/raid1/www/Hosts/bankrupt/TCR_Public/241009.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, October 9, 2024, Vol. 28, No. 282
Headlines
1416 EASTERN AVE: Hires Arthur Lander C.P.A. P.C. as Accountant
145 NAVARRO ST, TX: Office Property Foreclosure Sale Set for Nov. 5
1908 BED AND BREAKFAST: Hires Sheehan & Ramsey as Legal Counsel
2140 DRUID HILL: Case Summary & Three Unsecured Creditors
261 OAK HILL: Seeks Chapter 11 Bankruptcy in Texas
358 ATLANTIC REALTY: Hires Northgate Real Estate Group as Advisor
94 HUDSON PARK RD: Hits Chapter 11 Bankruptcy in New York
A&R CONSTRUCTION: Case Summary & 15 Unsecured Creditors
ABILITY AUTOS: R.A.M. Unsecured Claims Will Get 41.58% over 5 Years
ABUNDANT LIFE: Court Approves Access to Cash Collateral
ADVANCED VAPE: Holly Miller Named Subchapter V Trustee
AEL INVESTMENT: Unsecureds to Split $568K via Quarterly Payments
AGEAGLE AERIAL: Completes $6.5 Million Public Offering
AGEAGLE AERIAL: Secures $3M From Alpha Capital for Note Repayment
ALKEGEN: Moody's Appends 'LD' Designation to 'Caa2-PD' PDR
ALTA MESA RESOURCES: Court Tosses Trustee's Clawback Lawsuit
AMSTED INDUSTRIES: Moody's Affirms 'Ba2' CFR, Outlook Stable
ANADA INC: Gets OK to Use Cash Collateral for September Payroll
ANER HOMES: Seeks to Hire Courtney J. Vinson as Accountant
APPLIED DNA: Leviticus Partners, AMH Equity Hold 9.71% Stake
ASCENT RESOURCES: Fitch Rates New Sr. Unsecured Notes 'BB-'
ASCENT RESOURCES: Moody's Rates New $600MM Unsecured Notes 'B1'
AW CONCORDIA: Case Summary & 12 Unsecured Creditors
AXENTIA CARD: Seeks to Hire Evans & Mullinix as Legal Counsel
AZORRA AVIATION: Fitch Assigns 'BB-(EXP)' IDR, Outlook Stable
BADGER MUTUAL: A.M. Best Puts C++(Marginal) FSR Under Review
BARROW SHAVER: Committee Taps Riveron RTS as Financial Advisor
BAWT ENTERPRISES: Loses Speedy Chapter 11 Exit Bid
BILEN PROPERTIES: Hires Mcnamee Hosea P.A. as Counsel
BIOLASE INC: Gets Court Okay for Interim DIP Financing
BLACK OAK: Hires Law Offices of Robert K. Kent as Counsel
BLUE RIBBON: Moody's Cuts CFR to 'Caa2', Outlook Negative
CACI INTERNATIONAL: S&P Rates Proposed $750MM Term Loan B 'BB+'
CADUCEUS PHYSICIANS: Gets Interim OK to Use Cash Collateral
CAESARS ENTERTAINMENT: Moody's Rates New $1BB Unsecured Notes 'B3'
CAMBRIDGE WARREN: Seeks to Hire Bresset & Santora as Attorney
CAPELLA HOSPITALITY: Seeks Chapter 11 Bankruptcy Protection
CARROLLCLEAN LLC: Seeks to Tap Spector & Cox as Bankruptcy Counsel
CELEBRATION TITLE: Seeks to Hire Shutts & Bowen as Special Counsel
CELSIUS NETWORK: Chapter Judge Okays Creditor Deal
CINNAMINSON MECHANICAL: Nicole Nigrelli Named Subchapter V Trustee
COASTAL VENTURES: Voluntary Chapter 11 Case Summary
CONFLUENT MEDICAL: S&P Rates Repriced Secured Term Loan Rated 'B'
CONN'S INC: Gets Court Okay for $2.9Mil. Executive Bonus in Ch. 11
CONN'S INC: Wants Court to Approve $360-Mil. Bid from Jefferson
CONSTELLATION RENEWABLES: S&P Affirms 'B+' ICR, Outlook Stable
COST LESS: Case Summary & 16 Unsecured Creditors
CURVES AND COMBAT: Updates Unsecured Claims Pay Details
CUT & FILL: Janice Seyedin Named Subchapter V Trustee
DANT A. SANDRAS: Unsecureds Will Get 13% of Claims in Plan
DIGITAL MEDIA: Sec. 341(a) Meeting of Creditors on Oct. 18
DIOCESE OF BURLINGTON: Fredrikson & Byron Handles Chapter 11 Case
DIRECTV ENTERTAINMENT: Fitch Lowers IDR to BB, On Watch Negative
DISH NETWORK: Deal with DirecTV Lead to Creditor Revolt
DRF LOGISTICS: Comm. Taps Alvarez & Marsal as Financial Advisor
DRF LOGISTICS: Committee Taps Lowenstein Sandler as Co-Counsel
DRF LOGISTICS: Committee Taps McDermott Will & Emery as Co-Counsel
EGZIT CORP: Hires Law Office of Peter C. Nabhani as Counsel
ELGIN MATH: Moody's Cuts Rating to Ba3 & Alters Outlook to Negative
EMILY L. LONGWITH: Has Court Permission to Use Cash Collateral
EPIC CRUDE: Moody's Rates New $1.2BB First Lien Term Loan 'Ba3'
FACILITIES MANAGEMENT: Holly Miller Named Subchapter V Trustee
FARMERS MUTUAL: A.M. Best Affirms C++(Marginal) FSR
FIRST AMERICAN CAPITAL: Sec. 341(a) Meeting of Creditors on Nov. 4
FISKER INC: SEC Probes Securities Law Violations
FIVEMILETOWN HOLDINGS: Seeks to Hire Ordinary Course Professionals
FR-AM TWO: Updates Condo Board Disputed Claims Pay
FRANCISCAN FRIARS: Hires Zielinski & Associates as Auditor
FROZEN HORIZON: Hires Neeleman Law Group as Bankruptcy Counsel
FS INTERNATIONAL: Seeks Chapter 11 Bankruptcy Protection
FTX TRADING: Wants Chapter 11 Plan Confirmed Over Final Hurdles
FULCRUM BIOENERGY: Creditors Delay Loan Proposals, Sale
G-III APPAREL: S&P Withdraws 'BB-' Issuer Credit Rating
GANDY'S TRANSPORT: Hires Cantey Hanger as Bankruptcy Counsel
GENESIS HEALTHCARE: Moody's Alters Outlook on 'Ba2' Rating to Pos.
GEOTEL INVESTMENTS: Seeks to Hire Herrin Law as Bankruptcy Counsel
GLASS MANAGEMENT: Hires Leibowitz Hiltz & Zanzig as Counsel
GLATFELTER CORP: S&P Rates New $500MM Senior Secured Notes 'B+'
GMS HOLDINGS: Seeks to Hire Lefkovitz & Lefkovitz as Legal Counsel
GOLDNER CAPITAL: Files for Chapter 11 Bankruptcy
GOODY'S FLEET: Michael Markham Named Subchapter V Trustee
GREELEY FLATS: Court Oks Bid to Appoint Chapter 11 Trustee
GREELEY FLATS: Trustee Taps Sonoran Capital Advisors as Accountant
HANGER INC: S&P Assigns 'B' ICR on Expected Refinancing
HARDROCK GCS: Hires DeMarco-Mitchell PLLC as Bankruptcy Counsel
HILCORP ENERGY I: Moody's Rates New Senior Unsecured Notes 'Ba2'
HOSPITAL FOR SPECIAL SURGERY: Case Summary & 20 Top Unsec Creditors
HUB INT'L: Moody's Alters CFR to B2 & Alters Outlook to Stable
HYPERION UTS: Seeks to Hire Essex Richards as Bankruptcy Counsel
INGRAM MICRO: Fitch Puts 'BB-' LongTerm IDR on Watch Positive
INGRAM MICRO: Moody's Puts 'Ba3' CFR on Review for Upgrade
INSEEGO CORP: CAO Owns 30K Shares and 10K Stock Options
INSEEGO CORP: Names James McClaskey as Principal Accounting Officer
IRECERTIFY LLC: Voluntary Chapter 11 Case Summary
IVF ORLANDO: Case Summary & 20 Largest Unsecured Creditors
J&J VENTURES: Moody's Affirms 'B2' CFR, Outlook Remains Stable
JEFFERIES FINANCE: S&P Rates New $500MM Senior Secured Notes 'BB-'
JJ ARCH: Asset Sale Proceeds to Fund Plan Payments
JORDAN HEALTH: Avante Stops Chapter 11 Free Fall With SSC Deal
JORDAN HEALTH: Avante's Case Summary & 30 Top Unsecured Creditors
KANGCHENG DEVELOPMENT: Voluntary Chapter 11 Case Summary
KUEHG CORP: Moody's Puts 'B3' CFR on Review for Upgrade
LEE INVESTMENT: Linda Gore Named Subchapter V Trustee
LEXARIA BIOSCIENCE: CFO Michael Shankman Holds 50,000 Stock Options
LIFESCAN GLOBAL: S&P Lowers ICR to 'SD' on Missed Payments
LIKEMIND BRANDS: Hires Dunn Schouten & Snoap as Counsel
LL FLOORING: Completes Sale of 219 Stores, Assets to F9 Investments
LL FLOORING: Hires Gordon Brothers as Real Estate Advisor
LVPR LLC: Updates Unsecured Claims Pay Details
MAYJAD CORP: Gets Interim OK to Use Cash Collateral
MCGRIFF INSURANCE: Fitch Puts 'B' LongTerm IDR on Watch Positive
MENO ENTERPRISES: Seeks to Hire T&T Liquidators as Auctioneer
MODEL DENTAL: In Chapter 11 Bankruptcy in Delaware
NATIONAL MENTOR: Moody's Hikes CFR to B3 & Alters Outlook to Stable
NATURE COAST: Voluntary Chapter 11 Case Summary
NEW CENTURY FOOD: Court Approves Use of Cash Collateral
NORTH GEORGIA NURSING: Taps David A. Levy CPA LLC as Auditor
NUZEE INC: All Proposals Passed at Annual Meeting
OAKRIDGE PROPERTY: Hires Greenberg Glusker Fields as Counsel
ONE EDGE MARINA: Hires Kirby Aisner & Curley LLP as Attorney
ONTARIO GAMING: Fitch Lowers IDR to 'B' & Then Withdraws Rating
ORIGINAL HAROLD'S: Hires Riggi Law Firm as Bankruptcy Counsel
ORYX OILFIELD: Committee Hires Tittle Law Group as Co-Counsel
PAN AM INVESTMENTS: Christopher Hayes Named Subchapter V Trustee
PATRICK INDUSTRIES: S&P Affirms 'BB-' ICR on Leverage Cushion
PEKIN COUNTRY: Hires Links Capital Advisors as Business Broker
POET TECHNOLOGIES: Wins "AI Innovator of the Year" at Merit Awards
POINTCLICKCARE TECHNOLOGIES: S&P Affirms 'B' ICR, Outlook Stable
PROJECT RUBY: $75MM Add-on Loan No Impact on Moody's B3 CFR
R. GREGORY INVESTMENTS: Hires Tran Singh LLP as Counsel
RAUL INDERKUMER: Case Summary & Two Unsecured Creditors
RAYANI HOLDINGS: Seeks to Hire Reynolds Law as Bankruptcy Counsel
RED RIVER: Defends Texas Over New Jersey Bankruptcy Venue
REDLINE METALS: Committee Hires Tucker Ellis LLP as Legal Counsel
RELIABLE ENERGY: Hires Thomas R. Willson as Counsel
RELIANT LIFE: Case Summary & 20 Largest Unsecured Creditors
REMOND REMODELING: Hires Jason P. Provinzano LLC as Counsel
RENALYTIX PLC: Jefferson River Reports 5.14% of Ordinary Shares
RENTBERRY INC: Raises Going Concern Doubt Over Losses, Funding
RHODIUM ENCORE: Seeks to Hire Ordinary Course Professionals
RIDGELINE CAPITAL: Unsecureds Will Get 50% of Claims in Sale Plan
RIVERTON 25: Hires Kirby Aisner & Curley LLP as Attorney
ROBERTSHAW US: Completes Sale Prior to 5th Circuit Stay
ROBERTSHAW US: Exits Chapter 11, Cuts $650-Mil. Debt
ROBLOX CORP: Moody's Hikes CFR to 'Ba1', Outlook Stable
ROTI RESTAURANTS: Agreed Final Cash Collateral Order Entered
RPM RESOURCES: Seeks to Hire Miller & Miller as Accountant
SALUS MEDICAL: Seeks to Hire Davis Miles PLLC as Attorney
SINO GREEN: Reports $798,804 Net Loss in FY 2024
SOUTHLAKE ASSISTED LIVING: Files for Chapter 11 Bankruptcy
SPECIALTY BUILDING: Moody's Rates New $350MM Incremental Loan 'B3'
SPECIALTY BUILDING: S&P Rates New $375MM Senior Secured Notes 'B'
SPIRIT AIRLINES: Fails to Achieve Rescue Deal w/ Creditors
SPIRIT AIRLINES: Reportedly in Talks for Possible Chapter 11 Filing
STEWARD HEALTH: Court Okays Sale of 3 Hospitals to Honorhealth
SUBLIMITY INSURANCE: A.M. Best Cuts Fin. Strength Rating to B-/Fair
SUPERIOR CONTRACT: Seeks to Hire H. Kent Aguillard as Counsel
TARRANT COUNTY SENIOR: Seeks to Hire Ordinary Course Professionals
TEHUM CARE SERVICES: Asks Court Okay to Solicit Plan Votes
TERRA TECHNOLOGIES: Michael Wheatley Named Subchapter V Trustee
TOOLIPIS CREATIVE: Hires Lake Forest Bankruptcy as Counsel
TORRID LLC: S&P Alters Outlook to Stable, Affirms 'B' ICR
TUPPERWARE BRANDS: Oct. 29 Hearing on Cash Collateral Access
TURNONGREEN INC: Amends Hyperscale Deal to Increase Loan to $8M
UNITED BELIEVERS: Hires Evans & Mullinix P.A. as Attorney
UNITED PREMIER: Appointment of Chapter 11 Trustee Sought
UNITED PREMIER: Hires Totaro & Shanahan as Insolvency Counsel
URBAN ONE: All Proposals Passed at Annual Meeting
VAREX IMAGING: Moody's Affirms 'B2' CFR & Alters Outlook to Stable
WARHORSE SH WEST: Hires Dunham Hildebrand Payne as Legal Counsel
WENDT COMMUNICATION: Commences Subchapter V Bankruptcy
WHITTIER SEAFOOD: Comm. Taps Dundon Advisers as Financial Adviser
WOODBRIDGE PARTNERS: Hires Jones Lang LaSalle as Marketing Agent
WOODBRIDGE PARTNERS: Taps Ferguson Alliance as Real Estate Agent
WRENA LLC: Gets Court OK to Use $1.4MM of Cash Collateral
WW INT'L: Moody's Cuts CFR & Secured 1st Lien Debt to 'Caa3'
XY LABS: Reports $610,291 Net Loss in H1 2024
ZURN ELKAY: Moody's Raises CFR to Ba2 & Alters Outlook to Positive
[*] 2024 Distressed Investing Conference Agenda
[*] Puerto Rico Bankruptcies Rose 21.3% in September 2024 YOY
[] Oct. 10 CLE Webinar on Communication Strategies in Bankruptcy
*********
1416 EASTERN AVE: Hires Arthur Lander C.P.A. P.C. as Accountant
---------------------------------------------------------------
1416 Eastern Ave NE LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Columbia to employ Arthur
Lander, C.P.A., P.C. as accountant.
The firm's services include:
a. compiling books and records;
b. preparing and filing all necessary tax returns on behalf
of the estates;
c. advising the Trustee of his duties and responsibilities
under the Internal Revenue Code;
d. working with the Trustee in assessing the estates'
financial condition;
e. advising the Trustee on tax implications for sales of the
real properties of the Debtors; and
f. performing other accounting matters for the Trustee which
may be necessary or desirable in the above-captioned matters.
he firm will be paid at these rates:
Arthur Lander $510 per hour
Scott Johnson $170 per hour
Chris Mueller $200 per hour
Bookkeeping $85 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Arthur Lander, a partner at Arthur Lander, C.P.A., P.C., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Arthur Lander, CPA
Arthur Lander, C.P.A., P.C.
300 N. Washington Street, Suite 104
Alexandria, VA 22314
Tel: (703) 486-0700
Email: cpa@arthurlander.com
About 1416 Eastern Ave NE
1416 Eastern Ave NE, LLC filed Chapter 11 bankruptcy petition
(Bankr. D.C. Case No. 24-00180) on May 29, 2024, with as much as $1
million in both assets and liabilities. Judge Elizabeth L. Gunn
oversees the case.
The Debtor is represented by Maurice Verstandig, Esq., at The
Belmont Firm.
145 NAVARRO ST, TX: Office Property Foreclosure Sale Set for Nov. 5
-------------------------------------------------------------------
The property at 145 Navarro St. in San Antonio, TX 78205, is
scheduled for foreclosure sale on Nov. 5, 2024, to be conducted by
Hollerbach & Associates, which has been appointed as substitute
trustees, according to a San Antonio Business Journal report.
Riverwalk Reposition Partners LLC has asked a Bexar County District
Court in Texas to appoint a receiver following a default by the
property's owner, Business Journal adds.
A flyer describing the property is available at LoopNet.com at
https://urlcurt.com/u?l=5C6jpn although the property is no longer
advertised on that web site.
Citing Bexar County records, Biz Journal says the property was
acquired around two years ago by Blueprint Hospitality, which
planned to convert it to a 243-room Marriott hotel. The property
was a former downtown headquarters of CPS Energy. According to the
report, Blueprint is in default on two different loans from
TransPecos Banks and BV Capital. Both loans were later reassigned
to RR Partners, an affiliate of Colorado-based 5 Senses Hospitality
Management. After issuing a default acceleration notice, RR
Partners filed the lawsuit and sought appointment of Timothy
Hassenger of RSG Restructuring Advisors LLC, the report recounts.
The report notes Blueprint received a $14.35 million loan from
TransPecos. RR Partners, meanwhile, is seeking payment of $16.7
million for the assumed TransPecos loans plus interest, late
charges and legal fees.
1908 BED AND BREAKFAST: Hires Sheehan & Ramsey as Legal Counsel
---------------------------------------------------------------
1908 Bed and Breakfast, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to hire
Sheehan & Ramsey, PLLC as legal counsel.
The firm will provide these services:
(a) consult with any appointed committee concerning the
administration of the Debtors' Chapter 11 cases;
(b) investigate the acts, conduct, assets, liabilities, and
financial condition of the Debtors and other matters relevant to
the cases;
(c) formulate a Chapter 11 plan;
(d) prepare legal papers and reports necessary in the
bankruptcy cases;
(e) attend all hearings and trials concerning the Debtor or
the estate; and
(f) initiate adversary proceedings as deemed necessary for
successful reorganization.
The firm will be paid at these rates:
Michael T. Ramsey $350 per hour
Associate Attorneys $275 per hour
Paralegals $150 per hour
In addition, the firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michael Ramsey, Esq., a partner at Sheehan & Ramsey, disclosed in a
court filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael T. Ramsey, Esq.
SHEEHAN & RAMSEY, PLLC
492 Porter Avenue
Ocean Springs, MS 39564
Tel: (228) 875-0572
Fax: (228) 875-0895
Email: mike@sheehanramsey.com
About 1908 Bed And Breakfast, Inc.
1908 Bed and Breakfast, Inc., doing business as 1908 Coastal
Historic Bed and Breakfast, owns and operates a rental property in
Biloxi, Miss. The current owners who recently purchased the
property has just completed another major renovation to convert the
property to six fully contained units. The property is located
right on the Gulf Coast's shoreline on Beach Blvd (U.S. 90).
1908 Bed and Breakfast filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
24-50029) on Jan. 10, 2024, with $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. Rebecca Center,
president, signed the petition.
Judge Katharine M. Samson oversees the case.
Michael T. Ramsey, Esq., at Sheehan and Ramsey, PLLC represents the
Debtor as legal counsel.
2140 DRUID HILL: Case Summary & Three Unsecured Creditors
---------------------------------------------------------
Debtor: 2140 Druid Hill Ave LLC
601 North Carey Street, Suite C
Baltimore, MD 21217
Business Description: The Debtor owns in fee simple three
properties located in Baltimore, Maryland
having an aggregate value of $1.06 million.
Chapter 11 Petition Date: October 6, 2024
Court: United States Bankruptcy Court
District of Maryland
Case No.: 24-18408
Judge: Hon. Nancy V Alquist
Debtor's Counsel: Donald L. Bell, Esq.
LAW OFFICE OF DONALD L. BELL
6305 Ivy Lane
Suite 315
Greenbelt, MD 20770
Tel: (301) 614-0535
Fax: (240) 883-6816
E-mail: donbellaw@gmail.com
Total Assets: $1,075,750
Total Liabilities: $422,879
The petition was signed by Ebony Gill as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/4U5ISZI/2140_Druid_Hill_Ave_LLC__mdbke-24-18408__0001.0.pdf?mcid=tGE4TAMA
261 OAK HILL: Seeks Chapter 11 Bankruptcy in Texas
--------------------------------------------------
261 Oak Hill LLC filed Chapter 11 protection in the Northern
District of Texas. According to court filing, the Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Sec. 341(a) is slated to be
held on Nov. 7, 2024, at 2:00 PM by TELEPHONE.
Proofs of claims are due by Feb. 5, 2025.
About 261 Oak Hill LLC
261 Oak Hill LLC is engaged in activities related to real estate.
261 Oak Hill LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-33031) on Sept. 30,
2024. In the petition filed by Daniel C. Blackburn, as
president/chief executive officer, the Debtor estimated assets and
liabilities between $1 million and $10 million each.
The Debtor is represented by:
Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: BOB@ATTORNEYBOB.COM
358 ATLANTIC REALTY: Hires Northgate Real Estate Group as Advisor
-----------------------------------------------------------------
358 Atlantic Realty LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Northgate Real
Estate Group as real estate advisor.
The firm will market and sell the Debtor's real property located at
358 & 360 Atlantic Avenue, Brooklyn NY 11211.
The firm will be paid a commission of 6 percent of the gross sales
price.
Greg Corbin, President at Northgate Real Estate Group, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Greg Corbin
Northgate Real Estate Group
1633 Broadway, 46th Floor
New York, NY 10019
Tel: (212) 369-1800
About 358 Atlantic Realty LLC
358 Atlantic Realty LLC is engaged in activities related to real
estate.
358 Atlantic Realty LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43382) on August 14,
2024. In the petition signed by Mohamed B. Mohamed, as managing
member, the Debtor reports estimated assets and liabilities between
$1 million and $10 million each.
The Honorable Bankruptcy Judge Jil Mazer-Marino handles the case.
The Debtor is represented by:
Jonathan S. Pasternak, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue, 34th Floor
New York, NY 10158
Tel: (212) 557-7200
Fax: (212) 286-1884
Email: jsp@dhclegal.com
94 HUDSON PARK RD: Hits Chapter 11 Bankruptcy in New York
---------------------------------------------------------
94 Hudson Park Rd LLC filed for Chapter 11 protection in the
Southern District of New York. According to court filing, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
About 94 Hudson Park Rd LLC
94 Hudson Park Rd LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)).
94 Hudson Park Rd LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22851) on Oct. 3,
2024. In the petition filed by Rudolph U. Southwell, as chief
reorganization officer, the Debtor estimated assets and liabilities
between $1 million and $10 million each.
The Debtor is represented by:
H. Bruce Bronson, Jr., Esq.
Bronson Law Offices, P.C.
94 Hudson Park Road
New Rochelle, NY 10801
A&R CONSTRUCTION: Case Summary & 15 Unsecured Creditors
-------------------------------------------------------
Debtor: A&R Construction LLC
511 Lets Roll Dr
New Braunfels, TX 78623
Business Description: A&R provides construction services
specializing in septic system installation,
site development, excavation, and
demolition.
Chapter 11 Petition Date: October 7, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-52008
Judge: Hon. Craig A Gargotta
Debtor's Counsel: Robert C. Lane, Esq.
THE LANE LAW FIRM
1555 State St
Salem OR 97301
Tel: (713) 595-8200
E-mail: notifications@lanelaw.com
Total Assets: $207,112
Total Liabilities: $1,060,874
The petition was signed by Tyler Mason as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6Z7PJ5Q/AR_Construction_LLC__txwbke-24-52008__0001.0.pdf?mcid=tGE4TAMA
ABILITY AUTOS: R.A.M. Unsecured Claims Will Get 41.58% over 5 Years
-------------------------------------------------------------------
Ability Autos LLC and R.A.M. Advertizing, Inc. submitted a Second
Amended Plan of Reorganization dated September 3, 2024.
This Second Amended Plan proposes to pay creditors both from future
income by the continuing operations of R.A.M. Advertizing Inc. and
the liquidation of all assets of Ability Autos LLC.
The Debtor filed this case on January 31, 2024, to seek protection
from aggressive collection efforts by creditors that, if continued,
would be to the detriment of other creditors by crippling business
operations. Debtor proposes to pay allowed unsecured based on the
liquidation analysis and cash available. Debtor anticipates having
enough business and cash available to fund the plan and pay the
creditors pursuant to the proposed plan.
The Debtor will continue operating R.A.M. Advertizing Inc. Ability
Autos LLC is being liquidated in this Plan. The Debtor's Plan will
break the existing claims into six classes of Claimants. These
claimants will receive cash repayments over a period of time
beginning on the Effective Date. While Debtor's Plan proposes to
pay claims not to exceed 5 years, nothing prevents Debtor from
prepaying its claims.
Class 7 consists of Unsecured Claims of Ability Autos. All allowed
unsecured creditors shall receive a pro rata distribution at zero
percent per annum after all of Ability Autos assets are liquidated.
Debtor will distribute $7,231.87to the general allowed unsecured
creditor pool. The Debtor's General Allowed Unsecured Claimants
will receive 2.86% of their allowed claims under this plan. Any
creditors listed in the schedules of Ability Autos LLC as disputed
and did not file a claim will not receive distributions under this
plan. This Class is impaired.
Class 8 consists of Unsecured Claims of R.A.M. 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. Debtor will distribute
$115,000.00 to the general allowed unsecured creditor pool over the
5-year term of the plan. The Debtor shall make monthly payments as
to the Class 5 Claimants. The Debtor's General Allowed Unsecured
Claimants will receive 41.58% of their allowed claims under this
plan. Any creditors listed in the schedules of Ability Autos LLC as
disputed and did not file a claim will not receive distributions
under this plan. This Class is impaired.
The Debtor anticipates the continued operations of the business to
fund the Plan.
A full-text copy of the Second Amended Plan dated September 3, 2024
is available at https://urlcurt.com/u?l=Wq25YM from
PacerMonitor.com at no charge.
Counsel to the Debtors:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
A. Zachary Casas, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Tel: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
Joshua.gordon@lanelaw.com
zach.casas@lanelaw.com
About Ability Autos LLC
Ability Autos, LLC and R.A.M. Advertizing, Inc. filed petitions
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 24-30351) on January 31, 2024. Jarrod Martin,
Esq., a practicing attorney in Houston, serves as Subchapter V
trustee.
At the time of the filing, Ability Autos disclosed up to $500,000
in both assets and liabilities while R.A.M. Advertizing disclosed
up to $50,000 in assets and $100,001 to $500,000 in liabilities.
Judge Jeffrey P. Norman oversees the cases.
Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor
as bankruptcy counsel.
ABUNDANT LIFE: Court Approves Access to Cash Collateral
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, granted Abundant Life Chiropractic, P.A.
authorization, on a final basis, to use cash collateral, holding
that access to these funds is critical to prevent irreparable harm
to the Debtor and its estate.
The Court also approved the Debtor's projected budget, allowing the
Debtor to utilize cash collateral with a total projected revenue of
$38,000. The Debtor can exceed budgeted amounts by up to 10%, but
total expenditures cannot surpass $41,800.
To provide adequate protection to creditors, replacement liens on
post-petition cash collateral and acquired property have been
established. These liens maintain the same extent, validity, and
priority as existed on the Petition Date without the need for
additional documentation.
Secured creditors retain all rights, including the ability to
object to the cash collateral use. The Debtor reserves its rights
to contest the secured nature of these claims.
The order includes a carve-out provision. The adequate protection
liens in cash collateral are subject in all respects to the
carve-out in an amount equal to the sum of:
(i) all fees required to be paid Subchapter V Trustee, or the
United States Trustee under 28 U.S.C. section 1930(a) plus interest
at the statutory rate;
(ii) all reasonable fees, costs, and expenses incurred by a
trustee under section 726(b) of the Bankruptcy Code in an amount
not exceeding $15,000.00; and
(iii) to the extent allowed by the Court on an interim or final
basis at any time, all unpaid fees, costs, and expenses of the
professionals retained by the Debtor under section 327 of the
Bankruptcy Code.
The Carve Out is binding on the Debtor, the Lenders, and their
respective successors, including any chapter 7 trustee, and shall
survive dismissal or conversion to chapter 7 of the Debtor's case.
However, the Carve Out shall not be construed as a claim against
the Lenders nor as a lien or other encumbrance on the Debtor's real
property.
About Abundant Life Chiropractic, P.A.
Abundant Life Chiropractic, P.A. operates a wellness chiropractic
center.
Abundant Life Chiropractic, P.A. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 24-33862) on August 23, 2024, listing $59,398 in assets
and $1,560,814 in liabilities. The petition was signed by
Christopher Robert Zaino as owner.
Judge Jeffrey P. Norman presides over the case.
Robert C. Lane, Esq., at THE LANE LAW FIRM, represents the Debtor
as counsel.
ADVANCED VAPE: Holly Miller Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Holly Miller, Esq.,
at Gellert Scali Busenkell & Brown, LLC as Subchapter V trustee for
Advanced Vape Shop LLC.
Ms. Miller 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. Miller declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Holly S. Miller, Esq.
Gellert Scali Busenkell & Brown, LLC
1628 John F. Kennedy Boulevard, Suite 1901
Philadelphia, PA 19103
Telephone: (215) 238-0012
Facsimile: (215) 238-0016
Email: hsmiller@gsbblaw.com
About Advanced Vape Shop
Advanced Vape Shop, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-18842) on
September 6, 2024, listing up to $50,000 in assets and $100,001 to
$500,000 in liabilities.
Judge Michael B. Kaplan oversees the case.
Steven J. Abelson, Esq. at Abelson Law Offices represents the
Debtor as counsel.
AEL INVESTMENT: Unsecureds to Split $568K via Quarterly Payments
----------------------------------------------------------------
AEL Investment Group, LLC filed with the U.S. Bankruptcy Court for
the Southern District of Florida a Chapter 11 Plan of
Reorganization dated September 3, 2024.
The Debtor is Florida corporation whose principal place of business
is in Macon, Georgia. The Debtor manufactures and sells sanitary
paper products.
The Debtor employs 48 individuals, including the Debtor's owners,
Enrique Larach and Irela Larach.
The Debtor commenced its bankruptcy case by filing a petition for
relief under subchapter V of chapter 11 of the Code on July 3,
2024. This was following litigation brought against the Debtor by
its former landlord, Phancy Silk Flowers, Inc. Phancy Silk Flowers,
Inc. holds a $656,476 judgment against the Debtor entered in Case
No. 2022-010482-CA-01 by the Circuit Court of the Eleventh Judicial
Circuit in and for Miami-Dade County, Florida.
Class 2 consists of Allowed Priority Unsecured Claims. Except to
the extent that a holder of an Allowed Class 2 Claim has been paid
prior to the Effective Date or agrees to a different treatment, in
full satisfaction, settlement, release, extinguishment and
discharge of such Claim, each holder of an Allowed Class 2 Claim
shall, commencing on the 30th day following the Effective Date,
receive from the Reorganized Debtor payment in full in cash. To the
extent that any person holds an unsecured claim that exceeds any
statutory cap set forth in Section 507(a) of the Bankruptcy Code,
such portion of such claim shall be treated as a General Unsecured
Claim in Class 3 of the Plan. The Allowed Class 2 Claims are
Impaired.
Class 3 consists of the Allowed General Unsecured Claims. Without
prejudice, the Debtor estimates that Class 3 may consist of Allowed
General Unsecured Claims in the approximate amount of
$1,372,687.58, which includes the general unsecured portion of POC
No. 3-1 filed by the Internal Revenue Service. Class 3 also
includes Allowed Rejection Claims pursuant to Section 8.03 of this
Plan.
Except to the extent that a holder of an Allowed Class 3 Claim has
been paid prior to the Effective Date or agrees to a different
treatment, in full satisfaction, settlement, release,
extinguishment and discharge of such Claim, each holder of an
Allowed Class 3 Claim shall, commencing upon the 45th day following
the Effective Date, receive a Pro Rata Distribution from a total of
$567,759.29, payable by the Reorganized Debtor in twelve quarterly
installments of $47,313.27. The Allowed Class 3 Claims are
Impaired.
Class 4 consists of the Allowed Equity Interests in the Debtor
owned as follows: 50% by Enrique Larach; and 50% by Irela Larach.
Upon the Effective Date, the Allowed Equity Interests in the Debtor
shall be cancelled or deemed cancelled, and new equity shall be
issued in the Reorganized Debtor as follows: 50% by Enrique Larach;
and 50% by Irela Larach.
The sources of consideration for Distributions under the Plan
include the Debtor's cash on hand as of the Effective Date as well
the future profits of the Reorganized Debtor.
On the Effective Date, the owners of the Debtor, Enrique Larach and
Irela Larach, will continue to manage (and own) the Reorganized
Debtor. Specifically, Enrique Larach shallcontinue to serve as the
Reorganized Debtor's member and president at an annual salary
$150,000, and Irela Larach shall continue to serve as the
Reorganized Debtor's member, with an annual salary of $150,000.
Such salaries, terms, and compensation shall be subject to
adjudgment in accordance with the Reorganized Debtor's governing
documents.
Except as otherwise provided in the Plan or the Confirmation Order,
on the Effective Date, the Reorganized Debtor shall be vested with
all of the property of the Estate free and clear of all Claims,
Liens, encumbrances, charges, and other interests, including but
not limited to that of holders of Claims and holders of Equity
Interests. The Reorganized Debtor shall assume all of the Debtor's
respective rights, obligations and liabilities under the Plan and
the Confirmation Order.
A full-text copy of the Plan of Reorganization dated September 3,
2024 is available at https://urlcurt.com/u?l=DOPdVL from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Bradley S. Shraiberg, Esq.
Eric Pendergraf, Esq.
Shraiberg Page P.A.
2385 N.W. Executive Center Drive, Suite 300
Boca Raton, FL 33431
Tel: (561) 443-0800
Fax: (561) 998-0047
About AEL Investment Group
AEL Investment Group, LLC, a Miami-based company, filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.
Fla. Case No. 24-16739) on July 3, 2024, with $1 million to $10
million in both assets and liabilities. Enrique E. Larach, Sr.,
authorized member, signed the petition.
Judge Corali Lopez-Castro presides over the case.
Bradley S. Shraiberg, Esq., at Shraiberg Page, PA, is the Debtor's
legal counsel.
AGEAGLE AERIAL: Completes $6.5 Million Public Offering
------------------------------------------------------
AgEagle Aerial Systems Inc. announced on October 1, 2024, the
closing of a public offering with gross proceeds to the Company of
approximately $6.5 million, before deducting placement agent fees
and other estimated offering expenses payable by the Company.
The offering consisted of 26,899,996 Units, each consisting of one
share of the Company's common stock, $0.001 par value per share or
one Pre-Funded Warrant to purchase one share of Common stock, one
Series A warrant to purchase one share of Common Stock and one
Series B warrant to purchase one share of Common Stock. The public
offering price per Unit was $0.24 (or $0.239 for each Unit with a
Pre-Funded Warrant, which was equal to the public offering price
per Unit with a share of Common Stock sold in the offering minus an
exercise price of $0.001 per Pre-Funded Warrant). The Pre-Funded
Warrants are immediately exercisable and may be exercised at any
time until exercised in full. The initial exercise price of each
Series A Warrant is $0.24 per share of Common Stock or pursuant to
an alternative cashless exercise option. The Series A Warrants are
exercisable immediately and expire five years from the closing date
of the public offering. The initial exercise price of each Series B
Warrant is $0.50 per share of common stock. The Series B Warrants
are exercisable immediately and expire five years from the closing
date of the public offering.
Aggregate gross proceeds to the Company are approximately $6.5
million. The Company expects to use the proceeds from the offering
for the repayment of an outstanding note and the remainder for
general corporate and working capital purposes.
Spartan Capital Securities, LLC acted as the sole placement agent
for the offering. Duane Morris LLP. acted as counsel to the
Company. Manatt, Phelps & Phillips LLP acted as counsel to Spartan
Capital Securities, LLC.
The securities described above were offered pursuant to a
registration statement on Form S-1 (File No. 333-281897) previously
filed with the U.S. Securities and Exchange Commission on September
30, 2024, as amended, which became effective on September 30, 2024.
The offering was made only by means of a prospectus forming part of
the effective registration statement. Copies of the final
prospectus relating to the offering may be obtained on the SEC's
website located at http://www.sec.gov.Electronic copies of the
final prospectus relating to the offering may be obtained from:
Spartan Capital Securities, LLC, 45 Broadway, New York, NY 10006,
at (212) 293-0123.
About AgEagle
AgEagle Aerial Systems Inc. is headquartered in Wichita, Kansas,
and operates through its wholly-owned subsidiaries, focusing on
designing and delivering top-tier drones, sensors, and software to
address critical customer needs. Founded in 2010, AgEagle initially
pioneered proprietary, professional-grade, fixed-wing drones and
aerial imagery-based data collection and analytics solutions for
the agriculture sector. Today, the company is recognized as a
globally respected market leader, offering customer-centric,
advanced, autonomous unmanned aerial systems (UAS) that generate
revenue at the intersection of flight hardware, sensors, and
software across industries, including agriculture,
military/defense, public safety, surveying/mapping, and
utilities/engineering. AgEagle has achieved numerous regulatory
milestones, including government approvals for its commercial and
tactical drones to fly Beyond Visual Line of Sight (BVLOS) and/or
Operations Over People (OOP) in the United States, Canada, Brazil,
and the European Union. It has also received Blue UAS certification
from the Defense Innovation Unit of the U.S. Department of Defense.
More information can be found at www.ageagle.com.
Orlando, Florida-based WithumSmith+Brown, PC, the company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 1, 2024, citing recurring losses from operations, cash
usage exceeding its current cash position, and an accumulated
deficit as factors raising substantial doubt about the company's
ability to continue as a going concern.
During the year ended December 31, 2023, the company incurred a net
loss of approximately $42.4 million. As of June 30, 2024, AgEagle
had $22,830,836 in total assets, $14,756,362 in total liabilities,
and $8,074,474 in total stockholders' equity.
AGEAGLE AERIAL: Secures $3M From Alpha Capital for Note Repayment
-----------------------------------------------------------------
As previously reported on a Current Report on Form 8-K filed on
February 8, 2024, AgEagle Aerial Systems Inc. issued to Alpha
Capital Anstalt a Convertible Note due January 8, 2024, as amended
on July 25, 2024, in the principal amount of $4,849,491 and
pursuant to that certain Securities Purchase Agreement dated June
26, 2022, the Company issued to Alpha shares of Series F 5%
Convertible Preferred Stock described in the Certificate of
Designation of Preferences, Rights and Limitations of Series F 5%
Convertible Preferred Stock and warrants to purchase shares of the
Company's Common Stock. The Offering in part constitutes a Variable
Rate Transaction as defined in the Holder Securities that requires
the consent of Alpha.
Pursuant to the Omnibus Agreement, among other things:
(i) Alpha consented to the Offering,
(ii) Alpha agreed to purchase $3,000,000 of the units in the
offering and the Company agreed to apply said $3,000,000 towards
the repayment of the Convertible Note balance,
(iii) upon such repayment, $2,000,000.00 in principal will
remain outstanding on the Convertible Note which will be paid in
six monthly installments consisting of $333,333.33 in principal
plus all accrued commencing on October 15, 2024 and continuing on
the 15th day of each calendar month until the Convertible Note is
paid in full, and
(iv) in consideration of Alpha's consent, the Company will
issue to Alpha 1,500 shares of Series F 5% Convertible Preferred
Stock with an aggregate stated value of $1,500,000.
About AgEagle
AgEagle Aerial Systems Inc. is headquartered in Wichita, Kansas,
and operates through its wholly-owned subsidiaries, focusing on
designing and delivering top-tier drones, sensors, and software to
address critical customer needs. Founded in 2010, AgEagle initially
pioneered proprietary, professional-grade, fixed-wing drones and
aerial imagery-based data collection and analytics solutions for
the agriculture sector. Today, the company is recognized as a
globally respected market leader, offering customer-centric,
advanced, autonomous unmanned aerial systems (UAS) that generate
revenue at the intersection of flight hardware, sensors, and
software across industries, including agriculture,
military/defense, public safety, surveying/mapping, and
utilities/engineering. AgEagle has achieved numerous regulatory
milestones, including government approvals for its commercial and
tactical drones to fly Beyond Visual Line of Sight (BVLOS) and/or
Operations Over People (OOP) in the United States, Canada, Brazil,
and the European Union. It has also received Blue UAS certification
from the Defense Innovation Unit of the U.S. Department of Defense.
More information can be found at www.ageagle.com.
Orlando, Florida-based WithumSmith+Brown, PC, the company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 1, 2024, citing recurring losses from operations, cash
usage exceeding its current cash position, and an accumulated
deficit as factors raising substantial doubt about the company's
ability to continue as a going concern.
During the year ended December 31, 2023, the company incurred a net
loss of approximately $42.4 million. As of June 30, 2024, AgEagle
had $22,830,836 in total assets, $14,756,362 in total liabilities,
and $8,074,474 in total stockholders' equity.
ALKEGEN: Moody's Appends 'LD' Designation to 'Caa2-PD' PDR
----------------------------------------------------------
Moody's Ratings appended a limited default ("/LD") designation to
Alkegen's Probability of Default Rating, revising it to Caa2-PD/LD
from Caa2-PD. There is no change to the company's Caa2 Corporate
Family Rating, its Caa1 senior secured rating, its Ca senior
unsecured rating and the stable outlook. The /LD designation
appended to the PDR will be removed in three business days.
In September 2024, Alkegen completed a debt exchange where it
exchanged 72% of its $800 million senior secured notes at 90 cents
on the dollar and 81% of its $400 million senior unsecured notes at
84 cents on the dollar for about $790 million of new second-lien
PIK/toggle notes due 2029. Moody's view this as a distressed
exchange as the note holders received less than the original par
value of the notes and the secured note holders lost their first
lien security. The company has offered the same exchange to the
remaining noteholders, whose notes will be converted to third lien
notes if they don't accept the exchange offer within two weeks.
Alkegen's Caa2 corporate family rating is constrained by its
reliance on the cyclical automotive, industrial and chemical end
markets and its likely unsustainable capital structure even after
its term loan refinancing and debt exchange. The company still has
very high leverage and weak interest coverage. The company's recent
term loan refinancing will result in stronger liquidity and lower
cash outflows since there is no amortization payments on the new
term loan and they are permitted to defer a portion of the required
management fees. Nevertheless, it will result in higher debt levels
especially if the company utilizes the PIK interest options over
the first two years.
Alkegen's rating is supported by its good global market position in
products that provide high temperature insulation, fire protection,
filtration and emission control. The company has a large scale with
more than 60 manufacturing facilities, a broad geographic reach and
good customer, product and end-market diversity and has
demonstrated its technical expertise through the introduction of
new products in markets with good growth opportunities such as
electric vehicle batteries. The credit profile is also supported by
the company's long-standing relationships with many blue-chip
customers and its adequate liquidity.
Headquartered in Irving, Texas, Alkegen produces heat-resistant
ceramic fiber and specialty filtration products, advanced material
solutions and specialty glass microfiber materials for a variety of
industrial applications. The company has been a portfolio company
of Clearlake Capital Group, L.P. since late 2018. Alkegen generated
revenue of approximately $1.5 billion for the twelve months ended
June 30, 2024.
ALTA MESA RESOURCES: Court Tosses Trustee's Clawback Lawsuit
------------------------------------------------------------
Hilary Russ of Law360 reports that a Texas bankruptcy judge has
ended efforts by the litigation trustee for defunct oil and gas
company Alta Mesa Resources Inc. to claw back money from its
predecessor's shareholders, finding that they did not directly
benefit from contracts that boosted the value of the company before
it was later taken public in a reverse merger.
About Alta Mesa Resources
Alta Mesa Resources, Inc., is an independent energy company focused
on the development and acquisition of unconventional oil and
natural gas reserves in the Anadarko Basin in Oklahoma, and through
Kingfisher Midstream, LLC, provides best-in-class midstream energy
services, including crude oil and gas gathering, processing and
marketing and produced water disposal to producers in the STACK
play.
Alta Mesa reported $1.4 billion in assets and $864 million in
liabilities as of Dec. 31, 2018.
On Sept. 11, 2019, Alta Mesa Resources, Inc. and six affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Texas.
On January 12 and 13, 2020, Kingfisher Midstream, LLC, Kingfisher
STACK Oil Pipeline, LLC, Oklahoma Produced Water Solutions, LLC,
and Cimarron Express Pipeline, LLC -- Kingfisher Debtors -- and
SRII Opco, LP and SRII Opco GP, LLC -- SRII Debtors -- filed
voluntary petitions for relief in the Court.
All the cases are jointly administered under Case No. 4:19-bk-35133
(Bankr. S.D. Texas) before Judge Martin Isgur.
The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as
attorneys; and Perella Weinberg Partners LP and its affiliate Tudor
Pickering Holt & Co Advisors LP as investment banker. Prime Clerk
LLC, n/k/a Kroll, was the claims agent.
On April 17, 2020, the Alta Mesa Debtors filed their Plan of
Reorganization and the Disclosure Statement related thereto. On
April 22, 2020, the Bankruptcy Court entered an order conditionally
approving the Alta Mesa Disclosure Statement. The Bankruptcy Court
held a hearing to consider final approval of the adequacy of the
Alta Mesa Disclosure Statement and confirmation of the Plan on May
27, 2020. On June 8, 2020, the Effective Date of the Plan
occurred,
and the Plan was consummated.
On April 22, 2020, the Kingfisher Debtors filed their Amended Joint
Chapter Plan and the Disclosure Statement related thereto. The
Bankruptcy Court held a combined hearing to consider approval of
the Kingfisher Disclosure Statement and confirmation of the Plan on
May 27, 2020. On June 8, 2020, the Effective Date of the Plan
occurred, and the Plan was consummated.
On September 26, 2021, the Court entered a Final Decree closing the
Kingfisher Debtors' chapter 11 cases.
AMSTED INDUSTRIES: Moody's Affirms 'Ba2' CFR, Outlook Stable
------------------------------------------------------------
Moody's Ratings affirmed all ratings of Amsted Industries
Incorporated, including its Ba2 Corporate Family Rating, Ba2-PD
Probability of Default Rating, and Ba3 senior unsecured notes
ratings. The outlook is stable.
The ratings affirmation reflects Moody's expectations for revenue
that will level off or decline modestly over the next 12-18 months,
in line with Amsted's end markets. Moody's expect Amsted's
profitability, leverage and free cash flow to remain consistent
with the company's performance over the last few years. Moody's
further expect that liquidity will remain substantial to cover
Employee Stock Ownership Plan (ESOP) redemptions.
RATINGS RATIONALE
Amsted's ratings are supported by a leading market position in its
core segments of railroad, vehicular products, and commercial
cooling and thermal storage systems which results in good free
cash flow through industry cycles. Even with Amsted's end markets
slowing, free cash flow was in excess of $400 million over the last
12 months. While slowing freight car deliveries and vehicle
production will cause revenue to level off or modestly contract,
pricing increases should lead to some margin improvement. Credit
metrics will remain strong for the rating including adjusted
debt-to-EBITDA which Moody's expect will be at or below 2.0x over
the next 12-18 months.
The ratings are constrained by the sizable obligations under
Amsted's ESOP. The cash outlays associated with redemptions under
the ESOP plan vary from year-to-year, largely reflecting the highly
cyclical nature of Amsted's businesses as well as volatility in the
number of shares redeemed in each period. It is common for Amsted
to have times when ESOP redemptions exceed free cash flow,
particularly during times of revenue and earnings growth. During
these higher redemption periods, Moody's would expect Amsted to use
cash reserves or drawings on its revolver to cover a portion of the
ESOP redemptions during the year. Nonetheless, the company will
maintain good liquidity despite the short-term reduction in cash or
revolver availability. In addition, Amsted's leverage is expected
to remain at a low level which provides some buffer for times where
ESOP redemptions exceed free cash flow.
The stable rating outlook reflects Moody's expectation that credit
metrics will remain robust relative to the Ba2 CFR even if there is
a modest contraction in revenue over the next 12-18 months tied to
market demand.
ESG considerations have a limited impact on Amsted's credit rating
with potential for greater negative impact over time. Amsted's
status as an ESOP company creates risk related to the variability
in the level of share repurchases and the potential need for
additional debt if repurchases consistently exceeded free cash
flow. In general, Amsted maintains a prudent financial policy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Amsted can reduce revenue
volatility, with lower reliance on highly cyclical industries,
transportation in particular, and significantly improve its EBITDA
margin. An upgrade would also require demonstration of free cash
generation that exceeds ESOP redemptions on a recurring annual
basis, regardless of share valuation.
Ratings could be downgraded if ESOP share redemptions rise to a
level that requires a significant increase in debt or a prolonged
reduction in the company's cash reserves. Debt-to-EBITDA sustained
above 3.0x could also prompt a downgrade, as could retained cash
flow-to-debt sustained below 30%.
Amsted Industries Incorporated, headquartered in Chicago, Illinois,
is a diversified manufacturer of highly engineered components used
in the railroad, vehicular and construction sectors. Revenue is
approximately $4.6 billion. The company is 100% owned by its
Employee Stock Ownership Plan.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
ANADA INC: Gets OK to Use Cash Collateral for September Payroll
---------------------------------------------------------------
At the behest of Anada, Inc., the U.S. Bankruptcy Court for the
Western District of Wisconsin approved an emergency stipulation
allowing the debtors to continue using cash collateral to pay
employee wages.
The stipulation specifically authorizes payments for September
payroll. Ovalinnovations, LLC is allowed to pay $22,535 for the
payroll period ending September 20, 2024, while Crimson Holdings,
LLC is permitted to pay $54,769 for the payroll period ending
September 21, 2024. This ensures that employees receive their wages
despite the ongoing bankruptcy proceedings.
The authority granted under this order is limited only to the
payment of the September 2024 payroll. No further use of the cash
collateral is permitted without additional court approval. The
debtors cannot use the funds for any other purposes, including
administrative expenses or future payrolls, unless otherwise
ordered by the court.
The court also preserves the rights and defenses of all parties
involved, particularly regarding any future use of the cash
collateral, administrative claims, and budgetary matters. The order
was signed by U.S. Bankruptcy Judge Thomas M. Lynch.
About OvaInnovations LLC
Madison, Wis.-based OvaInnovations, LLC and its affiliates, Anada
Inc. and Crimson Holdings, LLC, filed Chapter 11 petitions (Bankr.
W.D. Wis. Lead Case No. 24-10663) on April 8, 2024. At the time of
the filing, OvaInnovations reported $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Anada, Inc.
listed $100,000 to $500,000 in assets and $1 million to $10 million
in liabilities.
Judge Thomas M. Lynch oversees the cases.
The Debtors tapped Kristin J. Sederholm, Esq., at Krekeler Law, SC,
as bankruptcy counsel; Frost, PLLC as accountant; and SSG Advisors,
LLC as investment banker.
The U.S. Trustee for Region 11 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by the law firms of Richman & Richman, LLC
and Miller, Canfield, Paddock and Stone, PLC.
ANER HOMES: Seeks to Hire Courtney J. Vinson as Accountant
----------------------------------------------------------
Aner Homes, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Tennessee to employ Courtney J. Vinson, a
licensed certified public accountant.
The professional will assist in general accounting including
preparation of federal and state tax returns.
He will be paid at these rates:
Compliance $125 per hour
Tax Advisor & Consulting $225 per hour
He will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Courtney J. Vinson disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
He can be reached at:
Courtney J. Vinson
5885 Ridgeway Center
Parkway, Suite 120,
Memphis, TN 38120
Tel: (901) 264-0098
About Aner Homes LLC
Aner Homes LLC is a privately owned building and remodeling
company.
Aner Homes LLC sought relief under Subchapter V of the Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No.: 24-22804)
on June 12, 2024. In the petition signed by Andres Zuluaga, as
managing member, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Denise E. Barnett oversees the case.
The Debtor is represented by Bo Luxman, Esq. at LUXMAN LAW FIRM.
APPLIED DNA: Leviticus Partners, AMH Equity Hold 9.71% Stake
------------------------------------------------------------
Leviticus Partners, LP and its general partner, AMH Equity, LLC,
disclosed in a New Schedule 13G Report filed with the U.S.
Securities and Exchange Commission that as of October 1, 2024, they
beneficially owned 1,000,000 shares of Applied DNA's common stock,
representing 9.71% of the shares outstanding.
A full-text copy of the Leviticus' Report is available at:
https://tinyurl.com/3aau46jr
About Applied DNA
Applied DNA Sciences, Inc. -- http//www.adnas.com/ -- is a
biotechnology company developing and commercializing technologies
to produce and detect deoxyribonucleic acid and ribonucleic acid.
Using polymerase chain reaction to enable the production and
detection of DNA and RNA, the Company currently operates in three
primary business markets: (i) the enzymatic manufacture of
synthetic DNA for use in the production of nucleic acid-based
therapeutics (including biologics and drugs) and, through our
recent acquisition of Spindle, the development and sale of a
proprietary RNA polymerase for use in the production of mRNA
therapeutics; (ii) the detection of DNA and RNA in molecular
diagnostics and genetic testing services; and (iii) the manufacture
and detection of synthetic DNA for industrial supply chain security
services.
"The Company has recurring net losses. The Company incurred a net
loss of $3,774,563 and generated negative operating cash flow of
$10,462,332 for the nine-month period ended June 30, 2024. At June
30, 2024, the Company had cash and cash equivalents of $10,442,131.
These factors raise substantial doubt about the Company's ability
to continue as a going concern for one year from the date of
issuance of these financial statements," Applied DNA said in its
Quarterly Report for the period ended June 30, 2024.
ASCENT RESOURCES: Fitch Rates New Sr. Unsecured Notes 'BB-'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR3' rating to Ascent Resources
Utica Holdings, LLC's (Ascent) proposed senior unsecured notes.
Ascent's 'B+'/Outlook Positive Issuer Default Rating reflects
Fitch's expectations of positive FCF over the rating horizon, debt
reduction, moderate leverage, above-average production scale and
strong hedge book. These factors are offset by fairly high revolver
utilization and relatively high firm transportation costs, which
results in netbacks slightly lower than that of its peers. The
proposed senior unsecured notes issue is leverage neutral and
extends the maturity of the company's debt.
Fitch believes Ascent will maintain access to debt capital markets
and generate FCF to reduce refinancing risk, although natural gas
prices are volatile and debt capital markets can be challenging at
times. The Positive Outlook is driven by Fitch's expectation that
the company will use FCF to reduce revolver borrowings and total
debt over the next 12-24 months.
Key Rating Drivers
Consistent FCF Generation: Ascent's consistent trend of positive
FCF generation is a credit positive. It generated $61 million of
FCF in 2023, according to Fitch calculations. Fitch expects Ascent
to maintain production in the 2.1-2.2 billion cubic feet equivalent
per day (bcfe/d) range, which should allow for positive FCF at
Fitch's base case prices. Further FCF growth could be realized by
lower firm transportation costs, continued drilling and completion
efficiencies. Fitch expects FCF to be used for debt repayment and
shareholder distributions.
Improved Maturity Schedule: The refinancing of the 2026 notes and
extension of the revolver to 2029 improve the maturity schedule.
Fitch expects positive FCF in 2024 through 2026 allowing for
substantial repayment of revolver borrowings.
Scale and Operating Profile: Ascent's reserve base and production
scale are credit positives. Across both of these metrics, Ascent is
meaningfully larger than other 'B' category peers. The company's
ability to maintain production while spending below CFO further
supports the credit quality. Fitch believes that the company's
scale and consistent ability to generate positive FCF
differentiates it relative to other 'B' category peers.
Netbacks Curtailed: Ascent generates strong realized pricing
compared with its peers, but this is offset by higher operating
costs due to high firm transportation costs. Although firm
transportation costs are relatively high, Fitch believes the risk
of Ascent being exposed to production mismatches is very low as the
volumetric commitments are well below production levels. The
various contracts expire over time until 2032; therefore, Fitch
does not expect material savings in the near term.
Protective Hedging Program: Ascent's strong and consistent hedging
policy protects the company's cashflow. The company has hedged
greater than 75% of expected gas production for both the remainder
of 2024 and entirety of 2025 at $3.49/thousand cubic foot of gas
(mcf) and $3.80/mcf, respectively. Hedging extends as far as 2027
with greater than 50% of expected gas production hedged in 2026 at
$3.73/mcf and about 10% of expected 2027 production hedged at
$3.91/mcf.
Fitch believes that the hedging program protects current capital
spending and debt reduction plans given the pricing environment.
While many peers have begun to deemphasize hedging, Ascent
maintains a robust hedging program, which is a credit positive.
Derivation Summary
Ascent's Fitch-calculated EBITDA leverage of 2.4x as of June 30,
2024 is in line with other rated peers.
Ascent is a large natural gas producer within the 'B' rating
category with 2Q24 production of 2,190 mmcfe/d, which is larger
than all of its 'B' category peers. The nearest peer is Comstock
Resources Inc. (B+/Negative) at 1,439 mmcfe/d. Ascent is also
larger than CNX Resources (BB+/Stable) at 1,473 mmcfe/d. Production
is well below other 'BB' rated issuers including Chesapeake Energy
(BB+/RWP) at 2,745 mmcfe/d and Southwestern Energy (BB+/RWP) at
4,165 mmcfe/d.
Ascent generated Fitch-calculated unhedged, levered netbacks of
$0.39/thousand cubic feet equivalent (mcfe) in 2Q24, which is
modestly below most of its peers and higher than Appalachian peer
SWN. Ascent generates a relatively high realized price compared
with its peers, but this is offset by higher firm transportation
and interest costs.
Key Assumptions
- Henry Hub natural gas price of $2.50 per thousand cubic feet
(mcf) in 2024, $3.00/mcf in 2025, $3/mcf in 2025 and $3.00/mcf in
2026 and $2.75/mcf thereafter;
- West Texas Intermediate oil price of $75/barrel (bbl) in 2024,
$65/bbl in 2025, $60/bbl in 2026 and 2027 and $57/bbl thereafter;
- Production down 1% in 2024 and then flat over the forecast
horizon;
- Capex of $775 million to $900 million over the forecast horizon.
- FCF is expected to address debt reduction;
- Shareholder distributions of $200 million per year;
- 2026 maturity is refinanced.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Significant FCF generation that is applied to debt repayment;
- Mid-cycle EBITDA leverage sustained below 2.0x.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Weakening of commitment to stated financial policy, including the
hedging program;
- Sustained weaker FCF generation;
- Mid-cycle EBITDA leverage sustained above 3.0x
Liquidity and Debt Structure
Ascent had cash on hand of $5.6 million as of Jun. 30, 2024, and
$1,176 million of availability under its Reserve Based Credit Line
($2 billion committed amount) after $655 million of borrowings and
$169 million of letters of credit. The revolver now matures on June
30, 2029.
The revolver maturity has been extended from 2027 to 2029 with a
springing maturity in October 2028 if there is $350 million or more
outstanding on the 2028 unsecured notes at that time. The nearest
maturity is now the $348 million maturity in 2027 and Fitch
believes the company will maintain access to debt capital markets
and will address the maturities in a timely fashion. In addition,
Fitch expects forecast FCF to be used to repay revolver
borrowings.
Issuer Profile
Ascent is one of the largest producers of natural gas in the U.S.
in terms of daily productions. It is focused on exploring for,
developing, producing and operating natural gas and oil properties
in the Utica Shale in the Appalachian Basin.
Date of Relevant Committee
April 19, 2024
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
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
----------- ------ --------
Ascent Resources
Utica Holdings, LLC
senior unsecured LT BB- New Rating RR3
ASCENT RESOURCES: Moody's Rates New $600MM Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Ratings assigned a B1 rating to Ascent Resources Utica
Holdings, LLC's proposed $600 million of backed senior unsecured
notes due 2032. Ascent's other ratings, including its Ba3 Corporate
Family Rating, and stable outlook remain unchanged.
Ascent will use the net proceeds from its proposed notes offering
to refinance its senior notes due 2026.
"Ascent Resources' proposed notes offering benefits the company's
credit profile by extending its debt maturity runway," commented
Jonathan Teitel, a Moody's Ratings Vice President and Senior
Analyst.
RATINGS RATIONALE
Ascent's senior unsecured notes are rated B1, one notch below the
CFR, reflecting their effective subordination to the secured RBL
revolver.
Ascent' Ba3 CFR is supported by the company's large-scale natural
gas production, ample proved reserves and acreage, economies of
scale, a large quantity of drilling inventory, conservative
financial policies, and successful operating track record. The
company is concentrated in the Appalachia region, focusing on
natural gas production in the Utica Shale, but also has inventory
in the Marcellus Shale. It has significant firm transportation
commitments, providing flow assurance for its volumes but these
could become burdensome if production drops. Ascent's credit
profile is supported by the company's large hedge book which
sustains cash margins and supports cash needs during a period of
weak natural gas prices, provides cash flow visibility and
mitigates risks from natural gas price volatility. A significant
portion of the company's natural gas production for the remainder
of 2024 and 2025 is hedged and the company has hedges going out
several years. Ascent's capital spending is focused on a program
that maintains production levels. Supported by hedges and a
maintenance capital spending program, Moody's expect Ascent to
generate solid positive free cash flow through 2025, sufficient to
fund expected debt reduction, strengthening resilience of the
business, and some shareholder distributions.
Moody's expect Ascent to maintain very good liquidity through 2025.
Ascent has an RBL revolving credit facility with $2 billion of
elected commitments and a $3 billion borrowing base. As of
September 30, 2024, the company had $625 million in borrowings
outstanding on its revolver and $102 million in letters of credit
outstanding. As of June 30, 2024, Ascent had $6 million of cash on
its balance sheet. In connection with and prior to completion of
the notes offering, Ascent is extending its revolver from 2027 to
2029. The facility is expected to have a springing maturity 91 days
prior to the date that the senior notes due 2027 or senior notes
due 2028 mature if more than $350 million are outstanding. After
the redemption of the senior notes due 2026, the next series of
notes with more than this amount outstanding is Ascent's senior
notes due December 2028. The revolver has two financial covenants
comprised of a maximum leverage ratio of 3.5x (net of up to $100
million of cash) and a minimum current ratio of 1x. Moody's expect
Ascent to maintain compliance with these covenants through 2025.
The stable outlook reflects Moody's expectation for Ascent to use a
meaningful portion of free cash flow to reduce debt and to maintain
solid credit metrics, with cash flow supported by significant
natural gas hedges.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to an upgrade include greater than expected
debt reduction below $2 billion; maintenance of production and
replacement of reserves while generating positive free cash flow;
lower leverage and retained cash flow (RCF) to debt sustained above
40%; and managing shareholder returns within cash flow.
Factors that could lead to a downgrade include deteriorating cash
margins or capital returns; RCF/debt below 30%; deterioration of
liquidity; or more aggressive financial policies.
Ascent, headquartered in Oklahoma City, Oklahoma, is a privately
owned independent exploration and production company focused on
natural gas production in the Utica Shale in Ohio. The company was
formed in 2013 by its private equity sponsors, primarily The Energy
& Minerals Group and First Reserve Corporation. Riverstone became
an additional sponsor in 2018 when Ascent closed on several
acquisitions. During the first half of 2024, Ascent produced an
average of 2.2 Bcfe/d (89% natural gas).
The principal methodology used in this rating was Independent
Exploration and Production published in December 2022.
AW CONCORDIA: Case Summary & 12 Unsecured Creditors
---------------------------------------------------
Debtor: AW Concordia Holdings, LLC
Concordia Eco Resort
1002 Boss Hardy Road
Auburn GA 30011
Business Description: AW Concordia Holdings, LLC owns Concordia
Eco Resort, a historic property with
environmentally friendly villas and rustic
ridge line cabanas.
Chapter 11 Petition Date: October 8, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-21259
Debtor's Counsel: William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmont Road Suite 350
Atlanta GA 30329
Tel: 404-584-1238
E-mail: wrountree@rlkglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David M. Williams, M.D., as managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/KE7DH2A/AW_Concordia_Holdings_LLC__ganbke-24-21259__0001.0.pdf?mcid=tGE4TAMA
AXENTIA CARD: Seeks to Hire Evans & Mullinix as Legal Counsel
-------------------------------------------------------------
Axentia Card Solutions LLC seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to hire Evans & Mullinix, P.A.
Evans & Mullinix, P.A. to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Colin N. Gotham, Esq. $350
Paralegals $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $5,000, which includes the filing
fees of $1,738.
Colin Gotham, Esq., an attorney at Evans & Mullinix, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Colin N. Gotham, Esq.
Evans & Mullinix P.A.
7225 Renner Road, Suite 200
Shawnee, KS 66217
Telephone: (813) 962-8700
Facsimile: (913) 962-8701
Email: cgotham@emlawkc.com
About Axentia Card Solutions LLC
An involuntary petition was filed against Axentia Card Solutions
LLC (Bankr. D. Ks. Case No. 24-20686) on June 5, 2024. Evans &
Mullinix, P.A. represents the Debtor as counsel.
AZORRA AVIATION: Fitch Assigns 'BB-(EXP)' IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned an expected Long-Term Issuer Default
Rating (IDR) of 'BB-(EXP)' to Azorra Aviation Holdings, LLC
(Azorra). The Rating Outlook is Stable. Fitch has also assigned an
expected 'BB(EXP)' rating to Azorra SOAR TLB Finance Limited's
announced $514 million term loan B and an expected 'BB-(EXP)'
rating to Azorra Finance Limited's planned $500 million unsecured
debt issuance. The rate of interest and maturity date for both debt
instruments will be determined at the time of issuance.
Key Rating Drivers
Moderate Franchise; Ambitious Growth Plan: Azorra's expected
ratings reflect its moderate market position as a global,
full-service lessor of regional and small narrowbody aircraft,
appropriate current and targeted leverage, lack of meaningful
near-term debt maturities and solid liquidity metrics. The expected
ratings also reflect senior management's expertise and track record
in managing aviation assets and ownership benefits from Oaktree
Capital Management, a well-established alternative investment
manager, which provides aviation investment expertise and capital
commitment to support Azorra's fleet growth.
Rating Constraints and Risk: Rating constraints include execution
risk stemming from the company's ambitious growth targets and
accompanying financial objectives, which Fitch believes are
attainable. Other rating constraints include a limited standalone
operating track record, reliance on secured wholesale funding and
incremental residual value risks compared to traditional aircraft
lessors due to a portfolio focus on less-liquid, regional and small
narrowbody aircraft.
The firm also faces funding and placement risks from a sizeable
orderbook and key person risk linked to founder and CEO, John
Evans. Additionally, Fitch notes potential governance risks from
Azorra's externally managed business model, limited number of
independent board members, and majority ownership by fixed-life
fund structures.
Moderate Portfolio Concentration: As of June 30, 2024, Azorra was
one of the largest global aircraft leasing platforms focused on the
regional and small narrowbody segment, holding a portfolio net book
value (NBV) of $1.9 billion and an orderbook of 60 aircraft.
Azorra's portfolio, more concentrated than peers, consisted of less
liquid tier 2 (87.7%) and tier 3 aircraft (12.3%), as categorized
by Fitch. The average age of the owned portfolio was 6.4 years,
with an average remaining lease term of 6.1 years, at June 30,
2024, consistent with the firm's strategy of owning younger
aircraft.
Opportunistic Business Strategy: The recently closed transaction in
December 2023, in which Azorra acquired 16 distressed widebody
aircraft with an NBV of $458 million from Voyager Aviation
Holdings, LLC, contributed to greater fleet concentration with
limited strategic alignment to the existing portfolio. Management
expects to manage down the exposure going forward and has
opportunistically sold certain aircraft with reasonable gains on
sale. Fitch does not envisage Azorra adding noncore, widebody
aircraft over the medium term.
Weaker Lessee Quality Than Peers: Given its target market segment,
which is typically serviced by tier two airlines, Azorra's exposure
to weaker credit quality lessees is incrementally higher than
peers. The company has adequate customer diversification, serving
33 customers in 26 countries, with no single customer representing
more than 11.5% of the total market value, as estimated by Fitch.
Asset quality metrics have been strong since inception, with an
impairment ratio of 0.2% in 2Q24 and averaging 0.1% from 2022-2023.
Azorra's ability to purchase new aircraft at attractive prices and
relatively conservative depreciation policies, should reduce
impairment risk over time, which Fitch views positively.
Sizeable Orderbook: Azorra's orderbook represented a sizeable 63%
of its owned fleet in 2Q24, which implies reliance on capital
market funding. Asset risk is well-mitigated in Fitch's view, given
that the orderbook is 78% placed to 2026 via long-term leases with
good quality counterparties.
Adequate Profitability: Azorra reported pre-tax income of $9.9
million in 1H24, down from $19.2 million a year ago. This
translates to pre-tax return on average assets of 1.8% for the TTM
ended June 30, 2024. This is modestly below the average of 2.5%
from 2022-2023. Net spread (lease yields - funding costs), was 8.6%
for the TTM in 2Q24, above the 7.3% average during 2022-2023. Fitch
expects net spreads to moderate in the coming years given the
firm's growing scale amid increased competition and higher funding
costs. However, spreads should remain within the 'bbb' benchmark
range of 5%-15% for aircraft lessors with a sector risk operating
environment (SROE) score in the 'bbb' category over the medium
term.
Appropriate Leverage: Fitch's calculated leverage (gross debt to
tangible equity), which treats Azorra's Series A preferred shares
as 100% equity, was 2.2x as of June 30, 2024. The company's
leverage target on a gross debt to equity basis is 2.0x-2.5x, which
is approximately 2.5x-3x, based on Fitch's core leverage benchmark
metric of gross debt to tangible equity. Fitch believes Azorra's
leverage target is appropriate relative to its fleet quality and
business profile evolution.
Reliance on Secured Funding: Azorra mainly relies on secured,
wholesale borrowings, with a 100% of its total debt currently
secured. The planned $500 million senior unsecured debt issuance is
expected to increase unsecured debt to around 30% of total debt,
proforma, at June 30, 2024, as proceeds will be used to paydown
secured debt. This funding mix aligns with Fitch's 'bb' category
funding, liquidity and coverage benchmark range of 20%-75% for
balance sheet intensive finance and leasing companies with a SROE
in the 'bbb' category.
Failure to execute the unsecured transaction, such that unsecured
debt represents at least 20% of total debt by year-end 2024, could
result in a one-notch downgrade of the expected rating.
Sound Liquidity Position: Fitch anticipates that Azorra will have
solid near-term liquidity. Resources as of June 30, 2024, included
$71 million of unrestricted cash and $1.1 billion of available
capacity under its committed warehouse and revolving credit
facilities. Additionally, Fitch expects Azorra to generate
annualized operating cash flows of more than $200 million over the
next 12 months. Collectively, this provides 1.5x liquidity coverage
of $1.1 billion of contracted aircraft purchases and upcoming debt
maturities over the next 12 months.
However, liquidity coverage might reduce modestly over the year as
purchase opportunities are identified. Fitch believes there is
minimal refinancing risk, given the modest level of debt maturity
walls in the near term.
Stable Outlook Reflects Improved Funding Flexibility: The Stable
Rating Outlook reflects Fitch's expectation for improved funding
flexibility. Fitch also expects Azorra to manage its balance sheet
and maintain sufficient headroom relative to its targeted leverage
range and Fitch's negative rating sensitivities over the Outlook
horizon. This is despite Fitch's expectation for higher for longer
interest rates and elevated inflation.
The Stable Outlook also reflects expectations for solid asset
quality metrics and stable operating cash flows. Additionally,
Fitch expects a sound liquidity position, especially given Azorra's
sizeable order book for regional and small narrowbody aircraft.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Upon the execution of the term loan B and the unsecured debt
issuance, Fitch would expect to convert Azorra's expected Long-Term
IDR to a final IDR. Failure to execute on the secured funding and
unsecured debt issuance could result in the expected ratings being
withdrawn or downgraded;
- Azorra's expected IDR could be downgraded by one-notch should the
company not access the unsecured debt market by YE24, such that
unsecured debt accounts for at least 20% of total debt, as this
would imply a fully secured funding profile with limited funding
flexibility and unencumbered assets;
- Weakening of the company's projected long-term cash flow
generation, net spreads below 5%, and liquidity coverage falling
below 1.0x and/or a sustained increase in leverage above 3.0x;
- Macroeconomic and/or geopolitical driven headwinds that pressure
airlines and lead to lease restructurings, rejections, lessee
defaults and increased losses would also be rating negative;
- Azorra's ownership by fixed-life private funds could also
contribute to negative rating action if it leads to elevated
capital extractions, or if a forced sale of the company at fund
maturity impairs Azorra's financial profile, franchise or long-term
strategic direction;
- Any key person event involving CEO and Chairman John Evans would
not lead to an immediate downgrade of Azorra's ratings. However,
Fitch would evaluate the event's impact on the firm's strategic
direction and industry relationships before taking any rating
actions.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- If Azorra closes the secured term loan B and accesses the
unsecured debt markets by YE24, its ratings could improve over
time. Positive influences would include solid execution of planned
growth targets and long-term strategic financial objectives,
including maintenance of leverage within the targeted range.
- The ratings could also benefit from enhanced scale, as exhibited
by lessee diversification, reduced exposure to weaker airlines,
maintenance of low impairment ratios, and reduction in the
proportion of tier 3 aircraft.
- An upgrade could also depend on achieving net spreads exceeding
7% over a sustained period, unsecured debt approaching or exceeding
35%, and liquidity coverage remaining above 1.2x.
- Any potential rating upgrade would also consider potential
governance and conflict of interest risks associated with Azorra's
externally managed business model, limited number of independent
board members and ownership by a fixed-life private fund
structure.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The expected senior secured debt rating is one-notch above Azorra's
expected Long-Term IDR and reflects the aircraft collateral backing
the obligations, which suggest good recovery prospects.
The expected senior unsecured debt rating is equalized with
Azorra's expected Long-Term IDR and reflects expectations for
average recovery prospects in a stress scenario given the
availability of unencumbered assets.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The expected senior secured debt rating is primarily sensitive to
changes in Azorra's Long-Term IDR and secondarily to the relative
recovery prospects of the instruments.
The expected senior unsecured debt rating is primarily sensitive to
changes in Azorra's Long-Term IDR and secondarily to the relative
recovery prospects of the instruments. A decline in unencumbered
asset coverage, combined with a material increase in secured debt,
relative to proforma plans, could result in the notching of the
unsecured debt down from the Long-Term IDR.
ADJUSTMENTS
The Standalone Credit Profile (SCP) has been assigned in line with
the implied SCP.
The Asset Quality score has been assigned below the implied score
due to the following adjustment reason (s): Concentrations; asset
performance (negative), Risk profile and business model
(negative).
The Earnings & Profitability score has been assigned below the
implied score due to the following adjustment reason: Historical
and future metrics (negative).
The Capitalization & Leverage score has been assigned below the
implied score due to the following adjustment reason: Historical
and future metrics (negative).
The Funding, Liquidity & Coverage score has been assigned above the
implied score due to the following adjustment reason: Historical
and future metrics (positive).
ESG Considerations
Azorra has an ESG Relevance Score of '4' for Management Strategy
due to the execution risk associated with the operational
implementation of the company's outlined strategy. This has a
negative impact on the credit profile and is relevant to the
ratings in conjunction with other factors.
Azorra has an ESG Relevance Score of '4' for Governance Structure
due to the potential governance and conflict of interests associate
with Azorra's externally-managed business model, and ownership by a
fixed-life private fund structure. This also reflects key man risk
related to its CEO and Chairman John Evans, who is leading the
growth and strategic direction of the company. This has a negative
impact on the credit profile and is relevant to the ratings 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
----------- ------
Azorra Aviation
Holdings, LLC LT IDR BB-(EXP) Expected Rating
Azorra Finance
Limited
senior
unsecured LT BB-(EXP) Expected Rating
Azorra SOAR TLB
Finance Limited
senior secured LT BB(EXP) Expected Rating
BADGER MUTUAL: A.M. Best Puts C++(Marginal) FSR Under Review
------------------------------------------------------------
AM Best has placed under review with positive implications the
Financial Strength Rating of C++ (Marginal) and the Long-Term
Issuer Credit Rating of "b+" (Marginal) of Badger Mutual Insurance
Company (Badger) (Milwaukee, WI).
The Credit Ratings (ratings) have been placed under review with
positive implications following the announcement that Badger and
Rural Mutual Insurance Company (Rural) have entered into an
affiliation agreement. The new relationship is expected to improve
Badger's position as Rural has a much larger capital base and
provides a level of expertise in a key state that Badger already
writes business in. Each company will continue to function
separately affording continuity in operations and brand recognition
with long standing roots in the community. The affiliation remains
subject to regulatory approval, with an anticipated close in
January 2025. Notably, the affiliation agreement includes a quota
share agreement, wherein Badger will cede premiums and losses to
Rural. There is also an accompanying cost sharing agreement,
further enhancing efficiencies.
This affiliation comes on the heels of significant volatility in
Badger's operating performance in 2022 and 2023, which contributed
to significant erosion in the company's surplus position, primarily
impacted by elevated weather losses. In response, Badger pursued
several corrective actions including double-digit rate increases,
mandatory wind and hail deductibles and implementing roof actual
cash value schedules, as well as curtailing unfavorable risks.
Through the first half of 2024, results have improved comparatively
since the prior year, as efforts appear to gain traction. The
ratings will remain under review with positive implications until
the transaction closes, including customary regulatory approvals,
and until AM Best completes its evaluation of the new relationship
post transaction.
BARROW SHAVER: Committee Taps Riveron RTS as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of Barrow Shaver
Resources Company, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Riveron RTS, LLC
as financial advisor.
The firm's services include:
a. assistance in the analysis, review and monitoring of the
restructuring process, including, but not limited to an assessment
of potential recoveries for general unsecured creditors;
b. assistance in the assessment and monitoring of any sales
process conducted on behalf of the Debtor and analysis of proposed
consideration;
c. assistance in the review of financial information prepared
by the Debtor, including, but not limited to, cash flow projections
and budgets, business plans, cash receipts and disbursement
analysis, asset and liability analyses, and the economic analysis
of any proposed transactions for which Court approval is sought;
d. assistance in the review of any potential debtor in
possession facility, including but not limited to, evaluating
liquidity needs and DIP Facility sizing and structure;
e. assistance with the review of any tax issues associated
with, but not limited to, preservation of net operating losses,
refunds due to the Debtor, plans of reorganization, and asset
sales;
f. assistance with the review of the Debtor's analysis of
business assets, the potential disposition or liquidation of the
same, and assistance regarding the review and assessment of any
sales process relating to same;
g. assistance with the review and validation of asserted
liens, mortgages or security interests against the Debtor or the
Debtor's assets and related analysis of unencumbered assets;
h. attendance at meetings and assistance in discussions with
the Debtor, potential investors, potential buyers, any Ad Hoc
Committees, the Committee and any other official committees
organized in this chapter 11 proceeding, the U.S. Trustee, other
parties in interest and professionals hired by the same, as
requested;
i. assistance in the review of financial related disclosures
required by the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
j. assistance with the review of the affirmation or rejection
of various executory contracts;
k. assistance in the evaluation, analysis and forensic
investigation of avoidance actions, including fraudulent
conveyances and preferential transfers and certain transactions
between the Debtor and affiliated entities;
l. assistance in the prosecution of Committee
responses/objections to the Debtor's motions, including attendance
at depositions and provision of expert reports/testimony on case
issues as required by the Committee;
m. provision of such other general business consulting or such
other assistance as the Committee or its counsel may deem necessary
that are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this
proceeding; and
n. assistance and support in the evaluation of restructuring,
sale and liquidation alternatives.
The firm will be paid at these hourly rates:
Managing Director to
Senior Managing Director $710 to $1,160
Director to Senior Director $620 to $885
Manager to Associate Director $565 to $685
Associate to Senior Associate $460 to $585
Paraprofessional to Analyst $275 to $390
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jerry Levin, a Director at Riveron RTS, LLC, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jerry Levin
Riveron RTS, LLC
461 Fifth Avenue 12th Floor
New York, NY 10017
Tel: (917) 386-7063
About Barrow Shaver Resources Company
Barrow Shaver Resources Company, LLC is a privately held,
independent oil and gas exploration and acquisition company based
in Tyler, Texas. Barrow Shaver is engaged in prospect generation,
producing properties acquisition, lease acquisition, assembly and
marketing of prospects for the exploration and development of oil
and natural gas in the prolific producing trends of the East Texas
and West Texas Basins.
Barrow Shaver Resources Company sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-33353) on
Aug. 19, 2024. In the petition signed by James Katchadurian, chief
restructuring officer, the Debtor disclosed up to $100 million in
both assets and liabilities.
Judge Alfredo R. Perez oversees the case.
The Debtor tapped Jones Walker LLP as counsel, CR3 Partners, LLC as
financial advisor, and Kroll Restructuring Administration, LLC as
claims, noticing, and solicitation agent.
BAWT ENTERPRISES: Loses Speedy Chapter 11 Exit Bid
--------------------------------------------------
Alex Wittenberg of Law360 Bankruptcy Authority reports that BAWT
Enterprises LLC, the parent company of climate-data firm Athenium
Analytics, on Thursday, October 3, 2024, failed to persuade a
Delaware bankruptcy judge to let it seek confirmation of a Chapter
11 restructuring just 15 days after opening its case, with a
dissenting creditor's protests gumming up the speedy exit plan.
About BAWT Enterprises
BAWT Enterprises LLC is the New Hampshire-based parent company of
climate data analytics firm Athenium Analytics.
BAWT was originally founded as weather Analytics LLC by William
Pardue and two colleagues in 2012 to create decision-support and
data-retrieval tools on top of a vast collection of proprietary
atmospheric, weather and topographical data.
Athenium, Inc., was founded in 1997 and proudly grew its reputation
as an innovative insurance software company. In 2018, Weather
Analytics acquired Athenium Inc., and created Athenium Analytics
LLC, now BAWT Enterprises LLC, and Athenium LLC, an operating
company.
BAWT Enterprises is a holding company whose two principal assets
consists of (a) its ownership interests in Grass Wall Holdings,
Inc., a wholly owned company which owns 17.98 percent of Athenium
LLC ("ALLC"), and (b) direct ownership interests in ALLC of 82.02
percent.
BAWT Enterprises LLC sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 24-12215) on Sept. 27,
2024. In the petition filed by CEO Bill Pardue, the Debtor
estimated assets and liabilities between $10 million and $50
million.
CULHANE PLLC (formerly known as Culhane Meadows) is the Debtor's
counsel. BMC Group is the claims agent.
BILEN PROPERTIES: Hires Mcnamee Hosea P.A. as Counsel
-----------------------------------------------------
Bilen Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to employ Mcnamee Hosea, P.A., as
counsel.
The firm's services include:
a. providing the Debtor legal advice with respect to its
powers and duties as a debtor in possession and in the operation of
its business and management of its property;
b. preparing any necessary applications, answers, orders,
reports and other legal papers, and appearing on the Debtor's
behalf in proceedings instituted by or against the Debtor;
c. assisting the Debtor in the process of selling its property
and/or the confirmation of a plan and approval of a disclosure
statement;
d. assisting the Debtor with other legal matters;
e. performing all of the legal services for the Debtor that
may be necessary or desirable herein.
The firm will charge the Debtor for its legal services in
accordance with its ordinary and customary rates.
Mcnamee Hosea, P.A will be paid a retainer in the amount of
$7,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Justin P. Fasano, Esq., a partner at McNamee Hosea, P.A., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Justin P. Fasano, Esq.
McNamee Hosea, P.A.
6404 Ivy Lane, Suite 820
Greenbelt, MD 20770
Tel: (301) 441-2420
Email: jfasano@mhlawyers.com
About Bilen Properties, LLC
Bilen Properties LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-18086) on
Sept. 26, 2024. In the petition signed by Aaron Eyob, as managing
member, the Debtor estimated assets and liabilities between
$500,000 and $1 million.
Stephen Metz has been appointed as Subchapter V Trustee.
The Debtor is represented by:
Justin Philip Fasano, Esq.
McNamee Hosea, P.A.
2227 Bel Pre Road
Silver Spring, MD 20906
BIOLASE INC: Gets Court Okay for Interim DIP Financing
------------------------------------------------------
Dorothy Ma of Bloomberg Law reports that Biolase won approval for
interim debtor-in-possession financing Thursday, two days after its
Chapter 11 filing.
The California maker of dental lasers will get a DIP loan of at
least $5m from pre-petition lender SWK Funding, according to court
papers.
A bidding-procedure hearing will be held on October 17, 2024,
according to Judge Karen B. Owens.
Sonendo subsidiary PIPStek agreed to serve as the stalking horse
bidder to buy substantially all assets for $14m in cash plus
litigation value and the assumption of some liabilities.
PIPStek filed a lawsuit against Biolase last year, alleging a
Biolase laser infringes on several patents.
About Biolase Inc.
BIOLASE -- http://www.biolase.com-- is a provider of advanced
laser systems for the dental industry. The Company develops,
manufactures, markets, and sells laser systems that provide
significant benefits for dental practitioners and their patients.
The Company's proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications. The Company's laser systems are designed to provide
clinically superior results for many types of dental procedures
compared to those achieved with drills, scalpels, and other
conventional instruments.
Irvine, Calif.-based Macias Gini & O'Connell, LLP, the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company has suffered
recurring losses from operations and has had negative cash flows
from operations for each of the three years ended Dec. 31, 2023.
This raises substantial doubt about the Company's ability to
continue as a going concern.
BLACK OAK: Hires Law Offices of Robert K. Kent as Counsel
---------------------------------------------------------
Black Oak Global, LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ Law Offices of
Robert K. Kent as general bankruptcy counsel.
The firm will provide:
a. advice and assistance regarding compliance with the
requirements of the United States Trustee;
b. advice regarding matters of bankruptcy law, including the
rights and remedies of the debtor in regard to its assets and with
respect to the claims of creditors;
c. advice regarding cash collateral matters;
d. examinations of witnesses, claimants or adverse parties
and to prepare and assist in the preparation of reports, accounts
and pleadings;
e. advice concerning the requirements of the Bankruptcy Code
and the applicable rules;
f. assistance with the negotiation, formulation,
confirmation, and implementation of a Chapter 11 plan of
reorganization; and
g. appearances in the Bankruptcy Court on behalf of the
Debtor; and to take such other action and to perform such other
services as the Debtor may require.
The firm will be paid at the rate of $600 per hour.
The firm will be paid a retainer in the amount of $50,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert K. Kent, Esq., a partner at Law Offices of Robert K. Kent,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Robert K. Kent, Esq.
Law Offices of Robert K. Kent
578 Washington Boulevard, Suite 830
Marina Del Rey, CA 90292
Tel: (310) 597-1622
Email: rkentlaw@gmail.com
About Black Oak Global
Black Oak Global LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12016) on August 12,
2o24. In the petition filed by Ronald L. Meer, manager of Black Oak
Global, LLC, the Debtor reports estimated assets and liabilities
between $1 million and $10 million each.
The Debtor is represented by:
Robert K. Kent, Esq.
LAW OFFICES OF ROBERT K. KENT
578 Washington Blvd., Suite 380
Marina del Rey, CA 90292
Tel: (310) 597-1622
Email: rkentlaw@gmail.com
BLUE RIBBON: Moody's Cuts CFR to 'Caa2', Outlook Negative
---------------------------------------------------------
Moody's Ratings downgraded Blue Ribbon, LLC's (Blue Ribbon, or
Pabst) Corporate Family Rating to Caa2 from B3, Probability of
Default Rating to Caa2-PD from B3-PD, and the ratings on the senior
secured revolver and term loan credit facilities to Caa2 from B3.
The rating outlook remains negative.
The CFR downgrade to Caa2 reflects Moody's expectation of weak
liquidity that increases the risk of a default. Free cash flow is
expected to remain negative for the second half of 2024 and
revolver availability is limited by financial covenants. Moody's
expect that debt to EBITDA leverage will likely increase to at
least the high teens range by the end of 2024 from approximately
15x as of LTM June 2024 as the company continues to face the impact
of supply chain challenges that have cut margins and operating cash
flows. Operational challenges and inefficiencies related to the
production transition to City Brewing Company, LLC (City Brewing)
from Molson Coors are greater than expected, and a labor strike at
Molson Coors' Ft. Worth Texas facility from February to May further
led to lost volume and sales due to distributor out of stocks,
despite good end consumer demand. These factors contributed to a
major miss versus the original budget. The strike also contributed
to increased logistics costs.
Moody's expect some recovery in the second half of 2024 including a
benefit from restocking distributors now that production has
resumed. However, the loss of production before the peak 2024
summer selling season means that some sales opportunity was
permanently lost and operating margins are well below historical
levels. Although Moody's had expected 2024 to be challenging due to
the transition of production to City Brewing, the magnitude of the
difficulties and cash drain was exacerbated by the strike as well
as unexpectedly higher costs related to the transition.
RATINGS RATIONALE
Blue Ribbon's Caa2 CFR reflects its high leverage, volume declines
in the mostly mature beer portfolio, negative free cash flow in
2024 and weak liquidity that elevates the risk of a distressed
exchange or other default. The rating is also constrained by the
company's small scale compared with much larger brewing peers, and
its heavy reliance on its largest brand, Pabst Blue Ribbon (PBR),
which accounts for nearly half of sales which has grown recently
but has historically seen volume declines. Production will be fully
transitioned to City Brewing by the end of the 2024 calendar year,
after which Moody's expect costs to decline, margins to begin to
recover and debt to EBITDA leverage to improve to approximately 8x
by year end 2025 with positive free cash flow. However, Moody's
expect the company will be challenged to meet its mandatory annual
term loan amortization of $18.4 million given the availability
restrictions triggered by high leverage under its $68 million
revolver. There are risks around margin recovery if the cadence and
efficiency of City Brewing's production does not improve.
Furthermore, the potential for meaningful monetization of the
remaining Irwindale property, which would provide cash inflow that
would reduce leverage, is still uncertain, and the timing of any
such transaction is likely to be too distant to help with the
immediate liquidity needs. Over the longer run, the company expects
to expand margins by shifting to a more premium product mix,
managing overhead costs, and through pricing. Moody's lowered the
company's financial policy and risk management score to 5 from 4,
the governance issuer profile score to G-5 from G-4, and the credit
impact score to CIS-5 from CIS-4. The revisions are indicative of
the company's high leverage and weak liquidity that increase the
risk of distressed exchange or other debt restructuring. The CIS-5
indicates that the rating is lower than it would have been if ESG
risk exposures did not exist and that the negative impact is more
pronounced than for issuers scored CIS-4. Environmental (E-3) and
social risks (S-4) are present and are scored similarly to other
companies across the alcoholic beverage sector but overall are
lesser factors than the governance risks driving the CIS-5.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative rating outlook reflects Moody's expectation that Blue
Ribbon will be liquidity constrained in the near term despite
having ended Q2 with $9 million cash and an undrawn revolver. Cash
burn in the back half of the year is likely to be significant, and
Moody's believe that it will need more than the $10.2 million that
it can access under the revolver without springing its covenant
(which it cannot currently meet). The negative outlook also
reflects concerns about the company's ability to grow operating
profits going forward given the long term volume declines in many
of its core owned brands and a less favorable pricing environment
after recent inflation-driven price increases. The company is
working on working capital and other opportunities to minimize the
cash burn, but the success of these initiatives is unclear.
The ratings could be downgraded if there is a further deterioration
in liquidity, operating performance fails to improve, or if the
company fails to restore positive free cash flow by 2025.
Operational difficulties in transitioning to a new co-packer or
failure to improve efficiencies once transitioned, failure to grow
new third party relationships to become more profitable, leveraged
acquisitions or dividend distributions could also lead to a
downgrade.
The ratings could be upgraded if the company can demonstrate
meaningful, and repeatable positive free cash flow, higher margins,
and achieve lower leverage that would free up availability under
the revolver. Blue Ribbon would also need to successfully execute
on its growth strategies to support sustained top line and
operating profit expansion.
Profile
Headquartered in San Antonio, TX, Blue Ribbon, LLC (parent company
of Pabst Brewing Company) markets and sells a portfolio of iconic
American beer brands. Major brands in the company's portfolio
include its flagship Pabst Blue Ribbon, Lone Star, Rainier, Old
Milwaukee, Colt 45, Schlitz and Not Your Fathers. The company also
has Brown Forman's Jack Daniels Country Cocktails US business on
its platform. The company is owned by Blue Ribbon Partners, LLC, an
investment platform led by American beverage entrepreneur Eugene
Kashper. Annual net sales are over $500 million.
The principal methodology used in these ratings was Alcoholic
Beverages published in December 2021.
CACI INTERNATIONAL: S&P Rates Proposed $750MM Term Loan B 'BB+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery
ratings to CACI International Inc.'s proposed $750 million term
loan B due in 2031, in line with the company's existing first-lien
debt. The '3' recovery rating indicates its expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery in the event
of a default.
S&P expects CACI will use the proceeds from the additional debt,
along with cash drawn from its revolving credit facility, to fund
its purchase of Azure Summit.
S&P's 'BB+' issuer credit rating on CACI is unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- CACI's proposed capital structure will consist of a $1.225
billion term loan A ($1.13 billion outstanding at close) due
December 2026 and a $1.975 billion revolver ($1.26 billion drawn at
close) due December 2026 and the proposed $750 million term loan B
due 2031. CACI also has a $250 million account receivables
securitization facility through December 2024, which we treat as a
priority claim.
-- S&P values the company on a going-concern basis using a 5x
multiple of its projected emergence EBITDA and assume SOFR of 2.5%
at default.
Simulated default assumptions
-- Simulated year of default: 2029
-- EBITDA at emergence: $419 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.99
billion
-- Valuation split (obligors/non-obligors): 97%/3%
-- Priority claims: $219 million
-- Collateral value available to secured creditors: $1.75 billion
-- Secured first-lien debt claims: $3.49 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
Note: All debt amounts include six months of prepetition interest.
CADUCEUS PHYSICIANS: Gets Interim OK to Use Cash Collateral
-----------------------------------------------------------
Caduceus Physicians Medical Group and Caduceus Medical Services,
LLC received interim court approval to use cash collateral to fund
their business operations.
The interim order penned by Judge Theodor Albert of the U.S.
Bankruptcy Court for the Central District of California authorized
the healthcare providers to use the cash collateral of their
secured creditors pursuant to a court-approved budget, with a 10%
variance.
The secured creditors include BMO Harris Bank, LendSpark
Corporation, Despierta LLC, and Austin Business Finance LLC, doing
business as Backd. These creditors hold a lien on accounts
receivable and other personal property owned by the healthcare
providers, which constitute the creditors' cash collateral.
As protection, the court granted the secured creditors replacement
liens equivalent to their pre-bankruptcy liens and security
interests.
In addition, BMO will receive payments as adequate protection in
accordance with the budget. Backd and LendSpark agreed to defer all
payments for 16 weeks while Despierta agreed to defer all payments
to January 2025.
A final hearing is scheduled for Dec. 4.
About Caduceus
Caduceus Physicians Medical Group is a physician owned and managed
multi-specialty medical group with locations in Yorba Linda,
Anaheim, Orange, Irvine, and Laguna Beach. It specializes in
primary care, pediatrics, and urgent care.
Caduceus Physicians Medical Group and Caduceus Medical Services,
LLC filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No.
24-11946) on August 1, 2024. The petitions were signed by Howard
Grobstein as chief restructuring officer.
At the time of the filing, Caduceus Physicians reported $1 million
to $10 million in both assets and liabilities while Caduceus
Medical reported up to $50,000 in both assets and liabilities.
Judge Theodor Albert presides over the cases.
David A. Wood, Esq., at Marshack Hays Wood, LLP represents the
Debtors as legal counsel.
CAESARS ENTERTAINMENT: Moody's Rates New $1BB Unsecured Notes 'B3'
------------------------------------------------------------------
Moody's Ratings assigned a B3 rating to Caesars Entertainment,
Inc.'s proposed $1 billion senior unsecured notes. The company's
ratings remain unchanged, including the B1 Corporate Family Rating
and B1-PD Probability of Default Rating. The outlook remains
stable.
Net proceeds from the proposed $1 billion senior unsecured notes
will be used to refinance a portion of the company's senior
unsecured notes due 2027, as well as pay related fees, expenses and
related premiums and accrued interest.
RATINGS RATIONALE
Caesars Entertainment, Inc.'s B1 CFR reflects the size and
diversification of the company's operations both on the Las Vegas
Strip and regionally throughout the US. The company's brand
strength and recognition, sizeable Caesars Rewards program and
database, and very good liquidity are additional key credit
strengths. The rating is constrained by the company's high, yet
improved, leverage levels and the need to continue to grow and
improve the profitability of Caesars Digital. Caesars remains
exposed to cyclical discretionary consumer spending trends in its
regional and Las Vegas markets.
The stable outlook reflects the strong performance of the business
and improved profitability of its digital business. The stable
outlook also incorporates the company's very good liquidity and
Moody's expectation for leverage to continue to come down from
current levels as the business performs and debt is reduced from
free cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Ratings could be upgraded if the company continues to grow revenue
and earnings and generate strong positive free cash flow, with
debt-to-EBITDA leverage sustained below 5x.
Ratings could be downgraded if liquidity deteriorates or if Moody's
anticipate Caesars' earnings will decline due to reduced visitation
or reductions in discretionary consumer spending at the company's
casinos and online operations. Ratings could also be downgraded if
the company's debt-to-EBITDA leverage is sustained over 6.5x on a
consolidated basis or if free cash flow is weak or negative
excluding major development projects.
Caesars Entertainment, Inc. is a publicly-traded company that owns
and operates 53 domestic gaming properties in 18 states with
approximately 51,000 slot machines, video lottery terminals
("VLTs") and e-tables, approximately 2,800 table games and
approximately 44,900 hotel rooms. Reported revenue for the last
twelve months ended June 30, 2024 was over $11.4 billion.
The principal methodology used in this rating was Gaming published
in June 2021.
CAMBRIDGE WARREN: Seeks to Hire Bresset & Santora as Attorney
-------------------------------------------------------------
Cambridge Warren, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Pennsylvania to hire Bresset & Santora,
LLC as attorney.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
as a debtor in possession in the continued management and operation
of the Debtor's business and property;
b. advising and consulting on the conduct of this Chapter 11
Case;
c. attending meetings and negotiating with representatives of
creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the
Debtor's estate;
e. preparing pleadings, including motions, applications,
answers, orders, reports, and papers necessary or otherwise
beneficial to the administration of the estate;
f. obtaining authority to continue using cash collateral and
obtaining post-petition financing;
g. appearing before the court and any appellate courts;
h. advising the Debtor in relation to its affiliates and
management company;
i. taking any necessary action to negotiate, prepare and
obtain approval of a disclosure statement and confirmation of a
chapter 11 plan and all related documents; and
j. performing all other necessary legal services.
The firm will charge $250 per hour for its services.
The firm received a retainer in the amount of $12,000.
Stephen G. Bresset, Esq., a partner in Bresset & Santora, disclosed
in a court filing that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Stephen G. Bresset, Esq.
Bresset & Santora, LLC
812 Court Street
Honesdale, PA 18431
Telephone: (570) 253-5953
Facsimile: (570) 253-2926
Email: sbresset@bressetsantora.com
About Cambridge Warren, LLC
Cambridge Warren, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
24-012454) on September 27, 2024, listing up to $50,000 in assets
and liabilities.
Judge Mark J Conway presides over the case.
Ronald V. Santora, Esq. at Bresset And Santora represents the
Debtor as counsel.
CAPELLA HOSPITALITY: Seeks Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Capella Hospitality LLC filed Chapter 11 protection in the Northern
District of Georgia. According to court filing, the Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 1, 2024 at 9:00 a.m. in Room Telephonically on telephone
conference line: 866-643-3080. participant access code: 1614372.
About Capella Hospitality LLC
Capella Hospitality LLC operates hotels and motels.
Capella Hospitality LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-21224) on September
30, 2024. In the petition filed by Edward Fernandez, as member, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
The Debtor is represented by:
William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmont Road Suite 350
Atlanta, GA 30329
Tel: 404-584-1238
Email: wrountree@rlkglaw.com
CARROLLCLEAN LLC: Seeks to Tap Spector & Cox as Bankruptcy Counsel
------------------------------------------------------------------
CarrollCLEAN, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Texas to hire Spector & Cox, PLLC as its
counsel.
The firm's services include:
(a) providing legal advice with respect to their powers and
duties as Debtor-in-possession;
(b) preparing and pursuing confirmation of a plan and approval
of a disclosure statement;
(c) preparing on behalf of the Debtor necessary applications,
motions, answers, orders, reports and other legal papers;
(d) appearing in Court and protecting the interests of the
Debtor before the Court; and
(e) performing all other legal services for the Debtor which
may be necessary and proper in these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Howard Marc Spector $435
Sarah M. Cox $395
Paralegals $145
The firm received a retainer of $35,000 from the Debtor.
Howard Marc Spector, Esq., a member of Spector & Cox, disclosed in
a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Howard Marc Spector, Esq.
Sarah M. Cox, Esq.
SPECTOR & COX, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (214) 365-5377
Facsimile: (214) 237-3380
Email: hspector@spectorcox.com
sarah@spectorcox.com
About CarrollCLEAN, LLC
CarrollCLEAN, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-42039) on August
29, 2024, listing up to $50,000 in both assets and liabilities.
Judge Brenda T Rhoades presides over the case.
Howard Marc Spector, Esq. at Spector & Cox, PLLC represents the
Debtor as counsel.
CELEBRATION TITLE: Seeks to Hire Shutts & Bowen as Special Counsel
------------------------------------------------------------------
Celebration Title Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Shutts
& Bowen LLP as special litigation counsel.
The firm will represent the Debtor in a legal dispute attendant to
recovery of stolen/misappropriated money from Kathryn Gail
Douglas.
The firm will charge $500 per hour for its services.
As disclosed in court filings, Shutts & Bowen is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas S. Cargill, Esq.
Shutts & Bowen LLP
300 South Orange Avenue, Suite 1600
Orlando, FL 32801
Telephone: (407) 423-3200
Facsimile: (407) 425-8316
Email: tcargill@shutts.com
Email: dreyes@shutts.com
About Celebration Title Group
Celebration Title Group, LLC, a company in Kissimmee, Fla., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 24-04600) on August 29, 2024, with $1
million to $10 million in both assets and liabilities. Amanda C.
Douglas, manager, signed the petition.
Judge Lori V. Vaughan presides over the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP
represents the Debtor as legal counsel.
CELSIUS NETWORK: Chapter Judge Okays Creditor Deal
--------------------------------------------------
Vince Sullivan of Law360 reports that a New York bankruptcy judge
on Thursday, October 3, 2024, approved a settlement proposed by
reorganized debtor Celsius Network that will provide digital asset
recoveries to its corporate creditors, finding the agreement,
achieved through mediation, did not modify the company's confirmed
Chapter 11 plan.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. 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 and Kirkland & Ellis
International, LLP as bankrupty counsels; 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.
CINNAMINSON MECHANICAL: Nicole Nigrelli Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Nicole Nigrelli,
Esq., at Ciardi, Ciardi & Astin as Subchapter V trustee for
Cinnaminson Mechanical Contractors, Inc.
Ms. Nigrelli 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. Nigrelli declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Nicole M. Nigrelli, Esq.
Ciardi, Ciardi & Astin
1905 Spruce Street
Philadelphia, PA 19103
Phone: (215) 557-3550 ext. 115
Email: nnigrelli@ciardilaw.com
About Cinnaminson Mechanical Contractors
Cinnaminson Mechanical Contractors, Inc. filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 24-18910) on Sept. 9, 2024, listing under $1
million in both assets and liabilities.
The Law Offices of Daniel Reinganum represents the Debtor as
counsel.
COASTAL VENTURES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Coastal Ventures I LLC
1048 Irvine Avenue, No. 1550
Newport Beach, CA 92660
Chapter 11 Petition Date: October 8, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-12553
Judge: Hon. Scott C Clarkson
Debtor's Counsel: Robert K. Kent, Esq.
LAW OFFICES OF ROBERT K. KENT
578 Washington Boulevard, Suite 830
Marine Del Rey, CA 90292
Tel: (310) 597-1622
E-mail: rkentlaw@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald L. Meer as manager.
The Debtor listed Ultralight Residential Solar, LLC as its sole
unsecured creditor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/K6PFPDA/Coastal_Ventures_I_LLC__cacbke-24-12553__0001.0.pdf?mcid=tGE4TAMA
CONFLUENT MEDICAL: S&P Rates Repriced Secured Term Loan Rated 'B'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Confluent Medical Technologies Inc.'s amended
$514 million first-lien senior secured term loan. The '3' recovery
rating indicates its expectation for meaningful recovery (50%-70%;
rounded estimate: 50%) in the event of a payment default.
The transaction is leverage neutral, and S&P expects it will reduce
annual interest expense by about $2.5 million. The transaction also
extends the revolver maturity by two years to February 2029.
S&P said, "Our 'B' issuer credit rating and stable outlook on
Confluent are unchanged. The stable outlook on Confluent reflects
our expectation that its leverage will remain at about 5x. We
expect the company will continue to increase revenue and expand
EBITDA margins. However, the company's relatively low free
operating cash flow (FOCF) generation, its private-equity
ownership, and our expectations that the company may pursue
debt-funded acquisitions to support its future growth limit the
ratings upside. We believe these factors could bring leverage above
5x in the longer term."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors:
-- Confluent Medical's capital structure comprises a $75 million
revolving credit facility and a $514 million first-lien term loan
both due February 2029.
-- S&P said, "Our simulated default scenario assumes a default
occurring in 2027 stemming from an unexpected economic downturn
that leads to significant contract cancellations and lost revenue.
We believe Confluent would remain a viable business and would
therefore restructure rather than liquidate following a
hypothetical payment default."
-- S&P assumes the revolver will be 85% drawn with a base rate of
250 basis points at default.
-- S&P used an enterprise valuation methodology to evaluate the
company's recovery prospects. Specifically, it valued Confluent on
a going-concern basis using a 5.5x multiple, which is consistent
with the multiples we use for its peers.
Simulated default assumptions:
-- Year of default: 2027
-- EBITDA at emergence: Approximately $57 million
-- EBITDA multiple: 5.5x
-- Jurisdiction: U.S.
Simplified waterfall:
-- Net enterprise value (after 5% administrative costs):
Approximately $298 million
-- Valuation split (obligors/nonobligors): 45%/55%
-- Total value (from collateral and unpledged value) available to
secured creditors: Approximately $297 million ($240 million and $57
million, respectively)
-- Secured first-lien debt: Approximately $583 million
--Recovery expectations: 50%-70% (rounded estimate: 50%)
CONN'S INC: Gets Court Okay for $2.9Mil. Executive Bonus in Ch. 11
------------------------------------------------------------------
Emlyn Cameron of Law360 Bankruptcy Authority reports that a Texas
bankruptcy judge said Wednesday, October 2, 2024, he would approve
a proposed $2.9 million bonus package for eight executives at
bankrupt retailer Conn's Inc. once a revised order was filed,
despite an objection from the U.S. Trustee's Office as to the
packages utility.
About Conn's, Inc.
Conn's, Inc., is a retailer of home goods and furniture in The
Woodlands, Texas.
Conn's and its affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on
July 23, 2024. In its petition, Conn's reported $1 billion to $10
billion in both assets and liabilities.
Judge Jeffrey P. Norman oversees the cases.
The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as
legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG
Capital Advisors, LLC as interim management services provider.
Epiq Corporate Restructuring, LLC, is the Debtors' notice and
claims agent.
CONN'S INC: Wants Court to Approve $360-Mil. Bid from Jefferson
---------------------------------------------------------------
Rick Archer of Law360 Bankruptcy Authority reports that retail
chain Conn's has asked a Texas bankruptcy judge for permission to
accept a $360 million baseline bid to purchase its assets,
including the company's portfolio of consumer installment loans,
from debt collector Jefferson Capital Systems LLC.
About Conn's, Inc.
Conn's, Inc., is a retailer of home goods and furniture in The
Woodlands, Texas.
Conn's and its affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on
July 23, 2024. In its petition, Conn's reported $1 billion to $10
billion in both assets and liabilities.
Judge Jeffrey P. Norman oversees the cases.
The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as
legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG
Capital Advisors, LLC as interim management services provider.
Epiq Corporate Restructuring, LLC, is the Debtors' notice and
claims agent.
CONSTELLATION RENEWABLES: S&P Affirms 'B+' ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating (ICR) on
Constellation Renewables LLC (CR). The affirmation is based on its
expectation that CR will continue operating in line with its
projections, supported by the recovery of subprime wind conditions
and incremental cash from repowering assets, despite a temporary
decrease in cash sweep in 2024.
S&P said, "At the same time, we affirmed our 'BB-' issue-level
rating on CR's $750 million term loan B (TLB) due 2027. The TLB
outstanding as of June 30, 2024, was approximately $630 million.
The recovery rating is unchanged at '2', indicating our expectation
of substantial (70%-90%; rounded estimate: 70%) recovery in the
event of a default.
"The stable outlook reflects our expectation that CR's portfolio
will operate in line with its budget and generate predictable cash
flows to support the company's debt obligations over our 12-month
outlook horizon.
"We expect historical underperformance will improve with the end of
El Nino.
The underperformance of wind generation in 2023 and first-half 2024
is expected to improve as the El Nino weather pattern has come to
an end. In 2023, both wind and solar assets underperformed our
expectations, with wind assets approximately 10% below P90 and
solar assets 6% below P50, primarily due to adverse weather
conditions. Because the cash sweep occurs in the second quarter of
each year, lower generation led to reduced cash flow available for
debt service (CFADs), resulting in a cash sweep of approximately
$22 million in 2024. S&P said, "This was the first year that the
cash sweep was meaningfully lower than our expectation of $35
million. Before 2023, both CR's operational performance and cash
sweep met our expectation. Improvements have already been seen in
2024, with solar assets exceeding P50 in the first half of the year
and wind assets recovering following the end of El Nino in June.
Wind performance improved in July, and we expect it will meet P90
levels, while solar assets should continue meeting P50 expectations
over the next 12 months."
Additional cash flow likely will be generated from asset
repowering.
The repowering of assets is another key factor contributing to the
expected improvement in cash flows. Criterion has already been
repowered, and three Missouri assets at Renewable Power Generation,
LLC (RPG) are undergoing repowering. This initiative will generate
additional cash flows, with power purchase agreements for these
assets extended to 2044 from 2027. In addition to extended
contracts, repowering should improve operational efficiency, reduce
maintenance capital expenditures, and receive production tax
credits for the next 10 years. Furthermore, the repowering is
funded through equity contributions--51% from CR's equity sponsors
and 49% from Axium Infrastructure--which we view as a
credit-positive development. S&P expects these enhancements to
begin contributing to improved cash sweeps in 2025.
S&P expects financial metrics will improve.
S&P said, "Although we still view CR's metrics as highly leveraged,
we expect leverage will decline to approximately 8.0x within our
outlook horizon due to improved weather conditions and the
repowering of assets. As most of CR's revenues are contracted under
long-term agreements, we believe resource recovery, particularly in
wind generation, will positively affect financial metrics. Coupled
with additional cash flows from repowering expected in 2025, in our
opinion, CFADS will increase. This improvement, along with
increased cash sweeps toward TLB repayment, should lead to CR's
debt-to-EBITDA ratio decreasing to approximately 8.0x by 2025.
"The stable outlook reflects our expectation that CR's portfolio
will operate in line with its budget and generate predictable cash
flows to support the company's debt obligations over our 12-month
outlook horizon. Because CR is a fully contracted closed portfolio
of operating renewable assets with long-term offtake agreements at
fixed or escalating prices, the key exposures are resource risk,
operating issues, and higher-than-expected operating costs. We
expect partially consolidated debt to EBITDA will trend toward 8.0x
and FFO to debt will trend toward 8% after 2024.
"We could lower the rating if deleveraging or cash sweeps do not
meet our expectations, the performance of the subsidiary
deteriorates so that a distribution trap is at risk, the credit
quality of any of CR's major counterparties deteriorates, the
company encounters material operational issues at any of its major
assets, or performance lags our forecast.
"Although unlikely at this time, we could raise the rating on CR
during our 12-month outlook horizon if debt to EBITDA is below 5x
under our assumptions on a sustained basis. This could result from
faster-than-expected debt paydown, materially lower-than-forecast
operating costs, or significantly better-than-expected
performance."
COST LESS: Case Summary & 16 Unsecured Creditors
------------------------------------------------
Debtor: Cost Less Distributing, Inc.
4381 Davison
Burton, MI 48509
Business Description: Cost Less is a family owned company in the
pet treat and pet food industry. In
addition to its pet treat program, the
Company now offers cell phone charger cable,
Cooper Street cookies for humans, and will
soon introduce its own small batch, gourmet
popcorn.
Chapter 11 Petition Date: October 7, 2024
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 24-31912
Judge: Hon. Joel D Applebaum
Debtor's Counsel: Peter T. Mooney, Esq.
SIMEN, FIGURA & PARKER, PLC
5206 Gateway Centre #200
Flint, MI 48507
Tel: (810) 235-9000
Email: pmooney@sfplaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Matthew Ovadek as vice president.
A copy of the Debtor's list of 16 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/OBFZ42A/Cost_Less_Distributing_Inc__miebke-24-31912__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/J2RHJLA/Cost_Less_Distributing_Inc__miebke-24-31912__0001.0.pdf?mcid=tGE4TAMA
CURVES AND COMBAT: Updates Unsecured Claims Pay Details
-------------------------------------------------------
Curves and Combat Boots LLC, submitted a Chapter 11 Plan of
Reorganization, as Modified, dated September 3, 2024.
This Plan constitutes a chapter 11 reorganization plan for the
Debtor. In summary, the Plan provides for the Debtor to restructure
its debts by reducing its monthly payments to the amount of the
Debtor's Disposable Income.
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 creditors.
Class 6 consists of Allowed Unsecured Claims. In the event the Plan
is a consensual plan pursuant to Sections 1191(a) and 1129(a), the
Debtor shall make 60 consecutive monthly payments commencing 30
days after the Effective Date of $97.85. The Holders of Allowed
Unsecured Claims shall receive their pro rata share of the monthly
payment.
In the event the Plan is a nonconsensual plan under Section
1191(b), the Debtor shall make 60 consecutive monthly payments
commencing 30 days after the Effective Date of $97.85, which shall
constitute the Debtor's Disposable Income as reflected on the
Debtor's projections. The Holders of Allowed Unsecured Claims shall
receive their pro rata share of the monthly payment. The Class 6
Claimants are impaired and entitled to vote on the Plan.
Class 7 consists of Current Owner. The current owner will receive
no payments under the Plan; however, he will be allowed to retain
his ownership in the Debtor. The Class 7 Claimant is unimpaired.
From and after the Effective Date, the Debtor will continue to
exist as a Reorganized Debtor. By reducing the Debtor's monthly
obligations to creditors to the Reorganized Debtor's Disposable
Income, the Reorganized Debtor will have sufficient cash to
maintain operations and will allow the Reorganized Debtor to
successfully operate following the Effective Date of the Plan.
A full-text copy of the Modified Plan of Reorganization dated
September 3, 2024 is available at https://urlcurt.com/u?l=BTaPSb
from PacerMonitor.com at no charge.
Counsel to the Debtor:
Brandon J. Tittle, Esq.
Tittle Law Group, PLLC
5465 Legacy Dr., Ste. 650
Plano, TX 75024
Telephone: (972) 731-2590
Email: btittle@tittlelawgroup.com
About Curves and Combat Boots
Curves and Combat Boots LLC is an athletic apparel company.
Curves and Combat Boots LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41331) on June
4, 2024. In the petition signed by Elijah Maine, as sole member,
the Debtor estimated assets between $500,000 and $1 million and
liabilities between $1 million and $10 million.
The Debtor is represented by Brandon Tittle, Esq. at Tittle Law
Group, PLLC.
CUT & FILL: Janice Seyedin Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 11 appointed Janice Seyedin as
Subchapter V trustee for Cut & Fill, LLC.
Ms. Seyedin will be paid an hourly fee of $295 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Seyedin declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
About Cut & Fill
The Cut & Fill, LLC has operated a concrete business since 2019.
Rachel McCuen, who serves as the company's managing and sole
member, supervises the company's day-to-day operations in Volvo,
Ill.
Cut & Fill filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
24-13457) on Sept. 12, 2024, before Judge Timothy A. Barnes,
listing $183,243 in total assets and $1,492,053 in total
liabilities. Rachel McCuen, president, signed the petition.
The Debtor tapped the Law Office of David R. Herzog, LLC as
bankruptcy counsel.
DANT A. SANDRAS: Unsecureds Will Get 13% of Claims in Plan
----------------------------------------------------------
Dant A. Sandras, D.D.S., L.L.C., filed with the U.S. Bankruptcy
Court for the Eastern District of Louisiana a Plan of
Reorganization for Small Business dated September 3, 2024.
The Debtor operates a dental office and provides general dentistry
services, including cleanings, x-rays and fillings, along with
minor surgical procedures such as root canal and removal of wisdom
teeth.
The Debtor was formed in 2003 by Dant A. Sandras, and has continued
to be wholly owned by Dr. Sandras since its formation. Since 2001,
Dr. Sandras has been licensed by the State of Louisiana as a Doctor
of Dental Surgery.
Several factors caused Debtor's financial problems. The oil and gas
industry recession in or about 2015 hit Louisiana's Bayou Region
(commonly understood to include Lafourche (which includes Larose),
St. Mary and Terrebonne Parishes) especially hard. Due to lack of
employment, families left the region, population declined and
Debtor lost patients. The Covid-19 pandemic and government shutdown
also caused significant financial losses to dental offices,
although government programs did assist in offsetting losses. The
latest problem has been the financial downturn in the region caused
by several storms, including Hurricane Ida in August 2021, along
with the increased cost of homeowner's insurance.
The Debtor incurred debt that it historically did not have to use.
Among the new borrowings were loans from Merchant Cash Advance
companies, which provide immediate cash in exchange for a lien
against and immediate payment of a percent of future income.
Although MCAs provide quick capital for operating expenses, the
cost of the cash is extremely high compared to more common credit
lines from banks or credit unions. Debtor also incurred an SBA
guaranteed loan in 2019 in the original principal amount of
$862,117 for needed capital, which loan is secured by a blanket
lien against all of the Debtor's assets.
The Debtor believes that its finances have stabilized over the last
couple of years, and it is poised to generate positive cash flow
once its debt service obligations are consolidated as part of a
Subchapter V Plan of Reorganization.
This Plan proposes to pay unsecured creditors $120,000, which
exceeds Debtor's projected disposable income, commencing after
Allowed Administrative Claims are paid in full, be paid over five
years from the Effective Date, which is equal to or greater than
the present value of the liquidation value.
The financial projections indicate that the Debtor, after payments
for expenditures necessary for the continuation, preservation and
operations, unclassified claims and secured claims, will have
projected disposable income for three years in the total amount of
$108,661. The anticipated Effective Date is January 1, 2025.
The final Plan payment is expected to be paid on or before the
first quarter of 2030.
The Plan proposes that the Debtor will pay holders of Allowed
Claims their Projected Disposable Income which includes sums from
future services.
Class 2 consists of Allowed General Unsecured Claims. Sixteen
quarterly payments in the amount of $7,500 (total payments =
$120,000), to be shared Pro Rata by Allowed General Unsecured
Creditors, commencing at the end of the first full quarter that is
twelve full months following the Effective Date for a total of four
years of payments.
Estimated Amount is $941,080 for holders of allowed claims
including the deficiency claims. Estimated distribution is 13% for
Class 2. The holders of Class 2 Allowed General Unsecured Claims
are Impaired, and thus, are entitled to vote to accept or reject
the Plan.
Class 3 equity security holders shall retain their equity interests
in the Debtor and will receive no distribution under the Plan.
Dr. Dant A. Sandras will continue to act as manager of the Debtor
after the Effective Date. His salary annual salary will be
$120,000.00 from Debtor, subject to an annual cost of living
increase of no more than 4% per year during the term of the Plan.
It is anticipated that the Debtor will fund its plan payments from
operations and from disposable income earned from its operations.
A full-text copy of the Plan of Reorganization dated September 3,
2024 is available at https://urlcurt.com/u?l=dezMHe from
PacerMonitor.com at no charge.
About Dant A. Sandras, D.D.S., L.L.C.
Dant A. Sandras, DDS, LLC is primarily engaged in the private or
group practice of general or specialized dentistry or dental
surgery.
Dant A. Sandras, D.D.S., L.L.C. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La.
Case No. 24-11046) on June 4, 2024. The petition was signed by Dant
A. Sandras as president/owner. At the time of filing, the Debtor
estimated $588,287 in assets and $1,351,495 in liabilities.
Judge Meredith S. Grabil oversees the case.
Leo D. Congeni, Esq. at CONGENI LAW FIRM, LLC, is the Debtor's
counsel.
DIGITAL MEDIA: Sec. 341(a) Meeting of Creditors on Oct. 18
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
of Digital Media Solutions Inc. and its debtor-affiliates Oct. 18,
2023, at 10:30 a.m. (Central Time), at United States Courthouse 515
Rusk Avenue, Houston, Texas 77002. The meeting will be held by
telephone:
Trustee: Office of the US Trustee
Call in number: 866-707-5468
Participant Code: 6166997
The 11 U.S.C. Sec. 341(a) meeting may be continued or adjourned to
a later date. If so, the date will be on the court docket. The
Debtor's representative must attend the meeting to be questioned
under oath. Creditors may attend, but are not required to do so.
About Digital Media Solutions
Founded in 2012, Digital Media Solutions, Inc. is a
technology-enabled digital advertising company in Clearwater, Fla.,
that leverages its advanced technology and proprietary customer
data to efficiently and effectively connect its customers with
their target consumers. As of Sept. 11, 2024, DMS and its
affiliates operate in at least 15 countries and territories around
the world and employ 247 individuals in The United States and
Canada.
DMS and 36 affiliates commenced voluntary Chapter 11 proceedings
(Bankr. N.D. Texas Lead Case No. 24-90468) on Sept. 11, 2024. At
the time of the filing, DMS reported $100 million to $500 million
in both assets and liabilities.
Judge Alfredo R. Perez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Porter Hedges, LLP as
legal counsel; Portage Point Partners as restructuring advisor; and
Houlihan Lokey Capital, Inc. as investment banker. Omni Agent
Solutions is the claims agent.
DIOCESE OF BURLINGTON: Fredrikson & Byron Handles Chapter 11 Case
-----------------------------------------------------------------
Ben Zigterman of Law360 Bankruptcy Authority reports that a team of
Fredrikson & Byron PA attorneys and an experienced bankruptcy
lawyer based in Vermont are guiding the Roman Catholic Diocese of
Burlington, Vermont, through its Chapter 11 case in the state, as
the church seeks to deal with sexual abuse claims.
About the Catholic Diocese of Burlington
Catholic Diocese of Burlington is a Diocese of Burlington is a
Latin Church diocese of the Catholic Church for Vermont in the
United States.
Catholic Diocese of Burlington sought relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Vt. Case No. 24-10205) on September
30, 2024.
The Honorable Bankruptcy Judge Heather Z. Coope handles the case.
The Debtor is represented by:
Raymond J. Obuchowski, Esq.
PO Box 60
1542 Vt. Rt. 107
Bethel, VT 05032-0060
Tel: 802-234-6244
Fax: 802-234-6245
DIRECTV ENTERTAINMENT: Fitch Lowers IDR to BB, On Watch Negative
----------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) of DIRECTV Entertainment Holdings LLC (DIRECTV) and DIRECTV
Financing, LLC (DIRECTV Financing) to 'BB' from 'BB+'. Fitch has
also placed the ratings on Rating Watch Negative (RWN).
Additionally, Fitch placed DIRECTV Financing's existing
'BBB-'/'RR1' secured debt ratings on RWN and assigned an expected
'BBB-'(EXP)/'RR1' rating to the proposed secured debt ($1.625
billion senior notes, SubscriberCo notes and exchange notes).
The rating action follows the company's announcement to acquire
DISH DBS, the pay-TV satellite video business from Echostar in a
$9.8 billion debt exchange transaction, and AT&T's sale of its
entire 70% ownership interests to TPG, which already owns the
remaining 30%.
The downgrade of DIRECTV's ratings reflects the loss of the
one-notch uplift previously provided by AT&T's ownership. The RWN
reflects Fitch's perception of an increased credit risk after
DIRECTV acquires DISH DBS, given the secularly declining nature of
the combined business. The acquisition provides material immediate
benefits like increased scale and significant synergies, which are
credit positive in the near to mid-term. However, Fitch believes
that the ratings will be pressured by secular industry challenges,
including the declining satellite pay-tv subscribers and decreasing
revenue trends.
DIRECTV's ratings reflect significant scale from the combination,
increased EBITDA margins supported by synergies, high FCF
generation following close and expectation of leverage to remain in
1.5x to 2.0x over the rating horizon. Fitch expects to resolve the
RWN once the DISH DBS transaction is complete under the announced
terms, which is expected to take over six months and close in late
2025.
Key Rating Drivers
AT&T's Exit Eliminates Notching Uplift: With AT&T's proposed exit
from the DIRECTV joint venture with TPG, Fitch will no longer
provide a one-notch uplift benefit to DIRECTV's ratings. Fitch has
historically linked DIRECTV Entertainment Holdings LLC's IDR to
AT&T Inc. (BBB+/Stable). This provided a one-notch uplift to
DIRECTV's IDR from its stand-alone credit profile due to low
operational incentives, medium strategic incentives and low legal
incentives. Fitch believes AT&T's intention to exit the JV results
in low strategic incentives for DIRECTV. Combined with low legal
and operational incentives, this leads Fitch to assess DIRECTV on a
standalone basis.
Merger Drives Scale: DIRECTV's acquisition of DISH DBS will create
the largest pay TV multi-channel video programming distributor
(MVPD) in the U.S., with an estimated over 16 million subscribers
at transaction close. Comcast and Charter each have approximately
13 million video subscribers as of 2Q24. Scale is crucial for MVPD
operators because it helps manage costs amid secular pressures.
Larger scale benefits MVPDs with programming costs, as it provides
greater negotiating power with content providers and in
retransmission consent negotiations with TV broadcasters. Fitch
believes this enhanced scaled will provide DIRECTV an extended
runway in a declining pay-tv industry.
Significant Synergy Potential: DIRECTV estimates over $1 billion in
annual acquisition synergies, mainly from reducing fixed costs such
as overhead expenses, elimination of overlapping support functions,
consolidation of customer support resources and rationalization of
sales force. Technological and engineering savings will come from
eliminating duplicate tech investments, consolidating service
platforms, and digitizing billing and collection processes. Content
cost savings are also expected. Fitch assumes these synergies will
be realized from the anticipated transaction close on Sept. 30,
2025, through 2028, resulting in a roughly 150 basis points
increase in EBITDA margins over the forecast period.
Declining Industry Trends: Secular pressures have resulted in
declining subscribers of traditional linear television, including
satellite pay-TV, due to shifting consumer preferences and
technology changes. The video industry has rapidly evolved over the
last few years, with direct to consumer (DTCs) platforms such
Netflix, Amazon and Disney+ amassing significant subscribers. This
has led to material subscriber losses in traditional video
distributors. Additionally, the growth in broadband accessibility
and speeds, especially in rural footprints where DISH is estimated
to have a larger footprint, makes it easier for over the top (OTT)
platforms to provide streaming services in those regions.
Conservative Leverage: The combined entity targets net leverage at
1.5x to 2x. Pro forma for transaction closing, leverage will be
temporarily elevated. However, Fitch expects EBITDA leverage to
decline below 2.0x by 2028. DIRECTV's ratings reflect its
commitment to remain conservatively capitalized within its stated
target leverage. Fitch believes the company has sufficient
flexibility for deleveraging, given significant synergy realization
and substantial FCF generation over the rating horizon.
Substantial FCF Generation: The acquisition materially enhances
DIRECTV's FCF profile compared to its standalone profile. Fitch
expects FCF to double to almost $2.5 billion post close, from the
historical $1.0 billion-$1.5 billion range. However, Fitch
anticipates the company will start paying dividends on common
equity to TPG once its comfortably within its target 1.5x to 2x net
leverage range. Fitch expects DIRECTV to fully redeem AT&T's common
catch up equity in 2024 and 2025 before the acquisition close.
FCF is also supported by low capex and a shifting product mix.
DIRECTV via Internet and Stream have low subscriber acquisition
costs (SAC). The equipment cost is lower, and the product generally
does not require a truck roll as customers can self-install the
equipment.
Derivation Summary
DIRECTV's publicly rated MVPD peers include Comcast Corp.
(A-/Stable) and Charter Communications, Inc. (BB+/Stable). Comcast
is rated higher than DIRECTV primarily due to significantly greater
revenue size and segment diversification. With more than 15 million
subscribers estimated at DISH DBS acquisition close through the
DIRECTV satellite TV, DIRECTV Stream and U-verse offerings and
DISH's satellite and Sling customers, DIRECTV on a PF basis will be
one of the the largest U.S. MVPDproviders.
However, Fitch believes DIRECTV is more weakly positioned given its
less competitive product offering. This has disadvantaged it
relative to MVPD peers, which benefit from their ability to use
bundling (mainly broadband services) to retain video subscribers.
Charter's ratings also benefit from segment diversification, scale
and higher FCF that is balanced against higher leverage metrics
(near 4.5x) compared DIRECTV's metrics.
Key Assumptions
- Combined revenues are expected to decline in high single to low
double digits in 2024 and 2025, primarily due to declines in pay-TV
satellite subscribers and U-Verse subscribers, partly offset by
higher ARPUs;
- EBITDA margins are expected to grow to mid to high 20 percent
range largely supported by acquisition synergies;
- Fitch-calculated FCF (after tax distributions) is expected to
range in $2 billion to $2.5 billion annually in 2026 and 2027, with
capex intensity in the low single digits;
- AT&T common catch-up redemption in 2024 and 2025 pre-close;
- DIRECTV focuses on deleveraging to its target leverage range of
$1.5x-2.0x post M&A close before it starts paying dividend on
common equity to TPG.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch does not anticipate an upgrade in the near term given the
RWN.
If the DISH DBS acquisition doesn't close:
- Successful execution on initiatives to return to revenue/EBITDA
growth;
- EBITDA leverage maintained at 2x or less.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- The RWN will be resolved and ratings will be downgraded once the
DISH DBS acquisition closes.
If the DISH DBS acquisition doesn't close:
- Prolonged declines in revenue and EBITDA due to declining
subscriber trends and/or inability to execute on planned
synergies;
- EBITDA leverage greater than 3x due to leveraging transactions,
particularly without a credible deleveraging plan, or a more
aggressive financial policy.
Liquidity and Debt Structure
Solid Liquidity: DIRECTV's liquidity is supported by cash on hand
and a $500 million revolving credit facility. Due to strong FCF
generation, the facility is expected to be undrawn over Fitch's
rating case forecast. The principal financial covenant in the RCF
is a 2.25x springing first lien net leverage ratio, if the RCF is
more than 35% drawn.
DISH acquisition materially enhanced the FCF profile, almost
doubling from $1.0 billion-$1.5 billion range to $2 billion-2.5
billion in annual FCFs. However, Fitch anticipates the company will
start paying dividends once its comfortably within its target 1.5x
to 2x net leverage range.
FCF will be supported by low capex. Capital investment by DIRECTV
is expected to be 2%-3% over the coming years as major investments
in the DIRECTV Stream video platform have been completed. Fitch has
conservatively included construction and launch costs of a
potential satellite launch around 2027, leading to slightly
elevated capex intensity of 3% in 2025 and 2026. For DISH, the
forecast includes two satellite launches by the end of the year.
Debt Structure: As of June 30, 2024, DIRECTV's capital structure
consists of $4.5 billion of senior secured notes, a $2.4 billion
first lien term loan, an undrawn $500 million revolving credit
facility and $107 million of rolled over unsecured notes at DIRECTV
Holdings, LLC. The debt is issued at DIRECTV Financing, LLC (with
co-issuer DIRECTV Financing Co-Obligor, Inc.) and is guaranteed by
DIRECTV Financing HoldCo, LLC, a wholly owned subsidiary of
DIRECTV. The company also has a three-year accounts receivable
securitization facility due in 2025 with up to $500 million of
availability. The facility was fully drawn at June 30, 2024. Fitch
expects the company will keep rolling over the accounts receivable
facility.
DISH DBS and DIRECTV have commenced the exchange offer for five
different series of DISH DBS notes with a total face value of
approximately $9.75 billion, including seeking certain consents
from the holders of such notes to facilitate the acquisition.
DIRECTV's acquisition of DISH DBS is contingent upon 84.4% of
minimum participation, translating into a debt discount $1.568
billion.
In addition, TPG Angelo Gordon and certain of its Co-Investors, as
well as DIRECTV, provided $2.5 billion of financing (SubscriberCo
Notes) to fully refinance DISH DBS' November 2024 debt maturity.
The proceeds of the funding will be distributed to DISH DBS via a
secured intercompany loan to fully repay DISH DBS' November 2024
debt maturity and for general corporate purposes. The financing can
be exchanged or refinanced into DIRECTV debt at the closing of the
acquisition.
To facilitate the AT&T's sale transaction, DIRECTV is expected to
raise $1.625 billion of new senior secured notes. The proceeds will
be used to pay dividend to AT&T & TPG on a pro-rata basis of their
ownership before the AT&T exit transaction closes. This secured
debt is expected to be pari-passu with DIRECTV's existing secured
debt, as well the exchange notes and $2 billion of TPG financing at
DISH DBS transaction close.
Issuer Profile
DIRECTV provides video entertainment services, consisting of the
DIRECTV direct to home satellite business, U-verse video and
DIRECTV Stream. The company is owned 70% by AT&T and 30% by TPG,
but jointly controlled by both.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
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 Prior
----------- ------ -------- -----
DIRECTV
Financing, LLC LT IDR BB Downgrade BB+
senior secured LT BBB-(EXP)Expected Rating RR1
senior secured LT BBB- Rating Watch On RR1 BBB-
DIRECTV
Entertainment
Holdings LLC LT IDR BB Downgrade BB+
DISH NETWORK: Deal with DirecTV Lead to Creditor Revolt
-------------------------------------------------------
Reshmi Basu and Jill R. Shah of Bloomberg News report that
creditors to US satellite television firm Dish Network plan to
block a distressed exchange that's a key part of its tie-up with
rival DirecTV, according to people familiar with the matter.
A group of steering committee investors has gained a blocking
position in order to negotiate with the company, the people said.
They may even explore a better outcome through litigation, said
some of the people.
Creditors are banding together after Dish and DirecTV agreed on
Monday to create the biggest US pay-TV provider under the control
of private equity firm TPG.
About DISH Network Corporation
DISH Network Corporation is a holding company that operate two
primary business segments namely Pay-TV and wireless the latter of
which consists of retail wireless and 5G network deployment.
DRF LOGISTICS: Comm. Taps Alvarez & Marsal as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of DRF Logistics, LLC
and DRF, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire Alvarez & Marsal North America,
LLC, as its financial advisor.
The firm will render these services:
(a) assist in the assessment and monitoring of cash flow
budgets, liquidity and operating results;
(b) assist in the review of Court disclosures, including the
Schedules of Assets and Liabilities, the Statements of Financial
Affairs, monthly operating reports, and periodic reports;
(c) assist in the review of the Debtors' cost/benefit
evaluations with respect to the assumption or rejection of
executory contracts and/or unexpired leases;
(d) assist in the analysis of any assets and liabilities and
any proposed transactions for which Court approval is sought;
(e) attend meetings with the Debtors, the Debtors' lenders and
creditors, potential investors, the Committee and any other
official committees organized in these chapter 11 cases, the U.S.
Trustee, other parties in interest, and professionals hired by the
same, as requested;
(f) assist in the review of any tax issues;
(g) assist in the investigation and pursuit of causes of
actions;
(h) assist in the review of the claims reconciliation and
estimation process;
(i) assist in the valuation of the Debtors' enterprise at
different points over the Debtors' history;
(j) assist in the review of the sales or dispositions of the
Debtors' assets, including allocation of sale proceeds;
(k) assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan in these chapter
11 cases; and
(l) render such other general business consulting or such
other assistance as the Committee or its counsel may deem
necessary, consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in these
chapter 11 cases.
The firm's standard hourly rates are:
Managing Directors $1,075 to $1,525
Directors $825 to $1,075
Associates $625 to $825
Analysts $425 to $625
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Richard Newman, a managing director at Alvarez & Marsal North
America, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Richard Newman
Alvarez & Marsal North America, LLC
540 West Madison Street, Suite 1800
Chicago, IL 60661
Tel: (312) 601-4220
Fax: (312) 332-4599
Email: richard.newman@alvarezandmarsal.com
About DRF Logistics, LLC
Headquartered in Austin, Texas, DRF Logistics, LLC and DRF, LLC are
providers of domestic ecommerce parcel services, as well as
cross-border logistics services, operating approximately $35
billion in total addressable market and working with over 350
customer brands, including leading retailers and marketplaces. The
Debtors' domestic parcel services include delivery, returns,
underlying client and consumer-facing software. The Debtors'
cross-border services include modular delivery solutions to over
200 destinations.
DRF Logistics, LLC and DRF, LLC filed their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 24-90447) in August 8, 2024, listing $100 million to
$500 million in both assets and liabilities. The petitions were
signed by Eric Kaup as chief restructuring officer.
Judge Christopher M Lopez presides over the case.
Gabriel Adam Morgan, Esq. at Weil, Gotshal & Manges LLP represents
the Debtors as counsel.
DRF LOGISTICS: Committee Taps Lowenstein Sandler as Co-Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of DRF Logistics, LLC
and DRF, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire Lowenstein Sandler LLP as
co-counsel.
The firm's services include:
(a) advising the Committee with respect to its rights, duties,
and powers in the Chapter 11 Cases;
(b) assisting and advising the Committee in its consultations
with the Debtors relative to the administration of the Chapter 11
Cases;
(c) assisting the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims and equity interests;
(d) assisting the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of the Debtors' business;
(e) assisting the Committee in analyzing (i) the Debtors'
prepetition financing, (ii) proposed use of cash collateral, and
(iii) the Debtors' proposed debtor-in-possession financing, the
terms and conditions of the proposed DIP Financing and the adequacy
of the proposed DIP Financing budget;
(f) assisting the Committee in its investigation of the liens
and claims of the holders of the Debtors' prepetition debt and the
prosecution of any claims or causes of action revealed by such
investigation;
(g) assisting the Committee in its analysis of, and
negotiations with, the Debtors or any third party concerning
matters related to, among other things, the assumption or rejection
of certain leases of nonresidential real property and executory
contracts, asset dispositions, sale of assets, financing of other
transactions and the terms of one or more plans of reorganization
or liquidation for the Debtors and accompanying disclosure
statements and related plan documents;
(h) assisting the Committee in its investigation into the
prepetition activity of and potential causes of action against
applicable third parties;
(i) assisting and advising the Committee as to its
communications to unsecured creditors regarding significant matters
in the Chapter 11 Cases;
(j) representing the Committee at hearings and other
proceedings;
(k) reviewing and analyzing applications, orders, statements
of operations, and schedules filed with the Court and advising the
Committee as to their propriety;
(l) assisting the Committee in preparing pleadings and
applications as may be necessary in furtherance of the Committee's
interests and objectives in the Chapter 11 Cases, including without
limitation, the preparation of retention papers and fee
applications for the Committee's professionals, including
Lowenstein Sandler;
(m) assisting the Committee and providing advice concerning
any proposed sale of the Debtors' assets, including issues
concerning any potential competing bidders and the auction
process;
(n) assisting the Committee with respect to issues that may
arise concerning the Debtors' employees;
(o) preparing, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
adversary complaints, objections, or comments in connection with
any of the foregoing; and
(p) performing such other legal services as may be required or
are otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
Lowenstein Sandler's hourly rates are as follows:
Partners $720 to $1,975
Of Counsel $810 to $1,525
Senior Counsel $630 to $1,495
Counsel $615 to $1,195
Associates $520 to $1,015
Paralegals $195 to $460
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the Appendix B
Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Answer: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments for
the 12 months prepetition. If your billing rates and material
financial terms have changed post-petition, explain the difference
and the reasons for the difference.
Answer: Lowenstein Sandler did not represent the Committee prior
to the Petition Date.
Question: Has your client approved your prospective budget and
staffing plan and, if so, for what budget period?
Answer: Lowenstein Sandler expects to develop a budget and
staffing plan to reasonably comply with the U.S. Trustee's request
for information and additional disclosures, as to which Lowenstein
Sandler reserves all rights. The Committee has approved Lowenstein
Sandler's proposed hourly billing rates.
As disclosed in the court filings, Lowenstein Sandler is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code as modified by section 1107(b) of the
Bankruptcy Code.
The firm can be reached through:
Jeffrey L. Cohen, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Tel: (212) 419-5868
Fax: (973) 597-2400
Email: jcohen@lowenstein.com
About DRF Logistics, LLC
Headquartered in Austin, Texas, DRF Logistics, LLC and DRF, LLC are
providers of domestic ecommerce parcel services, as well as
cross-border logistics services, operating approximately $35
billion in total addressable market and working with over 350
customer brands, including leading retailers and marketplaces. The
Debtors' domestic parcel services include delivery, returns,
underlying client and consumer-facing software. The Debtors'
cross-border services include modular delivery solutions to over
200 destinations.
DRF Logistics, LLC and DRF, LLC filed their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 24-90447) in August 8, 2024, listing $100 million to
$500 million in both assets and liabilities. The petitions were
signed by Eric Kaup as chief restructuring officer.
Judge Christopher M Lopez presides over the case.
Gabriel Adam Morgan, Esq. at Weil, Gotshal & Manges LLP represents
the Debtors as counsel.
DRF LOGISTICS: Committee Taps McDermott Will & Emery as Co-Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of DRF Logistics, LLC
and DRF, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire McDermott Will & Emery LLP as
its co-counsel.
The firm will render these services:
a) advise the Committee with respect to its rights, powers,
and duties in these Chapter 11 Cases;
b) participate in in-person and telephonic meetings of the
Committee and subcommittees formed thereby, if any;
c) assist and advise the Committee in its meetings and
negotiations with the Debtors and other parties in interest
regarding the Chapter 11 Cases;
d) assist the Committee in analyzing claims asserted against,
and interests in, the Debtors, and in negotiating with the holders
of such claims and interests and bringing, or participating in,
objections or estimation proceedings with respect to such claims
and interests;
e) assist the Committee in analyzing the Debtors' assets and
liabilities, including in its review of the Debtors' Schedules of
Assets and Liabilities, Statements of Financial Affairs, and other
reports prepared by the Debtors, investigating the extent and
validity of liens and participating in and reviewing any proposed
transfer, sale, or disposition of the Debtors' assets, financing
arrangements, and cash collateral stipulations or proceedings;
f) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, management, and financial condition
of the Debtors, the Debtors' historic and ongoing operations of
their businesses, and the desirability of the continuation of any
portion of those operations, and any other matters relevant to the
Chapter 11 Cases;
g) assist the Committee in its analysis of, and negotiations
with the Debtors or any third party related to, financing, asset
disposition transactions, and compromises of controversies,
reviewing and determining the Debtors' rights and obligations under
leases and executory contracts, and assisting,
advising, and representing the Committee in any manner relevant to
the assumption and rejection of executory contracts and unexpired
leases;
h) assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party related to, the formulation,
confirmation, and implementation of a chapter 11 plan(s) and all
documentation related thereto (including the disclosure
statement);
i) assist, advise, and represent the Committee in
understanding its powers and duties under the Bankruptcy Code and
the Bankruptcy Rules and in performing other services as are in the
interests of those represented by the Committee;
j) assist and advise the Committee with respect to
communications with the general creditor body regarding significant
matters in the Chapter 11 Cases;
k) respond to inquiries from individual creditors as to the
status of, and developments in, the Chapter 11 Cases;
l) represent the Committee at hearings and other proceedings
before the Court and other courts or tribunals, as appropriate;
m) review and analyze complaints, motions, applications,
orders, and other pleadings filed with the Court, and advise the
Committee with respect to formulating positions with respect, and
filing responses, thereto;
n) assist the Committee in its review and analysis of, and
negotiations with the Debtors and their non-Debtor affiliates
related to intercompany claims and transactions;
o) review and analyze third-party analyses and reports
prepared in connection with the Debtors' potential claims and
causes of action, advise the Committee with respect to formulating
positions thereon, and perform such other diligence and independent
analysis as may be requested by the
Committee;
p) advise the Committee with respect to applicable federal and
state regulatory issues, as such issues may arise in the Chapter 11
Cases;
q) assist the Committee in preparing pleadings and
applications, and pursuing or participating in adversary
proceedings, contested matters, and administrative proceedings as
may be necessary or appropriate in furtherance of the Committee's
duties;
r) take all necessary or appropriate actions as may be
required in connection with the administration of the Debtors'
estates, including with respect to a chapter 11 plan and related
disclosure statement; and
s) perform such other legal services as may be necessary or as
may be requested by the Committee in accordance with the
Committee's powers and duties as set forth in the Bankruptcy Code.
McDermott's standard hourly rates are as follows:
Partners $1,350 to $1,930
Counsel $1,390 to $1,395
Associates $805 to $1,335
Non-lawyer Professionals $360 to $745
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the Appendix B
Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Answer: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments for
the 12 months
prepetition. If your billing rates and material financial terms
have changed post-petition, explain the difference and the reasons
for the difference.
Answer: McDermott did not represent the Committee in the
12-month period immediately prior to the Petition Date. McDermott
has represented official committees of unsecured creditors in other
bankruptcy cases during the 12 months preceding the Petition Date.
Question: Has your client approved your prospective budget and
staffing plan and, if so, for what budget period?
Answer: The Committee and McDermott expect to develop a
prospective budget and staffing plan, recognizing that in the
course of large chapter 11 cases, complex and unexpected issues may
arise that
may in turn result in unforeseeable fees and expenses.
As disclosed in the court filings, Weil is a "disinterested person"
as that term is defined in section 101(14) of the Bankruptcy Code
as modified by section 1107(b) of the Bankruptcy Code.
The firm can be reached through:
Charles R. Gibbs, Esq.
McDermott Will & Emery LLP
2501 North Harwood Street, Suite 1900
Dallas, TX 75201
Tel: (214) 295-8000
Fax: (972) 232-3098
Email: crgibbs@mwe.com
About DRF Logistics, LLC
Headquartered in Austin, Texas, DRF Logistics, LLC and DRF, LLC are
providers of domestic ecommerce parcel services, as well as
cross-border logistics services, operating approximately $35
billion in total addressable market and working with over 350
customer brands, including leading retailers and marketplaces. The
Debtors' domestic parcel services include delivery, returns,
underlying client and consumer-facing software. The Debtors'
cross-border services include modular delivery solutions to over
200 destinations.
DRF Logistics, LLC and DRF, LLC filed their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 24-90447) in August 8, 2024, listing $100 million to
$500 million in both assets and liabilities. The petitions were
signed by Eric Kaup as chief restructuring officer.
Judge Christopher M Lopez presides over the case.
Gabriel Adam Morgan, Esq. at Weil, Gotshal & Manges LLP represents
the Debtors as counsel.
EGZIT CORP: Hires Law Office of Peter C. Nabhani as Counsel
-----------------------------------------------------------
Egzit Corporation seeks approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to employ Law Office of Peter C.
Nabhani as counsel.
The firm will provide legal services for the benefit of the Debtor
since the filing of the case.
The firm will be paid at $300 per hour and a retainer in the amount
of $12,000.
The Law Office will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Peter C. Nabhani, Esq., a partner at Law Office of Peter C.
Nabhani, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Peter C. Nabhani, Esq.
Law Office of Peter C. Nabhani
77 W. Washington Street, #1507
Chicago, IL 60602
Tel: (312) 219-9149
Fax: (856) 441-9744
Email: pcnabhani@gmail.com
About Egzit Corporation
Egzit Corporation is a provider of general freight trucking
services.
Egzit Corporation in Darien, IL, sought relief under Chapter 11 of
the Bankruptcy Code filed its voluntary petition for Chapter 11
protection (Bankr. N.D. Ill. Case No. 24-13990) on Sept. 20, 2024,
listing as much as $1 million to $10 million in both assets and
liabilities. Ivan Stojanov as president, signed the petition.
Judge Janet S Baer oversees the case.
PETER C NABHANI serve as the Debtor's legal counsel.
ELGIN MATH: Moody's Cuts Rating to Ba3 & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Ratings has downgraded the Elgin Math & Science Academy
Charter School to Ba3 from Ba2. The outlook was revised to negative
from stable.
The downgrade to Ba3 reflects the school's materially weaker than
expected operating performance in fiscal 2024 driven by an
unexpected reduction in operating revenue and higher than budget
expenses.
RATINGS RATIONALE
The Ba3 rating reflects the school's weakened financial situation.
In fiscal 2024 the school projects an unaudited operating deficit
of over $400,000; likewise, the 2025 operating budget includes a
deficit of nearly $300,000. The school is facing financial strain
due to these deficits, which significantly reduce its cash
reserves and impacts its financial stability. As a result the
school's days-cash-on-hand is projected to be a concerning 58 days,
compared to a covenant of 45 days. Likewise, fiscal 2025 is
challenged by the fact that, unlike in fiscal year 2024,
capitalized interest will not be included in the coverage
calculations, further reducing their financial flexibility.
The fiscal 2024 projected deficit is due to what the school
projects to be a one time, externally driven, reduction in funding
levels. In May 2024 Illinois State Board of Education informed the
school that over the past several years it had erroneously awarded
EMSA $758,596 in transportation funding due to legislative error
and the school is required to repay the state. This resulted in a
fiscal 2024 transportation revenue budget shortfall of $288,031 or
an 89% reduction. Positively, the Illinois General Assembly has
addressed the legislative error and restored transportation
funding, in fiscal 2025. The transportation revenue resumes its pre
2024 trends and is budgeted for $421,200. However, the school is
required to make repayments to the state over the next several
years which will pressure operations. The payments are graduated
culminating with a $213,556 payment in fiscal 2029 and 2030.
Further adding to the fiscal 2024 challenges, the school missed its
fundraising target of $200,000 of which it only raised $67,000. The
school has reduced its fiscal year 2025 fundraising target to
$65,000.
The fiscal 2025 deficit reflects a 5.5% fall in Per Capita Tuition
Charge (PCTC) revenue due to its funding formula tied to the U-46
school district. In fiscal year 2023, U-46 spent underbudget and
increased its reliance on ESSER funding, which pulled down EMSA's
FY25 PCTC funding levels. Positively in fiscal 2025 the school is
at full enrollment of 499 students. In fiscal 2026, management
expects PCTC revenues to increase by 20% per student.
RATING OUTLOOK
The negative outlook is driven by decline in Per Capita Tuition
Charge for fiscal 2025, coupled with the school's pressing need to
substantially enhance its bottom line to fulfill future debt and
repayment obligations and bolster cash reserves. This outlook
underscores the challenges ahead in navigating the fiscal landscape
and important role of strategic financial management to ensure
long-term fiscal stability.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Operating margins trending in a positive direction
-- Trend of days cash on hand of over 80 and sustained coverage
levels over 1.40x by 2026
-- Improved cash to debt of over 15%
-- Sustained trend of full capacity enrollment at or above 499
students
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- A violation of a financial covenant
-- Continued weak liquidity below 60 days or coverage levels below
1.15x
-- Inability to right size operations and meet projected
enrollment or financial targets as established in the Limited
Offering Document
LEGAL SECURITY
The Upper Illinois River Valley Development Authority issues bonds
for the Elgin Charter School Initiative, doing business as Elgin
Math & Science Academy (EMSA), with bond repayment secured by
EMSA's unrestricted revenues and a gross revenue pledge, including
per-pupil funds. Additionally, a mortgage interest on EMSA's
properties and a pledge of certain indenture-held funds enhance
security. The debt service covenant requires a minimum 1.1x
coverage starting June 30, 2024; falling below this triggers
mandatory consulting services, with exceptions based on cash on
hand. A debt service coverage ratio below 1.0x, without at least
120 days of cash, constitutes a default, as does failing to achieve
a 1.0x ratio by the next fiscal year's end, regardless of cash
reserves. The agreement considers less than 45 days cash on hand a
weakness, compelling EMSA to hire a management consultant, and less
than 30 days as a default event. Other stipulations include an
additional bonds test with a 1.1x audit year coverage ratio and a
similar projection for post-new asset service, with a debt service
reserve fund funded by an IFF Credit Enhancement grant, based on
specified criteria.
PROFILE
Founded in 2018, Elgin Math & Science Academy (EMSA) in Elgin,
Illinois, is chartered through the Illinois State Board of
Education for K-8, targeting 468 students. Located in the U-46
district, the second largest in Illinois, EMSA occupies a 19-acre
campus with 7 buildings. As of the 2023-24 academic year, it served
464 students K-8. One of eleven charter schools authorized by the
state board, EMSA received a five-year charter renewal expiring
July 2028. The school boasts above-district-average standardized
test scores and implements the EL Education model (experiential
learning), emphasizing hands-on, inquiry-based learning. The school
certified budgeted enrollment of 499 students on October 1, 2024
with a waitlists.
METHODOLOGY
The principal methodology used in these ratings was US Charter
Schools published in April 2024.
EMILY L. LONGWITH: Has Court Permission to Use Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, granted Emily L. Longwith, DDS, MSD, PLLC
authority on a final basis to use cash collateral, acknowledging
that "[u]se of cash collateral is the only means available to the
Debtor to finance its operation and that irreparable harm will
result if Debtor is not permitted to use the cash collateral in the
amounts set forth in the budget."
The Debtor may use revenue collected in the ordinary course of
business for necessary budgeted expenses due before the final
hearing.
Secured creditor are granted replacement liens on all post-petition
cash collateral and newly acquired property, preserving their
interests as of the Petition Date.
The Court ruled that Fifth Third Bank National Association is to
receive adequate protection payments of $1,500 monthly starting
October 1, 2024.
The secured creditor's replacement liens are subordinate to a
carve-out for:
(i) the Clerk of the Bankruptcy Court;
(ii) the Office of the United States Trustee pursuant to 28
U.S.C. Section 1930(a), if any;
(iii) all reasonable fees and expenses incurred by a trustee, if
any, under section 726(b) of the Bankruptcy Code in an amount not
exceeding $15,000; and
(iv) all fees and expenses of the Subchapter V Trustee approved
by the Court.
The Debtor's rights to use cash collateral will terminate
automatically upon specific events, including case dismissal,
material breaches of the order, or failure to comply with the
budget.
About Emily L. Longwith, DDS, MSD, PLLC
Emily L. Longwith, DDS, MSD, PLLC is a dental practice specializing
in orthodontics, led by Dr. Emily L. Longwith. The practice focuses
on providing comprehensive orthodontic care, including traditional
braces, clear aligners, and other dental treatments to improve
patients' oral health and smiles.
Emily L. Longwith, DDS, MSD, PLLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 24-33979) on August 29, 2024.
The Debtor hired Lane Law Firm PLLC as counsel.
EPIC CRUDE: Moody's Rates New $1.2BB First Lien Term Loan 'Ba3'
---------------------------------------------------------------
Moody's Ratings assigned a Ba3 rating to EPIC Crude Services, LP's
proposed 7-year $1,200 million backed senior secured 1st lien term
loan and a Baa3 rating to its proposed 5-year $125 million backed
senior secured super priority revolving credit facility. EPIC's
other ratings, including its Ba3 Corporate Family Rating, and
stable outlook were unchanged.
"The proposed refinancing transactions will increase financial
flexibility by extending maturities and provide additional
liquidity" commented Giancarlo Rubio, a Moody's Ratings senior
analyst. "The Ba3 CFR reflects the company's strong revenue
visibility supported by MVC contracts and the strong alignment of
interests between the company and its shipper partners."
RATINGS RATIONALE
EPIC Crude's proposed senior secured 7-year $1.2 billion Term Loan
is rated Ba3, the same as the CFR, since it represents the
preponderance of debt in the capital structure. The super-priority
position of EPIC Crude's proposed 5-year $125 million revolving
credit facility and its small size relative to the proposed term
loan result in the facility being rated Baa3. The Baa3 rating of
the existing backed senior secured super priority revolving credit
facility and Ba3 rating of backed senior secured 1st lien term loan
B due in March 2026 remain unchanged as Moody's expect a full
repayment with transaction proceeds. Following their repayment the
ratings of the existing debt will be withdrawn.
EPIC Crude's Ba3 CFR reflects its solid business risk profile
supported by Minimum Volume Commitments (MVC), management's plans
to reduce financial net leverage to below 4x and, support from its
strategic shipper partners through long-term volume commitments.
The company's contractual position provides strong visibility on
projected free cash flow and deleveraging. Existing minimum volume
commitments (MVC) and dedication contracts account for 75-85% of
pipeline capacity through 2027. The ratings are still constrained
by the company's relative small scale compared to peers in the
category and exposure to medium term re-contracting risks.
Longer-term demand for crude transportation depends on production
volumes in the Permian, transportation capacity from alternative
pipelines and potential development of competing export facilities
on the US Gulf of Mexico.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following:
-- Incremental pari passu debt capacity up to the greater of $220
million and 100% of consolidated EBITDA, plus amounts subject to
5.0x first lien net leverage ratio. There is an inside maturity
sublimit up to the greater of $75 million.
-- The credit agreement is expected to include "J. Crew"
protections.
-- The credit agreement is expected to provide some limitations on
up-tiering transactions, requiring affected lender consent for
amendments that subordinate the debt and liens.
-- The new term loan facility (and the super priority revolver)
includes a financial maintenance covenant of 1.10x Debt Service
Coverage Ratio, tested quarterly.
Moody's expect EPIC Crude to maintain good liquidity through 2025,
supported by cash on the balance sheet and positive free cash flow
generation. Company's proposed super priority 5-year $125 million
revolving credit facility includes two covenants: minimum debt
service coverage of 1.1x and maximum super priority leverage of 1x.
Moody's expect the company to maintain good headroom for future
compliance with these covenants through 2025. Following the
refinancing transactions, EPIC Crude's debt will mature in 2029 and
2031.
The stable outlook reflects the company's MVCs and strong revenue
visibility provided to 2026, supportive market fundamentals since
Corpus Christi is one of the primary export outlets for Permian oil
and management's plans to prioritize debt reduction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if EPIC increases revenues and EBITDA
while maintaining limited volumetric risk, and demonstrates a solid
track record of debt reduction and declining leverage approaching
4.0x.
The ratings could be downgraded if the shipper credit quality
deteriorates, volumetric risk increases, or the company increases
debt to fund expansion projects or distributions. Leverage
maintained above 5x could result in a rating downgrade.
EPIC Crude Services, LP (a subsidiary of EPIC Crude Holdings, LP),
based in Houston, Texas, is a privately owned midstream energy
business with oil pipelines running from the Permian and Eagle Ford
Basins to Corpus Christi, Texas. EPIC Crude is owned by affiliates
of Ares Management Corporation (45%), Diamondback Energy, Inc.
(27.5%) and Kinetik Holdings LP (27.5%).
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
FACILITIES MANAGEMENT: Holly Miller Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Holly Miller, Esq.,
at Gellert Scali Busenkell & Brown, LLC as Subchapter V trustee for
Facilities Management Services of Pennsylvania, Inc.
Ms. Miller 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. Miller declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Holly S. Miller, Esq.
Gellert Scali Busenkell & Brown, LLC
1628 John F. Kennedy Boulevard, Suite 1901
Philadelphia, PA 19103
Telephone: (215) 238-0012
Facsimile: (215) 238-0016
Email: hsmiller@gsbblaw.com
About Facilities Management Services
of Pennsylvania
Facilities Management Services of Pennsylvania, Inc. filed its
voluntary petition for relief under Chapter 11 of the Bankrutpcy
Code (Bankr. E.D. Pa. Case No. 24-13194) on September 10, 2024,
listing $500,001 to $1 million in both assets and liabilities.
Judge Ashely M Chan presides over the case.
David B. Smith, Esq., at Smith Kane Holman, LLC represents the
Debtor as legal counsel.
FARMERS MUTUAL: A.M. Best Affirms C++(Marginal) FSR
---------------------------------------------------
AM Best has revised the outlook to negative from stable for the
Long-Term Issuer Credit Rating (Long-Term ICR) and affirmed the
Financial Strength Rating (FSR) of C++ (Marginal) and the Long-Term
ICR of "b+" (Marginal) of Farmers Mutual Insurance Company of
Michigan (FMIC) (Coldwater, MI). The outlook of the FSR is stable.
Concurrently, AM Best has withdrawn these Credit Ratings (ratings)
as the company has requested to no longer participate in AM Best's
interactive rating process.
The ratings reflect FMIC's balance sheet strength, which AM Best
assesses as adequate, as well as its marginal operating
performance, very limited business profile and appropriate
enterprise risk management.
The negative outlook of the Long-Term ICR reflects pressure on the
overall balance sheet strength assessment associated with recent
declines in surplus and subsequently risk-adjusted capitalization.
Additionally, the increased volatility in underwriting results has
the potential to erode capital and overall balance sheet strength
further.
Following a slight decline in 2023, modest capital erosion through
the first half of 2024 continues to be a product of FMIC's marginal
operating performance driven by increased volatility in net
underwriting losses. Management has been challenged by the
company's very limited business profile as a single-state property
predominant writer in Michigan focused on policyholders in rural
areas across the lower peninsula of the state. Product offerings
primarily consist of homeowners' multiple peril, followed by fire
and allied lines. Due to the company's geographic and product
concentrations, its results are exposed to frequent and severe
weather-related events, as well as fire losses. Additionally, FMIC
faces an elevated potential to regulatory challenges within the
state. While management continues to implement corrective actions
as of the June 2024 financial statement, these mitigation
strategies have yet to gain material traction to strengthen the
capital position.
FIRST AMERICAN CAPITAL: Sec. 341(a) Meeting of Creditors on Nov. 4
------------------------------------------------------------------
First American Capital Corporation filed for Chapter 11 protection
in the Middle District of Florida. According to court filing, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 4, 2024 at 2:00 a.m. U.S. Trustee (Orl) will hold the
meeting telephonically. Call in Number: 877-801-2055. Passcode:
8940738#.
About First American Capital Corporation
First American Capital Corporation is a Single Asset Real Estate
(as defined in 11 U.S.C. § 101(51B)).
First American Capital Corporation sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05372) on
October 2, 2024. In the petition filed by Barry Watson, as
president, the Debtor reports estimated assets between $500,000 and
$1 million and estimated liabilities between $1 million and $10
million.
The Honorable Bankruptcy Judge Tiffany P. Geyer handles the case.
The Debtor is represented by:
Kenneth D Herron, Jr, Esq.
Herron Hill Law Group, PLLC
219 Pasadena Place
Orlando, FL 32803
FISKER INC: SEC Probes Securities Law Violations
------------------------------------------------
Hailey Konnath of Law360 reports that the U. S. Securities and
Exchange Commission said Friday, October 4, 2024, that it's been
looking into whether electric-car maker Fisker Inc. violated
securities law before it filed for Chapter 11 protection, urging a
Delaware federal bankruptcy judge not to approve Fisker's proposed
liquidation plan.
About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive
industry by designing and developing individual mobility in
alignment with nature. Passionately driven by a vision of a clean
future for all, the company is on a mission to create the world's
most sustainable and emotional electric vehicles.
Fisker Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del.) on June 17, 2024. In its petition, the Debtor
reports between $500 million and $1 billion of assets, and between
$100 million and $500 million of liabilities.
Fisker is represented by Davis Polk & Wardwell LLP and Morris,
Nichols, Arsht & Tunnell LLP as legal advisors and Huron Consulting
Group as restructuring advisor.
FIVEMILETOWN HOLDINGS: Seeks to Hire Ordinary Course Professionals
------------------------------------------------------------------
Fivemiletown Holdings Limited seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to retain
professionals utilized in the ordinary course of business.
These OCPs have provided legal, technical, accounting, consulting,
and/or other related services to the Debtors, upon which they rely
on to manage their day-to-day operations.
The Debtors seek to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtors do not believe that any of the OCPs have an interest
materially adverse to them, their estates, creditors, or other
parties in interest in connection with the matter upon which they
are to be engaged.
The OCPs' include:
Osiris Law
Third Floor, La Croisette, Chemin
Vingt Peds, Grand Baie, 30525
Mauritius
-- Legal Services
Adv AP Bezuidenhout
Pitje Chambers, 81 Pritchard Street,
Johannesburg, 2000, South Africa
-- Legal Services
Van der Merwe Greyling
5 Ontdekkers Road, Horizon View,
Roodepoort, 1724, South Africa
-- Legal Services
Stephan Venter
16 Holtzhausen Road, Baillie Park,
Potchefstroom, 2531, South Africa
-- Accounting Services
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
22 Bishopsgate
London, EC2N 4BQ
United Kingdom
-- Legal Services
Davis Wright Tremaine LLP
920 5th Avenue, Suite 3300,
Seattle, WA 98104-1610
-- Legal Services
Baker Tilly MKM Chartered Accountants
Level 11, Suite 1801-10, Jumeirah B Tower X-2
Jumeirah Lake Towers, Dubai, UAE
-- Financial Audit
ServPRO Accountants & Business Consultants Ltd
1 Kinyra Street, Kinyras Tower,
3rd Floor, Nicosia, 1102, Cyprus
-- Financial Audit
Clifton Larson Allen LLP "CLA"
15303 Dallas Parkway, Suite 1400
Addison, TX 75001
-- Accounting and Tax Services
Clyde & Co LLP
Rolex Tower, 15th Floor,
Sheikh Zayed Road
Dubai, UAE
-- Legal Services
Mazars Tax Consultants
Office 217 - 220, Al Nasr Plaza,
Oud Metha, Dubai, UAE
-- Audit Services
About Fivemiletown Holdings
Fivemiletown Holdings Limited manufactures military aircraft,
armored vehicles, maritime systems and equipment.
Fivemiletown Holdings Limited and its affiliates, Paramount Group
Ltd., Paramount Intellectual Property Holdings, Inc. and Paramount
Logistics Corporation Limited, filed Chapter 11 petitions (Bankr.
D. Del. Case Nos. 24-11848 to 24-11851) on Aug. 15, 2024. At the
time of the filing, Fivemiletown reported $500 million to $1
billion in assets and $100 million to $500 million in liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Paul Hastings, LLP and Young Conaway Stargatt &
Taylor, LLP as legal counsels; and CR3 Partners, LLC as financial
advisor. Stretto, Inc. is the Debtors' claims and noticing agent
and administrative advisor.
FR-AM TWO: Updates Condo Board Disputed Claims Pay
--------------------------------------------------
FR-AM Two LLC and its affiliates submitted a Revised Disclosure
Statement describing Joint Amended Chapter 11 Liquidating Plan
dated Sept. 3, 2024.
The Debtors sought Chapter 11 relief in the midst of extensive
litigation with CIM Group, L.P. and its affiliates over a number of
issues, including efforts by 56th and Park (NY) Owner, LLC (the
"Lender") to enforce defaults under various loan agreements.
In seeking Chapter 11 relief, the Debtors goals were virtually
self-evident, to prevent forfeiture of the Units and obtain a
reasonable time to either refinance the underlying debt or sell the
Units in an orderly sales process. While the early months of the
Chapter 11 cases were punctuated by fierce ligation with the
Lender, the Debtors ultimately reached a settlement agreement with
the Lender (the "Lender Settlement") regarding the disposition of
the Units and an exit strategy of the bankruptcy cases. The Lender
Settlement was approved by the Bankruptcy Court on May 10, 2024.
In furtherance of the Lender Settlement, on August 13, 2024, the
Debtors filed the accompanying Debtor's Revised Joint Amended
Chapter 11 Liquidating Plan with the intent of selling the Units in
bankruptcy subject to an agreed discounted pay-off of Lender on or
before, October 31, 2024, unless the Debtors, or Reorganized
Debtors, as applicable, properly exercise the Option, in which case
the deadline for the sale of the Units shall be extended to May 31,
2025, subject to the conditions as further described in the Lender
Settlement as incorporated under the Plan.
The Lender Settlement forms the lynchpin for the Plan, which fully
incorporates the terms of the Lender Settlement subject to certain
agreed to amendments delineated therein. The Plan shall be
implemented and funded through a Sale of the Units resulting in
full payment of the Allowed Lender Claims or acquisition of the
Units by the Lender pursuant to its credit bid rights, as
applicable. The Plan also mandates that Mr. Macklowe personally
contribute funds to secure payment of all allowed Non-Lender Claims
and any and all other remaining costs and expenses of the Debtors
in these Chapter 11 Cases.
Class 2 consists of the disputed claims of the Board of Managers of
the 432 Park Avenue Condominium (the "Condo Board") which have been
asserted in the amount of $186,678.15 against Unit 78A and
$408,353.37 as against Unit 78B, for a total claim of $595,031.52.
The Class 2 claims of the Condo Board primarily consist of
purported special assessments levied against the Debtors for legal
fees associated with litigation against the sponsor currently
pending in the Supreme Court, New York County (Index No.
65527-2021).
The Debtors have contested the special assessments since February
8, 2023 upon the grounds that the special assessments relate to the
funding for attorney's fees to pursue the litigation against the
Sponsor. However, Mr. Macklowe, as a former board member, is not
responsible to contribute to the funding of the lawsuit since he
retains certain indemnity rights to be reimbursed from the Condo
Board for all costs and expenses in defending against any
litigation. Besides the indemnity obligations, Mr. Macklowe was
released in 2017 regarding his prior involvement in the building.
In view of the foregoing, the Debtors have no liability or
responsibility for the special assessments being raised to pay
legal costs against the current sponsor, when in reality Mr.
Macklowe and the Debtors are entitled to be reimbursed for their
own legal costs and expenses. The Debtors intend to object to the
Class 2 claims prior to the Claim Objection Deadline for the reason
outlined herein. The Debtors are confident that the claims of the
Condo Board will be expunged.
To the extent not objected to or expunged, as applicable, the
Allowed Class 2 claims of the Condo Board shall be paid from the
Non-Lender Claims Reserve Amount (deposited in escrow prior to
confirmation) upon the later of 21 days after entry of the
Confirmation Order, or 7 days after entry of a Final Order allowing
said claims.
Like in the prior iteration of the Plan, the holders of Allowed
Class 3 General Unsecured Claims shall be paid 100% of their
Allowed claims (currently projected to be approximately $21,000)
from the Non-Lender Claims Reserve Amount upon the later of 21 days
after entry of the Confirmation Order, or 7 days after entry of a
Final Order allowing said claims.
Prior to the Confirmation Date, Mr. Macklowe shall personally
contribute funds to be held by the Disbursing Agent comprising the
Non-Lender Claims Reserve Amount to pay allowed claims of the Condo
Board and Unsecured Creditors. The purpose of the Non-Lender Claims
Escrow Account is to secure the payment of the Non-Lender Claims,
as provided under the Plan, as and when such claims become Allowed
with no issues regarding feasibility at the time of confirmation.
Further, Mr. Macklowe shall personally contribute funds to the
Debtors, or Reorganized Debtors, as applicable, in amounts
sufficient to secure the payment of any and all other remaining
costs and expenses of the Debtors in these Chapter 11 Cases as and
when any such costs and expenses arise, including, but not limited
to, ongoing undisputed regular Condo Board monthly assessments.
Non-payment of undisputed regular monthly assessments is deemed a
default under the Lender Settlement and a default under the Plan.
Finally, as provided herein, and as agreed to by counsel to
Debtors, Allowed Professional Fee Claims shall be paid by the
Disbursing Agent upon entry of an appropriate Order of the
Bankruptcy Court awarding the same from (i) Net Sale Proceeds, if
any, or (ii) by personal contributions from Mr. Macklowe.
A full-text copy of the Revised Disclosure Statement dated
September 3, 2024 is available at https://urlcurt.com/u?l=V8QvG1
from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Telephone: (212) 221-5700
Email: knash@gwfglaw.com
About FR-AM Two LLC
FR-AM Two and 432 Mezz are stock holding companies, holding the 100
percent membership interests in FR-AM One and 432 FF&E LLC (432
Owner). In turn, FR-AM One, along with 432 Owner, together own
three luxury apartments in the building at 432 Park Avenue, New
York, NY identified as units 78B and 28H (owned by FR-AM One) and
78A (owned by 432 Owner).
FR-AM Two LLC and its affiliates filed their voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Lead Case No. 23-73775) on October 11, 2023. The petitions were
signed by Harry Macklowe as manager. At the time of filing, the
Debtor estimated $50 million to $100 million in both assets and
liabilities.
Judge Robert E. Grossman presides over the case.
Kevin Nash, Esq., at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP, is the
Debtor's counsel.
FRANCISCAN FRIARS: Hires Zielinski & Associates as Auditor
----------------------------------------------------------
Franciscan Friars of California, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Zielinski & Associates, P.C. as auditor.
The firm will audit the Debtor's financial statements, which
comprise the Statement of Financial Position as of August 31, 2024
the related Statements of Activities, Functional Expenses, and Cash
Flows for the year then ended, and the disclosures.
The firm will charge $10,100 for its services.
As disclosed in the court filings, Zielinski & Associates is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code as modified by section 1107(b) of the
Bankruptcy Code.
The firm can be reached through:
Barbara Zielinski, CPA
Zielinski & Associates, P.C.
1859 Bowles Avenue, Suite 100
Fenton, MO 63026
Tel: (800) 489-2150
(314) 644-2150
Fax: (314) 644-7132
Email: mail@zielinskico.com
About Franciscan Friars of California
Franciscan Friars of California, Inc. is a tax-exempt religious
organization in Oakland, Calif. The Debtor was formed to provide
religious, charitable, and educational acts, ministry, and service
to the poor.
Franciscan Friars of California, Inc. filed its voluntary petition
for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41723) on
December 31, 2023, listing $1 million to $10 million in assets and
$10 million to $50 million in liabilities. David Gaa, OFM,
president of the Debtor, signed the petition.
Judge William J. Lafferty oversees the case.
The Debtor tapped Binder Malter Harris & Rome-Banks LLP as
bankruptcy counsel; Hanson Bridgett LLP, Weintraub Tobin Chediak
Coleman Grodin Law Corporation, and Bledsoe, Diestel, Treppa &
Crane LLP as special counsel; and GlassRatner Advisory & Capital
Group LLC, doing business as B. Riley Advisory Services, as
financial advisor. Donlin, Recano & Company, Inc. is the Debtor's
administrative advisor.
The U.S. Trustee appointed an official committee of unsecured
creditors. The committee selected Lowenstein Sandler LLP and Keller
Benvenutti Kim LLP as counsel and Berkeley Research Group, LLC as
its financial advisor.
FROZEN HORIZON: Hires Neeleman Law Group as Bankruptcy Counsel
--------------------------------------------------------------
Frozen Horizon Alaska, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Alaska to hire Neeleman Law Group as
legal counsel.
The firm's services include:
a. assisting the Debtor in the investigation of the financial
affairs of the estate;
b. providing legal advice and assistance to the Debtor with
respect to matters relating to this case and creditor
distribution;
c. preparing all pleadings necessary for proceedings arising
under this case; and
d. performing all necessary legal services for the estate in
relation to this case.
The firm will be paid at these rates:
Principal $550 per hour
Associate $475 per hour
Paralegal $225 per hour
The firm received a retainer in the amount of $6,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jennifer L. Neeleman, Esq., a partner at Neeleman Law Group,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jennifer L. Neeleman, Esq.
Neeleman Law Group
1403 8th Street
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
About Frozen Horizon Alaska
Frozen Horizon Alaska, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Alaska Case No.
24-00155) on August 30, 2024, with up to $50,000 in assets and up
to $500,000 in liabilities.
Jennifer L. Neeleman, Esq., at Neeleman Law Group, P.C. represents
the Debtor as bankruptcy counsel.
FS INTERNATIONAL: Seeks Chapter 11 Bankruptcy Protection
--------------------------------------------------------
FS International Inc. filed Chapter 11 protection in the District
of Central California. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to
unsecured creditors.
About FS International Inc.
FS International Inc. -- https://www.fsinternational.in/-- is a
trusted, valued and leading supplier providing end-to-end
refractory and metal treatment solutions for Ferrous and
Non-Ferrous Casting Industry.
FS International Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18038) on October 1,
2024. In its petition, the Debtor estimated assets and liabilities
between $1 million and $10 million.
FTX TRADING: Wants Chapter 11 Plan Confirmed Over Final Hurdles
---------------------------------------------------------------
Ben Zigterman of Law360 Bankruptcy Authority reports that FTX is
seeking to push confirmation of its Chapter 11 plan over final
hurdles. The Debtor says that under its proposal, the company will
repay former customers in full, with interest, for the billions of
dollars they lost, but the insolvent cryptocurrency business faces
a slew of objections from the U.S. Trustee's Office and others.
About FTX Trading Ltd.
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
The official committee of unsecured creditors tapped Paul Hastings
as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as
Delaware and conflicts counsel; FTI Consulting, Inc. as financial
advisor; and Jefferies, LLC as investment banker.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FULCRUM BIOENERGY: Creditors Delay Loan Proposals, Sale
-------------------------------------------------------
James Nani of Bloomberg Law reports that Bankrupt Fulcrum BioEnergy
Inc.'s unsecured creditors have asked a court to hold off on
approving the clean-fuels company's requests for a compressed
timeline to sell its assets and obtain financing from its
pre-bankruptcy lenders.
Fulcrum's proposed bidding procedures would sell its Sierra
biofuels plant, a water treatment facility, and valuable power and
water contracts. The proposals should be rejected because the sale
timeline isn't adequte to market the assets, which will chill
bidding and stifle competition, a group of unsecured creditors said
in an objection Wednesday, October 2, 2024, at the US Bankruptcy
Court for the District of Delaware.
About Fulcrum Bioenergy
Fulcrum Bioenergy Inc. operates as a clean energy company described
as a pioneer in sustainable aviation fuel (SAF) production.
Fulcrum Bioenergy Inc. and its affiliates sought relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-12008) on Sept. 9, 2024. In the petition filed by Mark J. Smith,
as chief restructuring officer, the Debtor reports estimated assets
up to $50,000 and estimated liabilities between $100 million and
$500 million.
The Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtors tapped MORRIS, NICHOLS, ARSHT & TUNNELL LLP as counsel;
and DEVELOPMENT SPECIALISTS, INC., as investment banker. KURTZMAN
CARSON CONSULTANTS, LLC, d/b/a VERITA GLOBAL, is the claims agent.
G-III APPAREL: S&P Withdraws 'BB-' Issuer Credit Rating
-------------------------------------------------------
S&P Global Ratings withdrew its 'BB-' issuer credit rating on G-III
Apparel Group Ltd. at the issuer's request. S&P's rating outlook on
the company was stable at the time of the withdrawal.
GANDY'S TRANSPORT: Hires Cantey Hanger as Bankruptcy Counsel
------------------------------------------------------------
Gandy's Transport, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Cantey Hanger LLP
as bankruptcy counsel.
The firm will render these services:
a. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on behalf of
the Debtor, the defense of any bankruptcy court action commenced
against the Debtor, the negotiation of disputes in which the Debtor
is involved, and the preparation of objections to claims filed
against the Debtor's estate;
b. prepare motions, applications, answers, orders, reports,
and papers in connection with the administration and prosecution of
the Debtor's chapter 11 case; and
c. perform all other legal services in connection with the
chapter 11 case that are reasonable or necessary to satisfy the
obligations and duties required of a chapter 11 debtor.
The hourly rates charged by the firm for its services are as
follows:
M. Jermaine Watson, Shareholder $630
George Villa, Paralegal $215
The firm will also seek reimbursement for out-of-pocket expenses.
M. Jermaine Watson, Esq., a partner at Cantey Hanger, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
M. Jermaine Watson, Esq.
Cantey Hanger, LLP
600 W. 6th Street, Suite 300
Forth Worth, TX 76102
Tel: (817) 877-2800
Fax: (817) 333-2961
Email: jwatson@canteyhanger.com
About Gandy's Transport, LLC
Gandy's Transport, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
24-43354) on September 19, 2024, listing $500,001 to $1 million in
both assets and liabilities. M. Jermaine Watson, Esq. at Cantey
Hanger LLP represents the Debtor as counsel.
GENESIS HEALTHCARE: Moody's Alters Outlook on 'Ba2' Rating to Pos.
------------------------------------------------------------------
Moody's Ratings has affirmed Genesis Healthcare System's (GHS) Ba2
revenue bonds. The outlook is revised to positive from stable. GHS
had approximately $294 million of debt outstanding at fiscal
year-end 2023.
The outlook revision to positive is driven by GHS's continued
performance improvement, which will likely support lower leverage
including stronger cash to debt and lower debt to cash flow.
RATINGS RATIONALE
Affirmation of the Ba2 reflects GHS's strong market position and
growing outpatient footprint as a Medicare sole community provider
in a rural market. Operating cash flow (OCF) margins are forecast
to recover to the 5%-6% range. This will be aided by lower labor
expenses and volume growth following the 2023 opening of an
outpatient and surgery center in Coshocton. GHS also derives
material benefits from the 340B program. Management will focus on
building the system's balance sheet, including days cash and cash
to debt (currently around 100 days and 75%, respectively). While
susceptible to outmigration to larger Columbus systems, GHS is
well-aligned with its employed physician base, which it continues
to grow across certain specialties. Longer-term challenges to
revenue growth include the system's high government payor mix,
including an increasing share of Medicare Advantage.
RATING OUTLOOK
The positive outlook reflects the increasing likelihood that
Genesis will generate a 5% OCF margin in 2024 and approach 6%
thereafter. Improved cash flow would support stronger cash to debt
(above 75%) and debt to cash flow below 5x.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- OCF margins sustained at or above 5%-6%
-- Improved leverage, including cash to debt at or above 80% and
debt to cash flow below 5x
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Inability to sustain OCF margin above 4%
-- Reductions in 340B net income or loss of state supplemental
funding
LEGAL SECURITY
The Series 2013 Bonds and system's outstanding notes are equally
and ratably secured by mortgages on the Mortgaged Property and a
security in the Gross Revenues of the obligated group. GHS
maintains sufficient headroom to its financial covenants, which
include a semi-annual days cash on hand measurement (45 days), an
annual measurement of debt service coverage (1.1x) and maximum 70%
debt to capitalization.
PROFILE
Genesis Healthcare System is a standalone community hospital
located in Zanesville, Ohio about 55 miles east of Columbus. In
addition to acute care, GHS provides patients access to outpatient
services, including urgent care and outpatient surgery. GHS's
primary service area is comprised of six counties, including
Muskingum, Guernsey, Noble, Morgan, Perry and Coshocton.
METHODOLOGY
The principal methodology used in this rating was US Not-for-profit
Healthcare published in February 2024.
GEOTEL INVESTMENTS: Seeks to Hire Herrin Law as Bankruptcy Counsel
------------------------------------------------------------------
Geotel Investments, LLC, seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to hire Herrin Law, PLLC as
counsel.
The firm's services include:
a. providing legal advice with respect to his powers and
duties as debtor-in-possession;
b. preparing and pursuing confirmation of a plan and approval
of a disclosure statement;
c. preparing on behalf of the Debtors necessary applications,
motions, answers, orders, reports and other legal papers;
d. appearing in Court and protecting the interests of the
Debtor before the Court; and
e. performing all other legal services for the Debtor which may
be necessary and proper in these proceedings.
The firm will be paid at these rates:
Manolo Raphael Santiago, Esq. $400 per hour
C. Daniel C. Herrin, Esq. $400 per hour
Attorneys $300 per hour
Paralegals $125 to 190 per hour
Prior to the filing of this case, the Debtor paid the firm the
amount of $10,000 as retainer.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Manolo Raphael Santiago, Esq. a managing partner at Herrin Law,
PLLC, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
C. Daniel Herrin, Esq.
Herrin Law, PLLC
12001 N. Central Expy, Suite 920
Dallas, TX 75243
Tel: (469) 607-8551
Fax: (214) 722-0271
About Geotel Investments
Geotel Investments, LLC filed Chapter 11 petition (Bankr. E.D. Tex.
Case No. 23-41032) on June 12, 2023, with $500,001 to $1 million in
both assets and liabilities. Judge Brenda T. Rhoades oversees the
case. Robert H. Holmes, Esq., at Holmes Lawyer, PLLC is the
Debtor's bankruptcy counsel.
GLASS MANAGEMENT: Hires Leibowitz Hiltz & Zanzig as Counsel
-----------------------------------------------------------
Glass Management Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire
Leibowitz, Hiltz & Zanzig, LLC as counsel.
The firm will render these services:
a. advise the Debtor concerning its powers and duties as a
debtor and debtor in possession of its business and properties'
continued management and operation;
b. attend meetings with and negotiate with respective
creditors and other parties in interest;
c. advise and consult on the conduct of the case, including
all the legal and administrative requirements of operating in a
Chapter 11 case;
d. advise the Debtor concerning post-petition financing
arrangements and negotiate and draft necessary documents;
e. provide advice to the Debtor on legal issues arising in or
relating to the Debtor's ordinary course of business;
f. take all necessary actions to protect and preserve the
Debtor's estate, including prosecution of actions and proceedings
on its behalf, defense of any actions and proceedings commenced
against the estate, negotiation concerning all litigation in which
the Debtor may be involved, and objections to claims filed against
the estate;
g. prepare on behalf of the Debtor all motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estate.
h. prepare, on the Debtor's behalf, a plan of reorganization or
liquidation and all related agreements and documents and take any
necessary action on behalf of the Debtor to obtain confirmation of
such plan;
i. attend meetings with third parties and participate in
negotiations concerning the above matters;
j. appear before this Court, other courts, and the U.S.
Trustee, and protect the interests of the Debtor's estate before
such courts and the U.S. Trustee; and
k. perform all other necessary and appropriate legal services
and provide all necessary legal advice to the Debtor in connection
with this Chapter 11 case.
The firm customarily bills $550to $800 per hour for legal
services.
The firm received an initial retainer of $15,000, plus $1,718
towards the filing fee, from Ernest Edwards, the sole owner of the
debtor. Subsequently the Debtor paid an additional retainer of
$7,500.
David P Leibowitz, a partner at Leibowitz, Hiltz & Zanzig,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
David P Leibowitz, Esq.
Leibowitz Hiltz & Zanzig, LLC
53 West Jackson Blvd., Suite 1301
Chicago, IL 60604
Telephone: (312) 566-9008
Email: dleibowitz@lodpl.com
About Glass Management Services, Inc.
Glass Management Services offers glass installation, work, and
contracting services.
Glass Management Services, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Case No. 24-14036) on September 22, 2024, listing $3,029,997 in
assets and $11,989,444 in liabilities. The petition was signed by
Ernest B. Edwards as president.
Judge Janet S Baer presides over the case.
David P Leibowitz, Esq. at LEIBOWITZ, HILTZ & ZANIG, LLC represents
the Debtor as counsel.
GLATFELTER CORP: S&P Rates New $500MM Senior Secured Notes 'B+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to Glatfelter Corp.'s proposed $500 million senior
secured notes due 2031. The '3' recovery rating indicates its
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery for lenders in the event of a payment default. The company
plans to use the proceeds from these notes, along with its earlier
issued $1.085 billion first-lien term loan, to fund the tax-free
spin-off and merger of Berry Global's health, hygiene, and
specialty nonwovens and film business, to operate under the brand
name Magnera.
All of S&P's other ratings on Glatfelter, including its 'B+'
long-term issuer credit rating and '3' recovery rating on its
existing debt, are unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's recovery analysis assumes a capital structure that
includes a five-year $350 million asset-backed lending revolver
(ABL; not rated), a seven-year $1.085 billion first-lien term loan,
$500 million senior notes due 2029 (ranked pari passu with the
first-lien term loan), and $500 million senior secured notes due
2031.
-- S&P's simulated default scenario assumes a payment default in
2028 as a protracted delay in end-market demand, driven by weak
economic conditions and increased competitive pressures, lead to
significant revenue decline.
-- S&P values the company as a going concern. It believes that
following a payment default it would likely be reorganized rather
than liquidated due to its good market position and long-standing
customer relationships, and the quality of its production assets.
Simulated default assumptions
-- Simulated year of default: 2028
-- EBITDA at emergence: $283.2 million
-- EBITDA multiple: 5x
-- ABL facility: 60% drawn at default
-- S&P's estimated claim amounts include approximately six months
of accrued but unpaid interest
Simplified waterfall
-- Net enterprise value at default (after 5% administrative
costs): $1.345 billion
-- Obligor/nonobligor valuation split: 50%/50%
-- Priority claims (ABL): $216.3 million
-- Total value available to first-lien debt: $1.129 billion
-- Total first lien debt: $2.117 billion
--Recovery expectations: 50%-70% (rounded estimated: 50%)
GMS HOLDINGS: Seeks to Hire Lefkovitz & Lefkovitz as Legal Counsel
------------------------------------------------------------------
GMS Holdings LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Tennessee to hire Lefkovitz & Lefkovitz,
PLLC as counsel.
The firm's services include:
a. advising the Debtor as to its rights, duties, and powers as
Debtor-in Possession;
b. preparing and filing statements and schedules, plans, and
other documents and pleadings necessary to be filed by the Debtor
in this proceeding;
c. representing the Debtor at all hearings, meetings of
creditors, conferences, trials, and any other proceedings in this
case; and
d. performing such other legal services as may be necessary in
connection with this case.
The firm has received a total retainer $16,700.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Lefkovitz & Lefkovitz is a "disinterested person" as defined in
Bankruptcy Code Secs 101(14) and 327, according to court filings.
The firm can be reached through:
Jay R. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ, PLLC
908 Harpeth Valley Place
Nashville, TN 37221
Tel: (615) 256-8300
Fax: (615) 255-4516
Email: jlefkovitz@lefkovitz.com
About GMS Holdings
GMS Holdings LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Sec. 101(51B)).
GMS Holdings LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-03719) on Sept. 27,
2024. In the petition filed by Charles Larr Thorne, as chief
manager, the Debtor reports between $1 million and $10 million
each.
The Honorable Bankruptcy Judge Charles M. Walker handles the case.
The Debtor is represented by Jay Lefkovitz, Esq. at Lefkovitz &
Lefkovitz, PLLC.
GOLDNER CAPITAL: Files for Chapter 11 Bankruptcy
------------------------------------------------
Goldner Capital Management LLC and affiliates filed for Chapter 11
protection in the Eastern District of New York. According to court
filing, the Debtor reports between $10 million and $50 million in
debt owed to 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 6, 2024 at 2:00 p.m. in Room Telephonically on telephone
conference line: 1 (877) 960-2850. participant access code:
5942427.
About Goldner Capital Management LLC
Goldner Capital Management LLC is a limited liability company.
Goldner Capital Management LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-73789) on
October 2, 2024. In the petition filed by Samuel Goldner, as
manager, the Debtor reports estimated assets up to $50,000 and
estimated liabilities between $10 million and $50 million.
The Honorable Bankruptcy Judge Alan S. Trust handles the case.
The Debtor is represented by:
Gary F. Herbst, Esq.
LaMonica Herbst & Maniscalco, LLP
20 East Sunrise Highway
Valley Stream, NY 11581
GOODY'S FLEET: Michael Markham Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 21 appointed Michael Markham, Esq., as
Subchapter V trustee for Goody's Fleet Solutions, LLC.
Mr. Markham, a partner at Johnson Pope Bokor Ruppel & Burns, LLP,
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. Markham declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael C. Markham, Esq.
Johnson Pope Bokor Ruppel & Burns, LLP
401 E. Jackson Street, Suite 3100
Tampa, FL 33602
Phone: (727) 480-5118
Email: Mikem@jpfirm.com
About Goody's Fleet Solutions
Goody's Fleet Solutions, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05407) on
September 11, 2024, with up to $50,000 in assets and up to $500,000
in liabilities.
Judge Roberta A. Colton presides over the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor
as legal counsel.
GREELEY FLATS: Court Oks Bid to Appoint Chapter 11 Trustee
----------------------------------------------------------
Judge Kimberley H. Tyson of the U.S. Bankruptcy Court for the
District of Colorado denied in part and granted in part the motion
by Greeley Flats Investors, LLC ("GFI") to appoint a Chapter 11
trustee in the bankruptcy case of Greeley Flats, DST.
GFI filed the Motion asserting sufficient cause exists to appoint a
Chapter 11 trustee under Section 1104(a)(1) or (a)(2) of the
Bankruptcy Code. The Motion focused much of its attention on the
pre-petition behavior of the Debtor's authorized representative,
Patrick Nelson, in other cases in which Nelson or his controlled
entities are parties. Specifically, the Motion relies on judgments
and orders entered by Texas and New York courts.
For a Chapter 11 case to have any hope of being successful, a
debtor's management must be actively engaged and doing its best to
appropriately manage the debtor and the case. While the Court
suspects Nelson was being purposefully evasive, the uncontroverted
testimony demonstrates a near complete lack of understanding or
engagement in the management of Debtor or this case. Nelson's
confusion in a case pending only five months with a relatively few
number of substantive pleadings makes Nelson's confusion is even
more incredible.
The Court concludes this Chapter 11 case would benefit from the
appointment of a Chapter 11 trustee. A Chapter 11 trustee would
provide needed oversight of this case, maintain the Property and
operate it professionally, file accurate and detailed operating
reports, as well as ensure the proper documents and pleadings are
filed as necessary in this case. The appointment of a Chapter 11
trustee would benefit both Fannie Mae, GFI, and as well as the
other unsecured creditors.
In addition, the appointment of a Chapter 11 trustee would ensure
the Property is properly marketed (if that is the direction
determined to be best for all parties in interest), payments are
distributed, leading to an overall protection of the asset.
Finally, appointment of a Chapter 11 trustee would ensure all
measures are taken to lease the Property to prior year levels and
ensure Debtor and Property could generate sufficient income to pay
back all or a large part of investor monies.
Judge Tyson further ordered that the United States Trustee's Office
shall appoint a Chapter 11 Trustee.
A copy of the order is available for free at
https://urlcurt.com/u?l=PFxkNT from PacerMonitor.com.
About Greeley Flats, DST
Greeley Flats, DST, is organized as a Delaware statutory trust.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Colo.
Case No. 24-11573-KHT) on On April 3, 2024. The Debtor hired
Tucker Ellis LLP as counsel.
GREELEY FLATS: Trustee Taps Sonoran Capital Advisors as Accountant
------------------------------------------------------------------
Bryan Perkinson, Chapter 11 trustee of Greeley Flats, DST seeks
approval from the U.S. Bankruptcy Court for the District of
Colorado to employ Sonoran Capital Advisors as his accountant.
The firm will render these services:
(a) assist the Trustee in preparing financial disclosures
required by the Court, including any revisions/adjustments to the
Debtor's Schedules of Assets and Liabilities, any potential
revisions/adjustments to Statements of Financial Affairs, Monthly
Operating reports, and Rule 2015.3 Reports;
(b) assist in preparing or reviewing Debtor's financial
information, including, but not limited to, analyzing cash receipts
and disbursements, financial statement items, and proposed
transactions for which Court approval is sought;
(c) prepare enterprise, asset, and liquidation valuations;
(d) assist with the analysis, tracking, and reporting for any
financing arrangements and budgets;
(e) assist with identifying and implementing potential cost
containment opportunities;
(f) assist in reviewing Debtor's business and financial
condition generally;
(g) coordinate efforts to obtain debtor-in-possession
financing;
(h) attending meetings and assist in discussions with
potential investors, banks, and other lenders, any official
committee(s) appointed in this case, the United States Trustee,
other parties in interest and their professionals, as requested;
(i) communicate and negotiate with Debtor's creditor
constituents to aid the Trustee in maximizing recovery for all
stakeholders;
(j) assist in the preparation of information and analysis
necessary for the confirmation of a Chapter 11 plan, including
information contained in the disclosure statement, if confirmation
of a plan is found to be advisable by the Trustee;
(k) provide forensic accounting services necessary to
determine the disposition of the Debtor's assets and assist counsel
in developing litigation claims which may be estate property;
(l) assist with accounting services and coordination with any
sale process for any sale of assets;
(m) coordinate workflow administration between the Trustee's
professionals and creditor constituencies and their professionals;
(n) assist the Trustee with the day-to-day, short-term, and
long-term management of the bankruptcy process, including
evaluating strategic and tactical options with respect to
management of the reorganization of operations and sale of Debtor's
assets;
(o) render such other assistance as the Trustee or his
retained professionals may deem necessary consistent with the role
of an accountant to the extent that it would not be duplicative of
services provided by other professionals in this preceding.
The firm will be paid at these hourly rates:
Phillip Chapman $350 per hour
Kenneth Bloomquist $250 per hour
McKay Barney $195 per hour
Other Analysts $195 per hour
Phillip Chapman, director of SCA, assured the court that his firm
is a "disinterested person" as that term
is defined in 11 U.S.C. Sec. 101(14) and modified by 11 U.S.C. Sec.
1107(b).
The firm can be reached through:
Phillip Chapman, MBA
Sonoran Capital Advisors
1733 N. Greenfield Road, Suite 104
Mesa, AZ 85205
Phone: (480) 825-6650
Email: pchapman@sonorancap.com
About Greeley Flats, DST
Greeley Flats, DST, filed a Chapter 11 bankruptcy petition (Bankr.
D. Colo. Case No. 24-11573-KHT) on April 3, 2024. At the time of
filing, the Debtor estimated $10,000,001 to $50 million in both
assets and liabilities.
Judge Kimberley H. Tyson presides over the case.
The Debtor hires Tucker Ellis LLP as counsel.
HANGER INC: S&P Assigns 'B' ICR on Expected Refinancing
-------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Austin,
Texas-based orthotics and prosthetic (O&P) service provider Hanger
Inc.
S&P said, "We also assigned our 'B' issue-level and '3' recovery
ratings to its proposed senior secured credit facilities. The '3'
recovery rating reflects our expectation of meaningful (rounded
estimate: 50%) recovery in an event of a payment default.
"The stable outlook reflects our expectation that the company's
leading position in the industry and stable demand for its services
in the coming years will support its revenue and EBITDA growth,
helping Hanger maintain S&P Global Ratings-adjusted leverage below
6x and free cash flow to debt of at least 3%, despite its merger
and acquisition (M&A)-based expansion strategy."
Hanger Inc. plans to issue a new $1.150 billion first-lien term
loan to refinance its capital structure. The company will also
raise a new $200 million revolving credit facility and $150 million
delayed draw term loan, which S&P expects will be undrawn at
close.
The ratings on Hanger primarily reflect its high leverage under the
control of private-equity sponsor Patient Square Capital, partly
offset by solid long-term prospects based on stable demand. S&P
said, "Pro forma for the transaction, we expect adjusted debt to
EBITDA will be elevated, at about 6x in 2024. However, ongoing
acquisitions should translate into high-single-digit to
low-double-digit percent EBITDA growth and leverage reduction to
the mid- to high-5x area in 2025 and mid-5x area in 2026.
Nevertheless, there is longer-term uncertainty around leverage
reduction to below 5x given the potential for an aggressive
financial policy under private-equity ownership. We believe excess
cash flow could be used for shareholder-friendly activities,
including dividends, rather than debt repayment."
S&P said, "Since it is the largest provider of O&P services in the
U.S., we believe Hanger is well positioned to benefit from stable
demand trends. We believe demand for O&P services will be driven by
ongoing maintenance and replacement cycles, prevalence of injuries
and accidents, an aging population, and increasing incidence of
disease. At the same time, we believe that the growing use of
GLP-1s could reduce diabetes-related amputations longer-term, but
the timing and magnitude of the impact remain uncertain."
Hanger is the largest provider of O&P services in the U.S. With
locations in 49 states and annual sales approaching $1.5 billion,
the company commands an approximate 25% share of the O&P market,
which is significantly above that of its closest competitor. S&P
said, "Although we view the nature of competition in O&P services
as primarily local, Hanger benefits from a scale advantage,
allowing it to negotiate more favorable reimbursement rates and
purchasing terms with payors and vendors. We also believe that its
scale and reputation differentiate it from smaller competitors,
which helps the company attract, retain, and efficiently use
skilled clinicians. This allows it to operate more efficiently,
offering better returns on investment, especially in critical areas
such as IT systems for processing reimbursement claims and
logistics, compared with small O&P providers. In recent years, the
company has upgraded its enterprise resource planning systems, as
well as its logistic centers, further solidifying its leading
position in the industry. These investments, as well the knowledge
it gained over years in optimizing the reimbursement process,
allowed it to maintain a relatively low level of declined claims
(at about 4%-5% of sales). We also believe that over its long
history of operations Hanger has established a large network of
referring physicians, which adds to its competitive advantage."
S&P said, "We believe the company's previous investments in
automation and its ability to navigate complex reimbursement and
billing processes will enable it to maintain S&P Global
Ratings-adjusted margins in 14%-15% range.We think the investments
Hanger made in previous years to enhance automation and improve
efficiency in processing reimbursement and billing, as well as its
scale advantage in purchasing O&P devices, should enable it to
maintain and gradually improve its profitability over time. We
forecast the company's S&P Global Ratings-adjusted EBITDA margin
will be in the 14%-15% range in 2024-2026 with good prospects for
improvement thereafter."
Reimbursement risk is significant, but historical trends have been
favorable. S&P said, "Hanger's exposure to potential adverse
changes in reimbursement is significant, in our view. We estimate
Hanger's payor mix includes about 60% exposure to
government-related payors, albeit through contracts with various
institutions (Medicare--16%, Medicaid--4%, Managed Medicare--17%,
Managed Medicaid--13%, and Veteran's Administration--10%; in total,
about 60%), about 35% commercial payer, and 5% patient self-pay. We
believe the risk stems from Hanger's high reliance on
government-related payors, and the government's ability to
unilaterally reduce or introduce adverse changes to reimbursement,
particularly given rising budget pressures."
S&P said, "At the same time, reimbursement developments in recent
years have been favorable, including 3.4%-3.8% increases to the
Centers for Medicare & Medicaid Services (CMS) Durable Medical
Equipment and the Prosthetics/Orthotics & Supplies (DMEPOS) fee
schedule in fiscals 2023-2025, compared with updates of about 1%
over fiscals 2014-2021. We believe higher reimbursement updates
reflect in part the nondiscretionary nature of the services but
also the high inflationary environment in recent years (about 56%
of Hanger's total reimbursement benefits from automatic Consumer
Price Index-based rate escalators through the CMS DMEPOS fee
schedule and related methods).
"We believe GLP-1s could reduce diabetes-related amputations longer
term, but the timing and magnitude of the impact remain
uncertain.While O&P market demand is driven by multiple underlying
diseases, injuries, or accidents, a high percentage of major
amputations are caused by cardiovascular or diabetes-related
conditions. We estimate that 40%-50% of Hanger's prosthetics
business is driven by these conditions. Many patients with
cardiovascular or diabetes-related diseases are also obese. The
prescription of glucagon-like peptide-1 agonists, commonly referred
to as GLP-1s, to treat type 2 diabetes was approved by the FDA in
2005 and to treat obesity in 2014. However, demand for GLP-1s has
increased significantly of late because of their weight loss
benefits. We believe the prescription of GLP-1s has the potential
to lower obesity levels globally over time and thus somewhat
reduce, over the long term, the diabetic population, in turn
reducing the occurrence of major amputations. However, variables
such as accessibility (given the current high cost and limited
insurance coverage), pace of adoption, adherence, and drug side
effects will likely determine how quickly and to what extent GLP-1s
will alter market dynamics.
"We forecast S&P Global Ratings-adjusted leverage to remain above
5x over the next couple of years given the company's private equity
ownership and acquisition-driven growth strategy.Since being
acquired by private-equity sponsor Patient Square Capital in 2022,
Hanger has pursued multiple M&As, which have increased its
geographic reach and scale. We expect the company will continue to
prioritize growth through M&A and shareholder rewards over debt
reduction. Following the proposed refinancing transaction, we
expect S&P Global Ratings-adjusted debt leverage in the 5x-6x
range. At the same time, we believe the company has established a
track record of successful integration of the acquired entities,
which supports its ability to increase earnings and maintain
similar leverage going forward. We also believe that the improving
interest rate environment should support the company's ability to
generate positive free operating cash flow (FOCF), with an S&P
Global Ratings-adjusted FOCF-to-debt ratio in 4%-6% range in the
next couple of years.
"The stable outlook reflects our expectation that the company's
leading position in the industry and stable demand for its services
in the coming years will support its revenue and EBITDA growth,
helping Hanger maintain S&P Global Ratings-adjusted leverage below
6x and free cash flow to debt of at least 3%, despite its M&A-based
expansion strategy.
"We could downgrade the company if we expected its FOCF-to-debt
ratio to decline to below 3%. This could occur due to prolonged
margin pressures; weaker-than-expected patient volumes; material
reimbursement cuts; or large, debt-funded acquisitions without
sufficient EBITDA contribution.
"Although unlikely given its private-equity ownership, we could
raise the rating if Hanger reduced debt leverage below 5x, with a
sponsor commitment to sustaining it at that level over the longer
term.
"Governance is a moderately negative consideration in our credit
rating analysis of Hanger, as is the case for most rated entities
owned by private-equity sponsors. We believe the company's highly
leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of the controlling
owners. This also reflects the generally finite holding periods and
a focus on maximizing shareholder returns."
HARDROCK GCS: Hires DeMarco-Mitchell PLLC as Bankruptcy Counsel
---------------------------------------------------------------
Hardrock GCS, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Texas to hire DeMarco-Mitchell, PLLC as its
bankruptcy counsel.
The firm will render these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal papers
in connection with the administration of the estate;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Attorney $400
Michael S. Mitchell, Attorney $300
Barbara Drake, Paralegal $125
The firm received a retainer in the amount of $7,500 from the
Debtor.
Mr. DeMarco disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
DeMarco-Mitchell, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
About Hardrock GCS, LLC
Hardrock GCS, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60543) on
September 2, 2024, listing under $1 million in both assets and
liabilities. Robert T. DeMarco, Esq. at DEMARCO MITCHELL, PLLC
represents the Debtor as counsel.
HILCORP ENERGY I: Moody's Rates New Senior Unsecured Notes 'Ba2'
----------------------------------------------------------------
Moody's Ratings assigned a Ba2 rating to Hilcorp Energy I, L.P.'s
(Hilcorp or Hilcorp Energy) proposed offering of senior unsecured
notes. Hilcorp's existing ratings, including its Ba1 Corporate
Family Rating, Ba1-PD Probability of Default Rating, existing Ba2
senior unsecured notes ratings, and stable outlook are unchanged.
Net proceeds from the proposed notes offering are intended to be
primarily used to repay Hilcorp's revolver borrowings, general
partnership purposes and to pay a portion of the purchase prices of
its pending acquisitions.
"Hilcorp Energy's proposed notes issuance is opportunistically
repaying existing debt and improving financial flexibility," said
Amol Joshi, Moody's Ratings Vice President and Senior Credit
Officer.
RATINGS RATIONALE
The Ba2 rating on the proposed senior unsecured notes is consistent
with the ratings of Hilcorp's existing senior unsecured notes. The
new notes will rank equal in right of payment with Hilcorp's
existing senior unsecured notes. The notes are rated one notch
below Hilcorp's Ba1 CFR, reflecting the notes' junior priority
claim on assets to borrowings under its secured borrowing base
revolving credit facility.
Hilcorp's Ba1 CFR is supported by the significant size of its E&P
operations with a diversified geographic presence across several
hydrocarbon basins. The company owns a portfolio of mature, legacy
fields with an operating strategy underpinned by a disciplined
approach to ongoing field optimization and cost management. In
June, Hilcorp announced an agreement to acquire Alaska oil assets
and add to its existing North Slope assets. In September, Hilcorp
signed an agreement to acquire certain assets located in Southeast
New Mexico and West Texas. Moody's expect Hilcorp to hedge a
significant proportion of its production volumes from these pending
acquisitions and utilize free cash flow after distributions to
primarily repay debt. While these transactions increase debt
balances and other obligations, Hilcorp should generate meaningful
free cash flow and likely organically reduce leverage through 2025.
At the same time, additional acquisitions funded with debt could be
credit negative if cash flow-based leverage metrics do not remain
supportive or expected debt reduction is not achieved.
Hilcorp's focus on primarily mature fields with conventional assets
in Alaska and the Lower 48 US states is associated with lower
capital spending intensity with shallower production decline rates,
while being constrained by relatively high asset retirement
obligations and operating costs. Mr. Jeffery Hildebrand has
singular control over its operations through his ownership of
Hilcorp's general partner. While the credit profile considers
Hilcorp's partnership and governance structure, concentrated
ownership and commercial relationships with affiliated entities
controlled by Mr. Hildebrand, it also recognizes the company's
solid track record under his control and leadership.
Moody's expect the company's liquidity position to be good through
2025. At June 30, Hilcorp had $54 million of balance sheet cash.
Hilcorp's secured revolver matures in 2028 and had $1.75 billion in
commitments at June 30. The revolver has a sizeable $3.5 billion
borrowing base reflecting potential additional liquidity subject to
commitments. At September 27, the company had $460 million of
revolver borrowings, although Moody's expect increased borrowings
to fund the announced acquisitions. The company expects its
revolver commitments to increase to $2.01 billion in October as
part of the semi-annual borrowing base redetermination process with
new commercial bank lenders joining the bank syndicate and
additional lending commitments from existing banks. Hilcorp should
generate meaningful free cash flow to reduce debt and support its
liquidity through 2025. The revolver has maintenance covenants
including maximum debt to EBITDA and minimum current ratio. The
company is expected to remain comfortably in compliance with these
covenants through 2025.
The stable outlook reflects Moody's expectation that the company
will continue to generate meaningful free cash flow and reduce debt
balances.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
While unlikely in the near-term, a rating upgrade could be
considered if Hilcorp generates consistent free cash flow after
sufficiently reinvesting in the business, and its future growth
strategy does not entail significantly increasing financial
leverage to fund acquisitions or materially deviate from its
historic focus on creating value through the acquisition of mature,
legacy fields. For an upgrade, the company's retained cash flow
(RCF) to debt should exceed 50%, with conservative financial
policies that balance debtholders' interests and owner
distributions even in a high commodity price environment. Ratings
could be downgraded if Hilcorp's RCF/debt falls below 25%, or debt
levels increase significantly to fund a major acquisition or
distributions.
Hilcorp Energy I, L.P. is a private limited partnership
headquartered in Houston, Texas. The company's primary producing
assets are located in Alaska, Texas, Louisiana, Wyoming, San Juan
Basin and the Utica.
The principal methodology used in this rating was Independent
Exploration and Production published in December 2022.
HOSPITAL FOR SPECIAL SURGERY: Case Summary & 20 Top Unsec Creditors
-------------------------------------------------------------------
Debtor: Hospital for Special Surgery, LLC
100 NE 85th Street
Oklahoma City, OK 73114
Business Description: The Debtor is a Medicare-certified surgical
specialty hospital in Oklahoma City that
specializes in diagnostic, surgical and
rehabilitative services.
Chapter 11 Petition Date: October 7, 2024
Court: United States Bankruptcy Court
Western District of Oklahoma
Case No.: 24-12862
Debtor's Counsel: Mark A. Craige, Esq.
CROWE & DUNLEVY
222 N. Detroit Avenue
Suite 600
Tulsa, OK 74120
Tel: 918-592-9800
Fax: 918-592-9801
Email: mark.craige@crowedunlevy.com
Total Assets: $8,285,647
Total Liabilities: $21,797,844
The petition was signed by Steve Hockert as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/FQVIQGA/Hospital_for_Special_Surgery_LLC__okwbke-24-12862__0001.0.pdf?mcid=tGE4TAMA
HUB INT'L: Moody's Alters CFR to B2 & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Ratings has upgraded Hub International Limited's (Hub)
corporate family rating to B2 from B3 and its probability of
default rating to B2-PD from B3-PD, based on the company's steady
credit metrics and Moody's expectation that Hub will maintain
financial leverage toward the low end of its historical range.
Moody's also upgraded Hub's senior secured credit facility ratings
to B1 from B2, and its senior unsecured note rating to Caa1 from
Caa2. In addition, Moody's upgraded the senior secured bank credit
facility of Hub International Canada West ULC to B1 from B2. The
rating outlook for both entities has changed to stable from
positive.
RATINGS RATIONALE
Hub's ratings upgrade reflects its solid market position in North
American insurance brokerage, good diversification across products
and geographic areas in the US and Canada, and consistently strong
EBITDA margins. Hub has generated organic growth in the mid-single
digits over time supported by strong retention and new business
generation. Moody's expect that Hub will maintain a debt-to-EBITDA
ratio around 7x or lower (per Moody's calculations) while
continuing to pursue acquisitions.
The company ranks as the world's fifth-largest insurance broker
based on 2023 revenue, according to Business Insurance. It has a
strong presence in the middle market and offers a diversified mix
of property and casualty, employee benefits and risk management
products with expertise in several industries. Hub also ranks among
the 10 largest wholesalers and managing general agents focused
primarily on specialty liability products. These strengths are
tempered by the company's relatively high debt burden and modest
fixed charge coverage. The company also faces potential liabilities
from errors and omissions, a risk inherent in professional
services. Hub will continue to pursue acquisitions, which carry
execution risk, although the company has a good track record of
integrating small and midsize brokers through common operating
platforms and information systems.
Hub reported healthy organic growth of 6.5% through the first six
months of 2024, including 6.6% in the US and 6.0% in Canada.
Moody's expect organic growth to continue in the mid-single digits
based on Hub's good business diversification, client retention and
new business generation, supplemented by acquisitions. Moody's
expect that Hub will generally manage its debt-to-EBITDA ratio in
the range of 6.5x -7.0x (per Moody's calculations), with (EBITDA -
capex) interest coverage above 1.5x, and a free-cash-flow-to-debt
ratio in the low-to-mid-single digits. These metrics incorporate
Moody's accounting adjustments for operating leases, deferred
earnout obligations and run-rate earnings from completed
acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The following factors could lead to a rating upgrade for Hub: (i)
debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of
interest above 2.5x, and (iii) free-cash-flow-to-debt ratio above
6%.
The following factors could lead to a rating downgrade for Hub: (i)
debt-to-EBITDA ratio consistently above 7x, (ii) (EBITDA - capex)
coverage of interest below 1.5x, or (iii) free-cash-flow-to-debt
ratio below 3%.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in February 2024.
Based in Chicago, Hub ranks among the world's five largest
insurance brokers, providing property and casualty, life and
health, employee benefits, and risk management products and
services through retail and wholesale brokers. The company
generated total revenue of $4.5 billion in the 12 months through
June 2024.
HYPERION UTS: Seeks to Hire Essex Richards as Bankruptcy Counsel
----------------------------------------------------------------
Hyperion UTS Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of North Carolina to hire Essex Richards, P.A.
as bankruptcy counsel.
The firm will provide these services:
a. provide legal advice concerning the responsibilities as a
Chapter 11 debtor-in-possession and the continued management of the
its business;
b. negotiate, prepare and pursue confirmation of a Chapter 11
plan and approval of disclosure statement, and all related
reorganization agreements and or documents;
c. prepare all necessary motions, applications, reports,
orders, objections and the like associated with prosecuting the
Chapter 11 case;
d. prepare and appear in Bankruptcy Court to protect the
Debtor's best interest;
e. preform and the appear in Bankruptcy Court to protect the
Debtor's best interest; and
f. prosecute and defend the Debtor in all adversary
proceedings related to the base case.
The firm will be paid at these rates:
John C. Woodman $400 per hour
Paralegal $175 per hour
Staff $65 per hour
The firm will be paid a retainer in the amount of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John C. Woodman, Esq., a partner at Essex Richards, P.A., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
John C. Woodman, Esq.
ESSEX RICHARDS PA
1701 South Boulevard
Charlotte, NC 28203
Tel: (704) 377-4300
Fax: (704) 372-1357
Email: jwoodman@essexrichards.com
About Hyperion UTS
Hyperion UTS Inc. was formed on September 20, 2017, in California.
The Company operates as a trucking and logistics provider, offering
shipping services throughout the continental United States. Based
in North Carolina, Hyperion UTS focuses on delivering efficient
logistics solutions to meet the needs of its clients, facilitating
timely transportation and delivery of goods across various
regions.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.C. Case No. 24-30777) on September
10, 2024, with $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. John C. Woodman, president, signed the
petition.
John C. Woodman, Esq. ESSEX RICHARDS PA, represents the Debtor as
legal counsel.
INGRAM MICRO: Fitch Puts 'BB-' LongTerm IDR on Watch Positive
-------------------------------------------------------------
Fitch Ratings has placed the 'BB-' Long-Term Issuer Default Ratings
(IDRs) of Ingram Micro Holding Corporation (IMHC) and its
subsidiary Ingram Micro Inc. (IMI; IMHC and IMI collectively
referred to as Ingram), as well as IMI's debt ratings, on Rating
Watch Positive (RWP). This action follows Ingram filing a public
registration statement for an initial public offering (IPO). Ingram
plans to use its share of IPO proceeds to fund term loan
repayment.
The RWP reflects Fitch's expectation that the term loan repayment
will accelerate Ingram's debt reduction plans and improve EBITDA
leverage to below 4.0x on a sustained basis, which is Fitch's
positive leverage sensitivity.
Fitch expects to resolve the RWP following completion of the equity
offering and debt repayment. This could result in an upgrade
depending on the amount of repayment and management's medium-term
financial policies. Ingram's financial sponsor, Platinum Equity, is
also selling shares in the IPO and will continue to influence these
policies.
Key Rating Drivers
Accelerated Debt Reduction: Ingram has filed a Form S-1, indicating
that both the company and its financial sponsor, Platinum Equity,
plan to sell shares in an IPO. Ingram intends to use its share of
the proceeds to repay a portion of its term loan facility. The
filing does not specify the amount allocated for term loan
repayment at this time, but Fitch believes the IPO will accelerate
Ingram's debt reduction plans. The term loan repayment could result
in leverage of below 4.0x on a sustained basis (3.9x at June 29,
2024) with further improvement likely in 2025.
Ingram demonstrated its commitment to debt reduction by voluntarily
repaying $250 million of its term loan in 2024 (as of Sept. 20,
2024), after making meaningful repayments in previous years.
Platinum Equity will retain a majority stake in Ingram post-IPO,
resulting in potentially more aggressive financial policies and
uncertainty regarding the adoption of a leverage target. While this
somewhat constrains the rating, it does not preclude upward rating
momentum if Fitch observes continued debt repayment and sponsor
alignment.
Market Leadership and Scale: Ingram is the second largest global
technology distributor, offering customers and suppliers a global
footprint that optimizes logistics and enables suppliers to reach
fragmented demand. With revenues approaching $50 billion and
operations in 57 countries, Ingram leverages its global footprint
to optimize logistics and meet demand where it exists for over 161
thousand customers. Ingram's market position is underpinned by its
scale, broad product portfolio with over 1,500 vendor partners, and
extensive distribution footprint.
Highly Adaptable: Fitch believes Ingram is well positioned to adapt
to the changing technology environment, partially due to its
advanced solutions and cloud businesses. Ingram's advanced
solutions business has eight Centers of Excellence that focus on
critical and emerging technologies such as cyber security and data
centers, and are staffed by more than 1 thousand engineers.
Ingram's cloud business, while still a small proportion of revenue,
bolsters its ability to adapt as technology moves to "as a service"
offerings.
Financial Flexibility: Counter-cyclical FCF profile supports
Ingram's strong financial flexibility. During periods of expansion,
Ingram invests in working capital, resulting in cash outflows;
however, this dynamic reverses during contractionary periods,
meaning that sales declines typically lead to cash inflows. As a
result, Ingram naturally deleverages during periods of revenue
declines. However, there can be a lag due to inventory building on
the balance sheet and accounts receivables extending. Both could
cause write-downs in periods of economic contractions.
Challenging Industry Dynamics: The IT distribution business is
relatively consolidated, with Ingram and TD SYNNEX representing a
significant share of the total market. Despite this, the industry
is both competitive and low-margin due to vibrant competition
between IT distributors and the significant leverage that IT
vendors have over distributors. Certain vendors are very large and
account for a meaningful proportion of Ingram's consolidated sales,
which enables them to influence Ingram's margins.
Ingram's EBITDA margins have historically been below 2.5%, and
margins can deteriorate quickly during economic downturns due to
the need for a certain amount of fixed costs, as well as the
potential for inventory write-downs associated with product
obsolescence. In addition, FCF tends to be weak or negative during
periods of growth due to the substantial working capital
investments needed to fund inventory and receivables. Nevertheless,
Ingram has a solid track record of profitable growth.
Rating Linkage: There is a parent subsidiary relationship between
IMHC and IMI. Fitch determines IMHC's standalone credit profile
(SCP) based on consolidated metrics and considers IMI's SCP
stronger than that of IMHC. As such, Fitch has followed the
stronger subsidiary path. Legal ring fencing is open given the
limited limitations on flows between the entities. Access and
control are also open given IMHC's 100% ownership interest in IMI.
Due to the aforementioned rating linkages, Fitch rates both
entities on a consolidated credit profile with the same IDRs.
Derivation Summary
Ingram's ratings reflect a defensible market position and strong
financial flexibility, which are balanced against credit metrics
that are weaker than its investment-grade peers. Ingram competes
directly with TD SYNNEX Corporation (TD SYNNEX; BBB-/Stable) and
regional players such as ScanSource, Inc. and ALSO Holding, which
are not rated by Fitch. Ingram also competes to a lesser extent
with Arrow Electronics, Inc. (BBB-/Stable), Avnet, Inc.
(BBB-/Stable).
Ingram is the second largest IT wholesale distributor. It is
moderately smaller than TD SYNNEX, which has lower leverage than
Ingram, with 2.8x compared to 4.0x as of December 2023, and a
defined financial policy targeting leverage in the 2.0x-3.0x range.
Ingram has no stated leverage target and is owned by a private
equity sponsor, which makes it difficult to assess its tolerance
for leverage over time. The rating variance between TD SYNNEX and
Ingram primarily reflects Ingram's higher leverage and uncommitted
financial policies. TD SYNNEX's EBITDA margin is approximately
50bps higher than Ingram's.
Avnet and Arrow are primarily semiconductor and component wholesale
distributors; therefore, these companies do not generally compete
with Ingram, though there is some overlap in certain areas. These
peers have lower leverage than Ingram and stated leverage targets
of 3.0x or below. In addition, their EBITDA margins exceed that of
Ingram.
Key Assumptions
- Revenue growth in the low single digits through 2026, driven
primarily by rising sales in cloud and advanced solutions in 2024,
with growth picking up in commercial & consumer from 2025 onwards;
- An EBITDA margin around 2.4%;
- SOFR rate of 5.00% in 2024 and 4.25% in 2025;
- Assumed cash taxes of 27% as a percent of pre-tax income;
- No acquisitions or shareholder distributions, with the exception
of $5 million in annual minority interest distributions;
- Voluntary debt repayment of $275 million annually;
- Factoring, receivables and uncommitted lines forecasted to be
constantly renewed.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
To resolve the Rating Watch Positive:
- Ingram completes its equity offering and uses proceeds to repay
debt in a sufficient quantity that Fitch is confident leverage will
remain below 4.0x on a sustained basis.
On a standalone basis:
- EBITDA leverage sustained below 4.0x;
- Introduction of a formal financial policy with an explicit
leverage target consistent with a stronger rating;
- FCF margins averaging near 1% through a cycle.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustained above 4.5x;
- Sustained cash burn through a cycle.
Liquidity and Debt Structure
Strong Liquidity and Financial Flexibility: As of June 29, 2024,
Ingram's liquidity consisted of $929 million of cash and full
availability on its $3.5 billion multi-currency ABL revolving
credit facility, which provides substantial flexibility to adapt to
working capital changes. Fitch considers all of Ingram's cash
readily available, but a significant proportion is located outside
the U.S., resulting in potential friction if Ingram wished to
repatriate it. The company has no material near-term debt
maturities; Ingram's senior secured notes and ABL mature in 2029,
and its term loan matures in 2031.
Ingram may also access additional sources of liquidity, not counted
in Fitch's calculation of liquidity, including accounts receivables
factoring facilities and $960 million of other liquidity sources
including lines of credit and short-term overdraft facilities, most
of which are on an uncommitted basis. Ingram's diversified sources
of liquidity provide significant operating flexibility, with no
need to access capital markets in the next 24 months.
Ingram typically maintains above $10 billion in aggregate accounts
receivables and inventory balances, suggesting that the borrowing
base provides for significant overcollateralization and full
availability on the ABL facility. Fitch believes liquidity is
further enhanced by Ingram's counter-cyclical working capital
profile, which typically results in improved FCF during a downturn,
providing elevated liquidity support during adverse macro
environments.
Issuer Profile
Ingram is one of the largest global wholesale distributors of
Information Technology (IT) products. The company primarily
distributes IT hardware (servers, storage, PCs) as well as software
and services to value-added resellers (VARs) who in-turn sell these
offerings to end-customers.
Summary of Financial Adjustments
Fitch has adjusted historical EBITDA to remove the effects of
reported merger, integration and transaction costs; restructuring
costs; gain / loss on investments and other asset sales (including
the divestiture of CLS); and acquisition consideration revaluation.
Fitch also deducts minority interest dividends from its EBITDA
calculation.
In addition, Fitch has adjusted reported debt and financing cash
flow to include the balance of receivables sold and the annual
changes related to such balances, respectively, in connection with
off balance sheet factoring programs. Fitch has also reclassified
proceeds from deferred purchase price (DPP) of factored receivables
from cash flow from investing to cash flow from operations.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
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
Fitch does not provide ESG relevance scores for Ingram Micro
Holding Corporation, Ingram Micro Inc.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Ingram Micro
Holding Corporation LT IDR BB- Rating Watch On BB-
Ingram Micro Inc. LT IDR BB- Rating Watch On BB-
senior secured LT BB+ Rating Watch On RR1 BB+
senior secured LT BB+ Rating Watch On RR2 BB+
INGRAM MICRO: Moody's Puts 'Ba3' CFR on Review for Upgrade
----------------------------------------------------------
Moody's Ratings placed Ingram Micro Inc.'s ratings on review for
upgrade, including the Ba3 corporate family rating, Ba3-PD
probability of default rating, and B1 ratings on the senior secured
notes and senior secured term loan. Previously, the outlook was
stable.
The review for upgrade follows the company's initial public
offering filing on September 30, 2024. Ingram Micro intends to use
the net proceeds to repay a portion of the outstanding borrowings
under the term loan facility. In addition, the company has a track
record of debt repayment and deleveraging and Moody's expect it to
continue.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The rating review will focus on Ingram Micro's capital structure
and financial policies post-closing of the IPO (including board
composition and shareholder returns). Governance considerations
were material to this action. Moody's expect that Ingram Micro will
remain majority owned and controlled by its existing private equity
sponsor, Platinum Equity; however, the company will benefit from
the additional transparency associated with becoming a public
listed company and the potential for a more conservative financial
profile. Moody's expect to conclude the review process shortly
after the completion of the proposed IPO.
Ingram Micro's ratings could be upgraded if the company
demonstrates commitment to prudent financial policies, maintains
debt/EBITDA in the low 3x range (Moody's adjusted) and very good
liquidity.
Given the review for upgrade, a downgrade is unlikely at this time.
However, ratings could be downgraded if Ingram Micro adopts more
aggressive financial policies, debt/EBITDA is sustained above
3.75x, or liquidity were to weaken. Negative pressure would also
build if increased competition from distributors and vendors/OEMs
that causes meaningful market share losses, pricing pressures, or
margin erosion.
Headquartered in Irvine, California, Ingram Micro is one of the
largest global information technology wholesale distributors
providing sales, marketing, and supply chain solutions. Owned by
private equity sponsor, Platinum Equity, the company generated
$47.8 billion of revenue in the LTM June 29, 2024.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
INSEEGO CORP: CAO Owns 30K Shares and 10K Stock Options
-------------------------------------------------------
James Paul McClaskey, Chief Accounting Officer of Inseego Corp.,
filed a Form 3 Report with the U.S. Securities and Exchange
Commission, disclosing direct beneficial ownership of 30,000 shares
of common stock. Additionally, Mr. McClaskey reported beneficial
ownership of 10,000 stock options exercisable at a price of $2.20,
which will expire on December 21, 2033. The stock options and
restricted stock units are scheduled to vest over a four-year
period, with one-fourth vesting on the first anniversary of the
grant date and the remainder vesting ratably on a monthly basis
thereafter through the fourth anniversary of the grant date.
A full-text copy of Mr. McClaskey's SEC Report is available at:
https://tinyurl.com/5bdrbe72
About Inseego
San Diego, Calif.-based Inseego Corp. is in the design and
development of cloud-managed wireless broadband and intelligent
edge solutions.
As of June 30, 2024, Inseego had $149.6 million in total assets,
$251.3 million in total liabilities, and $101.8 million in total
stockholders' deficit.
Going Concern
As of March 31, 2024, Inseego reported available cash and cash
equivalents totaling $12.3 million and working capital of $3.6
million. The Company's Credit Facility, which had an outstanding
balance of $4.7 million, was voluntarily paid off and terminated
effective April 18, 2024.
The Company generated positive cash flow from operations for both
the year ended December 31, 2023, and the three months ended March
31, 2024. Additionally, in April 2024, Inseego received a $15
million upfront payment from a customer related to a two-year
service contract. These developments contributed positively to its
liquidity, prompting the voluntary termination of the Credit
Facility to reduce financing costs.
Inseego's 3.25% convertible senior notes due in May 2025 carry a
principal balance of $161.9 million, maturing on May 1, 2025. The
Company intends to restructure or refinance the 2025 Notes and is
actively negotiating to do so. However, there is no assurance that
any necessary restructuring or financing will be available on
favorable terms or at all. Due to the uncertainty surrounding the
refinancing of the 2025 Notes, accounting guidance necessitates
disclosure of substantial doubt about the Company's ability to
continue as a going concern within the next 12 months following the
filing of its financial statements.
INSEEGO CORP: Names James McClaskey as Principal Accounting Officer
-------------------------------------------------------------------
In the past year, Inseego has significantly bolstered its
accounting, financial reporting and internal controls capabilities
through a series of changes, including the addition of James Paul
McClaskey in December 2023, who joined the Company in the
newly-created role of Vice President and Chief Accounting Officer.
Consistent with the responsibilities of this position, on September
30, 2024, the Board of Directors of Inseego Corp. designated Mr.
McClaskey as the Company's Principal Accounting Officer,
reporting-in to the Company's Chief Financial Officer, Steven
Gatoff.
Prior to joining the Company, Mr. McClaskey, 47, served at Berkeley
Lights, Inc., as Chief Accounting Officer from 2022 to 2023 and as
Vice President, Accounting, from 2021 to 2022. From 2014 to 2021,
Mr. McClaskey held roles of increasing responsibility at DISH
Network Corporation, serving as Vice President of Accounting from
2019 to 2021 and as Director of Financial Reporting from 2014 to
2019. Mr. McClaskey also held roles of increasing responsibility at
URS Corporation, from 2012 to 2014, including Director of Technical
and International Accounting. In addition, Mr. McClaskey held roles
in both the audit and advisory practices of KPMG, LLP from 2003 to
2012. Mr. McClaskey earned a Bachelor of Arts in Economics from the
University of Puget Sound and a Master of Accounting degree from
the University of Arizona. Mr. McClaskey is a licensed CPA and is a
CFA charterholder.
Mr. McClaskey's compensatory arrangements will not change as a
result of his designation as the Company's Principal Accounting
Officer. There are no arrangements or understandings between Mr.
McClaskey and any other person pursuant to which he was designated
as Principal Accounting Officer. Mr. McClaskey does not have any
family relationship with any director or other executive officer of
the Company or any person nominated or chosen by the Company to
become a director or executive officer, and there are no
transactions in which Mr. McClaskey has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
About Inseego
San Diego, Calif.-based Inseego Corp. is in the design and
development of cloud-managed wireless broadband and intelligent
edge solutions.
As of June 30, 2024, Inseego had $149.6 million in total assets,
$251.3 million in total liabilities, and $101.8 million in total
stockholders' deficit.
Going Concern
As of March 31, 2024, Inseego reported available cash and cash
equivalents totaling $12.3 million and working capital of $3.6
million. The Company's Credit Facility, which had an outstanding
balance of $4.7 million, was voluntarily paid off and terminated
effective April 18, 2024.
The Company generated positive cash flow from operations for both
the year ended December 31, 2023, and the three months ended March
31, 2024. Additionally, in April 2024, Inseego received a $15
million upfront payment from a customer related to a two-year
service contract. These developments contributed positively to its
liquidity, prompting the voluntary termination of the Credit
Facility to reduce financing costs.
Inseego's 3.25% convertible senior notes due in May 2025 carry a
principal balance of $161.9 million, maturing on May 1, 2025. The
Company intends to restructure or refinance the 2025 Notes and is
actively negotiating to do so. However, there is no assurance that
any necessary restructuring or financing will be available on
favorable terms or at all. Due to the uncertainty surrounding the
refinancing of the 2025 Notes, accounting guidance necessitates
disclosure of substantial doubt about the Company's ability to
continue as a going concern within the next 12 months following the
filing of its financial statements.
IRECERTIFY LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: IRecertify
DBA Warehouse B
500 South 500 West, BLDG 3
Lindon, UT 84042
Business Description: IRecertify is a merchant wholesaler of
professional and commercial equipment and
supplies.
Chapter 11 Petition Date: October 7, 2024
Court: United States Bankruptcy Court
District of Utah
Case No.: 24-25156
Debtor's Counsel: Russell S. Walker, Esq.
PEARSON BUTLER PLLC
1802 West South Jordan Parkway
Suite 200
South Jordan, UT 84095
Tel: 801-495-4104
Email: russellw@pearsonbutler.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brett Kitson as managing member.
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/IZ27BNQ/IRecertify__utbke-24-25156__0001.0.pdf?mcid=tGE4TAMA
IVF ORLANDO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: IVF Orlando, Inc.
1912 Boothe Cir., Suite 200
Longwood, FL 32750
Chapter 11 Petition Date: October 8, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-05475
Judge: Hon. Tiffany P Geyer
Debtor's Counsel: Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: dvelasquez@lathamluna.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dr. Milton McNichol as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/23QX7RI/IVF_Orlando_Inc__flmbke-24-05475__0001.0.pdf?mcid=tGE4TAMA
J&J VENTURES: Moody's Affirms 'B2' CFR, Outlook Remains Stable
--------------------------------------------------------------
Moody's Ratings affirmed J&J Ventures Gaming, LLC's ("J&J ")
ratings, including its B2 Corporate Family Rating, B2-PD
Probability of Default Rating, B2 Senior Secured Bank Credit
Facility Rating and B2 Senior Secured First Lien Bank Credit
Facilities Ratings. The rating affirmation reflects J&J's stable
free cash flows, supported by its leading market position in the
Video Gaming Terminal (VGT) business in Illinois and its recently
expanded size and scale achieved through the acquisition of Golden
Entertainment, Inc.'s (Ba3, stable) distributed assets in Montana
and Nevada. The ratings affirmation also reflects J&J's good
liquidity. The rating outlook remains stable.
The stable rating outlook reflects Moody's expectation that J&J
will reduce debt-to-EBITDA below 5.0x in the next 12 to 18 months
as it integrates Golden Entertainment, Inc. 's (Golden) distributed
assets in Montana and Nevada. The stable outlook also reflects
Moody's expectation that the owner will not alter J&J's financial
policy with the intent of increasing leverage or shareholder
distributions.
RATINGS RATIONALE
J&J's credit profile reflects its mostly variable expense
structure, low capex and the contractual nature of revenues and
earnings with no material customer concentrations. These
characteristics support J&J's stable free cash flows. J&J's credit
profile also reflects its experienced management team in VGT
management and its strong market positioning as the largest
terminal operator in Illinois.
J&J's recent acquisitions of Golden's distributed assets in Nevada
and Montana enhanced its scale and reduced its geographical
concentration to Illinois. The acquisition also provided J&J the
leading market position in Nevada and the number two market
position in Montana. These credit positives are partially offset by
J&J's private equity ownership (majority-owned by Oaktree Capital
Management, L.P.), appetite for high leverage, and its narrow
product offerings in VGT.
J&J has good liquidity with approximately $394 million of
unrestricted cash at June 30, 2024 and no near-term debt
maturities. The company's revolver expires in April 2026 and it
then has about $1.2 billion approximately of term loans that mature
in 2028. J&J had $85 million availability under its $100 million
revolver at June 30, 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
J&J's ratings could be upgraded if it were to generate consistent
and positive free cash flow and maintain debt-to-EBITDA at or below
4.0x.
The ratings could be downgraded if J&J were to experience a
deterioration in liquidity, decline in EBITDA performance or an
inability to sustain debt-to-EBITDA below 5.0x. Debt-funded
acquisitions or shareholder distributions could also result in a
ratings downgrade.
J&J Ventures Gaming, LLC is an operator of Video Gaming Terminal
(VGT). As of June 30, 2024, it operates nearly 26,000 machines in
3,600 locations across Illinois, Nevada, Montana, Pennsylvania and
Nebraska. Oaktree Capital Management, L.P. owns approximately 56%
of J&J with management-related entities owning the remaining
minority position. For the LTM ended June 30, 2024, revenue was
approximately $1.2 billion.
The principal methodology used in these ratings was Gaming
published in June 2021.
JEFFERIES FINANCE: S&P Rates New $500MM Senior Secured Notes 'BB-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating to
Jefferies Finance LLC's (JFIN) proposed $500 million senior secured
notes due 2031. The company plans to use the net proceeds from the
senior notes--together with proceeds from the new senior secured
term loan facility, secured revolving credit facility, and cash on
hand--to refinance the outstanding amount on its existing $1.65
billion senior secured revolver, pay down $250 million of junior
subordinated loan, and for general corporate purposes. In an event
of default, the $500 million secured revolving credit facility will
have a priority claim over the proposed senior secured notes and
$950 million senior secured term loan B. The proposed senior notes
and senior secured term loan B will be pari passu in rights of
claim.
Based on the preliminary numbers as of Aug. 31, 2024, JFIN's
leverage (as measured by debt to adjusted total equity [ATE]) is
2.6x. S&P said, "Pro forma, we expect leverage will modestly rise
to 3.1x-3.2x and unrestricted cash to increase to $1.7 billion from
$1.19 billion. We anticipate that the company will use its excess
liquidity to front new loans."
S&P said, "Our rating on JFIN's proposed $500 million senior
secured notes is based on our view that the company is likely to
operate with priority debt (revolver) of less than 15% of what we
calculate for adjusted assets, while maintaining pledged assets
above its secured notes and term loan. If the company were to
operate with priority debt greater than 15% and assets to secured
notes and term loan was below 1x, we could lower our ratings on the
senior secured notes and term loan to 'B+'.
"As a result of this transaction, we expect priority debt
(revolver, term loan, and senior secured notes) to remain well
above 30% (around 50%) of adjusted assets, and unencumbered assets
to unsecured debt to be 1.0x-1.2x. If the company's priority debt
remains above 30% of adjusted assets and if unencumbered assets to
unsecured debt falls below 1.0x, we would lower the unsecured debt
rating by another notch to 'B'.
"The stable outlook reflects JFIN's improved operating performance
and reduced asset quality risk. In the next 12 months, we expect
the company to operate with leverage--as measured by debt to
adjusted total equity (ATE)--between 2.75x and 4.5x, and to
maintain adequate liquidity relative to its underwriting and
undrawn commitments. We also expect its ownership structure and
relationships with Jefferies and MassMutual to remain in place."
S&P could lower the ratings in the next 12 months if:
-- Debt to adjusted total equity rises above 4.5x,
-- Asset quality materially weakens,
-- Liquidity becomes strained (perhaps because of underwriting
commitments or draws on revolvers by portfolio companies), or
-- Jefferies Financial Group reduces its commitment to JFIN.
S&P could raise its ratings in the next 12 months if JFIN
significantly increases available liquidity relative to its
underwriting and undrawn commitments or reduces leverage below
2.75x on a sustained basis.
JJ ARCH: Asset Sale Proceeds to Fund Plan Payments
--------------------------------------------------
JJ Arch LLC, submitted a Joint Combined Disclosure Statement and
Chapter 11 Plan of Liquidation for Small Business dated September
3, 2024.
Founded in late 2017, the Debtor and its non-debtor affiliates
(collectively, the "Arch Companies") constitute a vertically
integrated real estate manager, owner, operator, and developer,
with a general focus on real estate investment, development,
construction, and asset management across primary and secondary
markets in the United States.
The Arch Companies have invested in single and multi-family,
mixed-use, hotel, and office properties in those markets,
effectuating investment strategies directed toward repositioning,
rehabilitations, and "ground-up" development projects (defined as
the "Portfolio Projects"). In conjunction with this strategic
direction, the Arch Companies have sourced, invested, and operated
in excess of $1 billion of real estate across the United States,
which, at one time, included 5.7 million of square footage and 15
active investments in 7 states.
As of the Petition Date, by square footage, the Portfolio Projects
consisted of: commercial office space (17%), multi-family units
(71%), retail space (5%), and hospitality space (7%). Mr. Simpson
was the founder and driving force behind the Arch Companies'
businesses, with control over all matters of substance throughout
the history of the Arch Companies' businesses. No substantial hire,
transaction, investment, debt repayment, or equity placement
occurred without his knowledge and supervision.
The Plan proposes to pay or otherwise satisfy Allowed
Administrative Claims, Allowed Secured Claims, and Allowed General
Unsecured Claims in full and in Cash on the Effective Date or as
soon as practicably thereafter. The Plan will be funded from
amounts generated from the sale of certain or all of the Non Debtor
Real Property Assets. Such Non-Debtor Real Property Assets will
only be sold to the extent necessary to raise sufficient funds to
consummate the Plan.
The Debtor also holds certain interests in other real properties
through certain affiliated entities (the "Portfolio Property
Entities"). Following the temporary control of AREH by Oak, the
Debtor is entitled to consent rights regarding these entities
pursuant to their respective governing documents.
The Plan proposes that the Debtor's interests in (i) any remaining
Non-Debtor Real Property Assets, (ii) the Portfolio Projects, (iii)
the Portfolio Property Entities, (iv) any Receivable Payments, and
(v) the Debtor's interests in the Causes of Action, including any
amounts generated from litigation claims against AREH, Oak, and Mr.
Chassen, in his former capacity as a Member of JJ Arch, among
others, alleging certain ultra vires actions and lack of consent,
will be retained by the Reorganized Debtor to maximize funds
available to Creditors and holders of Interests.
Class 2 is comprised of General Unsecured Claims. Provided that the
holder of a Class 2 Claim has not yet been paid, on the later of
(i) the Effective Date and (ii) for Claims in Class 2 that were
Disputed Claims on the Effective Date and have thereafter become
Allowed General Unsecured Claims, immediately following the date
upon which such Claims became Allowed General Unsecured Claims, or
as soon thereafter as is practicable, holders of each such Allowed
General Unsecured Claim shall receive (a) Cash in an amount not to
exceed the amount of such Allowed General Unsecured Claim or (b)
such other treatment as may be agreed upon by the Reorganized
Debtor and the holder of such Allowed General Unsecured Claim, or
as may otherwise be provided in the Bankruptcy Code, provided that
the holder of such Allowed General Unsecured Claim will not receive
more than the value of the General Unsecured Claim.
Holders of Allowed Claims in Class 2 are unimpaired under the Plan.
Each holder of an Allowed General Unsecured Claim is conclusively
presumed to accept the Plan under section 1126(f) of the Bankruptcy
Code and is therefore not entitled to vote to accept or reject the
Plan in its capacity as a holder of such Claim.
Class 3 Interests are unimpaired and holders will retain such
Interests on the Effective Date of the Plan. On the Effective Date,
all current Class 3 Interests will remain in full force and effect.
Class 3 Interests shall be assigned all of the remaining assets of
the Debtor after payment of all unclassified and classified Allowed
Claims in full. The holders of Class 3 Interests are deemed to
accept the Plan and are not entitled to vote to accept or reject
the Plan.
The Plan shall be funded from the sale of certain or all of the
Non-Debtor Real Property Assets.
A full-text copy of the Joint Combined Disclosure Statement and
Plan dated September 3, 2024 is available at
https://urlcurt.com/u?l=qAVg2O from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Jonathan S. Pasternak, Esq.
Davidoff Hutcher & Citron LLP
605 Third Avenue
New York, NY 10158
Telephone: (212) 557-7200
About JJ Arch
JJ Arch, LLC, is a vertically integrated real estate owner,
operator and developer with an active investment portfolio with
more than 5.7 million square feet across the United States.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10381) on March 7,
2024, with $1 million to $10 million in assets and $100,000 to
$500,000 in liabilities. Jeffrey Simpson, managing member, signed
the petition.
Judge John P. Mastando III oversees the case.
Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron LLP, is
the Debtor's legal counsel.
JORDAN HEALTH: Avante Stops Chapter 11 Free Fall With SSC Deal
--------------------------------------------------------------
Jordan Health Products I, Inc., doing business as Avante Health
Solutions, said it was considering a "free fall" Chapter 11
bankruptcy before a white knight, Staple Street Capital, agreed to
purchase the Debtors' secured debt and submit a $72.5 million
credit bid for the business.
Certain affiliates of JZ Capital Partners and The Edgewater Funds
formed Avante in 2015. With over 360 employees, Avante is a
leading provider of quality medical equipment solutions, selling
new and refurbished equipment, parts, service, support, and
training to healthcare facilities worldwide. Several Avante
businesses act as independent service organizations ("ISO") for
various medical facilities to provide maintenance and support
services for equipment manufactured and produced by other companies
(known as original equipment manufacturers, or "OEMs").
The Company's operations are primarily housed in San Clemente,
California; Louisville, Kentucky; Charlotte, North Carolina;
Chicago, Illinois; and Ontario, California. The Debtors lease
their facilities and warehouses and do not own any real property.
The warehouses in Dallas, Phoenix, and Michigan have been closed.
For the fiscal year ending Dec. 31, 2023, the Company generated
revenue of $145.9 million.
As of the Petition Date, the Debtors have funded debt obligations
of $82.0 million under a term loan, and $5 million under a
revolving loan provided for under a secured credit facility with
Apogem Capital, LLC, as agent. AHS Acquisition Holdings LLC, an
affiliate of State Street Capital, replaced Apogem as agent in
September 2024 after SSC purchased the Debtors' secured debt.
The Debtors estimate their outstanding obligations to their trade
vendors and other unsecured creditors at approximately $15 million
as of the Petition Date. This amount does not include any amounts
that may be payable to litigation counterparties, which is
approximately $13 million in judgments as well as other pending
litigation claims.
Phillips Lawsuit
Rob Hubbard of Riveron Consulting, Inc., CRO of the Debtors,
explains in court filings that one of the driving factors behind
the Chapter 11 Cases was the litigation brought by Philips Medical
Systems Nederland B.V., along with its North American subsidiary
Philips North America LLC, against two Avante business lines in two
separate federal district court cases:
-- Philips Medical Systems Nederland B.V., et al. v. TEC
Holdings, Inc., No. 3:20-cv-21-MOC-DSC (W.D.N.C. filed July 28,
2017); and
-- Philips Med Sys. Nederland B.V. et al. v. Global Medical
Imaging, LLC et al., No. 1:21-cv-3615 (N.D. Ill. filed July 8,
2021).
The primary alleged basis of this litigation is related to Avante's
servicing of Philips' equipment and its relation to the Digital
Millennium Copyright Act ("DMCA") and the Computer Fraud and Abuse
Act ("CFAA").
Philips a large, publicly-traded multi-national foreign
conglomerate with a market capitalization of $24 billion, annual
revenues in excess of $18 billion and nearly 70,000 employees,
accuses the Debtors of performing unauthorized maintenance on
certain of Philips' medical equipment -- such as x-rays, CT
machines, PET scanners, and ultrasounds -- and misappropriating its
trade secrets. These lawsuits assert similar legal theories under,
among other statutes, the DMCA and CFAA.
The Debtors are aware of no fewer than 13 cases against ISOs by
Philips and their related entities (other than the Debtors)
alleging substantially similar allegations.
Philips is one of the "Big 3" medical OEM in the United States. The
other OEMs -- GE HealthCare Technologies, Inc. ("GE") and Siemens
Medical Solutions USA, Inc. -- have not brought similar litigation
against ISOs.
Cumulatively, the Debtors have spent well over $20 million in legal
fees litigating with various parties. Despite the exorbitant
amount of legal fees that were paid, many of the Debtors'
litigation counsel are significant creditors of the Debtors'
estates.
The Debtors simply cannot afford to continue litigating with these
various parties. The Debtors are in great need of the "breathing
room" offered by the automatic stay.
Sale Process
As the Debtors could no longer afford to defend the pending
litigation, they formally retained Livingstone Partners as their
investment banker on May 16, 2024, to pursue a comprehensive
marketing process.
During the prepetition marketing process, the Debtors received nine
written or verbal indications of interest from potential buyers.
Livingstone and the Debtors' management and other advisors
solicited interest among potential buyers in serving as a stalking
horse.
"Despite these extensive efforts by Livingstone, the Debtors'
management, their independent boards, and their advisors, the
Debtors were not able to find a party willing to serve as a
stalking horse purchaser. The previous Agent and the lenders under
the Credit Agreement were not willing to provide financing,
including in the form of debtor in possession financing, to support
the business through a sale process. In addition, they were not
willing to commit to financing absent the Company have a stalking
horse in hand. Nor would they permit the Debtors to obtain a
priming debtor in possession financing facility. Having left no
stone unturned and exhausted all available options, the Debtors
prepared to file these Chapter 11 Cases on a free fall basis
without a debtor in possession financing facility, without the
consent of the previous Agent to use its cash collateral in
bankruptcy, and with the only the hope that a white knight would
appear to maintain the Debtors as a going concern. The Debtors
anticipated seeking approval of a 30-day sale process as a
last-ditch effort to maximize value for all creditor
constituencies," Mr. Hubbard said in court filings.
White Knight
When the Debtors thought all hope was lost after having exhausted
all of its options to find financing or viable bidders, SCC emerged
at the behest of the Debtors to purchase the Debtors' Credit
Facility from the previous Agent and became the successor agent.
SSC stepped in to help fund and stabilize the Debtors' business.
SCC and the Debtors immediately began negotiating a consensual
debtor in possession financing facility in the total amount of $3.5
Million (the "DIP") and an asset purchase agreement ("APA") for SSC
to purchase substantially all of the Debtors' assets via a credit
bid in the amount of $72.5 Million. The DIP will allow the Debtors
to conduct these Chapter 11 Cases in an orderly fashion and
finalize their sales and marketing process with the assets being
sold to SSC, or the highest and best bidder at the conclusion of an
open and fulsome sales process. The DIP will allow the Debtors to
continue to operate as a going concern and purchase much needed
inventory that they were not able to secure under the tight
liquidity constraints imposed by the previous Agent. The Debtors
inability to maintain sufficient liquidity levels has had a
detrimental impact on the Debtors' business operations.
In furtherance of these business objectives, the DIP provides for
$3.5 million of new money to fund, among other things, professional
fees, critical vendors and the hiring of a Chief Transformation
Officer ("CTO"). The CTO will focus on operational restructuring
initiatives, including, but not limited to: (a) business unit
strategic initiatives, (b) business unit facility and operations
activities, including scenario assessments, (iii) headcount
analysis and planning, and (iv) business activities related to the
sale process.
Given the upcoming deadlines in several pieces of litigation,
including the September 25, 2024 judgment entered in the North
Carolina Federal Case, and the extensive interest in the Debtors'
assets as demonstrated by approximately 141 confidentiality
agreements being signed, the CRO believe that the only way to
maximize value for all stakeholders was to commence these Chapter
11 Cases and run a quick and efficient sales process to determine,
after an open auction process, if there is a purchaser that will
buy substantially all of the Debtors' assets as a going concern at
a value above the credit bid and maximize value for all of the
Debtors' creditor constituencies.
About Avante Health Solutions
Jordan Health Products I, Inc., doing business as Avante Health
Solutions, is a provider of medical equipment solutions, selling
new and refurbished equipment, parts, service, support, and
training to healthcare facilities worldwide. Several Avante
businesses act as independent service organizations ("ISO") for
various medical facilities to provide maintenance and support
services for equipment manufactured and produced by other companies
(known as original equipment manufacturers, or "OEMs").
Jordan Health Products I, Inc. and 11 affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 24-12271) on Oct. 8,
2024.
Jordan Health estimated assets of $50 million to $100 million and
liabilities of $100 million to $500 million as of the bankruptcy
filing.
The Debtors tapped POLSINELLI PC as general bankruptcy counsel, and
LIVINGSTONE PARTNERS LLC as investment banker. RIVERON MANAGEMENT
SERVICES, LLC, is the CRO provider. OMNI AGENT SOLUTIONS, INC., is
the claims agent.
JORDAN HEALTH: Avante's Case Summary & 30 Top Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Jordan Health Products I, Inc.
d/b/a Avante Health Solutions
8700 W Bryn Mawr Avenue, Suite 720S
Chicago, IL 60631
Business Description: Jordan Health dba Avante is a provider of
medical equipment solutions, selling new and
refurbished equipment, parts, service,
support, and training to healthcare
facilities worldwide. Several Avante
businesses act as independent service
organizations ("ISO") for various medical
facilities to provide maintenance and
support services for equipment manufactured
and produced by other companies (known as
original equipment manufacturers, or
"OEMs").
Chapter 11 Petition Date: October 8, 2024
Court: United States Bankruptcy Court
District of Delaware
Twelve affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Jordan Health Products I, Inc. (Lead Case) 24-12271
Global Medical Imaging, LLC 24-12272
D.R.E. Medical Group, Inc. 24-12273
Oncology Services International, Inc. 24-12274
Technical Options of Georgia, Inc. 24-12275
Jordan Health Products III, Inc. 24-12276
Transtate Equipment Company, Inc. 24-12277
Equipment Maintenance Solutions, Inc. 24-12278
Ultra Solutions Holdings, Inc. 24-12279
Ultra Solutions, LLC 24-12280
Pacific Medical Group, Inc. 24-12281
Pacific Medical Holdings, Inc. 24-12282
Judge: Hon. Thomas M. Horan
Debtors'
General
Bankruptcy
Counsel: Christopher A. Ward, Esq.
Shanti M. Katona, Esq.
Katherine M. Devanney, Esq.
Michael V. DiPietro, Esq.
POLSINELLI PC
222 Delaware Avenue, Suite 1101
Wilmington, Delaware 19801
Tel: (302) 252-0920
Fax: (302) 252-0921
Email: cward@polsinelli.com
skatona@polsinelli.com
kdevanney@polsinelli.com
mdipietro@polsinelli.com
- and -
Ashley D. Champion, Esq.
POLSINELLI PC
1201 W. Peachtree St. NW, Suite 1100
Atlanta, Georgia 30309
Tel: (404) 253-6000
Fax: (404) 252-6060
Email: achampion@polsinelli.com
Debtors'
CRO Provider: RIVERON MANAGEMENT SERVICES, LLC
Debtors'
Investment
Banker: LIVINGSTONE PARTNERS LLC
Debtors'
Notice,
Claims, &
Balloting
Agent: OMNI AGENT SOLUTIONS, INC.
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Rob Hubbard as chief restructuring
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WQSMCIQ/Jordan_Health_Products_I_Inc__debke-24-12271__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Philips Medical Systems Litigation Unknown
Nederland BV
Philips North America LLC, & Philips
India Ltd , c/o Bradley Arant Boult
Cummings LLP
Attn: Robert Marcus,
C Bailey King 214 N Tryon St, Ste
3700, Charlotte, NC 28202
Email: rmarcus@bradley.com;
bking@bradley.com
2. Richard Hall Litigation Unknown
c/o Cole Schotz PC
Attn: Eric Lazter
Court Plaza N
25 Main St
Hackensack, NJ 07601
Email: elatzer@coleschotz.com
3. RS&A, LLC Litigation Unknown
c/o McGuireWoods LLP
Attn: Scott Barnett, David Pivnick
77 W Wacker Dr, Ste 4100
Chicago, IL 60601-1818
Email: bbarnett@mcguirewoods.com;
dpivnick@mcguirewoods.com
4. Mobile Healthcare Facilities, LLC Litigation Unknown
c/o Freeman Mathis & Gary, LLP
Attn: Brian S Goldberg, Leo Kogan
100 Galleria Pkwy, Ste 1600
Atlanta, GA 30339
Email: brian.goldberg@fmglaw.com;
lkogan@fmglaw.com
5. Dentons Professional $3,246,218
4520 Main St, Ste 1100 Fees
Kansas City, MO 64111
Attn: Steve Rist
Tel: 816-460-2645
Email: steve.rist@dentons.com
6. Ambassador Medical Trade Payable $1,284,584
75 Remittance Dr, Ste 1109
Chicago, IL 60675-1109
Attn: Brandon Montgomery
Email: brandon.M.montgomery@gehealthcare.com
7. Allparts Medical, LLC Trade Payable $1,048,497
62654 Collections Center Dr
Chicago, IL 60693
Attn: Melissa Mallory
Email: melissa.mallory@philips.com
8. Partssource, Inc. Trade Payable $581,405
P.O. Box 645186
Cincinnati, OH 45264-5186
Attn: Jen Sanicky, Mike Van Derveer
Tel: 704-607-4770
Email: jsanicky@partssource.com;
mvanderveer@partssource.com
9. W7 Global, LLC Trade Payable $540,300
P.O. Box 400
Henryville, IN 47126
Attn: Wayne Kramer
Email: wkramer@w7global.com
10. Scandinavian Medical Trade Payable $479,786
Solutions Aps
Gasvaerksvej 46
Aalborg, 9000
Denmark
Attn: Troels Anker Vad
Email: troels.vad@scandinavian-medical.com
11. Relink Medical Trade Payable $402,469
1755 Enterprise Pkwy, Ste 400
Twinsburg, OH 44087
Attn: Roy Lobb, Joe Hummel
Email: rlobb@relinkmedical.com;
jhummel@relinkmedical.com
12. Lenard Enterprises Inc Trade Payable $344,681
3-1211 Gorham St
Newmarket, ON L3Y 8Y3
Canada
Attn: Hojdat (Mike) Ma
Email: sales@lenard.healthcare
13. Medten Trade Payable $328,622
1 Technology Dr, Ste B115
Irvine, CA 92618
Attn: Andres Orjuela
Email: andres@medten.com
14. Air Products & Chemicals, Inc Trade Payable $287,444
Mail Code 5701
P.O. Box 71200
Charlotte, NC 28272
Attn: Dennis Calkins
Email: CALKINDE@airproducts.com
15. Fedex Trade Payable $276,045
P.O. Box 371461
Pittsburgh, PA 15250-7461
Attn: Karsten Stryhal
Email: karsten.stryhal@fedex.com
16. Sonovision, Inc Trade Payable $265,750
8324 SW Nimbus Ave
Beaverton, OR 97008
Attn: Todd Renshaw
Email: info@sonovision.us
17. Beyondsoft Consulting, Inc Trade Payable $218,528
10700 Northup Way, Ste 120
Bellevue, WA 98004
Attn: Senthilkumar Ponnusamy
Email: Senthilkumar.Ponnusamy@us.beyondsoft.com
18. Siemens Medical Trade Payable $189,651
Solutions USA, Inc
P.O. Box 120001
Dept 0733
Dallas, TX 75312
Attn: Michael Yuros
Email: michael.yuros@siemens-
healthineers.com
19. AON Professional $185,857
421 Fayetteville St, Ste 530 Fees
Raleigh, NC 27601
Attn: Mike Fenn
Email: michael.fenn@aon.com
20. Image Technology Trade Payable $155,130
Consulting - Mks
1400 Meadowlark Ln
Lancaster, TX 75146
Attn: Marshall Shannon
Email: marshall@imagetechnology.net
21. Clearer Imaging, LLC Trade Payable $154,400
1546 E Jeanine Dr
Tempe, AZ 85284
Attn: Jordan Clinkenbeard
Tel: 317-225-0529
Email: jclink88@gmail.com
22. Block Imaging International Inc Trade Payable $149,163
1845 Cedar St
Holt, MI 48842
Attn: Vickie Spencer
Tel: 901-277-0387
Email: vickie.spencer@blockimaging.com
23. Micra Professional $138,574
c/o Frederick Warren-Boulton Fees
Attn: Phillippe Alepin, BRG
1800 M St NW, 2nd Fl
Washington, DC 20036
24. Ultrasound Gurus, Inc Trade Payable $130,600
21302 55th Ave SE
Woodinville, WA 98072
Attn: Tuyet Nguyen
Email: tuyet@ultrasoundgurus.com
25. Parker Poe Professional $128,367
620 S Tryon St, Ste 800 Fees
Charlotte, NC 28202
Attn: Charles Raynal
Tel: 704-372-9000
Email: charlesraynal@parkerpoe.com
26. Alg Worldwide Logistics Trade Payable $121,780
P.O. Box 66725
Chicago, IL 60666-0725
Attn: John Marco
Email: jmarco@algworldwide.com
27. Sakomed, LLC Trade Payable $121,300
27751 La Paz Rd, Ste A
Laguna Niguel, CA 92677
Attn: Matin Kondori
Email: matin@sakomed.com
28. Innovative Radiology Trade Payable $119,555
1390 Business Center Dr SW, Ste 700
Conyers, GA 30094
Attn: Tommy Parker
Email: tommy.parker@innovativeradiology.com
29. Lbn Medical A/S Trade Payable $118,400
Gugvej 70
Aalborg, SO 9210
Denmark
Attn: Luka Grobenski
Email: LUG@lbnmedical.com
30. Marina Medical Instruments Inc Trade Payable $115,348
8190 W State Rd, Ste 84
Davie, FL 33324
KANGCHENG DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Kangcheng Development LLC
4322 Wilshire Blvd Ste 200-B
Los Angeles, CA 90010
Business Description: Kangcheng Development 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 400 South Rossmore
Avenue, Los Angeles, CA 90020 valued at
$8 million.
Chapter 11 Petition Date: October 7, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-18223
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Stella Havkin, Esq.
STELLA HAVKIN
5950 Canoga Avenue, Suite 400
Woodland Hills, CA 91367
E-mail: shavkinesq@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ling Xiao as manager.
The Debtor indicated in the petition it has no creditors holding
unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/RQHJ2MI/Kangcheng_Development_LLC__cacbke-24-18223__0001.0.pdf?mcid=tGE4TAMA
KUEHG CORP: Moody's Puts 'B3' CFR on Review for Upgrade
-------------------------------------------------------
Moody's Ratings placed the ratings of KUEHG Corp. (KinderCare) on
review for upgrade, including the B3 Corporate Family Rating, the
B3-PD Probability of Default Rating, and the B2 senior secured bank
credit facility rating. This follows KinderCare Learning Companies,
Inc.'s (KinderCare) amended S-1 registration statement filing on
September 30 of details related to its proposed initial public
offering (IPO) of shares of its common stock that Moody's view as
credit positive because the company intends to use the proceeds to
partially reduce outstanding debt. The credit facility consists of
a roughly $1.58 billion term loan and $160 million revolver that
the company plans to upsize and extend. The outlook was changed to
Ratings Under Review from stable.
KinderCare intends to utilize the net proceeds to repay
approximately $550 million of KinderCare's outstanding term loan.
Moody's will assess in the rating review financial policy as a
public company including leverage expectations, potential for
acquisitions, board composition, debt mix, free cash flow
projections, and operating strategy. Moody's will also assess the
plans for the company's private equity sponsor, Partners Group, to
continue to exit its ownership position following the IPO. The
planned IPO's ultimate impact on KinderCare's financial profile
could change depending on the size and pricing of the offering but
will likely result in a significant reduction in debt and cash
interest expense that will improve free cash flow.
Governance considerations are a key factor in the rating action and
include anticipated lower financial leverage and a more diverse
board and shareholder base. The company will nevertheless remain
majority owned and controlled by Partners Group. Based on the
preliminary terms outlined in the amended registration statement,
Partners Group will retain an approximate 71% ownership interest in
the company. As a result, Moody's do not expect the G-4 governance
score and CIS-4 credit score to be impacted, though an improvement
in the board structure and policies score is likely. Moody's expect
to conclude the review process shortly after the completion of the
proposed IPO.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Notwithstanding the rating review, KinderCare's B3 CFR broadly
reflects the cyclical, highly fragmented and competitive nature of
the childcare and early childhood education industry. The company's
moderately high leverage with Moody's adjusted debt-to-EBITDA of
4.8x (including American Rescue Plan Act (ARPA) grants) as of the
12 months ended June 29, 2024. Without ARPA grants, adjusted
debt-to-EBITDA leverage is 5.8x for the same period. Moody's
estimate that debt-to-EBITDA leverage (excluding ARPA grants) will
decline to 4.7x based on the roughly $550 million of debt reduction
outlined in the amended registration statement. KinderCare has
received significant ARPA grants related to pandemic stimulus but
these grants are winding down and not expected to reoccur past the
December 31, 2024 deadline to distribute funding. The company's
growing center count and improving occupancy that continues to
recover from pandemic driven drops is partially mitigating the wind
down of stimulus funding. Rising labor rates are an additional
challenge that is pressuring the EBITDA margin.
KinderCare's credit profile is bolstered by its established
position, large scale within the childcare and early childhood
education industry, broad geographic diversity across the US, and
well-recognized brands. Additionally, favorable long-term
demographic factors, such as the increasing percentage of
dual-income families and a heightened focus on early childhood
education, further support the credit profile. Conversely, the
declining US birth rate poses a negative demographic trend for
childcare providers.
The ratings could be upgraded if operating performance continues to
improve with rising occupancy rates and good cost management
mitigating the wind down of stimulus funding and higher labor
rates. Moody's adjusted debt-to-EBITDA leverage sustained below 5x
(excluding ARPA grants), maintenance of at least good liquidity
with free cash flow-to-debt in the mid-single digit percentage
range, and a commitment to a more conservative financial policy
while maintaining lower leverage would also be necessary for an
upgrade.
The ratings could be downgraded if there is deterioration in
enrollments because of competition, an increase in unemployment,
operational challenges such as adverse reputational issues, or if
the company is unable to mitigate the wind down of stimulus funding
or higher labor rates. Debt-funded acquisitions or shareholder
distributions that weaken credit metrics, or a deterioration in
free cash flow or liquidity, could also lead to a downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
KUEHG Corp. (KinderCare) is a private for-profit provider of early
childhood education in the United States. As of June 29, 2024, the
company operated over 1,500 early childhood education centers and
approximately 900 before- and after-school sites across 40 states
and the District of Columbia. The company is majority owned by a
private equity firm, Partners Group, since 2015. KinderCare
generated about $2.59 billion of revenue as of LTM June 29, 2024.
LEE INVESTMENT: Linda Gore Named Subchapter V Trustee
-----------------------------------------------------
J. Thomas Corbett, the U.S. Bankruptcy Administrator for the
Northern District of Alabama, appointed Linda B. Gore as Subchapter
V trustee for Lee Investment Consultants LLC.
About Lee Investment Consultants
Lee Investment Consultants, LLC, a company in Gadsden, Ala., sought
relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Ala. Case No. 24-41078) on September 11, 2024, with $1
million to $10 million in both assets and liabilities. Scott Lee,
president, signed the petition.
Judge James J. Robinson handles the case.
The Debtor is represented by Stacy Upton, Esq., at The Law Offices
of Harry P. Long, LLC.
LEXARIA BIOSCIENCE: CFO Michael Shankman Holds 50,000 Stock Options
-------------------------------------------------------------------
Michael Elliot Shankman, Chief Financial Officer of Lexaria
Bioscience Corp., filed a Form 3 Report with the U.S. Securities
and Exchange Commission, disclosing direct beneficial ownership of
50,000 stock options exercisable at a price of $3.17 per share,
with the options set to expire on October 1, 2029. The options will
vest in stages, with 20,000 options exercisable starting February
28, 2025, followed by an additional 15,000 options exercisable on
August 31, 2025, and the remaining 15,000 options becoming
exercisable on August 31, 2026.
A full-text copy of Mr. Shankman's SEC Report is available at:
https://tinyurl.com/y9uujp4f
About Lexaria
Headquartered in Kelowna, BC, Canada, Lexaria Bioscience Corp. --
http://www.lexariabioscience.com/-- is a biotechnology company
developing the enhancement of the bioavailability of a broad range
of fat-soluble active molecules and active pharmaceutical
ingredients ("APIs") using its patented DehydraTECH™ drug
delivery technology. DehydraTECH combines lipophilic molecules or
APIs with specific long-chain fatty acids and carrier compounds
that improve the way they enter the bloodstream, increasing their
effectiveness and allowing for lower overall dosing while promoting
healthier oral ingestion methods.
Lexaria reported a net loss of $6.71 million for the year ended
Aug. 31, 2023, compared to a net loss of $7.38 million for the year
ended Aug. 31, 2022. As of May 31, 2024, Lexaria Bioscience had
$10.02 million in total assets, $271,375 in total liabilities, and
$9.75 million in total stockholders' equity.
Going Concern
"The continuation of Lexaria as a going concern depends on raising
additional capital and/or attaining and maintaining profitable
operations. The accompanying financial statements do not include
any adjustment relating to the recovery and classification of
recorded asset amounts or the amount and classification of
liabilities that might be necessary should our Company discontinue
operations. The recurring losses from operations and net capital
deficiency may raise substantial doubt about the Company's ability
to continue as a going concern within one year following the date
that these consolidated financial statements are issued," Lexaria
said in its Quarterly Report for the period ended May 31, 2024.
LIFESCAN GLOBAL: S&P Lowers ICR to 'SD' on Missed Payments
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on LifeScan
Global Corp. to 'SD' (selective default) from 'CCC-'. At the same
time, S&P lowered its issue-level rating on the affected third-lien
term loan to 'D' from 'CC'.
S&P will reevaluate its ratings upon completion of a restructuring
or if the company announces its intention to file for bankruptcy.
The downgrade reflects the missed interest and principal payments
on LifeScan's third-lien term loan, which was due on Oct. 1. S&P
believes the company elected to not repay the $27 million
outstanding on the third-lien term loan to preserve liquidity and
leave all restructuring options open through the end of the
forbearance period, expiring Oct. 29, 2024.
S&P said, "We continue to see a very high risk of default on
LifeScan's other outstanding obligations. We believe it is likely
the company will pursue a subpar exchange within the next few
months, given its severely strained liquidity and distressed debt
trading levels."
LIKEMIND BRANDS: Hires Dunn Schouten & Snoap as Counsel
-------------------------------------------------------
Likemind Brands seeks approval from the U.S. Bankruptcy Court for
the Western District of Michigan to employ Dunn, Schouten & Snoap
as counsel.
The firm will provide these services:
a. attend the meeting of creditors required under the Bankruptcy
Code;
b. counsel the Debtor on compliance with the request and
directives of the Office of the U.S. Trustee and the Subchapter V
Trustee;
c. counsel the Debtor on agreements for use of cash collateral,
agreements to resolve motions for relief from stay and provide
adequate protection;
d. prepare the original amendments or modifications to the
Chapter 11 Plan and Disclosure Statement; and
e. counsel the Debtor with regard to retention and employment of
professionals and obtaining approval of payment of fees and
expenses of professionals.
The firm will be paid at these rates:
Thomas W. Schouten $350 per hour
Perry G. Pastula and other Attorneys $350 per hour
Legal Assistants $45 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Perry G. Pastula, Esq., a partner at Dunn, Schouten & Snoap,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Perry G. Pastula, Esq.
Dunn, Schouten & Snoap
2745 De Hoop Avenue SW
Wyoming, MI 49509
Tel: (616) 538-6380
Fax: (616) 538-4414
Email: ppastula@dunnsslaw.com
About Likemind Brands
LikeMind Brands Inc. is a privately held e-commerce retailer.
LikeMind Brands Inc. sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-02042)
on August 2, 2024. In the petition filed by Justin Trump, as
president, the Debtor reports total assets of $515,939 and total
liabilities of $2,051,905.
Honorable Bankruptcy Judge James W. Boyd handles the case.
The Debtor is represented by:
Perry Pastula, Esq.
DUNN, SCHOUTEN & SNOAP, P.C.
2745 Dehoop Ave SW
Wyoming MI 49509
Tel: (616) 538-6380
Email: ppastula@dunnsslaw.com
LL FLOORING: Completes Sale of 219 Stores, Assets to F9 Investments
-------------------------------------------------------------------
Floor Daily reports that as of October 1, LL Flooring Holdings,
Inc. completed the previously announced going-concern sale of the
business to F9 Investments for the acquisition of 219 stores,
inventory in those stores, LL Flooring's intellectual property and
other company assets. LL Flooring also announced the completion of
its previously disclosed private sale of the Sandston distribution
center. With the completion of the sale transactions, the
court-supervised sale process has concluded.
Charles Tyson, president and chief executive officer of LL
Flooring, said, "We are pleased to have reached these
value-maximizing sales to preserve the business and maintain
ongoing operations. This marks the start of a new chapter for LL
Flooring, and we are working closely with F9 Investments to ensure
a seamless transition for our customers. I would like to express my
sincere gratitude to our associates for their hard work and
dedication to serving our customers throughout this process."
LL Flooring continues to work with Hilco Merchant Resources, LLC,
to assist the company in store closing sales at locations that were
not part of the agreement with F9 Investments.
About LL Flooring Holdings
LL Flooring Holdings, Inc. is a specialty retailer of flooring. The
company carries a wide range of hard-surface floors and carpets in
a range of styles and designs, and primarily sells to consumers or
flooring-focused professionals.
LL Flooring and four of its affiliates sought relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11680)
on August 11, 2024. In the petitions signed by Holly Etlin as chief
restructuring officer, LL Flooring disclosed total assets of
$501,117,025 and total debt of $416,298,035 as of July 31, 2024.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
counsel. Houlihan Lokey Capital Inc. serves as the Debtors'
investment banker, AlixPartners LLP acts as the Debtors' financial
advisor, and Stretto, Inc., acts as the Debtors' claims and
noticing agent.
LL FLOORING: Hires Gordon Brothers as Real Estate Advisor
---------------------------------------------------------
LL Flooring Holdings, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Gordon Brothers Realty Services, LLC as real estate advisor.
The firm will provide these services:
a. meet with the Debtors to ascertain their goals, objectives
and financial parameters;
b. mutually agree with the Debtors with respect to a
strategic plan for restructuring, assigning, or terminating the
Leases (the "Strategic Plan");
c. on the Debtors' behalf, negotiate the terms of
restructuring, assignment, and termination agreements with third
parties and the landlords under the Leases, in accordance with the
Strategic Plan;
d. if requested by the Debtors, market some or all of the
Leases and negotiate with landlords and other third parties to
assist the Debtors in selling the Leases;
e. if requested by the Debtors, negotiate with landlords to
assist the Debtors in obtaining landlord consents to extensions of
the assumption or rejection period;
f. assist the Debtors in reviewing and finalizing
documentation related to restructuring, assignment, and termination
agreements with respect to the Leases;
g. work with the Debtors and its advisors to provide
reporting and supporting market data as necessary for the Debtors
to evaluate lease modifications, lease sales, landlord consents and
other proposals; and
h. provide weekly update reports periodically to the Debtors
regarding the status of the foregoing services.
The firm will be paid at these rates:
a. Engagement Fee. The Debtors shall pay Gordon Brothers an
initial fee of $100,000 immediately upon entry of the Proposed
Order (the "Engagement Fee"). The Engagement Fee shall be earned in
full upon receipt and shall be non-refundable. Notwithstanding the
non-refundable nature of the Engagement Fee, Gordon Brothers will
credit the full amount of the Engagement Fee towards any other fees
payable by the Debtors to Gordon Brothers under the Engagement
Agreement.
b. Lease Assignment Fee. If the Debtors enter into an
agreement that has the effect of assigning any Lease (an "Assigned
Lease"), the Debtors shall pay Gordon Brothers a fee equal to 5% of
the Gross Sale Proceeds therefrom.
c. Lease Designation Rights Fee. If the Debtors enter into a
designation rights agreement for any Lease (a "Designation Rights
Lease"), the Debtors shall pay Gordon Brothers a fee equal to 5
percent of the Gross Sale Proceeds therefrom.
d. Restructured Lease Fees. If the Debtors enter into an
agreement that has the effect of modifying the terms of any Lease
(a "Restructured Lease"), the Debtors shall pay Gordon Brothers as
follows (each, a "Restructured Lease Fee"):
a. For any deferral of rent, a fee equal to $1,500 plus 2.5
percent of the amount of rent deferred thereunder;
b. For any extension of lease term, a fee equal to the greater
of (x) 2.5 percent of the aggregate base rent during the extended
committed term or (y) 50% of one month's gross occupancy cost;
c. For all other monetary modifications, a fee equal to $2,000
plus 5% of Restructured Lease savings generated therefrom; and
d. For all other non-monetary modifications, a fee equal to
$1,500 subject to a cap of $3,000 per Restructured Lease if there
are multiple non-monetary changes.
Unless the Debtors consent to Gordon Brothers pursuing a
Restructured Lease on their behalf, the Restructured Lease Fee
shall be payable only if the Restructured Lease is assumed and
assigned to a third party and such third party agrees to assume the
Debtors' payment obligations to Gordon Brothers for any such
Restructured Lease Fee.
e. Landlord Payments and Capital Improvement Fees. If the
Debtors obtain any payments from landlords or capital improvement
contributions, including, but not limited to, one-time cash
payments, landlord-completed capital improvements made to a
property that directly benefit the Debtors or reimbursement of
capital improvements made to the property and paid for by the
Debtors, the Debtors shall pay Gordon Brothers a fee equal to 5% of
the amount of such payment or capital improvement contribution.
f. Lease Termination Fee. If the Debtors enters into an
agreement with a landlord that has the effect of terminating such
Lease (a "Terminated Lease"), the Debtors shall pay Gordon Brothers
a fee equal to 5% of any Gross Sale Proceeds therefrom.
g. Time Extension: Solely in the event the Debtors request
that Gordon Brothers seek an extension of the time to assume or
reject any Lease, for each time extension negotiated by Gordon
Brothers, Gordon Brothers will earn and be paid a fee of $500.00
per Lease.
Michael Burden, a partner at Gordon Brothers Realty Services, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Michael Burden
Gordon Brothers Realty Services, LLC
101 Huntington Avenue, 11th Floor
Boston, MA 02199
Tel: (888) 424-1903
Email: info@gordonbrothers.com
About LL Flooring Holdings
LL Flooring Holdings, Inc. is a specialty retailer of flooring. The
company carries a wide range of hard-surface floors and carpets in
a range of styles and designs, and primarily sells to consumers or
flooring-focused professionals.
LL Flooring and four of its affiliates sought relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11680)
on August 11, 2024. In the petitions signed by Holly Etlin as chief
restructuring officer, LL Flooring disclosed total assets of
$501,117,025 and total debt of $416,298,035 as of July 31, 2024.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
counsel. Houlihan Lokey Capital Inc. serves as the Debtors'
investment banker, AlixPartners LLP acts as the Debtors' financial
advisor, and Stretto, Inc., acts as the Debtors' claims and
noticing agent.
LVPR LLC: Updates Unsecured Claims Pay Details
----------------------------------------------
LVPR, LLC submitted a Chapter 11 Plan of Reorganization, as
Modified, dated September 3, 2024.
This Plan constitutes a chapter 11 reorganization plan for the
Debtor. In summary, the Plan provides for the Debtor to restructure
its debts by reducing its monthly payments to the amount of the
Debtor's Disposable Income.
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 creditors.
Class 4 consists of Allowed General Unsecured Claims. In the event
the Plan is a consensual plan pursuant to Sections 1191(a) and
1129(a), the Debtor shall make 60 consecutive monthly payments
commencing 30 days after the Effective Date of $2,500.00 to the
Holders of Allowed Unsecured Claims. The Holders of Allowed
Unsecured Claims (which include the Rapid Finance Unsecured Claim)
shall receive their pro rata share of the monthly payment.
In the event the Plan is a nonconsensual plan under Section
1191(b), the Debtor shall distribute sixty monthly payments equal
to the Disposable Income as identified on the projections attached
hereto as Exhibit B commencing 30 days after the Effective Date.
The Holders of Allowed Unsecured Claims (which include the Rapid
Finance Unsecured Claim) shall receive their pro rata share of the
Disposable Income payment. The Class 4 Claimants are impaired and
entitled to vote on the Plan.
Class 5 consists of Equity Holder (Current Owner). The current
owner, Ali Karsch, will receive no payments under the Plan;
however, Ms. Karsch will be allowed to retain her ownership in the
Debtor. The Class 5 Equity Holder is unimpaired.
From and after the Effective Date, the Debtor will continue to
exist as a Reorganized Debtor. By reducing the Debtor's monthly
obligations to creditors to the Reorganized Debtor's Disposable
Income, the Reorganized Debtor will have sufficient cash to
maintain operations and will allow the Reorganized Debtor to
successfully operate following the Effective Date of the Plan.
A full-text copy of the Modified Plan of Reorganization dated
September 3, 2024 is available at https://urlcurt.com/u?l=IRZKzM
from PacerMonitor.com at no charge.
Counsel to the Debtor:
Brandon J. Tittle, Esq.
Tittle Law Group, PLLC
5465 Legacy Dr., Suite 650
Plano, TX 75024
Telephone: (972) 731- 2590
Email: btittle@tittlelawgroup.com
About LVPR, LLC
LVPR, LLC is a boutique, public relations, social media marketing,
and creative agency specializing in emerging and established Direct
to Consumer brands.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41092) on May 17,
2024. In the petition signed by Ali Karsch, managing member, the
Debtor disclosed up to $100,000 in assets and up to $1 million in
liabilities.
Brandon Title, Esq., at Tittle Law Group, PLLC, is the Debtor's
legal counsel.
MAYJAD CORP: Gets Interim OK to Use Cash Collateral
---------------------------------------------------
Mayjad Corporation received court approval to use the cash
collateral of The Illinois Department of Revenue and its secured
creditors.
The order penned by Judge Deborah Thorne of the U.S. Bankruptcy
Court for the Northern District of Illinois authorized the company,
on an interim basis, to use the cash collateral from Oct. 1 to 11.
The Illinois Department of Revenue and the secured creditors will
be granted security interests in post-petition assets if there is
any diminution in the value of their collateral, according to the
court order.
A status hearing on this matter will be held today, at 1:15 p.m.
About Mayjad Corporation
Mayjad Corporation sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07611) on May 22,
2024, with up to $100,000 in assets and up to $500,000 in
liabilities. Esperanza Castro, president, signed the petition.
Judge Deborah L. Thorne oversees the case.
Ted A. Smith, Esq., represents the Debtor as legal counsel.
MCGRIFF INSURANCE: Fitch Puts 'B' LongTerm IDR on Watch Positive
----------------------------------------------------------------
Fitch Ratings has placed the 'B' Long-Term Issuer Default Rating
(IDR) of McGriff Insurance Services, LLC (McGriff) on Rating Watch
Positive (RWP). This rating action follows Marsh & McLennan
Companies, Inc.'s (MMC; A-/Stable) recent announcement that it
plans to acquire McGriff. MMC has a much stronger credit profile
than McGriff, which improves the overall business and financial
risk profile post acquisition. Fitch expects to resolve the RW once
the transaction is completed, which is currently expected by YE
2024.
Fitch also placed the 'B' Long-Term IDRs of Truist Insurance
Holdings, LLC (TIH) and Panther Platform Midco, L.P. (Panther) at
RW Evolving (RWE) reflecting uncertainty over TIH's capital
structure post the divestiture. The debt has also been affirmed.
Fitch expects to resolve the RWE once sufficient information is
available to ascertain TIH's credit profile post-transaction, or
resume rating analysis on the current capital structure should the
transaction not proceed.
Key Rating Drivers
High Leverage, Weak Coverage: TIH was spun off from Truist
Financial Corp. (NYSE:TFC; A/Stable) and was acquired by private
equity firms Stone Point Capital and CD&R, among others. TIH has
relatively weak credit metrics currently, with pro forma EBITDA
leverage at June 2024 in the mid-to high-7.0x range. With the sale
of McGriff expected by YE 2024, Fitch assumes the company may
partially reduce its debt and therefore forecasts EBITDA leverage
to decline to the low-7x over the ratings horizon.
EBITDA interest coverage is also relatively low and Fitch projects
will be in the mid- to high-1.0x range in the next few years, prior
to the McGriff separation. This is near Fitch's negative
sensitivity threshold for the 'B' IDR. Fitch would look for
improvement in interest coverage over time.
Acquisition by MMC: McGriff should benefit from its acquisition by
MMC, given the IG-rated issuer has a much stronger credit profile
as the largest insurance broker with revenues estimated at more
than $25 billion in 2024 pro forma for the acquisition.
Once the transaction completes, Fitch believes TIH would use a
portion of the proceeds to reduce its outstanding debt but the
final capital structure is uncertain at this stage. The RWE
reflects Fitch's lack of visibility over TIH's future strategy and
financial policy post-transaction. TIH's ratings could be upgraded
if based on the new capital structure, TIH is meeting the upgrade
thresholds. Alternatively, the ratings could be affirmed or
downgraded if the operating and credit metrics are broadly
unchanged or materially weaker, when assessed against Fitch's
Stable Outlook and downgrade sensitivities, respectively.
Competitive Position: Fitch views TIH to be well positioned in a
fragmented broker industry landscape, with meaningful scale versus
many brokers in the U.S. although materially smaller than a few
global industry leaders. Fitch estimates 2025 revenues of more than
$2.5 billion and EBITDA of nearly $750 million (post acquisition of
McGriff by MMC). The business includes the largest U.S. insurance
wholesaler (and third largest P&C wholesale brokerage ranked by
premium volume [CRC], one of the largest MGA / delegated authority
underwriting platforms [AmRisc & Starwind], a leading life
insurance wholesaler [Crump] and a leading independent commercial
title agent in the U.S. [Kensington Vanguard].
Organic Growth: Fitch is encouraged by TIH's historic growth
profile and expects the company will continue to benefit from solid
pricing and overall economic trends in near-term. Organic revenue
growth historically averaged 8% and 5% over the past five and 10
years, respectively. TIH's business is characterized by high client
retention and organic growth that has proven resilient
historically. TIH continues to expand its presence in many end
markets and regions through producer recruitment.
Diversified revenue profile: TIH's ratings benefit from some
diversification across its business, although the company is
heavily concentrated in P&C brokerage that comprises 80% of
revenue. TIH provides a full range of brokerage, consulting and
advisory services, including benefits, property and casualty, life
and title insurance. Nearly all of its business is derived in the
U.S. but it has diversified its regional exposure via M&A and
producer recruitment over the past few years, with some
concentration in the southeastern U.S. TIH has limited
concentration in terms of carriers and clients.
Stable Industry: TIH operates a fairly predictable business model
in an industry that performed well historically across the economic
cycle. The insurance brokerage industry was stable historically
even during periods of economic shock, such as the global financial
crisis in 2008-2009 and the COVID-19 pandemic in 2020. Some of the
largest insurance brokers experienced only low- to mid-single-digit
organic declines in the 2008-2010 timeframe. Fitch believes
industry stability stems from insurance and benefits services being
fairly essential across the cycle. Also, the brokerage business
model inherently has an adjustable cost structure.
Healthy Cash Flows: The company is expected to generate free cash
flow margins as a percentage of revenue in the mid-single digit
range in the coming years. Fitch views the underlying cash
generation profile of the business as reasonably healthy. Fitch
believes cash flow generation would improve materially unless all
of excess cash flow are diverted to debt funded M&A and/or
shareholder capital returns over the forecast period.
Derivation Summary
TIH competes in a fragmented landscape of insurance brokerage and
benefits services providers that includes other local/regional
companies, national agents and large multi-national brokers. Fitch
rates numerous companies in the insurance brokerage and business
services industries that are comparable in terms of scale,
operating profile and business model.
TIH is one of the largest U.S. insurance brokers with revenue of
$3.4 billion in 2023. However, it remains relatively small and has
meaningfully higher financial leverage versus larger global brokers
such as Marsh & McLennan Companies, Inc. (A-/Stable), Aon plc
(BBB+/Negative), Willis Towers Watson plc (BBB/Positive), Arthur J.
Gallagher & Co. (BBB+/Stable) and Ryan Specialty Holdings, Inc.
(BB+/Stable). Fitch also rates Navacord Intermediate Holdings, Inc.
(B/Stable) which is smaller in size but similar to TIH as it is
highly levered.
The 'B' rating is reflective of TIH's strong historic growth
profile, solid profitability, and diversification among its
customers and business segments. This is offset by a high EBITDA
leverage, and relatively weak interest coverage.
Key Assumptions
- Wholesale and specialty business expected to show organic revenue
growth of 6%-6.5% a year over the ratings horizon plus incremental
revenue from new M&A. Fitch-calculated EBITDA margins are estimated
at 28%-30%;
- Cash taxes and working capital remain a modest use of cash flow
in the next few years;
- Fitch assumes debt to be partially paid down from the sale
proceeds of McGriff. TIH may continue to execute on its
growth-driven M&A strategy in the brokerage space from 2025, with
cash outflows related to purchase and integration costs from M&A;
- SOFR to decline to the high 4% range over the ratings horizon.
Key Recovery Rating Assumptions
- For entities rated 'B+' and below, where default is closer and
recovery prospects are more meaningful to investors, Fitch
undertakes a tailored, or bespoke, analysis of recovery upon
default for each issuance. The resulting debt instrument rating
includes a Recovery Rating or published 'RR' (graded from RR1 to
RR6), and is notched from the IDR accordingly. In this analysis,
there are three steps: (i) estimating the distressed enterprise
value (EV); (ii) estimating creditor claims; and (iii) distribution
of value.
- Fitch assumes TIH would emerge from a default scenario under the
going concern approach liquidation. Key assumptions used in the
recovery analysis are as follows:
(i) Going concern EBITDA - Fitch estimates a going concern EBITDA
of approximately $558 million, or below the company's current
run-rate EBITDA. This lower level of EBITDA considers competitive
and/or company-specific pressures that hurt earnings in the future
while also considering that its M&A strategy could lead to a much
higher EBITDA base before any risk of bankruptcy.
(ii) EV Multiple - Fitch assumes a 6.5x multiple, which is
validated by historic public company trading multiples, industry
M&A and past reorganization multiples Fitch has seen across various
industries.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch could upgrade McGriff's ratings upon closing of the
acquisition.
If transaction is not closed:
- EBITDA leverage, defined as debt/EBITDA, is sustained below
6.5x;
- (CFO-Capex)/Debt sustained above 5%.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Interest coverage, defined as EBITDA/interest paid, sustained
below 1.5x;
- (CFO-Capex)/Debt sustained near 1% or below;
- EBITDA leverage, defined as debt/EBITDA, is sustained above
8.0x;
- Deterioration in operating fundamentals that lead to weaker
revenue trends, margin underperformance, and compression of cash
flows.
Liquidity and Debt Structure
Liquidity Profile: TIH's liquidity is adequate and should enable it
to invest for growth while providing sufficient downside protection
for the rating category. The company had cash of $452 million as of
June 30, 2024. Liquidity is further supported by stable and
positive cash generation in the business and $1.1 billion
availability on its first-lien senior secured revolver. Fitch
projects free cash flow to remain positive over the forecast,
although one-time expenses in 2024 and higher interest expense will
constrain cash flow generation.
Debt Structure: As of June 30, 2024, the company's capital
structure consisted of first-lien, senior secured and second-lien
term loans. Its first lien senior secured debt included a $1.175
billion revolver, a $3.1 billion term loan maturing in 2031
(amortizing at 1% per annum) and $3.0 billion of senior secured
notes. Additionally, the company had $1.9 billion of second-lien
term loans. The company is assumed to partially pay down its debt
from the sale proceeds of McGriff by YE 2024; the quantum of which
remains uncertain. As such, its leverage post transaction will
remain a key rating sensitive factor.
Issuer Profile
TIH is the one of the largest insurance brokers in the United
States operating across P&C (80% of 2023 revenues), Benefits (12%),
Life (5%) and Title (3%) insurance segments.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
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 Prior
----------- ------ -------- -----
Panther Platform
Midco, L.P. LT IDR B Rating Watch On B
Truist Insurance
Holdings, LLC LT IDR B Rating Watch On B
senior secured LT B+ Affirmed RR3 B+
Senior Secured
2nd Lien LT CCC+ Affirmed RR6 CCC+
McGriff Insurance
Services, LLC LT IDR B Rating Watch On B
senior secured LT B+ Affirmed RR3 B+
Senior Secured
2nd Lien LT CCC+ Affirmed RR6 CCC+
MENO ENTERPRISES: Seeks to Hire T&T Liquidators as Auctioneer
-------------------------------------------------------------
Meno Enterprises, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire T&T Liquidators &
Auction Company as auctioneer.
The will render these services:
a) evaluate the items (inventory, machinery, and equipment)
located at the Marianna Facility;
b) advertise and present for sale all manufacturing assets on
a 60-day liquidation/auction. This will include selling and
removing all assets of value, removing all assets of scrap value,
and removing all trash from the facility; and
c) provide such other work as may be indicated by Debtor's
analysis of the assets of its estate.
T&T Liquidators is to be compensated as follows:
a. Assets sold at liquidation -- 50 percent commission.
b. Assets sold at auction -- 25 percent commission on
total sales over $200,000
c. Assets sold at auction -- 30 percent commission on
total sales under $200,000
John-Paul Deaver, an auctioneer with T&T Liquidators, assured the
court that his firm does not hold or represent an interest adverse
to the estate, does not represent any creditor or other known
interested party, and is a disinterested person under 11 U.S.C.
Sec. 327(a), as that term is defined in 11 U.S.C. Sec. 101(14).
The firm can be reached through:
John-Paul Deaver
T&T Liquidators & Auction Company
2403 NC Hwy 211 West
Lumberton, NC 28360
Telephone: (877) 608-4006
(910) 608-4005
Facsimile: (910) 608-3451
About Meno Enterprises, LLC
Meno Enterprises, LLC is a full service dye sublimation printing
company. It offers design consultation, complete print and
manufacturing services, and direct product distribution.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54660) on May 7, 2024.
In the petition signed by Charles D. Smith, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Lisa Ritchey Craig oversees the case.
Will Geer, Esq., at ROUNTREE, LEITMAN, KLEIN & GEER, LLC,
represents the Debtor as legal counsel.
MODEL DENTAL: In Chapter 11 Bankruptcy in Delaware
--------------------------------------------------
Model Dental Office LLC filed for chapter 11 protection in the
District of Delaware. According to court documents, the Debtor
reports between $10 million and $50 million in debt owed to 200 and
999 creditors. The petition states funds will be available to
unsecured creditors.
About Model Dental Office LLC
Model Dental Office LLC --
https://www.moderndentalgp.com/en/index.php -- is a leading global
dental prosthetics provider, distributor and consultant offering
"one-stop-shop" services for more than 30,000 customers in more
than 20 countries including Europe, North America, Greater China
and Australia.
Model Dental Office LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del.Case No. 24-12248) on October 1,
2024. In the petition filed John Beaver, as president and CEO, the
Debtor reports estimated assets and liabilities between $10 million
and $10 million each.
The Debtor is represented by:
M. Blake Cleary, Esq.
Potter Anderson & Corroon LLP
27042 Towne Centre Drive
Suite 270
Foothill Ranch, CA 92610-2811
NATIONAL MENTOR: Moody's Hikes CFR to B3 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Ratings upgraded the ratings of National MENTOR Holdings
Inc. (d/b/a "Sevita"), including the Corporate Family Rating to B3
from Caa1, the Probability of Default Rating to B3-PD from Caa1-PD,
the senior secured first lien bank credit facility (consisting of a
revolving credit facility, term loan B, delayed draw term loan, and
term loan C) ratings to B3 from Caa1, and the senior secured second
lien term loan rating to Caa2 from Caa3. Following these actions,
the outlook changed to stable from positive.
The ratings upgrade reflects Sevita's improved operating
performance and, as a result, strengthened credit metrics and
liquidity. Despite Sevita's high financial leverage, debt-to-EBITDA
has declined materially to 5.8 times for the last twelve month
period ending June 30, 2024, from a peak of approximately 9 times
in fiscal year ending September 30, 2022. Further, Sevita has also
improved its liquidity position partly due to its adoption of less
aggressive financial policies over the past several quarters.
Lastly, Sevita has improved its interest coverage as unadjusted
EBITDA has increased notably and Moody's expect that lower interest
rates will help Sevita further improve interest coverage and
ability to generate positive free cash flow going forward.
Governance considerations are a key driver of the rating action.
Key governance challenges remain, specifically related to financial
policies and risk management. However, the company has made
progress with regard to this consideration, evident by its focus on
improving operating performance, reducing financial leverage and
improving liquidity.
RATINGS RATIONALE
Sevita's B3 CFR reflects the company's high regulatory and
reimbursement risk given its reliance on government payors,
specifically Medicaid, and its exposure to state budgets, which may
come under pressure during weak economic periods. Elevated labor
costs, moderately high geographic concentration, and a historically
aggressive expansion strategy also constrain the company's rating.
Moody's expect financial leverage will remain high but decline to
the mid 5 times range over the next 12 to 18 months driven by
Moody's expectation for mid-single digit earnings growth.
Supporting Sevita's B3 CFR is the company's position as one of the
leading providers of home and community-based services to
individuals with intellectual and developmental disabilities (I/DD)
and catastrophic injuries. Industry trends are moving towards
placing I/DD individuals in smaller, lower-cost community settings
(such as those operated by Sevita) instead of large state operated
institutions. The current reimbursement outlook is stable to
slightly positive, with rate increases realized or expected in
several states, though the majority of such increases are passed
through directly to employee wages in order to improve labor
pressures.
Moody's expect Sevita to maintain good liquidity over the next 12
months. As of June 30, 2024, the company had no cash on the balance
sheet. However, Moody's expect Sevita to generate positive free
cash flow of approximately $20 million in the next 12 months.
Sevita has access to about $150 million of its $160 million
revolving credit facility and about $87 million of its $175 million
accounts receivables (AR) securitization facility, as of June 30,
2024. The revolving credit facility expires in March 2026 and the
AR securitization facility expires in December 2025. Moody's
anticipate the company will have sufficient cushion under its
springing first lien net leverage covenant of 8.5 times on the
revolver, which is tested if revolver usage exceeds 35% or $56
million.
ESG CONSIDERATIONS
Sevita's CIS-4 (previously CIS-5) indicates that the rating is
lower than it would have been if ESG risk exposures did not exist.
Sevita's G-4 score (previously G-5) continues to reflect governance
challenges including those related to financial strategy and risk
management, though the improving score reflects progress on this
issue. This reflects less aggressive financial policies resulting
in a reduction in the company's high financial leverage and
improvement in liquidity position. Social risk exposures reflected
in the S-4 score include customer relations, demographic and
societal trends, human capital and responsible production. Sevita
must provide high quality service and care to its highly vulnerable
patient population so as to avoid scrutiny, financial penalties,
and reimbursement cuts by payors and regulators. The company relies
heavily on Medicaid, which exposes it to potential reimbursement
changes, though this is offset by the diversity of the company's
state payors. The company is also exposed to labor pressures
including wage inflation given its large workforce of low wage
workers.
Sevita's senior secured first lien credit facility, comprised of a
$160 million revolving credit facility expiring 2026, $1.7 billion
term loan B due 2028, $165 million delayed draw term loan (of which
approximately $89 million was drawn) due 2028, and $50 million term
loan C due 2028, is rated B3, at the same level as the B3 Corporate
Family Rating. This reflects the fact that the first lien credit
facilities comprise the preponderance of debt in the capital
structure. The $180 million second lien term loan due 2029 is rated
Caa2.
The stable outlook reflects Moody's expectation that Sevita's
financial leverage will continue to decline to the mid 5 times
range while maintaining good liquidity over the next 12 to 18
months. In addition, the stable outlook incorporates Moody's
expectation that Sevita will avoid returning to very aggressive
financial policies, inclusive of elevated M&A transaction volume,
which could reduce its improved liquidity profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Sevita experiences any
unexpected operating setbacks that materially weaken the company's
earnings and cash flows. This could include reimbursement pressure
due to growing state budgetary constraints or further rising labor
costs. A downgrade could also occur if the company's liquidity
weakens or the company pursues large debt-funded shareholder
dividends or acquisitions.
The ratings could be upgraded if Sevita maintains less aggressive
financial policies such that debt to EBITDA is sustained below 5.5
times based on Moody's calculations. Further improvements in
liquidity, evidenced by consistent positive free cash flow
generation, could also result in a ratings upgrade.
National MENTOR Holdings Inc. (Sevita) provides home and
community-based services to individuals with intellectual or
developmental disabilities, persons with acquired brain and other
catastrophic injuries, at-risk youth, and the elderly. Revenues are
approximately $3 billion for the last twelve month period ending
June 30, 2024. Sevita is owned by Centerbridge Partners LP, The
Vistria Group and Madison Dearborn Partners, LLC.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
NATURE COAST: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Nature Coast Development Group, LLC
7272 Cardinal Trl
Fanning Spgs, FL 32693-7690
Business Description: The Debtor is part of the traveler
accommodation industry.
Chapter 11 Petition Date: October 7, 2024
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 24-10201
Judge: Hon. Karen K Specie
Debtor's Counsel: Michael Moody, Esq.
MICHAEL H. MOODY LAW, P.A.
1350 Market Street Suite 224
Tallahassee, FL 32312
Tel: (850) 739-6968
E-mail: Michael.Moody@MichaelHMoodyLaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Marites Padot as president.
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/N5SLRWA/Nature_Coast_Development_Group__flnbke-24-10201__0001.0.pdf?mcid=tGE4TAMA
NEW CENTURY FOOD: Court Approves Use of Cash Collateral
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division, granted New Century Food Corporation
authorization, on a final basis, to use cash flow from operations.
The Court acknowledged that, absent access to cash collateral, the
Debtor would be unable to fund operations, and its estate and
creditors may suffer irreparable harm.
The Debtor projects $472,661 in total expenses for the duration of
the case until confirmation of a bankruptcy-exit plan. The
Debtor's budget also projects $493,047.42 in total expenses for the
month of October and $480,713.70 in total expenses for the month of
November.
The Debtor's cash and cash proceeds may be subject to perfected
security interests by secured creditors. The Court's Order
provides that:
-- Sandy Spring Bank is granted post-petition replacement
liens on collateral, maintaining the same rights and priorities as
before the filing of the bankruptcy petition.
-- The Debtor must make adequate protection payments to Sandy
Spring in the amount of $25,000 on or before October 31, 2024 and
$25,000 on or before November 30, 2024.
-- The Debtor must make adequate protection payments to the
PACA trust beneficiary, P J K Food Service, LLC d/b/a Keany Produce
& Gourmet, in the amount of $19,110 as final payment of Keany's
principal claim, on or before October 31, 2024; and $8,051
representing attorney's fees on or before November 30, 2024.
Notwithstanding anything to the contrary, nothing in the Order
shall be construed to prime, diminish or impair the rights of valid
trust beneficiaries under the PACA.
About New Century Food Corp.
New Century Food Corp. dba Diet-to-Go is a diet meal delivery
service that provides balanced, freshly prepared, real food for
weight loss.
New Century Food Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 24-11434) on August 5,
2024. In the petition filed by Hilton Davis, as co-owner, the
Debtor reports estimated assets up to $50,000 and estimated
liabilities between $1 million and $10 million.
Bankruptcy Judge Klinette H. Kindred oversees the case.
The Debtor is represented by Jonathan B. Vivona, Esq., at VIVONA
PANDURANGI, PLC, as counsel.
NORTH GEORGIA NURSING: Taps David A. Levy CPA LLC as Auditor
------------------------------------------------------------
North Georgia Nursing Academy, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
David A. Levy, CPA, LLC as auditor.
The firm will perform a financial statement audit to the Debtor, as
required by state and accrediting agencies in accordance with
generally accepted government auditing standards and American
Institute of Certified Public Accountants' standards.
The firm will be paid a flat fee of $6,500.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
David A. Levy
David A. Levy, CPA, LLC
20 Freeman Place
Needham, MA 02492
Tel: (617) 566-3645
About North Georgia Nursing Academy, LLC
North Georgia Nursing Academy, LLC is a nursing school that
provides students with the knowledge and technical training
required for a career in the medical field.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-20527) on May 6, 2024.
In the petition signed by April Kidd, director and sole member, the
Debtor disclosed $4,853,000 in assets and $2,646,720 in
liabilities.
Judge James R. Sacca oversees the case.
Douglas Jacobson, Esq., at Law Offices of Douglas Jacobson, LLC,
represents the Debtor as legal counsel.
NUZEE INC: All Proposals Passed at Annual Meeting
-------------------------------------------------
Nuzee, Inc. held its 2024 Annual Meeting of Stockholders on
September 30, 2024. As of August 27, 2024, the record date for the
Annual Meeting, 4,978,245 shares of the Company's common stock were
outstanding and entitled to vote, as reflected in the records
maintained by the Company's transfer agent. Pursuant to the
Company's bylaws, a quorum for the transaction of business at a
meeting of stockholders requires the presence, in person or by
means of remote communication, or representation by proxy, of a
majority of the outstanding shares entitled to vote. A quorum of
shares was present either by virtual attendance or represented by
proxy at the Annual Meeting. The director nominees, as recommended
by the Company's Board of Directors, were duly elected. At the
Annual Meeting, the Stockholders:
1. Approved the proposal to elect Jianshuang Wang, Zongmei
Huang, Yanli Hou. Changzheng Ye, and Jian Liu as Directors;
2. Approved the compensation of the named executive officers;
and
3. Ratified the appointment of an independent registered
public accounting firm.
About Nuzee Inc.
Headquartered in Vista, California, Nuzee, Inc. is a digital
marketing, sales and distribution company for various consumer
products with focuses on food and beverages. Dedicated to
reshaping the digital marketing and distribution with technological
applications, the Company endeavors to create greater commercial
value for its business partners and therefore enhance its own
enterprise value and shareholders' value of their stake in the
Company. The Company has a professional brand and marketing
management system, which can quickly help partnering enterprises
achieve their connection, management, and operation of marketing
channels domestically and globally.
Nuzee reported a net loss of $8.75 million for the year ended Sept.
30, 2023, compared to a net loss of $11.80 million for the year
ended Sept. 30, 2022. As of June 30, 2024, Nuzee had $2.75 million
in total assets, $2.94 million in total liabilities, and a total
stockholders' deficit of $193,613.
Going Concern
In its Quarterly Report for the period ended June 30, 2024, Nuzee
said, "Since its inception, the Company has devoted substantially
all of its efforts to business planning, research and development,
recruiting management and technical staff, acquiring operating
assets, raising capital and the commercialization and manufacture
of its single serve coffee products. The Company has grown
revenues from its principal operations; however, there is no
assurance of future revenue growth similar to historical levels. As
of June 30, 2024, the Company had cash of $374,458 and working
capital of $(801,812). The Company has not attained profitable
operations since inception. The accompanying consolidated
financial statements have been prepared in accordance with GAAP,
which contemplates continuation of the Company as a going concern.
The Company has had limited revenues, recurring losses and an
accumulated deficit. These items raise substantial doubt as to the
Company's ability to continue as a going concern. The accompanying
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. The
Company's continued existence is dependent upon management's
ability to develop profitable operations and to raise additional
capital for the further development and marketing of the Company's
products and business."
OAKRIDGE PROPERTY: Hires Greenberg Glusker Fields as Counsel
------------------------------------------------------------
Oakridge Property CMBS LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Greenberg
Glusker Fields Claman & Machtinger LLP as its general bankruptcy
counsel.
The firm will render these services:
a. advise the Debtor regarding matters of bankruptcy law;
b. advise the Debtor concerning the requirements of the
Bankruptcy Code, and federal local rules relating to the
administration of this bankruptcy case, and the effect of this case
on the Debtor;
c. represent the Debtor in proceedings or hearings in this
Court involving matters of bankruptcy law;
d. assist the Debtor with negotiation, documentation and any
necessary Court approval for transactions involving property of the
estate;
e. assist the Debtor in investigating, and if appropriate,
pursuing objections to claims, claims and causes of action;
f. assist the Debtor in investigating, and if appropriate,
pursuing claims and causes of action under chapter 5 of the
Bankruptcy Code or applicable state law;
g. assist the Debtor in negotiating, obtaining approval of and
implementing a sale of assets and/or a chapter 11 plan; and
h. perform such other legal services related to such other
legal matters as may arise in the administration of the Debtor's
bankruptcy estate.
The firm will be paid as follows:
Attorneys $450 to $1,950 per hour
Paralegals $400 to $500 per hour
Ira Steinberg $930 per hour
Jonathan Shenson $875 per hour
Cole Nicholas $525 per hour
Cynthia Miller Watkins $450 per hour
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
Jonathan S. Shenson, Esq., a partner at Greenberg Glusker,
disclosed in a court filing that his firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jonathan S. Shenson, Esq.
Ira M. Steinberg, Esq.
Cole F. Nicholas, Esq.
Greenberg Glusker Fields Claman & Machtinger LLP
2049 Century Park East, Suite 2600
Los Angeles, CA 90067
Tel: (310) 553-3610
Fax: (310) 553-0687
Email: JShenson@ggfirm.com
ISteinberg@ggfirm.com
CNicholas@ggfirm.com
About Oakridge Property CMBS LLC
Oakridge Property CMBS is engaged in activities related to real
estate.
Oakridge Property CMBS LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-15012) on August 27, 2024, listing $10 million to $50 million in
assets and $100 million to $500 million in liabilities. The
petition was signed by Shane Huang as manager.
Judge Scott H Yun presides over the case.
Jonathan S. Shenson, Esq. at Greenberg Glusker Fields Claman &
Machtinger LLP represents the Debtor as counsel.
ONE EDGE MARINA: Hires Kirby Aisner & Curley LLP as Attorney
------------------------------------------------------------
One Edge Marina Finance Company LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Kirby Aisner & Curley LLP as attorney.
The firm's services include:
a. give advice to the Debtors with respect to their powers and
duties as Debtors-in-Possession and the continued management of
their property and affairs;
b. negotiate with creditors of the Debtors and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan including, if need be, negotiations with the
creditors and other parties in interest;
c. prepare the necessary legal papers required for the Debtors
who seek protection from their creditors under Chapter 11 of the
Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtors and to represent the Debtors in all matters pending
before the Court;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtors in connection with any potential
refinancing of secured debt and any potential sale of the
businesses or their assets outside the ordinary course;
g. represent the Debtors in connection with obtaining
post-petition financing (if applicable);
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
i. perform all other legal services for the Debtors which may
be necessary for the preservation of the Debtors' estates and to
promote the best interests of the Debtors, their creditors and
their estates.
The firm will be paid at these rates:
Partners $550 to 595 per hour
Associates $295 to 475 per hour
Law Clerks/Paralegals $150 to 200 per hour
The firm will be paid a retainer in the amount of $56,952.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Erica Aisner, Esq., a partner at Kirby Aisner & Curley LLP,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Erica Aisner, Esq.
Kirby Aisner & Curley LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: dkirby@kacllp.com
eaisner@kacllp.com
About One Edge Marina Finance Company LLC
ONE Edge Marina Finance Company LLC, et al., collectively operate a
waterfront facility located at 159 Bridge Park Drive in Brooklyn
New York.
ONE Edge Marina Finance Company and certain of its affiliates
sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D.N.Y. Lead Case No. 24-44027) on Sept. 26, 2024. In the petition
filed by Estelle Lau, as CEO, the One Edge estimated assets up to
$50,000 and estimated liabilities between $1 million and $10
million.
The Honorable Bankruptcy Judge Elizabeth S. Stong handles the
case.
The Debtors are represented by:
Erica Feynman Aisner, Esq.
Kirby Aisner & Curley LLP
159 Bridge Park Drive
Brooklyn, NY 11201
ONTARIO GAMING: Fitch Lowers IDR to 'B' & Then Withdraws Rating
---------------------------------------------------------------
Fitch Ratings has downgraded Ontario Gaming GTA Limited
Partnership's (OTG) Long-Term Issuer Default Rating (IDR) to 'B'
from 'B+' and its senior secured debt to 'BB-'/'RR2' from
'BB'/'RR2'. Additionally, Fitch has assigned a Stable Rating
Outlook and subsequently withdrawn all the company's ratings.
The downgrade reflects OTG's slower-than-anticipated opening and
ramp-up of its Toronto and Pickering casinos and amenities, pushing
the notable uptick in revenue and EBITDA by about a year.
Additionally, macroeconomic softness has tightened discretionary
spending among customers. Near-term EBITDAR leverage is expected to
remain outside Fitch's negative sensitivity.
However, Fitch expects a decline in leverage over the next 12-24
months as the remaining developments are completed and begin
contributing steadily. The long-term leverage profile remains
uncertain due to potential future dividend repatriation to
sponsors.
The Stable Outlook reflects OTG's favorable regulatory environment
in Canada's largest market, the Greater Toronto Area (GTA),
supported by a long-term agreement with the provincial regulator.
Additionally, strong EBITDA growth is expected over the medium term
from OTG's over CAD 1 billion dollar investment in property
improvements. The company also maintains satisfactory liquidity.
Fitch has withdrawn all of OTG's ratings for commercial reasons.
Fitch will therefore no longer provide rating or analytical
coverage on the company.
Key Rating Drivers
Elevated Leverage: OTG added USD 450 million in incremental debt to
its existing Term Loan B to facilitate a dividend recapitalization
in February. This elevated FYE 2024 EBITDAR leverage (March 31) to
about 6.6x, up from 5.0x the previous year is outside its negative
sensitivity. Fitch focusses on gross metrics, adjusted for OTG's
lease payments. Additionally, a slower-than-expected ramp-up in
Toronto operations, weather-related disruptions in January across
its portfolio, and a labor dispute at the Toronto, Pickering and
Ajax casinos—now resolved—resulted in temporary EBITDA
weakness.
Fitch expects leverage to decline to 6.2x by FYE 2025 and be in the
5.0x-5.5x range over the rating horizon. This improvement is
anticipated as additional amenities are added at the Toronto casino
and both Toronto and Pickering locations stabilize, resulting in
EBITDA growth. Recurring distributions to the sponsors remain a
possibility if opportunities arise. OTG's major growth capital
spend is over 95% complete and is expected to wind down by
mid-2025. Following this, a moderate maintenance capex cycle,
sufficiently funded by cash flows from operations, will further
decrease leverage.
Capex Moderating as Developments Ramp-up: OTG's over CAD 1 billion
dollar and multiyear development plan across its casinos, ranging
from renovation to expansion and new build, is nearing completion
and on budget. Only about CAD 70 million, accounting for less than
5% of the total commitment, with limited execution risk, remains.
EBITDA flow-through has grown steadily as various amenities across
locations have opened, and is forecast to improve as the remaining
projects come online in 2024, gross gaming revenue (GGR) climbs,
and costs are optimized.
Favorable Regulatory Environment: OTG is in a multi-decade Casino
Operating and Services Agreement (COSA) with the Ontario Lottery
and Gaming Corporation (OLG), which began in 2018. Under this
agreement, OTG is the sole casino operator in the GTA. The COSA
restricts OLG from making certain changes that may impact OTG's
gaming operations, such as modifying gaming zone boundaries, for a
prescribed period.
Fitch believes OLG retains a substantial portion of GGR; however,
this is partially countered by governmental support for certain
gaming operational costs. Fitch views these high barriers to entry
and minimal new competitive supply positively, as they distinguish
OTG's operating environment from U.S. regional peers.
Improving FCF Generation: Fitch forecasts positive FCF in FY 2025
and does not anticipate any material distributions during the year.
From FY 2026 onward, Fitch expects FCF to be neutral to positive,
assuming distributions to equity holders remain in the CAD 150
million-CAD 200 million range. OTG is nearing the end of its growth
capex cycle, with most remaining projects expected to open by
mid-2025. Subsequently, maintenance capex is expected to be modest.
Fitch assumes that as the casinos scale up, FCF will be allocated
to dividend payments.
Lack of Geographic Diversification: OTG operates four properties in
the GTA: the Toronto Casino Resort and Pickering Casino Resort; and
two smaller locations, Casino Ajax and Great Blue Heron Casino &
Hotel. The Toronto Casino and the Pickering Casino are the only
casino resorts in the GTA with their nearest direct competitors
about one to two hours away in Niagara Falls (Fallsview Casino and
Casino Niagara) and Orillia (Casino Rama). OTG is well positioned
in its market, considering the GTA is among the top 10 largest and
fastest growing metropolises in North America, and is relatively
underpenetrated compared to other large gaming markets, with
attractive demographic and gaming revenue metrics.
Fitch believes the lack of geographic diversification is mitigated
by the large market size, capacity to materially grow gaming
revenues through development/expansions and operating improvement,
and OTG's long-term agreement with OLG. OTG also benefits from its
reliance on local, drive-in customers and international tourism
exposure.
Canadian Regional Gaming Recovery: Canada's casino industry
recovered at a slower pace than the U.S. because of more
conservative pandemic-related public health policies and operating
restrictions. However, gaming demand has returned to more
normalized levels, which should benefit OTG. The grand opening of
the Toronto Casino Resort in May and opening of some amenities such
as a VIP space for table games over the coming months should drive
additional foot traffic.
Governance: OTG is a joint venture between Great Canadian
Entertainment (owned by affiliates of Apollo) and Brookfield. The
board is composed of six members split equally between Great
Canadian and Brookfield. The JV management has indicated it intends
to take a measured approach to shareholder returns and prioritize
maintaining a lower leverage profile for the OTG JV. Great Canadian
has entered into management and development service agreements with
the JV.
Derivation Summary
OTG's 'B' IDR reflects its moderately to high leverage in the near
term, improving FCF generation, and favorable regulatory
environments in which it has a long-term agreement to operate in
the Toronto region. Management plans to deleverage the entity,
although there is still some uncertainty surrounding its long-term
financial policy. OTG's position in the greater Toronto area
compares similarly to Seminole Tribe of Florida (BBB/Stable), which
has exclusivity in the Florida market.
Similarly, Las Vegas Sands Corp. (BBB-/Stable) has exposure to
Singapore and Macao, two deep international jurisdictions with only
two and six operators, respectively. It is also rated lower than
Wynn Resorts, Limited (BB-/Stable), which owns and operates assets
in the U.S. and Macao. Fitch has less tolerance for leverage at OTG
relative to Las Vegas Sands and Wynn, as the latter have
international diversification and a conservative view on leverage.
OTG's operating environment is more favorable than most of its U.S.
regional gaming peers, due to the size of the Toronto population
and the regulatory environment, which reduces competition.
Key Assumptions
- Net revenues increase around 9% in FY 2025 due to the recent
opening of the event theatre and hotel and the expected opening of
a VIP space in Toronto, along with a ramp of Pickering's
operations. FY 2026 revenues climb about 6% as the construction of
the various amenities is completed in Toronto and all operations
start contributing, partially offset by some continued
macroeconomic dampness. Thereafter, 6%-7% growth rate;
- EBITDA margin expands slowly to about 48% over the forecast
horizon as the pickup in operations sees better flow-through of
gaming revenue. Labor, wages, corporate costs and other operating
expenses are assumed to grow in low single digits to help support
revenue growth;
- Capex as a percentage of revenue is expected to be about 10% for
FY 2025 as OTG wraps up the construction of its pending amenities,
followed by modest maintenance capex resulting in capex intensity
between 2%-4% thereafter;
- Fitch does not expect any material distributions to the sponsors
in FY 2025 considering the over CAD 600 million paid out in FY 2024
from the incremental USD 450 million term loan B. Thereafter, Fitch
assumes annual payments of CAD 200 million;
- Debt remains tied to the revolver, term loan and notes, with the
term loan requiring a modest amortization of 1% per annum;
- Base interest rates assumptions reflect the current SOFR curve.
Recovery Analysis
The 'BB-'/'RR2' rating for OTG's senior secured debt, a downgrade
from 'BB'/'RR2', is notched from its 'B' IDR based on a bespoke
analysis. The recovery analysis assumes OTG would be reorganized as
a going-concern in bankruptcy rather than liquidated. Fitch
estimates an enterprise value (EV) on a going-concern basis of CAD
2.3 billion for OTG. The EV assumption is based on a
post-reorganization EBITDA of about CAD 330 million, a 7.0x
multiple, and a deduction of 10% for administrative claims, all of
which are unchanged from its prior review.
Fitch projects a post-restructuring sustainable cash flow, which
assumes both depletion of the current position to reflect the
distress that provoked a default, and a level of corrective action
Fitch assumes either would have occurred during restructuring, or
would be priced into a purchase price by potential bidders. The
going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level upon which it bases
the EV.
OTG's going-concern EBITDA of about CAD 330 million takes into
consideration recessionary/inflationary pressures, the loss of
exclusivity in the GTA market and the potential for the company to
take on unsustainable leverage to fund shareholder dividends. This
is around 10% below normalized EBITDA, but reflects a forward view
that a restructuring would alleviate operating and leverage
pressures, and that the business would recover strongly post
reorganization.
The 7.0x EV multiple assumption is aligned with most U.S. regional
peers and Great Canadian, given OTG's strong competitive position
with operations in the economically strong GTA and the high
barriers to entry due to the long-term agreement with the OLG. OTG
also has low rent expense, which increases its financial
flexibility relative to some U.S. regional peers. Fitch uses a
range of 5.0x-7.0x recovery multiples for most U.S. regional peers,
dependent on market position, diversification and materiality of
rent expense.
In applying the distributable proceeds, Fitch assumes about CAD 2.5
billion of senior secured debt, including a fully drawn revolving
credit facility, a USD 1.25 billion term loan B and USD 400 million
of notes.
RATING SENSITIVITIES
Rating sensitivities do not apply as the ratings have been
withdrawn.
Liquidity and Debt Structure
Adequate Liquidity: At June 30, 2024, OTG's liquidity was
satisfactory and consisted of CAD 241.5 million in cash and
availability of about CAD-equivalent 164.5 million under the
revolver, which matures in August, 2030, compared with a modest 1%
annual amortization required for the term loan. FCF will be
positive in FY 2025, when Fitch does not expect any distributions
to the sponsors. Thereafter, Fitch expects FCF as a percentage of
revenue to be neutral to low single digits, should annual
disbursements be managed in CAD 150-CAD 200 million range.
Issuer Profile
OTG is an equal interest partnership between Great Canadian
(affiliates of Apollo) and Brookfield that operates gaming
facilities in the GTA. OTG owns and operates four properties all
located within the GTA.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
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
OTG has an ESG Relevance Score of '4' for Governance Structure due
to the board composition being primarily composed of
non-independent directors and lack of financial policy surrounding
leverage, which are not atypical in sponsor-owned companies. When
coupled with the sponsor's history in the gaming sector, this could
have a negative impact on the credit profile and is relevant to the
ratings 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
----------- ------ -------- -----
Ontario Gaming GTA
Limited Partnership LT IDR B Downgrade B+
LT IDR WD Withdrawn B
senior secured LT BB- Downgrade RR2 BB
senior secured LT WD Withdrawn BB-
ORIGINAL HAROLD'S: Hires Riggi Law Firm as Bankruptcy Counsel
-------------------------------------------------------------
Original Harold's Chicken of Nevada, LLC seeks approval from the
U.S. Bankruptcy Court for the District of Nevada to hire Riggi Law
Firm as its counsel.
The firm will render these services:
1. institute, prosecute, or defend any contested matters
arising out of this bankruptcy proceeding in which the Debtor may
be a party;
2. assist in the recovery and obtaining necessary Court
approval for recovery and liquidation of estate assets, and to
assist in protecting and preserving the same where necessary;
3. assist in determining the priorities and status of claims
and in filing objections thereto where necessary;
4. assist in preparation of a Chapter 11 plan;
5. advise and perform all other legal services.
The firm will be paid at these rates:
Partners $500 per hour
Associates $195 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received an initial retainer in the amount of $6,262, and
the filing fee of $1,738.
David Riggi, Esq., a partner at Riggi Law Firm, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David A. Riggi, Esq.
Riggi Law Firm
5550 Painted Mirage Rd. Suite 320
Las Vegas, NV 89149
Tel: (702) 463-7777
Fax: (888) 306-7157
Email: RiggiLaw@gmail.com
About Original Harold's Chicken
Original Harold's Chicken of Nevada, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev.
Case No. 24-14140) on August 14, 2024, with as much as $50,000 in
both assets and liabilities.
David A. Riggi, Esq., at Riggi Law Firm represents the Debtor as
legal counsel.
ORYX OILFIELD: Committee Hires Tittle Law Group as Co-Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Oryx Oilfield
Services, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Texas to employ Tittle Law Group, PLLC as
co-counsel.
The firm will provide these services:
a. render legal advice with respect to the powers and duties
of the Committee and the other participants in the Debtors' Cases;
b. assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the
Debtors, the operations of the Debtors' business and any other
matter relevant to the Bankruptcy Cases, as and to the extent such
matters may affect the Debtors' creditors;
c. participate in negotiations with parties-in-interest with
respect to any disposition of the Debtors' assets, plan of
reorganization and disclosure statement in connection with such
plan, and otherwise protect and promote the interests of the
Debtors' unsecured creditors;
d. prepare all necessary applications, motions, answers,
orders, reports, and papers on behalf of the Committee at Court
hearings as necessary and appropriate in connection with the
Bankruptcy Cases;
e. render legal advice and perform legal services in
connection with the foregoing;
f. perform all other necessary legal services in connection
with the Bankruptcy Cases, as may be requested by the Committee;
and
g. render legal advice with respect to all Texas substantive
and procedural matters, including, but not limited to the Local
Rules.
The firm will be paid at these rates:
Brandon J. Tittle $795 per hour
Associates $495 per hour
Paralegals $385 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brandon J. Tittle, Esq., a partner at Tittle Law Group, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Brandon J. Tittle, Esq.
Tittle Law Group, PLLC
5465 Legacy Dr., Ste. 650
Plano, Texas 75024
Tel: (972) 731-2590
Email: btittle@tittlelawgroup.com
About Oryx Oilfield Services
Oryx Oilfield Services, LLC is an oil and gas construction company
working in shale plays throughout Texas. It fabricates pressure
vessels, inter-connecting piping for modular builds, launchers and
receivers, spools, supports, industrial grade platforms and
ladders.
Oryx sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D. Texas Lead Case No. 24-41618) on July 12, 2024, with
total assets of $1 million to $10 million and total liabilities of
$50 million to $100 million.
Judge Brenda T. Rhoades oversees the cases.
The Debtor is represented by the Law Offices of Frank J. Wright,
PLLC.
PAN AM INVESTMENTS: Christopher Hayes Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Christopher Hayes as
Subchapter V trustee for Pan Am Investments Inc.
Mr. Hayes will be paid an hourly fee of $455 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Hayes declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Christopher Hayes
23 Railroad Avenue, #1238
Danville, CA 94526
Phone: (925) 725-4323
Email: chayestrustee@gmail.com
About Pan Am Investments
Pan Am Investments Inc. is a real estate investment firm in
Pleasanton, Calif.
Pan Am Investments Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-41391)
on Sept. 11, 2024, with $1 million to $10 million in both assets
and liabilities. Christopher Hayes was appointed as Subchapter V
trustee.
Judge William J. Lafferty oversees the case.
The Debtor is represented by Joyce Lau, Esq., at The Fuller Law
Firm, PC.
PATRICK INDUSTRIES: S&P Affirms 'BB-' ICR on Leverage Cushion
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
Leisure and industrial equipment supplier Patrick Industries Inc.
S&P also assigned its 'BB-' issue-level rating and '4' recovery
rating to the proposed $400 million of senior unsecured notes, in
line with our issuer credit rating.
The stable outlook reflects S&P's base-case assumption that Patrick
will sustain leverage below its 4x downgrade threshold through 2025
as an expected recovery in wholesale shipments in its RV and marine
end markets drives revenue, EBITDA, and cash flow generation.
Patrick Industries Inc. intends to issue $400 million of senior
unsecured notes due 2032, extend the maturity of its term loan to
2029, and increase the commitment under its revolving credit
facility due 2029. It will use the proceeds from its proposed notes
issuance to refinance its existing $300 million of senior unsecured
notes due 2027 and pay down a portion of outstanding borrowings
under its revolver.
S&P said, "The 'BB-' rating reflects our forecast for Patrick to
sustain leverage of 2.5x-3.0x through 2025 despite revenue
volatility in some of its end markets. We expect total net sales in
2024 to increase 5%-10% as growth among Patrick's RV, manufactured
housing, and industrial segments is enough to offset steep revenue
declines in its marine segment. Similar to retail RV sales in 2023,
high interest rates and cooling consumer demand led to a
precipitous decline in retail boat sales and a pullback in
production levels at original equipment manufacturers (OEMs)
beginning in the second half of 2023. We expect this will continue
through 2024 and impair revenue at suppliers such as Patrick.
"In 2024, we expect sales in Patrick's marine segment will decline
25%-30%. Meanwhile, even though retail demand has remained
historically low for RVs and significantly lower than demand
experienced amid the COVID-19 pandemic, OEMs in the industry have
begun to increase production levels. RV shipments from OEMs to
dealerships through August increased 8.6% compared with 2023, and
we expect a similar increase for the full year in 2024. We
anticipate RV segment sales, which is Patrick's largest end market
that accounted for 45% of trailing twelve months revenue, will grow
approximately 10% in 2024.
"Furthermore, we expect production levels in both the marine and RV
industries through 2025 will at least match retail demand now that
inventory levels have fallen below historical levels. In addition,
sales of Patrick's products could increase more than our base-case
forecast if dealerships begin to restock inventory at a faster rate
in response to a pickup in demand, potentially driven by lower
interest rates.
"In September, the Federal Reserve cut its target interest rate by
50 basis points (bps) to 4.50%-4.75%, and S&P Global Ratings
economists expect further interest rate cuts of 3.00%-3.25% by
year-end 2025. While we do not expect retail sales in either the RV
or marine market to climb meaningfully toward record levels
achieved in 2021 and 2022, we expect a modest pickup in sales and
potentially greater confidence among dealerships to hold more
inventory on their lots.
"We expect sales in Patrick's manufactured housing and industrial
segments will increase 10%-15% and 5%-10%, respectively. We project
demand for affordable housing will remain strong through 2025 as
overall housing supply remains constrained and believe Patrick will
benefit from increases in overall content per unit. Furthermore,
S&P Global economists forecast U.S. housing starts, which drive
demand for Patrick's products, will remain approximately flat in
2025 at 1.36 million compared with 1.35 million expected in 2024.
"Patrick's acquisition of Sportech provides inroads into an
adjacent industry and could lead to greater earnings stability over
time. We view Sportech's end markets, specifically its largest
utility vehicles segment, as less volatile than some of Patrick's
existing products that are recreational and discretionary, such as
RVs and boats. This could stabilize EBITDA in the future if the
company can further expand within the powersports market. Sportech
achieved approximately $41 million of S&P Global Ratings-adjusted
EBITDA on $255 million of revenue is fiscal 2023, and Patrick
believes it can achieve about $5 million in synergies given the
complementary manufacturing processes and material sourcing. We are
confident in Patrick's ability to achieve its targeted synergies
given its track record of acquisitions. We expect Patrick's
powersports segment, created in 2024, to generate approximately
$350 million-$375 million for the full year, largely driven by
significant growth at Sportech.
"The 'BB-' rating incorporates Patrick's financial policy, which
could periodically raise leverage for acquisitions. Patrick has a
track record of raising debt over time to fund acquisitions or
repay revolver draws that it temporarily used for acquisitions, as
is the case with the proposed transaction in which the company will
pay down a portion of the $295 million outstanding balance on its
revolving credit facility. We believe Patrick will periodically
engage in tuck-in acquisitions.
"Our rating reflects the company's stated target net leverage,
based on its own measure, of 2.25x-2.50x, sometimes raising it
temporarily to more than 2.75x for larger acquisitions. Our measure
of leverage is typically higher than Patrick's by 0.25x-0.50x
because we do not net cash and we adjust for operating leases and
contingent liabilities."
If the company makes acquisitions and increases leverage above its
policy maximum of 2.75x at or near the top of a cycle, anticipated
volatility in a downturn could cause its leverage to spike by more
than 1x. As a result, S&P factors this incremental financial risk
into the rating despite its current base-case forecast for a very
good leverage cushion through 2025.
S&P said, "The stable outlook reflects our base-case assumption
that Patrick will sustain leverage below our 4x downgrade threshold
through 2025 as an expected recovery in wholesale shipments in its
RV and marine end markets drives revenue, EBITDA, and cash flow
generation.
"We could lower our rating on Patrick if its operating performance
is weaker than we expect and we believe it will sustain our measure
of adjusted gross debt to EBITDA above 4x. This would likely be due
to debt-funded acquisitions and a prolonged recession in the U.S.
that hurts consumer spending in Patrick's end markets.
"We could raise the rating by one notch if we believe Patrick will
maintain S&P Global Ratings-adjusted debt to EBITDA below 3x,
incorporating the company's acquisition strategy, financial policy,
and volatility over an economic cycle. However, an upgrade is
unlikely given the company's financial policy to temporarily
increase its measure of leverage to above 2.75x for acquisitions.
Our adjustments add 0.25x-0.50x of leverage, which would result in
an insufficient cushion compared with the 3x upgrade threshold."
PEKIN COUNTRY: Hires Links Capital Advisors as Business Broker
--------------------------------------------------------------
Pekin Country Club, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of Illinois to employ Links Capital
Advisors, Inc. as business broker.
The firm will render these services:
(a) market substantially all of the Debtor's property, both real
and personal, including the following services:
(b) locate parties interested in acquiring substantially all of
the Debtor’s assets;
(c) advise the Debtor on potential acquisitions;
(d) communicate with parties interested in acquisition of
substantially all of the Debtor’s assets, and respond to records
and requests for information consistent with the Debtor’s
duties;
(e) negotiate on behalf of the Debtor as to potential
acquisitions; and
(f) assist the Debtor, its management and its counsel in matters
necessary to close any potential acquisition transaction.
The firm will be paid at commission due upon a successful sale
would be 6 percent of the total sale price.
Chris J. Charnas, a partner at Links Capital Advisors, Inc.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Chris J. Charnas
Links Capital Advisors, Inc.
636 Church St. Suite 710
Evanston, IL 60201
Tel: (847) 866-7192
About Pekin Country Club, Inc.
Pekin Country Club, Inc. operates a golf course, restaurant and
swimming pool as part of its country club facility located at 310
Country Club Drive, Pekin, Illinois.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Ill. Case No. 24-80164) on March 11,
2024. In the petition signed by Matthew Taphorn,
President/Designated Bankruptcy Representative, the Debtor
disclosed up to $10 million in both assets and liabilities.
Sumner A. Bourne, Esq., at Rafool & Bourne, P.C., represents the
Debtor as legal counsel.
POET TECHNOLOGIES: Wins "AI Innovator of the Year" at Merit Awards
------------------------------------------------------------------
POET Technologies Inc., the designer and developer of the POET
Optical Interposer, Photonic Integrated Circuits (PICs) and light
sources for the data center, tele-communication and artificial
intelligence markets, was recognized as the "AI Innovator of the
Year" in the Technology category of the prestigious 2024 Merit
Awards. The Gold Prize adds to the Company's recent accolades,
which include recognition by the 2024 AI Breakthrough Awards honor
for "Best Optical AI Solution".
"We are thrilled to honor POET Technologies as the AI Innovator of
the Year. Their groundbreaking advancements in photonic technology
are setting new standards in the AI industry, pushing the
boundaries of innovation and creativity. This recognition is a
testament to their leadership, vision, and commitment to
revolutionizing AI solutions. We congratulate the entire team at
POET Technologies on this well-deserved achievement," says Marie
Zander, Executive Director, Merit Awards.
Merit Awards winners in 2023 included notable companies such as
Nvidia, Intel and Oracle. Founded in 2022, the Merit Awards are
judged by industry executives, Merit Awards staff, media, and
consultants. The awards recognize global leaders in a range of
industries who are shaping the future.
"The POET Optical Interposer continues to gain accolades because
the commercial viability of its applications are advancing the
performance goals of the leaders in the AI networking and data
center industries. Our recent agreements with Mitsubishi Electric,
Luxshare Tech, and Foxconn Interconnect Technology demonstrate why
industry observers are impressed by what the POET team has
achieved," says Dr. Suresh Venkatesan, POET Chairman & CEO.
"Winning the Gold Prize as 'AI Innovator of the Year' is another
validation for our platform technology. We thank the organizers of
the Merit Awards for the honor and for shining a light on
transformative companies around the world."
About POET Technologies Inc.
POET Technologies Inc. -- www.poet-technologies.com -- is a design
and development company offering high-speed optical modules,
optical engines, and light source products to the artificial
intelligence systems market and hyperscale data centers. POET's
photonic integration solutions are based on the POET Optical
Interposer, a novel, patented platform that allows the seamless
integration of electronic and photonic devices into a single chip
using advanced wafer-level semiconductor manufacturing techniques.
POET's Optical Interposer-based products are lower cost, consume
less power than comparable products, are smaller in size, and are
readily scalable to high production volumes. In addition to
providing high-speed (800G, 1.6T, and above) optical engines and
optical modules for AI clusters and hyperscale data centers, POET
has designed and produced novel light source products for
chip-to-chip data communication within and between AI servers, the
next frontier for solving bandwidth and latency problems in AI
systems. POET's Optical Interposer platform also solves device
integration challenges in 5G networks, machine-to-machine
communication, self-contained "Edge" computing applications, and
sensing applications, such as LIDAR systems for autonomous
vehicles. POET is headquartered in Toronto, Canada, with operations
in Allentown, PA, Shenzhen, China, and Singapore.
Hartford, Conn.-based Marcum LLP, the Company's auditor since 2009,
issued a "going concern" qualification in its report dated March
15, 2024, citing that the Company has incurred significant losses
over the past few years and needs to raise additional funds to meet
its future obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
POET Technologies reported a net loss of $20.27 million for the
year ended Dec. 31, 2023, compared to a net loss of $21.04 million
for the year ended Dec. 31, 2022.
POINTCLICKCARE TECHNOLOGIES: S&P Affirms 'B' ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
Ontario-based health care software provider PointClickCare
Technologies Inc. (PCC). S&P also assigned its 'B' rating with a
'3' recovery rating to the company's proposed term loan B.
S&P said, "The stable outlook reflects our expectation that organic
revenue growth and stable EBITDA margins will allow the company to
reduce leverage to around 6.6x in fiscal 2025. It also reflects our
expectation the company will continue to generate free operating
cash flow (FOCF) greater than 3% of debt.
"The ratings affirmation reflects our expectation for leverage to
decline to around 6.6x in fiscal 2025.The proposed transaction adds
about $800 million in new debt to the balance sheet, which the
company will use to fund a shareholder dividend. As a result,
adjusted leverage will increase to 7.4x from 3.9x as of July 31,
2024. Considering the company's growth trajectory and financial
policy, we expect leverage to decline to around 6.6x in 2025 and
remain relatively stable thereafter. We anticipate the company will
maintain leverage below our downside trigger, albeit with a tighter
cushion.
"We anticipate that sales and profitability growth will drive
deleveraging following the transaction. PCC delivered strong
annualized revenue growth of 12% through the third quarter of
fiscal 2024, primarily benefiting from customer expansion and new
product additions to existing subscriptions. In 2025, we forecast
organic revenue growth of 9%-10% as the company continues to
penetrate the core skilled nursing home (SNF) market through
bolt-on module sales and expands into new end markets like acute
care. Additionally, we expect S&P Global Ratings-adjusted EBITDA
margins to remain around 29%-30% in 2025 as ongoing transaction and
integration costs related to tuck-in acquisitions offset the
benefits realized from additional economies of scale.
"The proposed transaction will significantly increase PCC's
interest burden, though we still forecast healthy free cash flow
generation. We expect the company will pay approximately $120
million in cash interest expense in 2025, up from around $72
million in 2024, due to the increased debt balance. Although PCC
has a modest interest rate hedge in place through 2025, the higher
interest burden expectedly weakens its cash flow. Still, we
forecast that PCC will generate reported FOCF between $60 million
and $80 million in 2025, with further growth expected thereafter.
This amount represents 4%-5% of the company's debt which, while
lower than the prior years, still comfortably aligns with its 'B'
rating. Our forecast is supported by PCC's strong track record of
generating free cash flow, the capital-light nature of its software
business, and our expectation of declining benchmark interest rates
through 2025.
"We continue to expect ongoing tuck-in acquisitions as the company
seeks to expand its capabilities. Electronic health record (EHR)
providers, including PCC, have historically made acquisitions to
expand their offerings to existing customers or enter adjacent
markets. This strategy is crucial for sustaining top-line growth,
considering the saturation of the core, EHR market for SNFs. Given
PCC's ambitious growth strategy and the influence of its private
equity sponsors, we expect it to allocate a significant portion of
its free cash flow toward tuck-in acquisitions, precluding any
discretionary debt paydown. While the company may be comfortable
drawing on its revolver to fund acquisitions, we would anticipate
timely deleveraging given our expectation for ongoing cash flow
generation.
"We believe an aggressive acquisition strategy poses the greatest
risk to PCC's operating performance. While we do not expect the
company to pursue large, transformative acquisitions over our
forecast period, a more rapid pace of tuck-in acquisitions,
especially into new markets outside of PCC's core competencies
could result a disruption in operations and erode EBITDA margins.
"The stable outlook reflects our expectation that organic revenue
growth and stable EBITDA margins will allow the company to reduce
leverage to around 6.6x in fiscal 2025. It also reflects our
expectation the company will continue to generate FOCF greater than
3% of debt."
S&P could consider lowering the rating over the next 12 months if
its believed the company would sustain adjusted leverage above 9.0x
and FOCF to debt below 3%. This would most likely occur if:
-- The company is more aggressive in pursuing acquisitions than
S&P anticipates, leading to higher integration costs and debt
leverage; or
-- Operating performance weakens due to headwinds faced in the SNF
end market.
Although highly unlikely within the next 12 months, S&P could
consider raising the rating if the company commits to and
demonstrates a track record of maintaining adjusted leverage below
5.0x.
PROJECT RUBY: $75MM Add-on Loan No Impact on Moody's B3 CFR
-----------------------------------------------------------
Moody's Ratings commented that Project Ruby Ultimate Parent Corp.'s
(WellSky) ratings and stable outlook are not affected by the
company's proposed $75 million incremental senior secured first
lien term loan. The company's current ratings include a B3
Corporate Family Rating, a B2 rating on the $1,125 million ($1,088
million outstanding) senior secured first lien term loan, a B2
rating on the $640 million ($638 million outstanding) senior
secured first lien term loan B3, and a B2 rating on the $110
million revolving credit facility. The company also has an unrated
$405 million senior secured second lien term loan.
The proceeds from the add-on will be used to fund an acquisition of
a business in the home post-acute space, which benefits from the
preference of both payers and patients to receive medical care at
home. The transaction is mildly leveraging, with debt to EBITDA of
close to 8.3x at FY 2024 (June 30, 2024) pro forma for the
transaction, vs. the 8.1x prior to the transaction. Based on growth
and margin expectations, Moody's expect financial leverage to
decline to about 7.7x by end of FY 2025.
The existing ratings, including the B3 CFR, reflect financial
policies characterized by frequent acquisitions, ongoing dividends
and, overall, a substantial debt load that has led to debt/EBITDA
(Moody's-adjusted) just above 8x range, pro forma for the current
transaction and planned acquisition. Absent additional debt-funded
transactions, debt/EBITDA should decrease to about 7.7x, supported
by expectations of revenue growth above 7% and continued solid
EBITDA margins of close to 34% (inclusive of expensing capitalized
software development costs). Given acquisition costs, higher
interest rates and a temporary increase in accounts receivables
from acquisitions integrations, free cash flow was about breakeven
for FY 2024, which ended June 30, 2024. For FY 2025, Moody's expect
higher EBITDA and a normalization of collections to contribute to
the cash flow profile, with some offset from higher taxes, leading
to free cash flow of about $25 million after expected dividends.
WellSky benefits from its strong position as an electronic health
record (EHR) software provider in the niche non-acute care end
market. The critical nature of the electronic health record systems
and related products results in net retention rates above 100% and
a highly recurring revenue base of about 88%.
Liquidity is good and is supported by a $39 million cash balance at
June 30, 2024, and an undrawn $110 million revolver. Moody's
estimate free cash flow of close to $25 million in FY 2025
(inclusive of about $16 million of estimated dividends, based on
recent history), sufficient to cover about $18 million in term loan
amortization. WellSky's revolver has a springing first lien net
leverage covenant of 7.5x (as defined by the credit agreement and
at 5.2x at June 30, 2024), which is triggered at 35% revolver
utilization. Moody's expect that WellSky will maintain good cushion
under this covenant over at least the next year.
The stable outlook reflects Moody's expectation that WellSky will
grow its topline north of 7%, reduce leverage to below 8x
debt/EBITDA (inclusive of expensing capitalized software
development costs) and generate modestly positive free cash flow in
the next 12 months.
The ratings could be upgraded if WellSky's leverage is sustained
below 6.5x debt/EBITDA and free cash flow to debt is maintained
above 6%. The ratings could be downgraded if weaker than projected
operating performance or debt-funded acquisitions prevent WellSky
from maintaining its leverage below 8x. Weaker liquidity and/or
negative free cash flow could also result in a downgrade.
Headquartered in Overland Park, Kansas, WellSky is a provider of
healthcare enterprise software and related services, primarily for
the post-acute settings. Solutions focus on systems of record for
customers and are used to manage care delivery, billing,
scheduling, and financial and administrative workflows. The company
generated pro forma revenue of approximately $780 million in fiscal
2024 (ending June 30), or nearly $800 million if Moody's include
the currently planned acquisition. WellSky is controlled by private
equity firms TPG Capital and Leonard Green & Partners.
R. GREGORY INVESTMENTS: Hires Tran Singh LLP as Counsel
-------------------------------------------------------
R. Gregory Investments, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Tran Singh LLP as counsel.
The firm will provide these services:
a. analyzing the financial situation, and rendering advice and
assistance to the Debtors;
b. advising the Debtors with respect to their rights, duties,
and powers as a debtors in this case;
c. representing the Debtors at all hearings and other
proceedings;
d. preparing and filing of all appropriate petitions,
schedules of assets and liabilities, statements of affairs,
answers, motions and other legal papers as necessary to further the
Debtors' interests and objectives;
e. representing the Debtors at any meeting of creditors and
such other services as may be required during the course of the
bankruptcy proceedings;
f. representing the Debtors in all proceedings before the
Court and in any other judicial or administrative proceeding where
the rights of the Debtor
may be litigated or otherwise affected;
g. preparing and filing of a Disclosure Statement and Plan of
Reorganization;
h. assisting the Debtors in analyzing the claims of the
creditors and in negotiating with such creditors; and
i. assisting the Debtors in any matters relating to or arising
out of the captioned case.
The firm will be paid at these rates:
Susan Tran Adams $550 per hour
Brendon Singh $550 per hour
Mayur Patel $425 per hour
The firm received a retainer in the amount of $30,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Susan Tran Adams, a partner at Tran Singh LLP, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Susan Tran Adams, Esq.
Tran Singh LLP
Brendon Singh
2502 La Branch Street
Houston TX77004
Tel: (832) 975-7300
Fax: (832) 975-7301
Email: stran@ts-llp.com
About R. Gregory Investments, LLC
R. Gregory Investments, LLC in _ Manvel, TX, sought relief under
Chapter 11 of the Bankruptcy Code filed its voluntary petition for
Chapter 11 protection (Bankr. S.D. Tex. Case No. 24-34097) on Sept.
1, 2024, listing $2,503,600 in assets and $1,739,000 in
liabilities. Ryan Gregory as managing member, signed the petition.
Judge Eduardo V Rodriguez oversees the case.
TRAN SINGH, LLP serve as the Debtor's legal counsel.
RAUL INDERKUMER: Case Summary & Two Unsecured Creditors
-------------------------------------------------------
Debtor: Raul Inderkumer LLC
945 E. 11th Street
Oakland, CA 94606
Business Description: Raul Inderkumer is a Single Assets Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: October 7, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-41583
Debtor's Counsel: Jonathan Bornstein, Esq.
2701 Telegraph Avenue Ste 200
Oakland CA 94612
Tel: 510-901-0010
Email: bblawgrp@gmail.com
Total Assets: $1,600,000
Total Liabilities: $616,755
The petition was signed by Jonathan H. Bornstein as manager.
A copy of the Debtor's list of two unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ROD4I6Q/Raul_Inderkumer_LLC__canbke-24-41583__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PTBBLSY/Raul_Inderkumer_LLC__canbke-24-41583__0001.0.pdf?mcid=tGE4TAMA
RAYANI HOLDINGS: Seeks to Hire Reynolds Law as Bankruptcy Counsel
-----------------------------------------------------------------
Rayani Holdings LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of California to hire Reynolds Law
Corporation as its attorneys.
The Debtor requires legal counsel to:
(a) prepare and file complete schedules and statements of
financial affairs;
(b) advise and represent the Debtor in its Chapter 11 case;
(c) seek employment of bankruptcy professionals;
(d) communicate and negotiate with creditors and other parties
involved in the Debtor's case;
(e) obtain court authority for actions necessary to administer
the Debtor's estate;
(f) propose and obtain confirmation of a plan of
reorganization; and
(g) provide other necessary legal services.
The firm received $25,000 from the Debtor as a pre-bankruptcy
retainer.
Stephen Reynolds, Esq., an attorney at the firm, will be paid at
his normal hourly rate of $425.
Mr. Reynolds disclosed in a court filing that his firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Stephen Reynolds, Esq.
Reynolds Law Corporation
424 Second Street, Suite A
Davis, CA 95616
Tel: (530) 297-5030
Fax: (530) 297-5077
Email: sreynolds@lr-law.net
About Rayani Holdings LLC
Rayani Holdings LLC owns 8.4 acres located in Lincoln, CA being
subdivided from two to six parcels zoned for commercial use. The
property is valued at $7.5 million based on management's review.
Rayani Holdings LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-24147) on September
17, 2024. In the petition filed by Hooshang Fazeli, as managing
member, the Debtor reports total assets of $7,527,277 and total
liabilities of $4,736,040.
The Honorable Bankruptcy Judge Ronald H. Sargis handles the case.
The Debtor is represented by Stephen Reynolds, Esq. at REYNOLDS LAW
CORPORATION.
RED RIVER: Defends Texas Over New Jersey Bankruptcy Venue
---------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Johnson & Johnson's talc
liability holding unit said its recently filed bankruptcy case
belongs in Texas as a matter of applicable law and as a core piece
of its deal to resolve thousands of cancer victim lawsuits.
The Chapter 11 case for Red River Talc LLC, a subsidiary created to
advance J&J's third attempt at resolving tens of thousands of mass
tort cases in bankruptcy, was properly filed in Houston and should
remain there to carry out the will of a supermajority of claimants,
the company told the US Bankruptcy Court for the Southern District
of Texas on Wednesday.
Red River is fighting motions lodged by attorneys for claimants
opposed to the company's $8 billion bankruptcy claim settlement and
the US Trustee, a Justice Department division that polices
bankruptcies. Both the government and the bankruptcy opponents
have urged Houston bankruptcy judge Christopher Lopez to move the
case to New Jersey, where the two prior J&J talc subsidiary cases
were adjudicated.
But unlike the two previous Chapter 11 cases filed by a J&J
subsidiary called LTL Management LLC, Red River's case is premised
on a pre-arranged settlement with 83% of cancer claimants that
contemplates approval from a Texas bankruptcy court, the company
said in court papers.
It also makes geographical sense for Red River's case to proceed in
Texas because it is incorporated and holds assets in the Lone Star
state, the company said. A greater number of claimants live in
Texas than in New Jersey, and the company's chief officer and
bankruptcy counsel also reside in Texas, it said.
"Red River is a different entity with materially different
claimants than its predecessor entities," it told the court. "And
unlike those predecessors, Red River has not filed for bankruptcy
in any other venue."
A committee formed in favor of the settlement representing several
thousand claimants separately argued in court papers Wednesday,
October 2, 2024, that the motions to transfer are "meritless," and
the case should proceed in a court controlled by Fifth Circuit
precedent.
To keep the case in Houston, the company will have to overcome
arguments that it exists as an instrument created by J&J to
manipulate the bankruptcy system and rid itself of multibillion
dollar liabilities at a discount. A coalition of attorneys that has
long opposed the healthcare giant's efforts to use bankruptcy to
resolve suits over allegedly tainted baby powder contends the case
should be sent to New Jersey, where multidistrict litigation has
been proceeding for years.
Judge Michael Kaplan of the US Bankruptcy Court for the District of
New Jersey, who in 2023 dismissed LTL's second bankruptcy, ruled
last week that it's up to Lopez to decide where Red River's case
should proceed. Kaplan also said that the parties in Red River's
case are "clearly different."
Red River is next scheduled to appear in court on October 10,
2024.
The company is represented by Jones Day LLP and Porter Hedges LLP.
The ad hoc committee is represented by Paul Hastings LLP and
Parkins & Rubio LLP. The coalition opposing the case is represented
by Brown Rudnick LLP, Stutzman Bromberg Esserman & Plifka PC, and
Otterbourg PC.
The case is In re Red River Talc LLC, Bankr. S.D. Tex., No.
24-90505, opposition filed 10/2/24.
About J&J Talc Units
LLT Management, LLC (formerly known as LTL Management LLC) was a
subsidiary of Johnson & Johnson that was formed to manage and
defend thousands of talc-related claims and oversee the operations
of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue
streams, including royalty revenue streams based on third-party
sales of LACTAID, MYLANTA/MYLICON and ROGAINE products.
LTL Management first filed a petition for Chapter 11 protection
(Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
In the 2021 case, LTL Management tapped Jones Day and Rayburn
Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP
and Shook, Hardy & Bacon LLP as special counsel; McCarter &
English, LLP as litigation consultant; Bates White, LLC as
financial consultant; and AlixPartners, LLP as restructuring
advisor. Epiq Corporate Restructuring, LLC, served as the claims
agent.
On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9
reconstituted the talc claimants' committee and appointed two
separate committees: (i) the official committee of talc claimants
I, which represents ovarian cancer claimants, and (ii) the official
committee of talc claimants II, which represents mesothelioma
claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On Jan. 30, 2023, a panel of the Third Circuit issued an opinion
directing this Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an
order denying LTL's stay motion on March 31, 2023, and, on the dame
day, issued its mandate directing the Bankruptcy Court to dismiss
the 2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton,
New Jersey, ruled that the second bankruptcy case should be
dismissed.
3rd Try
In May 2024, J&J announced its subsidiary LLT Management LLC is
soliciting support for a consensual prepackaged bankruptcy plan to
resolve its talc-related liabilities. Under the terms of the plan,
a trust would be funded with over $5.4 billion in the first three
years and more than $8 billion over the course of 25 years, which
J&J calculates to have a net present value of $6.475 billion.
Claimants must cast their vote to accept or reject the Plan by 4:00
p.m. (Central Time) on July 26, 2024. A solicitation package may
be requested at www.OfficialTalcClaims.com or by calling
1-888-431-4056. If the Plan is accepted by at least 75% of voters,
a bankruptcy may be filed under the case name In re: Red River Talc
LLC in a bankruptcy court in Texas or in the bankruptcy court of
another jurisdiction. Epiq Corporate Restructuring, LLC is serving
as balloting and solicitation agent for LLT.
On Sept. 20, 2024, Red River Talc LLC filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 24-90505).
Porter Hedges LLP and Jones Day serve as counsel in the new Chapter
11 case. Epiq is the claims agent.
Paul Hastings LLP is counsel to the Ad Hoc Committee of Supporting
Counsel. Randi S. Ellis is the proposed prepetition legal
representative of future claimants.
REDLINE METALS: Committee Hires Tucker Ellis LLP as Legal Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Redline Metals,
Inc. seeks approval from the U.S. Bankruptcy Court for the Northern
District of Illinois to hire Tucker Ellis LLP as its counsel.
The firm's services include:
(a) advising the Committee on all legal issues as they arise;
(b) representing and advising the Committee regarding the
terms of any sales of assets or plans of reorganization or
liquidation, and assisting the Committee in negotiations with the
Debtor and other parties;
(c) investigating the Debtor's assets and pre-bankruptcy
conduct, as well as the pre-bankruptcy conduct of the Debtor's
officers, directors and holders of equity interests;
(d) analyzing the liens, claims and security interests of any
of the Debtor's secured creditors, and where appropriate, raising
challenges on behalf of the Committee;
(e) preparing, on behalf of the Committee, all necessary
pleadings, reports, and other papers;
(f) representing and advising the Committee in all proceedings
in this case;
(g) assisting and advising the Committee in its
administration; and
(h) providing such other services as are customarily provided
by counsel to a creditors' committee in cases of this kind.
The firm will be paid at these rates:
Thomas R. Fawkes $705 per hour
Jason M. Torf $690 per hour
Brian J. Jackiw $575 per hour
Jason Ben $635 per hour
Edet Nsemo $420 per hour
The firm will be paid a retainer in the amount of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jason Torf, Esq., a partner at Tucker Ellis LLP, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Thomas R. Fawkes, Esq.
Jason M. Torf, Esq.
Tucker Ellis LLP
233 S. Wacker Dr., Suite 6950
Chicago, IL 60606
Tel: (312) 256-9425
Fax: (312) 624-6309
Email: thomas.fawkes@tuckerellis.com
jason.torf@tuckerellis.com
About Redline Metals
Redline Metals, Inc. is a recycling center in Lombard, Ill.
Redline Metals filed Chapter 11 petition (Bankr. N.D. Ill. Case No.
24-12590) on Aug. 27, 2024, with $10 million to $50 million in both
assets and liabilities.
Judge Jacqueline P. Cox oversees the case.
Paul M. Bach, Esq., at Bach Law Offices is the Debtor's bankruptcy
counsel.
RELIABLE ENERGY: Hires Thomas R. Willson as Counsel
---------------------------------------------------
Reliable Energy Solutions, L.L.C. seeks approval from the U.S.
Bankruptcy Court for the Western District of Louisiana to employ
Law Office of Thomas R. Willson as counsel.
The firm will represent the Debtor in this Court for all legal
matters.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Thomas R. Willson, Esq., a partner at Law Office of Thomas R.
Willson, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Thomas R. Willson, Esq.
Law Office of Thomas R. Willson
1330 Jackson Street - Suite C
Alexandria, LA 71301
Telephone: (318) 442-8658
Facsimile: (318) 442-9637
Email: rocky@rockywillsonlaw.com
About Reliable Energy Solutions, L.L.C.
Reliable Energy Solutions LLC -- https://resgenerator.com/ --
provides full installation and service of all Generac standby
generator systems.
Reliable Energy Solutions LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No.
24-50826) on September 26, 2024. In the petition filed by Harry
Thibodaux, as managing member, the Debtor reports estimated assets
and liabilities between $1 million and $10 million each.
The Honorable Bankruptcy Judge John W. Kolwe handles the case.
The Debtor is represented by:
Thomas R. Willson, Esq.
Rocky Willson
103 Dunvegan Court
Lafayette, LA 70503
RELIANT LIFE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Reliant Life Shares, LLC
15260 Ventura Blvd.
#1200
Sherman Oaks, CA 91403
Business Description: Reliant is an investment service in Los
Angeles, California.
Chapter 11 Petition Date: October 7, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-11695
Judge: Hon. Martin R Barash
Debtor's Counsel: Hamid R. Rafatjoo, Esq.
RAINES FELDMAN LITTRELL LLP
1900 Avenue of the Stars
19th Floor
Los Angeles, CA 90067
Tel: 310-440-4100
Email: hrafatjoo@raineslaw.com
Debtor's
Claims &
Noticing
Agent: STRETTO
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Nicholas Rubin as chief restructuring
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7RWCLLA/Reliant_Life_Shares_LLC__cacbke-24-11695__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Provident Trust Group Purchaser of Life $1,999,340
FBO Dolores settlement interests
Zadwick IRA #22038252
328 Seawind Drive
Vallejo, CA 94590
2. Provident Trust Group Purchaser of Life $1,252,000
FBO Melissa settlement interests
Foland IRA #22041648
11784 Bloomington Way
Dublin, CA 94568
3. Rhynard Family Foundation Purchaser of life $1,153,028
26680 Sherman Rd. settlement interests
Manifee, CA 92585
4. The Estate of Raymond Purchaser of life $1,134,592
E Douglass settlement interests
225 Miramonte Rd.
Walnut Creek, CA 94587
5. Provident Trust Group Purchaser of life $900,000
FBO David Yanez settlement interests
IRA #170601058
26033 Getty Drive, Apt. 451
Laguna Nigel, CA 92677
6. Provident Trust Group Purchaser of life $749,550
FBO John Carlos settlement interests
Morrison Jr IRA # DRLSTRA198575
36307 Cayon Ter Dr.
Yucaipa, CA 92399
7. Christopher Conway, Receiver Professional $723,928
2472 Jett Ferry Rd. Fee Claims
Suite 400-191
Atlanta, GA 30338
8. Kailesh Karavadra & Purchaser of life $707,430
Heena Karavadra Joint settlement interests
Living Trust
1653 Via Di Salerno
Pleasanton, CA 94566
9. My Thi Nguyen Purchaser of life $684,980
26992 La Paja Ln settlement interests
Mission Viejo, CA 92691
10. Abraham Galvin Purchaser of life $664,725
1313 N Logan Street settlement interests
Santa Ana, CA 92701
11. Sherreitt Educational Trust Purchaser of life $664,120
22 San Julian settlement interests
Rancho Santa Margarita, CA 92688
12. Michael Sanbach Living Trust Purchaser of life $650,172
600 Peru Road settlement interests
Sonoma, CA 95476
13. Womble Bond Dickinson (US) LLP Professional $637,811
1311 Spring Street, Suite 1400 Fee Claims
Atlanta, GA 30309
14. Authentia Financials Inc. Purchaser of life $626,525
7880 Airway Rd., Suite B6E settlement interests
San Diego, CA 92154
15. Provident Trust Group Purchaser of life $562,017
FBO Armando Macias settlement interests
IRA #180300577
2214 Brescia Ave.
Claremont, CA 91711
16. IRA Club FBO Mehul Purchaser of life $560,474
Jain IRA #1001278 settlement interests
1745 Hull Avenue
Redwood City, CA 94061
17. Provident Trust Group Purchaser of life $552,000
FBO Severina Galvan- settlement interests
Symonds IRA# 21128274
1570 Corsica Pl
Costa Mesa, CA 92626
18. Provident Trust Group Purchaser of life $550,000
FBO Abraham Galvan settlement interests
IRA #2110306
1313 N. Logan St
Santa Ana, CA 92701
19. Donald O'Driscoll MD Purchaser of life $525,157
10360 Carriage Trail settlement interests
Cincinati, OH 45242
20. The Estate of Raymond K Pang Purchaser of life $518,502
45 Grand View Ave settlement interests
Felton, CA 95018
REMOND REMODELING: Hires Jason P. Provinzano LLC as Counsel
-----------------------------------------------------------
Remond Remodeling Co., Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to employ Law Offices
of Jason P. Provinzano, LLC as counsel to handle its Chapter 11
case.
The firm will be paid at $300 per hour.
The Law Offices of Jason P. Provinzano received a retainer in the
amount of $1000, plus filing fee of $1,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jason P. Provinzano, Esq., a partner at Law Offices of Jason P.
Provinzano, LLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Jason P. Provinzano, Esq.
Law Offices of Jason P. Provinzano, LLC
16 West Northampton Street
Wilkes Barre, PA 18701
Tel: (570) 822-5771
About Remond Remodeling Co., Inc.
Remond Remodeling Co., Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 21-02101) on Sept. 24, 2021, disclosing
under $1 million in both assets and liabilities. The Debtor hires
Law Offices of Jason P. Provinzano, LLC as counsel.
RENALYTIX PLC: Jefferson River Reports 5.14% of Ordinary Shares
---------------------------------------------------------------
Jefferson River Capital, LLC disclosed in Schedule 13D/A Report
filed with the U.S. Securities and Exchange Commission that as of
September 30, 2024, the firm and its affiliated entities -- The
Hamilton E. James 2003 Children's Trust, Hamilton E. James, David
R. James -- beneficially owned a total of 8,533,280 Ordinary Shares
of Renalytix PLC, representing approximately 5.14% of the
outstanding shares.
The Trust specifically holds 8,294,932 shares, while Hamilton E.
James and David R. James each share beneficial ownership of the
remaining 238,348 shares through their direct holdings. The
beneficial ownership calculations are based on 165,925,513 Ordinary
Shares reported as outstanding by the Issuer as of September 20,
2024.
On September 30, 2024, the Trust entered into a Subscription
Agreement with the Issuer to purchase an additional 11,111,111
Ordinary Shares for a value of £1,000,000, subject to a six-month
lock-in period.
A full-text copy of Jefferson River's SEC Report is available at:
https://tinyurl.com/3eydbrsw
About Renalytix
Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ:
RNLX) -- www.renalytix.com -- is an artificial intelligence enabled
in-vitro diagnostics and laboratory services company that is the
global founder and leader in the field of bioprognosis for kidney
health. In late 2023, the Company's kidneyintelX.dkd test was
recognized as the first and only FDA-authorized prognostic test to
enable early-stage CKD (stages 1-3b) risk assessment for
progressive decline in kidney function in T2D patients. By
understanding how disease will progress, patients and clinicians
can take action earlier to improve outcomes and reduce overall
health system costs.
As of June 30, 2024, the Company had $7.9 million in total assets,
$15.8 million in total liabilities, and $7.9 million in total
stockholders' deficit.
New York, New York-based CohnReznick LLP, the Company's auditor
since June 2024, issued a "going concern" qualification in its
report dated September 30, 2024, citing that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
RENTBERRY INC: Raises Going Concern Doubt Over Losses, Funding
--------------------------------------------------------------
Rentberry Inc. disclosed in its Form 1-SA filed with the U.S.
Securities and Exchange Commission for the fiscal semiannual period
ended June 30, 2024, that substantial doubt exists about its
ability to continue as a going concern.
Over the past years Rentberry has concentrated on its brand
recognition and user growth. At the same time, the Company
successfully tested various monetization channels. Throughout 2024,
Rentberry has continued rolling out various monetization
functionality on the platform. To date, the Company has been
primarily funded through offerings of securities.
The Company's operating expenses consist of general and
administrative expenses and selling and marketing expenses. Its
general and administrative expenses include team salaries, office
rent, servers and other similar type of expenses. Its selling and
marketing expenses include social media advertising, salaries and
Google ads and other similar type of expenses.
Since inception, the Company has relied on raising securities to
fund its operations. As of June 30, 2024, the Company will likely
incur losses prior to generating positive working capital. These
matters raise substantial concern about the Company's ability to
continue as a going concern. As of June 30, 2024, the Company is in
expansion phase and plans to enter new business segments in real
estate. "Our ability to continue as a going concern is dependent on
the Company's ability to grow its revenues and generate sufficient
cash flows from operations to meet its obligations and/or obtaining
additional short-term financing from its shareholders or other
sources, as may be required," the Company explained.
"We are dependent on additional capital resources for our planned
principal operations and are subject to significant risks and
uncertainties, including failing to secure funding to
operationalize our planned operations or failing to profitably
operate the business."
For the six-month period ended June 30, 2024, the Company had
revenue from operations of $229,825 compared to revenue from
operations of $83,859 for the six-month period ended June 30, 2023.
The increase in revenue of $145,966 is primarily attributable to
the services that were offered to the Company's customers. The
Company's revenue to date has largely come from testing various
monetization channels on the platform, and the increase represents
wider usage of our platforms. Specifically, the Company generates
revenues from applications and credit reports when booking a
property on a transactional basis. The Company also generates
revenue from partnering with other companies for leads and
advertising revenue.
The Company's total operating expenses increased to $2,254,804 for
Interim 2024 compared with $1,597,766 for Interim 2023,
representing a $657,038 increase. The primary drivers of the
increase were:
* A $504,003 increase in selling and marketing expenses due to
a substantial increase in social media ads, such as Facebook,
Twitter and Google Ads related to its Website and capital raising
campaigns.
* A $153,035 increase in general and administrative expenses
occurred as a result of the business expansion into a modular homes
and flexible living model.
Overall, the Company experienced a net loss of $2,024,979 for
Interim 2024 compared to a net loss of $1,513,732 for Interim
2023.
A full-text copy of the Company's Form 1-SA is available at:
https://tinyurl.com/ysfaurbr
About Rentberry Inc.
Rentberry Inc. was incorporated under the laws of the State of
Delaware on August 28, 2015 with headquarters in San Francisco,
California. The Company develops technology platforms aimed at
disrupting the residential, commercial and senior housing rental
markets. Rentberry has developed a closed-loop home rental platform
that makes the long-term leasing process transparent and efficient
by eliminating the hassle of paper applications, paper credit
reports, face-to-face negotiations and paper checks.
As of June 30, 2024, the Company had $4,341,410 in total assets,
$3,999,127 in total liabilities, and $342,283 in total
stockholders' equity.
RHODIUM ENCORE: Seeks to Hire Ordinary Course Professionals
-----------------------------------------------------------
Rhodium Encore, LLC and affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
retain professionals utilized in the ordinary course of business.
These OCPs have provided legal, technical, accounting, consulting,
and/or other related services to the Debtors, upon which they rely
on to manage their day-to-day operations.
The Debtors seek to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtors do not believe that any of the OCPs have an interest
materially adverse to them, their estates, creditors, or other
parties in interest in connection with the matter upon which they
are to be engaged.
The OCPs' include:
Philip M. Fornaro & Associates Ltd, dba Fornaro Law
1022 S. LaGrange Road,
La Grange, IL 60525
-- Legal
Gillam & Smith LLP
303 S. Washington Avenue,
Marshall, TX 75670
-- Legal
Gregg Law PC
910 West Avenue, Suite 3,
Austin, TX 78701
-- Legal
Kirkland & Ellis LLP
300 N. LaSalle, Chicago, IL 60654
-- Legal
Kelly Hart & Hallman LLP
201 Main Street, Suite 2500,
Fort Worth, TX 76102
-- Legal
McDonnell Boehnen Hulbert & Berghoff LLP
300 S. Wacker Drive,
Chicago, IL 60606
-- Legal
Potter Anderson & Corroon LLP
1313 N. Market Street,
Wilmington, DE 19899
-- Legal
Sessions Israel & Shartle LLC
3850 N. Causeway Blvd., Suite 200,
Metairie, LA 70002
-- Legal
Stoel Rives LLP
760 SW 9th Avenue, Suite 3000,
Portland, OR 97205
-- Legal
American Arbitration Association
120 Broadway, Floor 21
New York, NY 10271
-- Legal-Whinstone Arbitration
ExpertLink LLC
325 N. Saint Paul, Suite 3100
Dallas, TX 75201
-- Legal-Midas Litigation
HKA Global LLC
2005 Market Street Suite 820,
Philadelphia, PA 19103
-- Legals-Midas Litigation
JND Discovery
1100 2nd Ave #300
Seattle, WA 98101
-- Legal-Midas Litigation
Logik Systems Inc.
548 Market St PMB 40135 San
Francisco CA 94104-5401
-- Legal-General Legal Services
One LLP
30021 Tomas, Suite 300 Rancho
Santa Marg, CA 92688
-- Legal-Midas Litigation
The TASA Group Inc.
2605 Egypt Road, Suite 102,
Trooper, PA 19403
-- Legal-Whinstone Arbitration
Bearden Creek Advisors LLC
14950 Heathrow Forest Parkway, Suite 580,
Houston, TX 77032
-- Financial-Annual Property
-- Tax Assistance
Blockchain Tax Partners LLC
2459 Polk Street Suite 9,
San Francisco, CA 94109
-- Financial-Tax Consulting and Preparation
The BVA Group LLC
7250 Dallas Parkway Ste. 200,
Plano, TX 75024
-- Financial -Valuation Services
Equiniti Trust Company, LLC
6201 15th Avenue,
New York, NY 11219
-- Financial-Monthly Transfer
-- Agent Fees
JFDI Consultants LLC
30724 Benton Rd, Ste C302 #594,
Winchester, CA 92596
-- Financial-Monthly
-- Accounting Services
MaloneBailey LLP
9801 Westheimer rd. Suite 1100,
Houston, TX 77042
-- Financial-Auditor
Ochsner Interests, Inc.
130 N Preston Road
Prosper, TX 75078
-- PPA Valuation
Queue Associates Inc.
420 Lexington Ave, Suite 300
New York, NY 10170
-- Financial-D365 Support Fees
Riveron Consulting LLC
PO Box 679263
Dallas, TX 75267
-- Financial-Tax and Other Consulting Services
About Rhodium Encore
Rhodium Encore LLC is a founder-led, Texas based, digital asset
technology company utilizing proprietary tech to self-mine bitcoin.
The Company creates innovative technologies with the goal of being
the most sustainable and cost-efficient producer of bitcoin in the
industry.
Rhodium Encore and its affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90448)
on Aug. 24, 2024. In the petitions filed by Michael Robinson, as
co-CRO, Rhodium Encore disclosed estimated assets between $100
million and $500 million and estimated liabilities between $50
million and $100 million.
The Honorable Bankruptcy Judge Alfredo R. Perez oversees the
cases.
The Debtors tapped Quinn Emanuel Urquhart & Sullivan, LLP as
counsel and Province as restructuring advisor.
RIDGELINE CAPITAL: Unsecureds Will Get 50% of Claims in Sale Plan
-----------------------------------------------------------------
Ridgeline Capital Investments, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of California a Disclosure Statement
describing Chapter 11 Liquidating Plan dated September 3, 2024.
The Debtor owns the residential real property located at 45200 Oak
Manor Court, Temecula, CA 92590 (the "Property").
The Debtor's other assets include cash in its accounts, computers
and office equipment, and potential state court claims against
creditors Corine Judd and Metro RE 2023-2024 LLC ("Metro"). The
total value of the Debtor's assets per Schedule A/B have an
estimated value of $4,303,400.00 as of the petition date.
The principal of the Debtor is Shaun Michael Reynolds, who is the
Managing Member and a 100% equity interest holder.
The Debtor currently does not generate any income from the Property
and is relying on the sale of the Property to generate the income
needed to support its liquidating plan.
In summary, this is a liquidating plan that provides for payment to
holders of allowed claims in one installment payment from the
proceeds of the sale of the Property. The timing of Plan payments
to particular creditor groups will depend upon their classification
under the Plan.
Class 2 consists of General Unsecured Claims. In the present case,
the Debtor estimates that there are approximately $621,136.92 in
general unsecured debts. General unsecured claims are classified in
Class 2 and will receive at least 50% of their claims in one
lump-sum payment from the sale of the Property. This Class is
impaired.
Holders of General Unsecured Claims will receive at least 50%
repayment of their respective allowed claims without an interest in
one lump-sum payment from the proceeds of the sale of the Property.
Debtor believes that holders of General Unsecured Claims will
likely receive a 100% distribution through the Plan, however, given
the unresolved dispute with Metro and the contingency with the
present Buyers at $3.7 Million and a possibility of Debtor securing
a higher offer, the Debtor's conservative estimate would yield at
least 50% distribution but likely as high as 100% distribution to
holders of Class 2. Once the sale of the Property is finalized,
Debtor will supplement its Plan.
Class 3 consists of Interest Holders. The Debtor's interest holder
is Shaun Michael Reynolds. Who holds a 100% equity interest in the
Debtor. Mr. Reynolds holds a pre-petition claim against the Debtor
for $26,738.00. The plan does not provide for any distribution to
Mr. Reynolds as an insider of the Debtor, unless the Debtor has
surplus funds available after payment of unsecured claims in full,
for a full or partial distribution to Mr. Reynolds for his pre
petition claim.
The Debtor will fund the Plan from the sale of its Property.
A full-text copy of the Disclosure Statement dated September 3,
2024 is available at https://urlcurt.com/u?l=JwWaWI from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
About Ridgeline Capital Investments
Ridgeline Capital Investments LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101(51B)).
Ridgeline Capital Investments LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-11545) on
June 5, 2024. In the petition signed by Shaun Michael Reynolds, as
managing member, the Debtor estimated assets and liabilities
between $1 million and $10 million each.
Bankruptcy Judge Jennifer E Niemann oversees the case.
The Debtor is represented by Michael Jay Berger, Esq.
RIVERTON 25: Hires Kirby Aisner & Curley LLP as Attorney
--------------------------------------------------------
Riverton 25 LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to employ Kirby Aisner & Curley,
LLP as attorney.
The firm will provide these services:
a. give advice to the Debtor with respect to its powers and
duties as a Debtor-in-Possession and the continued management of
its property and affairs;
b. negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan including, if need be, negotiations with the
creditors and other parties in interest;
c. prepare the necessary answers, orders, reports and other
legal papers required for the Debtor's protection from its
creditors under Chapter 11 of the Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters pending
before the Court;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtor in connection with any potential
refinancing of secured debt;
g. represent the Debtor in connection with obtaining
post-petition financing, if necessary;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
i. perform all other legal services for the Debtor which may
be necessary for the preservation of the Debtor's estate and to
promote the best interests of the Debtor, its creditors and its
estate.
The firm will be paid at these rates:
Partners $475 to 575 per hour
Associates $295 to $325 per hour
Paraprofessionals/Law Clerks $150 to $200 per hour
The firm received a third-party payment in the amount of $25,000
from Central Nanuet LLC in conjunction with the preparation and
filing of this Chapter 11 Case.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Peter C. Nabhani, Esq., a partner at Law Office of Peter C.
Nabhani, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Peter C. Nabhani, Esq.
Law Office of Peter C. Nabhani
77 W. Washington Street, #1507
Chicago, IL 60602
Tel: (312) 219-9149
Email: pcnabhani@gmail.com
About Riverton 25 LLC
Riverton 25 LLC in Upper Nyack, NY, sought relief under Chapter 11
of the Bankruptcy Code filed its voluntary petition for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 24-22750) on Sept. 2, 2024,
listing $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Beril Friedman as managing member, signed
the petition.
KIRBY AISNER & CURLEY LLP serve as the Debtor's legal counsel.
ROBERTSHAW US: Completes Sale Prior to 5th Circuit Stay
-------------------------------------------------------
Yun Park of Law360 reports that appliance parts maker Robertshaw
sold the business to a group of its lenders, less than two hours
before the Fifth Circuit entered an order staying the deal, marking
a setback for Invesco, another lender that had objected to a Texas
bankruptcy court's approval of the Chapter 11 asset sale.
About Robertshaw US Holding Corp.
Robertshaw US Holding Corp., along with its affiliates, is a global
leader in designing and manufacturing innovative control systems
and components for the appliance and HVAC industries.
Robertshaw US Holding and its affiliates filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024,
with $500 million to $1 billion in assets and liabilities. John
Hewitt, chief executive officer, signed the petitions.
The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP
as bankruptcy counsel; Guggenheim Securities, LLC as investment
banker and financial advisor; and KPMG, LLP as accountant, tax
advisor and auditor. Kroll Restructuring Administration, LLC is the
claims, noticing, solicitation and balloting agent.
ROBERTSHAW US: Exits Chapter 11, Cuts $650-Mil. Debt
----------------------------------------------------
Robertshaw US Holding Corporation, a leading global design,
engineering, and manufacturing company, announced the successful
completion of its Chapter 11 sale and restructuring and its new
ownership by a group of Robertshaw's pre-existing primary senior
secured lenders and an affiliate of the pre-existing sponsor.
Through completion of the sale and emergence from Chapter 11,
Robertshaw eliminated approximately $650 million of debt,
substantially reducing its debt service burden, greatly improving
its liquidity, and giving the Company the financial flexibility to
invest in growth and better serve its global customer base.
Robertshaw also entered into a settlement with the Creditors’
Committee and resolved litigation issues related to the May 2023
and December 2023 liability management transactions.
Throughout the restructuring process, Robertshaw prioritized
supporting its customers as well as trade creditors to secure the
subcomponents needed to meet customer demand. With the
confirmation of the Chapter 11 plan and completed sale, trade
creditors as a whole will receive payment of over 75% of their
pre-bankruptcy claims.
"This important milestone marks the conclusion of Robertshaw's
seven month restructuring process at a time when we are celebrating
our 125th anniversary. With a stronger balance sheet, we look
forward to continuing to serve our valued customers. We appreciate
the overwhelming and meaningful support of our customers, vendors,
and employees during this process, and we are excited to bring
innovative and high-quality products to our customers for the next
125 years," said John Hewitt, Chief Executive Officer, Robertshaw.
About Robertshaw US Holdings Corp.
Robertshaw US Holding Corp., along with its affiliates, is a global
leader in designing and manufacturing innovative control systems
and components for the appliance and HVAC industries. Robertshaw
makes components, such as thermostats, valves, switches, and timers
that are used in household and commercial refrigerators,
dishwashers, laundry machines, and other appliances.
Robertshaw US Holdings and its affiliates filed Chapter 11
petitions (Bankr. S.D. Texas Lead Case No. 24-90052) on February
15, 2024, with $500 million to $1 billion in assets and
liabilities. John Hewitt, chief executive officer, signed the
petitions.
The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP
as bankruptcy counsel; Guggenheim Securities, LLC as investment
banker and financial advisor; and KPMG, LLP as accountant, tax
advisor and auditor. Kroll Restructuring Administration, LLC is the
claims, noticing, solicitation and balloting agent.
ROBLOX CORP: Moody's Hikes CFR to 'Ba1', Outlook Stable
-------------------------------------------------------
Moody's Ratings upgraded Roblox Corporation's corporate family
rating to Ba1 from Ba2 and the rating on the $1 billion senior
unsecured notes due 2030 to Ba1 from Ba2. The probability of
default rating was affirmed at Ba1-PD and the Speculative Grade
Liquidity rating remains unchanged at SGL-1. The outlook is
stable.
RATINGS RATIONALE
The ratings upgrade reflects Roblox's improved credit profile and
Moody's expectation for continued deleveraging and expanding free
cash flow (FCF) over the next 12-18 months, which will lead to
financial leverage declining below 2x and FCF to total debt
increasing to the 30% area. Roblox's Moody's adjusted EBITDA margin
at LTM June 30, 2024 (26.4%) has strengthened from the 2022 nadir
(21.6%) and debt protection measures have demonstrated solid
improvement with funds from operations (FFO) turning meaningfully
positive for the first time. At LTM Q2 2024, leverage, as measured
by total debt to EBITDA or total debt to CFO + Interest Expense,
was 2.2x and FCF to total debt was 24% (all metrics are Moody's
adjusted with EBITDA calculated to include add-backs for non-cash
stock-based compensation expense and deferred revenue).
Moody's expect Roblox will continue to exhibit strong operating
performance over the coming year similar to its recent
outperformance relative to public guidance driven by robust user,
engagement and bookings growth as users continue to spend more time
and money on immersive online platforms to engage in virtual
environments for experiences, communication and connection. Users,
particularly the younger generation, are spending less time on
video and other media, and more time engaged in online gaming
communities and captivating simulated environments for socializing,
shopping, creating, playing, learning, working and consuming media
content. In recent periods, Roblox has attracted older users with
more spending power by encouraging developers to create more
mature-themed content, which has helped the company grow user
engagement.
Roblox's Ba1 CFR reflects the company's position as a leading niche
player in the online gaming industry via its distinctive approach
to incorporate user-generated content, immersive social interaction
and experiences, alternative monetization strategies, including a
virtual economy where users can buy, sell and trade virtual goods
using its in-game currency, and cross-platform play that permits
more users to participate across various hardware devices.
Collectively, these features have enabled increased inclusivity and
helped to rapidly grow daily active users (DAUs) at a 36% CAGR to
79.5 million in Q2 2024 from 17.1 million in Q2 2019. Despite
strong user growth, Roblox will need to continue focusing on its
strategic roadmap across cycles given the intense competition from
both large and small players. Consequently, the company will need
to continue to exercise technical focus and financial discipline
while navigating potential operational challenges amid the
industry's fast pace of innovation, which requires constant
monitoring and investment to stay competitive.
The Ba1 CFR also considers periods of heavy investment,
particularly in infrastructure and nascent in-game advertising
capabilities, which could delay improvement in Roblox's credit
profile. The potential payoff from performance and earnings
stability, in addition to generating new revenue streams from
monetizing the platform's sizable ad inventory and building a new
generative AI model to enable creators to more easily create 3D
objects and scenes, may improve business prospects longer-term.
Somewhat offsetting investing intensity is Roblox's sizable
internal liquidity that can sustain extended periods of
higher-than-normal outlays and absorb negative FCF cycles. The
company's net cash position of $2.6 billion (inclusive of
marketable securities), lack of floating rate debt, and extended
maturity profile should also help insulate it from macro
environment uncertainty characterized by slowing economic growth
and high interest rates (albeit expected to decline over the rating
horizon). The Ba1 CFR also takes into account Roblox's controlled
ownership by its founder and CEO, David Baszucki, which Moody's
factor in the ESG assessment, as well as the company's sizable
under 13 user base (currently 41% of users), which poses data
privacy, cybersecurity and safety risks if verifiable parental
consent is not obtained before collecting children's personal
information. This will continue to require increased trust & safety
investments and could expose Roblox to greater social risks if not
effectively implemented.
The stable outlook reflects Moody's expectation that Roblox will
experience continued growth in users and engagement hours, which
will support sustained double-digit percentage bookings growth over
the rating horizon. Moody's expect ongoing improvement in margins
and FCF metrics over time as peak investment in infrastructure and
talent has receded and Roblox reaps the benefits from rising user
engagement and monetization. The outlook also considers that Roblox
will effectively managing operating expenses, prudently invest in
new content creation tools and pursue diversified growth areas such
as in-app advertising. Liquidity is expected to remain very good
with cash and marketable securities balances well in excess of
funded debt.
Roblox's SGL-1 Speculative Grade Liquidity rating reflects very
good liquidity with approximately $3.6 billion of cash and short-
and long-term marketable securities, and Moody's expectation that
the company will continue to generate sustained positive FCF. At
June 30, 2024, LTM FCF totaled $440 million (defined by Moody's as
cash flow from operations less capex less dividends). Moody's
expect FCF in the range of $500 - $525 million in 2024, rising to
$600 - $650 million next year. In lieu of a committed revolver,
Roblox maintains significant internal liquidity with a net cash
position (inclusive of marketable securities) of around $2.6
billion to absorb temporary cash flow deficits.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Roblox continues to demonstrate a
track record of solid operating performance and the platform
continues to diversify across content, demographics, and revenue
streams supporting sustained growth in the user base and engagement
hours. Roblox would also need to exhibit solid organic revenue and
profit growth with increasing cash flow that leads to financial
leverage, as measured by total debt to EBITDA or total debt to CFO
+ Interest Expense, approaching 1.5x with free cash flow to debt
greater than 30% (all metrics are Moody's adjusted with EBITDA
calculated to include add-backs for non-cash stock-based
compensation expense and deferred revenue). Liquidity would also
need to remain very good with growing cash and marketable
securities balances, and Roblox adhering to disciplined financial
policies.
Ratings could be downgraded if Roblox exhibited declining users or
engagement reflecting competitive pressures, operational missteps,
erosion in the user base or attrition in the developer community.
There could also be downward pressure on ratings if bookings growth
decelerates to the low-single digit percentage range or Moody's
expect financial leverage, as measured by total debt to EBITDA or
total debt to CFO + Interest Expense, will be sustained above 2.5x.
Ratings could also be downgraded if Moody's expect Roblox will
shift to more aggressive financial policies or experience
deterioration in liquidity, including free cash flow to debt in the
mid-single digit percentage range or excess cash and marketable
securities falling below funded debt balances (all metrics are
Moody's adjusted with EBITDA calculated to include add-backs for
non-cash stock-based compensation expense and deferred revenue).
Roblox Corporation, founded in 2004 with headquarters in San Mateo,
CA, develops a platform for creating, sharing, monetizing, and
experiencing user-generated experiences and other content. The
company operates in over 180 countries with nearly 80 million daily
active users. Roblox is publicly traded with David Baszucki
(founder, CEO, and chairperson) and entities affiliated with Mr.
Baszucki holding two-thirds voting control. Bookings and GAAP
revenue for the LTM period ended June 30, 2024 were approximately
$3.85 billion and $3.2 billion, respectively.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
ROTI RESTAURANTS: Agreed Final Cash Collateral Order Entered
------------------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, signed on an
agreed final order granting Roti Restaurants, LLC authorization to
use cash collateral as defined in 11 U.S.C. section 363(a),
according to a 13-week budget, in order to maintain business
operations and manage its financial obligations during the
restructuring phase.
The lenders, including Mats A. Lederhausen 2000 Trust, QTH Fund
LLC, and QVIDTVM Inc., are granted first priority security
interests in the cash collateral. The Lenders are granted a
superpriority administrative expense claim for any postpetition
diminution in value of their interests in the cash collateral.
The budget runs through the week ending Dec. 22, 2024, and details
cash flow and reserves.
The Order provides specific events, including cessation of
operations or failure to comply with budgetary constraints, will
trigger default provisions.
The Lenders' liens are subject to a carve-out for:
(i) any fees payable to the Clerk of the Court;
(ii) all reasonable fees and expenses incurred by a trustee
under section 726(b) of the Bankruptcy Code in an aggregate amount
not to exceed $10,000;
(iii) all reasonable fees and expenses incurred by a trustee
under section 1183(b) of the Bankruptcy Code and by professionals
retained by the Debtors, in each case not to exceed the total of
the amounts set forth in the relevant line items of the Budget for
such persons during the applicable Budget Period and incurred
before the Lenders given notice to the Debtors, the U.S. Trustee
and the Subchapter V Trustee that the Lenders have invoked the
"Post-Trigger Carve-Out," which may be given at any time following
the occurrence of an Event of Default, by any manner of electronic
transmission; and
(iv) incurred after the Lenders have given the Carve-Out
Trigger Notice, in an aggregate amount not to exceed $50,000;
provided, however, that with respect to the foregoing clause (iii),
the fees and expenses (A) shall be net of any unused retainers held
by the respective professionals; (B) will only be paid to the
extent allowed by the Court; and (C) will be subject to the rights
of the Lenders and any other party in interest to object to the
allowance thereof.
In the event the Lenders have invoked the Post-Trigger Carve-Out by
sending a Carve-Out Trigger Notice, the Debtors shall have five
business days to seek, on notice, an expedited hearing before this
Court to seek authorization to use cash collateral on a
non-consensual basis, and the Lenders reserve the right to oppose
such relief on any grounds. Pending such expedited hearing, the
Debtors shall be authorized to use cash collateral pursuant to the
terms of this Final Order in accordance with the applicable Budget
Period between the date of the a Carve-Out Trigger Notice and the
date of the expedited hearing.
This Final Order was entered six days after the Court issued a
Second Interim Order authorizing the Debtors' use of cash
collateral. The Interim Order provided that the budget must
allocate $20,000 per month for September and October 2024, and
$15,000 for November 2024 to cover fees and expenses of the trustee
under section 1183(b).
About Roti Restaurants, LLC
Roti Restaurants own and operate fast-casual restaurants offering
Mediterranean menu with house-made meats, crisp vegetables, and
flavor-forward sauces.
Roti Restaurants, LLC and its affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case No. 24-12410) on August 23, 2024. The
petitions were signed by Justin Seamonds as manager. At the time of
filing, Roti Restaurants, LLC estimated $50,000 in assets and $1
million to $10 million in liabilities.
Judge Donald R. Cassling presides over the case.
Michael P. Richman, Esq. at RICHMAN & RICHMAN LLC represents the
Debtors as counsel. The Debtors hired Ravinia Capital LLC, led by
Thomas Goldblatt, as their investment banker.
The U.S. Trustee for Region 11 appointed Ira Bodenstein as
Subchapter V trustee for Roti Restaurants.
RPM RESOURCES: Seeks to Hire Miller & Miller as Accountant
----------------------------------------------------------
RPM Resources, LLC filed an amended application seeking approval
from the U.S. Bankruptcy Court for the Southern District of West
Virginia to employ Miller & Miller A.C. as its accountant.
The firm will render these services:
a. review all financial statements;
b. prepare and assist in the preparation and filing of the
Debtor's monthly operating reports;
c. assist the Debtor's counsel in preparation of financial
projections to be used in connection with a Disclosure Statement
and Plan;
d. prepare weekly payroll and prepare quarterly payroll tax
returns and pay weekly payroll taxes; and
e. prepare all tax returns.
The firm will receive a fee of $1,500 per hour for preparation of
projections, disclosure plan assistance with tax returns and
necessary accounting for preparation of the Debtor's confirmation,
dismissal or conservation of bankruptcy case.
Miller & Miller is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtor and its estates, according to
court filings.
The firm can be reached through:
Garlan E. Miller, CPA
Miller & Miller, A.C.
Room 306 Fnb Building, 216 Market Street
Spencer, WV 25276
Tel: (304) 927-1346
About RPM Resources, LLC
RPM Resources, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.V. Case 24-20015)
on Feb. 2, 2024, listing $1 million to $10 million in both assets
and liabilities. The petition was signed by Melissa C. Nichols as
member.
Judge B. Mckay Mignault presides over the case.
Joseph W. Caldwell, Esq. at CALDWELL & RIFFEE represents the Debtor
as counsel.
SALUS MEDICAL: Seeks to Hire Davis Miles PLLC as Attorney
---------------------------------------------------------
Salus Medical, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to hire Davis Miles, PLLC as attorney.
The firm's services include:
a. advising the Debtor as to its rights, duties and powers
under the Bankruptcy Code;
b. preparing and filing statements of financial affairs,
bankruptcy schedules, Chapter 11 plan and other documents;
c. representing the Debtor at all hearings, meetings of
creditors, conferences, trials and other proceedings in its
bankruptcy case; and
d. performing other necessary legal services.
The firm will be paid at these hourly rates:
Partner $480
Associate Attorney $295
Paralegal $140 to $180
The Debtors have agreed to make an advance payment of $51,738 for
fees and work-related costs.
Davis Miles has waived any pre-bankruptcy claim against the
Debtors. With that waiver, the Debtors do not believe that any
conflict exists in hiring the firm, according to court filings.
The firm can be reached through:
Pernell W. McGuire, Esq.
Davis Miles McGuire Gardner, PLLC
40 E. Rio Salado Parkway, Ste 425
Tempe, AZ 85281
Tel: (480) 733-6800
Fax: (480) 733-3748
Email: pmcguire@davismiles.com
azbankruptcy@davismiles.com
About Salus Medical, LLC
Salus Medical, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
24-08193) on September 27, 2024, listing $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Hernan H. Alvarez as manager. M. Preston Gardner,
Esq. at DAVIS MILES MCGUIRE GARDNER, PLLC represents the Debtor as
counsel.
SINO GREEN: Reports $798,804 Net Loss in FY 2024
------------------------------------------------
Sino Green Land Corp. filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$798,804 on $2,088,028 of revenue for the year ended June 30, 2024,
compared to a net loss of $1,077,360 on $636,482 of revenue for the
year ended June 30, 2023.
Singapore-based Audit Alliance LLP, the Company's auditor since
2024, issued a "going concern" qualification in its report dated
September 30, 2024, citing that during the year ended June 30,
2024, the Company incurred a net loss of $798,804 and used cash in
operating activities of $752,278, result in an accumulated deficit
of $2,891,559. The Company's current liabilities exceeded current
assets $2,679,437, and the stockholder deficit of $560,144. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
Management estimates that the current funds on hand will be
sufficient to continue operations through the next nine months. The
continuation of the Company as a going concern is dependent upon:
(1) the continued financial support from its stockholders or
its ability to obtain external financing.
(2) further implement management's business plan to extend its
operations and generate sufficient revenues to meet its
obligations.
While the Company believes in the viability of its strategy to
increase sales volume and in its ability to raise additional funds,
there can be neither any assurances to that effect, nor any
assurance that the Company will be successful in securing
sufficient funds to sustain the operations. Management believes
that the actions presently being taken to obtain additional funding
and implement its strategic plan provides the opportunity for the
Company to continue as a going concern.
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/mw8dre7e
About Sino Green Land Corp.
Sino Green Land Corp. is a US holding company incorporated in
Nevada. It conducts business through its Malaysia subsidiary "Tian
Li Eco Holdings Sdn. Bhd", which is an environmental protection
technology, recycling and renewal of plastic waste bottles and
packaging materials being recycled and sale of recovered and
recycled products, a company incorporated and based in Malaysia.
With the mission to rooted in advocating for waste recycling,
aiming for a sustainable environmental future. With its strategic
initiatives, the company's objective is to become a prominent
environmental recycling entity in Asia over the coming five years.
As of June 30, 2024, the Company had $4,921,457 in total assets,
$5,481,601 in total liabilities, and $560,144 in total
stockholders' deficit.
SOUTHLAKE ASSISTED LIVING: Files for Chapter 11 Bankruptcy
----------------------------------------------------------
Southlake Assisted Living LP filed Chapter 11 protection in the
Northern District of Texas. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Sec. 341(a) will be held on
Nov. 7, 2024, at 2:00 PM by TELEPHONE. Proofs of claim are due by
Feb. 5, 2025.
About Southlake Assisted Living LP
Southlake Assisted Living LP is engaged in activities related to
real estate.
Southlake Assisted Living LP sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-33038) on Sept.
30, 2024. In the petition filed by Daniel C. Blackburn, as Manager,
Lucky Consulting, LLC, General Partner of Debtor, the Debtor
reports estimated assets and liabilities between $1 million and $10
million each.
The Debtor is represented by:
Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: BOB@ATTORNEYBOB.COM
SPECIALTY BUILDING: Moody's Rates New $350MM Incremental Loan 'B3'
------------------------------------------------------------------
Moody's Ratings assigned a B3 rating to Specialty Building Products
Holdings, LLC's ("SBP") proposed $350 million incremental backed
senior secured 1st lien term loan B due October 2028. The company's
B2 Corporate Family Rating and all other existing ratings remain
unchanged. The outlook remains stable.
Proceeds from the additional term loan borrowings will be used to
refinance a portion of the existing backed senior secured 1st lien
notes due September 2026. The leverage-neutral transaction will
improve SBP's debt maturity profile as the incremental term loan
matures October 2028.
RATINGS RATIONALE
SBP's B2 CFR reflects its high pro forma leverage of 6.9x adjusted
debt/EBITDA for the last twelve months ended June 30, 2024, which
Moody's expect to remain at similar levels through year-end 2024 as
the company continues its ongoing investment into the business. The
rating also incorporates SBP's acquisitive growth strategy, which
increases integration and execution risk despite adding to scale,
geographic footprint, and product mix. Some products distributed by
SBP are available from other distributors, making it difficult to
increase pricing significantly and maintain current margins. Also,
the deployment of capital for a debt-financed dividend is an
ongoing credit risk.
Good operating performance provides a major offset to the company's
leveraged capital structure and supports cash flow generation.
Moody's forecast adjusted EBITDA margin sustained in the range of
7.5-9%, which is the company's greatest credit strength. Ability to
generate cash flow and diversity of brands and distribution
channels further enhance SBP's credit profile.
Moody's expect SBP to maintain adequate liquidity over the next
12-18 months, supported by its cash flow generation and external
liquidity in the form of a revolving credit facility, which is
mainly used for working capital needs and bolt-on acquisitions.
Excess cash flow generation is expected to be prioritized to reduce
revolver borrowings. The company will have $28 million of cash on
the balance sheet as of June 30, 2024, pro forma for the proposed
transaction. External liquidity is supported by the ABL revolving
credit facility expiring in 2027.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's could upgrade SBP's ratings if end markets remain
supportive of organic growth and the company reduces leverage such
that adjusted debt-to-EBITDA is near 5.0x. Reduced borrowings under
the revolving credit facility and maintenance of conservative
financial policies would support upwards rating movement.
Moody's could downgrade SBP's ratings if adjusted debt-to-EBITDA
remains above 6.0x and EBITA-to-interest expense remains near 1.5x.
A deterioration in liquidity, an aggressive acquisition or
significant shareholder return activity could result in downward
rating pressure as well.
Specialty Building Products Holdings, LLC, headquartered in Duluth,
Georgia, operates as a two-step distributor, buying and reselling a
large variety of specialty products mostly to national and other
one-step distributors. The Jordan Company, L.P. through its
affiliates, is the owner of Specialty Building Products Holdings,
LLC.
The principal methodology used in this rating was Distribution and
Supply Chain Services published in February 2023.
SPECIALTY BUILDING: S&P Rates New $375MM Senior Secured Notes 'B'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '4'
recovery rating to Specialty Building Products Holdings LLC's
proposed $375 million senior secured notes due 2031. The '4'
recovery rating indicates its expectation for average (30%-50%;
rounded estimate: 35%) recovery in the event of a payment default.
At the same time, the company plans to extend the maturity of its
asset-based lending (ABL) facility to October 2029.
The company intends to use the proceeds from this issuance and the
upsize of its term loan B to refinance its existing senior secured
notes due 2026. S&P therefore views this transaction as leverage
neutral for the company's debt levels.
Issue Ratings--Recovery Analysis
Key analytical factors
-- S&P's recovery analysis is based on Specialty's capital
structure, which comprises its $723 million ABL facility due in
2029, $1,132 million term loan due in 2031, and $375 million senior
secured notes due in 2031.
-- S&P's '4' recovery rating on the senior secured debt indicates
its expectation for average (30%-50%; rounded estimate: 35%)
recovery in the event of a payment default.
-- S&P's simulated default scenario considers a default in 2027 in
the wake of a severe and protracted economic recession that
significantly depresses new housing starts, liquidity, and
remodeling activity. As the company's revenue and margins decline,
it is forced to fund its operating losses with available cash and,
to the extent available, its ABL facility. Eventually, Specialty's
liquidity and capital resources become strained to the point that
it cannot continue to operate absent a bankruptcy filing, after
which we assume it reorganizes.
-- S&P's assessment of the company's recovery prospects considers
a reorganization value of about $1,109 billion, which reflects
emergence EBITDA of about $202 million and a 5.5x multiple.
-- S&P's use of a 5.5x multiple is consistent with its typical
5x-6x range for most building materials companies.
-- S&P's recovery analysis assumes that 60% of the company's ABL
is drawn under our hypothetical bankruptcy scenario.
Simulated default assumptions
-- Year of default: 2027
-- EBITDA at emergence: $202 million
-- Implied enterprise value (EV) multiple: 5.5x
-- Gross EV: $1,109 million
Simplified waterfall
-- Net EV (after 5% administrative costs): $1,054 million
-- Estimated priority claims (ABL facility): $442 million
-- Total collateral value available to secured debt: $574 million
-- Estimated first-lien debt and senior secured claims: $1.54
billion
--Recovery expectations for senior secured claims: 30%-50%
(rounded estimate: 35%)
SPIRIT AIRLINES: Fails to Achieve Rescue Deal w/ Creditors
----------------------------------------------------------
Reshmi Basu and Mary Schlangenstein of Bloomberg News reports that
Spirit Airlines and creditors struggle to reach rescue deal.
Spirit Airlines' efforts to restructure its debt and avoid filing
for bankruptcy have hit a snag after months of talks with
bondholders failed to result in a deal, according to people with
knowledge of the matter.
The struggling air carrier is seeking new financing from its
creditors, as well as an exchange that would extend its current
debt, said the people, asking not to be identified because the
talks are private.
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
September 30, 2023, towards $700 million by the end of 2024.
The Company's $300 million revolver expires on September 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.
SPIRIT AIRLINES: Reportedly in Talks for Possible Chapter 11 Filing
-------------------------------------------------------------------
Spirit Airlines has been in talks with bondholders over the terms
of a potential bankruptcy filing, according to a Wall Street
Journal report.
Meghna Maharishi of Skift, citing the WSJ report, says Spirit had
been exploring ways to restructure its balance sheet with an
out-of-court transaction, but recent talks shifted to reaching an
agreement with bondholders and creditors related to a chapter 11
filing.
The filing wouldn't be imminent, the Journal report said.
In June 2024, Spirit CEO told shareholders during an annual meeting
that the carrier was not considering a chapter 11 bankruptcy: "We
are not evaluating a Chapter 11 at this time," Christie said at the
time.
Spirit did not directly comment on the Journal's report. Instead,
it referred to Christie's comments during the carrier's August 2024
earnings call.
"I want to note that we are engaged in productive conversations
with the advisors of our bondholders to address the upcoming debt
maturities," Christie said during the call. "Because those
conversations are ongoing, we are not going to go into detail or
take any questions on this topic or speculate on potential
outcomes."
Since the pandemic, Spirit hasn't posted a profit — and its path
as a standalone carrier became uncertain following the collapse of
its merger with JetBlue. A lack of demand for its product,
overcapacity in the domestic market and Pratt & Whitney engine
issues led the budget airline to report losses.
During the second quarter, Spirit reported a loss of $192.9
million, a sharp decline from the $2.3 million loss reported at the
same time last year.
The carrier has $3.3 billion in debt, including more than $1.1
billion in secured bonds that are due in less than a year.
Spirit Faces Upcoming Deadline on Debt Renegotiations
Spirit also has an upcoming October deadline to complete
renegotiations related to its more than $1.1 billion debt. The
renegotiations concern an agreement Spirit has with the U.S.
National Bank Association that involves processing certain payments
made to it via Visa or MasterCard credit cards.
Wall Street analysts have said that depending on how negotiations
related to the credit card processing agreement go, Spirit may have
to consider filing for bankruptcy.
Just days ago, Spirit also scrapped 32 routes, with areas like
Boston and Dallas-Fort Worth facing some of the most significant
cuts. A Deutsche Bank note from this week found that Spirit would
cut capacity by 20% during the fourth quarter.
The carrier has looked for other ways to shore up its
profitability. In August, it said it would introduce bundled fares
and a form of premium seating that blocks off the middle seat.
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
September 30, 2023, towards $700 million by the end of 2024.
The Company's $300 million revolver expires on September 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.
STEWARD HEALTH: Court Okays Sale of 3 Hospitals to Honorhealth
--------------------------------------------------------------
Jonathan Randles of Bloomberg News reports that bankrupt Steward
Health Care won court approval to sell three Arizona hospitals to
nonprofit health system HonorHealth.
Judge Christopher Lopez said during a Thursday court hearing that
he will approve the sale of Mountain Vista Medical Center, Florence
Hospital and Tempe St. Luke's Hospital as Steward unloads
facilities while in Chapter 11.
The deal preserves about 1,200 hospital jobs and will allow
continued care, Lopez and lawyers said.
HonorHealth started managing the three hospitals last month as part
of a broader deal to transition Steward's medical centers to new
owners.
About Steward Health Care
Steward Health Care System, LLC, owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres &
Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of
KeyBanc Capital Markets Inc., provide investment banking services
to the Debtors. Kroll is the claims agent.
Susan N. Goodman has been appointed as patient care ombudsman in
the Debtors' Chapter 11 cases.
SUBLIMITY INSURANCE: A.M. Best Cuts Fin. Strength Rating to B-/Fair
-------------------------------------------------------------------
AM Best has downgraded the Financial Strength Rating to B- (Fair)
from B (Fair) and the Long-Term Issuer Credit Rating to "bb-"
(Fair) from "bb" (Fair) of Sublimity Insurance Company (SIC)
(Salem, OR). The outlook of these Credit Ratings (ratings) is
negative. SIC is a subsidiary of United Heritage Financial Group,
Inc. which announced on Sept. 4, 2024, that it is pursuing a
renewal rights agreements for its personal lines property/casualty
business and will no longer write that line of business. As a
result, SIC has requested to no longer participate in AM Best's
interactive rating process and AM Best has withdrawn the rating.
The ratings reflect SIC's balance sheet strength, which AM Best
assesses as weak, as well as its marginal operating performance,
limited business profile and appropriate enterprise risk
management.
The rating downgrades reflect weakening in SIC's balance sheet
strength assessment due to a material decline in surplus as of
second-quarter 2024. SIC has experienced significant increases in
underwriting losses in recent years driven by the headwinds of
weather events, higher severity and adverse prior year development
coupled with high inflation.
SUPERIOR CONTRACT: Seeks to Hire H. Kent Aguillard as Counsel
-------------------------------------------------------------
Superior Contract Cleaning Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Louisiana to hire H.
Kent Aguillard, Attorney at Law as its legal counsel.
The firm's services include legal advice regarding the Debtor's
powers and duties in the continued operation of its business and
other legal services necessary to administer its Chapter 11 case.
Its standard rates for bankruptcy-related work range from $425 to
$500 per hour.
The firm's attorneys, H. Kent Aguillard, Esq., and Caleb Aguillard,
Esq., charge $490 per hour and $350 per hour, respectively.
The Debtor paid the firm an initial retainer of $25,000.
Mr. Aguillard disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
H. Kent Aguillard can be reached at:
H. Kent Aguillard, Esq.
H. Kent Aguillard, Attorney at Law
P.O. Drawer 391
Eunice, LA 70535
Tel: (337) 457-9331
Email: kaguillard@yhalaw.com
About Superior Contract Cleaning Inc.
Superior Contract Cleaning Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. La. Case
No. 24-50807) on September 20, 2024, listing up to $50,000 in both
assets and liabilities.
Judge John W. Kolwe presides over the case.
H. Kent Aguillard, Esq. represents the Debtor as counsel.
TARRANT COUNTY SENIOR: Seeks to Hire Ordinary Course Professionals
------------------------------------------------------------------
Tarrant County Senior Living Center, Inc. d/b/a The Stayton at
Museum Way seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to retain professionals utilized in the
ordinary course of business.
These OCPs have provided legal, technical, accounting, consulting,
and/or other related services to the Debtors, upon which they rely
on to manage their day-to-day operations.
The Debtors seek to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtors do not believe that any of the OCPs have an interest
materially adverse to them, their estates, creditors, or other
parties in interest in connection with the matter upon which they
are to be engaged.
The OCPs' include:
Greenbrier Senior Living, LLC
3107 Timberlake Drive
Vestavia Hills, AL 35243
-- Management consulting
CliftonLarsonAllen, LLP
3575 Piedmont Road NE
Building 15, Suite 1550
Atlanta, GA 30305
-- Auditing assistance
Loveland & Hurley, PLLC
2600 Network Boulevard, Suite 560
Frisco, TX 75034
-- Estates counsel advising
Bracewell LLP
1445 Ross Avenue, Suite 3800
Dallas, TX 75202
-- Bond Counsel
Stewart Wiegand & Owens PC
325 North St. Paul Street, Suite 3750
Dallas, TX 75201
-- Collections
Husch Blackwell LLP
8001 Forsyth Boulevard, Suite 1500
St. Louis, MO 63105
-- Counsel for entrance fee litigation
About Tarrant County Senior Living Center
Incorporated in 2006, Stayton owns and operates a continuing care
retirement community in Fort Worth, Texas dedicated to giving its
residents a vibrant, active, and independent lifestyle. Stayton
offers its senior residents a continuum of care in a luxury
campus-style setting, providing living accommodations and related
health care and support services to a market of seniors aged 62 and
older.
Tarrant County Senior Living Center, Inc. filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Case No. 24-80068) on October 1, 2024, listing $100
million to $500 million in assets and $100 million to $500 million
in liabilities. The petition was signed by Jeff Gentry as SVP and
chief financial officer.
Judge Scott W Everett presides over the case.
Candice Marie Carson, Esq. at Butler Snow LLP represents the Debtor
as counsel.
TEHUM CARE SERVICES: Asks Court Okay to Solicit Plan Votes
----------------------------------------------------------
Clara Geoghegan of Law360 Bankruptcy Authority reports that prison
health company, Tehum Care Services and creditors float Chapter 11
plan with $50 million trust.
Tehum Care Services, a prison healthcare provider, and committees
for its unsecured creditors and tort claimants have asked a Texas
bankruptcy judge to let them solicit votes on a Chapter 11 plan
that would allow creditors to either pursue wrongful death and
personal injury claims in state court or become the beneficiaries
of a $50 million settlement trust.
About Tehum Care Services
Tehum Care Services Inc., doing business as Corizon Health Services
Inc., is a privately held prison healthcare contractor in the
United States. It is based in Brentwood, Tenn.
Tehum Care Services filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90086) on Feb.
13, 2023. In the petition filed by Russell A. Perry, as chief
restructuring officer, the Debtor reported assets between $1
million and $10 million and liabilities between $10 million and $50
million.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel;
Bradley Arant Boult Cummings, LLP, as special litigation counsel;
and Ankura Consulting Group, LLC, as financial advisor. Russell A.
erry, senior managing director at Ankura, serves as the Debtor's
chief restructuring officer. Kurtzman Carson Consultants, LLC, is
the claims, noticing and solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Stinson, LLP and Dundon Advisers, LLC, serve as the committee's
legal counsel and financial advisor, respectively.
TERRA TECHNOLOGIES: Michael Wheatley Named Subchapter V Trustee
---------------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Michael Wheatley as
Subchapter V trustee for Terra Technologies, Inc.
Mr. Wheatley will be paid an hourly fee of $275 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Wheatley declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael E. Wheatley
P.O. Box 1072
Prospect, KY 40059
Phone: 502-744-6484
Email: mwheatleytr@gmail.com
About Terra Technologies
Terra Technologies, Inc. offers a full-system repair and service
for lab equipment. The company is based in Louisville, Ky.
Terra Technologies filed Chapter 11 petition (Bankr. W.D. Ky. Case
No. 24-32233) on Sept. 12, 2024, with $500,001 to $1 million in
assets and $1 million to $10 million in liabilities.
Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP is the
Debtor's legal counsel.
TOOLIPIS CREATIVE: Hires Lake Forest Bankruptcy as Counsel
----------------------------------------------------------
Toolipis Creative Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Lake Forest
Bankruptcy II, APC as reorganization counsel.
The firm will provide these services:
a. advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor with regard to its
assets and liabilities; The firm will be paid at these rates;
c. represent the Debtor in any proceedings or hearings before
this Court and in any action in any other court where the Debtor's
rights under the Bankruptcy Code may be affected;
d. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to the Debtor's chapter 11 case;
e. advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules as the same may affect the
Debtor in its Chapter 11 case;
f. assist the Debtor in the formulation, negotiation,
confirmation, and implementation of a Chapter 11 plan of
reorganization, liquidation or combination thereof; and
g. take such other action and perform such other services as
the Debtor may require in connection with their Chapter 11 case.
The firm will be paid at $400 per hour.
The firm received from the Debtor a retainer of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anerio V. Altman, Esq., a partner at Lake Forest Bankruptcy II,
APC, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Anerio Ventura Altman, Esq.
Lake Forest Bankruptcy
P.O. Box 515381
Los Angeles, CA 92610
Tel: (949) 218-2002
Email: avaesq@lakeforestbkoffice.com
About Toolipis Creative Inc.
Toolipis Creative Inc., dba Upper Partners, assists its clients in
applying for the ERC in accordance with the accurate IRS guideline.
It specializes in helping various sizes of businesses receive their
maximum tax refunds through the Employee Retention Credit program
(ERC) and the Self Employed Tax Credit Program (SETC).
Toolipis Creative Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11996)
on August 8, 2024. In the petition filed by Joung Hun Lee, as CEO,
the Debtor reports total assets of $529,572 and total liabilities
of $1,977,145.
Honorable Bankruptcy Judge Theodor Albert handles the case.
The Debtor is represented by Anerio Ventura Altman, Esq. at LAKE
FOREST BANKRUPTCY.
TORRID LLC: S&P Alters Outlook to Stable, Affirms 'B' ICR
---------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based plus-size
women's direct-to-consumer apparel brand Torrid LLC to stable from
negative and affirmed its ratings, including its 'B' issuer credit
rating.
The stable outlook reflects S&P's view that S&P Global
Ratings-adjusted leverage will remain about 3x, supported by
roughly $50 million of annual free operating cash flow (FOCF).
S&P said, "The outlook revision reflects our expectation that
recently improved operating trends will persist despite a
challenging macroeconomic environment. We now forecast S&P Global
Ratings-adjusted EBITDA margin will improve 40 basis points (bps)
to 14% in fiscal 2024 (ending February 2025), following a more than
200 bps decline in fiscal 2023. We attribute this to targeted
cost-saving and merchandising initiatives by current management.
Torrid lowered product costs through strategic price negotiations
with key vendors and increased its full-price selling through new
products and tighter inventory management.
"Moreover, we forecast sales declines will moderate to 1.5% in
fiscal 2024 and be flat in fiscal 2025, following a nearly 11%
decline in fiscal 2023. This is supported by the company's plans to
expand into adjacent product categories and rebalance its store
portfolio toward more productive outdoor lifestyle centers, which
we believe will support a return to positive comparable store sales
in the second half. These factors are partially offset by net store
closures and weaker consumer discretionary demand trends.
"We now expect Torrid will sustain S&P Global Ratings-adjusted
leverage in the low-3x area or better, after peaking at 3.3x in
fiscal 2023. We note that despite sales declines, fiscal 2023
performance was better than expected (we had forecast leverage to
peak at 3.8x) as the benefits from merchandising and cost-saving
initiatives materialized sooner than anticipated. We expect Torrid
will generate sufficient cash to comfortably fund annual capital
expenditure (capex) of about $20 million and amortization
requirements of $17.5 million on the term loan. We forecast annual
FOCF of about $50 million, supported by improved profitability and
continued tight inventory management.
"Moreover, we note that financial sponsor Sycamore Partners
Management L.P. recently reduced its ownership to 72% from 78%
through a secondary offering. Although it's a small reduction, we
view it as credit positive because we associate increased public
ownership with less risk of aggressive financial policy actions.
"Torrid's participation in a highly competitive market, smaller
size, and limited operating track record under current management
present risks particularly amid macroeconomic challenges. With
roughly $1.1 billion in sales, Torrid is a small player in the
highly fragmented and competitive plus-size apparel industry. We
expect increased competition as more retailers enter the market,
some larger and better capitalized, and as consumers limit spending
on discretionary categories such as apparel. We therefore continue
to apply a negative comparable rating analysis modifier to our
analysis.
"The stable outlook reflects our view that improved sales prospects
and profitability will sustain leverage near 3x even amid a
challenging operating environment."
S&P could lower the rating if leverage were sustained above 4x or
Torrid's cash flow eroded. This could occur if the company:
-- Reported lower-than-expected earnings because of increased
competitive pressures or operational missteps; or
-- Shifted toward more aggressive financial policies, including
sponsor-led leveraging transactions and shareholder-friendly
activities such as dividends.
S&P would consider an upgrade if Torrid:
-- Meaningfully expanded its market presence and increased
profitability by executing merchandising initiatives and store
expansion; and
-- Adopted a more conservative financial policy such that Sycamore
further reduces its position and S&P Global Ratings-adjusted
leverage remains well below 3x.
S&P said, "ESG factors have an overall neutral consideration in our
credit rating analysis of Torrid. The company is majority owned by
Sycamore Partners and also held publicly. We believe its two
independent board members provide risk oversight on behalf of all
stakeholders. We see the broader apparel retail industry as exposed
to changes in consumer behavior and the increasing focus on social
issues such as diversity, equity, and inclusion."
TUPPERWARE BRANDS: Oct. 29 Hearing on Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Tupperware Brands Corporation authorization to utilize cash
collateral as part of their ongoing Chapter 11 bankruptcy
proceedings, in accordance with an initial budget.
The Debtors are required to provide weekly variance reports to
prepetition secured parties, starting from October 2, 2024. These
reports must detail actual cash receipts and disbursements,
ensuring transparency regarding the Debtor's financial activities
during the bankruptcy process.
To maintain control over their finances, the Debtors must adhere to
specific budget covenants. They are prohibited from exceeding a
negative variance of 10% in disbursements and a cumulative negative
variance of over $500,000 or 15% in net operating cash flow.
The cash collateral access may be terminated if the Debtors fail to
comply with the budget covenants or do not provide timely reports.
If such non-compliance occurs, they have a specified period to cure
the default or seek a waiver from the secured parties.
The order provides adequate protection to secured parties against
any diminution in the value of their interests. Secured parties
are granted superpriority administrative expense claims, which take
precedence over other administrative expenses. This ensures that
they have recourse to all properties owned by the Debtors,
providing an additional layer of security for their interests.
The final hearing for Tupperware Brands' cash collateral use is
scheduled for October 29, 2024, at 1:00 p.m.
About Tupperware Brands
Tupperware Brands Corporation (NYSE: TUP) --
https://www.tupperwarebrands.com/ -- is a global consumer products
company that designs innovative, functional, and environmentally
responsible products. Founded in 1946, Tupperware's signature
container created the modern food storage category that
revolutionized the way the world stores, serves, and prepares food.
Today, this iconic brand has more than 8,500 functional design and
utility patents for solution-oriented kitchen and home products.
The company distributes its products into nearly 70 countries,
primarily through independent representatives around the world.
Tupperware Brands sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-12166) on Sept. 17,
2024. In the bankruptcy petition, Tupperware reported more than
$1.2 billion in total debts and $679.5 million in total assets.
Kirkland & Ellis LLP is serving as legal advisor to Tupperware,
Moelis & Company LLC is serving as the Company's investment banker,
and Alvarez & Marsal is serving as the Company's financial and
restructuring advisor. Epiq is the claims agent and has put up the
page https://dm.epiq11.com/Tupperware.
An official committee of unsecured creditors is represented in the
case by lawyers at Brown Rudnick LLP and Morris James LLP.
TURNONGREEN INC: Amends Hyperscale Deal to Increase Loan to $8M
---------------------------------------------------------------
TurnOnGreen, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on September 26, 2024,
the Company entered into an Amendment to the Loan and Security
Agreement with Hyperscale Data, Inc., a Delaware corporation
(formerly, Ault Alliance, Inc.), as lender dated August 15, 2023.
As previously disclosed, the Credit Agreement provided for a
secured, non-revolving credit facility with an aggregate principal
amount of up to $2,000,000 through December 31, 2023. All loans
under the Credit Agreement were payable within five business days
of a request by HSD, and HSD was not obligated to provide any
further Advances after the Credit Termination Date.
Pursuant to the Amendment, the Company and HSD have agreed to,
among other things, amend the Credit Agreement to increase the
Credit Limit to $8,000,000, extend the Credit Termination Date to
December 31, 2026, and provide for additional loans made in excess
of the initial Credit Limit to become Advances.
HSD is an affiliate of the Company.
About TurnOnGreen Inc.
TurnOnGreen, Inc. (formerly known as Imperalis Holding Corp.), a
Nevada corporation, through its wholly owned subsidiaries Digital
Power Corporation and TOG Technologies Inc., is engaged in the
design, development, manufacture, and sale of highly engineered,
feature-rich, high-grade power conversion and power system
solutions for mission-critical applications and processes.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2021,
issued a "going concern" qualification in its report dated April
11, 2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses, and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
TurnOnGreen had a net loss of $4.83 million for the year ended
December 31, 2023, compared to a net loss of $4.22 million in 2022.
As of June 30, 2024, TurnOnGreen had $3.94 million in total assets,
$10.91 million in total liabilities, $25 million in redeemable
convertible preferred stock, and $31.97 million in total
stockholders' deficit.
UNITED BELIEVERS: Hires Evans & Mullinix P.A. as Attorney
---------------------------------------------------------
United Believers Community Baptist Church seeks approval from the
U.S. Bankruptcy Court for the Western District of Missouri to
employ Evans & Mullinix, P.A. as attorney.
The services to be provided by the firm include the customary
services required to represent a Chapter 11 Debtor-in-Possession.
The firm will be paid at these rates:
Colin N. Gotham, Esq. $350 per hour
Paralegals $150 per hour
The firm received the amount of $10,262 as retainer, plus filing
fee of $1,738.
Evans & Mullinix will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Colin N. Gotham, Esq., a partner at Evans & Mullinix, P.A.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Colin N. Gotham, Esq.
Evans & Mullinix, P.A.,
7225 Renner Road, Suite 200
Shawnee, KS 66217
Tel: (913) 926-8700
Fax: (913) 962-8701
Email: cgotham@emlawkc.com
About United Believers Community Baptist Church
United Believers Community Baptist Church in Kansas City, MO,
sought relief under Chapter 11 of the Bankruptcy Code filed its
voluntary petition for Chapter 11 protection (Bankr. W.D. Mo. Case
No. 24-41363) on Sept. 24, 2024, listing as much as $1 million to
$10 million in both assets and liabilities. Darron L. Edwards as
president, signed the petition.
Judge Brian T Fenimore oversees the case.
EVANS & MULLINIX, P.A. serve as the Debtor's legal counsel.
UNITED PREMIER: Appointment of Chapter 11 Trustee Sought
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California is
set to hold a hearing on Oct. 10 to consider the motion filed by a
bankruptcy watchdog to appoint an independent trustee in the
Chapter 11 case of United Premier Development, LLC, dismiss the
case or convert it to one under Chapter 7.
In his motion, Peter Anderson, the U.S. Trustee for Region 16,
argued that cause exists for the appointment of a Chapter 11
trustee or the dismissal or conversion of the case because the
company failed to satisfy its Chapter 11 filing or reporting
requirements.
The U.S. Trustee argued that the requirements that the company is
disregarding are not a minor or trivial matter since they are vital
to his ability to fulfill his statutory duties under Section 586 of
the Bankruptcy Code.
The U.S. Trustee also argued that the company "has not met its
burden of establishing that [its] property is insured," citing the
expiration of the insurance provided by the company on Sept. 5. The
company's failure to maintain insurance "threatens public safety
and exposes the estate to liability," according to the U.S.
Trustee.
About United Premier Development
United Premier Development LLC is the fee simple owner of real
property located at 9517 Commerce Way, Adelanto, CA having a
current value of $4 million.
United Premier Development sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-16601) on Aug. 16,
2024, with total assets of $4,572,000 and total liabilities of
$3,092,098. Eva Neumann, manager, signed the petition.
Judge Sheri Bluebond oversees the case.
The Debtor is represented by Michael R. Totaro, Esq., at Totaro &
Shanahan, LLP.
UNITED PREMIER: Hires Totaro & Shanahan as Insolvency Counsel
-------------------------------------------------------------
United Premier Development, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Totaro & Shanahan, LLP as general insolvency counsel.
The firm will provide these services:
a. counseling of Debtor through meetings and phone calls,
discussions concerning the requirements of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules,
and the United States Trustee Guidelines;
b. preparing document or amendments concerning the petition
and schedules, status reports, review and consultation concerning
Monthly Operating Reports, and personal attendance at all hearings,
included but not limited to the Status Conference, Initial Debtor
Interview, the meeting of creditors pursuant to Bankruptcy Code
section 341(a) or any continuance thereof, all status conferences;
preparation of any first day motions and employment applications
and all hearings on motions, the disclosure statement and plan;
c. consulting with Debtor's representative concerning
documents needed and reports to be prepared and consultation with
real estate counsel re title and other issues;
d. assisting Debtor in preparation of documents for
compliance with the requirements of the Office of the United States
Trustee ("OUST");
e. negotiating with secured and unsecured creditors regarding
the amount and payment of their claims;
f. discussing with Debtor's representative concerning the
Disclosure Statement and plan of reorganization;
g. preparing the Disclosure Statement and Chapter 11 Plan of
Reorganization and any amendments/changes to the same unless filed
as a Sub-V case which does not require a disclosure statement;
h. submitting of ballots to creditors, tally of ballots and
submission to the Court;
i. responsing to any objections to disclosure statement
and/or plan;
j. negotiating with creditors as to values, etc and the plan
of reorganization;
k. responsing to any motions for relief from stay, motions to
dismiss or any other motions or contested matters;
The firm will be paid at these rates:
Attorneys $600 per hour
Paralegals $150 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael R. Totaro, a partner at Totaro & Shanahan, LLP, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael R. Totaro, Esq.
Totaro & Shanahan, LLP
P.O. Box 789
Pacific Palisades, CA 90272
Tel: (310) 804-2157
Email: Ocbatty@aol.com
About United Premier Development
United Premier Development LLC is the fee simple owner of real
property located at 9517 Commerce Way, Adelanto, CA having a
current value of $4 million.
United Premier Development sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16601) on Aug. 16,
2024. In the petition filed by Eva Neumann, as manager, the Debtor
reports total assets of $4,572,000 and total liabilities of
$3,092,098.
The Honorable Bankruptcy Judge Sheri Bluebond oversees the case.
The Debtor is represented by:
Michael R. Totaro, Esq.
TOTARO & SHANAHAN, LLP
PO Box 789
Pacific Palisades CA 90272
Tel: (310) 804-2157
Email: Mtotaro@aol.com
URBAN ONE: All Proposals Passed at Annual Meeting
-------------------------------------------------
Urban One, Inc. held on October 1, 2024, its Annual Meeting of
Stockholders during which the stockholders:
-- Elected Terry L. Jones and Brian W. McNeill as Class A
directors to serve until the 2025 annual meeting of stockholders or
until their successors are duly elected and qualified;
-- Elected Catherine L. Hughes, Alfred C. Liggins, III, B.
Doyle Mitchell, Jr. and D. Geoffrey Armstrong as Class B directors
to serve until the 2025 annual meeting of stockholders or until
their successors are duly elected and qualified;
-- Approved the 2023 compensation awarded to Urban One's named
executive officers, including potential bonus compensation paid to
the named executive officers for the fiscal year ended December 31,
2023;
-- Deemed 'Three years' Frequency of Future Stockholder
Advisory Votes Regarding Compensation Awarded to Named Executive
Officers;
-- Approved the amendment and restatement of the Urban One
2019 Equity and Performance Incentive Plan; and
-- Ratified Ernst and Young, LLP as its independent registered
public accounting firm for the fiscal year ending December 31,
2024.
About Urban One
Urban One, Inc., formerly known as Radio One, Inc., headquartered
in Silver Spring, Md., is an urban-oriented multimedia company that
operates or owns interests in radio broadcasting stations (32% of
revenue as of LTM Q4 2022) generated by 66 stations in 13 markets,
cable television networks (43% of revenue), an 80% ownership in
Reach Media (9% of revenue), and ownership of Interactive One, its
digital platform, as well as other internet-based properties (16%
of revenue), largely targeting an African-American and urban
audience. The Chairperson, Catherine L. Hughes, and President,
Alfred C. Liggins III (Chairperson's son), maintain voting control
and hold a significant ownership position. The Company reported
consolidated revenue of $485 million as of LTM Q4 2022.
As of September 30, 2023, Urban One had $1.19 billion in total
assets, $891.52 million in total liabilities, $21.82 million in
redeemable noncontrolling interests, and $278.71 million in total
stockholders' equity.
* * *
In August 2024, Moody's Ratings affirmed Urban One, Inc.'s B3
Corporate Family Rating. However, the B3-PD Probability of Default
Rating liquidity (SGL) rating was downgraded to SGL-2 from SGL-1.
The outlook was changed to negative from stable.
The change in outlook to negative reflects Urban One's operating
weakness driven by subscriber losses within the cable TV division
and slowing radio advertising demand due to persistent negative
secular pressures associated with advertising dollars shifting to
digital advertising. There is limited visibility into the pace of
future subscriber losses and whether radio advertising demand will
stabilize. Urban One's adjusted financial leverage increased to
6.3x (6.8x excluding Moody's standard lease adjustments) in the LTM
period ending March 2024. Moody's expects leverage to decrease to
high-5x (low-6x excluding leases) in the next 12-18 months, driven
by voluntary debt repayments.
VAREX IMAGING: Moody's Affirms 'B2' CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings affirmed Varex Imaging Corporation's ratings,
including the B2 Corporate Family Rating, B2-PD Probability of
Default Rating and B1 rating on the senior secured bonds. The
company's Speculative Grade Liquidity Rating (SGL) was unchanged at
SGL-1. Moody's changed the outlook, previously positive, to
stable.
The revision of the outlook to stable reflects Moody's view that
the company's earnings growth trajectory is less certain given
recent operating results that have trended below Moody's
expectations through 2024. Weakness has been driven by a decline in
Medical segment sales in China, which have been impacted by
economic softness and an ongoing anti-corruption campaign in the
healthcare sector. Debt/EBITDA has increased to approximately 5x as
of the LTM period ending June 30, 2024.
The ratings affirmation reflects Moody's view that Varex will
maintain its market position in the niche medical imaging component
business, supported by industry tailwinds that will drive top and
bottom-line growth. Moody's expect the company's debt/EBITDA to
decline towards 4 times over the next 12 to 18 months. The
Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation that the company will maintain very good liquidity over
the forecast period.
Governance risk is a consideration in the rating action as it
relates to financial strategy and risk management given the higher
leverage in the business over the past few quarters.
RATINGS RATIONALE
The B2 CFR reflects Varex's modest scale and long-term pressures on
hospital's budgets which limits the growth of new medical equipment
spend. Headwinds in the company's China business have adversely
impacted earnings. In addition, Varex faces pressures on
profitability from supply chain and labor costs. The rating is
further constrained by the moderately high concentration among
Varex's main customers.
The B2 rating is supported by the company's long and sticky
relationships with key customers to supply critical components of
their imaging equipment and Moody's expectation that revenue growth
will resume as sales in China stabilize. Moody's forecast that
Varex will generate low to mid single-digit top-line and earnings
growth over the next 12-18 months. Moody's expect the company will
pay down the June 2025 bond maturity with cash on hand and revolver
borrowings. Moody's expect that debt/EBITDA, inclusive of the debt
paydown, will trend towards 4 times during the forecast period.
Moody's expect Varex to maintain very good liquidity over the next
12 to 18 months. As of June 30, 2024, the company had $156 million
of cash on hand (as well as $34 million of marketable securities)
and access to a $155 million undrawn revolving credit facility and
a $20 million undrawn Delayed Draw Term Loan. Moody's expect free
cash flow to continue to be positive in the forecast period,
excluding the debt paydown.
The rating of the secured notes is B1, one notch above the
Corporate Family Rating, due to their senior ranking in the capital
structure. The company's notes are secured by substantially all of
the company's assets. The B1 rating is supported by the first loss
absorption provided by the unsecured convertible notes due 2025.
The stable outlook reflects Moody's expectation that Varex will
have some revenue and earnings growth, with debt/EBITDA trending
towards 4 times over the next 12 to 18 months.
ESG CONSIDERATIONS
Varex's CIS-3 score indicates that ESG considerations have a
limited impact on the current credit rating with potential for
greater negative impact over time. Varex has exposure to governance
risks (G-4, previously G-3) as it pertains to financial strategy
and risk management, as leverage has trended higher in recent
quarters. Governance risks are offset by low environmental (E-2)
and social risks (S-2). Environmental risks are low as Varex's
manufacturing facilities are spread out geographically. Social
risks are low as compared to medical device industry peers as Varex
manufactures imaging components which are not directly inserted
into the body.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating if the company resumes its revenue
and earnings growth, which have underperformed Moody's expectations
in recent quarters. Additionally, greater diversification of
customers and an increase in scale could exert upward pressure on
the ratings. Along with the aforementioned factors, the company
could be upgraded if debt/EBITDA is sustained below 4 times.
Ratings could be downgraded if the company's operating performance
deteriorates, free cash flow turns negative or liquidity weakens. A
more aggressive stance towards acquisitions or shareholder returns
could lead to a downgrade. Lastly, the ratings could be downgraded
if the company's debt/EBITDA is sustained above 5 times.
Headquartered in Salt Lake City, Utah, Varex Imaging Corporation
("Varex") is a manufacturer of a broad range of medical products,
which include X-ray imaging components (X-ray tubes, digital
detectors, image processing software and workstations) for use in a
range of applications, including radiographic or fluoroscopic
imaging, mammography, computed tomography, and oncology. The
company also manufactures imaging components for industrial
end-users such as airport security, cargo screening and
nondestructive examination. Varex generated revenue of roughly
$830 million for the twelve months ending June 30, 2024.
The principal methodology used in these ratings was Medical
Products and Devices published in October 2023.
WARHORSE SH WEST: Hires Dunham Hildebrand Payne as Legal Counsel
----------------------------------------------------------------
Warhorse SH West Retail, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Tennessee to employ
Dunham Hildebrand Payne Waldron, PLLC as counsel.
The firm's services include:
a. rendering legal advice with respect to the rights, power,
and duties of the Debtor in the management of its property;
b. investigating and, if necessary, instituting legal action
on behalf of the Debtor to collect and recover assets of the estate
of the Debtor;
c. preparing all necessary pleadings, orders and reports with
respect to this proceeding and to render all other necessary or
proper legal services;
d. assisting and counseling Debtor in the preparation,
presentation, and confirmation of its disclosure statement and plan
of reorganization;
e. representing Debtor as may be necessary to protect its
interests; and
f. performing all other legal services that may be necessary
and appropriate in the general administration of Debtor's estate.
The firm will be paid at these rates:
Attorneys $500 to $550 per hour
Paralegals $175 per hour
The firm received a retainer in the amount of $26,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gray Waldron, Esq., a partner at Dunham Hildebrand Payne Waldron,
PLLC, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Gray Waldron, Esq.
Dunham Hildebrand Payne Waldron, PLLC
9020 Overlook
Boulevard, Suite 316,
Brentwood, TN 37027
Tel: (629) 777-6519
Fax: (615) 777-3765
Email: gray@dhnashville.com
About Warhorse SH West Retail, LLC
Warhorse SH West is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
Warhorse SH West Retail, LLC in Franklin, TN, sought relief under
Chapter 11 of the Bankruptcy Code filed its voluntary petition for
Chapter 11 protection (Bankr. M.D. Ten. Case No. 24-03688) on Sept.
25, 2024, listing $0 to $50,000 in assets and $1 million to $10
million in liabilities. Wm. Eric Kaehr as president, signed the
petition.
Judge Nancy B. King oversees the case.
DUNHAM HILDEBRAND PAYNE WALDRON, PLLC serve as the Debtor's legal
counsel.
WENDT COMMUNICATION: Commences Subchapter V Bankruptcy
------------------------------------------------------
Wendt Communication Partners LLC filed Chapter 11 protection in the
Middle District of Pennsylvania. According to court documents, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
About Wendt Communication Partners LLC
Wendt Communication Partners LLC offers tailored solutions for
companies across the business-to-business marketplace.
Wendt Communication Partners LLC sought relief under Subchapter V
of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No.
24-02511) on October 1, 2024. In the petition filed by William
Douglas Wendt, as CEO and
corporate representative, the Debtor reports estimated assets
between $100,000 and $500,000 and estimated liabilities between $1
million and $10 million.
The Honorable Bankruptcy Judge Henry W. Van Eck handles the case.
The Debtor is represented by:
J. Christian Dennery, Esq.
DENNERY PLLC
7310 Turfway Rd, Suite 550
Florence, KY 41042
Tel: 859-445-5495
Fax: 859-286-6726
Email: jcdenery@dennerypllc.com
WHITTIER SEAFOOD: Comm. Taps Dundon Advisers as Financial Adviser
-----------------------------------------------------------------
The official unsecured creditors' committee of Whittier Seafood,
LLC seeks approval from the U.S. Bankruptcy Court for the District
of Alaska to retain Dundon Advisers LLC as its financial adviser.
The firm will render these services:
a. assist in the analysis, review, and monitoring of the
restructuring process, including, but not limited to, an assessment
of the unsecured claims pool and potential recoveries for unsecured
creditors;
b. analyze the proposed use of cash collateral from the
perspective of adequacy of liquidity and proper inclusion and
exclusion of assets of the Debtors as collateral therefore;
c. support and augment the Debtors' sale process, as
appropriate and without duplication of material efforts of the
Debtors' adviser in the performance of its duties as set forth in
its retention application;
d. develop a sufficient understanding of the Debtors'
businesses and operations optimization to support the Committee
superintendence of the sales process and preparation for any
contingencies;
e. monitor, and to the extent appropriate, assist the Debtors
in efforts to develop and solicit transactions which would support
unsecured creditor recovery;
f. assist the Committee in identifying, valuing, and pursuing
estate causes of action, including, but not limited to, relating to
pre-petition transactions, control person liability, and lender
liability and potential fraudulent transfers;
g. assist the Committee to address claims against the Debtors
and to identify, preserve, value, and monetize tax assets of the
Debtors;
h. advise the Committee in negotiations with the Debtors and
third parties;
i. assist the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, cash budgets, and
monthly operating reports;
j. review and provide analysis of any proposed disclosure
statement and Chapter 11 plan and if appropriate, assist the
Committee in developing an alternative Chapter 11 Plan;
k. attend meetings and assist in discussions with the
Committee, the Debtors, the secured lenders, the U.S. Trustee, and
other parties in interest and professionals;
l. present at meetings of the Committee, as well as meetings
with other key stakeholders and parties;
m. perform such other advisory services for the Committee as
may be necessary or proper in these proceedings, subject to the
aforementioned scope; and
n. provide testimony on behalf of the Committee as and when
may be deemed appropriate.
The firm will be paid at these rates:
Eric Reubel $850 per hour
Tabish Rizvi $850 per hour
Michael Whalen $475 per hour
Alec Rovitz $350 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eric Reubel, managing directo at Dundon Advisers LLC, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Eric Reubel, Esq.
Dundon Advisers LLC
Ten Bank Street, Suite 1100
White Plains, NY 10606
Tel: (917) 838-1930
Email: er@dundon.com
About Whittier Seafood
Whittier Seafood, LLC owns and operates a fish processing plant in
Whittier, Alaska.
Whittier Seafood filed Chapter 11 petition (Bankr. D. Alaska Case
No. 24-00139) on Aug. 19, 2024, with $10 million to $50 million in
both assets and liabilities.
Judge Gary Spraker oversees the case.
Thomas A. Buford, Esq., at Bush Kornfeld, LLP is the Debtor's legal
counsel.
Gregory Garvin, Acting U.S. Trustee for Region 18, appointed an
official committee to represent unsecured creditors in the Debtor's
Chapter 11 case.
WOODBRIDGE PARTNERS: Hires Jones Lang LaSalle as Marketing Agent
----------------------------------------------------------------
Woodbridge Partners, LP and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to hire
Jones Lang LaSalle Brokerage, Inc. as marketing and sales agent.
The firm will provide the Debtors with marketing and related
services for the sale of Woodbridge and/or Brentwood's Properties.
Jones Lang LaSalle's rates and fees are:
a) If a cooperating broker, other than Ferguson is involved in
the sale of the Property, the Commission shall be 6 percent of the
gross selling price and divided in the manner agreed to by JLL and
such other broker in writing. A cooperating broker is any
broker/agent other than Todd Burnette or John Davidson (i.e., a
cooperating broker may include other agents of JLL or its
affiliates representing a prospective purchaser).
b) a Commission of 5 percent of the gross selling price if no
other broker is representing the buyer.
c) If JLL assists with the sale of the Property to an Excluded
Prospect during the Initial 90 Day Term, JLL's Commission shall be
equal to 5 percent of the amount of the actual gross selling price
over and above the gross selling price secured by Ferguson in an
executed letter of intent if the actual gross selling price is not
higher than the amount secured by Ferguson in an executed letter of
intent during the Initial 90 Day Term, then no Commission to JLL
will be earned or paid.
d) Following the expiration of the Initial 90 Day Term, and
for the next 90 days thereafter, JLL shall receive 3 percent
commission for the sale to any party listed as an Excluded Prospect
or a sale following such term provided a letter of intent is
executed within such Second 90 Day Term and Ferguson will receive 2
percent commission (or less) as more particularly provided in
Ferguson's Agent Engagement Agreement.
Todd Burnette, executive managing partner at Jones Lang LaSalle
Brokerage, Inc., disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Todd Burnette
Jones Lang LaSalle Brokerage, Inc.
401 Jackson Street Ste. 1100
Tampa, FL 33602
Tel: (813) 830-6535
About Woodbridge Partners
Woodbridge Partners, LP is engaged in activities related to real
estate.
Woodbridge Partners and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case
No. 24-41520) on May 1, 2024. At the time of the filing, Woodbridge
Partners reported $10 million to $50 million in both assets and
liabilities.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Kelly Hart & Hartman, LLP and Lain Faulkner &
Co., PC as legal counsel and financial advisor, respectively.
WOODBRIDGE PARTNERS: Taps Ferguson Alliance as Real Estate Agent
----------------------------------------------------------------
Woodbridge Partners, LP and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to hire
Ferguson Alliance, LLC as marketing and sales agent.
Ferguson Alliance has agreed to provide the Debtors with marketing
and related services for the sale of remaining personal property
owned by Seville Farms and the real property located in Los
Fresnos, Mansfield, Schulenburg, Winona, and Waxahachie, Texas,
owned by Woodbridge and Brentwood as well as the personal property
owned by Seville, which is located at the Los Fresnos location.
The firm's additional services include:
a. reviewing pertinent documents, upon request, and consulting
with the Debtor and counsel, as appropriate;
b. assisting with valuation;
c. developing, with the Debtor, Selling Strategy and Planning
and Implementing such Process;
d. marketing including producing a "Teaser and Deal Book";
e. negotiating and managing the offering process;
f. assisting in facilitation of due diligence and materials;
g. soliciting offers;
h. assisting the Debtor in evaluating, structuring,
negotiating and implementing the terms and conditions of a proposed
sale;
i. communicating regularly with the Debtor and their
professionals; and
j. working with the Debtor's attorneys, reviewing documents,
negotiating and assisting as problems arise.
Ferguson will be paid from the sale proceeds a commission equal
to:
a. 2.00 percent of the total purchase price for the initial
gross sale proceeds of up to $10 million;
b. 1.75 percent of the total purchase price for the next gross
sale proceeds between $10 million and $20 million;
c. 1.50 percent of the total purchase price for the next gross
sale proceeds between $20 million and $30 million; and
d. 1.25 percent of the total purchase price for the final gross
sale proceeds above and beyond $30 million, plus all reasonable out
of pocket expenses.
Robert Ferguson, CEO of Ferguson Alliance, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert Ferguson
Ferguson Alliance, LLC
1400 Broadfield Blvd. #200
Houston, TX 77084
Phone: (833) 215-6252
Email: hello@ferguson-alliance.com
About Woodbridge Partners
Woodbridge Partners, LP is engaged in activities related to real
estate.
Woodbridge Partners and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case
No. 24-41520) on May 1, 2024. At the time of the filing, Woodbridge
Partners reported $10 million to $50 million in both assets and
liabilities.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Kelly Hart & Hartman, LLP and Lain Faulkner &
Co., PC as legal counsel and financial advisor, respectively.
WRENA LLC: Gets Court OK to Use $1.4MM of Cash Collateral
---------------------------------------------------------
Wrena, LLC received approval from the U.S. Bankruptcy Court for the
Eastern District of Michigan to use up to $1,400,000 of Northstar
Bank's cash collateral until October 22, 2024. In exchange,
Northstar Bank is granted a replacement lien on Wrena's
post-petition assets, excluding specific bankruptcy-related claims,
to protect its interests.
A final hearing is scheduled for October 21, 2024, at 11:00 a.m.,
where the Court will consider the entirety of the Debtor's request
including its bid to obtain postpetition secured financing from
Northstar.
As reported by the Troubled Company Reporter, Wrena asked the
Bankruptcy Court for authority to obtain financing from Northstar
Bank and use the lender's cash collateral to get the company
through bankruptcy. The company said it needs the financing to
stave off an imminent liquidation and the loss of approximately 50
jobs if it ceases operations, according to Scott Wolfson, Esq., the
company's attorney.
The debtor-in-possession financing, if approved by the court, would
allow Wrena to borrow up to $650,000, with a maximum term running
until a projected sale closing by January 30, 2025. This financing
would not involve cross-collateralization.
Wrena has prepared a 13-week cash forecast, which shows a need for
approximately $447,000 of Northstar's cash collateral in the
immediate future to cover operating expenses.
Northstar is the only lender willing to provide financing under
reasonable terms, according to Mr. Wolfson.
As of the petition date, Wrena has an outstanding debt of
approximately $4.56 million to Northstar. This debt is secured by a
first-priority lien on the company's personal property.
About Wrena LLC
Wrena, LLC is a Tier 1 and Tier 2 automotive supplier in Tipp City,
Ohio.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-49047) on September
23, 2024, with $1 million to $10 million in both assets and
liabilities. Scott Eisenberg, chief restructuring officer, signed
the petition.
Judge Maria L. Oxholm oversees the case.
Wolfson Bolton Kochis PLL, Cascade Partners LLC and DWH Corp. serve
as the Debtor's legal counsel, investment banker and financial
advisor, respectively. Scott Eisenberg of DWH is the chief
restructuring officer.
Northstar Bank is represented by Clark Hill PLC.
WW INT'L: Moody's Cuts CFR & Secured 1st Lien Debt to 'Caa3'
------------------------------------------------------------
Moody's Ratings downgraded WW International, Inc.'s (""WW", dba
"WeightWatchers") corporate family rating to Caa3 from Caa1,
probability of default rating to Caa2-PD from Caa1-PD and senior
secured first lien debt ratings (the $175 million revolving credit
facility expiring 2026, $945 million term loan B maturing 2028 and
$500 million notes due 2029) to Caa3 from Caa1. WW's Speculative
Grade Liquidity Rating was downgraded to SGL-4 from SGL-3. The
outlook is stable. New York City-based WW is a provider of weight
management services.
"Moody's anticipation for increasing competition in the growing
weight management services space adds substantial headwinds to WW's
turnaround efforts and increases the risk of a debt restructuring
or other default event by 2026, when the revolver expires," said
Edmond DeForest, Moody's Ratings Senior Vice President.
RATINGS RATIONALE
The downgrade of the CFR to Caa3 from Caa1 reflects Moody's
expectations for flat to declining revenue in 2024 and 2025, very
high debt to EBITDA above 10 times, modest EBITDA less capital
expenditures to interest coverage below 1.0 times and limited free
cash flow over the next 12 to 18 months. Moody's anticipate less
than $900 million of revenue in 2024 and 2025. Although WW may have
returned to sustainable subscriber growth in 2024, average monthly
revenue per user ("ARPU") has sagged, driven by promotional service
offerings, unfavorable business mix shifts to lower-priced service
tiers and discontinued (and not generally profitable) product
sales. Given rising competition in the weight management services
industry, especially from offerings centered around GLP-1 agonists,
Moody's skepticism regarding the company's ability to grow both
subscribers and ARPU enough to expand EBITDA to a level where the
company could refinance its debt is a key driver of the rating
downgrades.
All financial metrics cited reflect Moody's standard adjustments.
WW is attempting to stem subscriber and revenue losses through new
products and programs, including by offering clinical services with
the acquisition of Weekend Health, Inc. ("Sequence"), more
effective marketing investments and an emphasis on cost control.
Low interest costs on its large but long-dated term loan (due 2028)
and 4.5% secured notes (due 2029) afford WW time to implement new
products and strategies that could reverse its fortunes. Although
WW has a history of boom and bust cycles, it has repeatedly adapted
to the technological and diet trend changes it has faced in the
past. Moody's believe that WW, given its history of effective
marketing, will continue to find ways to recruit new subscribers,
although doing so at higher ARPU levels is less certain.
WW's market leading scale and high brand recognition support the
credit ratings. The weight management services industry is
competitive, and Moody's anticipate consumer preferences will
continue to evolve and could drive subscriber and revenue
volatility. Moody's expect that the lack of availability of GLP-1
agonists' will inhibit clinical segment revenue and subscriber
growth in 2024, but that the incorporation of clinical offerings
will be critical to WW's efforts to increase subscriber growth and
ARPU over the next two to three years.
WW's weak liquidity profile is reflected in the SGL-4 liquidity
rating. The company had only $42.7 million of cash as of 30 June
2024. Moody's expect break-even or low free cash flow in both 2024
and 2025. Moody's expect that the company would not be in
compliance with the Consolidated First Lien Leverage Ratio
governing availability under its $175 million revolver (as defined
in the facility agreement) if it were measured over the next 12 to
15 months. The covenant is measured if there are revolving loans
outstanding of more than $61.25 million, or 35% of the facility
amount, outstanding on any fiscal quarter end date. Therefore,
Moody's anticipate revolver availability will be limited to $61.25
million until the revolver expires in April 2026.
The downgrade of the revolver, term loan, and notes ratings to Caa3
from Caa1 are driven by the PDR downgrade to Caa2-PD from Caa1-PD
and Moody's expectation for a low recovery at default for secured
creditors. The rated debts are secured by a first lien on: i) 100%
of the capital stock of all direct and indirect domestic
subsidiaries; ii) 65% of the capital stock of direct material
foreign subsidiaries; and iii) all material property and assets of
WW and each direct and indirect US subsidiary. Additionally, the
facilities are guaranteed by all (current and future wholly-owned
material) direct and indirect domestic subsidiaries of the
company.
The stable outlook reflects Moody's anticipation for little free
cash flow in 2024 or 2025, but also the time afforded to the
company to complete a turnaround given that there are no
significant term debt maturities until 2028.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
There could be a ratings upgrade if Moody's anticipate subscriber,
revenue and profit growth, with debt to EBITDA sustained below 9.0
times, while the company sustains an adequate liquidity profile.
A downgrade may result if revenue, profits or free cash flow
decline, or liquidity deteriorates further, leading us to
anticipate a higher likelihood of default in the next 12 to 18
months.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
WW International, Inc. (NASDAQ:WW), headquartered in New York City,
is a provider of weight management services. Moody's expect 2025
revenue of less than $900 million.
XY LABS: Reports $610,291 Net Loss in H1 2024
---------------------------------------------
XY Labs, Inc. filed with the U.S. Securities and Exchange
Commission its Semiannual Report on Form 1-SA reporting a net loss
of $610,291 for the six-month period ending June 30, 2024, compared
to a net loss of $1,477,066 for the six-month period ending June
30, 2023.
As of June 30, 2024, the Company had cash and cash equivalents
totaling $1,039,408, alongside total net receivables of $1,371,130.
Together, these balances provide the Company with financing to
support its current operations. Additionally, the Company reported
positive cash flow from operating activities of $675,124 for the
six months ended June 30, 2024, marking a significant improvement
from the $2,331,400 in cash used during the same period in 2023.
This improvement was driven by better operational performance,
primarily through cost management and reduced online advertising
spend.
Despite these positive developments, the Company has a history of
net losses and may continue to incur operating losses over the next
twelve months or longer. Given this, the Company continues to
actively monitor its financial position. Receivables, which form a
key part of the Company's working capital, play an important role
in maintaining liquidity, but any delays or fluctuations could
adversely affect cash flow.
Market conditions and broader macroeconomic events, including
crypto market volatility and changes in interest rates, could also
impact the Company's operations and its ability to raise additional
funds. If necessary, the Company may seek future funding through
equity or debt financing, although no such efforts are currently
underway. If the Company is unable to raise additional capital when
required, this could negatively impact its financial condition and
ability to pursue its business strategies and continue operations.
Due to the Company's financial performance and liquidity
challenges, there is substantial doubt about its ability to
continue as a going concern for the next twelve months. Management
is committed to taking appropriate actions, including exploring
financing solutions if needed, to address any liquidity shortfalls
and ensure the sustainability of the business.
As of June 30, 2024, the Company had $3,734,741 in total assets,
$5,851,828 in total liabilities, and $2,117,087 million in total
stockholders' deficit.
A full-text copy of the Company's Form 1-SA is available at:
https://tinyurl.com/ypn3hpew
About XY Labs, Inc.
XY Labs, Inc. is a corporation organized under the laws of the
State of Delaware. The Company was originally formed for building
geolocation hardware and software along with online platforms to
manage and integrate data from its technology. Today, the Company
successfully develops, designs, and sells consumer products and
applications, enterprise software and data integration solution
services and blockchain and cryptographic technologies and
services.
As of As of December 31, 2023, the Company has $3,458,064 in total
assets, $5,611,309 in total liabilities, and $2,153,245 in total
stockholders' deficit.
San Diego, Calif.-based PKF San Diego, LLP, the Company's auditor,
issued a "going concern" qualification in its report dated April
29, 2024, citing that Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern.
ZURN ELKAY: Moody's Raises CFR to Ba2 & Alters Outlook to Positive
------------------------------------------------------------------
Moody's Ratings upgraded the ratings of Zurn Elkay Water Solutions
Corporation (Zurn), including the corporate family rating to Ba2
from Ba3 and the probability of default rating to Ba2-PD from
Ba3-PD. There is no change to the SGL-1 speculative grade liquidity
rating. The outlook was changed to positive from stable. Moody's
also upgraded the rating on the senior secured bank credit facility
held at Zurn Holdings, Inc. (Zurn Holdings) to Ba2 from Ba3. The
outlook at Zurn Holdings was also changed to positive from stable.
The upgrade of Zurn's ratings and outlook change to positive
reflects the company's solid operating performance as the business
has grown while long term debt remained stable. Further, Moody's
expect EBITDA margin to increase and debt-to-EBITDA will remain
low. Moody's also expect Zurn will generate free cash flow of
approximately $200 million over the next year.
RATINGS RATIONALE
Zurn benefits from a well-established position and broad product
portfolio in several water management categories. Zurn also has low
debt-to-LTM EBITDA of 1.8 times at June 30, 2024. However, the
company is only moderately sized with expected 2024 revenue of
around $1.6 billion. Zurn is also subject to some seasonality and
concentrated solely in the water management business. In addition,
almost all of Zurn's revenue is generated in North America.
More than half of Zurn's revenue is from the cyclical new
construction market while the remainder is from the stable retrofit
market. While residential end-market growth has been slow, the
commercial/institutional business is strong.
The positive outlook reflects Moody's expectation Zurn will grow
revenue 2% organically over the next 12-18 months driven by
increasing drinking water and filtration wins in the institutional
segment of the business. Moody's also expect EBITDA margin to
improve 100 basis points to over 21% while debt-to-EBITDA is
sustained below 2.0 times.
Zurn has very good liquidity as reflected by the company's SGL-1
speculative grade liquidity rating. Liquidity is supported by
Moody's expectation that Zurn will have approximately $200 million
of free cash flow over the next 12 months together with cash of
$163 million at June 30, 2024. Zurn's liquidity is also supported
by an undrawn $200 million revolving credit facility that expires
in 2026 ($189 million available net of $11 million of L/C's).
Moody's do not expect the company to utilize the facility for daily
operations but it may be used for bolt-on acquisitions. The
company's revolving credit facility includes a springing maximum
first lien net leverage financial covenant of 5.0 times that would
be tested at 35% or more of utilization. Moody's do not expect the
covenant to be tested over the next twelve months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Zurn grows in size and scale while
maintaining profitability. More specifically, the ratings could be
upgraded if the company can sustain EBITDA margin around 20% while
maintaining very good liquidity, including strong free cash flow.
Maintaining a conservative financial policy, including low leverage
would also be necessary for a rating upgrade.
The ratings could be downgraded if debt-to-EBITDA deteriorates
toward 4.0 times or if free cash flow-to-debt weakens considerably.
Implementation of an increasingly aggressive financial policy,
execution of a large debt financed acquisition or a significant
weakening of liquidity are factors that could lead to a downgrade.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Zurn Elkay Water Solutions Corporation (NYSE: ZWS or "Zurn")
designs, procures, manufactures, and markets products that provide
and enhance water quality, safety, flow control and conservation.
The company's portfolio provides solutions for drinking water
(approximately 20% of portfolio), water safety and control (30%),
hygienic and environmental (30%), and flow systems (20%).
[*] 2024 Distressed Investing Conference Agenda
-----------------------------------------------
Registration is ongoing for the 31st Annual Distressed Investing
Conference, presented by Beard Group, Inc., scheduled for Wed.,
Dec. 4, 2024 at The Harmonie Club in New York City.
This year's event will kick off with opening remarks from
conference co-chairs, Joshua A. Sussberg, Partner at Kirkland &
Ellis LLP, and Harold L. Kaplan, Partner at Foley & Lardner LLP, to
be followed by the Annual Year In Review by Steve Gidumal,
President and Managing Partner of Virtus Capital, LP.
David Griffiths, Partner at Weil, Gotshal & Manges LLP, will lead a
roundtable discussion on the Health of the Restructuring Industry;
and David Hillman, Partner at Proskauer Rose LLP, will head a panel
discussion on Private Credit Restructuring. Hillman will be joined
by Kevin O'Neill, Director at KKR; Austin Witt, Partner at Kirkland
& Ellis; and Michele Kovatchis, Senior Managing Director at Antares
Capital.
The event also features a pair of sessions on Liability Management.
Join Damian Schaible, Partner at Davis Polk & Wardwell LLP; John
Sobolewski, Partner at Wachtell, Lipton, Rosen & Katz; and David M.
Nemecek, Partner at Kirkland & Ellis for "Liability Management:
Structuring From Creditor On Creditor Violence To Cooperation."
Mark Hebbeln, Partner at Foley & Lardner LLP as Moderator; Lorenzo
Marinuzzi, Partner at Morrison & Foerster LLP; and Zachary
Rosenbaum at Kobre & Kim will handle "Liability Management:
Bankruptcy Litigation - Go Wesco Young Man."
Will We Ever Go Shopping/Officing Again? The afternoon's slate will
start with a discussion on the state of Retail and Commercial Real
Estate to be led by Hilco Global's Co-Chief Commercial Officer,
Benjamin L. Nortman. He will be joined by Dan O'Brien, Executive
Vice President & Partner at Hilco Real Estate; Tim Hynes, Global
Head of Credit Research at Debtwire, an ION Analytics Company;
Jeffrey Stein, Managing Partner at Stein Advisors; and Seth
Laughlin, Managing Director, Market Analytics at Green Street.
Kirkland's Joshua A. Sussberg will follow with "Where Do We Go From
Here? The Return Of Capital R Restructurings?"
Stephanie Wickouski, Partner at Locke Lord LLP, will moderate "Top
Considerations For A Board Before And During A Bankruptcy: What
Investors Need To Know About What Happens In The Boardroom." She
will be joined by Michelle Dreyer, Managing Director at CSC Global
Financial Markets; Chelsea A. Grayson, Managing Director at Pivot
Group, and Board Member at both Xponential Fitness and Beyond Meat;
and Matthew R. Brooks, Partner at Troutman Pepper.
This will be followed by "Recognition, Releases And Torts In A
Cross-Border World" to be led by Evan Hill, Partner at Skadden,
Arps, Slate, Meagher & Flom LLP as Moderator; the Hon. Robert Drain
(RET.), Of Counsel, Corporate Restructuring at Skadden; the Hon.
Lisa Beckerman, United States Bankruptcy Judge for the Southern
District of New York; and Timothy Graulich, Partner at Davis Polk &
Wardwell LLP.
Virtus' Steve Gidumal will cap the day's events with Investor's
Roundtable. He will be joined by Gary Hindes, President &
Portfolio Manager at The Delaware Bay Company LLC; Matt Dundon, CEO
and President of Dundon Advisers, LLC; Richard Fels, Sr. Managing
Director at Odeon Capital Group; and Ken Grossman, President and
Portfolio Manager at Juris Partners.
The conference also features two side events: The Harvey R. Miller
Annual Awards Luncheon and the Networking Reception and Awards
Honoring Outstanding Young Restructuring Lawyers in the evening.
Jamie Sprayragen, Vice Chairman of Hilco Global, will be presented
this year's Harvey R. Miller Outstanding Achievement Award for
Service to the Restructuring Industry. Catch his live interview
during the luncheon, to be conducted by Henny Sender, Managing
Director of BlackRock.
The 2024 Turnarounds & Workouts Outstanding Young Restructuring
Lawyers are:
BENJAMIN S. ARFA, Wachtell, Lipton, Rosen & Katz
KATE DOORLEY, Akin Gump Strauss Hauer & Feld LLP
JEREMY D. EVANS, Paul Hastings LLP
RAFF FERRAIOLI, Morrison Foerster LLP
BRANDON HAMMER, Cleary Gottlieb Steen & Hamilton LLP
EVAN A. HILL, Skadden, Arps, Slate, Meagher & Flom LLP
FLORA INNES, Latham & Watkins LLP
CHRISTIAN JENSEN, Sullivan & Cromwell LLP
LAUREN REICHARDT, Cooley LLP
DAVID SCHIFF, Davis Polk & Wardwell LLP
LUKE SIZEMORE, Reed Smith
APARNA YENAMANDRA, Kirkland & Ellis, LLP
This year's event is being sponsored by:
* Kirkland & Ellis, LLP, as conference co-chair;
* Foley & Lardner LLP, as conference co-chair;
* Davis Polk & Wardwell LLP;
* Hilco Global;
* Locke Lord LLP;
* Morrison & Foerster LLP;
* Proskauer Rose LLP;
* Skadden, Arps, Slate, Meagher & Flom LLP;
* Wachtell, Lipton, Rosen & Katz; and
* Weil, Gotshal & Manges LLP
This year's Patron Sponsors:
* Katten Muchin Rosenman LLP; and
* Kobre & Kim
The Supporting Sponsors:
* C Street Advisory Group;
* Development Specialists, Inc.;
* Paul Hastings;
* RJReuter;
* SSG Capital Advisors; and
* Stein Advisors LLC
This year's Media Partners:
* BankruptcyData;
* CreditSights;
* Debtwire;
* Pari Passu;
* Reorg; and
* WSJ Pro Bankruptcy
This year's Knowledge Partner:
* Creditor Rights Coalition
Kindly visit https://www.distressedinvestingconference.com/ for
more information.
Contact Will Etchison, Conference Producer, at Tel: 305-707-7493 or
will@beardgroup.com for sponsorship opportunities.
[*] Puerto Rico Bankruptcies Rose 21.3% in September 2024 YOY
-------------------------------------------------------------
Michelle Kantrow-Vázquez of NimB reports that Puerto Rico's
bankruptcy court saw significant activity in September, with 489
cases filed, marking a 21.3% year-over-year increase, according to
data compiled by research firm Boletín de Puerto Rico.
So far this year, 4,199 petitions have been filed seeking the U.S.
Bankruptcy Court's protection, a 32.3% jump compared to the same
nine-month period in 2024.
The report showed increased activity in two of the four categories,
with a marked rise in Chapter 7 cases, with 178 on record for
September, reflecting a 61.8% increase from the same month in 2023.
Chapter 7 provides for a total liquidation of assets.
When broken down, most cases in September, totaling 306, were filed
under Chapter 13, which allows individuals to reorganize their
finances. This represents a 6.9% increase year-over-year.
Chapter 11 filings, which enable businesses to reorganize their
finances while continuing to operate, dropped 16.6% from the prior
year, with only five cases filed in September.
No farming operations applied for Chapter 12 protection in
September, a category that is reserved exclusively for troubled
agriculture businesses.
These are preliminary numbers for last month at the U.S. Bankruptcy
Court, Boletín de Puerto Rico noted.
[] Oct. 10 CLE Webinar on Communication Strategies in Bankruptcy
----------------------------------------------------------------
Beard Group Inc. is hosting a CLE Webinar on Effective
Communication Strategies in Bankruptcy Proceedings on Oct. 10,
2024, 11 a.m. to 12 noon ET.
The webinar provides an in-depth exploration of effective
communication strategies essential for navigating Chapter 11
bankruptcy proceedings. Designed for legal professionals, corporate
executives, and financial advisors, the session offers practical
insights and tools to enhance communication among stakeholders
during the complex restructuring process.
The Webinar is presented by:
* Jon Henes - Founder and CEO - C-Street
* Joshua Sussberg - Partner - Kirkland & Ellis
* Jonathan Tibus - Former CEO of Red Lobster - Alvarez &
Marsal
* Michael Schwartz - Managing Director - SVP
Communication strategies for the following topics will be
addressed:
* Navigating Chapter 11 Cases
* Special Situations
* Direct Lending / Private Credit
* Liability Management Transactions
* Private Deals
Join this event via the Zoom client, web browser, phone or the Zoom
Room. To register, please visit https://urlcurt.com/u?l=HACCbS
Meanwhile, registration remains open for the 31st Annual Distressed
Investing Conference scheduled for Wed., Dec. 4, 2024 at The
Harmonie Club in New York City. The event is presented by Beard
Group. Please visit https://www.distressedinvestingconference.com/
for more information. Contact Will Etchison, Conference Producer,
at Tel: 305-707-7493 or will@beardgroup.com for sponsorship
opportunities.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***