------------------------
Infogroup, Inc., now known as Data Axle, Inc., a creditor of
DatabaseUSA.com LLC, filed with the U.S. Bankruptcy Court for the
District of Nevada a motion for the appointment of examiner in the
company's Chapter 11 case.
Infogroup claims that DatabaseUSA.com has failed to explain how it
achieved a before-fees net operating profit in 2020 of $279,901
despite the $1,479,975 drop in gross sales from 2019 to 2020, and
why its net operating profit dropped dramatically after 2021,
despite gross sales remaining steady.
Another concerning development is that after the judgment in the
Nebraska proceeding (as affirmed by the 8th Circuit Court of
Appeals) was entered against DatabaseUSA.com and Vinod Gupta under
Gupta's control, purportedly transferred its most valuable assets,
the databases, to its wholly owned subsidiary Research USA, LLC.
In addition, at all times before the judgment was entered against
DatabaseUSA.com, the company and Gupta admitted that the company
owned those databases, and the company consistently reported the
databases as an asset on its annual balance sheets prepared by an
independent accounting firm in Omaha, Neb. DatabaseUSA.com also
disclosed its annual revenues generated from licensing data from
its databases to end users and to other affiliates. That is why
Infogroup sued DatabaseUSA.com claiming that the company owned,
maintained and licensed data from the company's copyright
infringing databases.
Infogroup asserted that DatabaseUSA.com's false claims and
statements are directly inconsistent with the company's financial
statements, balance sheets, judicial admissions, sworn testimony
and Court findings, and were made to prevent payment of the
judgment with otherwise available cash. These matters should be
investigated by the examiner, and DatabaseUSA.com, Gupta and the
insiders should be held to account for these fraudulent transfers
of assets and cash and for their false claims and statements.
Moreover, it is noteworthy that the names of the two affiliated
businesses are DatabaseUSA.com and Research USA. It seems
reasonable to assume that the business named DatabaseUSA.com would
own the databases and that the business named Research USA would do
the research. But Fred Vakili now insists under oath that the
business named Research USA does both (owns the databases and does
the research), while the business named DatabaseUSA.com owns
nothing of value, Infogroup argued in court filings.
Attorneys for Infogroup:
Donald L. Swanson, Esq.
Koley Jessen P.C., L.L.O.
1125 S. 103rd Street, Ste 800
Omaha, NE 68124
Phone: (402) 343-3726
Fax: (402) 390-9005
Email: Don.swanson@koleyjessen.com
Matthew L. Johnson, Esq.
Russell G. Gubler, Esq.
JOHNSON & GUBLER, P.C.
8831 W. Sahara Avenue
Las Vegas, NV 89117
Phone: (702) 471-0065
Fax: (702) 471-0075
Email: mjohnson@mjohnsonlaw.com
About DatabaseUSA.com LLC
DatabaseUSA.com LLC -- https://databaseusa.com/ -- provides
full-service database and email marketing solutions. It offers
customers a database of 15 million businesses.
DatabaseUSA.com sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 19-10001) on Jan. 1, 2019,
with $10 million to $50 million in both assets and liabilities.
Fred Vakili, manager, signed the petition.
Judge Natalie M. Cox oversees the case.
Garman Turner Gordon, LLP and Dvorak Law Group, LLC, serve as the
Debtor's bankruptcy counsel.
DEL MONTE: $725MM Bank Debt Trades at 24% Discount
--------------------------------------------------
Participations in a syndicated loan under which Del Monte Foods Inc
is a borrower were trading in the secondary market around 76
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $725 million Term loan facility is scheduled to mature on May
16, 2029. About $711.1 million of the loan is withdrawn and
outstanding.
Del Monte Foods, Inc. manufactures and distributes packaged food
products. The Company provides canned fruits and vegetables, as
well as a wide range of snacks. Del Monte Foods serves customers
worldwide.
DELTA 9: Initiates CCAA Proceedings, Partners with FIKA
-------------------------------------------------------
DELTA 9 CANNABIS INC. announced that it has obtained an initial
order for creditor protection from the Court of King's Bench of
Alberta under the Companies' Creditors Arrangement Act. The Initial
Order provides for a 10 day stay of creditor claims and proceedings
in respect of the Company and its subsidiaries, Delta 9 Logistics
Inc., Delta 9 Bio-Tech Inc., Delta 9 Lifestyle Cannabis Clinic Inc.
and Delta 9 Cannabis Store Inc.
Following consultation with its legal and financial advisors, the
board of directors of Delta 9 determined that it is in the best
interest of the Company and its Subsidiaries to obtain CCAA
protection. The decision to undertake these actions was made after
careful consideration of: (i) the cash and liquidity position of
the Company; (ii) the amount of debt of the Company and the
Company's inability to repay such debt over the next twelve months,
including payments to suppliers and trade creditors; (iii) the
limited ability of the Company to raise further capital; and (iv)
all available alternatives to an application for creditor
protection. Aggressive actions by the Company's creditors, namely
demand notices by SNDL Inc. on May 21st and July 12th, as well as
SNDL Inc.'s recent acquisition of all the Company's senior secured
debt, also played a material role in the decision to seek creditor
protection.
In conjunction, the Company announces that it has entered into a
binding term sheet with a proven industry partner to maximize the
value of the Company for both shareholders and creditors. This Term
Sheet will see 2759054 Ontario Inc. o/a The FIKA Company act as
plan sponsor to the CCAA proceedings whereby the Plan Sponsor
proposes to acquire the cannabis retail store business and the
logistics and distribution business of the Company, while
facilitating a sale and investment solicitation process for the
assets of the licensed cannabis production business of the Company,
in exchange for equity of the Plan Sponsor and the satisfaction of
certain secured debt of the Company. Pursuant to the Term Sheet,
the Plan Sponsor has agreed to participate in and fund the costs of
the CCAA proceedings through interim financing as well as to
present one or more plans of compromise or arrangements to the
creditors of the Company and its Subsidiaries to effect the
Acquisition Transaction through the CCAA proceedings.
"We are pleased to have entered into the Plan Sponsor Term Sheet
with FIKA in a series of transactions which we believe will
maximize value for our stakeholders, shareholders, and creditors,"
said John Arbuthnot, CEO of Delta 9, "We appreciate the hard work
of all of Delta 9's employees, management, executive, and board of
directors over the past twelve years to help create what has been
an incredible growth story for Delta 9. We look forward to working
with FIKA through the restructuring process to unlock the value of
Delta 9's assets for stakeholders, and to create the next chapter
of growth for Delta 9."
The Initial Order includes, in addition to the Initial Stay and
other items: (i) the appointment of Alvarez & Marsal Canada Inc. as
the Court-appointed monitor of the Company and the Subsidiaries;
and (ii) an administration charge up to $350,000 over the assets of
the Company and its Subsidiaries for the fees of the Monitor and
its legal counsel and the legal counsel to the Company and its
Subsidiaries, and a directors' charge in the amount of $300,000.
The Monitor has set up a website at:
www.alvarezandmarsal.com/Delta9 where updates on the restructuring
process, the Monitor's reports to the Court, Court orders and other
information will be posted as soon as they are available.
In accordance with the Term Sheet: (i) the Plan Sponsor will
provide up to $16 million in interim financing to the Company and
its Subsidiaries to fund the CCAA proceedings, including up to $3
million to fund the costs of the CCAA proceedings and up to $13
million to repay the secured obligations owing to SNDL Inc.
("SNDL") in accordance with its senior secured second-lien
convertible debenture dated March 30, 2022; (ii) the Plan Sponsor,
if the Plan is approved in the CCAA proceedings, is proposing to
issue voting common shares in the capital of the Plan Sponsor
("Sponsor Shares") to the shareholders of the Company, with an
aggregate value of $2 million; (iii) the Plan Sponsor, if the Plan
is approved in the CCAA proceedings, is proposing to make an
aggregate of $4 million in Sponsor Shares available to creditors
electing to convert their debt into Sponsor Shares; (iv) the Plan
Sponsor is also proposing to repay approximately $27,868,284 of
additional secured debt of the Company and its Subsidiaries to
SNDL, which were recently acquired by SNDL from Connect First and
Servus Credit Union Ltd.; (v) the Plan Sponsor will fund any
increase to the IF Loan, if necessary, to cover the costs of the
CCAA proceedings; and (vi) the Plan Sponsor shall fund the Plan,
including a distribution to unsecured creditors of at least
$750,000.
A comeback application in respect of the relief granted pursuant to
the Initial Order has been scheduled for July 24, 2024. At the
Comeback Application, the Company and its Subsidiaries anticipate
seeking approval for: (i) the Term Sheet; (ii) the IF Loan Term
Sheet (iii) a key employee retention plan (iv) the appointment of a
chief restructuring officer (v) an increase to the administration
charge and directors' charge and (vi) the approval of a sales and
investment solicitation process for a going concern transaction for
the LP.
Management of the Company and its Subsidiaries will remain
responsible for the day--to--day operations of the Company and its
Subsidiaries throughout the Restructuring process, under the
general oversight of the Monitor. Ongoing operations shall be
supported by cash from operations with additional cash from the IF
Loan, as required. In accordance with the Term Sheet, the Company
shall engage a chief restructuring officer selected by the Company
and the Plan Sponsor to facilitate the Restructuring. The CRO shall
be consulted prior to the Company or any Subsidiary making any
material decision related to the Restructuring. All directors of
the Company, other than John Arbuthnot and Bill Arbuthnot have
resigned.
Management and the board of the Company believe that obtaining CCAA
protection and entering into the Term Sheet with the Plan Sponsor
is the best option available to the Company given its current
financial position, careful consideration of all available
alternatives, and will maximize value for all of its stakeholders,
including secured and unsecured creditors, suppliers and
shareholders. The Restructuring will allow the Company to continue
its operations without interruption and will not result in any
immediate significant changes to the Company's operations.
MLT Aikins LLP is acting as legal counsel to the Company and its
Subsidiaries in connection with the CCAA proceedings and the
Acquisition Transaction.
It is anticipated that the Toronto Stock Exchange (the "TSX") will
place the Company under a delisting review as a result of the
Initial Order and related matters and there can be no assurance as
to the outcome of such review on the continued qualification of the
Company's shares for listing on the TSX.
About The FIKA Company
The FIKA Company is a leading Canadian cannabis retailer operating
144 stores across the country under multiple banners. Known for
providing exceptional service in a welcoming and intuitive store
environment, FIKA's portfolio of stores have become the premier
destination for the modern cannabis consumer.
About Delta 9 Cannabis Inc.
Delta 9 Cannabis Inc. is a vertically integrated cannabis company
focused on bringing the highest quality cannabis products to
market. The Company sells cannabis products through its wholesale
and retail sales channels and sells its cannabis grow pods to other
businesses. Delta 9's wholly-owned subsidiary, Delta 9 Bio-Tech
Inc., is a licensed producer of medical and recreational cannabis
and operates a 95,000 square foot production facility in Winnipeg,
Manitoba, Canada. Delta 9 owns and operates a chain of retail
stores under the Delta 9 Cannabis Store brand. Delta 9's shares
trade on the Toronto Stock Exchange under the symbol "DN" and on
the OTC under the symbol "DLTNF". For more information, please
visit www.delta9.ca.
DIOCESE OF ALBANY: Plan Exclusivity Period Extended to September 5
------------------------------------------------------------------
Judge Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court for
the Northern District of New York extended The Roman Catholic
Diocese of Albany, New York's exclusive periods to file a plan of
reorganization and obtain acceptance thereof to September 5 and
November 15, 2024, respectively.
As shared by Troubled Company Reporter, there are approximately 390
pending CVA Actions and approximately 1,100 St. Clare's pensioners
involved in the St. Clare's Action in this case. The competing
interests of each constituency create unique issues to be resolved
in order to propose a plan capable of being confirmed
consensually.
The Debtor asserts that it has not made any demands to creditors,
let alone made demands intended to pressure creditors in any way
regarding their claims. To the contrary, the Debtor has cooperated
in providing substantial documents and information regarding its
financial condition, assets and liabilities in the interest of
progressing the case toward a successful mediation and plan
confirmation process and has participated in the mediation process.
The relief requested is meant to allow the Debtor and all Parties
to efficiently and effectively move the case forward to a
reorganization plan that can be confirmed on consent.
The Debtor further asserts that St. Clare's Action presents a
unique issue not encountered in other diocesan and religious
organization cases. The need to resolve the question of the
Debtor's liability and, in the event of an adverse determination,
the liquidation of the claims in that case is a necessary predicate
to addressing any claims the St. Clare's Pensioners may have in the
case and the treatment to be accorded them under a Chapter 11
reorganization plan.
Moreover, while it is far too early in the process to evaluate the
effect an adverse ruling against the Debtor may have on the
viability of a proposed Chapter 11 plan, the reality is that the
claims in the St. Clare's Action must first be determined in State
Court before the effects such claims might have on a proposed plan
can be evaluated. A further extension of the Debtor's Exclusive
Periods is appropriate under the unique circumstances presented by
the pendency of the St. Clare's Action on the Chapter 11 Case.
The Roman Catholic Diocese of Albany, New York is represented by:
Francis J. Brennan, Esq.
Matthew M. Zapala, Esq.
Joseph Martin, Esq.
80 State Street, 11th Floor
Albany, NY 12207
Tel: (518) 449-3300
About the Diocese of Albany, New York
The Roman Catholic Diocese of Albany is a religious organization in
Albany, N.Y. It covers 13 counties in Eastern New York, including a
portion of the 14th county. Its Mother Church is the Cathedral of
the Immaculate Conception in the city of Albany.
New York's Child Victims Act, which took effect in August 2019,
temporarily sets aside the usual statute of limitations for
lawsuits to give victims of childhood sexual abuse a year to pursue
even decades-old claims. Hundreds of new lawsuits have been filed
against churches and other institutions since the law took effect
on Aug. 14, 2019.
Facing the financial weight of new sexual misconduct lawsuits, at
least four of the eight Roman Catholic dioceses in the state, has
already sought Chapter 11 protection. The dioceses that have
declared bankruptcy include the Diocese of Rochester and the
Diocese of Rockville Centre on Long Island.
The Catholic Diocese of Albany sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on
March 15, 2023. In the petition filed by Fr. Robert P. Longobucco,
the Debtor estimated assets between $10 million and $50 million and
liabilities between $50 million and $100 million.
Judge Robert E. Littlefield, Jr. oversees the case.
The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel;
Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott
& Associates, PC as financial advisor; and Bonadio & Co., LLP as
accountant. Donlin, Recano & Company, Inc. is the claims and
noticing agent.
On April 17, 2023, the U.S. Trustee for Region 2 appointed two
separate committees to represent unsecured creditors and tort
claimants in the Debtor's Chapter 11 case. Lemery Greisler, LLC
represents the unsecured creditors' committee while Stinson, LLP
represents the tort committee. OneDigital Investment Advisors, LLC
is the committees' special investment consultant.
DMG PRACTICE: S&P Affirms 'B-' Issuer Credit Rating, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on DMG
Practice Management Solutions LLC. The outlook is negative.
S&P's negative outlook reflects risks to its base-case expectation
that DMG will turn around its business and generate roughly
break-even reported FOCF in 2024, turning positive beginning in
2025.
DMG (with its affiliates, Duly Health and Care) continues to
navigate an operational turnaround that includes cost reductions
and enhancements to revenue growth.
S&P said, "We anticipate a 2%-4% improvement in EBITDA margin and
roughly break-even cash flow in 2024 with adequate liquidity over
the next 12 months. However, we believe there are significant
execution risks to increasing free operating cash flow (FOCF) in
2025 and beyond. The company remains vulnerable to cost
pressures."
Despite a challenging 2023, first-quarter results show significant
improvement. DMG underperformed S&P's EBITDA margin expectations
due to a higher utilization rate and medical cost ratio for a
decline of over 100 basis points from 2022. However, the company
implemented cost-saving and business optimization measures
throughout the year, including headcount reduction, revenue cycle
management, optimized footprint, and procurement savings. DMG is
realizing the benefits in 2024, increasing EBITDA by 190 basis
points in the first quarter from the first quarter of 2023. S&P
expects cost cuts to result in break-even reported FOCF in 2024.
DMG's established fee-for-service segment provides stability for
its value-based care segment. Previous management's focus on
accelerated growth in value-based care, with over 69% growth since
2019, led to a rapid deterioration in EBITDA margin. In 2023,
lower-than-expected contribution margin for value-based care
providers because of the ongoing trends of higher utilization and
lower reimbursement rates. S&P expects this to worsen in 2025. DMG
is now changing business strategy, led by new management, which
expects more growth in its fee-for-service segment over the coming
years. In 2024, S&P expects DMG to slow the pace of value-based
care growth and focus on diversifying its service lines, including
fee-for-service, to build on its improving EBITDA margin.
S&P said, "We now expect adequate liquidity over the next 12
months. DMG benefited from a maturity extension on its
securitization facility, implementation of cost-saving measures,
and monetization of its accounts receivable. We now expect adequate
liquidity throughout the year as the results of its
cost-optimization measures continue to benefit EBITDA and cash
flow. However, we believe DMG's ability to refinance its revolver
maturing in 2026 and securitization facility maturing in 2025
hinges on improved performance over the next 12 months.
"DMG depends on favorable economic and operating conditions to
generate sustainably positive FOCF beginning in 2025. We expect
cost-saving measures implemented in 2023 to generate break-even
cash flow in 2024. DMG plans to sustainably increase EBITDA by
focusing on stronger physician retention, diversifying its service
lines, and overall improved health outcomes. It does not have
sufficient headroom to mitigate uncertainties in the wider
value-based care subsector such as continued elevated utilization
rates and medical cost ratios, as well as general macroeconomic
factors such as a higher-for-longer interest rates and labor market
pressures. While DMG is partially hedged for interest rate
fluctuations, the hedges are due to expire in 2026. Adverse
movements in these factors could constrain its turnaround and
ability to generate positive FOCF and maintain liquidity over the
long term.
"Our negative outlook reflects the risks to our base-case
expectation that DMG will turn around its business, generate
roughly break-even reported FOCF in 2024, and positive reported
FOCF beginning in 2025."
S&P could lower the ratings on the company if it considers its
capital structure unsustainable over the long term. This could
occur if S&P expects it cannot:
-- Generate sustainably positive and increasing reported FOCF
sufficient to cover its debt servicing and reduce leverage; or
-- Maintain access to liquidity during the turnaround.
S&P could revise the outlook to stable if:
-- DMG turns around its business such that we expect it will
generate sustainably positive and increasing FOCF; and
-- S&P believes it will maintain sufficient sources of liquidity
to fund its business on an ongoing basis.
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of DMG. We view
financial sponsor-owned companies with aggressive or highly
leveraged financial risk profiles as demonstrating corporate
decision-making that prioritizes the interests of controlling
owners, typically with finite holding periods and a focus on
maximizing shareholder returns."
DYNATA LLC: Exits Chapter 11, Reduces Debt to $780 Million
----------------------------------------------------------
Dynata, LLC, the most trusted source for reliable, accurate
first-party data, has announced its full emergence from its Chapter
11 bankruptcy filing with a significantly improved capital
structure and marking another milestone towards advancing the
Company's business transformation. The Company's emergence from
Chapter 11 comes just five weeks after filing.
As a result of the prepackaged Chapter 11 filing, Dynata reduced
almost 40% of its total debt from approximately $1.3 billion to
$780 million. The Company's new equity owners are a group of
institutions led by Bain Capital, certain funds and accounts
managed by Black Rock Financial Management, Inc., and investment
vehicles advised by First Eagle Alternative Credit. Dynata's new
equity owners have provided $81.5 million in total financing to the
Company.
Dynata is the largest global provider of first-party consumer
insights data. The Company has embarked on a business
transformation led by CEO Mike Petrullo. Petrullo joined Dynata in
October of 2022 and has focused on continuing to build upon the
Company's strengths while taking significant steps to strengthen
its operational and financial performance to position Dynata for
long-term success.
"Having negotiated several financial restructuring plans in my
career, this one stands out; not only for the magnitude of what we
accomplished as a business, but also for the expediency at which we
achieved it. The strength of our relationship with our new equity
owners led by Bain Capital, BlackRock, and First Eagle and their
belief in Dynata's distinct advantage in the marketplace was the
catalyst to forming our prepackaged plan and moving so swiftly
through the Chapter 11 process, and I am excited about what is to
come," said Petrullo. "At Dynata we have an unrelenting focus on
delivering the highest-quality, fully permissioned first-party
consumer insights data. This distinct competitive advantage,
coupled with an impeccable focus on customer service, is the
cornerstone for delivering the actionable insights that our
customers rely on to fuel mission-critical business decisions."
About Dynata, LLC
Dynata, LLC and their non-debtor affiliates are a global data
platform company in the business of providing business-to business
insights to market research firms, brands, media and advertising
agencies, and investment firms, amongst others.
Dynata, LLC and 18 of its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-11057) on May 22, 2024. In the petition signed by Steven
Macri as chief financial Officer, the company disclosed up to $1
billion to $10 billion in both assets and liabilities.
Young Conaway Stargatt & Taylor, LLP and Willkie Farr & Gallagher
LLP represent the Debtors as counsel. Alvarez & Marsal North
America, LLC represents the Debtor as restructuring advisor.
Houlihan Lokey, Inc. represents the Debtor as investment banker.
Kroll Restructuring Administration LLC represents the Debtor as
notice and claims agent.
EASTSIDE DISTILLING: Geoffrey Gwin Named CEO Under Employment Deal
------------------------------------------------------------------
Eastside Distilling Inc. disclosed in Form 8-K Report filed with
the U.S. Securities and Exchange Commission that it has entered
into an Executive Employment Agreement with Geoffrey Gwin dated
July 3, 2024. The "Effective Date" of the Agreement is as of
January 1, 2024.
The Agreement provides that Mr. Gwin will serve as Chief Executive
Officer of Eastside on a full-time basis until the third
anniversary of the Effective Date. Mr. Gwin will also function as
Eastside's Chief Financial Officer and Chief Compliance Officer
without additional compensation, and will serve as Chairman of the
Eastside Board of Directors with such compensation as the Board may
grant. Additionally, the Agreement provides that Eastside will pay
Mr. Gwin a base salary of $300,000 per year for the first year of
his term of employment. The Compensation Committee will review Mr.
Gwin's compensation on an annual basis, and may replace the terms
of compensation by agreement with Mr. Gwin.
Either Eastside or Mr. Gwin may terminate Mr. Gwin's employment at
will. If Eastside terminates the employment without cause or Mr.
Gwin terminates his employment with good reason, Eastside will
continue to pay Mr. Gwin's salary for the lesser of 12 months or
the remaining term of employment.
About Eastside Distilling
Headquartered in Portland, Oregon, Eastside Distilling, Inc. has
been producing craft spirits in Portland, Oregon since 2008. The
Company is distinguished by its highly decorated product lineup
that includes Azunia Tequilas, Burnside Whiskeys, Hue-Hue Coffee
Rum, and Portland Potato Vodkas. All Eastside spirits are crafted
from natural ingredients for highest quality and taste. Eastside's
Craft Canning + Printing subsidiary is one of the Northwest's
leading independent mobile canning, co-packing and digital can
printing businesses.
Eastside Distilling incurred a net loss of $7.5 million during the
year ended December 31, 2023. As of March 31, 2024, the Company had
$17.02 million in total
assets, $17.50 million in total liabilities, and a total
stockholders' deficit of $476,000.
The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company suffered a net loss from
operations and used cash in operations, which raises substantial
doubt about its ability to continue as a going concern.
ENVIVA INC: Seeks to Extend Plan Exclusivity to November 7
----------------------------------------------------------
Enviva Inc. and its affiliates asked the U.S. Bankruptcy Court for
the Eastern District of Virginia to extend their exclusivity
periods to file a plan of reorganization and obtain acceptance
thereof to November 7, 2024 and January 6, 2025, respectively.
Enviva Inc. and its Debtor and non-Debtor subsidiaries
(collectively, the "Company") are the world's largest producer of
industrial wood pellets, a renewable and sustainable energy source
produced by aggregating a natural resource—wood fiber—and
processing it into a transportable form.
The Debtors claim that their chapter 11 cases are sufficiently
large and complex to warrant the requested extension of the
Exclusivity Periods. As of the Petition Date, the Debtors have
approximately $1.8 billion in funded debt obligations. As a result
of their capital structure, the Debtors have numerous active
constituents, including numerous sophisticated vendors, lenders,
and stakeholders. The size and complexity of these chapter 11 cases
thus weigh in favor of extending the Exclusivity Periods.
The Debtors explain that they seek to maintain exclusivity to
continue operating their business in the ordinary course and
preserve the value of their Estates while ensuring that parties
with competing interests do not hinder the Debtors' efforts to
complete a value-maximizing chapter 11 plan. All stakeholders will
benefit from continued stability and predictability, which comes
only with the Debtors being the sole potential plan proponents.
In addition, an extension of the Exclusivity Periods will benefit
all creditors by preventing the drain on estate assets that
inevitably occurs when multiple parties, with potentially diverging
interests, vie for the consideration of their own respective
chapter 11 plans. All stakeholders benefit from the continued
stability and predictability that a centralized plan process
provides, which can only occur while the Debtors remain the sole
potential plan proponents.
The Debtors assert that they have negotiated and executed an RSA
that sets forth the framework for a confirmable chapter 11 plan.
Notwithstanding recent obstacles faced by the Debtors, they intend
to file a plan and disclosure statement as expediently as
reasonably practicable and similarly seek an extension of certain
milestones under the RSA and DIP Facility. The Debtors have made
substantial progress towards filing a plan of reorganization
consistent with the RSA, for which the Debtors anticipate support
from a wide array of their creditors.
The Debtors further assert that they have no ulterior motive in
seeking an extension of the Exclusivity Periods. Indeed, the
Debtors are operating their businesses as usual and have worked
diligently over the past few months to maximize the value of their
businesses. Accordingly, the Debtors are not seeking an extension
to pressure their creditors or other parties in interest.
Counsel to the Debtors:
Michael A. Condyles, Esq.
Peter J. Barrett, Esq.
Jeremy S. Williams, Esq.
Kutak Rock LLP
901 East Byrd Street, Suite 1000
Richmond, VA 23219-4071
Tel: (804) 644-1700
Fax: (804) 783-6192
Email: michael.condyles@kutakrock.com
peter.barrett@kutakrock.com;
jeremy.williams@kutakrock.com
About Enviva Inc.
Headquartered in Bethesda, Md., Enviva Inc. --
https://www.envivabiomass.com -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva exports its wood pellets
to global markets through its deep-water marine terminals at the
Port of Chesapeake, Virginia, the Port of Wilmington, North
Carolina, and the Port of Pascagoula, Mississippi, and from
third-party deep-water marine terminals in Savannah, Georgia,
Mobile, Alabama, and Panama City, Florida.
Enviva Inc. and certain affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
24-10453) on March 13, 2024. In the petition signed by Glenn T.
Nunziata, interim chief executive officer and chief financial
officer, Enviva Inc. disclosed $2,893,581,000 in assets and
$2,631,263,000 in liabilities.
Judge Brian F. Kenney oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as general bankruptcy
counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC
as investment banker; Alvarez & Marsal Holdings, LLC as financial
advisor; and Kurtzman Carson Consultants, LLC as notice and claims
agent.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as lead
bankruptcy counsel; Hirschler Fleischer, PC as local counsel;
Ducera Partners, LLC as investment banker; and AlixPartners, LLP as
financial advisor.
ESCAMBIA OPERATING: Seeks to Sell Equipment to Myron for $325,000
-----------------------------------------------------------------
Drew McManigle, the Chapter 11 trustee for Escambia Operating
Company, LLC, asked the U.S. Bankruptcy Court for the Southern
District of Mississippi for approval to sell equipment to Myron
Bowling Auctioneers, Inc.
The trustee is selling the equipment at the company's Big Escambia
Creek Plant in Atmore, Ala., which is no longer needed for the
company's operations.
Myron offered to purchase the equipment for $325,000, "free and
clear" of liens, claims and encumbrances.
"The proposed transaction by and between Myron and the trustee
presents the highest recovery for the equipment at the present
time," Jeffrey Barber, Esq., attorney for the trustee, said.
About Escambia Operating Company
Escambia Operating Company, LLC and its affiliates, Escambia Asset
Company, LLC and Blue Diamond Energy, Inc., filed Chapter 11
petitions (Bankr. S.D. Miss. Lead Case No.23-50491) on April 2,
2023, with $10 million to $50 million in both assets and
liabilities.
Judge Jamie A. Wilson oversees the cases.
The Debtors tapped Patrick A. Sheehan, Esq., and Steve Wright
Mullins, Esq., as bankruptcy attorneys.
Drew McManigle, the Chapter 11 trustee appointed in the Debtors'
cases, tapped Jones Walker, LLP as bankruptcy counsel; MACCO
Restructuring Group, LLC as financial advisor; M P Boots Petroleum
Engineering Services, LLC as valuation advisor; and Matthews,
Cutrer and Lindsay, PA as accountant.
ESCAMBIA OPERATING: Seeks to Sell Rig Equipment to RLB for $225,000
-------------------------------------------------------------------
Drew McManigle, the Chapter 11 trustee for Escambia Operating
Company, LLC, asked the U.S. Bankruptcy Court for the Southern
District of Mississippi for approval to sell equipment to RLB
Investments, Inc.
The trustee is selling the company's rig equipment located at the
Ezell well in Gilbertown, Ala.
RLB offered to purchase the equipment for $225,000, "free and
clear" of liens, claims and encumbrances.
The sale negotiated between the trustee and RLB represents the
"highest and best" offer for the equipment, according to Jeffrey
Barber, Esq., attorney for the trustee.
"The trustee has fully investigated the market value of the
equipment and has determined that, under the circumstances, the
proposed transaction by and between RLB and the trustee presents
the highest recovery for the equipment at the present time," Mr.
Barber said.
About Escambia Operating Company
Escambia Operating Company, LLC and its affiliates, Escambia Asset
Company, LLC and Blue Diamond Energy, Inc., filed Chapter 11
petitions (Bankr. S.D. Miss. Lead Case No.23-50491) on April 2,
2023, with $10 million to $50 million in both assets and
liabilities.
Judge Jamie A. Wilson oversees the cases.
The Debtors tapped Patrick A. Sheehan, Esq., and Steve Wright
Mullins, Esq., as bankruptcy attorneys.
Drew McManigle, the Chapter 11 trustee appointed in the Debtors'
cases, tapped Jones Walker, LLP as bankruptcy counsel; MACCO
Restructuring Group, LLC as financial advisor; M P Boots Petroleum
Engineering Services, LLC as valuation advisor; and Matthews,
Cutrer and Lindsay, PA as accountant.
EXACTECH INC: $235MM Bank Debt Trades at 75% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Exactech Inc is a
borrower were trading in the secondary market around 25.3
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $235 million Term loan facility is scheduled to mature on
February 14, 2025. About $218.1 million of the loan is withdrawn
and outstanding.
Exactech, Inc. develops, manufactures, markets, and sells
orthopedic implant devices and related surgical instrumentation.
FAUXGENET HOLDINGS: M. Aaron Spencer Named Subchapter V Trustee
---------------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed M. Aaron Spencer of
Woolf, McClane, Bright, Allen & Carpenter, PLLC as Subchapter V
trustee for Fauxgenet Holdings, LLC.
Mr. Spencer will be paid an hourly fee of $305 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Spencer declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
M. Aaron Spencer
Woolf, McClane, Bright, Allen & Carpenter, PLLC
Post Office Box 900
Knoxville, TN 37901-0900
Phone: (865) 215-1000 | Fax: (865) 215-1001
Email: aspencer@wmbac.com
About Fauxgenet Holdings
Fauxgenet Holdings, LLC owns a business property located in Alabama
Highway, Ringgold, Ga., having an appraised value of $3.2 million.
Fauxgenet Holdings filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-11622) on
July 1, 2024, with up to $50,000 in assets and up to $10 million in
liabilities. Gordon S. Alward, member, signed the petition.
Judge Nicholas W. Whittenburg oversees the case.
The Debtor is represented by W. Thomas Bible, Jr., Esq., at Tom
Bible Law.
FINANCE OF AMERICA: Fitch Lowers LongTerm IDR to 'C'
----------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating
(IDRs) of Finance of America Companies Inc. and its subsidiaries,
Finance of America Equity Capital LLC and Finance of America
Funding LLC (together FOA) to 'C' from 'CCC+'. Concurrently, Fitch
has downgraded Finance of America Funding LLC's unsecured debt
rating to 'C'/'RR6' from 'CCC-'/'RR6'.
KEY RATING DRIVERS
Ratings Downgraded on DDE: The rating action follows FOAs announced
exchange offer on its outstanding unsecured notes. Under the offer,
all or a portion of its $350 million of 7.875% unsecured notes due
November 2025 will be exchanged for up to $200 million of 7.875%
senior secured notes due 2026 and $150 million of 10% convertible
senior secured notes due 2029. Noteholders will also receive a
0.25% cash fee based on the principal of the new notes held. As of
June 25, 2024, 93% of the bond holders had agreed to the exchange.
Fitch views the exchange transaction as a distressed debt exchange
(DDE) given the material reduction in terms for creditors, namely
the removal of covenants on existing unsecured notes and the
maturity extension. Fitch believes FOA has taken these actions to
avoid an otherwise likely eventual default.
The exchange is expected to close in September 2024. Once the DDE
is executed, Fitch expects to downgrade the IDRs to 'RD'
(Restricted Default) and reassess the rating based on the final
capital structure.
Fitch believes there is elevated execution risk related to the
completion of the debt exchange. FOA needs additional financing to
repay working capital lines, which currently encumber the
collateral intended to be pledged to the new secured notes offered
as part of the exchange. Failure to execute on the exchange would
significantly impair the firm's liquidity profile.
Material Reduction in Terms: The debt exchange would extend the
original maturity of the unsecured debt and require unsecured
noteholders to consent to eliminating substantially all restrictive
covenants and events of default on any remaining unsecured notes.
Fitch believes the elimination of covenants indicates a coercive
element to the transaction, as bondholders who do not agree to the
exchange will have covenant protections removed from their existing
notes.
Avoidance of a Probable Default: Fitch believes FOA's weak
operating performance, limited liquidity and highly encumbered
balance sheet suggest that the company would be unable to meet the
2025 note maturity without the exchange offer. Available liquidity
at March 31, 2024 was well-below $350 million, and raising
sufficient proceeds through asset sales would entail meaningful
execution risk.
Exchange Improves Financial and Operating Flexibility: Fitch
believes the debt exchange offer will reduce refinancing risk and
medium-term liquidity needs by extending near-term maturities to
2026. This should provide enhanced operating flexibility as well,
as the firm is expected to benefit from eventual rate cuts, with
improvements in mortgage origination volume.
Weak Liquidity and Funding Flexibility: At 1Q24, FOA had $48
million of unrestricted cash and $18 million of available borrowing
capacity on its non-funding secured lines of credit. This
represented 4% of total debt and provided 0.4x coverage of
non-warehouse borrowings due within one year. These metrics are low
relative to peers. The debt exchange also removes all unsecured
funding from FOA's capital structure, which reduces its funding
flexibility. Fitch would view an increase in contingent liquidity
resources and the addition of an unsecured funding component
favorably.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Execution of the exchange offer as proposed would be expected to
result in a downgrade of FOA's rating to 'RD' followed by a
reassessment of the issuer's credit profile under the revised
capital structure.
- Failure to successfully conclude the exchange offer which leads
to an inability of FOA to generate sufficient liquidity through
operations or asset sales to refinance the unsecured notes by
maturity would result in a downgrade of the rating to 'D'.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Positive rating action is unlikely until after the successful
execution of the DDE.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The senior unsecured debt rating is equalized with the Long-Term
IDR given the funding mix and a limited pool of unencumbered
assets, which reflect poor recovery prospects.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The unsecured debt rating is primarily sensitive to changes in the
Long-Term IDR and secondarily to the funding mix and available
collateral. A material increase in unencumbered assets and recovery
prospects could result in the unsecured debt rating notched above
the Long-Term IDR.
ESG CONSIDERATIONS
FOA has an ESG Relevance Score of '4' for Governance Structure due
to elevated key-person risk related to its founder and Chairman,
Brian Libman, who has led the growth and strategic direction of the
company. This has a negative impact on the credit profile and is
relevant to the rating in conjunction with other factors.
FOA has an ESG Relevance Score of '4' for Customer Welfare - Fair
Messaging, Privacy and Data Security, due to its exposure to
compliance risks that include fair lending practices, debt
collection practices and consumer data protection. This has a
negative impact on the credit profile and is relevant to the rating
in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Finance of America
Companies Inc. LT IDR C Downgrade CCC+
Finance of America
Equity Capital LLC LT IDR C Downgrade CCC+
Finance of America
Funding LLC LT IDR C Downgrade CCC+
senior unsecured LT C Downgrade RR6 CCC-
FINTHRIVE SOFTWARE: $1.44BB Bank Debt Trades at 24% Discount
------------------------------------------------------------
Participations in a syndicated loan under which FinThrive Software
Intermediate Holdings Inc is a borrower were trading in the
secondary market around 76.4 cents-on-the-dollar during the week
ended Friday, July 12, 2024, according to Bloomberg's Evaluated
Pricing service data.
The $1.44 billion Term loan facility is scheduled to mature on
December 18, 2028. About $1.40 billion of the loan is withdrawn and
outstanding.
FinThrive is a provider of revenue cycle management software
solutions to the healthcare sector.
FIRST GUARANTY: PIMCO Case Won't Proceed to Mediation
-----------------------------------------------------
Magistrate Judge Christopher J. Burke of the United States District
Court for the District of Delaware has determined that mediation is
not appropriate for the case captioned as PACIFIC INVESTMENT
MANAGEMENT COMPANY, LLC and PIMCO INVESTMENTS, LLC, Appellants, v.
KARI CRUTCHER Appellee. Civil Action No. 24-0001-CFC (D. Del.)
After conducting an initial review of the case, including having
gathered information from the parties and their counsel, the Court
recommends that the assigned District Judge issue an order
withdrawing the matter from mediation.
The parties are embroiled in a whistleblower lawsuit Crutcher filed
in 2016 in the U.S. District Court for the Northern District of
Georgia. Crutcher alleges her former employer, First Guarantee
Mortgage Corporation, fraudulently underwrote government-insured
mortgages that were riskier than allowed by the United States
Department of Housing and Urban Development's Federal Housing
Administration. She claims FGMC knowingly approved residential
loans that violated FHA rules and falsely certified compliance with
those rules, allowing it to profit from the loans, even if
borrowers ultimately defaulted on their mortgages. Then, when
borrowers did inevitably default on their mortgages, HUD sustained
the losses rather than FGMC. Crutcher amended the complaint in 2022
to add PIMCO, FGMC's owner, Andrew Peters, FGMC's CEO, and three
other FGMC officers as defendants. FGMC filed for Chapter 11
bankruptcy the next day. In June 2023, the District Court denied
PIMCO's and Peters' request to dismiss the Amended Complaint.
A copy of the Court's decision dated July 5, 2024, is available at
https://urlcurt.com/u?l=gCzcnr
About First Guaranty Mortgage
First Guaranty Mortgage Corporation -- https://www.fgmc.com/ -- was
a full service, non-bank mortgage lender, offering a full suite of
residential mortgage options tailored to borrowers' different
financial situations. It was one of the leading independent
mortgage companies in the United States that originated residential
mortgages through a national platform.
Just before the bankruptcy filing, as a result of an extreme and
unanticipated liquidity crisis and resultant inability to obtain
additional capital, FGMC ceased all of its mortgage loan
origination activity and separated nearly 80% of its workforce.
FGMC and an affiliate commenced Chapter 11 Cases to evaluate their
options, accommodate their customers, and maximize and preserve
value for all stakeholders.
First Guaranty Mortgage Corporation sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10584)
on June 30, 2022. Affiliate Maverick II Holdings, LLC also sought
bankruptcy protection (Bankr. D. Del. Case No. 22-10583). In the
petition signed by Aaron Samples, chief executive officer, FGMC
disclosed up to $1 billion in both assets and liabilities.
Judge Craig T. Goldblatt oversees the cases.
Dentons US LLP and Pachulski Stang Ziehl, and Jones LLP represent
the Debtors as counsel. FTI Consulting, Inc. and Strategic
Mortgage Finance Group, LLC, serve as chief restructuring officer
(CRO) provider and investment banker, respectively. Kurtzman
Carson Consultants, LLC, is the claims and notice agent.
LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by
lawyers at Greenberg Traurig, LLP. The Cash Flow DIP Lender is an
indirect subsidiary of a private investment managed by Pacific
Investment Management Company LLC. B2 FIE IV LLC, an affiliate of
the DIP Lender, owns 100% of the equity interests of FGMC.
Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser
while Barclays Capital Inc. serves as DIP MSFTA Counterparty. They
are represented by Hunton Andrews Kurth LLP and Potter Anderson &
Corroon LLP.
FOUNDEVER WORLDWIDE: $1.40BB Bank Debt Trades at 25% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Foundever Worldwide
Corp is a borrower were trading in the secondary market around 74.6
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.40 billion Term loan facility is scheduled to mature on
August 28, 2028. About $1.36 billion of the loan is withdrawn and
outstanding.
Foundever Worldwide Corp provides business process outsourcing
services. The Company offers digital, technology, training,
analytics, technical support, and consulting services. Foundever
Worldwide serves telecoms, utilities, and healthcare industries
worldwide.
FRANCHISE GROUP: $1BB Bank Debt Trades at 31% Discount
------------------------------------------------------
Participations in a syndicated loan under which Franchise Group Inc
is a borrower were trading in the secondary market around 68.9
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1 billionTerm loan facility is scheduled to mature on March
10, 2026. About $764.8 million of the loan is withdrawn and
outstanding.
Franchise Group, Inc., through its subsidiaries, operates
franchised and franchisable businesses including The Vitamin
Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More,
American Freight, Buddy's Home Furnishings and Sylvan Learning
Systems, Inc.
FRANCHISE GROUP: $300MM Bank Debt Trades at 33% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Franchise Group Inc
is a borrower were trading in the secondary market around 66.9
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $300 million Term loan facility is scheduled to mature on March
10, 2026. About $296.3 million of the loan is withdrawn and
outstanding.
Franchise Group, Inc., through its subsidiaries, operates
franchised and franchisable businesses including The Vitamin
Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More,
American Freight, Buddy's Home Furnishings and Sylvan Learning
Systems, Inc.
GALAXY US: $969MM Bank Debt Trades at 24% Discount
--------------------------------------------------
Participations in a syndicated loan under which Galaxy US Opco Inc
is a borrower were trading in the secondary market around 76.3
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $969 million Term loan facility is scheduled to mature on April
30, 2029. About $949.6 million of the loan is withdrawn and
outstanding.
Galaxy US Opco Inc., a wholly owned subsidiary of CD&R Galaxy UK
Intermediate 3 Limited, operates as a consulting services company.
GENESIS TREE: 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 Genesis
Tree Care, LLC.
Mr. McConnell will be paid an hourly fee of $350 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. 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 Genesis Tree Care
Genesis Tree Care, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01873) on July
2, 2024, with up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Jacob A. Brown presides over the case.
Thomas C. Adam, Esq., at Adam Law Group, P.A. represents the Debtor
as bankruptcy counsel.
GLOBAL BUSINESS: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned Global Business Travel Group, Inc.
(NYSE: GBTG) and GBT US III LLC a first-time Long-Term Issuer
Default Rating (IDR) of 'BB'. Fitch has also assigned issue-level
ratings of 'BBB-' with a Recovery Rating of 'RR1' to GBT US III
LLC's senior secured revolver and term loans. The Rating Outlook is
Stable.
The rating reflects Fitch's expectations that GBTG will maintain
EBITDA leverage appropriate for the rating in the medium term,
fueled by transaction growth and margin expansion. Prudent balance
sheet management somewhat offsets the industry volatility and
uncertainty around the future of corporate travel. The meaningful
improvement in leverage during 2023 positioned the company for
interest savings and accretive acquisition opportunities.
Fitch considers GBTG's successful M&A integration record when
assessing natural execution risk for its CWT acquisition, scheduled
to close in 2H24. Fitch expects the company to achieve incremental
cash interest savings post refinancing, along with a revolver
upsize and lengthened maturity schedule.
KEY RATING DRIVERS
Market Position: Amex GBT is a leading B2B software and services
company for travel and expense, supported by strong client
retention and the long-term nature of its contracts. Client
retention was 96% for the year ended 2023, with an average contract
duration of three to five years and 15 years for the top-10 global
multinational business clients. GBTG is deemed as controlled by
American Express for the purposes of the Bank Holding Company Act
and therefore subject to certain bank regulatory requirements and
restrictions.
Business Travel Recovery: Fitch expects GBTG to benefit from the
headroom in recovery for business transient in the near-term, given
its focus on corporate travelers. Business transient has lagged in
recovery post the Covid-19 pandemic relative to leisure travel amid
economic uncertainty and ensuing conservative corporate spend. The
rise of work-from-home and online meetings also poses risk to the
return of corporate travel; however, long-term effects are
uncertain.
GBTG's revenue was down 63% in 2020, but has steadily improved in
the last couple of years, exceeding 2019 levels for the first time
in 2023. Strength in performance continued into 1Q24 with share
gains and margin expansion. Amex GBT anticipates full-year revenue
growth at a midpoint of 7.5%, which is in line with revenue growth
of 6% in 1Q24, with faster growth from multinational clients than
SMEs. This trend differs from 2023, when SMEs saw outpaced growth.
Refinancing Strengthens Liquidity: The refinancing of the
outstanding term loans due in 2025 and 2026 and the revolving
credit facility strengthens GBTG's liquidity position. The company
can focus on EBITDA growth after refinancing its next major
maturity is July 2031, when the $1.4 billion term loan comes due.
The refinancing also offers interest cost savings that will improve
FCF, while the revolver upsize enhances financial flexibility to
take advantage of accretive M&A and reinvestment to drive
shareholder return.
Improved Leverage Profile: GBTG has demonstrated a commitment to
deleveraging, with a notable improvement in the company's leverage
profile during 2023. This resulted in annual interest rate savings
of $25 million from a step down of 150 bps in the applicable term
loan rate. Fitch expects GBTG's leverage trajectory to continue
downward in the medium term as a function of EBITDA growth and debt
paydown. Prior to the pandemic, GBTG had minimal debt and took on
debt to withstand the downturn.
Fitch expects GBTG to maintain conservative financial policy in
terms of leverage targets and capital allocation. This is
consistent with the company's recent actions to lower its leverage
policy to 1.5x-2.5x net debt to adjusted EBITDA. Fitch views GBTG
on a gross EBITDA leverage basis, which was at 4.6x at end-2023.
Fitch expects the ratio to reach mid-2.0x by 2025. Management's
focus on the balance sheet and the Fitch-projected leverage profile
support the rating.
Strategic M&A: Strategic acquisitions have been key to GBTG's
platform and product expansion since its formation in 2014. These
investments have increased the breadth of offerings to gain market
share in the fragmented third-party travel management industry.
Consolidation offers upside opportunities, as evidenced by GBTG's
record of prior acquisitions, such as Hogg Robinson Group and
Egencia. Similarly, the CWT acquisition offers an opportunity to
expand the client base and drive cost synergies. Fitch expects GBTG
to be opportunistic in assessing M&A for opportunities accretive to
existing operations.
Platform Diversification: Amex GBT operates in more than 140
countries, but the U.S. and U.K. represented 70% of total 2023
revenue. The B2B platform serves corporate travel clients and
suppliers, with 80% of revenue coming from travel in 2023 and the
rest from products and professional services. The concentrated
offering is somewhat offset by limited concentration in the client
and supplier base, as no single client represented more than 2% of
2023 revenue. The client base is also comprised of a multitude of
industry verticals, with M&A enhancing the diversification.
Competitive and Cyclical Industry: GBTG serves clients and
suppliers in the travel management industry, both of which are
sensitive to macroeconomic events. The cyclical nature of the
travel industry weighs on GBTG's credit profile. Economic cycles,
as well as exogenous events, such as acts of terrorism and
pandemics, have historically caused large drops in revenue and
profitability for the global travel industry. As an intermediary
within this industry, changes in airlines, hotels and car rental
companies also influence GBTG's revenue.
Amex GBT's rating reflects its solid liquidity position and
leverage profile, supported by prudent balance sheet management.
However, this is offset by concentrated corporate offerings in the
fragmented travel management industry. The company has significant
exposure to economic cyclicality, with uncertainty around economic
softening and geopolitical risk that could affect transaction
volume.
GBTG is committed to maintaining a solid balance sheet, as
demonstrated by its recently lowered net leverage policy of
1.5x-2.5x. Fitch-rated peer, Expedia Group, Inc. (BBB-/Positive)
has a gross leverage policy of 2.0x and is much larger in scale,
but operates at similar margins with a leisure travel focus,
against GBTG's focus on the corporate segment.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Demonstrate continued ability to gain new clients and increase
penetration into the SME segment.
- Successful integration of CWT, demonstrated by realized cost
synergies and increased transaction volume.
- EBITDA leverage sustained below 3.0x.
- Margin sustained in the high teens.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Continued drag on business corporate travel recovery.
- EBITDA leverage above 3.5x for a sustained period.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity Position: Amex GBT had $475 million in cash and
cash equivalents and $43 million available on its $50 million
revolving credit facility net of $7 million letters of credit as of
March 31, 2024. The Term Loan B refinancing will enhance GBTG's
financial flexibility, pushing out 2025 and 2026 term loan
maturities to 2031 and allowing it to capture organic and inorganic
growth. This is further supplemented by the increase in revolver
capacity to $360 million. The refinancing also offers cash interest
expense savings, which will further supplement GBTG's FCF
position.
ISSUER PROFILE
American Express Global Business Travel (Amex GBT) is a B2B travel
platform, providing software and services to manage travel,
expenses, meetings and events for companies of all sizes.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
Global Business
Travel Group, Inc. LT IDR BB New Rating
GBT US III LLC LT IDR BB New Rating
senior secured LT BBB- New Rating RR1
GOTO GROUP: $958.9MM Bank Debt Trades at 50% Discount
-----------------------------------------------------
Participations in a syndicated loan under which GoTo Group Inc is a
borrower were trading in the secondary market around 50.1
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $958.9 million Term loan facility is scheduled to mature on
April 28, 2028. About $956.5 million of the loan is withdrawn and
outstanding.
GoTo, formerly LogMeIn Inc., is a flexible-work provider of
software as a service and cloud-based remote work tools for
collaboration and IT management.
HAWAIIAN HOLDINGS: Reports Early Exchange Results for Senior Notes
------------------------------------------------------------------
Hawaiian Holdings, Inc. announced on July 9, 2024, that Hawaiian
Brand Intellectual Property, Ltd., an exempted company incorporated
with limited liability under the laws of the Cayman Islands and an
indirect wholly owned subsidiary of the Company, and HawaiianMiles
Loyalty, Ltd., an exempted company incorporated with limited
liability under the laws of the Cayman Islands and an indirect
wholly owned subsidiary of the Company, have released the early
exchange results for their previously announced offer to exchange
any and all of their outstanding 5.750% Senior Secured Notes due
2026 held by Eligible Holders for the Issuers' 11.000% Senior
Secured Notes due 2029 and cash.
In connection with the Exchange Offer, the Issuers are soliciting
consents to the adoption of certain amendments to the indenture
governing the Existing Notes. Eligible Holders who tender their
Existing Notes pursuant to the Exchange Offer must also deliver
Consents to the Proposed Amendments. Eligible Holders may not
deliver Consents to the Proposed Amendments without also validly
tendering their Existing Notes.
As of the previously announced Early Exchange Time of 5:00 p.m.,
New York City time, on July 9, 2024, according to information
provided by Global Bondholder Services Corporation, the Information
and Exchange Agent for the Exchange Offer and Consent Solicitation,
$1,110,278,214 aggregate principal amount (or approximately 92.5%
of the outstanding principal amount) of the Existing Notes had been
validly tendered and not validly withdrawn in the Exchange Offer.
Consummation of the Exchange Offer and Consent Solicitation is
conditioned upon the satisfaction or waiver of the conditions set
forth in the Exchange Offer Materials, including Eligible Holders
validly tendering and not validly withdrawing at least
$1,140,000,000 aggregate principal amount of Existing Notes,
provided however, that (i) if Eligible Holders shall have validly
tendered and not validly withdrawn at least $800,000,000, but less
than $1,140,000,000, aggregate principal amount of Existing Notes,
the Issuers may accept for exchange such Existing Notes in their
sole and absolute discretion and shall have the right to waive the
Minimum Participation Condition without extending the Withdrawal
Deadline or Expiration Time and (ii) if Eligible Holders shall have
validly tendered and not validly withdrawn less than $800,000,000
aggregate principal amount of Existing Notes, the Issuers shall not
accept for payment such Existing Notes and the Issuers shall not
have the right to waive the Minimum Participation Condition. In
addition, the Exchange Offer and Consent Solicitation may be
terminated or withdrawn at any time, in the Issuers' sole and
absolute discretion, subject to compliance with applicable law.
Although $1,110,278,214 aggregate principal amount, or
approximately 92.5%, of the Existing Notes were tendered, the
Issuers have waived the Minimum Participation Condition, and the
Issuers will accept such Existing Notes tendered (and not validly
withdrawn) on or prior to the Early Exchange Time at or around July
26, 2024. The Total Exchange Consideration, which includes the
Early Exchange Payment of $50.0 in cash per $1,000 principal amount
of Existing Notes, will be paid to holders of Existing Notes
validly tendered on or prior to the Early Exchange Time and
accepted by the Issuers for exchange, which will result in a
payment on the Settlement Date of $825.0 of New Notes and $175.0 in
cash for every $1,000 principal amount of Existing Notes tendered.
Holders of Existing Notes accepted in the Exchange Offer as of the
Early Exchange Time will also receive an interest cash payment for
each $1,000 principal amount of Existing Notes exchanged,
representing interest, if any, that has accrued from the most
recent interest payment date in respect of the Existing Notes up
to, but not including the Settlement Date.
The Exchange Offer remains open and is scheduled to expire at 5:00
p.m., New York City time, on July 24, 2024, unless extended or
earlier terminated by the Issuers. Existing Notes that have been
tendered or that may be tendered prior to the Expiration Time may
not be withdrawn. The deadline for withdrawing tenders of Existing
Notes was 5:00 p.m., New York City time, on July 9, 2024; as such,
any previously tendered Existing Notes may no longer be withdrawn.
About Hawaiian Holdings
Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides
transportation services. As of September 30, 2023, Hawaiian
Holdings has $3,923,260 in total assets and $3,744,502 in total
liabilities. As of March 31, 2024, the Company had $3.79 billion
in total assets, $917.6 million in total liabilities, and $40.2
million in total stockholders' equity.
Hawaiian Holdings reported a net loss of $260.5 million for the
year ended December 31, 2023, compared to a net loss of $240.08
million for the year ended December 31, 2022. As of March 31, 2024,
the Company had $3.79 billion in total assets, $3.83 billion in
total liabilities, and $40.2 million in total shareholders'
deficit.
On December 2, 2023, the Company entered into an Agreement and Plan
of Merger with Alaska Air Group, Inc., a Delaware corporation, and
Marlin Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Alaska, pursuant to which, subject to satisfaction or
waiver of conditions therein, Merger Sub will merge with and into
the Company, with the Company surviving as a wholly owned
subsidiary of Alaska. At the effective time of the Merger, each
share of the Company's common stock, Series B Special Preferred
Stock, Series C Special Preferred Stock, and Series D Special
Preferred Stock issued and outstanding immediately prior to the
Effective Time, subject to certain customary exceptions specified
in the Merger Agreement, will be converted into the right to
receive $18.00 per share, payable to the holder in cash, without
interest. Completion of the Merger is subject to customary closing
conditions, including approval by the Company's stockholders, which
was obtained on February 16, 2024; performance by the parties in
all material respects of all their obligations under the Merger
Agreement; the receipt of required regulatory approvals; and the
absence of an order or law preventing, materially restraining, or
materially impairing the consummation of the Merger.
On February 7, 2024, the Company and Alaska each received a request
for additional information and documentary material from the
Department of Justice in connection with the DOJ's review of the
Merger. On March 27, 2024, the Company and Alaska entered into a
timing agreement with the DOJ pursuant to which we agreed, among
other things, not to consummate the Merger before 90 days following
the date on which both parties have certified substantial
compliance with the Second Request unless we have received written
notice from the DOJ prior to the end of such 90-day period that the
DOJ has closed its investigation of the Merger.
The Merger Agreement includes customary termination rights in favor
of each party. In certain circumstances, the Company may be
required to pay Alaska a termination fee of $39.6 million in
connection with the termination of the Merger Agreement.
The Merger is expected to close within 12 to 18 months of the date
of the Merger Agreement.
* * *
On June 4, 2024, Egan-Jones Ratings Company maintained its 'CCC-'
foreign currency and local currency senior unsecured ratings on
debt issued by Hawaiian Holdings, Inc.
HEATHERWOOD CONDOMINIUM: Exclusivity Period Extended to Nov. 14
---------------------------------------------------------------
Judge Lisa Ritchey Craig of the U.S. Bankruptcy Court for the
Northern District of Georgia extended Heatherwood Condominium
Association, Inc.'s exclusive period to file a plan of
reorganization to November 14, 2024.
As shared by Troubled Company Reporter, the Debtor claims that it
has acted diligently during the initial months of this chapter 11
case and will continue to do so for the remainder of the case. The
Debtor's bylaws require strict adherence to formal voting
procedures in order to enact and effectuate special assessment or
modifications to the Debtor's annual budget. These formal actions
are necessary to fund a plan and will demand more time of the
Debtor and Debtor's counsel.
The Debtor anticipates filing and confirming a plan in the coming
months and seeks an extension to the Exclusivity Periods to
preclude the costly disruption and instability that would occur if
competing plans were proposed either before the plan is confirmed,
or, if the plan is not confirmed, before the Debtor has a
meaningful opportunity to work with its key constituencies to put
forth an amended proposal.
The Debtor explains that premature termination of the Exclusivity
Periods may engender duplicative expense and litigation associated
with multiple competing plans. Any litigation with respect to
competing plans and resulting administrative expenses will only
decrease recoveries to the Debtor's creditors and significantly
delay, if not undermine entirely, the possibility of prompt
confirmation of a plan of reorganization.
Heatherwood Condominium Association, Inc. is represented by:
KECK LEGAL, LLC
Benjamin R. Keck, Esq.
2801 Buford Highway NE, Suite 115
Atlanta, GA 30329
Tel. (470) 826-6020
Email: bkeck@kecklegal.com
About Heatherwood Condominium Association
Heatherwood Condominium Association, Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No.
24-52840) on March 19, 2024, with $0 to $50,000 in assets and
$100,001 to $500,000 in liabilities.
Judge Lisa Ritchey Craig presides over the case.
Benjamin R. Keck, Esq., at Keck Legal, LLC, represents the Debtor
as legal counsel.
HO WAN KWOK: Trustee Wins Summary Judgment in Adversary Case
------------------------------------------------------------
Judge Julie A. Manning of the United States Bankruptcy Court for
the District of Connecticut granted the motion for summary judgment
filed by Luc A. Despins, in his capacity as Chapter 11 trustee for
the bankruptcy estate of Ho Wan Kwok, on the first and second
claims in an adversary proceeding he brought against Greenwhich
Land, LLC, and Hing Chi Ngok.
On February 15, 2022, the Individual Debtor filed a voluntary
Chapter 11 petition in this Court. The Individual Debtor's Chapter
11 case is jointly administered with the voluntary Chapter 11 cases
of two affiliated corporate debtors.
Ms. Ngok is the sole member of Greenwich Land and is currently its
only officer. Ms. Ngok is the Individual Debtor's wife. Greenwich
Land is the record owner of, among other things, the property
commonly known as 373 Taconic Road, Greenwich, Connecticut.
Greenwich Land formerly owned another piece of real estate, namely,
the property commonly known as 33 Ferncliff Road, Cos Cob,
Connecticut.
On March 27, 2023, the Trustee commenced this adversary proceeding
by filing the Complaint. The Complaint pleads two claims for
relief:
(i) the First Claim seeks, pursuant to sections 541, 542, and
544 of title 11 of the United States Code, a declaratory judgment
that Greenwich Land is the Individual Debtor's alter ego and, on
that basis, turnover of Greenwich Land's assets to the Estate,
including the Taconic Property and other assets, such as the
proceeds of the post-petition sale of the Ferncliff Property, via
delivery of the same to the Trustee; and
(ii) the Second Claim seeks, pursuant to sections 541, 542, and
544 of the Bankruptcy Code, a declaratory judgment that Greenwich
Land is beneficially owned by the Individual Debtor and, on that
basis, turnover of Ms. Ngok's membership interest in Greenwich Land
to the Estate via delivery of the same to the Trustee.
On May 9, 2023, the Greenwich Parties filed an answer to the
Complaint.
On October 10, 2023, the Trustee filed the Motion for Summary
Judgment. The Motion seeks summary judgment on both the First and
Second Claims.
The Trustee argues application of the Dordevic factors establishes
the Individual Debtor equitably owns Greenwich Land. He argues (a)
Ms. Ngok is the Individual Debtor's wife; (b)Ms. Ngok is not the
source of any substantial portion of Greenwich Land's assets or the
funds used to purchase those assets; (c) Ms. Ngok's nominal
ownership of Greenwich Land is used to frustrate collection
activity; and (d) the Individual Debtor dominates and controls
Greenwich Land.
The Greenwich Parties raise the objections to the Trustee's
evidence. The Greenwich Parties assert the Trustee has
insufficient evidence to establish the Individual Debtor's dominion
and control over Greenwich Land. The Greenwich Parties also argue
there is a genuine dispute of material fact as to whether Qiang
Guo, the Individual Debtor's and Ms. Ngok's son, bought the
Ferncliff and Taconic Properties.
The Court has overruled the Greenwich Parties' evidentiary
objections. The Court will not consider Ms. Ngok's earlier Rule
2004 deposition testimony regarding Mr. Guo because it contradicts
her deposition testimony in this adversary proceeding, the
Greenwich Parties' admissions in this adversary proceeding, and the
Greenwich Parties' disclosures in this adversary proceeding. The
remaining issue, therefore, is whether the undisputed facts
establish the Trustee is entitled to judgment as a matter of law
that the Individual Debtor equitably owns Greenwich Land.
The Court concludes there is no genuine dispute of material fact
and the Trustee is entitled to judgment as a matter of law that the
Individual Debtor beneficially owns Greenwich Land. According to
the Court, a reasonable jury would find that the Individual Debtor
so dominated and controlled Greenwich Land such that Greenwich Land
had no separate economic existence from the Individual Debtor.
The Court also concludes Greenwich Land's corporate form frustrates
collection efforts. Ms. Ngok's nominal ownership contributes to
that frustration, the Court notes. Moreover, Ms. Ngok has neither
knowledge of nor control over Greenwich Land's officers and
operations. Without this knowledge, she could not and did not know
and control their activities on behalf of Greenwich Land, the Court
states. The Court finds Ms. Ngok is not the source of Greenwich
Land's assets. Finally, it is uncontested that Ms. Ngok has a
close relationship with the Individual Debtor: the Greenwich
Parties assert she is his wife. Hence, on the undisputed facts
before the Court, four out of the five Dordevic factors support the
conclusion that the Individual Debtor equitably owns Greenwich
Land.
Therefore, on the basis of the undisputed record, the Court
concludes the Trustee is entitled to judgment as a matter of law
that the Individual Debtor equitably owns Greenwich Land.
The Court grants the Motion for Summary Judgment as to both the
First and Second Claims of the Complaint. Given the undisputed
facts, the Trustee is entitled to judgment as a matter of law that,
under Delaware law, (A) Greenwich Land is the alter ego of the
Individual Debtor and (B) the Individual Debtor equitably owns
Greenwich Land. Therefore, pursuant to 11 U.S.C. Secs. 541, 542,
and 544, the Trustee is entitled to judgment as a matter of law
that, respectively, all Greenwich Land's assets and Ms. Ngok's
membership interest in Greenwich Land are property of the Estate.
A copy of the Court's decision dated July 2, 2024, is available at
https://urlcurt.com/u?l=UHGDmc
Counsel for Movant Mr. Luc A. Despins, Chapter 11 Trustee for the
Estate of Mr. Ho Wan Kwok, Plaintiff:
Avram E. Luft, Esq.
G. Alexander Bongartz, Esq.
PAUL HASTINGS LLP
200 Park Avenue
New York, NY 10166
E-mail: alexbongartz@paulhastings.com
- and -
Nicholas A. Bassett, Esq.
PAUL HASTINGS LLP
2050 M Street NW
Washington, D.C. 20036
E-mail: nicholasbassett@paulhastings.com
- and -
Douglas Skalka, Esq.
Patrick R. Linsey, Esq.
NEUBERT, PEPE & MONTIETH
195 Church Street, 13th Floor
New Haven, CT 06510
E-mail: dskalka@npmlaw.com
plinsey@npmlaw.com
Counsel for Respondents Greenwich Land, LLC and Ms. Hing Chi Ngok,
Defendants:
Christopher J. Major, Esq.
Austin D. Kim, Esq.
MEISTER SEELIG & FEIN PLLC
125 Park Avenue, 7th Floor
New York, NY 10017
E-mail: cjm@msf-law.com
adk@msf-law.com
About Ho Wan Kwok
Ho Wan Kwok sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022. Judge
Julie A. Manning oversees the case. Dylan Kletter, Esq., is the
Debtor's legal counsel.
Ho Wan Kwok aka Guo Wengui is an exiled Chinese businessman.
According to Reuters, Guo was a former real estate magnate who fled
China for the U.S. in 2014 ahead of corruption charges. Guo filed
for bankruptcy after a New York court ordered him to pay lender
Pacific Alliance Asia Opportunity Fund $254 million stemming from a
contract dispute. PAX had initially loaned two of Guo's companies
$100 million in 2008 for a construction project in Beijing and sued
Guo when he failed to pay off the loan.
An Official Committee of Unsecured Creditors has been appointed in
the case and is represented by Pullman & Comley, LLC.
Luc A. Despins was appointed Chapter 11 Trustee in the case.
HOLLIE RAY: Unsecured Creditors to Split $8K in Plan
----------------------------------------------------
Hollie Ray Boutique, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Tennessee a Second Amended Plan of
Reorganization dated July 1, 2024.
The Debtor was formed in 2016, and is a retail clothing business.
The principal office is in Franklin Tennessee. In late 2022-2023,
the Debtor attempted to expand and opened additional locations.
The Debtor was not able to continue the main location, in the Green
Hills Mall, so they ended up entering leases to have retail store
locations at Hamilton Place Mall and the new Tanger Mall location
in Nashville. They also relocated and established their new primary
retail location at 5th and Broad in Nashville. The Debtor
experienced unfortunate similar circumstances at both the Tanger
Mall and the Hamilton Mall locations.
There were shootings that resulted in loss of life and left both of
those locations without the traffic and resulting sales necessary
to be successful. The Debtor also had personnel changes with the
records and bookkeeping. The cash balance sheets became unbalanced
resulting in tax obligations and high interest merchant capital
loans. These setbacks contributed to this Chapter 11 filing. The
Debtor has consolidated locations, reduced expenses and proposes
this plan to get the business successfully reorganized.
This Plan of Reorganization under Chapter 11 of the Code proposes
to pay the following creditor classes from cash flow from the
business operations and future income of the Debtor.
Non-priority unsecured creditors holding allowed claims will
receive pro rata distributions totaling $8,000.00 from the debtor.
This Plan also provides for the payment of administrative and
priority claims. Debtor estimates that non-priority unsecured
creditors will receive approximately a .0045% disbursement.
Class 10 shall consist of the allowed unsecured claims not entitled
to priority and not expressly included in the definition of any
other class. The Plan provides a pool of $8,000.00 to be paid
pro-rata to the claimholders in this class. Nonpriority unsecured
creditors will receive approximately a .0045% disbursement. There
shall be 1 lump-sum payment of $8,000.00 (for total disbursement of
$8,000.00) paid pro-rata to the claimholders in this class as
follows: $8,000.00 to be paid on or before June 2029.
The Debtor will retain all ownership rights in property of the
estate.
The Debtor anticipates that the operations of Hollie Ray Boutique
will provide sufficient cash flow to fund the Plan. The Debtor has
consolidated locations, cut payroll and restocked inventory such
that the Debtor will be able to fund this plan.
A full-text copy of the Second Amended Plan dated July 1, 2024 is
available at https://urlcurt.com/u?l=OZvfuz from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Keith D. Slocum
Slocum Law
370 Mallory StaÆŸon Road Suite 504
Franklin TN, TN 37067
Telephone:(615) 656-3344
Facsimile: (615) 647-0651
Email: keith@keithslocum.com
About Hollie Ray Boutique, LLC
Hollie Ray Boutique, LLC is a locally owned boutique that carries
women's clothing, jewelry, gifts and accessories with a focus on
quality and style.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00707) on March 1,
2024, with $187,438 in assets and $1,751,189 in liabilities. Erica
Reynolds, authorized representative of the Debtor, signed the
petition.
Judge Randal S. Mashburn presides over the case.
Keith D. Slocum, Esq., at Slocum Law represents the Debtor as
bankruptcy counsel.
HOME MARKETING: Frances Smith Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 6 appointed Frances Smith, Esq., at
Ross, Smith & Binford, PC, as Subchapter V trustee for Home
Marketing Services, Inc.
Ms. Smith will be paid an hourly fee of $475 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Smith declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Frances A. Smith, Esq.
Ross, Smith & Binford, PC
700 N. Pearl Street, Ste. 1610
Dallas, TX 75201
Phone: 214-593-4976
Fax: 214-377-9409
Email: frances.smith@rsbfirm.com
About Home Marketing Services
Home Marketing Services, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-31865) on
June 27, 2024, with $100,001 to $500,000 in assets and $500,001 to
$1 million in liabilities.
Robert Thomas DeMarco, Esq., represents the Debtor as legal
counsel.
IBIO INC: Approves Equity Awards, Updates Code of Business Conduct
------------------------------------------------------------------
iBio, Inc. disclosed in a Form 8-K filed with the U.S. Securities
and Exchange Commission that the Company's Board approved forms of
award agreements to be used for the grant of stock options and
restricted stock units to directors, executive officers, employees
and consultants under the Company's 2023 Plan. The Award Agreements
were adopted in order to facilitate the Company's grant of equity
awards with a variety of terms and vesting criteria as permitted by
the 2023 Plan.
The forms of Award Agreements include provisions that provide the
following:
The exercise price of an option may be paid in any combination of:
cash; check; by the delivery of shares of common stock then owned
by the optionee (or by attestation of such ownership); or via
cashless exercise.
If a participant's employment or service to the Company is
terminated, outstanding vested and unvested awards will be subject
to the following treatment:
Reason for Termination:
-- Death or Disability
-- For Cause Termination
-- Voluntary Termination
Effect on Awards:
-- All outstanding awards will immediately vest
-- All outstanding awards, whether or not vested, earned or
exercisable, will be forfeited
-- Unvested, unearned or unexercisable awards will be
forfeited.
For Company non-employee directors, upon a Sale Event occurring
during an optionee's service to the Company, all outstanding awards
will immediately vest.
For Company employees, upon termination of an optionee's service to
the Company on an involuntary basis without Cause or on a voluntary
basis with Good Reason within 12 months following a Sale Event, all
outstanding awards will immediately vest.
For Company officers, upon termination of an optionee's service to
the Company on an involuntary basis without Cause (as defined in
the Award Agreement) one month prior or twelve months following a
Sale Event or on a voluntary basis with Good Reason (as defined in
the Award Agreement) within twelve months following a Sale Event,
all outstanding awards will immediately vest.
Additionally, on July 2, 2024, the Company approved and adopted an
updated Code of Business Conduct and Ethics, which applies to all
directors, officers and employees of the Company. The Code
supersedes the existing Code of Business Conduct and Ethics adopted
by the Board.
The Code has been updated to modernize its language and structure,
promote mitigation of risk with Company personnel, and better
reflect changes in the Company's day-to-day operations and work
environment.
About iBio, Inc.
iBio, Inc. -- www.ibioinc.com -- is an AI-driven innovator that
develops next-generation biopharmaceuticals using computational
biology and 3D-modeling of subdominant and conformational epitopes,
prospectively enabling the discovery of new antibody treatments for
hard to target cancers, and other diseases. iBio's mission is to
decrease drug failures, shorten drug development timelines, and
open up new frontiers against the most promising targets.
Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated Sept. 27, 2023, citing that the Company has suffered
recurring losses from operations and negative cash flows from
operating activities for the years ended June 30, 2023 and 2022 and
has an accumulated deficit as of June 30, 2023. These matters,
among others, raise substantial doubt about its ability to continue
as a going concern.
ICAP ENTERPRISES: Seeks to Extend Plan Exclusivity to August 29
---------------------------------------------------------------
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 August 29 and October 28, 2024, respectively.
Since the filing the First Exclusivity Motion and the Second
Exclusivity Motion, the Debtors have been focused on obtaining
further postpetition financing that will provide the Debtors with
the working capital necessary to confirm the Plan and pursue claims
that they expect to return substantial value to the estates.
On July 2, 2024, the Debtors filed the DIP Motion seeking approval
of the Supplemental DIP Financing in the amount of $2,014,414.00.
With the Supplemental DIP Financing in place, the Debtors can
continue to advance these Chapter 11 Cases towards confirmation of
the Plan.
The Debtors claim that they are continuing to work collaboratively
with the Committee on finalizing the terms of the Plan. The Plan
seeks to, among other things, establish a liquidating trust that
will liquidate the Debtors' remaining assets (including, causes of
action against third-parties related to the Debtors' prepetition
Ponzi scheme) and make distributions to creditors in accordance
with the terms of the Plan.
The Debtors explain that the companies and the Committee have made
significant progress on the Plan and anticipate filing the Plan
within the next week. However, out of an abundance of caution, the
Debtors are seeking to extend the Exclusivity Periods to provide
the Debtors and the Committee with the necessary time to finish
drafting, seek approvals of, and file the Plan without the
disruption of competing plans.
Accordingly, the Debtors submit that their demonstrated progress to
date supports the extension of the Exclusivity Periods.
Co-Counsel to the Debtors:
Julian I. Gurule, Esq.
O'MELVENY & MYERS LLP
400 South Hope Street, 18th Floor
Los Angeles, California 90071
Telephone: (213) 430-6067
E-mail: jgurule@omm.com
Proposed Co-Counsel to the Debtors:
Oren B. Haker, Esq.
BLACK HELTERLINE LLP
805 SW Broadway
Suite 1900
Portland, OR 97205
Telephone: 503 224-5560
Email: oren.haker@bhlaw.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.
IMPERIAL PACIFIC: Creditors' Motion for Relief from Stay Denied
---------------------------------------------------------------
Chief Judge Ramona V. Manglona of the United States District Court
for the Northern Mariana Islands entered a Memorandum Decision
denying with prejudice the request of Joshua Gray and U.S.A. Fanter
Corp., Ltd. for relief from automatic stay in the bankruptcy case
of Imperial Pacific International (CNMI), LLC.
The Debtor filed its voluntary Chapter 11 bankruptcy petition on
April 19, 2024. Gray et al. requested an order finding that the
"Personal Property" subject to Gray and Fanter's writs is not
property of the bankruptcy estate pursuant to 11 U.S.C. Sec. 541.
If the Court found that the Personal Property is property of the
estate, Gray et al. requested an order lifting the stay. If the
stay is not lifted, they requested that the Debtor make monthly
cash payments to them for adequate protection.
Imperial Pacific filed an opposition along with Declaration of
Howyo Chi. The Official Committee of Unsecured Creditors also
filed an opposition.
The Court concludes that the Personal Property is property of the
estate. According to the Court, when the U.S. Marshals Service
levied the writs of execution, they merely took possession of the
property pursuant to 7 CMC Sec. 4204. The Debtor still retains
interests over the Personal Property, the Court notes. The Court
holds that Fanter's and Gray's judgments were satisfied and the
costs and expenses of the sale were paid, the sale of the Personal
Property would cease pursuant to 7 CMC Sec. 4204(c) and the Debtor
could retake possession -- assuming the Personal Property is not
subject to other writs of execution. If the Personal Property is
sold and funds disbursed such that there is excess, such excess
shall be returned to the Debtor. Because, at the time the
bankruptcy estate was created, Debtor retained interests in the
Personal Property after the execution of the writs, and the Court
did not approve any sales, the Personal Property is part of the
bankruptcy estate pursuant to Sec. 541(a)(1), the Court states.
Therefore, the bankruptcy stay applies to the Gray and Fanter
proceedings because these two actions are post-judgment and only
active to the extent that there are limited receiverships instated
pursuant to the writs of execution on the Personal Property, the
Court holds.
According to the Court, the Debtor would be prejudiced if the stay
were lifted to allow the liquidation of the Personal Property,
which is part of its bankruptcy estate. Moreover, granting the
Motion for Relief from the stay to allow Gray and Fanter to pursue
their collective judgments totaling approximately $6 million, would
trigger default of the Debtor's debtor-in-possession financing,
which the Court has just approved on an interim basis. A default,
the Court states, would be detrimental, if not fatal, to the
Debtor's Chapter 11 petition.
Gray et al.'s alternative argument for lifting the stay pursuant to
Sec. 362(d)(2) was also unpersuasive, the Court finds. Because the
Debtor "concedes that it does not have equity in the Personal
Property", the only issue for determining whether the stay should
be lifted pursuant to Sec. 362(d)(2) is whether the Debtor proved
that the Personal Property is necessary to an effective
reorganization. As the Committee recognized, the Personal
Property, which consists of heavy machinery, automobiles, decor,
furniture, equipment, casino-related and security equipment, is
"integral not just for the resumption of day-to-day casino
operations but [is] also critical for sustaining the Debtor's
business viability and for the successful formulation of a Chapter
11 reorganization plan", the Court states. The Debtor affirmed
that it "intends to file a plan of reorganization to reinstate its
exclusive casino license, re-opening of its casino and complete the
construction of the hotel" and such operations would "necessarily
require the use of the Personal Property." Furthermore, the
interim DIP financing order enables the Debtor to file such a plan
as its interim operations are now funded.
The Court concludes the Debtor has met its burden to demonstrate
that a successful reorganization within a reasonable time is
plausible.
The Court also denies their request for adequate protection via
monthly cash payments because Gray et al. are unsecured creditors.
A copy of the Court's decision dated July 10, 2024, is available at
https://urlcurt.com/u?l=tBQ72P
About Imperial Pacific International (CNMI)
Imperial Pacific is engaged in the gaming and resort business.
Imperial Pacific International (CNMI), LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. N.M.I. Case No. 24-00002) on April 19, 2024. At the time of
filing, the Debtor estimated $10 million to $50 million in assets
and $100 million to $500 million in liabilities. The petition was
signed by Howyo Chi as manager.
Judge Ramona V. Manglona presides over the case.
Charles H. McDonald, II, Esq., at McDonald Law Office, LLC,
represents the Debtor as counsel.
INSOURCE SUPPLIES: Unsecureds Will Get 26.4% over 60 Months
-----------------------------------------------------------
Insource Supplies, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of New York a Subchapter V Plan of
Reorganization dated July 1, 2024.
The Debtor is a medical supply company operating mainly in the
secondary market. The Company was started by Eli Bensoussan in the
wake of the Covid-19 pandemic to meet the demand for personal
protective equipment.
Historically, the Debtor financed its pre-petition operations with
a line of credit provided by CFBank National Association (the
"Lender"), secured by a lien on the Debtor's inventory and accounts
receivable, and personally guaranteed by Mr. Bensoussan. After the
Debtor fell into default in February 2024, the Lender served a
restraint on the Debtor's pre-petition operating account with
JPMorgan Chase Bank. This triggered the Debtor's need to seek
Chapter 11 relief, replete with the decision made by Mr. Bensoussan
to continue the Debtor's business as a vehicle to pay creditors.
Class 2 consists of allowed General Unsecured Claims, excluding the
undersecured claim of the Lender. Each holder of an Allowed General
Unsecured Claim shall receive a pro rata quarterly cash payment
based upon the balance of Net Disposable Income ("NDI") available
after monthly payments to the Lender in the amount of $24,666.67
and monthly payments of $1,500 to the Priority Tax Claims. The
monthly balance of approximately $5,000 or $15,000 per quarter
shall be distributed on a pro rata basis each and every quarter
over a total period of 60 months from the effective date.
The Debtor projects that total Class 2 unsecured claims excluding
insiders will aggregate approximately $850,000. With total payments
of $225,000 ($15,000 times 15 quarters), the Debtor projects a
total dividend of approximately 26.4% over the life of the Plan.
Class 2 is impaired.
On the effective date or as soon as practicable thereafter, all
existing Equity Interests in the Debtor shall be retained by and
vest in the pre-petition Equity Interest Holder. No cash
distribution shall be made to the Equity Interest Holder under this
Plan on account of such Interest.
The Debtor operates its business pursuant to the pre-petition
Agreement with Astor. On the effective date, the Debtor shall be
deemed to have assumed the Agreement pursuant to Section 365 of the
Bankruptcy Code.
The Plan shall be funded through NDI derived from the Debtor from
the monies due under the Agreement with Astor ("Total Distributable
Cash"), projected to be at least $30,000 each month after payment
of salaries and other expenses.
A full-text copy of the Subchapter V Plan dated July 1, 2024 is
available at https://urlcurt.com/u?l=Ic9YS4 from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
125 Park Ave.
New York, NY 10017
Telephone: (212) 221-5700
Facsimile: (212) 730-4518
Email: knash@gwfglaw.com
About Insource Supplies
Insource Supplies, LLC is a New York-based medical supply company
operating mainly in the secondary market. It was first organized in
2020 and was able to immediately capitalize on the demand for
personal protective equipment (e.g. gloves and masks) arising out
of the Covid-19 pandemic.
Insource Supplies filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10571) on April
2, 2024, with $1 million to $10 million in both assets and
liabilities.
Judge John P. Mastando, III oversees the case.
J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein, LLP, is
the Debtor's legal counsel.
INSPIRED GIFTS: Stephen Moriarty Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 14 appointed Stephen Moriarty, Esq., at
Fellers, Snider, Blankenship, Bailey & Tippens, P.C., as Subchapter
V trustee for Inspired Gifts & Graphics, LLC.
Mr. Moriarty will be paid an hourly fee of $550 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Moriarty declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen J. Moriarty, Esq.
Fellers, Snider, Blankenship, Bailey & Tippens, P.C.
100 N. Broadway, Suite 1700
Oklahoma City, OK 73102
Telephone: (405) 232-0621
Facsimile: (405) 232-9659
Email: smoriarty@fellerssnider.com
About Inspired Gifts & Graphics
Inspired Gifts & Graphics, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla.
Case No. 24-11807) on June 28, 2024, listing under $1 million in
both assets and liabilities.
Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC represents
the Debtor as bankruptcy counsel.
INTERCEMENT BRASIL: Chapter 15 Case Summary
-------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 15 of the Bankruptcy Code:
Debtor Case No.
------ --------
InterCement Brasil S.A. 24-11226
InterCement Participacoes S.A. 24-11227
Avenida das Nacoes Unidas No. 12495
13th Floor
Sao Paulo, Sao Paulo
Brazil
InterCement Financial Operations B.V. 24-11228
InterCement Trading e Inversiones S.A. 24-11229
Business Description: InterCement is a producer of cement and
concrete based in Brazil. Overall, the
Company has 34 production units, with an
active capacity of more than 33 million tons
of cement per year, employing more than
6,000 professionals.
Foreign Proceeding: Court Proceeding in Brazil
Chapter 15 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
Southern District of New York
Judge: TBD
Foreign Representative: Antonio Reinaldo Rabelo Filho
Rua Barao da Torre, 550,
Apt. 201, Ipanema
Rio de Janeiro, RJ
Brazil
Foreign
Representative's
Counsel: John K. Cunningham, Esq.
WHITE & CASE LLP
1221 Avenue of the Americas
New York NY 10020
Tel: (212) 819-8200
Email: jcunningham@whitecase.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of InterCement Participacoes' Chapter 15 petition
is available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/6GP6G2Q/InterCement_Participaes_SA_and__nysbke-24-11227__0001.0.pdf?mcid=tGE4TAMA
INTERIOR GAS: Fitch Hikes IDR to 'BB+', Outlook Stable
------------------------------------------------------
Fitch Ratings has upgraded the following bonds issued by the Alaska
Industrial Development and Export Authority (AIDEA) on behalf of
the Interior Alaska Natural Gas Utility (dba Interior Gas Utility
[IGU]) to 'BBB' from 'BBB-':
- $11,260,000 revenue bonds (Interior Gas Utility Project) series
2020A.
In addition, Fitch has also upgraded IGU's Issuer Default Rating
(IDR) to 'BB+' from 'BB'.
The Rating Outlook is Stable.
Entity/Debt Rating Prior
----------- ------ -----
Interior Gas
Utility (AK) LT IDR BB+ Upgrade BB
Interior Gas
Utility (AK)/Gas
Revenues/1 LT LT BBB Upgrade BBB-
Interior Gas
Utility (AK)
/Issuer Default
Rating - Gas/1 LT LT BB+ Upgrade BB
IGU's upgrade to 'BB+' reflects recent changes to the natural gas
utility's operating profile and improved, albeit still high,
leverage associated with its revised capital program. The upgraded
IDR factors in the utility's legal ability to raise rates and its
relatively strong service area, but it is limited by financial
leverage that, while improved, remains inconsistent with investment
grade ratios.
IGU's revised multi-year operating plan remains focused on
providing natural gas distribution across the Fairbanks North Star
Borough of Alaska (the borough) but no longer includes plans to
construct utility-owned natural gas liquefaction production
facilities. The revised plan is expected to reduce the system's
overall capital spending and borrowing. It will also retain some
flexibility regarding capital investments if planned growth of
natural gas usage and customer conversions do not materialize as
projected. In all scenarios, however, leverage metrics would remain
high.
The upgrade of the bond rating to 'BBB' further reflects the
uniquely supportive terms of funding from AIDEA and the state of
Alaska (IDR A+/Stable) pursuant to their existing financing
agreement, which includes below market interest rates, flexible
principal amortization and explicit subordination to the series
2020A bonds. The terms of subordination allow for payments on the
2020A bonds to continue uninterrupted despite non-payment of
amounts due under the financing agreement, and preclude the
acceleration of the subordinate loans. Overall, IGU's leverage
profile and metrics, excluding the state's subordinate funding,
could weaken as additional debt is incurred to complete the
distribution build, but over the longer-term, ratios should
stabilize at levels consistent with investment grade risk.
SECURITY
The series 2020A bonds are payable from amounts paid by IGU under a
loan agreement with AIDEA. IGU's obligations related to the loan
agreement and the series 2020A bonds are secured by a pledge of the
system's net revenue.
KEY RATING DRIVERS
Revenue Defensibility - 'a'
IGU's revenue defensibility is supported by its monopolistic gas
distribution operations and independent rate-making authority.
Demand and service area characteristics are strong given the build
out of the gas system, but additional risks are present due to the
uncertainty surrounding the pace of customer conversion and
affordability concerns.
The utility continues to install new service lines with
approximately 235 miles of natural gas distribution lines installed
throughout the Fairbanks and North Pole region to date. IGU's goal
in 2024 is to install 600 new service lines, with 310 applications
approved for construction through the first half of the year. Since
2021, the number of IGU customers has increased 64% to 2,431 as of
June 30, 2023. Overall, IGU expects to increase its customer base
to nearly 5,900 by year-end 2029. Customer conversions to gas from
alternative heating sources such as oil and wood have historically
exceeded IGU's projections.
Operating Risk - 'bb'
IGU's weak operating risk assessment reflects the system's very
high operating cost burden and material capital needs. Given the
isolation of the service area, delivered natural gas costs are
among the highest in the U.S., but risks related to upcoming
capital needs are manageable, especially given the change in scope
of the upcoming projects. In January of 2023, IGU entered into a
new gas supply contract with Hilcorp North Slope, LLC. Beginning in
late 2024/early 2025, the utility will start receiving natural gas
supply from the North Slope of Alaska.
In addition, IGU has entered into a 20-year contract with Harvest
Midstream (Harvest) for the liquefaction of natural gas sourced
from the North Slope, which will then be transported to Fairbanks.
Fitch expects this to reduce the utility's operational risk,
capital requirements and related debt issuance as they will no
longer have the need to expand facilities to operate their own LNG
processing operation. While this change in operating scope together
with lower natural gas costs is considered positive, it will be
partially offset by increased costs associated with LNG production
and transportation.
Financial Profile - 'bb'
IGU's weaker financial profile assessment reflects its high
financial leverage and the need for additional debt funding
anticipated to complete the distribution-related CIP. Fitch's
evaluation of leverage and its analytical outcome are based on a
long-term forward-look given the extended timetable of the build
out, as well as the unique financing structure that supports the
expansion. Operating performance in fiscal years 2022 and 2023 was
characterized by operating losses but with positive funds available
for debt service (FADS) as a result of sizable depreciation
expense. Fitch expects leverage ratios to remain relatively stable,
approximating 20x through 2028, but should moderate as necessary
rate increases to cover full debt service are implemented and FADS
improves.
IGU's liquidity profile has weakened with the utility reporting a
liquidity cushion of 73 days at fiscal year-end 2023. Coverage of
full obligations was a neutral 1.42x in fiscal 2023.
Asymmetric Additional Risk Considerations
No asymmetric risk additive considerations affected this rating
determination
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Heightened capital needs outside of projected spending that would
require higher than expected debt issuance over the next five
years;
- Failure to maintain consolidated leverage ratios approximating
20x in Fitch's rating cases through 2028;
- A further deterioration in liquidity ratios.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Stronger than expected growth in FADS that reduces the utility's
reliance on additional debt to fund the planned capital program and
drives consolidated leverage ratios toward 15.0x in Fitch's rating
case;
- An improvement in the liquidity profile to neutral from weaker.
PROFILE
IGU is a component unit of the borough which, through its
subsidiaries, is the exclusive provider of natural gas to roughly
2,431 customers located throughout the city of Fairbanks and the
borough (IDR: AA/Stable). The Borough lies approximately 360 miles
north of Anchorage and encompasses over 7,000 square miles of land
with an estimated population of 96,000.
IGU was created in 2012 by the borough in cooperation with the
cities of Fairbanks and North Pole. Gas service at the time was
limited to approximately 1,100 customers given supply constraints.
The region's natural gas supply has historically come from
liquefied gas that is purchased from the Cook Inlet area and
subsequently transported to Fairbanks by truck, where it was stored
and re-gassed for distribution.
IGU developed and implemented a comprehensive CIP beginning in 2020
to achieve its objective of expanding natural gas service to the
region. The CIP, which was expected to total approximately $349
million through 2032, included the addition of storage capacity in
Fairbanks and North Pole, the expansion of LNG production
capability at IGU's Titan Plant and the extensive build out of the
regional transmission and distribution system. To date, the planned
Fairbanks storage capacity, along with first phase of distribution
build-out in North pole, has been completed.
IGU recently revised its business plan to focus solely on the
distribution of natural gas and to abandon plans to build, own and
operate liquification facilities. IGU currently receives their
supply of natural gas solely from the Cook Inlet via a contract
with Hilcorp Alaska, LLC (Hilcorp). The contract with Hilcorp
provides IGU with sufficient capacity for its existing customers
and allows for expansion of up to 15 Mcf per day upon 18 months
advance notice by IGU.
Prompted by emerging difficulties sourcing gas from Cook Inlet, in
January of 2023 IGU entered into a new natural gas supply contract
with Hilcorp North Slope, LLC (Hilcorp North). The North Slope of
Alaska is one of the largest natural gas resources in the world
containing approximately 35 trillion cubic feet of natural gas
reserves with potentially up to an additional 200 trillion cubic
feet available as reported by the Alaska Gasline Development
Corporation. The contract with Hilcorp North has a 20-year term
with two, five-year optional renewal periods. IGU is expected to
begin receiving natural gas under the Hilcorp North contract in the
4Q 2024 - 1Q 2025 timeframe. As mutually agreed to by Hilcorp, once
IGU begins receiving their gas supply from Hilcorp North, they will
no longer have any obligation under the Cook Inlet contract.
In addition to the shift in the supply of natural gas, IGU will no
longer be performing the liquefaction of its natural gas supply,
but instead will purchase liquified natural gas pursuant to a
20-year contract with Harvest Midstream (Harvest). Harvest is
constructing a 150,000 gallons per day Liquified Natural Gas (LNG)
plant near Deadhorse, Alaska. Instead of natural gas being
delivered to the Titan facility for liquefaction, LNG will be
transported from the Harvest facility to Fairbanks, where it will
be gasified by IGU. As a result, IGU will halt expansion of its
Titan facility and mothball the facility which will remain as a
back-up option should IGU need it. IGU's new CIP is expected to
require lower capital investment, reducing the amount of future
debt issuances.
Funding for the initial CIP included support from the state, which
authorized AIDEA to provide financing and establish several
financing tools including the deposit of $125 million into the
Sustainable Energy Transmission and Supply Development Fund (SETS)
to finance this initiative. Debt issued by IGU in 2020 was used
primarily for the continued expansion of the gas distribution
system and planning related to the expansion of the Titan plant. As
it continues its expansion of the distribution system, IGU intends
to fund its current CIP from a combination of grant funding and a
prospective debt issuance of approximately $65 million, in the
event insufficient grant funds received by IGU.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
INTERNATIONAL LAND: Posts $3.7MM Net Income in Q1 2024
------------------------------------------------------
International Land Alliance Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net income of $3.7 million on $5.1 million of revenue for the three
months ended March 31, 2024, compared to a net loss of $1.9 million
on $240,932 of total revenue for the three months ended March 31,
2023. As of March 31, 2024, the Company has an accumulated deficit
of approximately $23.5 million.
The Company continues to raise additional capital through the
issuance of debt instruments and equity to fund its ongoing
operations, which may have the effect of potentially diluting the
holdings of existing shareholders.
Management anticipates that the Company's capital resources will
significantly improve if its plots of land gain wider market
recognition and acceptance resulting in increased plot sales and
house construction. If the Company is not successful with its
marketing efforts to increase sales, the Company will continue to
experience a shortfall in cash, and it will be necessary to obtain
funds through equity or debt financing in sufficient amounts or to
further reduce its operating expenses in a manner to avoid the need
to curtail its future operations subsequent to March 31, 2024. The
direct impact of these conditions is not fully known.
However, there can be no assurance that the Company would be able
to secure additional funds if needed and that if such funds were
available on commercially reasonable terms or in the necessary
amounts, and whether the terms or conditions would be acceptable to
the Company. In such case, the reduction in operating expenses
might need to be substantial in order for the Company to generate
positive cash flow to sustain the operations of the Company.
As March 31, 2024, the Company had $30.4 million in total assets,
$15.4 million in total liabilities, $603,500 in total temporary
equity, and $14.4 million in total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/3vamm3eb
About International Land Alliance
San Diego, Calif.-based International Land Alliance, Inc. was
incorporated under the laws of the State of Wyoming on September
26, 2013. The Company is a residential land development company
with target properties located in the Baja California, Northern
region of Mexico and Southern California. The Company's principal
activities are purchasing properties, obtaining zoning and other
entitlements required to subdivide the properties into residential
and commercial building plots, securing financing for the purchase
of the plots, improving the properties infrastructure and
amenities, and selling the plots to homebuyers, retirees,
investors, and commercial developers.
As of December 31, 2023, the Company had $30.4 million in total
assets, $28.7 million in total liabilities, $603,500 in total
temporary equity, and $1.1 million in total stockholders' equity.
Henderson, Nev.-based Bush & Associates CPA LLC, the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated June 27, 2024, citing that the Company has suffered
net losses from operations, which raises substantial doubt about
its ability to continue as a going concern.
INTRUSION INC: Inks $10MM Equity Purchase Deal With Streeterville
-----------------------------------------------------------------
Intrusion Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company entered into
the Standby Equity Purchase Agreement with Streeterville Capital,
LLC pursuant to which the Company has the right to sell to
Streeterville up to $10 million of Common Stock, subject to certain
limitations and conditions set forth in the SEPA, from time to time
during the term of the SEPA. The term of the SEPA is a period of 24
months from the date of entry into the definitive documents. The
Company also entered into a Registration Rights Agreement with
Streeterville pursuant to which it will register the resale of
shares of Common Stock that may be issued to Streeterville pursuant
to the SEPA. Sales of the shares of Common Stock to Streeterville
under the SEPA, and the timing of any such sales, are at the
Company's option, and the Company is under no obligation to sell
any shares of Common Stock to Streeterville under the SEPA.
Upon the satisfaction of the conditions to Streeterville's purchase
obligation set forth in the SEPA, including having a registration
statement registering the resale of the shares of Common Stock
issuable under the SEPA declared effective by the Securities and
Exchange Commission, the Company will have the right, but not the
obligation, from time to time at its discretion, to direct
Streeterville to purchase a specified number of shares of Common
Stock by delivering written notice to Streeterville. Each Advance
is limited to the lower of (i) an amount equal to 100% of the
aggregate daily trading volume during the three consecutive trading
days immediately preceding an Advance Notice, or (ii) 4.99% of the
shares issued and outstanding of Common Stock.
The shares of Common Stock purchased pursuant to an Advance will be
purchased at a price equal to 95% of the lowest daily VWAP of the
shares of Common Stock during the three consecutive trading days
commencing on the date of the delivery of the Advance Notice, other
than the daily VWAP on a day in which the daily VWAP is less than a
minimum acceptable price as stated by the Company in the Advance
Notice or there is no VWAP on the subject trading day. The Company
may establish a minimum acceptable price in each Advance Notice
below which the Company will not be obligated to make any sales to
Streeterville. "VWAP" is defined as the daily volume weighted
average price of the shares of Common Stock for such trading day on
the Nasdaq Stock Market during regular trading hours as reported by
Bloomberg L.P.
Under applicable Nasdaq rules and the terms of the SEPA, in no
event may the Company issue to Streeterville under the SEPA shares
of Common Stock equal to greater than 19.99% of the shares of
Common Stock outstanding immediately prior to the execution of the
SEPA, unless (i) the Company obtains stockholder approval to issue
shares of Common Stock in excess of the Exchange Cap in accordance
with applicable Nasdaq rules, or (ii) the average price per share
paid by Streeterville for all of the shares of Common Stock that
the Company directs Streeterville to purchase from the Company
pursuant to the SEPA, if any, equals or exceeds the lower of (a)
the official closing price of the Common Stock on Nasdaq
immediately preceding the execution of the SEPA or (b) the average
official closing price of the Common Stock on Nasdaq for the five
consecutive trading days immediately preceding the execution of the
SEPA, adjusted as required by Nasdaq. Moreover, the Company may not
issue or sell any shares of Common Stock to Streeterville under the
SEPA which, when aggregated with all other shares of Common Stock
then beneficially owned by Streeterville and its affiliates (as
calculated pursuant to Section 13(d) of the Exchange Act and Rule
13d-3 thereunder), would result in Streeterville beneficially
owning more than 19.99% of the outstanding shares of Common Stock.
The Company is seeking stockholder approval under Nasdaq Listing
Rule 5635(d) for the sale, issuance or potential issuance by the
Company of Common Stock (or securities convertible into or
exercisable for our Common Stock) in excess of 20% of the shares of
our Common Stock outstanding immediately prior to the SEPA at an
exercise price less than the Minimum Price in connection with the
SEPA.
Actual sales of shares of Common Stock to Streeterville as an
Advance under the SEPA will depend on a variety of factors to be
determined by the Company from time to time, which may include,
among other things, market conditions, the trading price of the
Common Stock and determinations by the Company as to the
appropriate sources of funding for our business and operations. The
Company will use 10% of the proceeds associated with each Advance
to redeem the outstanding Series A Preferred Stock held by
Streeterville.
The SEPA will automatically terminate on the earliest to occur of
(i) the 24-month anniversary of the date of the SEPA or (ii) the
date on which the Company shall have made full issuances of
Advances pursuant to the SEPA. The Company has the right to
terminate the SEPA at no cost or penalty upon five (5) trading
days' prior written notice to Streeterville, provided that there
are no outstanding Advance Notices for which shares of Common Stock
need to be issued.
As consideration for Streeterville's commitment to purchase the
shares of Common Stock pursuant the SEPA, the Company paid
Streeterville, (i) a structuring fee in the amount of $25,000 and
(ii) a commitment fee equal to 1% of the Commitment Amount, to be
paid within three trading days of entering into the SEPA.
The net proceeds under the SEPA to the Company will depend on the
frequency and prices at which Common Stock is sold. The Company
expects that proceeds received from such sales will be used
primarily for working capital and general corporate purposes.
About Intrusion
Headquartered in Plano, Texas, Intrusion Inc. offers businesses of
all sizes and industries products and services that leverage the
Company's exclusive threat intelligence database of over 8.5
billion IP addresses and domain names. After many years of
gathering intelligence and providing its INTRUSION TraceCop and
Savant solutions exclusively to government entities, the Company
released its first commercial product in 2021, the INTRUSION
Shield. INTRUSION Shield was designed to allow businesses to
incorporate a Zero Trust, reputation-based security solution into
their existing infrastructure to observe traffic flow and instantly
block known malicious or unknown connections from both entering or
exiting a network, making it an ideal solution for protecting from
Zero-Day and ransomware attacks.
For the fiscal years ended December 31, 2023, and 2022, Intrusion,
Inc. reported net loss of approximately $13.9 million and $16.2
million, respectively. As of March 31, 2024, the Company had $5.7
million in total assets, $6.9 million in total liabilities, and
$1.2 million total stockholders' deficit.
Dallas, Texas-based Whitley Penn LLP, the Company's auditor since
2009, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has suffered recurring
losses from operations, negative cash flows from operations, and
has a net working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.
JUHN AND STARK: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Juhn and Stark, PLLC
2333 Knob Creek Rd, Ste 12
Johnson City, TN 37604
Business Description: The Debtor specializes in pediatric
dentistry.
Involuntary Chapter
11 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
Eastern District of Tennessee
Case No.: 24-50714
Petitioner's Counsel: Mark L. Esposito, Esq.
PENN, STUART & ESKRIDGE, P.C.
804 Anderson Street
Bristol, TN 37602
Tel: 423-793-4812
E-mail: mesposito@pennstuart.com
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZDJRYQY/Juhn_and_Stark_PLLC__tnebke-24-50714__0001.0.pdf?mcid=tGE4TAMA
Alleged creditors who signed the petition:
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
David Juhn Unpaid Salary $265,000
1185 West Mountain View Road
Apt. 1121
Johnson City TN 37604
JW'S AT THE MALLARD: Beverly Brister Named Subchapter V Trustee
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The Acting U.S. Trustee for Region 13 appointed Beverly Brister,
Esq., a practicing attorney in Benton, Ark., as Subchapter V
trustee for JW's at the Mallard, LLC.
Ms. Brister will be paid an hourly fee of $300 for her services as
Subchapter V trustee. Should travel be required outside of Saline
or Pulaski Counties, the Subchapter V trustee will seek a
compensation rate of $100 per hour for actual travel time
incurred.
Ms. Brister declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Beverly I. Brister, Esq.
Attorney at Law
212 W. Sevier
Benton, AR 72015
Phone: 501-778-2100
Email: bibristerlaw@gmail.com
About JW's at the Mallard
JW's at the Mallard, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Ark. Case No.
24-12156) on July 1, 2024, with $50,001 to $100,000 in both assets
and liabilities.
Judge Phyllis M. Jones presides over the case.
William F. Godbold, IV, Esq., at Natural State Law, PLLC represents
the Debtor as legal counsel.
L1R HB FINANCE: EUR415.5MM Bank Debt Trades at 27% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which L1R HB Finance Ltd
is a borrower were trading in the secondary market around 73.2
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The EUR415.5 million Term loan facility is scheduled to mature on
August 31, 2024. The amount is fully drawn and outstanding.
L1R HB Finance Limited was formed by LetterOne, a privately owned
investment vehicle set up by five Russian investors to acquire
U.K.-based Holland & Barrett Retail Limited, a health and well
being retailer specialist. L1R HB Finance is domiciled in Jersey.
LA LOBA DE WALL: Unsecureds Will Get 100% of Claims
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La Loba de Wall St, LLC filed with the U.S. Bankruptcy Court for
the Central District of California a Subchapter V Plan of
Reorganization dated July 1, 2024.
The Debtor was in the business of renting real estate. The Debtor
also provided a clean room for a construction company.
The primary tenant of the building is a construction company owned
by the manager of the Debtor. Approximately 2 years ago the
construction company was a sub-contractor to a contractor with the
City of Los Angeles to build certain low housing structures. The
Contractor went out of business and the construction company is
owed approximately $1,400,000. The construction company was then
unable to pay the rent of $20,000 a month.
The company, through the manager of this LLC, has filed a claim
with the bonding company. The claim has been pending for over 6
months but is expected to be satisfied within the next 3 months.
During this time Debtor did not receive any rent from the
construction company.
The Debtor has now undertaken efforts to rent out the remaining
portion of the building and is in negotiations with a prospective
tenant for all four second floor units. That should provide at
least $8000 in additional income once term are finalized during the
course of this proceeding. Once rented Debtor will have to file a
cash collateral motion absent some stipulation with the primary
creditor. There is no cash collateral issue on the purchase of the
clean room rented to the construction company.
A major problem for the Debtor is the amount of the claim of the
secured lender. No proof of claim has been filed yet but the Motion
for Relief from Stay listed an amount owe of $3,417,552.77 which is
an increase of over $1 Million in 14 months on a $2,200,000 initial
loan. The Debtor had a new lender to refinance in 2023 but when the
payoff increased about $400,000 in a couple months the lender
declined to lend that much. This same lender is again interested in
refinancing but not until the claim is resolved. In the meantime,
the Debtor is proposing a Plan to pay the existing lender over
time.
Class #2b consists of General Unsecured Claims. Each creditor in
CLASS #2b will be paid 100% of its claim beginning the first
relevant date after the Effective Date. This Class shall be paid
over 1 year in equal monthly installments, due on the first day of
each calendar month/quarter or upon refinance which ever if first.
Shareholders simply retain their shares of stock.
The Debtor continues to rent out the premises to the construction
company and is in the process of securing leases for the remaining
units.
A full-text copy of the Subchapter V Plan dated July 1, 2024 is
available at https://urlcurt.com/u?l=x3xnsL from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Michael R. Totaro, Esq.
Totaro & Shanahan, LLP
P.O. Box 789
Pacific Palisades, CA 90272
Telephone: (888) 425-2889
Facsimile: (310) 804-2157
Email: Ocbatty@aol.com
About La Loba de Wall St
La Loba de Wall St, LLC, was in the business of renting real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11898) on March 12,
2024. In the petition signed by Marisela Nuno, president, the
Debtor disclosed up $10 million in both assets and liabilities.
Judge Vincent P. Zurzolo oversees the case.
Michael R. Totaro, Esq., at Totaro & Shanahan, LLP serves as the
Debtor's counsel.
LAWBER BOWERY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lawber Bowery LLC
4-6 Bleecker Street
New York, NY 10012
Business Description: Lawber Bowery is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-11234
Debtor's Counsel: Mark Frankel, Esq.
BACKENROTH FRANKEL & KRINSKY, LLP
488 Madison Avenue FL 23
New York NY 10022-7658
Tel: 212-593-1100
Email: mfrankel@bfklaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Ephraim I. Diamond as CRO.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/DND2LVY/LAWBER_BOWERY_LLC__nysbke-24-11234__0001.0.pdf?mcid=tGE4TAMA
LTI HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B-' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on LTI Holdings Inc. to
stable from negative and affirmed its 'B-' issuer credit rating.
S&P assigned its 'B-' issue-level rating and '3' recovery rating on
its new revolving credit facility and first-lien term loan. The '3'
recovery rating indicates its expectation for meaningful (50%-70%,
rounded estimate: 55%) recovery in the event of a default.
S&P said, "The stable outlook reflects our view that the company's
new capital structure will eliminate refinancing risk in the near
term and support the company’s ability to improve cash
generation. It also reflects our expectation for solid revenue
growth and earnings improvement in 2024. Specifically, we expect
S&P Global Ratings-adjusted EBITDA margins will improve as the
company reduces costs associated with its plant consolidation.
However, we do expect S&P Global Ratings-adjusted debt to EBITDA
will remain elevated over the next 12 months.
"The outlook revision to stable reflects the company’s improved
cash generation prospects due to lower costs, in addition to its
new capital structure. In 2024, we believe LTI will significantly
reduce one-time costs, a portion of which were attributable to the
company’s new Juarez facility. This will translate into
significantly improved profitability and help reduce S&P Global
Ratings-adjusted debt to EBITDA to the 9.0x–9.5x range (low-7x
area excluding the new preferred equity) from well above 10x in
2023. Furthermore, the lower cash interest requirements of the
proposed capital structure will support the company’s ability to
generate positive free operating cash flow (FOCF), in our opinion.
However, the company's gross debt burden (including our treatment
of the preferred equity instrument as debt) remains very high
relative to peers.
"The proposed preferred equity issuance includes a pay-in-kind
(PIK) option. We expect the company will utilize this option in the
short-term to preserve FOCF. Given the high accrual rate, however,
we believe the company could elect to pay in cash over the
short-to-medium term. Nonetheless, we forecast EBITDA growth
(primarily because of lower one-time expenses) over the next 12-18
months to more than offset the increase in preferred equity,
resulting in lower leverage.
"The proposed refinancing will save LTI about $30 million-$35
million annually in cash interest expense. While the company’s
debt burden remains high, given our expectation for higher levels
of absolute EBITDA and lower cash interest expense, we forecast LTI
will generate S&P Global Ratings-adjusted funds from operations
(FFO) in the $30 million–$50 million range in 2024, compared to a
deficit in 2023. With our forecast for modestly higher capital
expenditures (capex) and the continued reduction of working
capital, we expect the company will generate positive S&P Global
Ratings-adjusted FOCF of $20 million–$30 million in 2024.
"We believe demand for the company’s products will improve in
2024. For 2024, we expect U.S. auto production, particularly for
electric vehicles (EVs), could pull back slightly compared to 2023
as mounting inventory on dealer lots and slowing sales have
prompted some automakers to cut production in response to higher
interest rates, which are hurting consumers' purchasing power.
However, we expect content per vehicle growth with existing
customers as well as new platform wins will outweigh the lull in EV
adoption. Additionally, we expect strong growth in LTI’s
enterprise end market as customers invest more aggressively in
artificial intelligence (AI). Also, we believe increased defense
spending, organic growth within eMobility and medical end markets,
and new customer wins will also support growth.
"On the other hand, we expect continued tepid demand in LTI's more
rate-sensitive end markets, such as recreational vehicles (RV),
semiconductors, and consumer electronics. We believe these factors
will contribute to mid- to-high-single-digit percent sales growth
in 2024. Longer term, we expect continued electrification adoption
and soaring demand for AI infrastructure to benefit LTI.
"We expect LTI will significantly improve its EBITDA margin in
2024. LTI merged four manufacturing sites into its new Juarez,
Mexico facility. Cost overruns and a longer-than-expected
completion time weighed on profitability last year. In addition,
declines in the higher-margin RV and semiconductor segments have
also hindered profitability. We believe that 2023 results were the
trough from a cost and ramp-up perspective and that its EBITDA
margin will continue to improve throughout 2024 as the project
winds down. That said, we believe the company may be slower to
reduce expenses from previous acquisitions as the issues associated
with the Juarez facility are prioritized. As a result, we forecast
2024 S&P Global Ratings-adjusted EBITDA margin of 18%-19%, compared
with mid-14% in 2023, primarily due to the reduction of plant
consolidation costs, as well as cost-cutting measures, partially
offset by ongoing weakness in some of LTI’s higher margin
businesses.
"The stable outlook reflects our view that the company's new
capital structure will eliminate refinancing risk in the near term
and support the company’s ability to improve cash generation. It
also reflects our expectation for solid revenue growth and earnings
improvement in 2024. Specifically, we expect S&P Global
Ratings-adjusted EBITDA margins will improve as the company reduces
costs associated with its plant consolidation. However, we do
expect S&P Global Ratings-adjusted debt to EBITDA will remain
elevated over the next 12 months.
"We could lower our rating on LTI if the company’s capital
structure were to become unsustainable, in our view. This could
happen if its end markets perform materially worse than we expect,
resulting in sustained negative FOCF. It could also occur if the
company adopts a more aggressive financial policy than we
anticipate.
Although unlikely in the next year, S&P could raise its ratings on
LTI if the company generates positive FOCF and its owners commit to
less-aggressive financial policies such that it:
-- Improves and sustains S&P Global Ratings-adjusted leverage
below 8.5x (inclusive of the preferred equity); and
-- Sustains S&P Global Ratings-adjusted interest coverage
comfortably above 1.5x.
MA-KA-ROHN LLC: Business Operations to Fund Plan Payments
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Ma-Ka-Rohn, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Florida a Plan of Reorganization under
Subchapter V dated July 1, 2024.
The Debtor is a Florida Limited Liability Company that is engaged
in the direct-to-consumer sale of baked goods, including macaroons,
flash frozen pastries and candies.
The Debtor is a member managed limited liability company, jointly
owned and operated by a married couple, Alexandra Montsarrat (50%
ownership interest) and Romain Montsarrat (50% ownership
interest).
The Debtor's direct-to-consumer macaroon business experienced a
substantial increase in online sales during the COVID-19 pandemic
in 2020. However, following the pandemic, as consumers gradually
returned to traditional work settings and online engagement waned,
the company encountered a significant decline in revenue.
Additionally, the company faced a critical setback when its main
operating account was placed on hold, rendering the available funds
inaccessible and severely limiting its ability to continue
operating smoothly. The result of the amalgamation of factors
precipitated the filing of this bankruptcy proceeding. The Debtors
had no clear path to continue operations and the mounting pressure
from creditors ultimately forced the Debtors to take action before
it was too late.
The Disposable Income Projection projects that after payment of
ordinary business expenses, administrative creditors, priority
creditors and secured creditors, the Debtor will generate net cash
flow of approximately $314,840.00 in the 60 months following the
Effective Date of the Plan. All of these funds, less any funds
incurred for Disputed Claim Professional Fees, will be paid to
General Unsecured Creditors under the Plan. Disputed Claim
Professional Fees are not expected to exceed $5,000 and will be
incurred for the sole purpose of increasing the available
distributions to Allowed Claims.
Class 3 consists of all allowed general unsecured claims. The
creditors shall share in a pro rata total distribution of
$280,039.50. Not later than the first calendar day on the 60th
month following the Effective Date, the Debtor shall disburse any
Additional Unsecured Creditor Funds to Allowed General Unsecured
Creditors on a pro rata basis. This Class is impaired.
The current Equity Security Holders of the Debtor will retain their
Equity Interests in the Debtor in the same amounts as existed prior
to the Petition Date.
The Plan shall be funded through the revenues of the Debtor's
business operations, the acquisition of DIP financing, and the sale
of unnecessary machines and equipment.
A full-text copy of the Plan of Reorganization dated July 1, 2024
is available at https://urlcurt.com/u?l=Cw933t from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Alessandra Dumenigo, Esq.
CAVA Law, LLC
1390 South Dixie Highway Suite 110
Miami, FL 33146
Tel: (786) 675-6830
Fax: (786) 384-6909
About Ma-Ka-Rohn, LLC
Ma-Ka-Rohn, LLC, in Miami, FL, is a Florida Limited Liability
Company that is engaged in the direct-to-consumer sale of baked
goods, including macaroons, flash frozen pastries and candies.
The Debtor filed its voluntary petition for Chapter 11 protection
(Bankr. S.D. Fla. Case No. 24-13178) on April 1, 2024, listing
$290,085 in assets and $1,111,756 in liabilities. Alexandra
Montsarrat as president, signed the petition.
Judge Robert A. Mark oversees the case.
CAVA LAW, LLC, serves as the Debtor's legal counsel.
MATRIX PARENT: $160MM Bank Debt Trades at 94% Discount
------------------------------------------------------
Participations in a syndicated loan under which Matrix Parent Inc
is a borrower were trading in the secondary market around 5.9
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $160 million Term loan facility is scheduled to mature on March
1, 2030. The amount is fully drawn and outstanding.
Matrix Parent, Inc. does business as Mobileum. Matrix operates
across four main businesses ranked as following in descending order
by revenue contribution: Roaming and Network Services; Fraud,
Security and Business Assurance; Testing and Service Assurance; and
Engagement and Experience. Matrix pioneered the development of
mobile roaming steering software used broadly among telecom
operators.
MDWERKS INC: Financial Strain Raises Going Concern Doubt
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MDwerks, Inc. disclosed in a Form 10-Q Report for the quarterly
period ended March 31, 2024, that there is substantial doubt about
its ability to continue as a going concern.
According to the Company, it had a net loss of $302,389 and
negative cash flows from operations of $280,931 for the three
months ended March 31, 2024 and an accumulated deficit of
$1,041,777 as of March 31, 2024. Although management believes that
it will be able to successfully execute a business combination,
which includes third party financing and the raising of capital to
meet the Company's future liquidity needs, there can be no
assurances in this regard.
MDwerks said, "We believe that if we do not raise additional
capital over the next 12 months, we may be required to suspend or
cease the implementation of our business plans."
As of March 31, 2024, and December 31, 2023, the Company had
$162,894 and $115,111 cash. Tthe Company anticipates that its
current cash and cash generated from financing activities will be
insufficient to satisfy its liquidity requirements for the next 12
months. As of March 31, 2024, the Company has incurred operating
losses since inception of $1,041,777. At March 31, 2024, the
Company had a working capital deficit of $492,845.
The Company requires additional funding to meet its ongoing
obligations and to fund anticipated operating losses. Management
has expressed substantial doubt about the Company's ability to
continue as a going concern. The ability of the Company to continue
as a going concern is dependent on raising capital to fund its
initial business plan and ultimately to attain profitable
operations.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/y6sj32t4
About MDWerks, Inc.
MDWerks, Inc. (OTC: MDWK) -- https://mdwerksinc.com/. -- is a
forward-thinking company that is leading the charge in the world of
sustainable technology. As a prominent provider of energy wave
technologies, MDWerks is committed to developing innovative
solutions that help businesses reduce their energy costs and drive
business value.
As of March 31, 2024, the Company had $3,668,332 in total assets,
$2,405,504 in total liabilities, and $1,262,828 in total
stockholders' equity.
MPH ACQUISITION: $1.33BB Bank Debt Trades at 15% Discount
---------------------------------------------------------
Participations in a syndicated loan under which MPH Acquisition
Holdings LLC is a borrower were trading in the secondary market
around 84.9 cents-on-the-dollar during the week ended Friday, July
12, 2024, according to Bloomberg's Evaluated Pricing service data.
The $1.33 billion Term loan facility is scheduled to mature on
September 1, 2028. About $1.29 billion of the loan is withdrawn and
outstanding.
MPH Acquisition Holdings LLC, doing business as MultiPlan, provides
health care solutions. The Company offers payment integrity,
network, and analytics-based solutions. MultiPlan serves customers
in the United States.
NANTAHALA FOREST: Case Summary & 18 Unsecured Creditors
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Debtor: Nantahala Forest Products, LLC
6216 NC Highway 94
Fairfield, NC 27826
Business Description: Nantahala Forest specializes in log
procurement for both domestic and
international export markets.
Chapter 11 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
Eastern District of North Carolina
Case No.: 24-02329
Judge: Hon. Joseph N Callaway
Debtor's Counsel: Danny Bradford, Esq.
PAUL D. BRADFORD, PLLC
455 Swiftside Drive
Suite 106
Cary, NC 27518-7198
Tel: (919) 758-8879
Fax: (919) 803-0683
E-mail: dbradford@bradford-law.com
Total Assets: $448,334
Total Liabilities: $1,464,783
The petition was signed by Cody Nations as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/BHRUYJI/Nantahala_Forest_Products_LLC__ncebke-24-02329__0001.0.pdf?mcid=tGE4TAMA
NATIONAL CINEMEDIA: $270MM Bank Debt Trades at 69% Discount
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Participations in a syndicated loan under which National CineMedia
LLC is a borrower were trading in the secondary market around 30.8
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $270 million Term loan facility is scheduled to mature on June
20, 2025. About $257.9 million of the loan is withdrawn and
outstanding.
National CineMedia, LLC owns and operates movie theaters. The
Company offers entertainment content, advertising, and movie
screening services.
PEGASO ENERGY: Case Summary & 20 Largest Unsecured Creditors
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Debtor: Pegaso Energy Services, LLC
1311 E. County Rd. 119
Midland, TX 79706
Business Description: The Debtor is an oil field equipment
supplier in Texas.
Chapter 11 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-42429
Judge: Hon. Mark X Mullin
Debtor's Counsel: Julian P. Vasek, Esq.
MUNSCH HARDT KOPF & HARR, P.C.
500 N. Akard St., Ste. 4000
Dallas, TX 75201
Tel: 214-855-7500
Email: jvasek@munsch.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by John Cole Stout, Manager of IFTK
Holdings, LLC, the Debtor's Manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/AACBBFY/Pegaso_Energy_Services_LLC__txnbke-24-42429__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/AMEZS2I/Pegaso_Energy_Services_LLC__txnbke-24-42429__0001.0.pdf?mcid=tGE4TAMA
PRESBYTERIAN RETIREMENT: Fitch Affirms 'BB' IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Rating (IDR) on
Presbyterian Retirement Communities Northwest Obligated Group
(PRCN; d/b/a/ Transforming Age [TA]). In addition, Fitch has
affirmed the 'BB' ratings on various revenue bond series issued by
the Washington State Housing Finance Commission on behalf of TA.
The Rating Outlook is Stable.
Entity/Debt Rating Prior
----------- ------ -----
Presbyterian Retirement
Communities Northwest (WA) LT IDR BB Affirmed BB
Presbyterian Retirement
Communities Northwest
(WA) /General Revenues/1 LT LT BB Affirmed BB
The 'BB' rating reflects TA's improving occupancy, adequate
operations and liquidity position. TA's recently completed
independent living unit (ILU) expansion project was a new 21-story
tower (Olympic Tower) with 77 new ILUs at its Skyline campus which
opened in November 2021. The tower is currently 80% occupied, with
management having set a goal of 93% occupancy by September.
The project is expected to be accretive to TA's financial and
operating profiles, with solid increase in top-line revenues and
total cash flow levels and an initial entrance fee pool of
approximately $100 million, of which $51 million was used to repay
the associated temporary debt in 2022. As TA continues to increase
occupancy at the both the newer Olympic Tower and existing Cascade
Tower on the Skyline Campus, new entrance fees are expected to
boost TA's unrestricted reserves and increased revenues should
solidify operations.
The Stable Outlook reflects Fitch's expectation that TA has enough
financial cushion at its current rating level to absorb operating
pressures resulting from continued staffing pressures and rising
operating expenses, as it continues working to fill its Olympic
Tower expansion project and existing Cascade Tower.
SECURITY
The bonds are secured by the obligated group's (OG) gross revenues,
a mortgage on the OG's facilities and debt service reserve funds.
KEY RATING DRIVERS
Revenue Defensibility - bbb
Strong Historical Demand; Lingering Pressures
TA's revenue defensibility is assessed at 'bbb', reflecting its
strong historical ILU census levels, coupled with lingering
pandemic pressures that have softened census across all service
lines and resulted in slower fill of its Olympic Tower expansion
project. Over the last five fiscal years, TA averaged a midrange
89% in its ILUs, 91% in its assisted living units (ALUs), 91% in
its memory care units (MCUs), and 80% in its skilled nursing
facility (SNF) beds.
At the six-month interim period (ending March 31, 2024), TA
averaged 87% in its ILUs, 77% in its ALUs, 93% in its MCUs, and 81%
in its SNF. The decline in occupancy across service lines is a is a
result of lagging fill of the Olympic Tower expansion project as a
result of a broadening of the sales cycle to 18 months due to the
pandemic. Fitch expects that managements sales strategy, which
includes targeted lead generation and incentive plans will continue
to help fill both Olympic and Cascade Towers on the Skyline
Campus.
TA operates three senior living campuses in and around the Seattle
area. While the three campuses are largely in the same geographic
area, Fitch views the diversification of revenues among the three
campuses positively, which supports its midrange revenue
defensibility assessment. Overall, Fitch believes TA operates in a
service area with favorable economic indicators, strong
demographics, and a moderate competitive environment. Despite some
competition, Fitch expects TA's diverse contract offerings,
attractive campuses, and favorable local reputation to support its
solid market position moving forward.
TA has a track record of annual increases in both its entrance fees
and monthly across all campuses. Over the past few years, TA has
increased its monthly service fees between 3%-6%. In fiscal 2024,
management increase entrance fees by an average of 11% at the
Skyline towers and an average of 20% at the Parkshore Campus in
line with strong historical local real estate market. With a wide
range of unit and contract offerings, most of TA's units remain in
line with local housing prices. However, its more expensive units
remain higher than median home values.
Additionally, the weighted average entrance fees for TA's new ILUs
are high at approximately $1.2 million and also remain higher than
the median home prices in TA's primary service area. However, the
median net worth and annual income levels of the current depositors
are well in excess of the amounts required for admission and
mitigate some concerns surrounding affordability. Regardless, Fitch
believes TA's higher priced units could experience affordability
issues in periods of economic or financial market stress which is
reflected in its midrange revenue defensibility assessment.
Operating Risk - bbb
Adequate Operations; Expected to Improve
TA's operating risk is assessed at 'bbb' reflecting its adequate
operations in recent years, which are expected to improve as its
Olympic Tower expansion project continues to fill, which coupled
with its more moderate future capital needs, should support the
community's high debt burden. TA's operational performance has been
volatile in recent years as a result of the new project
construction and opening, coupled with operating pressures from
inflation and staffing challenges.
Increased expenses resulting from higher wages and benefits needed
to stabilize staffing, despite continued rate increases, have
perpetuated volatility of operations as evidenced by TA's 117%
operating ratio and 2.2% net operating margin (NOM). TA's net
entrance fee receipts and overall cash flow levels are showing
improvement as evidenced by its 21.5% NOM-adjusted (NOMA) in fiscal
2023.
TA offers a variety of contract offerings across its three senior
living facilities. At its Skyline campus, the most common contract
is the 80% refundable Type-A, and TA also offers 50% refundable,
and nonrefundable (traditional) lifecare (Type-A) contracts. On
rare occasions, TA also offers Type-B contracts.
At its Park Shore campus, TA offers 50% refundable, and traditional
modified contracts. Park Shore's modified contracts come with 30
free days in its health center. Each of TA's lifecare and modified
contracts have upfront entrance fees and ongoing monthly fees. Only
rental contracts are offered at TA's Fred Lind Manor campus.
Fitch expects TA's robust net entrance fee receipts to continue to
enhance weaker operations given the structure of its contracts.
Additionally, improving occupancy at TA's Olympic and Cascade
Towers is expected to continue to be accretive to its financial
profile, with enhanced top-line revenues and overall cash flow
levels that should translate into improved operational metrics as
census continues to improve. Future capex is expected to be
moderate, limited to apartment remodels and refurbishment and
general building maintenance.
Management has indicated that a possible skybridge linking the
Cascade and Olympic Towers is undergoing regulatory review. The
project is estimated to be $3 million with the bulk of the funding
coming from philanthropic efforts and cash reserves, which Fitch
believes is manageable.
Overall, TA's operational performance remains adequate for a
primarily Type-A provider, and Fitch expects TA's key metrics to
improve significantly following completion and stabilization of its
ILU expansion project.
Financial Profile - bb
Financial Profile Expected to Improve
TA's improving occupancy levels and entrance fee receipts have
driven steady improvement in its cash reserves in recent years,
although still consistent with the 'BB' rating. At the six-month
interim period, TA had approximately $59.9 million in unrestricted
cash and investments, which translated into 341 days cash on hand,
23.5% cash-to-adjusted debt, and 6.2x cushion ratio. Fitch expects
TA's unrestricted reserves and key leverage metrics to continue to
improve over the short-term as the new ILU units continue to fill,
which will boost total cash flow levels.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Any fill-up delays, or service disruptions that lead to a decline
of operating performance.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improved ILU census, and improvement in its key financial metrics
such that cash-to-adjusted debt and coverage levels are above 40%
and 1.5x, respectively;
- Improvement and maintenance of its ILU census consistently above
95% that results in revenue defensibility assessment increasing to
'a'.
PROFILE
In 2016, PRCN was renamed TA to better reflect the organization's
mission and values, and plan to expand its geographic reach, and
offer more senior housing options beyond the Pacific Northwest. The
PRCN OG now does business as TA Seattle OG. The OG includes TA and
three senior living facilities - Park Shore, Skyline and Fred Lind
Manor, all located in the Seattle metropolitan area.
Park Shore is a Type B life plan community (LPC) located in the
Madison Park neighborhood in Seattle on Lake Washington. Skyline is
mostly a Type A LPC located in downtown Seattle. Fred Lind Manor
affiliated with PCRN in October 2014 is located in the Capitol Hill
neighborhood of Seattle. Across the three campuses TA has 383 ILUs,
186 AL/MC units and 56 SNF units. In fiscal 2023, the TA OG
reported approximately $62.7 million in total operating revenues.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
RADIATE HOLDCO: $3.42BB Bank Debt Trades at 17% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Radiate Holdco LLC
is a borrower were trading in the secondary market around 83.4
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $3.42 billion Term loan facility is scheduled to mature on
September 25, 2026. About $3.33 billion of the loan is withdrawn
and outstanding.
Radiate Holdco LLC, also known as Astound Broadband, and backed by
Stonepeak, is a broadband communications services provider and
cable operator doing business via regional providers RCN, Grande
Communications, Wave Broadband and enTouch Systems.
RYERSON HOLDING: S&P Affirms 'BB-' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' rating on Ryerson Holding
Corp. with a stable outlook.
The stable outlook reflects S&P's expectation debt to EBITDA
increases to 5x this year before recovering to 3x to 4x in 2025, as
the company completes its ongoing investments and market conditions
improve resulting in restocking and activity levels picking up.
Weak steel markets and ongoing investments in its network and
related costs are depressing Ryerson's earnings. S&P said, "We
expect Ryerson's EBITDA to decline to approximately $150 million,
resulting in our forecast of debt to EBITDA increasing to over 5x.
Earnings have been decreasing from peaks during the post-COVID boom
of 2021 and 2022. Ryerson's last 12 months (LTM) ended March 2024
EBITDA dipped to $285 million compared to $515 million the same
period a year ago. At the same time, the company's asset-backed
lending (ABL) facility drawings have increased to $497 million,
from $428 million in 2023 and $361 million in 2022. However, we
anticipate earnings should recover in 2025 as market conditions
start to improve at end of this year and Ryerson will complete
significant investments into its footprint, which are dragging on
costs. After completion of $110 million of capital expenditures
(capex) spending this year, we expect free cash flow generation to
go toward reducing the ABL drawings returning leverage toward 3x
within the next 12 to 24 months."
Ryerson is experiencing higher costs as it is undertaking the
start-up of new facilities, technology upgrades, and footprint
rationalization. The company has spent over $100 million per year
since 2022 to upgrade existing facilities and build two new
facilities to replace older locations. While this has been ongoing,
the company has had to duplicate logistics costs and bulk up
inventory levels to ensure they meet customers' orders during this
phase. The company estimates these efforts will likely result in
$40 million of annual cost reduction by 2025, $25 million of which
it expects to be realized this year. Ryerson is ramping up two new
service centers--one in University Park, Ill. and another in
Centralia, Wash. and has also completed expansion projects at
several of its sites, as well as an the ongoing expansion at its
Shelbyville, Kentucky location.
Market backdrop is challenging as declining commodity prices and
uncertainty surrounding interest rates is slowing demand and
customers are in a hold pattern. S&P said, "This is despite our
expectation of 2.5% U.S. GDP growth this year. Consumer-facing end
markets are seeing the most pressure and industrial demand has
turned sluggish. However, we anticipate structural trends driving
demand for steel, stainless steel, and aluminum in the U.S. to
persist. An increased infrastructure spending pipeline and
reshoring and automation trends in the manufacturing industry
support our view of an improving outlook in 2025." In addition, the
completion of investments into its footprint modernization could
support future profitability growth from structural cost reductions
by replacing older legacy operations.
Ryerson has demonstrated earnings swings of this magnitude in the
past, with the most recent peak to trough EBITDA swings occurring
in the past three years. S&P Global Ratings adjusted EBITDA reached
$660 million in 2022 from $144 million in 2020. Leverage peaked at
7.3x in 2020 and recovered to 1x by 2022. In 2022, following strong
cash generation and with proceeds from sale-lease back
transactions, the company was able to redeem all of its outstanding
debt and now operates with a sizeable ABL to fund the needs of its
business. The capital structure is intended to provide flexibility
from Ryerson's counter cyclical cash flows. The ABL supports
building working capital when the market is ramping up. During
times of market decline, Ryerson typically generates significant
cash from working capital so that in trough years, it can help
offset leverage increases from earnings decline.
S&P said, "We no longer assess Ryerson's financial risk profile as
influenced by a financial sponsor. During 2023, Ryerson's financial
sponsor, Platinum Equity, significantly sold down its ownership
stake in the company to 11%. Ryerson's publicly articulated
financial policy prioritizes a public net leverage target of 0.5x
to 2x through the cycle, re-investment in its business, a stable
dividend, and opportunistic share repurchases.
"The stable outlook reflects our expectation debt to EBITDA
increases to 5x this year before recovering to 3x to 4x in 2025, as
the company completes its ongoing investments and market conditions
improve and commodity prices stabilize resulting in customers
restocking and activity levels improve.
"We could lower the rating if debt to EBITDA remains above 4x in
2025, signaling a prolonged decline in demand or a sustained impact
to costs from these projects, resulting in another year of trough
earnings and increasing ABL drawings."
Although unlikely under current market conditions, S&P could raise
the rating within the next 12 months if:
-- Debt to EBITDA is sustained below 2x in most market conditions
while Ryerson also pursues growth opportunities such as
acquisitions or capital expenditure projects.
-- Ryerson sustains an improved competitive position, such as
market share gains and increased scale and profitability, which
contribute to stronger earnings and lower volatility.
ESG factors have an overall neutral influence on our credit rating
analysis of Ryerson. Ryerson is a processor and distributor of
steel and aluminum products. As an operator of tools, equipment,
and warehouses, Ryerson's environmental exposure is a small
fraction of that of steel and aluminum producers.
S&W SEED: Extends Loan Agreement With CIBC Bank to Oct. 31
----------------------------------------------------------
S&W Seed Company disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company entered into a
Third Amendment to the Amended and Restated Loan and Security
Agreement with CIBC Bank USA, which amended the Amended and
Restated Loan and Security Agreement, dated March 22, 2023, as
amended, by and among the Company, as borrower, and CIBC, as
administrative agent and sole lead arranger. The CIBC Amendment,
effective as of July 1, 2024, among other things:
* subject to the satisfaction of certain post-closing
covenants, extended the maturity date from August 31, 2024 to
October 31, 2024;
* modified the maximum loan commitment under the CIBC Loan
Agreement to (i) $20.0 million from July 1, 2024 through July 31,
2024, (ii) $18.5 million from August 1, 2024 through September 1,
2024, (iii) $17.5 million from September 2, 2024 through September
15, 2024, (iv) $15.0 million from September 16, 2024 through
October 9, 2024, and (v) $13.0 million from October 10, 2024
through the Maturity Date;
* modified the eligible inventory sublimit under the CIBC Loan
Agreement from $5.0 million from July 1, 2024 through August 31,
2024 to (i) $8.5 million from July 1, 2024 through July 14, 2024,
(ii) $7.5 million from July 15, 2024 through August 14, 2024, (iii)
$7.0 million from August 15, 2024 through September 15, 2024, (iv)
$6.5 million from September 16, 2024 through September 29, 2024,
and (v) $5.0 million from September 30, 2024 through the Maturity
Date;
* added certain post-closing covenants which, should the
Company not comply with the amended terms, shall constitute an
immediate event of default under the CIBC Loan Agreement;
* added a fee of $15,000 payable by the Company to CIBC on the
date of the CIBC Amendment;
* added a fee of $10,000 payable by the Company to CIBC
monthly beginning July 1, 2024, and payable only if the eligible
inventory sublimit is greater than $5.0 million; and
* added a fee of $25,000 payable by the Company to CIBC on
October 1, 2024, and payable only if the Company does not repay the
obligations under the CIBC Loan Agreement in full by September 30,
2024.
Except as modified by the CIBC Amendment, all terms and conditions
of the CIBC Loan Agreement remain in full force and effect.
About S&W Seed Co.
Longmont, Colo.-based S&W Seed Company is a global multi-crop,
middle-market agricultural company that is principally engaged in
breeding, growing, processing and selling agricultural seeds. The
Company operates seed cleaning and processing facilities, which are
located in Texas, New South Wales and South Australia. The
Company's seed products are primarily grown under contract by
farmers. The Company is currently focused on growing sales of their
proprietary and traited products specifically through the expansion
of Double TeamTM for forage and grain sorghum products, improving
margins through pricing and operational efficiencies, and
developing the camelina market via a recently formed partnership.
As of March 31, 2024, the Company had $133.2 million in total
assets, $76.4 million in total liabilities, and total stockholders'
equity of $51.2 million.
S&W Seed cautioned in its Form 10-Q Report for the quarterly period
ended December 31, 2023, that its operating and liquidity factors
raise substantial doubt regarding the Company's ability to continue
as a going concern. According to the Company, it is not profitable
and has recorded negative cash flows for the last several years.
For the six months ended December 31, 2023, the Company reported a
net loss of $12.5 million. While the Company did report net
cashprovided by operations of $1.4 million for the six months ended
December 31, 2023, it expects this to be negative in fiscal 2024.
The positive cash flow in operations for the six months ended
December 31, 2023, was largely due to changes in operating assets
and liabilities. As of December 31, 2023, the Company had cash on
hand of $1.1 million. The Company had $2.4 million of unused
availability from its working capital facilities as of December 31,
2023.
Additionally, the Company's Amended and Restated Loan and Security
Agreement, or the Amended CIBC Loan Agreement, with CIBC Bank USA,
or CIBC, and its debt facilities with National Australia Bank, or
NAB, under the NAB Finance Agreement, contain various operating and
financial covenants. Adverse geopolitical and macroeconomic events
and other factors affecting the Company's results of operations
have increased the risk of the Company's inability to comply with
these covenants, which could result in acceleration of its
repayment obligations and foreclosure on its pledged assets. The
Amended CIBC Loan Agreement as presently in effect requires the
Company to meet minimum adjusted EBITDA levels on a quarterly basis
and the NAB Finance Agreement includes an undertaking that requires
the Company to maintain a net related entity position of not more
than USD$18.5 million and a minimum interest cover ratio at each
fiscal year-end. As of December 31, 2023, the Company was in
compliance with the CIBC minimum adjusted EBITDA covenant as well
as the NAB net related entity position covenant. While the Company
was in compliance with these covenants, there can be no assurance
the Company will be successful in meeting its covenants or securing
future waivers or amendments from its lenders. Currently, the
Company does not expect to meet certain of these covenants in
fiscal 2024. If the Company is unsuccessful in meeting its
covenants or securing future waivers or amendments from its lenders
and cannot obtain other financing, it may need to reduce the scope
of its operations, repay amounts owed to its lenders or sell
certain assets. Further, if the Company cannot renew or obtain
other financing when its two major debt facilities with CIBC and
NAB expire on August 31, 2024, and March 31, 2025, respectively, it
may need to reduce the scope of its operation.
SANDVINE CORP: $400MM Bank Debt Trades at 86% Discount
------------------------------------------------------
Participations in a syndicated loan under which Sandvine Corp is a
borrower were trading in the secondary market around 14.5
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $400 million Term loan facility is scheduled to mature on
November 3, 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.
SANUWAVE HEALTH: Expects Record Q2 Revenues, Anticipates 50% Growth
-------------------------------------------------------------------
SANUWAVE Health, Inc. announced that its revenues for the second
quarter of 2024 are expected to be in the range of $7 to $7.2
million, an increase of 50% to 54% over Q2 2023 and consistent with
the upper end of the range of guidance given in the Company's Q1
2024 earnings release from May 10, 2024.
"Sanuwave is pleased to announce an all time record revenue quarter
and our second consecutive quarter of greater than 50% year on year
revenue growth," said CEO Morgan Frank. "We're particularly
excited to report over 60% growth in our core UltraMIST business
and that our consumable business remains so strong. We remain
committed to our plan of rapid growth, operating profitability, and
to become a premier franchise in the wound care space. The Company
plans to release its full Q2 results in mid-August, and we look
forward to speaking with you then to give you a more complete
update on our quarterly performance and our future plans and
guidance."
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and
shock wave technology company using patented systems of
noninvasive, high-energy, acoustic shock waves or low intensity and
non-contact ultrasound for regenerative medicine and other
applications. The Company's focus is regenerative medicine
utilizing noninvasive, acoustic shock waves or ultrasound to
produce a biological response resulting in the body healing itself
through the repair and regeneration of tissue, musculoskeletal, and
vascular structures. The Company's two primary systems are
UltraMIST and PACE. UltraMIST and PACE are the only two Food and
Drug Administration (FDA) approved directed energy systems for
wound healing.
SANUWAVE Health reported a net loss of $25.81 million for the year
ended Dec. 31, 2023, compared to a net loss of $10.29 million for
the year ended Dec. 31, 2022. As of March 31, 2024, the Company had
$23.32 million in total assets, $70.92 million in total
liabilities, and a total stockholders' deficit of $47.59 million.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
21, 2024, citing that the Company has incurred recurring losses and
needs to raise additional funds to meet its obligations, sustain
its operations, and to resolve the events of default on the
Company's debt. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SIYATA MOBILE: Samsung's Bob Escalle Named as VP of Public Safety
-----------------------------------------------------------------
Siyata Mobile Inc. announced on July 8, 2024, that it has appointed
Bob Escalle as Vice President of Public Safety.
Marc Seelenfreund, CEO of Siyata, stated, "We are excited to
welcome Bob Escalle, a distinguished leader in the global
Push-to-Talk (PTT) industry, to our team. The Push-to-Talk over
Cellular market is a $7 billion industry, and Bob has held
significant positions at leading companies, most recently as a
director on the Samsung Mission Critical Push-to-Talk team. Public
Safety, our largest and rapidly growing vertical, benefits from the
increasing focus on safety in the U.S. and worldwide. Bob's
extensive expertise and years of experience will be invaluable as
we strive to become a leading global PTT provider. I look forward
to working closely with Bob and our amazing team to achieve our
mission."
Bob Escalle, Vice President of Siyata, remarked, "Siyata is
uniquely positioned as the only Western company solely focused on
the expansive and growing Push-to-Talk over Cellular industry. Our
next-generation 5G technology has the potential to be a game
changer in the U.S. and other global markets. I am excited to join
the team and contribute to making Siyata the number one global
vendor for PoC."
Mr. Escalle brings over 30 years of extensive experience across the
U.S., European, and Asian markets at leading global PTT companies,
including Motorola Solutions, ESChat, and Nemergent Solutions. His
key roles in global business and market development, strategic
planning, engineering, and product management for various
telecommunications and data networking industries, including
wired/wireless, SaaS, IMS, MCPTT, Private LTE, PTToC, and
multimedia platforms, have prepared him well for his role at
Siyata. Bob joins Siyata from Samsung Electronics America, where he
served as Director of New Business for Enterprise and Public
Safety.
About Siyata Mobile
British Columbia, Canada-based Siyata Mobile Inc. is a B2B global
developer and vendor of next-generation Push-To-Talk over Cellular
handsets and accessories. Its portfolio of rugged PTT handsets and
accessories enables first responders and enterprise workers to
instantly communicate over a nationwide cellular network of choice,
to increase situational awareness and save lives. Police, fire, and
ambulance organizations as well as schools, utilities, security
companies, hospitals, waste management companies, resorts and many
other organizations use Siyata PTT handsets and accessories today.
Siyata Mobile incurred a net loss of $12,931,794 during the year
ended December 31, 2023. As of December 31, 2023, the Company had
$15,512,405 in total assets, $5,805,065 in total liabilities, and
$9,707,340 in total shareholders' equity.
Jerusalem, Israel-based Barzily and Co., the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 3, 2024, the Company has suffered recurring losses from
operations, high accumulated losses, outstanding bank loan and an
outstanding balance in respect of the sale of future receipts, that
raise substantial doubt about its ability to continue as a going
concern.
SMILE KRAFTERS: Leona Mogavero Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Leona Mogavero,
Esq., at Zarwin Baum as Subchapter V trustee for Smile Krafters,
PC.
Ms. Mogavero will be paid an hourly fee of $425 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Mogavero declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Leona Mogavero, Esq.
Zarwin Baum
One Commerce Square
2005 Market Street, 16th Floor
Philadelphia, PA 19103
Phone: (267) 765-9630
Email: lmogavero@zarwin.com
About Smile Krafters
Smile Krafters, PC operates a dental center in Fort Washington,
Pa.
Smile Krafters filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
24-12256) on June 30, 2024, with $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. Dr. Bhaskar
Savani, president, signed the petition.
Judge Patricia M. Mayer presides over the case.
Jeffrey Kurtzman, Esq., at Kurtzman | Steady, LLC represents the
Debtor as legal counsel.
SMITH FOOD: Linda Leali Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 21 appointed Linda Leali, Esq., as
Subchapter V trustee for Smith Food Market, Inc.
Ms. Leali will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Leali declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Linda M. Leali
Linda M. Leali, P.A.
2525 Ponce De Leon Blvd., Suite 300
Coral Gables, FL 33134
Telephone: (305) 341-0671, ext. 1
Facsimile: (786) 294-6671
Email: leali@lealilaw.com
About Smith Food Market
Smith Food Market, Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-16628) on July 1,
2024, with as much as $1 million in both assets and liabilities.
Nuruddin Sheikh, president, signed the petition.
Judge Mindy A. Mora oversees the case.
Jeffrey M. Siskind, Esq., at Siskind, PLLC serves as the Debtor's
bankruptcy counsel.
SOLUNA HOLDINGS: Issues Corporate and Site Updates
--------------------------------------------------
Soluna Holdings, Inc. announced its June project site-level
operations, developments, and updates. The Company has provided the
following Corporate and Site Updates.
Corporate Highlights:
* Generative AI Agreement – on June 24th, the Company
announced the launch of its Soluna Cloud business and entered into
various agreements with its Strategic OEM Partner. The agreements
secure its first batch of NVIDIA GPUs sustainably hosted for
Generative AI workloads. The Company is eyeing up to $80M of
Revenue over the next three years.
* Soluna Cloud Secured Credit Facility – on June 24th,
Soluna announced that it had closed a $12.5M secured credit
facility to fund the GPU contract and Soluna Cloud startup costs.
* Significant Reduction in Convertible Loan Note Balance –
As of July 8th, Convertible Loan Note Holders have reduced their
balances from $7.7M from March 31st to $4.5M by converting to
Common Shares. Warrant Holders have also exercised $2.0M from March
31st. Consequently, the Company's Common Shares Issued and
Outstanding have increased from 3,921,503 as of May 9th, 2024, to
5,381,104 as of July 8th. These figures include stock grants to the
Board of Directors, employees, and management.
* AMA – The Company published responses to investor
questions in its monthly AMA for May.
Key Project Updates:
Project Dorothy 1A (25 MW, Hosting) / Project Dorothy 1B (25 MW,
Prop-Mining):
* The onset of the Four Coincident Peak Program from June to
September resulted in an increase in curtailed operations over
previous months.
* Infrastructure optimization efforts are underway to protect
equipment against the severe summer heat including miner heat
shielding, building insulation upgrades, and transformer fan kit
installations.
* Core network equipment upgrades have been completed in an
effort to modernize adding additional capabilities and resiliency
to site infrastructure.
Project Dorothy 2 (50 MW):
* Project schedule finalized and construction is planned to
mobilize by late July. Commissioning of the buildings dedicated to
Bitcoin Hosting will be completed in a phased approach at 6, 9, and
12-month milestone dates.
* Power partner's approval process is in its final stages.
* Spring Lane's definitive documentation on recent financing
is nearing completion.
Project Sophie (25 MW, Bitcoin Hosting with Profit Share, AI
Hosting)
* Fleet upgrades are underway for several customers to improve
efficiency and utilize additional available capacity.
* Infrastructure optimization efforts are also underway
similar to Project Dorothy to protect against the severe summer
heat including miner heat shielding, building insulation upgrades,
and transformer fan kits installations.
Project Kati (166 MW):
* ERCOT planning continues to progress with new edits made on
one key study.
* Negotiations continue with landowners for the site land
leases.
About Soluna Holdings
Headquartered in Albany, New York, Soluna designs, develops, and
operates digital infrastructure that transforms surplus renewable
energy into global computing resources. The Company's modular data
centers can co-locate with wind, solar, or hydroelectric power
plants and support compute intensive applications including Bitcoin
Mining, Generative AI, and Scientific Computing. This pioneering
approach to data centers helps energize a greener grid while
delivering cost-effective and sustainable computing solutions.
As of March 31, 2024, the Company had $90.6 million in total
assets, $41.8 million in total liabilities, and $48.9 million in
total stockholders' equity.
The Company was in a net loss, has negative working capital, and
has significant outstanding debt as of March 31, 2024. These
factors, among others, indicate that there is substantial doubt
about the Company's ability to continue as a going concern within
one year after issuance of the Companys condensed financial
statements, according to the Company's Quarterly Report for the
period ended March 31, 2024.
SOUL QUEST: Case Summary & One Unsecured Creditor
-------------------------------------------------
Debtor: Soul Quest Church of Mother Earth Inc.
d/b/a Soul Quest Ayahuasca Church of Mother Earth, Inc.
1371 Hancock Lone Palm Rd
Orlando, FL 32828
Business Description: Soul Quest is spiritual retreat center that
offers a variety of alternative healing
methods & all natural substances. Soul
Quest offers its church members ceremonial
ayahuasca retreats, which combine Sacred
Ayahuasca Plant Medicine, various workshops,
and psychotherapy integration sessions.
Chapter 11 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-03612
Judge: Hon. Lori V Vaughan
Debtor's Counsel: Frank M. Wolff, Esq.
NARDELLA & NARDELLA PLLC
135 W. Central Blvd., Suite 300
Orlando, FL 32801
Tel: (407) 966-2680
Email: fwolff@nardellalaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christopher Young as president.
Debtor's Sole Unsecured Creditor:
John P Begley,
Personal Rep.
Estate of Brandon Kyle Begle
c/o William M. Chapman, Esq.
Hogan Bldg, 1125
Clare Ave
West Palm Beach,
FL 33401
Nature of Claim: Final Judgment
John P Begley's Claim Amount: $6,019,410
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/JML4GTY/Soul_Quest_Church_of_Mother_Earth__flmbke-24-03612__0001.0.pdf?mcid=tGE4TAMA
SOUND INPATIENT: $215MM Bank Debt Trades at 86% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Sound Inpatient
Physicians Holdings LLC is a borrower were trading in the secondary
market around 14.2 cents-on-the-dollar during the week ended
Friday, July 12, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $215 million Term loan facility is scheduled to mature on June
29, 2026. The amount is fully drawn and outstanding.
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly owned subsidiaries and affiliated
companies. Sound Inpatient's principal business is to provide
hospitalist services to hospitals and health plans designed to
improve the well-being of patients while reducing their associated
costs through the management of medical care. The company is
primarily owned by private equity sponsor Summit Partners and Optum
Health.
SPEEDWAY MOTORSPORTS: S&P Upgrades ICR to 'BB+', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
motorsports track owner and operator Speedway Motorsports LLC to
'BB+' from 'BB' and its issue-level rating on its senior unsecured
notes to 'BB+' from 'BB'. At the same time, S&P affirmed its 'BBB-'
issue-level rating on the company's senior secured debt.
The stable outlook reflects S&P's view that Speedway's recurring
contractual media rights fees, augmented by its rising event- and
admissions-related revenue, will enable steady earnings and
maintain its leverage below 2.5x on a sustained basis.
The risks related to Speedway's NASCAR broadcasting revenue have
eased significantly following the renewal of the media rights
contract through the end of the 2031 season. The company derives
more than half of its revenue from its contracted share of the
annual gross fees NASCAR collects from Fox and NBC to air NASCAR
Cup, Xfinity, and Craftsman Truck Series races. Over the course of
2023, NASCAR finalized media rights agreements with a mix of
traditional linear and online streaming partners that will not only
renew the 10-year, $8.2 billion deal expiring in 2024 for an
additional seven seasons but also increase the average annual
contract value by more than 30% and expand the partnership to
include a broader array of content distributors. S&P said, "Our
base-case forecast assumes Speedway's S&P Global Ratings-adjusted
EBITDA will decline by about 15% in 2025 because migration to the
new broadcast deal will lead to a substantial shift in the
allocation of gross media fees toward racing teams and away from
the tracks. Notwithstanding the decline in its EBITDA, we believe
NASCAR's successful renewal of this contract will support
Speedway's earnings stability and enable it to maintain its
conservative financial policy and more-aggressive deleveraging."
S&P said, "We expect the company will continue to use its free cash
flow to repay debt. Speedway plans to operate with a reduced level
of leverage. The company's S&P Global Ratings-adjusted net leverage
was 2.5x for the 12 months ended March 31, 2024, which we expect
will improve below 2.0x in 2024 and toward the mid- to high-1x
range in 2025. To achieve this, we expect Speedway will continue to
voluntarily repay debt and pull back significantly on its capital
expenditure (capex), which we assume will normalize to about $30
million annually in 2024 and 2025. This contrasts with its elevated
2023 capex of more than $70 million due to its one-time purchases
of facilities, a corporate jet, and various capital and
construction projects. The controlling Smith family operated the
company with low leverage before its take-private transaction in
2019 (S&P Global Ratings-adjusted net leverage was in the 1x-2x
range). We also believe there are few large-scale acquisition
opportunities available that would significantly increase its
leverage. While Speedway could occasionally take on debt--including
to fund cash distributions to its Smith family-controlled parent
Sonic Financial Corp.--we believe it would be motivated to
subsequently reduce its leverage."
Speedway's hosted events are exposed to economic cyclicality and
the spending power of its fans. The company's core fan base
struggled during the economic recovery following the 2008
recession. This contributed to lower event attendance, which was
exacerbated by the retirement of star NASCAR drivers that
previously brought in large fanbases. While S&P believes consumer
interest in NASCAR has increased in recent years, due to the
emergence of new talent, Speedway's admissions revenue remains
exposed to economic cyclicality. In addition, racing events are
subject to weather-related risks, with excessive rain postponing
three NASCAR Cup races by at least a day in 2023, including those
held at Charlotte, Dover, and New Hampshire. While these are risks
for the entire motorsports industry, Speedway compares unfavorably
with its larger peer NASCAR, which not only owns and operates
racing facilities but also benefits from greater track and event
diversity. Speedway's strong market position in the motorsports
industry, the high barriers to entry stemming from the significant
capital required to build a new racetrack, and the limited
availability of high-margin NASCAR racing dates partially offset
these risks.
The stable outlook reflects S&P's view that Speedway's recurring
contractual media rights fees, augmented by its rising event- and
admissions-related revenue, will enable steady earnings and
maintain its leverage below 2.5x on a sustained basis.
While unlikely over the next 12 months, S&P could lower its rating
on Speedway if its leverage increases above 2.5x on a sustained
basis. This could occur if:
-- The company pursues a large debt-funded acquisition or
dividend; or
-- Event delays or cancelations stemming from adverse weather
conditions significantly pressure its event and admissions
revenue.
S&P could raise its rating on Speedway if it expects its leverage
will decline below 1.5x on a sustained basis. This could occur if:
-- The pace of the improvement in its event- and
admissions-related revenue rapidly accelerates; and
-- Strategic cost cuts and labor savings lead to a substantial
expansion of its margin, which boosts its earnings generation.
SPIN HOLDCO: $2BB Bank Debt Trades at 17% Discount
--------------------------------------------------
Participations in a syndicated loan under which Spin Holdco Inc is
a borrower were trading in the secondary market around 83.3
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $2 billion Term loan facility is scheduled to mature on March
6, 2028. The amount is fully drawn and outstanding.
Spin Holdco Inc. provides laundry solutions. The Company offers
residential and commercial laundry solutions, as well as tire
inflation and vacuum vending services at convenience stores and gas
stations. Spin Holdco serves clients in North America and Europe.
SPIRIT AIRLINES: Amends Credit Facility With Citibank, Wilmington
-----------------------------------------------------------------
Spirit Airlines, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company entered
into the Fourth Amendment to Credit and Guaranty Agreement, which
modifies the Revolving Credit Facility to, among other things, (i)
remove provisions relating to the terminated merger with JetBlue
Airways Corporation and (ii) extend the final maturity of the
Revolving Credit Facility to September 30, 2026; provided that if
the Company's senior secured notes due 2025 are not extended or
refinanced by June 20, 2025, or the Company's convertible senior
notes due 2026 are not extended or refinanced by February 12, 2026,
in each case in a specified minimum outstanding principal amount
thereof, then the facility expiration will be automatically
shortened to June 21, 2025 or February 13, 2026, respectively.
As previously disclosed, on March 30, 2020, the Company entered
into a senior secured revolving credit facility with the lenders
party thereto, Citibank, N.A., acting as the administrative agent,
and Wilmington Trust, National Association, acting as the
collateral agent.
Furthermore, on July 2, the Company entered into a letter agreement
which modifies the existing Card Processing Agreement to, among
other things, extend the term thereof until December 31, 2025,
including automatic extensions for two successive one-year terms
(subject to the right of either party to opt out of any extension
term by written notice to the other within a specified period of
time prior to the commencement of any extension term); provided
that if the Company's senior secured notes due 2025 are not
extended or refinanced by September 20, 2024, in a specified
minimum outstanding principal amount thereof, then the term will
automatically revert to the current expiration of December 31, 2024
(with no automatic extensions).
On May 21, 2009, the Company entered into a Signatory Agreement
with U.S. Bank National Association, pursuant to which U.S. Bank
National Association processes certain payments made to the Company
using credit cards bearing the service mark of Visa International,
Visa U.S.A. Inc. or MasterCard International Incorporated.
About Spirit Airlines
Spirit Airlines Inc. is a major United States ultra-low cost
airline headquartered in Miramar, Florida, in the Miami
metropolitan area.
As of March 31, 2024, the Company had $9.5 billion in total assets,
$8.5 billion in total liabilities, and $1 billion in total
stockholders' equity.
* * *
In June 2024, S&P Global Ratings lowered its issuer credit rating
on Spirit Airlines Inc. to 'CCC' from 'CCC+'. S&P also lowered its
ratings on Spirit's enhanced equipment trust certificates (EETCs)
by one notch, in line with the lower issuer credit rating. The
negative outlook reflects the uncertainty around the company's
ability to address its upcoming 2025 maturities, the sustainability
of its capital structure over the longer term, and S&P's view that
a distressed exchange is likely.
In January 2024, Moody's Investors Service downgraded its ratings
of Spirit Airlines, including the corporate family rating to Caa2
from Caa1 and probability of default rating to Caa2-PD from
Caa1-PD. Moody's also downgraded the backed senior secured rating
assigned to Spirit IP Cayman Ltd.'s 8% senior notes, which are
secured by the company's loyalty program and brand IP, to Caa2 from
B2. The speculative grade liquidity rating remains unchanged at
SGL-3 and the rating outlook remains negative. The downgrade of
the corporate family rating to Caa2 reflects Moody's belief that
the potential of a default has increased since Judge William Young
ruled in January that the agreed acquisition by JetBlue Airways
Corp. would be anti-competitive and a violation of the Clayton Act.
The downgrades of the CFR as well as of the senior notes secured by
Spirit's loyalty program IP and brand IP reflect the increased
potential of a default and less than a full recovery, whether in a
formal reorganization or if the senior secured notes are refinanced
or retired for less than face value. The Caa2 instrument rating
incorporates a negative one notch override of the LGD model to
reflect the potential for a more than nominal loss on the
instrument in a restructuring or exchange scenario. Following the
ruling on January 16, the market price of the Notes fell to around
50 from the low to mid-70s since mid-November. The notes price has
increased to the low 60s following the announcement that Spirit and
JetBlue would appeal the District Court's ruling.
Moody's continues to expect Spirit's operations to generate an
operating loss in 2024 and again in 2025 on a reported basis.
Moody's forecasts about breakeven operating cash flow in 2024, an
improvement from its forecast for negative $150 million in 2023.
Moody's projects cash to fall from the $1.1 billion on hand on Sep.
30, 2023, towards $700 million by the end of 2024.
The Company's $300 million revolver expires on Sept. 30, 2025.
Alternate sources of liquidity are very limited.
In September 2023, Egan-Jones Ratings Company maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Spirit Airlines, Inc.
ST. LIZ HOSPICE: No Patient Care Concern, 1st PCO Report Says
-------------------------------------------------------------
Robert Splawn, the duly appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Central District of
California his first interim report regarding the quality of
patient care provided by St. Liz Hospice, Inc.
In the report which covers the period April 17 to June 17, 2024,
the PCO stated that SLHI is currently in a "pause" phase with no
clinical activity. The agency's quality and family caregiver
experience for the latest reporting cycle was overall below average
but not substandard. Excellent audit tools have been developed and
their EMR, HospiceMD will help ensure both regulatory and clinical
documentation compliance.
The PCO noted that staffing levels have to be optimal to ensure the
delivery of high quality of care and optimal patient and family
experience as well as maintain compliance with CMS' Conditions of
Participation. SLHI will also need to recruit a new medical
director as the current one has tendered his resignation reportedly
effective December 2024.
The PCO interviewed staff who are engaging and cooperative. He has
not noted any patient care issues that should prevent them from
restarting operations if they decide to proceed.
The ombudsman may be reached at:
Robert G. Splawn, MD, MPH
5101 Victoria Hill Drive
Riverside, CA 92506
Telephone: (213) 399-1804
Email: rsplawn851@aol.com
About St. Liz Hospice
St. Liz Hospice, Inc. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11872) on
March 11, 2024, with up to $50,000 in assets and up to $1 million
in liabilities.
Judge Barry Russell presides over the case.
Matthew D. Resnik, Esq., at Rhm Law, LLP represents the Debtor as
bankruptcy counsel.
STAR HOLDING: S&P Assigns Prelim 'B' Rating on Sr. Secured Notes
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issue-level rating
and '3' recovery rating to Star Holding LLC's proposed $350 million
senior secured notes due in 2031. The '3' recovery rating on the
proposed senior secured notes reflect its expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a payment default. S&P also previously assigned a preliminary
'B' issue-level rating and '3' recovery rating to the company's
$775 million term loan B facility due 2031.
Star Holding plans to acquire U.S. Silica, a leading producer in
the U.S. frac sand and the commercial silica and specialty material
markets for $1.9 billion. The new combined entity will have a
capital structure that will refinance U.S. Silica's existing debt
and include the proposed $175 million five-year revolving credit
facility (RCF), $775 million seven-year term loan B, and proposed
$350 million senior secured notes due in 2031.
ISSUE RATINGS—RECOVERY ANALYSIS
Key analytical factors
-- Star Holding's capital structure consists of senior secured
debt, including a $175 million cash flow revolver (due in 2029),
$775 million term loan B (due in 2031), and proposed $350 million
senior secured notes (due in 2031).
-- The preliminary 'B' issue-level rating and '3' recovery rating
on the proposed $350 million senior secured notes reflect our
expectation of meaningful recovery (50%-70%; rounded estimate: 60%)
in the event of a payment default for the company.
-- S&P assigned previously its preliminary 'B' issue-level rating
along with a '3' recovery rating to the company's US$775 million
term loan B facility due 2031, which is in line with our issuer
credit rating on the company. The '3' recovery rating indicates our
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default.
-- S&P's simulated default scenario contemplates a default
occurring in 2027 in the wake of a protracted deterioration in oil
and gas exploration and drilling activity that leads to materially
less demand for frac sand and depressed prices. The default
scenario could also arise if the ISP segment experiences decline in
demand that could occur if industrial conditions decline or if its
products experience substitution from new technology developments.
If these scenarios were to occur as part of a general recession,
the business would be increasingly strained to cover the company's
fixed charges, leading it to borrow from its revolving credit
facility and eventually undertake a restructuring.
-- In a default scenario, S&P assumes its creditors would receive
more value through a reorganization than a liquidation.
-- S&P estimates a gross recovery value of approximately $835
million assuming emergence EBITDA of $167 million and an EBITDA
multiple of 5x. This multiple is in line with the multiples it uses
for other companies in the metals and mining upstream sector.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: $167 million
-- Implied enterprise value multiple: 5x
-- Gross enterprise value: $835 million
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $782
million
-- Value available for senior secured debt: $793 million
-- Estimated senior secured debt claims: $1.29 billion.
--First-lien debt recovery expectations: 50%-70% (rounded
estimate: 60%)
Note: S&P's estimated claim amounts include approximately six
months of accrued but unpaid interest
TRANSOCEAN LTD: Hayfin Management Holds 5.9% Stake
--------------------------------------------------
Hayfin Management Limited disclosed in a Schedule 13G Report filed
with the U.S. Securities and Exchange Commission that as of June
28, 2024, the firm and its affiliated entities -- Hayfin SOF II GP
Limited, Hayfin Special Opportunities Fund II LP, Hayfin Topaz GP
Limited, Hayfin Topaz LP, Hayfin Opal III GP Limited, Hayfin Opal
III LP, and Hayfin SOF II USD Co-Invest LP -- beneficially owned an
aggregate of 55,513,043 shares of Transocean Ltd., representing
5.9% based upon an aggregate of 940,828,901 shares outstanding as
of June 28, 2024 as reported in Transocean Ltd.'s Form S-3ASR filed
with the Securities and Exchange Commission on June 28, 2024.
Direct ownership of such shares by the reporting persons is as
follows:
a. Hayfin Management Limited: 0.
b. Hayfin SOF II GP Limited: 0.
c. Hayfin Special Opportunities Fund II LP: 34,699,568.
d. Hayfin Topaz GP Limited: 0.
e. Hayfin Topaz LP: 1,023,578.
f. Hayfin Opal III GP Limited: 0.
g. Hayfin Opal III LP: 14,842,476.
h. Hayfin SOF II USD Co-Invest LP: 4,947,421.
Hayfin Management Limited serves as investment manager to Hayfin
Special Opportunities Fund II LP, Hayfin Topaz LP, Hayfin Opal III
LP and Hayfin SOF II USD Co-Invest LP. Accordingly, Hayfin
Management Limited may be deemed to beneficially own the shares
directly held by Hayfin Special Opportunities Fund II LP, Hayfin
Topaz LP, Hayfin Opal III LP and Hayfin SOF II USD Co-Invest LP.
Hayfin SOF II GP Limited is the general partner of Hayfin SOF II
USD Co-Invest LP, and is the general partner of Hayfin SOF II GP LP
which is the general partner of Hayfin Special Opportunities Fund
II LP. Accordingly, Hayfin SOF II GP Limited may be deemed to
beneficially own the shares directly held by Hayfin SOF II USD
Co-Invest LP and Hayfin Special Opportunities Fund II LP.
Hayfin Topaz GP Limited is the general partner of Hayfin Topaz LP.
Accordingly Hayfin Topaz GP Limited may be deemed to beneficially
own the shares directly held by Hayfin Topaz LP.
Hayfin Opal III GP Limited is the general partner of Hayfin Opal
III LP. Accordingly, Hayfin Opal III GP Limited may be deemed to
beneficially own the shares directly held by Hayfin Opal III LP.
A full-text copy of Hayfin Management's SEC Report is available
at:
https://tinyurl.com/4xdyvpj2
About Transocean
Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The Company specializes
in technically demanding sectors of the offshore drilling business
with a particular focus on ultra-deepwater and harsh environment
drilling services. As of Feb. 14, 2024, the Company owned or had
partial ownership interests in and operated 37 mobile offshore
drilling units, consisting of 28 ultra-deepwater floaters and nine
harsh environment floaters. Additionally, as of Feb. 14, 2024, the
Company was constructing one ultra-deepwater drillship.
Transocean reported a net loss of $954 million in 2023, a net loss
of $621 million in 2022, and a net loss of $591 million in 2021. As
of Dec. 31, 2023, the Company had $20.25 billion in total assets,
$1.39 billion in total current liabilities, $8.44 billion in total
long-term liabilities, and $10.42 billion in total equity.
* * *
As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised
its issuer credit rating on offshore drilling contractor Transocean
Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects
improved rig demand, higher day rates, and our view that there is
reduced near-term risk of a distressed debt exchange or balance
sheet restructuring."
TRAVELING BY GRACE: Updates Priority Tax Claims Pay; Amends Plan
----------------------------------------------------------------
Traveling By Grace, LLC, submitted a Second Amended Plan of
Reorganization dated July 1, 2024.
This Plan proposes to pay creditors from future income by
continuing operations and reorganizing its current debts.
The Debtor anticipates having enough business and cash available to
fund the plan and pay the creditors pursuant to the proposed plan.
It is anticipated that after confirmation, the Debtor will continue
in business. Based upon the projections, the Debtor believes it can
service the debt to the creditors.
The Debtor will continue operating its business. The Debtor's Plan
will break the existing claims into seven classes of Claimants.
These claimants will receive cash repayments over a period of time
beginning on the Effective Date. While Debtor's Plan proposes to
pay claims not to exceed 5 years, nothing prevents Debtor from
prepaying its claims.
Class 2-3 HOUSTON ISD pertains to the allowed secured claim of
HOUSTON ISD filed at Claim No. 6. The HOUSTON ISD claim is for
estimated taxes due for the 2024 tax year. The estimated 2024 taxes
will be paid in the ordinary course, as billed under Texas law,
before they come due in 2025. If the Reorganized Debtor fails to
pay the 2024 taxes prior to delinquency under Texas law, it shall
be considered a default of this Plan.
In the event the Reorganized Debtor sells, conveys or transfers any
of the properties which are the collateral of the HOUSTON ISD claim
or post confirmation tax debt, the Reorganized Debtor shall remit
such sales proceeds first to HOUSTON ISD to be applied to the
HOUSTON ISD tax debt incident to any such property/tax account
sold, conveyed or transferred and such proceeds shall be disbursed
by the closing agent at the time of closing to HOUSTON ISD prior to
any disbursement of the sale proceeds to any other person or
entity.
The Reorganized Debtor may pre-pay the pre-petition tax debt to
HOUSTON ISD at any time. The Reorganized Debtor shall have 60 days
from the Effective Date to object to the HOUSTON ISD claim;
otherwise, the HOUSTON ISD claim shall be deemed as an allowed
secured claim in the amount of its Proof of Claim. HOUSTON ISD
shall retain its statutory lien securing its pre-petition and
post-petition tax debts until such time as the tax debt is paid in
full. Reorganized Debtor shall pay all postpetition ad valorem tax
liabilities (tax year 2025 and subsequent tax years) owing to
HOUSTON ISD in the ordinary course of business as such tax debt
comes due and prior to said ad valorem taxes becoming delinquent
without the need of HOUSTON ISD to file an administrative expense
claim and/or request for payment.
Class 2-4 HARRIS COUNTY, ET AL pertains to the allowed secured
claim of HARRIS COUNTY, ET AL filed at Claim No. 7. The HARRIS
COUNTY, ET AL claim is for estimated taxes due for the 2024 tax
year. The estimated 2024 taxes will be paid in the ordinary course,
as billed under Texas law, before they come due in 2025. If the
Reorganized Debtor fails to pay the 2024 taxes prior to delinquency
under Texas law, it shall be considered a default of this Plan.
In the event the Reorganized Debtor sells, conveys or transfers any
of the properties which are the collateral of the HARRIS COUNTY, ET
AL claim or post confirmation tax debt, the Reorganized Debtor
shall remit such sales proceeds first to HARRIS COUNTY, ET AL to be
applied to the HARRIS COUNTY, ET AL tax debt incident to any such
property/tax account sold, conveyed or transferred and such
proceeds shall be disbursed by the closing agent at the time of
closing to HARRIS COUNTY, ET AL prior to any disbursement of the
sale proceeds to any other person or entity.
The Reorganized Debtor may pre-pay the pre-petition tax debt to
HARRIS COUNTY, ET AL at any time. The Reorganized Debtor shall have
60 days from the Effective Date to object to the HARRIS COUNTY, ET
AL claim; otherwise, the HARRIS COUNTY, ET AL claim shall be deemed
as an allowed secured claim in the amount of its Proof of Claim.
HARRIS COUNTY, ET AL shall retain its statutory lien securing its
pre-petition and post-petition tax debts until such time as the tax
debt is paid in full. Reorganized Debtor shall pay all
post-petition ad valorem tax liabilities (tax year 2025 and
subsequent tax years) owing to HARRIS COUNTY, ET AL in the ordinary
course of business as such tax debt comes due and prior to said ad
valorem taxes becoming delinquent without the need of HARRIS
COUNTY, ET AL to file an administrative expense claim and/or
request for payment.
Class 5 consists of Allowed Impaired Unsecured Claims. All allowed
unsecured creditors shall receive a pro rata distribution at zero
percent per annum over the next 5 years beginning not later than
the 15th day of the first full calendar month following 30 days
after the effective date of the plan and continuing every year
thereafter for the additional 4 years remaining on this date.
Debtor shall commence disbursements to the Class 5 claims beginning
the second year of the plan through the fifth year after the
effective date of confirmation.
The Debtor will distribute up to $548.47 to the general allowed
unsecured creditor pool over the 5-year term of the plan. The
Debtor can make monthly, quarterly or yearly payments as to the
Class 5 Claimants. The Debtor's General Allowed Unsecured Claimants
will receive 100% of their allowed claims under this plan. Any
creditors listed in the schedules of Traveling By Grace, LLC as
disputed and did not file a claim will not receive distributions
under this plan.
The Debtor anticipates the continued operations of the business to
fund the Plan.
A full-text copy of the Second Amended Plan dated July 1, 2024 is
available at https://urlcurt.com/u?l=6Xa3ch from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Vicky M. Fealy, Esq.
FEALY LAW FIRM, PC
1235 North Loop
W Ste 1005
Houston, TX 77008
Tel: (713) 526-5220
Fax: (713) 526-5227
Email: vfealy@fealylawfirm.com
About Traveling By Grace
Traveling By Grace, LLC, operates a trucking company.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-30432) on Feb. 2,
2024, with $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities.
Judge Jeffrey P. Norman oversees the case.
Vicky M. Fealy, Esq., at Fealy Law Firm, PC, is the Debtor's
bankruptcy counsel.
TROVATO MEDICAL: Gina Klump Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 17 appointed Gina Klump, Esq., at the
Law Office of Gina R. Klump, as Subchapter V trustee for Trovato
Medical Group, Inc.
Ms. Klump 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. Klump declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gina Klump, Esq.
Law Office of Gina R. Klump
11 5th Street, Suite 102
Petaluma, CA 94952
Phone: (707) 778-0111
Email: gklump@klumplaw.net
About Trovato Medical Group
Trovato Medical Group, Inc. is a medical group in Newark, Calif.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-40962) on June 27,
2024, with $1 million to $10 million in assets and $1 million to
$10 million in liabilities. Parmjit Singh, president, signed the
petition.
Judge William J. Lafferty presides over the case.
Michael Lynn Gabriel, Esq., at the Law Office of Michael Lynn
Gabriel and Yasha Rahimzadeh, Esq., at the Law Offices of Yasha
Rahimzadeh represent the Debtor as bankruptcy counsel.
TUBULAR SYNERGY: July 22 Deadline Set for Panel Questionnaires
--------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Tubular Synergy
Group, LP, et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/28mxmt83 and return by email it to
Meredyth Kippes -- meredyth.kippes@usdoj.gov -- at the Office of
the United States Trustee so that it is received no later than 4:00
p.m. Central Standard Time on Monday on July 22, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Tubular Synergy
Tubular Synergy Group, LP comprise a privately held sales,
marketing, and supply chain services distributor of oilfield
casing, tubing, and line pipe utilized in the oil and gas
industry.
Tubular Synergy and its affiliate, OCTG Connections, Inc., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Texas, Lead Case No. 24-80056) on July 9, 2024.
In the petition signed by W. Byron Dunn, CEO & founding partner,
Tubular Synergy disclosed $50 million to $100 million in assets and
liabilities.
Foley & Lardner LLP represents the Debtors as Counsel. Stretto,
Inc. acts as claims and noticing agent to the Debtors.
UPHEALTH HOLDINGS: Names Jay Jennings as Acting CEO
---------------------------------------------------
UpHealth, Inc., announced the July 11, 2024 appointment by the
Board of Directors of the Company of Jay Jennings, currently the
Company's Chief Financial Officer, to serve as the Company's Acting
Chief Executive Officer, replacing Martin Beck, who resigned as
Chief Executive Officer effective July 10, 2024. Mr. Beck also
resigned from his position as a Class I director of the Company
effective July 10, 2024. On July 11, 2024, the Board determined
that it would not appoint any successor to fill the vacancy created
by Mr. Beck's resignation as a Class I director at this time.
In addition, the Board promoted Lisa Fluxman to President of TTC
Healthcare, Inc., and re-affirmed the position of Jeremy Livianu as
the Chief Legal Officer and Secretary of UpHealth, Inc.
"The Board of UpHealth wants to thank Martin Beck for his service
as the CEO of the Company during the last year and wish him much
luck in his future endeavors. The Board has confidence that the
newly assigned leadership team of Jay, Lisa, and Jeremy will work
diligently and closely with the Board to steer the Company through
the continuous successful restructuring activities and resolutions
of all legal challenges that the Company has been confronting for
the last few years, " said Dr. Avi Katz, Chairman of the Board of
UpHealth and all its subsidiaries."
About UpHealth Holdings Inc.
UpHealth Holdings Inc. is a global digital health company
delivering technology platforms, infrastructure, and services to
modernize care delivery and health management.
UpHealth Holdings and its affiliates sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on
Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief
executive officer, UpHealth Holdings disclosed up to $500 million
in both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel; Morrison & Foerster LLP as litigation counsel; and FTI
Consulting, Inc. as financial advisor. Omni Agent Solutions is the
Debtors' administrative agent.
VERIFONE SYSTEMS: $2.18BB Bank Debt Trades at 16% Discount
----------------------------------------------------------
Participations in a syndicated loan under which VeriFone Systems
Inc is a borrower were trading in the secondary market around 84.2
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $2.18 billion Term loan facility is scheduled to mature on
August 20, 2025. The amount is fully drawn and outstanding.
VeriFone Systems, Inc. -- http://www.verifone.com/-- is the global
leader in secure electronic payment solutions. VeriFone provides
expertise, solutions and services that add value to the point of
sale with merchant-operated, consumer-facing and self-service
payment systems for the financial, retail, hospitality, petroleum,
government and healthcare vertical markets. VeriFone solutions are
designed to meet the needs of merchants, processors and acquirers
in developed and emerging economies worldwide.
VIAVI SOLUTIONS: S&P Affirms 'BB' ICR, Off CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating on Viavi
Solutions Inc. and removed the ratings from CreditWatch where it
placed them with negative implications on March 19, 2024. At the
same time, S&P affirmed its 'BB' issue-level rating on its
unsecured notes. The recovery rating on the notes remains '3'.
S&P said, "The stable outlook reflects our expectation that,
although macroeconomic uncertainty will continue to expose Viavi to
weak demand for the next several months, Viavi will return to
positive organic revenue growth and gradually reduce debt to EBITDA
to 4x or below in fiscal 2025. The outlook also reflects our
expectation for stable FOCF generation, a strong liquidity
position, and conservative financial policies commensurate
appropriate for the current rating level.
"We expect Viavi to continue facing demand pressures through the
remainder of calendar 2024 before returning to positive organic
revenue growth in 2025. Uncertain macro conditions continue to lead
its communication service provider (CSP), networking equipment
manufacturer (NEM), and enterprise customers to spend
conservatively and push out major projects, which has resulted in
revenue pressures in Network and Service Enablement (NSE) segment.
We expect CSPs in more developed geographical regions will continue
to focus on strengthening free cash flows and reducing capex
intensity given high interest rates, post-COVID shut-down inventory
adjustments, and limited revenue opportunities from recent 5G
rollouts. Despite these challenges, we believe Viavi's business
will continue to stabilize following the sharp decrease in
revenues, and we don't expect significant downside risk over the
next 12 months.
"We now forecast 10% revenue decline in fiscal 2024, and about 4%
growth in fiscal 2025, as the NSE segment experiences a cyclical
recovery, offsetting tepid performance in the Optical Security and
Performance products (OSP) segment. Within NSE, we expect strength
in its lab-related products to support a slower recovery in its
field-related instruments, and revenues from its U.S.-based
customers to recover slower than its other geographical mix. Within
OSP, we expect strength in its 3D sensing and government and
aerospace products to offset a slower recovery in its banknote
anti-counterfeiting services.
"We expect Viavi will continue benefiting from longer-term growth
given multiyear growth in 5G rollouts, fiber deployments, and
existing network infrastructure upgrades. We believe increased
product complexity, regulatory requirements, and continued
increases in overall data usage and traffic levels will likely
support demand increases in lab- and field-related products.
"Profitability will likely rebound in fiscal 2025. We expect EBITDA
margins of 17% in fiscal 2024 and 20% in fiscal 2025, resulting in
debt to EBITDA remaining above 4x through the rest of fiscal 2024
before declining below 4x in fiscal 2025. Our EBITDA margin
forecast for fiscal 2024, which is significantly lower than 25% in
2022 and 2023, reflects lower sales volumes and product mix. In
fiscal 2025, we expect profitability improvements will likely be
supported by the gradual recovery of revenues and realization of
restructuring efforts, including the recently announced workforce
reduction initiatives.
"We expect Viavi to generate stable free cash flow and maintain
strong liquidity over the next 12 months, providing some downside
protection. While Viavi's profitability has weakened over the past
18 months, management's cost-management efforts and somewhat
flexible capex spending have preserved its free cash flow. We
expect Viavi to generate FOCF to debt of 13%-14% in fiscals 2024
and 2025. Additionally, Viavi has maintained an unrestricted cash
and cash-equivalent balance of at least $500 million over the past
five years. As of March 30, 2024, the company had unrestricted cash
of $483 million after retiring $96 million of convertible notes. We
expect its cash balance to remain above $450 million through fiscal
2025. We note that while we do not net cash against debt, we
believe it is positive for credit quality and provides some
operational flexibility as it navigates an uncertain demand
backdrop.
"Despite Viavi's tolerance for a large debt-funded acquisition, we
expect the company to maintain financial policies consistent with
its rating. The termination of its planned acquisition of Spirent
Communications (terminated in May 2024) reduces the risk of debt to
EBITDA remaining above our 4x downside trigger. While we believe
the risk of a large debt-funded acquisition has decreased, Viavi
may continue to pursue tuck-in acquisitions to expand its product
portfolio and capabilities or enter new markets. Our analysis
incorporates our belief that management's financial policies and
capital allocation priorities including share buybacks and
dividends will support credit metrics within the operating range at
the current rating level. Additionally, management has historically
maintained a net leverage target below 3x over many years.
"The stable outlook reflects our expectation that, although
macroeconomic uncertainty will continue to expose Viavi to weak
demand in the near-term, Viavi will return to positive organic
revenue growth and gradually decrease debt to EBITDA to 4x or below
in fiscal 2025. The outlook also reflects our expectation for
stable FOCF generation, a strong liquidity position, and
conservative financial policies commensurate with the current
rating level. The terminated Spirent acquisition also reduces risk
of weaker credit metrics over the next 12 months."
S&P could lower its rating if:
-- The company is unable to increase EBITDA, such that leverage
remains above 4x or FOCF to debt decreases to below 10% over the
next 12 months;
-- It adopts more aggressive financial policies, including making
debt-funded acquisitions or increasing shareholder returns without
a clear path to deleveraging; or
-- Cash flow pressures from operational volatility weakens its
liquidity profile such that cash on hand falls significantly from
current levels and leverage remains elevated.
An upgrade is unlikely within the coming year, given current
business volatility and uncertain market conditions.
S&P could consider an upgrade if:
-- S&P believed the company were better positioned to absorb
end-market cyclicality without a significant business impact,
leading to a track record of business growth and consistent
operating performance even through macroeconomic downturns; and
-- It maintained a more conservative financial policy, including
leverage sustained below 3x.
WALSAM 316 BOWERY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Walsam 316 Bowery LLC
4-6 Bleecker Street
New York NY 10012
Case No.: 24-11232
Business Description: Walsam 316 Bowery is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
Southern District of New York
Debtor's Counsel: Mark Frankel, Esq.
BACKENROTH FRANKEL & KRINSKY, LLP
488 Madison Avenue FL 23
New York NY 10022-7658
Tel: 212-593-1100
Email: mfrankel@bfklaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Ephraim I. Diamond as CRO.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SZ5EWDQ/WALSAM_316_BOWERY_LLC__nysbke-24-11232__0001.0.pdf?mcid=tGE4TAMA
WALSAM 316: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Walsam 316 LLC
4-6 Bleecker Street
New York NY 10012
Business Description: Walsam 316 LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-11231
Debtor's Counsel: Mark Frankel, Esq.
BACKENROTH FRANKEL & KRINSKY, LLP
488 Madison Avenue FL 23
New York NY 10022-7658
Tel: 212-593-1100
Email: mfrankel@bfklaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Ephraim I. Diamond as CRO.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/V24KNNY/WALSAM_316_LLC__nysbke-24-11231__0001.0.pdf?mcid=tGE4TAMA
WALSAM BLEECKER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Walsam Bleecker LLC
4-6 Bleecker Street
New York NY 10012
Business Description: Walsam Bleecker is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-11233
Debtor's Counsel: Mark Frankel, Esq.
BACKENROTH FRANKEL & KRINSKY, LLP
488 Madison Avenue FL 23
New York NY 10022-7658
Tel: 212-593-1100
Email: mfrankel@bfklaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Ephraim I Diamond as CRO.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3POGXIQ/WALSAM_BLEECKER_LLC__nysbke-24-11233__0001.0.pdf?mcid=tGE4TAMA
WEALSHIRE REHAB: U.S. Trustee Appoints Kelly Richards as PCO
------------------------------------------------------------
Patrick Layng, the U.S. Trustee for Region 11, appointed Kelly
Richards as patient care ombudsman for Wealshire Rehab, LLC.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the Northern District of Illinois on June 26.
Section 333 of the Bankruptcy Code provides that the patient care
ombudsman shall:
* Monitor the quality of patient care provided to patients of
Wealshire Rehab to the extent necessary under the circumstances,
including interviewing patients and physicians;
* Not later than 60 days after the date of the appointment and
not less frequently than at 60-day intervals thereafter, report to
the court after notice to the parties in interest at a hearing or
in writing regarding the quality of patient care provided to
patients;
* If such ombudsman determines that the quality of patient
care provided to patients is declining significantly or is
otherwise being materially compromised, file with the court a
motion or a written report, with notice to the parties in interest
immediately upon making such determination; and
* Maintain any information obtained by such ombudsman under
Section 333 of the Bankruptcy Code that relates to patients
(including information relating to patient records) as confidential
information. Such ombudsman may not review confidential patient
records unless the court approves such review in advance and
imposes restrictions on such ombudsman to protect the
confidentiality of such records.
About Wealshire Rehab
Wealshire Rehab, LLC, doing business as The Wealshire Center of
Excellence, owns and operates skilled nursing care and rehab center
in Lincolnshire, Ill. It offers post-surgical support, hip
replacement rehabilitation, injury rehabilitation, recovery from
acute medical event, stroke and cardiac rehabilitation wound care,
pain management, dementia programming, and chronic outpatient
management. It also provides respite services for those needing
short-term nursing care.
Wealshire Rehab filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09110) on June
20, 2024, with $1 million to $10 million in both assets and
liabilities. Arnold Goldberg, sole member, signed the petition.
Judge Donald R. Cassling presides over the case.
Harold D. Israel, Esq., at Levenfeld Pearlstein, LLC represents the
Debtor as legal counsel.
WELLPATH HOLDINGS: $110MM Bank Debt Trades at 52% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Wellpath Holdings
Inc is a borrower were trading in the secondary market around 48
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $110 million Term loan facility is scheduled to mature on
October 1, 2026. The amount is fully drawn and outstanding.
Wellpath Holdings, headquartered in Nashville, Tennessee, provides
medical, dental, and behavioral health services to patients in
local detention facilities, federal and state prisons and
behavioral healthcare facilities. Wellpath is privately owned by
H.I.G. Capital.
WILSONART LLC: S&P Rates New $1.06BB Senior Secured Debt 'B+'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to Wilsonart LLC's proposed $1.06 billion term loan
B due 2031. The '3' recovery rating indicates its expectation of
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of a payment default. The company will use the proceeds to
refinance its existing term loan E due 2026.
S&P views the transaction as leverage-neutral, and as such it does
not affect its forecast financial metrics for Wilsonart. Thus, its
'B+' issuer credit rating and the stable outlook are unchanged.
WINDSOR HOTEL: Unsecureds Will Get 10% of Claims over 36 Months
---------------------------------------------------------------
Windsor Hotel Group, LLC filed with the U.S. Bankruptcy Court for
the Eastern District of Texas a Plan of Reorganization under
Subchapter V dated July 1, 2024.
The Debtor operates a Hampton Inn By Hilton Kilgore in Kilgore,
Texas. The Debtor filed this case in order to prevent a lockout
from their online reservation system.
In order to pay its bills and make sure it operated through COVID,
like many businesses, it took out loans to help support the
business. There is no question that increased competition and COVID
have affected the revenues of the Debtor's business and ability to
service its debt obligations.
Gregg County filed a Secured Claim in the amount of $95,273.99.
Citizens Bank filed a Secured Claim in the amount of
$4,144,107.32.
The Debtor scheduled total non-priority Unsecured Claims of
$214,057.78.
Under this Plan, Secured and Priority Creditors will receive
payment of 100% of their Allowed Claims and Unsecured Creditors
will receive 10% of their Allowed Claims. Therefore, pursuant to
the liquidation analysis all Creditors will receive at least as
much under this Plan as they would in a Chapter 7 liquidation.
Class 4 consists of Allowed Unsecured Claims other than Class 5
Claims. Class 4 Claimants, if any, shall be paid 10% of their
Claims over 36 months from the Effective Date, without interest.
These Claims will be paid in equal monthly installments commencing
on the first day of the first month following the Effective Date
and continuing on the first day of each month thereafter. These
Claims are Impaired, and the holders of these Claims are entitled
to vote to accept or reject the Plan.
Class 6 Equity Interests shall be retained.
The Debtor intends to make all payments required under the Plan
from available cash and income from the business operations of the
Debtor.
A full-text copy of the Plan of Reorganization dated July 1, 2024
is available at https://urlcurt.com/u?l=bd6cvp from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About Windsor Hotel Group, LLC
Windsor Hotel Group, LLC, operates in the traveler accommodation
industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60204) on April 2,
2024. In the petition signed by Badruddin Damani, CEO & managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Joshua P. Searcy oversees the case.
Joyce W. Lindauer, Esq., at JOYCE W. LINDEAUER ATTORNEY, PLLC,
represents the Debtor as legal counsel.
WINDTREE THERAPEUTICS: Grosses $200K From Sale of Senior Notes
--------------------------------------------------------------
Windtree Therapeutics, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
agreed to issue and sell to (i) an institutional investor an
aggregate principal amount of $117,647.05 in senior secured notes
due 2025, and (ii) an additional institutional investor an
aggregate principal amount of $117,647.06 in senior unsecured
promissory notes due 2025, for aggregate gross proceeds of
$200,000, each in a private offering in reliance on exemption from
registration provided in Section 4(a)(2) of the Securities Act of
1933, as amended. The Notes include 15% original issue discount.
The Notes:
a) will mature on July 3, 2025, unless extended at the
holder's option in accordance with the terms of the Notes.
b) will bear interest at 10% per annum on a 360-day and
twelve 30-day month basis, payable monthly in cash and in arrears
on each Interest Date and such interest will compound each calendar
month. The interest rate will increase to 18% per annum upon the
existence of an Event of Default.
c) prohibit the Company from entering specified fundamental
transactions (including, without limitation, mergers, business
combinations and similar transactions) unless the Company (or its
successor) assumes in writing all of the Company's obligations
under the Notes and the other Transaction Documents.
The Company may at any time redeem all, but not less than all, of
the remaining amount under the Notes in cash at a price equal to
120% of the remaining amount being redeemed as of such optional
redemption date. The Company may deliver only one Company Optional
Redemption Notice (as defined in the Notes) and such notice will be
irrevocable.
At any time on or after July 3, 2024, if the Company sells any
shares of Common Stock pursuant to any equity line of credit with
any Person, the Company shall deliver written notice to the holder
in accordance with the terms of the Notes, specifying:
(i) the aggregate gross proceeds (less any reasonable and
documented legal fees and expenses) of such transactions in the
prior calendar week (each, an "Equity Line Proceeds Amount"),
(ii) 30% of such Equity Line Proceeds Amount (each, an "Equity
Line Mandatory Redemption Amount"),
(iii) the applicable Equity Line Mandatory Redemption Date, and
(iv) the aggregate portion of the Note subject to such Equity
Line Mandatory Redemption and the Equity Line Mandatory Redemption
Price with respect thereto. Unless waived in writing by the holder,
on the first business day after such notice, the Company shall
redeem in cash a portion of the Note equal to the lesser of (x) the
remaining amount of the Note and (y) the holder's Holder Pro Rata
Amount of the Equity Line Mandatory Redemption Amount (reflecting a
redemption price calculated based upon $1.20 per each $1.00 of the
remaining amount of the Note subject to such Equity Line Mandatory
Redemption), without the requirement for any notice or demand or
other action by the holder or any other Person.
The Notes contain customary covenants providing for a variety of
obligations on the part of the Company.
The Secured Note will be secured by first-priority security
interests in all assets of the Company then presently existing, and
will constitute a valid, first priority security interest in all
assets of the Company later-acquired by the Company.
About Windtree Therapeutics
Headquartered in Warrington, Pennsylvania, Windtree Therapeutics,
Inc. is a biotechnology company focused on advancing early and
late-stage innovative therapies for critical conditions and
diseases. The Company's portfolio of product candidates includes
istaroxime, a Phase 2 candidate with sarco endoplasmic reticulum
Ca2+ -ATPase 2a, or SERCA2a, activating properties for acute heart
failure and associated cardiogenic shock, preclinical SERCA2a
activators for heart failure, rostafuroxin for the treatment of
hypertension in patients with a specific genetic profile, and a
preclinical atypical protein kinase C iota, or aPKCi, inhibitor
(topical and oral formulations), being developed for potential
application in rare and broad oncology indications. The Company
also has a licensing business model with partnership out-licenses
currently in place.
As of March 31, 2024, Windtree Therapeutics had $30.10 million in
total assets, $14.68 million in total liabilities, and $15.42
million in total stockholders' equity.
Philadelphia, Pennsylvania-based EisnerAmper LLP, the
Company'sauditor since 2022, issued a "going concern" qualification
in its report dated April 16, 2024, citing that the Company has
suffered recurring losses from operations and expects to incur
losses for the foreseeable future, that raise substantial doubt
about its ability to continue as a going concern.
WOODFIELD RD: Case Summary & Four Unsecured Creditors
-----------------------------------------------------
Debtor: Woodfield Rd, LLC
26040-26050 Woodfield Rd
Damascus, MD 20787
Business Description: Woodfield Rd is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)). The Debtor owns the real
property located at 26040-26050, Woodfield
Rd, Damascus MD 20787 having an appraised
value of $8.4 million.
Chapter 11 Petition Date: July 15, 2024
Court: United States Bankruptcy Court
District of Maryland
Case No.: 24-15941
Debtor's Counsel: William C. Johnson, Jr., Esq.
THE JOHNSON LAW GROUP, LLC
6305 Ivy Lane
Suite 630
Greenbelt, MD 20770
Tel: (301) 477-3450
Fax: (301) 477-4813
Email: William@JohnsonLG.Law
Total Assets: $8,421,687
Total Liabilities: $4,935,021
The petition was signed by Sam Razjooyan as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZDMYF4Q/Woodfield_Rd_LLC__mdbke-24-15941__0001.0.pdf?mcid=tGE4TAMA
WW INTERNATIONAL: $945MM Bank Debt Trades at 61% Discount
---------------------------------------------------------
Participations in a syndicated loan under which WW International
Inc is a borrower were trading in the secondary market around 38.8
cents-on-the-dollar during the week ended Friday, July 12, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $945 million Term loan facility is scheduled to mature on April
13, 2028. About $942.6 million of the loan is withdrawn and
outstanding.
WW International Inc., formerly weight watchers international Inc.,
is a global company headquartered in the US that offers weight
loss.
WYTEC INTL: Issues 25K Warrants to Director Erica Perez
-------------------------------------------------------
Wytec International, Inc, disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on or about July
2, 2024, it issued to Ms. Erica Perez, the director of operations
and corporate secretary of Wytec, 25,000 warrants to purchase up to
25,000 shares of Wytec's common stock at an exercise price of $5.00
per share exercisable on a cash or cashless basis until December
31, 2025 in consideration for her contributions to Wytec as the
director of operations and corporate secretary of Wytec during the
first two quarters of the 2024 fiscal year.
About Wytec International
San Antonio, Texas-based Wytec International, Inc., a Nevada
corporation, is a designer and developer of patented small cell
technology, which is called the "LPN-16," and wide area networks
designed to support 5G network deployments across the United
States.
For the year ended December 31, 2023, the Company reported a net
loss of $3,311,013, compared to a net loss of $2,081,655 for the
same period in 2022. As of December 31, 2023, the Company had
$1,221,268 in total assets, $2,097,393 in total liabilities, and
$876,125 in total stockholders' deficit.
Ridgeland, Miss.-based Horne LLP, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated March 8,
2024, citing that the Company has suffered recurring losses from
operations and its total liabilities exceed its total assets. This
raises substantial doubt about the Company's ability to continue as
a going concern.
YATES PROPERTIES: Tamara Miles Ogier Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Tamara Miles Ogier, Esq.,
at Ogier, Rothschild & Rosenfeld, PC as Subchapter V trustee for
Yates Properties, Renovations & Management, LLC.
Ms. Ogier will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Ogier declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Tamara Miles Ogier, Esq.
Ogier, Rothschild & Rosenfeld, PC
P.O. Box 1547
Decatur, GA 30031
Phone: (404) 525-4000
About Yates Properties
Yates Properties, Renovations & Management, LLC, a company in
College Park, Ga., filed a petition under Chapter 11, Subchapter V
(Bankr. N.D. Ga. Case No. 24-56872) on July 1, 2024, with $1
million to $10 million in both assets and liabilities. Paul Yates,
III, sole member, signed the petition.
Leslie Pineyro, Esq., at Jones & Walden, LLC represents the Debtor
as legal counsel.
[*] HKA Expands Forensic Accounting Team With New Staff Addition
----------------------------------------------------------------
HKA, a global consultancy in risk mitigation, dispute resolution,
expert witness, and litigation support services, announced that
three experts have joined its Forensic Accounting and Commercial
Damages (FACD) team in North America.
K. Scott Van Meter joins as Partner based in Houston, TX. He has
over 35 years of experience in litigation consulting, bankruptcy
and restructuring, valuation, and forensic accounting. Scott
provides financial advisory and litigation support to clients,
including plaintiffs, defendants, corporations, debtors, and
creditors. He has been designated as an expert witness in more than
100 complex disputes involving commercial, intellectual property,
accounting/auditing malpractice, valuation, and economic damages
throughout North America and Europe. Additionally, his expertise
has extended to providing testimony in bankruptcy-related disputes,
including avoidance matters, solvency, and claims litigation.
Before joining HKA, Scott was a managing director at B. Riley
Financial. He received his Juris Doctorate (JD) from Stetson
University College of Law and his Bachelor of Business
Administration and Accounting from Washington and Lee University.
Scott is a certified public accountant (CPA) licensed in Texas and
Florida and a Certified Insolvency and Restructuring Advisor
(CIRA). He is also Certified in Financial Forensics (CFF).
Pamela Verick joins as Principal based in Washington, DC. She has
over 25 years of experience in global fraud risk management,
data-driven compliance programs, and triaged responses to unplanned
events. Pam specializes in bribery and corruption risk, culture and
conduct, ethics, integrity, compliance systems, fraud governance
and risk management, and fraud and misconduct investigations. She
is a recognized forensic advisory leader who has provided forensic
advisory and investigation assistance in 40 countries across six
continents. She has experience working with legal and compliance
counsel, board members, C-suite executives, and senior management.
Before joining HKA, Pam worked as a director in the forensic
practices of a globally recognized consulting organization and Big
Four accounting firm. She received both her Master of Science in
Justice/Judicial Administration and a Bachelor of Arts degree in
Justice from American University. She is a Certified Fraud Examiner
(CFE) and a Certified Compliance and Ethics Professional (CCEP).
Alexander Lee joins as Director based in New York City. With over
15 years of professional experience, he is a testifying expert
specializing in business valuations and damages quantification.
Alex has worked on engagements covering a variety of industries,
including mining, energy, banking, commodities trading, and real
estate development. Using his background in accounting, assurance,
and business valuations, he has testified and prepared expert
reports for commercial and investor-state disputes in multiple
jurisdictions. Alex is recognized in Who's Who Legal (WWL)
Arbitration Future Leaders, Mining, and Thought Leaders USA --
Mining guides that highlight the most prominent experts from around
the world.
Before joining HKA, Alex worked as a director at AlixPartners. He
earned both his Master of Accounting and his Bachelor of Accounting
and Financial Management from the University of Waterloo. Alex is a
Chartered Professional Accountant (CPA) in Ontario and a Chartered
Business Valuator (CBV).
"As we continue expanding our FACD practice across the Americas, we
are excited to welcome Scott, Pam, and Alex to our team," said Ave
Tucker, Partner, Strategic Growth Advisor. "These experts are well
known in their respective fields and bring a wealth of knowledge
and experience that will help as we grow our business and continue
to provide innovative solutions to our clients."
HKA's FACD experts have extensive experience advising clients on
the accounting, economic, and financial impacts of complex matters.
The firm's experts serve clients by analyzing issues related to
various disputes, including breach of contract, intellectual
property (IP), shareholder, mergers, and acquisitions.
Additionally, HKA undertakes fraud, forensic, and regulatory
investigations.
ABOUT HKA
HKA is the leading global consultancy in risk mitigation, dispute
resolution, expert witness, and litigation support services.
HKA brings a proud record of excellent service and high achievement
to bear on today's challenges. As trusted independent consultants,
experts, and advisors, we help clients manage disputes, risk, and
uncertainty on complex contracts and challenging projects. "Our
advice is impartial, incisive, and authoritative. We work with
government agencies, local authorities, contractors, legal firms,
and other professional service providers, as well as owners and
operators, financial institutions, and insurers. HKA's global
portfolio includes some of the world's largest and most prestigious
commissions across a wide range of industries."
HKA has in excess of 1,000 experts, consultants, and advisors
across 45+ offices in 17 countries with the skills and experience
that are essential to get to the heart of even the most complex
issues.
[*] Jeff Stern Joins BRG's Corporate Finance Practice in N.Y.
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BRG on July 11 announced that Jeff Stern has joined the firm as a
managing director in its Corporate Finance practice based in the
New York City office, further expanding the firm's lender advisory
and turnaround and restructuring services.
Mr. Stern's arrival comes at an exciting moment for BRG Corporate
Finance, which has reached new heights in both revenue and
headcount as a result of continued investment in talent and a wide
range of service offerings designed to meet client needs.
Mr. Stern brings over 35 years of asset-based lending (ABL)
experience to BRG, building out the firm's deep expertise on
matters related to refinancings, restructurings and loan
agreements. Previously, he had an extensive and accomplished career
at J.P. Morgan, where he served as managing director and regional
manager and founded the financial institution's Southwest ABL
practice. He has significant experience in negotiating and placing
loans with private equity firms, private capital firms and other
investment firms, as well as public companies. He graduated with a
B.S. in accounting from Loyola University Maryland.
Bob Duffy, a managing director and head of BRG's Corporate Finance
practice, said, "We are thrilled to have Jeff join our Corporate
Finance team. He brings deep banking, lending and financial
experience across industries with a specialty in the retail and
energy sectors. Having worked for one of the largest commercial
banks and executed multibillion-dollar ABL placements, Jeff brings
strong leadership, insights and perspectives to BRG and its
clients."
"People are BRG's strongest asset and growth engine," said BRG's
Principal Executive Officer and President Tri MacDonald. "Hiring
the most sought-after, capable minds in their respective fields to
help BRG achieve both short- and long-term growth aspirations is
our goal—and Jeff certainly fits the bill."
[*] Top U.S. Restructuring Advisors Named in H1 2024 Ch. 11 Revenue
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Reorg, the premier global provider of credit data, analytics, and
intelligence, has released its Americas Advisor rankings for the
first six months of 2024. The rankings data (also known as league
tables) examines legal advisors, financial advisors and investment
bankers on the basis of their involvement in the restructuring
market. Reorg's ranking report provides fresh perspectives and
insights related to the costs of Chapter 11 cases and advisors'
final approved earnings from those cases.
Restructuring engagements announced by law firms, financial
advisors and investment bankers increased 14% in the first half of
2024, compared to the second half of 2023. Activity in the second
quarter of 2024 increased by 17% from the first quarter.
Kirkland & Ellis led in restructuring legal engagements in the
first half, followed by Gibson Dunn and Akin Gump. AlixPartners led
for financial advisors, followed by FTI and Alvarez & Marsal. PJT
led for investment bankers, followed by Houlihan Lokey and
Evercore.
The busiest sector for advisory engagements in the first half of
2024 was consumer discretionary, which accounted for 20% of total
engagements, followed by healthcare and industrials with 18% each.
Reorg's Americas Advisor League Tables for the first six months of
2024 also rank advisors by total fees approved by Chapter 11
bankruptcy courts during the period, which totaled $757 million for
law firms, financial advisors and investment bankers across 63
Chapter 11 cases.
-- Weil led law firms with $60.1 million, followed by Kirkland &
Ellis with $44.7 million and Latham with $32.6 million.
-- For financial advisors, Alvarez & Marsal led with $31 million in
fees, followed by AlixPartners with $12 million and Province with
$11 million.
-- On the investment banker side, PJT led with $90.2 million in
fees, followed by Guggenheim with $34.9 million and Lazard with
$18.5 million.
Access the Americas Restructuring Advisor Rankings report on
Reorg's website.
About Reorg
Founded in 2013, Reorg is the essential credit intelligence and
data asset for the world's leading investment banks, asset managers
and hedge funds, law firms and professional services advisory
firms. By surrounding unparalleled human expertise with proven
technology, data and AI tools, Reorg unlocks powerful truths that
fuel decisive action across financial markets. Visit reorg.com to
learn how we deliver rigorously verified intelligence at speed and
create a complete picture for professionals across the entire
credit lifecycle.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
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insolvent balance sheets whose shares trade higher than $3 per
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than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
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liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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*** End of Transmission ***