/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220502.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 2, 2022, Vol. 26, No. 121 Headlines 10193 FLANDERS: Fails to Provide Description of Asset 12TH & K ST. MALL: Seeks to Hire DMR Consulting as Accountant 1320 43RD STREET REALTY: Files for Chapter 11 Bankruptcy 26 BOWERY LLC: Taps Robinson Brog as Legal Counsel 27646 TG: Court Approves Disclosure Statement 2999TC ACQUISITIONS: Resolves HNGH Turtle's Counterarguments 85 FLATBUSH: TH Holdco's Plan to Pay Unsecureds in Full w/ Interest 87TH STREET LLC: Hires R.O.I. Properties as Real Estate Broker 99 SUTTON: Unsecureds to be Paid From Remaining Funds ACPRODUCTS HOLDINGS: Moody's Cuts CFR to B3 & Alters Outlook to Neg ADVANTAGE LIMOUSINE: Unsecureds to Get Share of Income for 5 Years AGILON ENERGY: Disclosure Lacks Financial and Relevant Information AGILON ENERGY: Unsecured Creditors to Recover Up to 1% in Plan AIR CANADA: Egan-Jones Keeps CCC Senior Unsecured Ratings ALI BABA ORGANIC: Files Bankruptcy Protection in New York ALL WHEEL DRIVE: Amends Several Secured Claims Pay Details ALLEN DWARD CROSTHWAIT: May 2 Hearing on Sale of Houston Property ALLEN EDWARD CROSTHWAIT: May 2 Hearing on Sale of Chickasaw Asset ANGEL'S SQUARE: CNB Says Plan Unconfirmable ANGEL'S SQUARE: Lender Seeks to Prohibit Cash Collateral Access APPALACHIAN BASIN: Asset Sale Proceeds to Fund Plan AR TEXTILES: Files Amendment to Disclosure Statement AVEANNA HEALTHCARE: Moody's Cuts CFR to B3, Outlook Remains Stable AVENTIV TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms B- ICR AVERY ASPHALT: Taps R2 Advisors as Restructuring Advisor AVERY ASPHALT: Wins Cash Collateral Access Thru July 31 BALANCED ENERGY: Chapter 15 Case Summary BARTLEY INDUSTRIES: Amends Plan to Include Valliance Claims Pay BBC GROUP CA: Case Summary & 19 Unsecured Creditors BBC GROUP NV: Case Summary & 20 Largest Unsecured Creditors BIOMARIN PHARMACEUTICAL: Egan-Jones Keeps BB- Sr. Unsec. Ratings BK AUTUMN: To Refinance Bronx Property to Fund Plan BLT RESTAURANT: Taps DelBello as Special Counsel CANO HEALTH: Signs Strategic Partnership With Onsite Dental CEDAR FAIR: Egan-Jones Hikes Senior Unsecured Ratings to CCC+ CHARMING CHARLIE: Unsecured Creditors to Recover Up to 0.5% in Plan CITY WIDE COMMUNITY: Court Approves Disclosure Statement CLEARWATER COLLECTION 15: Files for Bankruptcy Protection COMMUNITY ECO: Hearing on All Assets Sale Continued to May 3 COOPER-STANDARD HOLDINGS: Hires Advisers to Help With Debt Load DAVITA INC: Egan-Jones Keeps BB- Senior Unsecured Ratings DAYTON POWER: S&P Places 'BB+' ICR on CreditWatch Negative DOCTOR DREDGE: Unsecureds Will Get 5% of Claims in 36 Months DOMINO'S PIZZA: Egan-Jones Keeps BB- Senior Unsecured Ratings DRIVE CHASSIS: Moody's Hikes CFR to B2, Outlook Stable ENPRO INDUSTRIES: Egan-Jones Keeps BB+ Senior Unsecured Ratings FISERV INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings FLUOR CORP: Egan-Jones Hikes Senior Unsecured Ratings to B FMC TECHNOLOGIES: Egan-Jones Keeps BB Senior Unsecured Ratings FOSSIL GROUP: Egan-Jones Keeps CCC+ Senior Unsecured Ratings FRIDAY HEALTH: A.M. Best Affirms C(Weak) Financial Strength Rating GAP INC: Egan-Jones Keeps B+ Senior Unsecured Ratings GATEWAY KENSINGTON: Carnicelli Says Debtor Plan Unconfirmable GATEWAY KENSINGTON: Unsecured Will be Paid in Full in 36 Months GCG HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable GENERATOR TECHNOLOGIES: Voluntary Chapter 11 Case Summary GULF COAST: Says Chapter 11 Plan Is Best Deal for Claimants HAJJAR BUSINESS: May 17 Plan Confirmation Hearing Set HEBO FAMILY FOODS: Files for Chapter 11 Bankruptcy HELIX ENERGY: Egan-Jones Keeps B- Senior Unsecured Ratings HERBALIFE NUTRITION: Egan-Jones Keeps BB- Senior Unsecured Ratings HERTZ CORP: Faces New False Reported Stolen Car Arrest Claims HK FACILITY: Amends Classes 2 & 3 Claims Pay Details HKBH PRESCHOOLS: Subchapter V Plan to Pay 100% of Claims HOST HOTELS: Egan-Jones Keeps BB Senior Unsecured Ratings HOWMET AEROSPACE: Moody's Hikes CFR to Ba1, Outlook Stable INFINERA CORP: Egan-Jones Keeps CC Senior Unsecured Ratings INTERDIGITAL INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings JACK IN THE BOX: Egan-Jones Keeps B- Senior Unsecured Ratings JAFFAN INTERNATIONAL: Wins Interim Cash Collateral Access KNOW LABS: Dale Broadrick Has 4.1% Equity Stake as of March 31 LAREDO PETROLEUM: Egan-Jones Cuts Senior Unsecured Ratings to B- LAUREL APPAREL: Has Deal on Cash Collateral Access Thru June 30 LEAN HARBORS: Egan-Jones Keeps BB- Senior Unsecured Ratings LEGACY LIFESTYLES: Chapter 15 Case Summary LMBE-MC HOLDCO II: Moody's Lowers Rating on Sr. Secured Debt to B1 LUCKY STAR-DEER: Auction of Flushing Property Set for May 2 MANITOWOC COMPANY: Egan-Jones Keeps BB- Senior Unsecured Ratings METRONET SYSTEMS: $65MM Loan Add-on No Impact on Moody's B3 CFR MINESEN COMPANY: Taps Crowell & Moring as Special Counsel MISSOURI JACK: Unsecureds to Recover 7% to 8% Under Plan MOLSON COORS: Egan-Jones Keeps BB+ Senior Unsecured Ratings NOORJAHAN HAGGERTY: Unsecureds Get Share of Disposable Income NORTHEASTERN ILLINOIS UNIVERSITY: Moody's Ups Issuer Rating to Ba1 NORTHERN ILLINOIS UNIVERSITY: Moody's Hikes Issuer Ratings to Ba1 OMNIQ CORP: Provides AI Technology to Parkway Corp POLYMER INSTRUMENTATION: June 9 Plan Confirmation Hearing Set PRO-DEMOLITION INC: Continued Operations to Fund Plan Payments PURDUE PHARMA: Clashes With DOJ Over Opioid Lawsuit Settlement R. INVESTMENTS: Court Confirms Third Amended Plan R1 RCM: Moody's Assigns Ba2 CFR, Outlook Stable RANCHO CIELO: July 27 Hearing on Disclosure Statement REN-A-CENTER INC: Egan-Jones Cuts Senior Unsecured Ratings to BB RESHAPE LIFESCIENCES: BDO USA Resigns as Auditor REVLON INC: Egan-Jones Cuts Senior Unsecured Ratings to CCC- RIGHT ON BRANDS: Inks Deal With FMS to Develop Additional Franchise ROBERT STROUMPOS: Unsecureds Will Get 10% of Claims in 5 Years SALEM HARBOR: Unsecureds to Receive $175,000 Under Plan SALINE LODGING: June 2 Plan & Disclosure Hearing Set SCOTTSDALE PHYSICIANS GROUP: Files Bankruptcy Protection SINCLAIR BROADCAST: Egan-Jones Keeps CCC Senior Unsecured Ratings SONOCO PRODUCTS: Egan-Jones Hikes Senior Unsecured Ratings to BB+ SOUTHERN ILLINOIS UNIVERSITY: Moody's Hikes Rating on COPs to Ba1 SPG HOSPICE LLC: Files for Chapter 11 Bankruptcy Protection SPG HOSPICE: Files Emergency Bid to Use Cash Collateral SRC INTERNATIONAL: Chapter 15 Case Summary STERICYCLE INC: Egan-Jones Keeps B+ Senior Unsecured Ratings SUNSTONE HOTEL: Egan-Jones Keeps B+ Senior Unsecured Ratings SUNWAVE GAS: Chapter 15 Case Summary TC ENERGY: Egan-Jones Keeps BB+ Senior Unsecured Ratings TELEPHONE AND DATA: Egan-Jones Keeps B+ Senior Unsecured Ratings TITAN IMPORTS: Court OKs Deal on Cash Collateral Access TRANQUILITY GROUP: Objections to Sale of Ridgedale Resort Due May 2 TUPPERWARE BRANDS: Egan-Jones Cuts Senior Unsecured Ratings to BB- UNITED AIRLINES: Egan-Jones Hikes Senior Unsecured Ratings to B UNITED PROMOTIONS: Files for Bankruptcy Protection in Georgia UNITED TELEHEALTH: Files for Bankruptcy Protection VERANO RECOVERY: Unsecured Creditors Will be Paid in Full VINO CAFE: Unsecured Creditors to Get Nothing in Plan VOLUNTEER ENERGY: May Access $6.35MM of DIP Loan Thru May 20 VYAIRE MEDICAL: Moody's Cuts CFR to Caa2 & First Lien Debt to Caa1 WENDY'S CO: Egan-Jones Keeps B Senior Unsecured Ratings WESCO INTERNATIONAL: Egan-Jones Keeps B+ Senior Unsecured Ratings WHEEL PROS: Moody's Affirms 'B3' CFR & Alters Outlook to Negative WHITE RABBIT: Wins Cash Collateral Access Thru May 31 WOLVERINE WORLD: Egan-Jones Keeps B Senior Unsecured Ratings WYNN RESORTS: Egan-Jones Keeps CCC+ Senior Unsecured Ratings ZEN RESTORATION INC: Files for Bankruptcy Protection in Texas [^] BOND PRICING: For the Week from April 25 to 29, 2022 ********* 10193 FLANDERS: Fails to Provide Description of Asset ----------------------------------------------------- MidWestOne Bank, an Iowa banking corporation, successor-by-merger with Central Bank, objects to the First Amended Disclosure Statement of debtor 10193 Flanders LLC. Among other things, MidWestOne points out that Debtor fails to provide a description of the value of its lone asset. The Debtor entirely fail to provide any basis for Debtor's valuation of the Property. Debtor's Schedules identify the value of the Property as $696,000.00, plus personal property of $153.00, for total assets of $696,153.00. Nothing further is provided. This does not meet Debtor's burden. MidWestOne further points out that the Disclosure Statement fails to adequately describe the anticipated future of Debtor: * The Debtor's Disclosure Statement does not provide any indication as to the source of its information. Rather than indicate where the information is coming from, the Disclosure Statement fails to provide a single citation to the record, schedules and statements, pro formas, sources for the projections attached to the plan, business books and records, accountant information, bank statements, valuation of assets, or otherwise. Based on the lack of any credible or verified financial data and information, there is simply no way a hypothetical investor would be able to ascertain the source of the information provided in the Disclosure Statement, or whether or not that information might have some basis in fact. * The Disclosure Statement fails to provide any objective criteria for providing either an ongoing concern value of the collateral versus a forced liquidation of Debtor's lone asset, or any other number in between. The valuation methods (or lack thereof) employed by Debtor are simply insufficient for an "investor," as that term is used in 11 U.S.C. Section 1125 of the Code, to discern anything from the Disclosure Statement. MidWestOne further asserts that the Disclosure Statement fails to include anything more than a cursory liquidation analysis, based on unsupported information. The Debtor's liquidation analysis is based on nothing more than conjecture and summary conclusions. The Debtor asserts, without any supportable or verifiable facts, that unsecured creditors will receive nothing in liquidation. That may very well be true, but the Disclosure Statement should have some detailed analysis setting forth the assets of Debtor and the amount of each secured claim in a simple and easy to understand liquidation analysis beyond the cursory liquidation summary to the initial Disclosure Statement. MidWestOne complains that the Disclosure Statement fails to provide sufficient information to show Debtor's reorganization is viable and that the Plan is feasible. The Disclosure Statement provides no details of how Debtor proposes to resolve its obligations to MidWestOne in 2029. At best, the Disclosure Statement evidences Debtor's long-standing "plan" to not satisfy its obligations to MidWestOne. Counsel for the MidWestOne Bank: Garth G. Gavenda, Esq. Lindsay W. Cremona, Esq. ANASTASI JELLUM, P.A. 14985 60th Street North Stillwater, MN 55082 Tel: (651) 439-2951 E-mail: Garth.Gavenda@AJ-Law.com Lindsay.Cremona@AJ-Law.com About 10193 Flanders 10193 Flanders LLC is a Minnesota Limited Liability Corporation formed for the purpose of holding a real estate asset. The Debtor has operated as a single asset real estate entity since inception. 10193 Flanders filed a Chapter 11 petition (Bankr. D. Minn. Case No. 21-41779) on Oct. 5, 2021. 12TH & K ST. MALL: Seeks to Hire DMR Consulting as Accountant ------------------------------------------------------------- 12th & K St. Mall Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ DMR Consulting Group as accountant. The Debtor requires an accountant to prepare financial reports, including but not limited to, income and expense reports and financial statements. The firm will be paid a monthly flat fee of $1,375 and will be reimbursed for out-of-pocket expenses. Daniel Rutta, a partner at DMR Consulting Group, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Daniel Rutta DMR Consulting Group 378 Schuyler Avenue Kearny, NJ 07032 Email: dan@dmrconsultinggrp.com About 12th & K. St. Mall Partners 2th & K St. Mall Partners, LLC is a California limited liability company created on Nov. 12, 2003, as a real estate investment company. It currently owns and operates a mixed-use property located at 1020 12th St. Sacramento, Calif. On July 29, 2019, 2th & K St. Mall Partners transferred 8.1% equity ownership in the property to the Ziegelman Family Trust, which is not a member of the company. 2th & K St. Mall Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10061) on Jan. 6, 2022, disclosing up to $50 million in assets and up to $50 million in liabilities. Robert W. Clippinger, managing member, signed the petition. Judge Barry Russell oversees the case. Matthew D. Resnik, Esq., at Resnick Hayes Moradi, LLP serves as the Debtor's legal counsel. DMR Consulting Group and Valencia Tax Group are the Debtor's accountants. 1320 43RD STREET REALTY: Files for Chapter 11 Bankruptcy -------------------------------------------------------- Single Asset Real Estate 1320 43rd Street Realty LLC filed for chapter 11 protection in the Eastern District of New York. According to a court filing, 1320 43rd Street Realty LLC estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A teleconference meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for May 23, 2022 at 11:30 A.M. About 1320 43rd Street Realty 1320 43rd Street Realty LLC is a Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B)). 1320 43rd Street Realty LLC sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 22-40810) on April 19, 2022. In the petition filed by Zalmen Reisz, as managing member, 1320 43rd Street Realty LLC listed estimated assets between $1 million and $10 million and estimated liabilities up to $50,000. The case is assigned to Honorable Bankruptcy Judge Nancy Hershey Lord. Scott Markowitz, of Tarter Krinsky & Drogin LLP, is the Debtor's counsel. 26 BOWERY LLC: Taps Robinson Brog as Legal Counsel -------------------------------------------------- 26 Bowery, LLC and 2 Bowery Holding, LLC received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Robinson Brog Leinwand Greene Genovese & Gluck P.C. as their legal counsel. The firm's services include: a. providing advice to the Debtors with respect to their powers and duties under the Bankruptcy Code in the continued operation of their business and the management of their property; b. negotiating with creditors of the Debtors, preparing a plan of reorganization and taking the necessary legal steps to consummate a plan, including, if necessary, negotiations with respect to financing a plan; c. negotiating with taxing authorities to work out a plan to pay tax claims in installments; d. preparing legal documents and appearing before the court; and e. performing all other legal services for the Debtors. The hourly rates charged by the firm's attorneys and paralegals are as follows: Shareholders $450 to $800 per hour Associates $410 to $500 per hour Paralegals $250 to $285 per hour The Debtors paid the firm $34,093, plus $3,476 for the filing fees. The firm holds a balance of $14,169 as retainer. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Fred B. Ringel, Esq. a partner at Robinson Brog Leinwand Greene Genovese & Gluck 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: Fred B. Ringel, Esq. Robinson Brog Leinwand Greene Genovese & Gluck P.C. 875 Third Avenue New York, NY 10022 Tel: (212) 603-6300 Email: fbr@robinsonbrog.com About 26 Bowery 26 Bowery, LLC is the owner of the real property and improvements located at 26 Bowery, New York. The property is a mixed-use commercial property located in Manhattan's Chinatown neighborhood. 26 Bowery and its affiliate, 2 Bowery Holding, LLC, filed their voluntary petitions for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 22-10412 and 22-10413) on March 31, 2022. Both reported as much as $10 million in both assets and liabilities at the time of the filing. Judge Martin Glenn oversees the case. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C. serves as the Debtor's legal counsel. 27646 TG: Court Approves Disclosure Statement --------------------------------------------- Judge Joseph G. Rosania, Jr., has entered an order approving the Disclosure Statement of 27646 T.G., LLC. A hearing for consideration of confirmation of the Plan, and any objections thereto, will be held on June 7, 2022 at 2:00 p.m., Courtroom B, United States Bankruptcy Court for the District of Colorado, U.S. Custom House, 721 19th Street, Denver, CO 80202. Any objection to confirmation of the Plan must be filed and served on or before May 25, 2022. On or before May 4, 2022, a certificate of mailing reflecting service of this Order, the Plan and Disclosure Statement, and the Ballot. Ballots for accepting or rejecting the Plan be submitted, in writing, by the holders of all claims or interests on or before May 25, 2022. Debtor must file a report regarding the submission of ballots accepting or rejecting the Plan on or before June 1, 2022. About 27646 T. G. 27646 T. G., LLC, filed a petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-15421) on Oct. 27, 2021, listing as much as $500,000 in both assets and liabilities. Judge Joseph G. Rosania Jr. oversees the case. The Debtor tapped the Law Office of Bonnie Bell Bond, LLC, as legal counsel. 2999TC ACQUISITIONS: Resolves HNGH Turtle's Counterarguments ------------------------------------------------------------ 2999TC Acquisitions, LLC, submitted a Second Amended Disclosure Statement describing Plan of Reorganization dated April 26, 2022. The Plan is a plan of reorganization. The Debtor shall continue its business after the Confirmation Date unless otherwise changed by the terms of the Plan. The Debtor owned approximately 2.47 acres of undeveloped land located at 2999 Turtle Creek Blvd. located in the City of Dallas, Texas. (the "Property"). The Debtor plans to develop all or part of the Property into a luxury hotel and residences and/or sell the Property to fund the Plan. The Debtor is pursuing all options to maximize the return to creditors. Earlier in this case, the Debtor contested actions taken by HNGH on October 29, 2021, which conveyed the Debtor's Property to the HNGH. The Debtor challenged the transfer and commenced an adversary proceeding against HNGH and others to avoid the transfer. The Debtor's challenges, and HNGH's counterarguments, were resolved in their entirety by that certain Agreed Order Regarding Motion to Lift Stay, Motion to Dismiss, Motion for Sanctions and Motion to Enforce Stay, (the "December Agreed Order"). In order to implement the Plan, the Debtor intends to seek the consent of HNGH to allow the Debtor to convey the Property to an affiliated special purpose entity which will obtain a loan to simultaneously pay off HNGH in accordance with the terms of the Agreed Orders, and to issue payments to holders of Allowed Claims in accordance with the terms of the Plan. In mid-March, 2022, the Debtor requested a modification of the Payoff Deadline in the December Agreed Order and such modification was stipulated and agreed to by HNGH. As a result a subsequent order was entered by the Court (the "March Agreed Order" and with the December Agreed Order, the "Agreed Orders") allowing the Debtor to have until May 30, 2022 to payoff HNGH. The Debtor intends to meet the obligations in both Agreed Orders. The Debtor made all required Consideration Payments under the December Agreed Order, and as of April 25, 2022, was not in Default under the March Agreed Order. The Debtor remains bound by the Agreed Orders, which are incorporated into the Plan. To the extent the Plan conflicts with any of the terms of the Agreed Orders, the Agreed Orders shall control. In order to satisfy its obligations under the Agreed Orders, the Debtor intends to convey its interest in the Property to a new single purpose entity that will obtain a loan and concurrently payoff HNGH and, as soon as reasonably practicable thereafter, fund the Plan payments described in the Plan. These agreements and orders have positioned the Debtor to be able to execute the Plan of Reorganization, and exit bankruptcy. The Debtor continues to operate its business as a debtor-in-possession. Currently the Debtor has no business operations but it does own an interest in real estate which it intends to utilize as part of the Plan. The Plan pays 50% to All Allowed Claims, within 12 months of the Effective Date of the Plan. No Insider Claims will be paid under the Plan until all other Claims are paid in accordance with the terms of the Plan. The total liabilities may vary depending on final Allowance of Claims. The Class 2 Allowed Secured Claims of HNGH Turtle Creek, LLC shall be treated in accordance with the terms of the Agreed Orders, and any modification to the treatment of HNGH's Allowed Class 2 Claim shall require the express written consent of HNGH. The Debtor intends to seek HNGH's consent to allow the Debtor to convey the Property to an affiliated entity that will obtain a loan to simultaneously payoff HNGH otherwise in accordance with the terms of the Agreed Orders and to fund payments to holders of Allowed Claims under the Plan. Like in the prior iteration of the Plan, Class 3 Allowed Unsecured Claims shall be paid 50% of such Allowed Claims in 12 equal monthly installments commencing on the first day of the first calendar month following the Payment in Full of Class 1 and 2 Claims and continuing on the first day of each month thereafter until paid as called for by the Plan. The Plan is a plan of reorganization. In order to implement the Plan, the Debtor intends to seek the consent of HNGH to allow the Debtor to convey the Property to an affiliated special purpose entity which will obtain a loan to simultaneously pay off HNGH in accordance with the terms of the Agreed Orders, and to issue payments to holders of Allowed Claims in accordance with the terms of the Plan. Upon the Confirmation Date, all property of the Debtor and its Estate shall vest in the Reorganized Debtor, subject to the Allowed Secured Claims described in the Plan. The Agreed Orders shall remain in full force and effect against the Reorganized Debtor, and the Reorganized Debtor shall be bound to the terms of the Agreed Orders as if it was the Debtor. If the Debtor or Reorganized Debtor fails to cause HNGH to be paid in full in accordance with the terms of the Agreed Orders, then HNGH shall be entitled to exercise all of its rights and remedies under the Agreed Orders. A full-text copy of the Second Amended Disclosure Statement dated April 26, 2022, is available at https://bit.ly/3vx85m0 from PacerMonitor.com at no charge. Attorneys for the Debtor: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main St., Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About 2999TC Acquisitions Dallas, Texas-based 2999TC Acquisitions, LLC filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 21-31954) on Oct. 29, 2021, listing up to $100 million in assets and up to $50 million in liabilities. Tim Barton, president of 2999TC Acquisitions, signed the petition. Judge Harlin Dewayne Hale oversees the case. Joyce W. Lindauer, Esq., serves as the Debtor's legal counsel. 85 FLATBUSH: TH Holdco's Plan to Pay Unsecureds in Full w/ Interest ------------------------------------------------------------------- TH Holdco, LLC, which holds debt secured by the assets of 85 RHO Hotel and 85 RHO Residential, submitted a Second Amended Disclosure Statement and Second Amended Plan for 85 Flatbush RHO and its Debtor Affiliates dated April 26, 2022. TH Holdco asserts that its Plan is better than the Debtors Amended Plan and the Debtors Original Plan. With respect to the Debtors Amended Plan, in TH Holdco's view, the TH Holdco Plan is better for, among other reasons, the following reasons: * TH Holdco asserts that the Debtors Amended Plan will not meet the feasibility requirement for confirmation. For instance, the Agreed Final Cash Collateral Order agreed to by the Debtors on notice and an opportunity to object and entered by the Bankruptcy Court in March 2021 acknowledges in Paragraph 14 of that Order that post-petition interest on the "Lender's claim will continue to accrue and additional charges pursuant to the Loan Documents. The extent to which the Lender Claim is a Secured Claim will be determined by the Court based on the value of the Lender's Collateral, and is subject to section 506(a) and (b) of the Bankruptcy Code, and to applicable non-bankruptcy law, provided, however, that the Debtor acknowledges and agrees that the Lender has a valid and enforceable lien on the Property." TH Holdco asserts that the Debtors' Amended Plan, however, is predicated on no post-petition interest being paid to TH Holdco. * If TH Holdco is the successful bidder, pursuant to its proposed plan, TH Holdco will pay Allowed General Unsecured Claims in Classes 6 (85 Flatbush RHO Hotel General Unsecured Claims) and 8 (85 Flatbush RHO Residential General Unsecured Claims) in full in Cash with interest. Unlike the Debtors Amended Plan, TH Holdco is funding an initial distribution pool for those unsecured creditors of $1.25 million so there will be an immediate and substantial distribution to those unsecured creditors. The remaining amount will be paid with interest within 12 months of the Effective Date including by funding from TH Holdco's ownership if needed to make sure there is sufficient funds to make that payment which payment will be guaranteed by a credit worthy affiliate of Ohana. In a separate Adversary Proceeding, 85 Flatbush Mezz LLC ("85 Flatbush Mezz" or "Mezz Lender") has asserted violations of the Intercreditor Agreement. TH Holdco has filed its answer and affirmative defenses in the Adversary Proceeding and denies that Mezz Lender is entitled to the relief it is seeking in the Adversary Proceeding. The Mezz Lender asserts that TH Holdco's ability to pursue an Auction will ultimately be negated by its challenge in the Adversary Proceeding. TH Holdco denies that the Mezz Lender's Adversary Proceeding has any merit or that the Mezz Lender is entitled to any relief, including any relief that would prevent the TH Holdco Plan or the Auction from proceeding. TH Holdco asserts that the Mezz's Lender's ongoing action to hinder and delay confirmation of the TH Holdco Plan and related matters are in violation of the Intercreditor Agreement. TH Holdco further notes that, to date, the Mezz Lender has not filed its own creditors plan in these Chapter 11 Cases and has not committed to any funding to pay Allowed Chapter 11 Administrative Expense Claims, Allowed Priority Claims, or other Allowed Claims, which would receive payments if the TH Holdco Plan is confirmed. TH Holdco asserts that its amended Plan is better for creditors than the Debtors Amended Plan and is feasible and confirmable. In particular, TH Holdco asserts that the payments to the 85 Flatbush RHO Hotel General Unsecured Creditors (Class 6) and 85 Flatbush RHO Residential General Unsecured Creditors (Class 8) are much quicker and are ultimately backed up by funding from Ohana, the ownership of TH Holdco. TH Holdco and Ohana would like to fund the remaining payments to general unsecured claims from cash flow of the property and do not at this time know the full amount which the Bankruptcy Court will ultimately allow as Allowed General Unsecured Claims in Class 6 (Hotels) and Class 8 (Residential). TH Holdco asserts that there is no requirement to pay general unsecured creditors in full in cash or escrow cash for them under the Bankruptcy Code. Debtors dispute these assertions as the Debtors assert that there has been no showing by TH Holdco as to (1) why there is a need for payment to General Unsecured Creditors to be paid in installments, (2) TH Holdco and Ohana's ability to fund Plan payments; (3) the escrow of Plan funding amounts required on the Closing and/or Effective Date of the Plan; or (4) creditor remedies in the event payments under the Plan are not funded. TH Holdco filed its answer and affirmative defenses to that Adversary Proceeding on April 4, 2022 and has propounded certain discovery on the Mezz Lender. Although TH Holdco believes that the Adversary Proceedings can be ruled upon promptly, a ruling on the Mezz Lender Adversary Proceeding is not a condition to confirmation of the TH Holdco Plan in TH Holdco's view. Further, TH Holdco disputes the Mezz Lender's position that the Confirmation Hearing, the Auction, or the Effective Date should be delayed due to pendency of the Adversary Proceeding or any appeal of any ruling in the Adversary Proceeding. TH Holdco further asserts that the Mezz Lender's position violates the Intercreditor Agreement and is meritless. Class 3 consists of the TH Holdco Secured Claim. The holder of the TH Holdco Secured Claim shall receive: * If the Hotel Property and/or Residential Property is sold to a party other than TH Holdco, Cash in an amount sufficient to satisfy the sum of the Allowed Class 3 Claim, together with all applicable prepetition and postpetition interest, costs and fees. Pending the Closing of the Sale Transaction, the holder of the Class 3 Claims shall retain its Lien on the Hotel and Residential Property. * If the Hotel and/or Residential Property is sold to TH Holdco pursuant to a TH Holdco Credit Bid, then TH Holdco shall receive the Hotel and/or Residential Property and any further distribution to which is it entitled to on its unsecured deficiency Claim if TH Holdco chooses to assert such unsecured deficiency Claim. In any event, TH Holdco preserves all of its rights and claims against all guarantors and non-Debtor parties. Class 6 consists of General Unsecured Claims against 85 Flatbush RHO Hotel. Each such holder shall receive a Cash in an amount equal to the amount of the Allowed claim, together with interest at the federal judgment rate, as follows: (i) an initial cash distribution on or about the Effective Date of such Claim's Pro Rata share of the $1.25 million TH Holdco Unsecured Claim Dedicated Fund, (ii) quarterly distributions thereafter of such Claim's Pro Rata share of 50% of the excess cash flow from operations of the Hotel Property and the Residential Property until such Claim is paid in full in Cash together with interest at the federal judgment rate on such Claim and (iii) if any amounts remain unpaid on such Claim as of the 12 month anniversary of the Effective Date, a final Cash payment in an amount sufficient to pay the remaining unpaid amount of such Claim in full in Cash together with interest at the federal judgment rate on such Claim from the TH Holdco Unsecured Claim Additional Funding. In the event that a Purchaser other than TH Holdco closes the Sale Transaction, payments to Class 6 General Unsecured Claims shall be paid by such Purchaser or the cash proceeds of such Purchaser's bid as provided in such Purchaser's Purchase Agreement. Class 8 consists of General Unsecured Claims against 85 Flatbush RHO Residential. Each such holder shall receive Cash in an amount equal to the amount of the Allowed Claim, together with interest at the federal judgment rate, as follows: (i) an initial Cash distribution on or about the Effective Date of such Claim's Pro Rata share of the $1.25 million TH Holdco Unsecured Claim Dedicated Fund, (ii) quarterly distributions thereafter of such Claim's Pro Rata share of 50% of the excess cash flow from operations of the Hotel Property and the Residential Property until such Claim is paid in full in Cash together with interest at the federal judgment rate on such Claim and (iii) if any amounts remain unpaid on such Claim as of the 12 month anniversary of the Effective Date, a final Cash payment in an amount sufficient to pay the remaining unpaid amount of such Claim in full in Cash together with interest at the federal judgment rate on such Claim from the TH Holdco Unsecured Claim Additional Funding. In the event that a Purchaser other than TH Holdco closes the Sale Transaction, payments to Class 8 General Unsecured Claims shall be paid by such Purchaser or the cash proceeds of such Purchaser's bid as provided in such Purchaser's Purchase Agreement. The Plan Fund shall be funded by (i) the TH Holdco Additional Consideration, (ii) the Sale Proceeds (if any), which shall be allocable to the Hotel Property and/or the Residential Property as set forth in the Purchase Agreement and (iii) the Debtors' Available Cash and shall be established upon the Closing Date. In addition, if TH Holdco acquires the Hotel Property and/or the Residential Property pursuant to the TH Holdco Credit Bid, TH Holdco shall fund the TH Holdco Unsecured Claim Dedicated Fund for the sole Pro Rata benefit of holders of Allowed General Unsecured Claims in Classes 6 and 8. TH Holdco shall also fund the remaining amounts sufficient to pay the Allowed Class 6 and Class 8 Unsecured Claims in full with interest as set forth in the treatment of those Classes from the TH Holdco Unsecured Claim Additional Fund. The Sale and Bid Procedures will provide for sufficient incremental bidding so that holders of Allowed General Unsecured Claims in Classes 6 and 8 will receive the same or greater treatment on account of their Allowed Claims, if a successful bidder other than TH Holdco acquires the Hotel Property and/or the Residential Property. A full-text copy of the Second Amended Disclosure Statement dated April 26, 2022, is available at https://bit.ly/37Vmqj0 from PacerMonitor.com at no charge. Counsel to TH Holdco LLC: Lauren Macksoud Charles E. Dorkey, III Sarah M. Schrag DENTONS US LLP 1221 Avenue of the Americas 25th Floor New York, New York 10020 Telephone: (212) 768-6700 Facsimile: (212) 768-6800 E-mail: lauren.macksoud@dentons.com charles.dorkey@dentons.com sarah.schrag@dentons.com Robert Richards (admitted pro hac vice) DENTONS US LLP 233 S. Wacker Drive Suite 5900 Chicago, IL 60606 Telephone: (312) 876-8000 Facsimile: (312) 876-7934 Email: robert.richards@dentons.com About 85 Flatbush RHO Mezz 85 Flatbush RHO Mezz LLC is the 100% owner of 85 Flatbush RHO Hotel LLC and 85 Flatbush RHO Residential LLC. RHO Hotel and RHO Residential collectively own the property located at 85 Flatbush Extension, Brooklyn, N.Y. The property is a 132,641-square-foot, 12-story, mixed use property consisting of a 174-room boutique hotel on the first six floors known as the Tillary Hotel Brooklyn, a 58,652-square-foot 64-unit luxury multi-family building and a 5,642-square-foot parking garage. The residential component of the property has nine studios, 26 one-bedroom units and 29 two-bedroom units. 85 Flatbush RHO Mezz and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-23280) on Dec. 18, 2020. In its petition, 85 Flatbush RHO Mezz disclosed between $50 million and $100 million in both assets and liabilities. Judge Robert D. Drain oversees the cases. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., is the Debtor's legal counsel. 87TH STREET LLC: Hires R.O.I. Properties as Real Estate Broker -------------------------------------------------------------- 87th Street, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ R.O.I. Properties, LLC to market and sell its real property located at 3914 N. 87th St., Scottsdale, Ariz. The firm will be paid a commission of 6 percent of the final sales price. Beth Jo Zeitzer, a partner at R.O.I. Properties, 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: Beth Jo Zeitzer R.O.I. Properties, LLC 2425 E. Camelback Rd., Suite 150 Phoenix, AZ 85016 Tel: (602) 319-1326 Email: bjz@roiproperties.com About 87th Street 87th Street, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-01168) on Feb. 28, 2022, listing up to $1 million in assets and up to $500,000 in liabilities. Judge Eddward P. Ballinger, Jr. oversees the case. Bradley David Pack, Esq., at Engelman Berger, PC serves as the Debtor's legal counsel. 99 SUTTON: Unsecureds to be Paid From Remaining Funds ----------------------------------------------------- 99 Sutton LLC submitted a Plan and a Disclosure Statement. General unsecured creditors are classified in Class 2 and will receive a pro-rata distribution of funds remaining after payment of administrative, priority, and secured creditors. Secured creditors are classified in Class 1 and they will be paid 100% of their allowed claims on the effective date of the Plan. The secured creditor will receive the net proceeds of a sale or refinance of the Property. Any deficiency shall be paid by Joseph Torres such that the secured creditor is paid in full. The Debtor shall fund the Plan by selling the Property or refinancing the mortgage. Under the Plan the Debtor shall retain a real estate broker and market the Property for sale or shall obtain a refinance of the mortgage. Attorneys for the Debtor: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. MORRISON TENENBAUM PLLC 87 Walker Street, Floor 2 New York, New York 10013 Telephone: (212) 620-0938 Facsimile: (646)390-5095 A copy of the Disclosure Statement dated April 20, 2022, is available at https://bit.ly/3MedJii from PacerMonitor.com. About 99 Sutton Brooklyn, N.Y.-based 99 Sutton, LLC filed a petition for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 21-43124) on Dec. 20, 2021, listing up to $50,000 in assets and up to $500 million in liabilities. Joseph Torres, member, signed the petition. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Morrison Tenenbaum, PLLC as bankruptcy counsel and Wachtel Missry, LLP as special real estate counsel. ACPRODUCTS HOLDINGS: Moody's Cuts CFR to B3 & Alters Outlook to Neg ------------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of ACProducts Holdings, Inc. (aka "Cabinetworks Group") to B3 from B2, the Probability of Default to B3-PD from B2-PD, the senior secured first lien term loan to B2 from B1 and the senior unsecured rating to Caa2 from Caa1. The rating outlook was revised to negative from stable. "The downgrade reflects our expectations of continued material, freight and labor cost inflation over the next twelve months that will negatively impact Cabinetworks' profitability," said Griselda Bisono, Moody's Vice President – Senior Analyst. "Since the initial rating in 2021 the company has underperformed relative to our initial expectations, resulting in significantly weaker credit metrics" added Bisono. Adjusted debt/ LTM EBITDA has increased to 9.6x as of December 31, 2021, up from an already high 8.1x following the company's leveraged buy-out in Q2 2021. The negative outlook reflects Moody's expectations that adjusted debt/EBITDA will remain high at above 7.0x over the next 12 to 18 months and that price increases implemented in 2021 will not be sufficient to fully offset higher input costs. Downgrades: Issuer: ACProducts Holdings, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured 1st Lien Bank Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: ACProducts Holdings, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE The B3 CFR reflects the highly discretionary nature of cabinets and the resulting variability in earnings for Cabinetworks through economic cycles. Furthermore, customer concentration with big box retailers exposes the company to sudden shifts in demand. The rating also considers the inflationary pressures of higher input costs on the business, specifically with respect to hardwood lumber, ocean freight and labor, which will continue to negatively impact margins over the next year. In addition to a more targeted focus on pricing, the company has invested in procurement initiatives and has exited the low margin direct to builder single-family business, which should help offset inflationary pressures longer-term. In addition, Cabinetworks' rating takes into account the company broad product portfolio, diverse channel distribution network and national scale. Cabinetworks' liquidity is expected to be good over the next 12 to 18 months and considers positive free cash flow of about $90 million in both 2022 and 2023. Liquidity is supported by a $250 million asset-based revolver due 2026 that is expected to remain largely available. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Cabinetworks operates with adjusted debt-to-EBITDA consistently below 5.5x, adjusted EBITA-to-interest consistently above 2.0x and adjusted free cash flow to debt consistently above 5.0%. The ratings could be downgraded if the company's adjusted debt-to-EBITDA is sustained above 6.5x, adjusted EBITA-to-interest falls below 1.0x, or the company experiences a deterioration in liquidity likely as a result of its aggressive financial policy. The principal methodology used in these ratings was Manufacturing published in September 2021. Cabinetworks Group, headquartered in Ann Arbor, MI, is a national manufacturer and distributor of kitchen and bathroom cabinetry. For the 12 months ended December 31, 2021, the company generated about $2.0 billion in revenue. ADVANTAGE LIMOUSINE: Unsecureds to Get Share of Income for 5 Years ------------------------------------------------------------------ Advantage Limousine, LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated April 25, 2022. The Debtor was incorporated on October 19, 2006. The Debtor is engaged in the ownership and operation of a transportation service. The Debtor dispatches vehicles from several companies in the surrounding area with the specific type of vehicle requested, including Ambassador Group of North America, LLC ("Ambassador Limousine"). The Debtor's Plan will be funded by the current and future income earned by the Debtor as well as settlement payments the Debtor receives from Keith Simmons, Jr. The Debtor proposes a reasonable Plan which is proposed in good faith and not by any means forbidden by law. This Plan provides for 1 class of priority claims, 1 class of general unsecured claims, and 1 class of equity security holders. Unsecured creditors holding allowed claims will receive a pro rata distribution of the Debtor's projected net disposable income payable over five years. This Plan also provides for the payment of administrative and priority claims under the terms to the extent permitted by the Code or by agreement between the Debtor and the claimant. Class 1 consists of Priority Tax Claims of Internal Revenue Service. The Internal Revenue Service filed a proof of claim in the amount of $8,715.88 of which $0.00 is entitled to priority status. Claimant will be paid its allowed priority claim in full, if any, within 5 years from the Petition Date, plus pre and post-confirmation interest accruing at the statutory rate, in equal monthly payments commencing 30 days from the Effective Date of the Plan. There is no prepayment penalty. Class 2 consists of General Unsecured Claims. The Debtor will pay its projected net disposable income for the period described in § 1191(c)(2) to pay claimants in this class with allowed claims. The Debtor presently projects this amount to be approximately $70,000-75,000. Claimants will be paid their pro rata share of the projected net disposable income without interest, in twenty quarterly payments with payments commencing on the start of the calendar quarter immediately following the Effective Date of Confirmation and continuing for a total of twenty consecutive quarters. In the event that this quarter starts less than 30 days after the entry of the Confirmation Order, payment shall not commence until the following quarter. Quarterly payments to Olympus Limo, Inc. will be made to the Subchapter V Trustee to be held in trust during the pendency of the ongoing appeal pending in the Second District Court of Appeal, styled Advantage Limousine, LLC v. Keith Simmons, Jr., et al., Case No.: 2D22-0257. If the appeal is decided in favor of Olympus Limo, Inc., and against the Debtor, the Subchapter V Trustee will disburse the payments held in trust. Any quarterly payments not yet made will then be sent directly to Olympus Limo, Inc. If the appeal is decided in favor of the Debtor, and against Olympus Limo, Inc., the Subchapter V Trustee will disburse the funds held in trust to the other general unsecured creditors not to exceed 100% of the claimants' allowed claims. Class 3 consists of Equity Security Holders of the Debtor. Equity will retain ownership in the Debtor post-confirmation. No distribution will be made to equity until such time as all payments in Class 2 have been made. Current equity will continue to manage the Debtor post-confirmation. The Plan will be funded by the continued operations of the Debtor as well as the settlement proceeds received by the Debtor. A full-text copy of the Plan of Reorganization dated April 25, 2022, is available at https://bit.ly/3y2mE2y from PacerMonitor.com at no charge. Attorney for Debtor: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Email: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com About Advantage Limousine Advantage Limousine, LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 22-00278) on Jan. 24, 2022, listing as much as $1 million in both assets and liabilities. The Debtor is represented by Buddy D. Ford, P.A. AGILON ENERGY: Disclosure Lacks Financial and Relevant Information ------------------------------------------------------------------ The Official Committee of Unsecured Creditors objects to the Debtors' Emergency Motion for Entry of an Order conditionally approving Disclosure Statement. In support of the Objection, the Committee respectfully states as follows: The Debtors, at the insistence of their secured lenders (the "Prepetition Secured Parties"), have proposed a Plan that cannot be confirmed as a matter of law, supported by a proposed Disclosure Statement that lacks the most basic financial and other relevant information necessary for general unsecured creditors to assess the Plan and what they may recover under the Plan versus a conversion of the cases or other option, in an informed fashion. The Debtors have also proposed confirmation and balloting/solicitation procedures (as set forth in the Motion and exhibits thereto) (the "Proposed Procedures") that are unreasonable and inappropriate. Importantly, the Committee has filed the pending Emergency Motion of the Official Committee of Unsecured Creditors for Entry of an Order Dismissing the Chapter 11 Cases or, Alternatively, Converting the Cases to Chapter 7 and Granting Related Relief (the "Motion to Dismiss") [Docket No. 665], which the Committee has requested be heard by the Court at the same time as the hearing on conditional approval of the Disclosure Statement and approval of the Proposed Procedures. As discussed in the Motion to Dismiss, under the present circumstances (unless the Prepetition Senior Secured Lenders offer a meaningful, fair and reasonable liquidation mechanism with adequate funding under the Plan), these Chapter 11 Cases should be dismissed under section 305(a) and 1112(b) of the Bankruptcy Code on several grounds, including that the Debtors are incapable of being rehabilitated, substantial administrative claims continue to mount, and the Prepetition Senior Secured Lenders' Plan, with its attendant significant costs and delays, will be nothing but a sham benefitting only the Prepetition Senior Secured Lenders (including through Plan releases and exculpation). In the Motion to Dismiss, the Committee introduced the defects and deficiencies that render the Plan unconfirmable and unable to meet multiple confirmation requirements. The history and current context of these chapter 11 cases are critical. With the important assistance of the Committee, the Debtors' main stated goals of the bankruptcy filing were reached, including the extremely successful sale of substantially all of the Debtors' assets (for a purchase price many millions of dollars higher than the stalking horse bid) and a settlement with their most material mechanic's lien holder ProEnergy. As a practical matter, the Chapter 11 Cases have been run primarily for the benefit of the Prepetition Senior Secured Lenders. The Committee vigorously supported and assisted with the marketing and sale process towards the collective goal of maximizing the value of and recovery from the Debtors' businesses and assets, which was in all stakeholders' interests. Now that the successful sale has been consummated (the closing occurring on February 28, 2022), the Prepetition Senior Secured Lenders have caused the Debtors to file a liquidating Plan that will provide them, and no other creditors, with material benefits. The Plan will provide for a distribution of remaining funds to the secured creditors, fund a wind-down to address post-closing issues for their benefit, and provide other benefits including releases and exculpations for the Prepetition Senior Secured Lenders. While the Plan also contemplates that Hugh Smith Advisors LLC (the current CRO) will be the Plan Adminstrator and will retain and pursue the Retained Claims and Causes of Action, the funding in the amount of $533,750 to be provided to the Plan Administrator (the "Post-Effective Date Funding") is patently inadequate for the Plan Administrator to administer the claims, wind down the estates, and properly investigate and pursue the Retained Claims and Causes of Action. While the Committee believes that such inadequacy is clear under the circumstances, there is no relevant information at all in the Disclosure Statement as to the Wind-down Budget and the Plan Administrator Expense Reserve Amount, how they will be specifically used, and what will specifically happen in case of any shortfalls. Nor are there any estimates of Allowed Administrative Claims and valid Administrative Claims that may not be Allowed, Adequate Protection Claims or Residual Sales Proceeds; there is no Plan waterfall recovery analysis or liquidation analysis either. Rather than provide meaningful funding, which is reasonable, customary and necessary for any successful litigation or settlements for the benefit of general unsecured creditors, the Prepetition Senior Secured Lenders' position is that no specific funding is necessary because purportedly capable contingency counsel can be hired to pursue the estate's claims. Without any funding to properly function, however, the contribution of the Retained Claims and Causes of Action free and clear of the Prepetition Senior Secured Lenders' liens is essentially a sham to make it appear that general unsecured creditors will benefit from the Plan. Given the Bankruptcy Code's goal of fair, ratable recovery for creditors, a chapter 11 case should not be completely run for the benefit of the secured creditor in a case. Here, the Prepetition Senior Secured Lenders have greatly benefitted from a going concern sale result that could not have been achieved outside of a chapter 11 process and will be the only parties to benefit by confirmation of a plan rather than a dismissal or conversion of the case to chapter 7. Indeed, the Prepetition Senior Secured Lenders will be obtaining broad Plan releases from creditors who will be getting nothing under the Plan. Rather than allowing reasonable funding for the Plan Administrator Expense Reserve so that there is a reasonable, equitable pathway for general unsecured creditors to obtain some recovery, the Prepetition Senior Secured Lenders are interested in only providing window dressing of a viable plan. With no meaningful funding, it is effectively a non-starter, thus leaving general unsecured creditors with no real prospect of any recovery whatsoever under the Plan. These circumstances alone justify the Court's rejection of the Disclosure Statement. In addition to the foregoing, the Disclosure Statement also has material defects and glaring deficiencies, including (i) a lack of basic information concerning the potential distributions to general unsecured creditors in impaired Class 5; (ii) a lack of basic information required for creditors and the Court to evaluate the feasibility of the Plan, given the failure to include or attach such basic disclosure statement exhibits as a liquidation analysis; and (iii) with respect to the blanket Debtor and third party releases under the Plan, (a) any meaningful description of what claims are being released by the Debtors and the value thereof, (b) a comprehensible explanation of how the proposed residual value waterfall will work, with reasonable dollar estimates, and (c) whether the consideration to be provided by the Released Parties under the Plan justifies the releases they will be receiving. Further, there are several problems with the Proposed Procedures including an unreasonably short voting and confirmation hearing timeline, considering that the key financial and other Plan exhibits and documents have not yet been filed and will likely not be filed any earlier than shortly prior to the proposed voting deadline. The time for review after the date of submission of the requisite information and documents will be unreasonably short, favoring the Debtors and the Prepetition Senior Secured Lenders and confirmation of their sham Plan. In short, the Debtors and the Prepetition Senior Secured Lenders are trying to hide the ball until too late in the Plan process as to what general unsecured creditors will likely and/or should recover under the proposed Plan, thereby confusing creditors (who are being asked to vote on the Plan and provide blanket third party releases) and effectively disenfranchising them. For the foregoing reasons and those discussed below, the Debtors' Motion should be denied, and the Disclosure Statement should not be approved pursuant to Section 1125. Counsel for the Official Committee of Unsecured Creditors: Michael D. Warner, Esq. Benjamin L. Wallen, Esq. PACHULSKI STANG ZIEHL & JONES LLP 440 Louisiana Street, Suite 900 Houston, TX 77002 Telephone: (713) 691-9385 Facsimile: (713) 691-9407 Email: mwarner@pszjlaw.com bwallen@pszjlaw.com - and - Jeffrey N. Pomerantz, Esq. Ira D. Kharasch, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 Email: jpomerantz@pszjlaw.com - and - Robert J. Feinstein, Esq. PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 34th Floor New York, NY 10017 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 Email: rfeinstein@pszjlaw.com About Agilon Energy Holdings II Texas-based power producer Agilon Energy Holdings II, LLC and its affiliates, Victoria Port Power LLC and Victoria City Power LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-32156) on June 27, 2021. At the time of the filing, Agilon had between $100 million and $500 million in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Locke Lord, LLP as legal counsel, Grant Thornton, LLP as financial advisor and Hugh Smith Advisors, LLC as restructuring advisor. Hugh Smith of Hugh Smith Advisors serves as the Debtors' chief restructuring officer. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on July 30, 2021. Pachulski Stang Ziehl & Jones, LLP serves as the committee's legal counsel and Conway MacKenzie, LLC, its financial advisor. AGILON ENERGY: Unsecured Creditors to Recover Up to 1% in Plan -------------------------------------------------------------- Agilon Energy Holdings II, LLC, et al., filed with the U.S. Bankruptcy Court for the Southern District of Texas a Combined Disclosure Statement and Joint Chapter 11 Plan dated April 25, 2022. The Debtors were in the business of providing gas-fired peaking electric energy to the Electric Reliability Council of Texas ("ERCOT") market. The Debtors owned and operated two power facilities located near Victoria, Texas: Victoria Port Generation Station ("Victoria Port Facility") and Victoria City Generation Station ("Victoria City Facility" and together with Victoria Port, the "Facilities"). The Debtors' combustion turbine engines were isolated from the ERCOT grid at one Facility due to a transmission outage, and both Facilities faced operating constraints due to the extreme low temperatures. Unable to generate all of the electricity that they were contractually obligated to provide during the cold weather event, the Debtors were forced to incur additional liabilities for a large amount of purchased power that were beyond their ability to pay, which led to the termination of the Debtors' supply and purchase agreements and, ultimately, to the filing of these Bankruptcy Cases. The Asset Sale Motion and Sale Order On December 17, 2021, the Court entered an order granting the Bid Procedures Motion, which approved, among other things, certain procedures (the "Bidding Procedures") to govern the sale and auction of the assets of the Debtors. (the "Bidding Procedures Order"). At the conclusion of the auction, in consultation with the Consultation Parties, the Debtors determined, in their business judgment that TXCR Acquisition Co., LLC ("TXCR" and together with any affiliates or successors in interest, the "Buyer") was the Successful Bidder, with a purchase price of $75,500,000.00 and on the terms and conditions of its final bid at the auction. Texas Peaker Power II, LLC was named the Back-Up Bidder, with a final bid of $73,908,400.00 and on the terms and conditions of its final bid at the auction. On February 9, 2022, the Bankruptcy Court entered the Sale Order approving the sale of substantially all of the Debtors' assets to the Buyer for a purchase price of $75,500,000.00, subject to final adjustment under the Asset Purchase Agreement. On February 28, 2022, the sale closed, and limited distributions of Sale Proceeds were made in accordance with the provisions of the Sale Order and the Final DIP Order, including repayment of the DIP Facility, payment of outstanding ad valorem property taxes to the appropriate taxing authorities, and funding the Professional Fee Account. Class 5 consists of General Unsecured Claims. Such Holder shall receive, in full and final satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim, a pro rata Distribution from the proceeds of the Retained Claims and Causes of Action, if any, as soon as reasonably practical on or after the later of (a) the Effective Date, and (b) the date such General Unsecured Claim becomes an Allowed Claim. For the avoidance of doubt, the Holder of a Prepetition Senior Secured Deficiency Claim shall share in such pro rata Distribution of the proceeds of the Retained Claims and Causes of Action, if any. Creditors will recover 0% to 1% of their claims. Class 5 General Unsecured Claims are impaired under the Plan. On the Effective Date, all Interests in each of the Debtors shall be deemed cancelled and of no further force or effect. Holders of Interests shall neither retain nor receive any property under the Plan on account of such Interests. The Plan will be funded by the Cash Collateral of the Prepetition Senior Secured Parties in accordance with the Wind-down Budget and by the contribution to the Estates by the Prepetition Senior Secured Parties of the Retained Claims and Causes of Action otherwise subject to their Adequate Protection Claims and liens. A full-text copy of the Combined Disclosure Statement and Plan dated April 25, 2022, is available at https://bit.ly/3EW5t3U from Stretto, the claims agent. Attorneys for the Agilon Energy Holdings II LLC, et al.: Elizabeth M. Guffy, Esq. Simon R. Mayer, Esq. LOCKE LORD LLP 600 Travis St., Suite 2800 Houston, TX 77002 Telephone: (713) 226-1200 Facsimile: (713) 223-3717 Email: eguffy@lockelord.com simon.mayer@lockelord.com About Agilon Energy Holdings II LLC Texas-based power producer Agilon Energy Holdings II, LLC and its affiliates, Victoria Port Power LLC and Victoria City Power LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-32156) on June 27, 2021. At the time of the filing, Agilon had between $100 million and $500 million in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Locke Lord, LLP as legal counsel, Grant Thornton, LLP as financial advisor and Hugh Smith Advisors, LLC as restructuring advisor. Hugh Smith of Hugh Smith Advisors serves as the Debtors' chief restructuring officer. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on July 30, 2021. Pachulski Stang Ziehl & Jones, LLP serves as the committee's legal counsel and Conway MacKenzie, LLC, its financial advisor. AIR CANADA: Egan-Jones Keeps CCC Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company on March 21, 2022, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Air Canada. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Montreal, Canada, Air Canada provides domestic and international carrier services. ALI BABA ORGANIC: Files Bankruptcy Protection in New York --------------------------------------------------------- Ali Baba Organic Inc., d/b/a Ali Baba Organic Marketplace, filed for chapter 11 protection in the Southern District of New York. According to a court filing, Ali Baba Organic Inc. estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A teleconference meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for May 27, 2022 at 1:00 PM at the Office of UST. About Ali Baba Organic Inc. Ali Baba Organic Inc. is a New York-based organic products retailer. Ali Baba Organic Inc. doing business as Ali Baba Organic Marketplace, sought filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 22-10503) on April 22, 2022. In the petition filed Levent Ali Yildiz, as president, Ali Baba Organic Inc. listed estimated assets between $500,000 and $1 million and estimated liabilities between $100,000 and $500,000. The case is assigned to Honorable Bankruptcy Judge Lisa G Beckerman. Douglas J. Pick, of Pick & Zabicki LLP, is the Debtor's counsel. ALL WHEEL DRIVE: Amends Several Secured Claims Pay Details ---------------------------------------------------------- All Wheel Drive Tuning, Inc., submitted an Amended Small Business Plan of Reorganization dated April 26, 2022. This Plan is intended to deal with all Claims and Debts against the Debtor of whatever character whether or not contingent or liquidated and whether or not allowed by the Court pursuant to Section 502(a) of the Code and all Claims and Debts will receive the treatment afforded in this Plan. Claims and Debts incurred by the Debtor post-petition in the ordinary course of business will be paid by the Debtor according to their terms as they come due. Class 2 Claimant (Allowed Secured Ad Valorem Tax Claims) are impaired and shall consist of holders of claims for unpaid personal property ad valorem taxes due prior to the Confirmation Date, with interest thereof from the Petition Date through the Confirmation Date at the statutory rate (the "Class 2 Claim"). The Class 2 Claims of Denton County, estimated in the amount of $526.92, shall be paid in full, on the Effective Date. The claims of Lewisville ISD, estimated in the amount of $2,738.41. Lewisville ISD will receive payment of its claim over a term of months calculated to pay it in full no later than the fifth anniversary of the petition date. These payments will include interest that accrues from the petition date through the effective date and from the effective date through payment in full at the state statutory rate of 1% per month and 12% per annum. Lewisville ISD's administrative expense claim is a debt incurred in the ordinary course of business that will be paid in the ordinary course of business prior to the state law delinquency date without Lewisville ISD filing and serving an administrative expense claim and request for payment as a condition of allowance pursuant to 11 U.S.C. Section 503(b)(1)(D). Class 3A consists of the Allowed Secured Claim of Frost Bank. The Class 3A Claimant shall retain its liens in the Class 3A Collateral, which liens shall secure the Class 3A Claim, as set forth in the Class 3A Documents. The Class 3A Claim shall be allowed in the amount of $79,666.37, less principal payments made post petition (the "Class 3A Claim"), and shall accrue interest at the contract rate in the Class 3A Documents of 6.84% per annum, and be paid in full in 60 equal monthly installments amortizing the Class 3A Claim, beginning 30 days following the Final Confirmation Date. Class 3E consists of the Allowed Secured Claim of Texas Workforce Commission. The Class 3E Claimant has filed a claim in the total amount of $4,729.34 (the "Class 3E Claim"), relating to certain pre-petition taxes due by the Debtor to the Class 3E Claimant and secured by a State of Texas tax lien. The Class 3E Claim shall be allowed in the amount of $4,729.34 and shall accrue interest at the rate of 5% per annum, and be paid in full in 40 equal monthly installments amortizing the Class 3E Claim, beginning 30 days following the Effective Date. The Debtor estimates that the monthly payment on the Class 3E Claim will be $129.00. The Class 3E Claimant is impaired under the Plan. The Amended Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 4 consists of (i) Allowed Unsecured Claims against the Debtor in amounts equal to or less than $5,000 and (ii) the holders of unsecured claims who elect to reduce their claim to $5,000 (and to waive the remainder) and who thereby consent to being treated as a Class 4 Claim. The Debtor shall pay to Class 4 Claimants a total of 20% of their Allowed Class 4 Claim in 10 monthly installments, beginning 30 days after the later of the Effective Date or the date the Class 4 Claim is allowed. Payment of Allowed Class 4 Claims shall be in full and final satisfaction of all claims held by holders of Class 4 Claims. The Debtor estimates that the creditors qualifying or electing to be treated as Class 4 Claimants will aggregate an approximate amount of $7,700. The Class 4 Claimants are impaired under the Plan. * All Allowed Unsecured Claims which are greater than $5,000 shall be deemed to be a Class 5 Claim and treated as such under the Plan unless the holder of such claim elects to be treated as a Class 4 claim. The asserted Class 5 Claims are estimated to total approximately $530,000. The Debtor shall pay to Allowed Class 5 Claimants, a total of 10% of Allowed Unsecured Class 5 Claims, in 20 equal quarterly payments, beginning 30 days following the later of the Effective Date or the date of the entry of a Final Order allowing the Class 5 Claim and on a quarterly basis thereafter, through the Plan Term. * The existing shareholders of the Debtor shall retain their interest in the Debtor under the Plan. Debtor's shareholders have agreed to forego payment of their claims against the Debtor and to contribute funds to the Reorganized Debtor to the extent necessary for the Debtor to remit the funds necessary to pay Class 1, Class 2, Class 3, Class 4 and Class 5 Claims. On or before the date of Final Confirmation or the Effective Date, as this Plan provides, the Debtor will transfer to the Disbursing Agent funds sufficient to make the payments required by this Plan. The Disbursing Agent shall be the Reorganized Debtor. The Reorganized Debtor will fund the plan obligations through future sales revenue and will continue to be owned and operated by Mary and Keith Fields. A full-text copy of the Amended Plan of Reorganization dated April 26, 2022, is available at https://bit.ly/3LCq9AK from PacerMonitor.com at no charge. Counsel for the Debtor: Susan B. Hersh P.C. 12770 Coit Road, Suite 850 Dallas, Texas 75251 Tel: (972) 503-7070 Fax: (972) 503-7077 E-mail: susan@susanbhershpc.com About All Wheel Drive Tuning All Wheel Drive Tuning, Inc., owns and operates an automotive repair and maintenance facility specializing in high performance Subaru vehicles. The business suffered reduced demand and associated revenue due to the economic downturn and depressed business environment resulting from the COVID-19 pandemic. All Wheel Drive Tuning sought protection under Chapter 11 (Bankr. E.D. Tex. Case No. 21-40790) on May 27, 2021. On the Petition Date, the Debtor estimated between $100,001 and $500,000 in assets and between $500,001 and $1,000,000 in liabilities. Larry Keith Fields, president, signed the petition. Judge Brenda T. Rhoades oversees the case. SUSAN B. HERSH, P.C., is the Debtor's counsel. ALLEN DWARD CROSTHWAIT: May 2 Hearing on Sale of Houston Property ----------------------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi will convene a hearing on May 2, 2022, commencing at 10:30 o'clock a.m., to consider Allen Edward Crosthwait's sale outside the ordinary course of business of the real property that was formerly the residence of his mother consisting of a house and surrounding approximately 23 acres of land located at 808 South Jackson Street, in Houston, Mississippi, to Brett Dendy for $125,000. The hearing will be conducted telephonically. All attorneys, parties, and other interested parties appearing should follow the dial-in instructions below: 1. Complete the dial-in instructions at least 5 minutes prior to the time of the hearing. 2. Dial 877-336-1829, and, when prompted, enter number 5667710#; 3. Once you are connected to the call, identify yourself by stating your name; 4. Once your telephonic presence is acknowledged by the Courtroom Deputy, please mute your phone until further notice from the Court; and 5. Do not place the call on hold at any time during the call as this may lead to disturbing noises for the other call participants. Should you experience difficulties connecting to the telephonic hearing, please contact the Clerk's Office at 662-369-2596. The Counsel for the Debtor will immediately provide a copy of the 2nd Amended Motion to Sell and the Order to all creditors and parties-in-interest as listed on the creditor matrix on file with the Clerk of Court and file an accompanying certificate of service Allen Edward Crosthwait sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 21-10391) on March 2, 2021. ALLEN EDWARD CROSTHWAIT: May 2 Hearing on Sale of Chickasaw Asset ----------------------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi will convene a hearing on May 2, 2022, commencing at 10:30 o'clock a.m., to consider Allen Edward Crosthwait's sale outside the ordinary course of business of approximately 560 acres located in Chickasaw County, Mississippi, to Alexander Holding Co., LLC, for $1.68 million. The hearing will be conducted telephonically. All attorneys, parties, and other interested parties appearing should follow the dial-in instructions below: 1. Complete the dial-in instructions at least 5 minutes prior to the time of the hearing. 2. Dial 877-336-1829, and, when prompted, enter number 5667710#; 3. Once you are connected to the call, identify yourself by stating your name; 4. Once your telephonic presence is acknowledged by the Courtroom Deputy, please mute your phone until further notice from the Court; and 5. Do not place the call on hold at any time during the call as this may lead to disturbing noises for the other call participants. Should you experience difficulties connecting to the telephonic hearing, please contact the Clerk's Office at 662-369-2596. The Counsel for the Debtor will immediately provide a copy of the 2nd Amended Motion to Sell and the Order to all creditors and parties-in-interest as listed on the creditor matrix on file with the Clerk of Court and file an accompanying certificate of service Allen Edward Crosthwait sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 21-10391) on March 2, 2021. ANGEL'S SQUARE: CNB Says Plan Unconfirmable ------------------------------------------- Secured creditor City National Bank of Florida submitted an objection with respect to the Debtor's Second Amended Plan of Reorganization filed by Angel's Square, Inc., dated April 5, 2022. CNB points out that the Plan is unconfirmable because of its treatment of CNB's Claim as "unimpaired" under 11 U.S.C. Sec. 1124, which treatment improperly deprives CNB of a right to vote on the Plan. The Plan is proposing to pay creditors claims from the Escrow Funds before CNB is paid in full. Any alteration to a creditor's contractual rights, however minor (and even if the creditor is paid in full after confirmation), renders the creditor's claim impaired under section 1124. (creditor impaired by plan that paid 100% of its claim conditioned on continuation of business relationship with debtor). Tellingly, the Debtor seeks to disallow CNB's Claim by objecting to claimant's attorney's fees, notwithstanding its contractual rights. In short, the Plan proposes to both alter CNB's legal, contractual, and equitable rights, while simultaneously denying CNB's right to vote on the Plan. CNB further points out the Plan provides for the release and turnover by CNB of approximately $32,412.73, ("Escrow Fund") held in an escrow account within 5 days of the Effective Date of the Plan, however, payment of CNB's secured claim in Class 1 is not proposed to be paid under the Plan until 10 days after the Effective Date. Accordingly, CNB objects to the release of the Escrow Fund until such time as CNB is paid in full its secured claim and any other fees and costs due under its loan documents on account of its claim. As such, the Plan is unconfirmable because it purports to use funds held by CNB to pay other creditors' claims. CNB complains that the funding and distributions proposed to creditors would not take place until 10 days from the Effective Date. On April 19, 2022, the Debtor filed Debtor's Motion to Extend Time to File Proponent's Report and Confirmation Affidavit [ECF No. 156] wherein it states that it needs until April 26, 2022 (the day before confirmation) to obtain confirmation from the Lender that all conditions precedent have been satisfied. As such, there are no assurances that the loan will be closed and funded after confirmation thereby leaving the creditors in limbo. As such, confirmation of the Plan may be followed by the need for further financial reorganization of the Debtor and thereby fails to meet the feasibility test under section 1129(a)(11) of the Bankruptcy Code. According to CNB, it is not clear whether the amounts sought under the loan are sufficient to cover the payment of all administrative, priority and secured claims in this case. The Debtor fails to attach any liquidation analysis or waterfall to show distribution of the loan proceeds. Attorneys for the City National Bank: Paul J. Battista, Esq. Mariaelena Gayo-Guitian, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 Southeast Second Street, Suite 4400 Miami, Florida 33131 Telephone: (305) 349-2300 Facsimile: (305) 349-2310 E-mail: pbattista@gjb-law.com mguitian@gjb-law.com About Angel's Square Fort Lauderdale, Fla.-based Angel's Square, Inc. is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Angel's Square sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-13576) on April 15, 2021. Fernando D. Gill, registered agent, signed the petition. In its petition, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Judge Peter D. Russin oversees the case. Behar Gutt & Glazer, P.A., is the Debtor's legal counsel. ANGEL'S SQUARE: Lender Seeks to Prohibit Cash Collateral Access --------------------------------------------------------------- City National Bank of Florida asks the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, to prohibit Angel's Square, Inc. from using its cash collateral due to the Debtor's failure to make adequate protection payments for February, March, and April 2022 for a total of $22,772. Prior to the Petition Date, the Debtor and its affiliate, Las Americas Bakery of Coral Ridge, Inc., d/b/a Las Orquideas Restaurant, executed and delivered (i) a Promissory Note, dated October 12, 2018, to the Lender in the original aggregate principal amount of $1,100,000, (ii) a Mortgage, Assignment of Rents and Security Agreement, dated October 12, 2018, by the Debtor in favor of the Lender and recorded in the Public Records of Broward County, Florida, on October 18, 2018, which Mortgage grants the Lender a first lien on the Property and personal property. In addition, the Debtor executed an Absolute Assignment of Leases, Rents and Licenses dated October 12, 2018, in favor of the Lender, which was recorded in the Public Records of Broward County, Florida on November 8, 2018, granting the Lender an unconditional, absolute and present assignment of all of the Debtor's right, title and interest in and to the Leases and Rents. In connection with the foregoing, the Lender is holding $32,413 in escrow from the closing proceeds to which it asserts a security interest. The Lender perfected its liens on the Debtor's assets and cash collateral by and through the Mortgage, the Absolute Assignment and the filing of a Uniform Commercial Code in Florida under UCC Number 201806820771. As of the filing of the Motion, the approximate outstanding balance of the Note is $1,107,197, plus attorney fees and costs in excess of $85,000. According to CNB, as of the Petition Date, the Debtor was unconditionally indebted to the Lender in the aggregate original principal amount of $1,100,000, plus accrued, and unpaid interest. Meanwhile, the Debtor scheduled CNB as a creditor holding an undisputed secured claim in the aggregate amount of $980,000. In connection with the Cash Collateral Orders entered in the case, the Debtor prepared a monthly budget that reflects income from the three tenants at the Property: (i) Las Americas Bakery of Coral Ridge d/b/a Las Orquideas Restaurant; (ii) Ho Lam, Inc., d/b/a Kaizen Sushi Bar & Grill and (iii) Shipping Express, LLC d/b/a Multiservicios Las Orquideas of no less than $12,053 per month. CNB finds it troublesome and unclear what the Debtor is doing with CNB's cash collateral given it is not making the monthly adequate protection payments required under the Loan Documents and Cash Collateral Order. Additionally, upon information and belief, the Debtor has issued two checks to Lighthouse that have bounced due to insufficient funds that were later replaced with new checks. Moreover, the Debtor has failed to comply with U.S. Trustee Chapter 11 Guidelines and Reporting Requirements by, among other things, failing to timely file its Monthly Operating Reports. A copy of CNB's motion is available at https://bit.ly/3xTqIlp from PacerMonitor.com. About Angel's Square Fort Lauderdale, Fla.-based Angel's Square, Inc., is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Angel's Square sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-13576) on April 15, 2021. Fernando D. Gill, registered agent, signed the petition. In its petition, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Judge Peter D. Russin oversees the case. Behar Gutt & Glazer, P.A. is the Debtor's legal counsel. Genovese Joblove & Battista, PA represents City National Bank of Florida, secured creditor. APPALACHIAN BASIN: Asset Sale Proceeds to Fund Plan --------------------------------------------------- Appalachian Basin Capital, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Ohio a Plan of Reorganization dated April 25, 2022. Appalachian Basin Capital was started in 2006 to own and operate the commercial property located at 227 Market Avenue N., Canton, Ohio. It had two long-term tenants, Rite Aid and Power Systems, which generated approximately $14,000 monthly triple-net rents. The Debtor believed that the chapter 11 filing was the best way to give it time to find new tenants for its Market Avenue and Court Avenue properties, for the Brewery to rehabilitate its business or for the Debtor to rent the brewery as a turn-key operation to a new tenant and return to profitability. Unfortunately, the Debtor has not found new tenants its 227 Market Ave. property and intends to sell that property through the Plan. The primary objectives of the Plan are: (a) liquidate the Debtor's assets for the best price possible; (b) to maximize the value of the ultimate recoveries to all creditors on a fair and equitable basis; and (c) to settle, compromise or otherwise dispose of certain claims and interests on the terms that the Debtor believes to be fair and reasonable and in the best interests of its estate and creditors. The Plan provides for, among other things: (a) the cancellation of certain indebtedness in exchange for cash or other property of the Debtor, (b) the assumption or rejection of executory contracts and unexpired leases to which the Debtor is a party, and (c) sale of property to pay obligations the Debtor owes to certain secured and creditors. Pursuant to 11 U.S.C. § 363(b) and (f) the Debtor intends to sell one of its real property holdings and personal property as follows to fund payments to Class A-1, and then to Allowed Administrative Claims, Allowed Priority Claims, and then to Allowed Class B Claims under this Plan: (i) 227 Market Ave., N., Canton, Ohio, Stark County parcel no. 244588 ("Parcel 1"); (ii) the Debtor's brewing and restaurant equipment (the "Equipment"); and (iii) the Debtor's miscellaneous furniture, fixtures, and equipment (the "Misc. FF & E" and together with Parcel 1 and the Equipment, the "Sale Assets"). The Sale Assets will be sold pursuant to that letter of intent between the Debtor and its stalking horse bidder Paul Daley (the "Buyer"), dated April 21, 2022, or the highest and best offer received by the Debtor before July 31, 2022. The Buyer is unrelated to the Debtor. The Debtor has sought to retain Hayes Realty to market the Sale Assets to obtain the highest and best price for the Sale Assets. The holder of the Allowed Secured Claim in Class A-1 (Consumers) shall receive the following in full satisfaction of the Debtor's obligation under that certain promissory note dated February 27, 2015 (the "Note"): * The Debtor will pay the balance owed on the Secured Claim in the total amount of Nine Hundred Eighty-nine Thousand Three Hundred Eighty Two and 42/100 ($989,382.42), less all adequate protection payments made by the Debtor, on the following terms. * Consumers will be paid the proceeds of the sale of Consumer's collateral located at 227 Market Ave., N., Canton, Ohio. * The remainder of the Debtor's obligations under the Note shall be treated as a Class B Claim. * All other terms of the prepetition loan documents in effect on the Petition Date shall remain in full force and effect. Each holder of a Class B Allowed Claim, General Unsecured Claims, shall receive in full satisfaction of its Allowed Class B Claim its pro rata share of Distributable Cash from the Debtor. The payment under this Plan to holders of Allowed Class B Claims shall be made as soon as practicable after the closing of the sale of the Debtor's unencumbered property. The Debtor anticipates that it will have sufficient funds to make all of the distributions to holders of Administrative Claims and Priority Tax Claims, if any, on the Effective date. The funds for such distributions and funds for distributions to holders of Allowed Class B Claims will come from the proceeds of the sale of the Debtor's Sale Assets and proceeds of Avoidance Actions and other actions, if any. A full-text copy of the Plan dated April 25, 2022, is available at https://bit.ly/3LuSRDw from PacerMonitor.com at no charge. Counsel for the Debtor: Anthony J. DeGirolamo, Esq. 3930 Fulton Dr., Ste. 100B Canton, OH 44718 Telephone: (330) 305-9700 Facsimile: (330) 305-9713 Email: tony@ajdlaw7-11.com About Appalachian Basin Capital Appalachian Basin Capital, LLC, a company in Canton, Ohio, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-60052) on Jan. 24, 2022, listing up to $1 million in assets and up to $10 million in liabilities. David Beule, member, signed the petition. Judge Russ Kendig oversees the case. The Debtor tapped Anthony J. DeGirolamo, Esq., as legal counsel and The Phillips Organization as accountant and financial advisor. AR TEXTILES: Files Amendment to Disclosure Statement ---------------------------------------------------- AR Textiles, Ltd., submitted a First Amended Disclosure Statement describing Chapter 11 Plan dated April 26, 2022. Two Creditors, EMC and DLUSA, sought relief from the automatic stay or for adequate protection pursuant to § 362(d) of the Bankruptcy Code, which were mutually resolved pursuant to the following: (1) Order Approving Consent Order Regarding Motion for Relief from the Automatic Stay or for Adequate Protection (the "DLUSA Stay Order"); and (2) Order Resolving Edge-Martin County Electric Membership Corporation's Motion for Relief from Automatic Stay or for Adequate Protection (the "EMC Stay Order"). Pursuant to the DLUSA Stay Motion, and as adequate protection of its security interest in the DLUSA Collateral, the Debtor was required to remit the sum of $13,000.00 to DLUSA, beginning on November 25, 2021, and continuing on the on the 25th day of each month thereafter (the "DLUSA Adequate Protection Payment"). Similarly, and under the EMC Stay Order, and commencing on November 25, 2021, and continuing on the 25th day of each month thereafter, the sum of $10,416.67, was required to be paid to EMC as adequate protection (the "EMC Adequate Protection Payment"). The Court, in the Bankruptcy Case and at the conclusion of a valuation hearing requested by the Debtor under § 506 of the Bankruptcy C ode (the "Valuation Hearing"), at which competing expert testimony was presented, established the fair market value of the DLUSA Collateral at $2,620,000.00 (the "DLUSA Collateral Valuation"). To satisfy the absolute priority rule and in the event of a dissenting Class of Impaired Unsecured Creditors, and to ensure compliance with § 1129(b)(2)(B)(ii) of the Bankruptcy Code, the Equity Security Holder identified in Class 10 shall make an aggregate new value contribution of ($25,000.00) (the "New Value Contribution") on the Effective Date, in exchange for retention of their respective membership interests in the Debtor after the Effective Date. The terms of this Plan, including payments to Creditors, shall be derived from the following sources: * Proceeds Generated from Sale of Assets; Sale Procedure. The payments to Creditors, under this Plan, shall be derived and generated from the proceeds generated and paid from the marketing and sale of all of the Debtor's right, title, ownership, and interest in the Assets, which include the real property, machinery, equipment, and personal property previously utilized in its cotton yarn and textile manufacturing and distribution operations at the Facility, the proceeds from which will be utilized to pay the proposed payments to the Classes in this Plan on the Effective Date. * Recovery in Insurance Litigation. The Debtor intends to pursue, as an additional means of implementation of this Plan and source of payments to Classes, including the ARI Secured Claim in Class 4, the Insurance Litigation, the distribution of any proceeds generated therefrom shall be subject to approval by the Court, after notice and opportunity for a hearing. All of the Assets owned by the Debtor, which will be sold pursuant to the procedure and approval of the Court under § 363 of the Bankruptcy Code, and distributed in accordance with the provisions of this Plan, will be sold free and clear of all liens, encumbrances, claims, interests, or other obligations, including the DLUSA Secured Claim, the EMC Secured Claim, and the ARI Secured Claim, and any other Claims. The Debtor, in advance of the Confirmation Hearing, will request approval of the sale and purchase of the Assets and, if necessary, any procedures necessary to facilitate the sale and transfer of the Debtor's right, title, and ownership in the Assets free and clear of the liens, claims, interests, and encumbrances of Secured Creditors, including but not limited to, DLUSA, EMC, and ARI, with Sale of the Assets contemplated by the Debtor or the use of any procedures, being subject to approval by the Court under § 363 of the Bankruptcy Code and Bankruptcy Rule 6004. Subject to approval of the Court under § 363 of the Bankruptcy Code and Bankruptcy Rule 6004, the Sales Proceeds shall be distributed as follows: * First, to payment of the DLUSA Secured Claim in Class 5 and, if the Facility is included within the Assets purchased, the EMC Secured Claim in Class 6, in accordance with the treatments set forth in this Plan; * Second, payment of the Allowed Claims contained in Classes 1, 2, and 3 of the Plan, in accordance with the treatments set forth in this Plan; * Third, and provided that the Allowed Claims contained in Classes 1, 2, and 3 of the Plan are paid, in full, the sum of $110,000.00, to the Allowed General Unsecured Claims in Classes 8 and 9, in accordance with the treatments set forth in the Plan; and * Fourth, and provided that the Allowed General Unsecured Claims contained in Classes 8 and 9 are paid, in full and in accordance with the treatment set forth in this Plan, to the ARI Secured Claim contained in Class 4. A full-text copy of the First Amended Disclosure Statement dated April 26, 2022, is available at https://bit.ly/3y3D9ew from PacerMonitor.com at no charge. Counsel for debtor AR Textiles, Ltd.: JOSEPH Z. FROST BLAKE Y. BOYETTE BUCKMILLER, BOYETTE & FROST, PLLC 4700 Six Forks Road, Suite 150 Raleigh, North Carolina 27609 Tel: 919.296.5040 Fax: 919.977.7101 E-mail: jfrost@bbflawfirm.com bboyette@bbflawfirm.com About AR Textiles Robersonville, N.C.-based AR Textiles Ltd. filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 21-01441) on June 28, 2021. In the petition signed by Pasqual Alles, vice president, the Debtor disclosed $5,744,986 in assets and $22,227,509 in liabilities. Judge David M. Warren oversees the case. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC is the Debtor's legal counsel. AVEANNA HEALTHCARE: Moody's Cuts CFR to B3, Outlook Remains Stable ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Aveanna Healthcare LLC, including the Corporate Family Rating to B3 from B2 and the Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the rating of Aveanna's senior secured second lien term loan to Caa2 from Caa1. Concurrently, Moody's affirmed the ratings of Aveanna's senior secured first lien revolving credit facility, term loan and delayed draw term loan at B2. There is no change to the Speculative Grade Liquidity Rating at SGL-2, signifying good liquidity. The outlook remains stable. The downgrade of Aveanna's ratings reflects Moody's expectation for prolonged high financial leverage resulting from weaker-than-expected earnings. Based on the mid-point of Aveanna's fiscal year 2022 guidance, Moody's forecasts debt to EBITDA in the high 7 times range. Further, Moody's expects that leverage will decline to the high 6 times range in fiscal year 2023. The weaker-than-expected EBITDA is predominantly driven by persistent nursing labor shortages and increased wage pressures. Downgrades: Issuer: Aveanna Healthcare LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Second Lien Term Loan, Downgraded to Caa2 (LGD5) from Caa1 (LGD6) Affirmations: Issuer: Aveanna Healthcare LLC Senior Secured First Lien Term Loan, Affirmed B2 (LGD3) Senior Secured First Lien Delayed Draw Term Loan, Affirmed B2 (LGD3) Senior Secured First Lien Revolving Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Aveanna Healthcare LLC Outlook, Remains Stable RATINGS RATIONALE Aveanna's B3 CFR reflects its high pro forma financial leverage of 6.4 times (with Moody's standard adjustments) for the fiscal year ended January 1, 2022. This calculation gives the benefit of adding back unusual COVID-19 related costs. Moody's forecasts that leverage will increase to the high 7 times in fiscal year 2022, declining to the high 6 times in fiscal year 2023. Moody's anticipates persistent nursing labor shortages resulting in upward wage inflation that will pressure Aveanna's earnings. Moody's believes that the company will continue to pursue an aggressive acquisition growth strategy, including acquisitions that are likely to be funded with incremental debt, as evidenced by the presence of a $200 million delayed draw term loan in the capital structure. The rating also reflects Aveanna's highly concentrated payor mix with significant Medicaid exposure, and meaningful geographic concentration in the states of California, Texas, and Pennsylvania. The rating benefits from Aveanna's leading niche position in the otherwise fragmented market of pediatric home health services, where it provides critical services to children and families, as well as its expanding presence in the home health and hospice segment. Moody's believes that the company's strategy to grow its home health and hospice businesses will benefit the credit profile through greater scale, increased service line, payor diversity and faster growth. Social and governance considerations are material to Aveanna's credit profile. Aveanna will remain exposed to the social risks of providing health care and related services in private duty nursing and therapy to a highly vulnerable patient base often comprised of sick and disabled children who need near around-the-clock care. There is ongoing legislative, political, media and regulatory focus on ensuring the delivery of medically appropriate care to this patient base. Private duty nursing, home health and hospice companies that bill Medicare and Medicaid are subject to a significant number of complex regulations. Any weakness in providing healthcare services - real or perceived - can negatively affect Aveanna's reputation and ability to attract and sustain clients at profitable rates. Additionally, a possible data breach event, where intellectual property and other internal types of sensitive records are released could cause legal or reputational harm. With respect to governance, Aveanna's private equity investors' significant ownership interest will result in meaningful governance risk. Moody's anticipates the strategy to supplement organic growth with material debt-funded acquisitions will persist, given the very fragmented nature of the market. The stable outlook reflects Moody's expectation that Aveanna will continue to grow on the top-line, but that earnings will remain pressured and financial leverage will remain high, as nursing labor shortages persist and the company will remain acquisitive, over the next 12-18 months. The outlook also reflects Moody's expectations that Aveanna will maintain good liquidity. The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's expectation that Aveanna will maintain good liquidity, highlighted by modest cash balances and full availability under both its $200 million revolving credit facility and $200 million delayed draw term loan. The company's liquidity is supported by approximately $30 million of cash as of January 1, 2022. Moody's expects Aveanna will generate breakeven free cash flow over the next 12 months. However, excluding repayment of deferred payroll taxes of approximately $26 million and Medicare advanced payments of $4 million to the government, free cash flow is expected to be positive. Aveanna's senior secured first lien credit facility, comprised of a $200 million revolving credit facility expiring 2026, $860 million term loan due 2028, and $200 million delayed draw term loan due 2028, is rated B2, one notch above the B3 Corporate Family Rating. This reflects the benefit of a layer of loss absorption provided by the $415 million second lien term loan due 2029, which is rated Caa2. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Aveanna successfully grow its home health and hospice business, thereby further diversifying its geographic and payor mix. Quantitatively, debt/EBITDA sustained below 6.0x could support an upgrade. The company would also need to maintain or improve upon its good liquidity. The ratings could be downgraded if Aveanna experiences significant reimbursement reductions and/or further wage pressures. Ratings could be downgraded if Aveanna pursues more aggressive financial policies including significant debt-funded acquisitions. Further, weakening of liquidity or sustained negative free cash flow could lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Atlanta, Georgia, Aveanna Healthcare LLC, is a leading provider of pediatric skilled nursing and therapy services, home health and hospice services, as well as medical solutions, such as enteral nutrition, respiratory therapy, and medical supply procurement. Aveanna completed an initial public offering in April 2021, however, as of December 31, 2021, private equity investors Bain Capital and J. H. Whitney, retain a significant ownership interest in the company. Aveanna generated revenues of approximately $1.7 billion for the fiscal year ended January 1, 2022. However, pro forma for the two recent acquisitions of Comfort Care and Accredited, revenues are approximately $1.9 billion. AVENTIV TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms B- ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from positive and affirmed the 'B-' rating on U.S.-based inmate telecommunications services provider Aventiv Technologies LLC. S&P said, "The stable outlook reflects our expectation that Aventiv will experience lower call volumes and tablet usage that will challenge top-line growth over the next 12 months, leading to leverage at or above 6x. However, we also expect the company will continue to increase installations of its high-margin tablet business over the next 12 months, which should mitigate the negative impacts of lower average usage." Aventiv will face revenue and earnings pressure in 2022, leading to leverage sustained above 6x. In 2021 Aventiv increased its total revenue by about 13%, primarily by increasing communication and media services revenue by 19.2%. The company benefited from government stimulus payments made directly to inmates, which allowed for higher spending on tablet-related services such as media streaming and messaging. In many cases, in-person visitations were prohibited, resulting in higher demand for video and phone calls. However, as pandemic restrictions ease and government subsidies end, the company is unlikely to experience the same level of demand. Furthermore, Aventiv's customer base consists mainly of below-average income individuals who are impacted the most by inflation. High inflation will decrease discretionary income leading to reduced tablet average revenue per user (ARPU) as incarcerated individuals and their families will not be able to deposit as much money in inmate spending accounts. Additionally, correctional facility populations remain lower than pre-pandemic by about 13%, which limits the total amount spent on Aventiv's services. The company continues to invest substantially in technology improvements, which has led to higher capital expenditure (capex). S&P expects total revenue to initially decline meaningfully in the first half of 2022 before potentially ending the year with growth in the low-single-digit percent area, enabled by tablet volume growth offsetting inflationary pressure that reduces average inmate spending. However, 2022 revenue could be negative if high inflation results in a recession, which S&P Global economists currently peg as a 20%-30% probability over the next 12 months. S&P said, "We expect Aventiv to roll out over 200,000 additional tablets in 2022, bringing its total tablet-enabled population to over 600,000 by the end of the year. This represents about half of the 1.2 million people across the country that are served by Aventiv's traditional telecommunication services. Capex was about $131 million in 2021, compared to $78 million in 2020, reflecting the roll-out of its tablet services. We expect about $145 million of capex in 2022 as the company continues to build out these services. "We continue to view increasing regulations and rate capping as a manageable long-term risk. In May 2021 the Federal Communications Commission (FCC) lowered the rate cap for interstate inmate calling services to $0.12 per minute for all prisons." At the same time, the FCC imposed the first-ever rate cap on international calls for all jails and prisons and eliminated the separate, higher rate cap for interstate collect calls. Most calls are now considered interstate due to the way jurisdiction is determined, and therefore are subject to these rate caps. State and local municipalities could also limit rates, which could hinder profitability over the long run. One example of this is the $0.07 per minute rate cap for all intrastate calls put in place by the state of California as of August 2021. However, when call rates are capped, volumes tend to increase, and prison phone operators can renegotiate commissions paid to prisons to maintain similar earnings per call, although there's no guarantee the trend will continue. As a result, if rate caps become more prevalent, we'll need to evaluate the overall effect on prison phone operators' earnings trajectory and credit quality. Changes to the company's revenue accounting has led to improved profitability on lower top-line revenue. Aventiv has changed how it reports revenue over the last 12 months, now reporting revenue net of commission payments made to correctional facilities. This change did not have an impact on the company's EBITDA, but it does significantly improve EBITDA margins. When adjusting for this change, however, the company's EBITDA margins have declined slightly in 2021, largely due to an increase in cost of goods sold as a percentage of revenue, which can be attributed to the impact from new FCC rate caps on correctional facility phone services. S&P said, "The stable outlook reflects our expectation that Aventiv will experience revenue declines in the first half of 2022, leading to leverage remaining above our 6x upgrade trigger over the next 6 to 9 months. We also expect the company will continue to invest in its high-margin tablet business over the next 12 months, which provides a path to revenue growth in the second half of 2022 and into 2023, although we cannot forecast the pace of recovery." Although unlikely over the next year, S&P could lower the rating on Aventiv if: -- The company is unable to generate positive free operating cash flow (FOCF) to debt due to a substantial loss of business due to competition or regulatory intervention and we no longer see a path towards deleveraging such that we believe the capital structure has become unsustainable; or -- If its liquidity position tightens to the point that a default becomes likely. S&P could raise the rating if: -- Aventiv continues to increase revenue and EBITDA through 2022, such that leverage will be sustained below 6x even with potential debt-financed acquisitions or dividends; and -- The company is able to generate FOCF to debt in excess of 5%. Environmental, Social, And Governance ESG Credit Indicators: E-2, S-4, G-3 Aventiv is more exposed to social risks than telecom industry peers because it is one of two rated companies that participate in the controversial prison phone niche. In addition to unfavorable media coverage related to high calling rates for inmates and the commissions facilities receive from providers, advocacy and civil rights groups have been calling on government leaders to address perceived price gouging. As a result, Aventiv announced a realignment of the business to diversify away from phone calls toward newer technology, which involves execution risk as profitability is reduced to fund research and development. Conversely, this pivot could also alleviate some of the public outcry against prison phone operators as enhanced technology may improve inmate quality of life. S&P said, "We capture the risks associated with increased political pressure that could result in more regulation, prison reform that could reduce the number of inmates, shifting revenue streams, and uncertain return on investment in our competitive position assessment of weak. We believe the FCC could further lower the rate caps for interstate calls. However, state and local governments would need to implement rate caps on an individual basis for intrastate calls (the majority of Aventiv's services) because the FCC does not have that authority. While this isn't likely at once, it presents a threat to the company's business model, in our opinion." Furthermore, there is a push by advocacy groups toward free calls for inmates, funded by local governments, which New York City and San Francisco recently adopted. If this model becomes more widely adopted and local governments negotiate lower rates, it could have a longer-term impact on profitability. Finally, as social factors become more prominent on the minds of investors, it could make it more difficult for Aventiv to refinance debt when it comes due in several years if the pool of potential lenders shrinks. While this is true for other issuers as well, we believe it could be even more relevant to Aventiv given its elevated financial leverage. Governance is a moderately negative consideration. S&P siad, "Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects their generally finite holding periods and a focus on maximizing shareholder returns." AVERY ASPHALT: Taps R2 Advisors as Restructuring Advisor -------------------------------------------------------- Avery Asphalt Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Colorado to employ r2 advisors llc as restructuring advisor. The firm will provide these services: a. maximize the value of the Debtors' bankruptcy estates consistent with the duties of a debtor-in-possession; b. establish sale procedures to be finalized by both the Debtors' counsel and r2 advisors; c. oversee and have final authority over the financial management of the Debtors, including general accounting, financial reporting and cash management, including final authority for all disbursements; d. be the sole authorized signatory on all the Debtors' bank accounts and any other accounts, with authority to open and close accounts as r2 advisors deems appropriate and compliant with bankruptcy requirements; e. work with bankruptcy counsel to assist the Debtors in their dealings with primary lenders, Sunflower and Greenline, and other creditors; f. negotiate and enter material contracts, agreements, pleadings or other documents deemed advisable in the operation of the business; g. oversee the payment of the Debtors' expenses; h. formulate with the Debtors' bankruptcy counsel a strategic plan for liquidation of the Debtors' assets; i. review all financial information, specifically including all monthly operating reports as required by the Debtors and lenders; j. serve as a liquidating trustee (or similar role) under a liquidating plan, and have final authority to bring suit on behalf of or defend any suit against the Debtors and the authority to retain such legal counsel, public accountants and other experts deemed advisable; k. conserve, sell, or otherwise dispose of any of the property owned by or under the control of the Debtors deemed appropriate for such price and upon such terms and conditions deemed appropriate, and execute such deeds, bills of sale, assignments and other instruments in connection therewith; and l. perform such other duties as requested by the Debtors or lenders. The firm will be paid at hourly rates ranging from $150 to $650, and a retainer fee of $25,000. The firm will also receive reimbursement for out-of-pocket expenses incurred. Thomas Kim, a managing director at r2 advisors, 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: Thomas Kim r2 advisors llc 1350 17th St., Suite 210 Denver, CO 80202 Tel: (303) 865-8460 Email: tkim@r2llc.com About Avery Asphalt Avery Asphalt, Inc. is the main operating company and installs, maintains, and improves roadways, parking lots, and other outdoor surfaces. Avery Equipment, LLC owns the equipment used in Avery Asphalt's business. Avery Holdings, LLC owns the real estate used in Avery Asphalt's business. LBLA Ventures, Inc. is the holding company for a non-operating Arizona asphalt company and 1401 S. 22nd Ave., LLC owns the real estate that was formerly used by Regional Pavement Maintenance of Arizona, Inc. in its business. Avery Asphalt and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 21-10799) on February 19, 2021. The bankruptcy was filed after a receiver was appointed for all the Debtors. The receivership hampered Avery Asphalt's ability to operate profitably. In the petition signed by CEO Aaron Avery, the Debtors disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Michael E. Romero oversees the case. David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. is the Debtor's counsel. SL Biggs and r2 advisors llc serve as the Debtor's financial advisor and restructuring advisor, respectively. AVERY ASPHALT: Wins Cash Collateral Access Thru July 31 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Avery Asphalt, Inc. and its debtor-affiliates to use cash collateral on an interim basis for the period from April 1 to July 31, 2022, pursuant to the budget, with a 15% variance. The Debtor asserts it needs to use cash collateral to permit, among other things, the orderly continuation of the operation of its business; maintain business relationships with vendors, suppliers and customers; make payroll; and satisfy other working capital needs. The Debtor further claims its ability to obtain sufficient working capital and liquidity through use of cash collateral is vital to the preservation and maintenance of the going concern value of the Debtor. Sunflower Bank, N.A., Greenline CDF Subfund XXIII LLC, the Colorado Department of Revenue, and Nationwide Mutual Insurance Company assert valid, perfected security interests in substantially all the Debtors' personal property, including, but not limited to the Debtors' accounts, equipment, general intangibles, inventory, proceeds thereof and other assets. Nationwide asserts that, in addition to its perfected security interest created by the UCC-1 financing statement it filed, it has rights of equitable subrogation on all bonded contract funds, which is not a security interest requiring perfection pursuant to a UCC-1 financing statement and which Nationwide asserts is superior to any perfected security interest. Nationwide also asserts that under its equitable rights of subrogation, payments made under its performance and payment bonds place Nationwide in the shoes of the bond obligees for whom payments are made, the contractors whose debts are satisfied and subcontractors and other creditors whose claims are paid. CODOR asserts the State of Colorado has a statutory lien to secure the payment of wage withholding taxes. CODOR asserts the lien for wage withholding taxes arises automatically by operation of statute, without any requirement that Colorado perfect its lien through any recorded instrument and that its lien is senior to any consensual liens and other liens arising under state law, regardless of the date on which such liens are perfected or recorded, and survives sale or other disposition by a secured creditor. CODOR claims a senior statutory lien against the Colorado Debtor's Pre-Petition Personal Property. As among Sunflower, Greenline and Nationwide, Sunflower asserts it was first to file UCC-1 financing statements against the Debtors and has a first priority consensual security interest in the Debtors' Pre-Petition Personal Property. Greenline asserts it has a valid second-priority consensual security interest in the Debtors' Pre-Petition Personal Property. Nationwide, which Sunflower and Greenline assert recorded its UCC-1 financing statements after Sunflower and Greenline, issued certain payment and performance bonds for the Debtors' benefit and claims it has senior rights with respect certain assets, including bonded project accounts receivable and related payments, by virtue of common law subrogation principles, and a general agreement of indemnity executed by Debtors, should Nationwide actually make any payments or incur any costs or expenses in connection with claims of third parties on bonded projects. The Court ruled that commencing on May 10, 2022, and then on or before the 10th day of June, 2022 and July 2022, the Debtor must pay both monthly adequate protection payments in the amount of $70,000 to Sunflower to be applied against interest on Loan 9624 and $7,000 swap payments. Each of the Secured Parties are granted replacement liens and security interest upon the Debtor's post-petition assets with the same priority and validity as Sunflower's, Greenline's, CODOR's and Nationwide's pre-petition liens and security interests to the extent of the Debtor's post-petition use of cash on hand and the proceeds of Pre-Petition Personal Property, if any. To the extent the Adequate Protection Liens prove to be insufficient, each of the Secured Parties, as may be applicable, will be granted superpriority administrative expense claims under section 507(b) of the Bankruptcy Code but only to the extent that such Secured Party has a valid allowed secured claim under section 506(a) in the cash collateral used. The Debtor's right to use cash collateral pursuant to the terms of the order will terminate upon the earlier of (a) an uncured default by Debtor under any terms of the Order and (b) August 1, 2022. A copy of the order is available at https://bit.ly/37IY2Bc from PacerMonitor.com. About Avery Asphalt, Inc. Avery Asphalt, Inc. is the main operating company and installs, maintains and improves roadways, parking lot, and other outdoor surfaces. Avery Equipment, LLC owns the equipment used in Avery Asphalt's business. Avery Holdings, LLC owns the real estate used in Avery Asphalt's business. LBLA Ventures, Inc. is the holding company for a non-operating Arizona asphalt company and 1401 S. 22nd Ave., LLC owns the real estate that was formerly used by Regional Pavement Maintenance of Arizona, Inc. in its business. Avery Asphalt and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 21-10799) on February 19, 2021. The bankruptcy was filed after a receiver was appointed for all the Debtors in one state court case. The receivership hampered Avery Asphalt's ability to operate profitably. The Debtors believe this reorganization proceeding will facilitate a better return to creditors than a receivership or liquidation. The Debtors intend to streamline operations and sell equipment and real estate that is no longer used by Avery Asphalt in connection with a plan of reorganization. In the petition signed by CEO Aaron Avery, the Debtors disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Michael E. Romero oversees the case. David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. is the Debtor's counsel. BALANCED ENERGY: Chapter 15 Case Summary ---------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Balanced Energy Oilfield Services Inc. (Lead Case) 22-30100 520 5th Avenue SW, Suite 1610 Calgary, AB T2P 3R7 Canada Balanced Energy Holdings, Inc. 22-30101 520 5th Avenue SW, Suite 1610 Calgary, AB T2P 3R7 Canada Balanced Energy Oilfield Services (USA) Inc. 22-30102 520 5th Avenue SW, Suite 1610 Calgary, AB T2P 3R7 Canada Foreign Proceeding: Court of Queen's Bench of Alberta, File No. 2201-02699, Calgary Judicial Center Chapter 15 Petition Date: April 14, 2022 Court: United States Bankruptcy Court District of North Dakota Judge: Hon. Shon Hastings Foreign Representative: FTI Consulting Canada Inc., in its capacity as court-appointed receiver and manager 520 5th Avenue SW, Suite 1610 Calgary, AB T2P 3R7 Canada Foreign Representative's Counsel: Ryan G. Quarne, Esq. OLSON & BURNS, P.C. 17 First Avenue SE PO Box 1180 Minot, ND 58702 Tel: 701-839-1740 Email: rgquarne@minotlaw.com Estimated Assets: Unknown Estimated Debt: Unknown Full-text copies of the Chapter 15 petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CXAZ5LY/Balanced_Energy_Oilfield_Services__ndbke-22-30100__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/BMLTIZA/Balanced_Energy_Holdings_Inc__ndbke-22-30101__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5QATKHY/Balanced_Energy_Oilfield_Services__ndbke-22-30102__0001.0.pdf?mcid=tGE4TAMA BARTLEY INDUSTRIES: Amends Plan to Include Valliance Claims Pay --------------------------------------------------------------- Bartley Industries, Inc., submitted a Fourth Amended Plan of Reorganization for Small Business under Subchapter V. The Fourth Amended Plan is filed due to recent development in the case impacting the Debtor. Namely, the filing of a related bankruptcy by co-debtor Affinity Kith, LLC 22-10777 in response to the Court's order in the instant case that co-debtor Affinity Kith is not protected by the stay in this case because the debtor does not own the subject real property. Bartley Industries is reducing its debt burden by (i) settling with First United Bank (settlement approved by order of the bankruptcy court,) which pays the First United Bank claims a compromised amount, primarily from third party resources. First United Bank has received the settlement consideration and has released all liens against personal property of the estate, resulting in increased equity to the estate. The claims filed by First United Bank (approximately $623,000 aggregate) have been withdrawn. (ii) Debtor has settled two state court suits approved by order of the bankruptcy court, thereby avoiding considerable litigation expense moving forward, and a release from certain disputed and unliquidated claim(s) against the estate. The Debtor's affiliate and co-debtor, Affinity Kith, LLC has filed its own related Chapter 11 bankruptcy, case no. 22-10777 for the purpose of liquidating the real property collateral on an expedited basis to fully satisfy the claim of Valliance Bank, and to permit the Debtor to reduce the cost of its business premises by downsizing. Bartley Industries will perform the confirmed Plan with less debt burden and continuing reduction of operating expenses, eliminating the mortgage debt owed by co-debtor Affinity Kith, LLC, while at the same time developing other service activities under Bartley Integrity Management (corrosion protection services for pipeline companies), mechanical contracting, installing electrical vehicle charging stations at high traffic locations in partnership with manufacturer SemaConnect and HVAC work. Under this amended plan certain changes distinguish from previous Plans. The Claim of Valliance Bank is directly dealt with by reference to the co-debtor Affinity Kith, LLC liquidation in case no. 22- 10777, and the guaranty made by the Debtor. Said liquidation refers to Valiance Bank collateral. The Plan accounts for the Court's ruling that the Debtor does not have an interest in certain real property presently serving as Debtor's place of business. Benefits of Confirmation: * The net equity value of personal property increases due to the release of substantially all liens on vehicles, pursuant to settlements, and delivery of cash derived from Debtor's ownership of co-debtor Affinity Kith. Debtor solely controls co debtor Affinity Kith as the 100% owner of the LLC, and thus the proceeds that constitute the net after payment of the Valliance claim in the co-debtor Affinity Kith case. * The sale of the scheduled real property at market value is no longer at issue because the bankruptcy court has concluded that the real estate serving as Debtor's headquarters is not protected by the automatic stay in the instant case. Sale of the real estate and payment of the full Valliance Bank claim will occur on an expedited basis in the related case of co-debtor Affinity Kith, LLC, 22-10777. The Plan Proponent shows that the Debtor will have disposable income of no less than $180,000.00. This sum is sufficient to pay administrative costs, tax claims, and any remaining unsecured claims except for Valliance Bank. The Chapter 11 plan of co-debtor Affinity Kith, LLC, in case no. 22-10777 intends to pay the Valliance Bank's claim in full. Additionally, Debtor projects that about $1,589.00 per month for 60 months will fund payment of the fully secured debt of AmeriCredit. The Plan Proponent shows that it is entitled to the net equity proceeds of the sale of real property by co-debtor Affinity Kith, LLC, for application to the Plan here proposed. Debtor is realizing savings under this plan be settling controversies that effectively eliminate interest that the estate would otherwise have to pay on the secured claim(s) such as First United Bank (withdrawal of said claims is pending pursuant to the approved settlement.) The only interest-bearing class is Class 2. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of Bartley Industries, Inc. from future revenues from operations which is the disposable income of the Debtor, and future net proceeds from a property sale conducted by Affinity Kith, LLC. Class 3 consists of general unsecured claims (two in class) of less than $3,000 each. Payment of the Convenience Class is 100% of allowed claims in no more than three prorated installments commencing on the first day of the month following the effective date. Class 4 consists of a Separate Class for general secured creditor claims exceeding $3,000, intended to address the Valliance Bank claim. Payment of this claim will commence in monthly installments on the first day of the month following satisfaction of all administrative claims, and allowed Class 1, and Class 3 claims, but not the equity class; provided that said Claim will be addressed by the co-debtor in the matter of In re Affinity Kith, LLC, case no. 22-10777 (Ch. 11), which anticipates 100% payment of the Valliance Bank mortgage secured claim, in one lump sum. If lump sum payment does not occur, this Debtor will pay this claim in equal installments for a period not to exceed 60 months from the commencement of the Debtor's voluntary petition, but only to the extent Debtor's disposable income will allow. Equity interests of the Debtor will be paid only upon completion of the full payment of all claims in the other classes in this case. The source of funds for monthly payments pursuant to the Plan includes Debtor's future disposable income. Debtor will distribute a limited amount of cash on hand upon the Effective Date of the Plan, estimated to be about $10,000.00 to $15,000.00. Debtor may also receive and retain for distribution the net of the sale of real property owned by co-debtor Affinity Kith, LLC. A full-text copy of the Fourth Amended Plan dated April 26, 2022, is available at https://bit.ly/39hzAqL from PacerMonitor.com at no charge. Attorney for the Debtor: B David Sisson, Esq. 305 E Comanche St./P O Box 534 Norman, OK 73070-0534 Tel: (405) 447-2521 Fax: (405) 447-2552 E-mail: sisson@sissonlawoffice.com About Bartley Industries Bartley Industries Inc. offers electrical maintenance, repair and installation services. The company filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 21-12565) on Sept. 25, 2021. In the petition signed by its president, Donna Bartley, the Debtor listed $1,733,842 in total assets and $2,003,791 in total liabilities. Judge Sarah A. Hall oversees the case. The Law Offices of B David Sisson serve as the Debtor's counsel. First United Bank & Trust, as lender, is represented by: William Riley Nix, Esq. 717 North Crockett Street Sherman TX 75090 Tel: (903) 870-0212 Fax: (903) 870-0109 Email: riley_nix@yahoo.com BBC GROUP CA: Case Summary & 19 Unsecured Creditors --------------------------------------------------- Debtor: BBC GROUP CA, LLC d/b/a Bok Bok Mediterranean 3815 Fairmeade Rd Pasadena, CA 91107 Business Description: The Debtor operates in the restaurant industry. Chapter 11 Petition Date: April 29, 2022 Court: United States Bankruptcy Court District of Nevada Case No.: 22-11539 Judge: Hon. August B. Landis Debtor's Counsel: Seth D. Ballstaedt, Esq. FAIR FEE LEGAL SERVICES 8751 W. Charleston Blvd. Suite 220 Las Vegas, NV 89117 Tel: (702) 715-0000 Fax: (702) 666-8215 E-mail: help@bkvegas.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jacob Tchamanian, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/B7HHINI/BBC_GROUP_CA_LLC__nvbke-22-11539__0001.0.pdf?mcid=tGE4TAMA BBC GROUP NV: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: BBC Group NV, LLC d/b/a Bok Bok Mediterranean 10611 Amber Ridge Dr. Unit #203 North Las Vegas, NV 89032 Business Description: The Debtor is part of the restaurant industry. Chapter 11 Petition Date: April 29, 2022 Court: United States Bankruptcy Court District of Nevada Case No.: 22-11538 Judge: Hon. Mike K. Nakagawa Debtor's Counsel: Seth D. Ballstaedt, Esq. FAIR FEE LEGAL SERVICES 8751 W. Charleston Blvd. Suite 220 Las Vegas, NV 89117 Tel: (702) 715-0000 Fax: (702) 666-8215 E-mail: help@bkvegas.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jacob Tchamanian as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AJUQ7OA/BBC_GROUP_NV_LLC__nvbke-22-11538__0001.0.pdf?mcid=tGE4TAMA BIOMARIN PHARMACEUTICAL: Egan-Jones Keeps BB- Sr. Unsec. Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on March 28, 2022, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by BioMarin Pharmaceutical Inc. Headquartered in Novato, California, BioMarin Pharmaceutical Inc. develops and commercializes therapeutic enzyme products. BK AUTUMN: To Refinance Bronx Property to Fund Plan --------------------------------------------------- BK Autumn 701 LLC filed its Proposed Plan of Reorganization seeking to provide a basis for resolving outstanding claims against the Debtor through a refinancing of the property located at 1482 Bryant Ave., Bronx, NY 10460. According to the Disclosure Statement, the Plan will accomplish its objectives through the repayment of certain of the Debtor's obligations mainly through the Debtor's future earnings and proceeds from certain litigation which the Debtor has or will be commencing. The Debtor believes that creditors will receive a higher overall return under the provisions of the Plan than other alternatives, particularly liquidation of all of the Debtor's assets. As of the Petition Date, the Subject Property was fully encumbered by a first position mortgage lien in favor of Mr. Cooper in the amount of $807,346.08. The Debtor will be obtaining exit financing from Manhattan Bridge Capital, Inc., in order to refinance the Subject Property and fund its Plan of Reorganization. Manhattan Bridge will take a first position lien on the Subject Property; the loan is also subject to Manhattan Bridge obtaining clear title; the owner's insurance must name the lender as a lender loss payee; final review of each purchase by Manhattan Bridge's underwriting and clearance department; and adequate notice of the closing date, time and place. In the Debtor's opinion, the Plan as proposed provides maximum value to its Creditors. The Debtor believes that the Plan will enable Claimants to receive a greater recovery than would be possible under other alternatives and will provide the only realistic available means for funding a distribution to unsecured creditors. The funds necessary for the implementation of the Plan shall be utilized from the exit financing of Manhattan Bridge. Counsel to the Debtor: Btzalel Hirschhorn, Esq. SHIRYAK, BOWMAN, ANDERSON, GILL & KADOCHNIKOV, LLP 8002 Kew Gardens, Suite 600 Kew Gardens, NY 11415 Tel: (718) 263-6800 Fax: (718) 520-9401 Email: Bhirschhorn@sbagk.com A copy of the Disclosure Statement dated April 20, 2022, is available at https://bit.ly/36C84Dr from PacerMonitor.com. About BK Autumn 701 LLC BK Autumn 701, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-42682) on Oct. 21, 2021, listing under $1 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Btzalel Hirschhorn, Esq., at Shiryak, Bowman, Anderson, Gill & Kadochnikov, LLP and Singer & Falk CPA's serve as the Debtor's legal counsel and accountant, respectively. BLT RESTAURANT: Taps DelBello as Special Counsel ------------------------------------------------ BLT Restaurant Group, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ DelBello Donnellan Weingarten Wise & Wiederkehr, LLP as special counsel. The Debtor needs the firm's legal assistance in connection with a pending arbitration involving Renaissance Hotel Partners, LLC. The hourly rates charged by the firm's attorneys are as follows: Alfred E. Donnellan, Esq. $625 per hour Partners/Senior Laywers $375 to $595 per hour Associates $275 to $410 per hour The firm will also seek reimbursement for out-of-pocket expenses. Alfred Donnellan, Esq., a partner at DelBello, 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: Alfred E. Donnellan, Esq. DelBello Donnellan Weingarten Wise & Wiederkehr, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax: (914) 684-0288 Email: aed@ddw-law.com About BLT Restaurant Group BLT Restaurant Group, LLC owns and manages the restaurants BLT Steak LLC, BLT Steak Waikiki, LLC, BLT Prime Lexington, LLC, and BLT Steak DC, LLC. BLT is a limited liability company organized under the laws of New York. At present, it has two members, JL Holdings 2002, LLC and Juno Investments, LLC. BLT sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10335) on March 18, 2022. In the petition signed by CEO James Haber, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lisa G. Beckerman oversees the case. Jennifer C. McEntee, Esq., at Ciardi Ciardi and Astin, and DelBello Donnellan Weingarten Wise & Wiederkehr, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. CANO HEALTH: Signs Strategic Partnership With Onsite Dental ----------------------------------------------------------- Cano Health, Inc. and Onsite Dental, a dental care company, issued a joint press release announcing that they have entered into a strategic partnership to promote preventative, proactive dentistry for improved healthcare outcomes and that Onsite Dental has acquired Dental Excellence Partners, LLP, a national dental organization serving primarily Medicare and Medicaid patients. With the acquisition of Dental Excellence Partners (DEP), Onsite Dental is now one of the country's leading value-based dental organizations, with over one million eligible patients (850,000 eligible employees and dependents and over 250,000 capitated Medicare, Medicaid, and Affordable Care Act members) across 14 states, with a rapidly growing presence in new and existing states across the country. "Onsite Dental's 'Healthy, Happy, Here' mission provides the foundation for our unique value-based dental care delivery model for leading employers, unions, and universities across the country," said Ern Blackwelder, CEO of Onsite Dental. "We are thrilled to acquire DEP and partner with Cano Health to expand our offerings to senior communities and advance the integration of primary care and oral health." "We are excited about this combination of Onsite and DEP in the critical dental health space," said Dr. Ryan Harris, general partner at Norwest Venture Partners. "Our new partnership with Cano Health expands Onsite Dental's leadership role as a national value-based dental provider, committed to delivering high-quality care to patients across the country." The partnership between Onsite Dental and Cano Health is a strategic collaboration to promote preventative, proactive dentistry and medical care. The majority of DEP's state-of-the-art clinics are located within Cano Health's primary care clinics, creating an integrated, collaborative approach to dental and medical care designed to improve both oral and overall health outcomes at lower cost with high patient satisfaction. Similarly, Onsite Dental's existing practices are typically co-located with employer primary care clinics, enabling Onsite Dental patients to benefit from high-touch value-based care. "Research supports a strong connection between poor oral health and increased risk for chronic illnesses," said Dr. Stephanie Hernandez, CEO of DEP. "For 20 years, we have provided dental services that have made a tremendous difference to our patients and communities. I'm very proud to partner with Onsite to more rapidly expand our services nationwide." Dr. Marlow Hernandez, Chairman and CEO of Cano Health commented, "Accessible, high-quality dental care is an integral part of overall patient health and wellness. Our partnership with Onsite will build upon our personalized, tech-enabled patient care model, enhancing our ability to provide high quality care to our members. We are confident that our partnership with Onsite Dental will help us realize our vision to be the national leader in value-based healthcare." About Cano Health Cano Health (NYSE: CANO) -- canohealth.com -- is a high-touch, technology-powered healthcare company delivering personalized, value-based primary care to more than 250,000 members. With its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves. Cano Health reported a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. As of Dec. 31, 2021, the Company had $2.14 billion in total assets, $1.34 billion in total liabilities, and $798.57 million in total stockholders' equity. CEDAR FAIR: Egan-Jones Hikes Senior Unsecured Ratings to CCC+ ------------------------------------------------------------- Egan-Jones Ratings Company on March 22, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Cedar Fair, L.P. to CCC+ from CCC. EJR also upgraded the rating on commercial paper issued by the Company to B from C. Headquartered in Sandusky, Ohio, Cedar Fair, L.P. owns and operates amusement parks. CHARMING CHARLIE: Unsecured Creditors to Recover Up to 0.5% in Plan ------------------------------------------------------------------- Charming Charlie Holdings Inc., and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for the Joint Chapter 11 Plan of Liquidation dated April 25, 2022. Headquartered in Houston, Texas, the Debtors operated both nationwide and worldwide brick-and-mortar retail stores and an e commerce platform, selling accessories, fashion jewelry, holiday specific products, and handbags. On July 29, 2019, the Debtors entered into an agreement with Hilco IP Services, LLC d/b/a/ Hilco Streambank to market and otherwise facilitate the potential sale of intellectual property owned by the Debtors. After 35 rounds of competitive bidding, the final bid of CJS Group, LP (the "Successful Bidder") was the highest and best bid for the assets, with a bid in the amount of $1,125,000. On September 16, 2019, the Bankruptcy Court entered an order approving the sale of the Debtors' intellectual property to the Successful Bidder. The sale closed on September 19, 2019. On the Petition Date, the Debtors filed a motion seeking to (i) assume that certain Letter Agreement Governing Inventory Disposition, dated as of July 3, 2019, by and between Charming Charlie LLC and Charming Charlie USA, Inc., on the one hand, and Hilco Merchant Resources, LLC and SB360 Capital Partners, LLC (together, the "Consultant"), on the other hand, and (ii) authorizing procedures by which the Debtors would continue to conduct store-closing sales at their retail locations (the "Store Closing Procedures"). The store closing sale concluded, and the Debtors ceased all operations at their retail locations, by August 31, 2019. The Debtors believe that the Plan will enable them to accomplish the objectives of an orderly liquidation of the Debtors' assets and maximize creditor recoveries, and that acceptance of the Plan is in the best interest of the Debtors' Estates and Holders of Claims. Class 4 consists of all General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the General Unsecured Creditor Recovery up to payment in full of such Holder's Allowed General Unsecured Claim. Claims in Class 4 are Impaired. The allowed unsecured claims total $76.5 million. This Class will receive a distribution of 0.0% - 0.5% of their allowed claims. Class 6 consists of all Intercompany Interests. On the Effective Date, in the discretion of the Debtors or the Plan Administrator, as applicable, Intercompany Interests shall either be: (A) reinstated for administrative convenience; or (B) released without any Distribution on account of such Interests. Interests in Class 6 are either Unimpaired. Class 7 consists of all Interests in Holdings. On the Effective Date, Interests in Holdings shall be cancelled without any Distribution on account of such Interests. Interests in Class 7 are Impaired. The Debtors' Cash on hand and any other Cash received or generated by the Debtors or Plan Administrator, as applicable, shall be used to fund the distributions to Holders of Allowed Claims against the Debtors in accordance with the treatment of such Claims and subject to the terms. The Plan provides for the liquidation and wind down of the Debtors' business. Accordingly, the Debtors believe that all Plan obligations will be satisfied without the need for further reorganization of the Debtors. Co-Counsel to the Debtors and Debtors in Possession: Matt Murphy (admitted pro hac vice) Nathan S. Gimpel (admitted pro hac vice) Matthew Smart (admitted pro hac vice) PAUL HASTINGS LLP 71 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Telephone: (312) 499-6036 Facsimile: (312) 499-6100 Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 About Charming Charlie Holdings Charming Charlie -- http://www.CharmingCharlie.com/-- is a Houston-based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products. The Company currently operates more than 375 stores in the United States and Canada. Charming Charlie Holdings Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11, 2017. Charming Charlie estimated assets of $50 million to $100 million and debt of $100 million to $500 million. Kirkland & Ellis LLP is serving as the Company's legal counsel, AlixPartners LLP is serving as its restructuring advisor, and Guggenheim Securities, LLC is serving as its investment banker. Klehr Harrison Harvey Branzburg LLP is the Company's local counsel. Rust Consulting/OMNI Bankruptcy is the claims and noticing agent. Joele Frank, Wilkinson Brimmer Katcher is the Company's communications consultant. A&G Realty Partners, LLC's the Company's real estate advisors. Hilco Merchant Resources LLC is the Company's exclusive agent. CITY WIDE COMMUNITY: Court Approves Disclosure Statement -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas on April 19, 2022, entered an order, approving the Second Amended Disclosure Statement of City Wide Community Development Corp. et al. A hybrid hearing on the confirmation of the Plan shall be conducted live and electronically before the United States Bankruptcy Court, Northern District of Texas, Dallas Division on Tuesday, May 24th, 2022, at 2:00 p.m. (Central Standard Time. The live hearing will be held before the Hon. Michelle V. Larson, 1100 Commerce Street, 14th Floor, Dallas, Texas 75242. Friday, May 20, 2022, at 12:00 noon (Central Standard Time), is the deadline for filing and serving written objections to confirmation of the Plan and/or objections to the assumption of executory contracts and proposed cure. Friday, May 20, 2022, at 12:00 noon (Central Standard Time), is the deadline for filing ballots accepting or rejecting the Plan. About City-Wide Community Development City-Wide Community Development Corp. and affiliates are primarily engaged in renting and leasing real estate properties. City-Wide Community Development Corp. and affiliates Lancaster Urban Village Residential, LLC, and Lancaster Urban Village Commercial, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 21-30847) on April 30, 2021. In the petitions signed by Sherman Roberts, president and chief executive officer, the Debtors disclosed $12,026,657 in assets and $10,332,946 in liabilities. Judge Michelle V. Larson oversees the cases. Kevin S. Wiley, Sr., Esq. and Kevin S. Wiley, Jr., Esq. at the Wiley Law Group, PLLC, are the Debtors' legal counsel. CLEARWATER COLLECTION 15: Files for Bankruptcy Protection --------------------------------------------------------- Clearwater Collection 15 LLC seeks bankruptcy protection in Colorado. On April 19, 2022 Single Asset Real Estate Clearwater Collection 15 LLC filed for chapter 11 protection in the District of Colorado. According to court filing, Clearwater Collection 15 LLC estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for May 26, 2022 at 09:00 A.M. About Clearwater Collection 15 LLC Clearwater Collection 15 LLC is a Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B). Clearwater Collection 15 LLC sought Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 22-11320) on April 19, 2022. In the petition filed by Gary Dragul, as president, Clearwater Collection 15 LLC listed estimated assets between $10 million and-$50 million and estimated liabilities between $10 million and $50 million. The case is assigned to Honorable Bankruptcy Judge Joseph G. Rosania Jr. Aaron A. Garber, of Wadsworth Garber Warner Conrardy, P.C, is the Debtor's counsel. COMMUNITY ECO: Hearing on All Assets Sale Continued to May 3 ------------------------------------------------------------ Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts granted the request of Community Eco Pittsfield, LLC, an affiliate of Community Eco Power, LLC, to extend certain deadlines and reschedule hearing date regarding Bid Procedures Order and proposed auction sale of substantially all or a significant portion of its assets. The APA Deadline was extended to 4:00 p.m. on April 26, 2022. The Objection Deadline was extended to 4:00 p.m. on April 29, 2022. The Sale Hearing is continued to May 3, 2022, at 10:00 a.m. To participate in the Sale Hearing, parties may use the information below: To participate by video: https://www.zoomgov.com/j/1612624186?pwd=dnFEdm1qek4ybkRWYmNaTStVRGpNQT09 Meeting ID: 161 262 4186 Passcode: 816373 To participate by phone: +1 669 254 5252 Meeting ID: 161 262 4186 Passcode: 816373 The terms of the Order will be immediately effective and enforceable upon its entry. CE Pittsfield will serve the Order on all parties that were served the Bid Procedures Order. About Community Eco Power Community Eco Power, LLC and affiliates, Community Eco Pittsfield, LLC and Community Eco Springfield, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-30234) on June 25, 2021. Their cases are jointly administered under Community Eco Power, LLC. On the Petition Date, Community Eco Power disclosed up to $50,000 in assets and up to $10 million in liabilities. Affiliates, Community Eco Pittsfield and Community Eco Springfield each disclosed $1 million to $10 million in both assets and liabilities. The petitions were signed by Richard Fish, president and chief executive officer. D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith, Esq. at Bernstein, Shur, Sawyer and Nelson, PA, serve as the Debtor's counsel. COOPER-STANDARD HOLDINGS: Hires Advisers to Help With Debt Load --------------------------------------------------------------- Rachel Butt and Allison McNeely of Bloomberg News reports that Cooper-Standard Holdings Inc. has hired turnaround advisers at Alvarez & Marsal Inc. to help the automotive-parts supplier navigate supply-chain problems and looming maturities on nearly $1 billion of debt, according to people with knowledge of the situation. Also, some term-loan owners and secured bondholders are working with Evercore Inc. and Gibson Dunn & Crutcher for advice on potential debt-repayment talks with the company as maturity deadlines approach, said the people, who asked not to be identified because the matter is private. About Cooper-Standard Holdings Inc. Cooper-Standard Holdings Inc., through its subsidiary, Cooper-Standard Automotive Inc., designs, manufactures, and sells sealing, fuel and brake delivery, fluid transfer, and anti- vibration systems worldwide. It operates in four segments: North America, Europe, Asia Pacific, and South America. The Company was founded in 1960 and is headquartered in Novi, Michigan. DAVITA INC: Egan-Jones Keeps BB- Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company on March 23, 2022, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by DaVita Inc. Headquartered in Denver, Colorado, DaVita Inc. provides a variety of health care services. DAYTON POWER: S&P Places 'BB+' ICR on CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings placed all ratings on DPL Inc. And Dayton Power & Light Co.'s (d/b/a AES Ohio) on CreditWatch with negative implications, including the 'BB+' issuer credit ratings. The CreditWatch negative placement incorporates the likelihood that S&P could lower its ratings on DPL and AES Ohio over the next 90 days by one or more notches should regulatory risk persist, the company's financial measures remain below its downgrade threshold, or we reassess the likely degree of support from parent AES Corp. Public Utilities Commission of Ohio (PUCO) staff recently revised its recommendation in AES Ohio rate case, calling to freeze AES Ohio's rates. Previously, staff recommended a rate increase of about $65 million. The recommendation for a distribution rate freeze is a reversal from its prior recommendation to increase the company's rates by about $65 million and is primarily predicated on legal analysis of the company's ESP 1 rate plan's terms and provisions. S&P views this development as heightening regulatory risk for DPL. S&P said, "DPL's financial measures are weak for the rating. In 2021, funds from operations to debt was 7.5%, below our 8% downgrade threshold. Our previous stable outlook on the company assumed no adverse outcomes in the company's rate case and meaningful financial improvement beginning in 2022. We will continue to monitor the rate case developments, including implications for DPL's business risk profile, financial measures, and the degree of support from parent AES Corp. "The CreditWatch with negative implications incorporates the likelihood that we could lower the ratings on DPL and AES Ohio over the next 90 days, by one or more notches, should the rate case outcome be adverse." DOCTOR DREDGE: Unsecureds Will Get 5% of Claims in 36 Months ------------------------------------------------------------ Doctor Dredge, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization under Subchapter V dated April 25, 2022. The Debtor is the operator of a water dredging business which operates throughout the State of Florida. The business was started in 2006 by Phillip and Tina Wilson and has continuously operated since that time. This Plan of Reorganization under Subchapter V of the Small Business proposes to pay unsecured creditors of the Debtor all disposable income during months 1-36 from future income of the Debtor derived from income generated from the marine dredging business that the Debtor owns in order to obtain a discharge pursuant to 11 U.S.C. § 1192. This Plan provides for 6 class(es) of secured claims, 2 Classes of Priority Claims and 1 class of unsecured claims. Unsecured creditors holding allowed claims will receive distributions which the proponent of this Plan has valued at approximately 5 cents on the dollar based upon current projections of disposable income. This Plan also provides for the payment of administrative and priority claims either upon the effective date of the Plan or as allowed under the Bankruptcy Code. The Debtor has filed for an order allowing the use of cash collateral with the main lender Centennial Bank. Additionally, the Debtor has applied for the sale of a large piece of commercial equipment that was covered by the blanket lien of the SBA/Centennial Bank. This sale will result in an accelerated cash collateral payment of $41,000.00 to the lender in the April and May of 2022 time period prior to the Plan being confirmed. The Plan proposed by the Debtor pays all secured claims in full within the plan period or contract period. To the extent that unsecured claims are not paid in full at confirmation, the Plan proposed utilizes the disposable income of the Debtor from the business over a period of 36 months to repay all unsecured claims all disposable income. The Debtor recently started a large job that is expected to last 3-4 months. That project will produce a temporary surplus of income that will allow the debtor to purchase supplies and other items for larger jobs in the future. The September, 2022 budget is expected to be a normal budget going forward after the completion of the large project and purchase of supplies. Class 8 consists of All General Unsecured Claims, including any wholly unsecured second mortgage claims and any unsecured portion of claims. To the extent that unsecured claims are filed and allowed, the Debtor shall pay the total amount of unsecured claims at the rate of $500.00 during months 1-36 of the plan of reorganization for 5% repayment of all unsecured claims. A full-text copy of the Plan of Reorganization dated April 25, 2022, is available at https://bit.ly/3vAxQ4V from PacerMonitor.com at no charge. Attorneys for the Debtor: Bryan K. Mickler, Esq. Law Offices of Mickler & Mickler, LLP 5452 Arlington Expy. Jacksonville, FL 32211 Tel: 904-725-0822 Fax: 904-725-0855 Email: court@planlaw.com About Doctor Dredge Doctor Dredge, LLC specializes in underwater excavation projects throughout the Southeastern United States, covering the states of Alabama, Georgia and Florida. Founded in 2006, the company, which is based in Saint Augustine, Fla., provides both mechanical and hydraulic dredging services. Doctor Dredge filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00192) on Jan. 31, 2022, listing $217,557 in assets and $1,640,512 in liabilities. Aaron R. Cohen was appointed as Subchapter V trustee. Judge Jacob A. Brown presides over the case. Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler, LLP and William G. Haeberle, P.A. serve as the Debtor's legal counsel and accountant, respectively. DOMINO'S PIZZA: Egan-Jones Keeps BB- Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on March 21, 2022, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Domino's Pizza, Inc. Headquartered in Ann Arbor, Michigan, Domino's Pizza, Inc. operates a network of company-owned and franchise Domino's Pizza stores, located throughout the United States and in other countries. DRIVE CHASSIS: Moody's Hikes CFR to B2, Outlook Stable ------------------------------------------------------ Moody's Investors Service upgraded the Corporate Family Rating and Probability of Default Rating of Drive Chassis Holdco, LLC ("DCLI") to B2 from B3 and to B2-PD from B3-PD, respectively. Concurrently, Moody's upgraded the rating on DCLI's senior secured second lien term loan to B3 from Caa1. The outlook is stable. The upgrade reflects Moody's expectation for good cash flow and improved scale over the next year while DCLI maintains debt/EBITDA around 4 times. It also reflects Moody's view that high demand for chassis will continue throughout 2022 as high container volumes and supply chain congestion persist. Ratings upgraded: Drive Chassis Holdco, LLC Corporate Family Rating to B2 from B3 Probability of Default Rating to B2-PD from B3-PD Gtd Senior secured second lien term loan due 2026 to B3 (LGD5) from Caa1 (LGD5) The outlook is stable. RATINGS RATIONALE The B2 Corporate Family Rating is constrained by the dependency of DCLI's fleet utilization on cyclical container volumes. It also reflects moderate, albeit rapidly growing, scale and moderately high financial leverage. At and for the year ended December 31, 2021, DCLI's revenue approached $850 million while its adjusted debt/EBITDA was approximately 3.6 times. The rating is also constrained by DCLI's limited ability to mitigate rate pressure from steamship liners and costs associated with new contracts and fleet acquisitions. Further, continued reinvestment is needed to lower maintenance and repair expenses, the largest single expense for a chassis provider. The rating is supported by DCLI's position as the leading provider of chassis rental equipment in the domestic segment and one of three main providers of chassis rental equipment in the marine segment. The rating also reflects DCLI's ability to rapidly flex capital spending. The stable outlook reflects Moody's view that demand for renting DCLI's chassis will remain strong over the next 12-18 months. It also reflects Moody's expectation for negative free cash flow in 2022 as the company invests heavily in its domestic chassis business. DCLI faces less environmental risk than other surface transportation companies. This is because its chassis rental operations do not result in the emission of a significant amount of carbon dioxide or air pollutants, nor does the use of the chassis equipment itself emit carbon dioxide or air pollutants. Regarding social risk, DCLI does not have unionized workers. However, many of its maintenance and repair vendors are party to collective bargaining agreements. Annual wage increases may be passed on to DCLI via labor rate increases in connection with maintenance and repair activities of DCLI's chassis. Historically, DCLI has been able to offset rising third-party labor costs through cost savings initiatives or through market price increases. DCLI's governance risk reflects its financial policy that skews more to the interests of shareholders than creditors, given its ownership by funds managed by Apollo Global Management, LLC and EQT Infrastructure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company achieves greater scale and sustains strong operating performance as unusually high demand reverts to historical levels while maintaining its strong market positions within the domestic chassis and marine chassis markets. Further, generating consistently positive free cash flow while sustaining debt/EBITDA around 4.5 times could also lead to an upgrade of DCLI's ratings. The ratings could be downgraded if demand for chassis materially weakens. Persistently negative free cash flow while debt/EBITDA exceeds 5.5 times could also give rise to a ratings downgrade. Drive Chassis Holdco, LLC owns Direct ChassisLink, Inc. Headquartered in Charlotte, NC, Direct ChassisLink, Inc. is a leading provider of chassis equipment to the US intermodal transportation industry, with a fleet of more than 240,000 chassis. Revenue was $839 million in 2021. The company is privately owned by funds managed by Apollo Global Management, LLC and EQT Infrastructure. The principal methodology used in these ratings was Surface Transportation and Logistics published in December 2021. ENPRO INDUSTRIES: Egan-Jones Keeps BB+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company on March 23, 2022, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by EnPro Industries, Inc. Headquartered in Charlotte, North Carolina, EnPro Industries, Inc. designs, develops, manufactures, and markets proprietary engineered industrial products. FISERV INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company on March 23, 2022, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Fiserv, Inc. Headquartered in Brookfield, Wisconsin, Fiserv, Inc. provides integrated information management and electronic commerce systems and services. FLUOR CORP: Egan-Jones Hikes Senior Unsecured Ratings to B ---------------------------------------------------------- Egan-Jones Ratings Company on March 25, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Fluor Corporation to B from BB-. Headquartered in Irving, Texas, Fluor Corporation provides oil and gas infrastructure construction services. FMC TECHNOLOGIES: Egan-Jones Keeps BB Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on March 25, 2022, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by FMC Technologies, Inc. Headquartered in Houston, Texas, FMC Technologies, Inc. provides oilfield services and equipment. FOSSIL GROUP: Egan-Jones Keeps CCC+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on March 21, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Fossil Group, Inc. to CCC+ from CCC. Headquartered in Richardson, Texas, Fossil Group, Inc. designs, develops, markets, and distributes consumer fashion accessories. FRIDAY HEALTH: A.M. Best Affirms C(Weak) Financial Strength Rating ------------------------------------------------------------------ AM Best has affirmed the Financial Strength Rating of C (Weak) and the Long-Term Issuer Credit Rating of "ccc" (Weak) of Friday Health Plans of Colorado, Inc. (Friday Health) (Alamosa, CO). The outlook of these Credit Ratings (ratings) is stable. Concurrently, AM Best has withdrawn the ratings as the company has requested to no longer participate in AM Best's interactive rating process. The ratings reflect Friday Health's balance sheet strength, which AM Best assesses as very weak, as well as its marginal operating performance, limited business profile and weak enterprise risk management. Friday Health's balance sheet fundamentals remain unfavorable and its risk-adjusted capitalization, as measured by Best Capital Adequacy Ratio (BCAR), is very weak as absolute capital and surplus levels have been strained by operating losses. However, Friday Health's parent continues to support the company through capital contributions ensuring that regulatory statutory minimum requirements are maintained. Operating results remained depressed in 2021 as the company continued to expand. The company reported net operating losses of $13.8 million due to increased medical loss and administrative ratios. The business profile is limited as the company is mainly concentrated in the individual exchange business in select service areas in Colorado and New Mexico, which limits its geographic reach. The company is in the process of evaluating a market entrance into additional service areas. Friday Health is working to develop a more comprehensive risk management processes to support its current operations and business expansion strategy. GAP INC: Egan-Jones Keeps B+ Senior Unsecured Ratings ----------------------------------------------------- Egan-Jones Ratings Company on March 24, 2022, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by The Gap, Inc. Headquartered in San Francisco, California, The Gap, Inc. is an international specialty retailer operating retail and outlet stores. GATEWAY KENSINGTON: Carnicelli Says Debtor Plan Unconfirmable ------------------------------------------------------------- James Carnicelli, Jr., submitted an objection to the approval of the Gateway Kensington LLC's Disclosure Statement. The genesis of this Chapter 11 proceeding was the entry on or about April 25, 2021 of an arbitration award (the "Award"), a copy of which is annexed hereto as Exhibit "1", entered against the Debtor in the amount of $14,333,446.38, plus interest and other relief in favor of Mr. Carnicelli and The Gateway Development Group Inc. On March 8 2022, Gateway Kensington LLC filed a Chapter 11 Plan of Reorganization and a Disclosure Statement. Mr. Carnicelli asserts that the Debtor Disclosure Statement describes an unconfirmable Plan and should therefore not be approved. Additionally, the Debtor Disclosure Statement contains informational inadequacies which require its denial as well. As a result, the Court should deny approval of the Debtor Disclosure Statement. In addition, Mr. Carnicelli has filed his own Plan of Reorganization and Disclosure Statement and will ultimately seek confirmation of the Carnicelli Plan, which he believes is more beneficial to all creditors. Mr. Carnicelli seeks to stop the travesty of the Debtor's and the seventy-five (75) entities related to John J. Fareri ("Fareri"), including but not limited to Fareri Associates, L.P., Greenwich Premier Services Company ("GPSC"), 500 WPA LLC, Westchester Electrical Systems Corp. a/k/a Wescorp, and Christopher Sheskier (the "Other Fareri Parties", and, including Fareri the "Fareri Parties") manipulation of the finances and assets of a huge and successful enterprise to avoid paying two significant creditors, Mr. Carnicelli and Development. As described in the Examiner's Report (the "Examiner's Report", ECF Docket No. 106), excerpts of which are annexed hereto as Exhibit "2", filed on January 25, 2022 by Fred Stevens, Chapter 11 Examiner for the Debtor, "Kensington is a very successful project with around $30 million in aggregate value flowing to its owners to date." However, Kensington did not wish to pay Development, and thereby Mr. Carnicelli as a 49% owner of Development, "the arbitration award (entered) on or around April 25, 2021, against Kensington and in favor of Development in the total amount (including interest) of $14,333,446.38 (the "Award"). What followed the contortions outlined in the Examiner's Report was the instant Chapter 11 filing, and the "staged" companion Chapter 7 filing of Development, Case No. 21-22304 (the "Development Filing"). The purpose of this Objection is to bring to a halt the palpable abuse of the bankruptcy process in this "bad faith" filing. The facts underlying these matters illustrate the extent to which unscrupulous or determined parties responsible for the payment of a debt will go to frustrate the rights of legitimate creditors and make a farce of the bankruptcy system. The Fareri Parties have abused the reorganization process. It is a basic assumption, and requirement, of the Bankruptcy Code that a Chapter 11 petition must be filed in good faith in order for the Debtor to be permitted to attempt to reorganize under the protective veil of Chapter 11. In re Little Creek Development Co. v. Commonwealth Mortgage Corp. The Debtor Plan and the Debtor Disclosure Statement seek to further delay as long as possible the receipt by Howard Magaliff a/t/o The Gateway Development Group, Inc. ("Development Trustee") of payment on the derivative claims. This has the effect of delaying payments to Mr. Carnicelli. The Debtor Plan does not include the repayment of over $21,000,000.00 in transfers and diversions of proceeds occurring in periods leading up to the Arbitration and the Chapter 11 filing. Attorneys for James Carnicelli, Jr.: Robert L. Rattet, Esq. Jonathan S. Pasternak, Esq. DAVIDOFF HUTCHER & CITRON LLP 120 Bloomingdale Road White Plains, NY 10605 Tel: (914) 381-7400 About Gateway Kensington Gateway Kensington, LLC, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-22274) on May 14, 2021, listing up to $10 million in assets and up to $50 million in liabilities. Judge Robert D. Drain presides over the case. Erica R. Aisner, Esq., at Kirby Aisner & Curley, LLP and Priolet & Associates, P.C., serve as the Debtor's bankruptcy counsel and special real estate counsel, respectively. Fred Stevens, the examiner appointed in the Debtor's Chapter 11 case, tapped Klestadt Winters Jureller Southard & Stevens, LLP and Mintzer Mauch, PLLC as his bankruptcy counsel and special counsel, respectively. GATEWAY KENSINGTON: Unsecured Will be Paid in Full in 36 Months --------------------------------------------------------------- Gateway Kensington LLC submitted a First Amended Disclosure Statement explaining its Chapter 11 Plan. The Debtor has continued to market its property during the course of the Chapter 11 case by and through its independent real estate consultant and retained real estate broker, Houlihan Lawrence, Inc. The result of these marketing efforts is the successful closing of two sales 208 and 311. The Debtor also closed on the sale of unit 104 which contract was entered into prior the Petition Date. These sales have enabled the Debtor to satisfy all of its obligations to Sterling Bank and provide funding for the continued carrying costs for the Remaining Units pending their sale. Under the Plan, Class 3 Allowed General Unsecured Claims not otherwise included in Class 2 which is approximately $15.62 million (including $1.2 million of disputed Claims). The Allowed Class 3 Claims will be paid in full, from the Plan Distribution Fund, over 36 months following the Effective Date. Payments to holders of Allowed Class 3 Claims shall commence on the Effective Date and shall continue for 12 quarterly payments thereafter. The Debtor does not anticipate the quarterly payments being equal as the Plan Distribution Fund balance is likely to fluctuate depending on rents received, Operating Reserve Requirements and the sale of Remaining Units. Class 3 is impaired. The Plan will be funded with the Plan Distribution Fund which shall be funded from 3 sources: * Net Sale Proceeds: The Debtor shall continue to market the Remaining Units for sale in the ordinary course of its business. * Debtor's Cash On Hand: The Debtor shall contribute all Cash on hand, which is generated by rental income of the Remaining Units with tenants and the Naples Property, in excess of the Operating Reserve, to the Plan Distribution Fund. * Fareri Contribution: John Fareri shall contribute the Plan Distribution Fund in satisfaction of the Deficiency Estimate, by paying 13 equal quarterly installments of approximately $565,009.47, commencing on the Effective Date. Attorneys for the Debtor: Erica R. Aisner, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road, Suite 237 Scarsdale, New York 10583 Tel: (914) 401-9500 E-mail: EAisner@kacllp.com A copy of the Disclosure Statement dated April 20, 2022, is available at https://bit.ly/36BO6J7 from PacerMonitor.com. About Gateway Kensington Gateway Kensington, LLC, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-22274) on May 14, 2021, listing up to $10 million in assets and up to $50 million in liabilities. Judge Robert D. Drain presides over the case. Erica R. Aisner, Esq., at Kirby Aisner & Curley, LLP and Priolet & Associates, P.C., serve as the Debtor's bankruptcy counsel and special real estate counsel, respectively. Fred Stevens, the examiner appointed in the Debtor's Chapter 11 case, tapped Klestadt Winters Jureller Southard & Stevens, LLP and Mintzer Mauch, PLLC as his bankruptcy counsel and special counsel, respectively. GCG HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating to GCG Holdings, LLC. A B2-PD Probability of Default Rating was also assigned along with a B2 rating on the company's proposed $100 million 5-year 1st lien revolver, $200 million 5-year delayed draw 1st term loan A, and $450 million 1st lien term loan B. The rating outlook is stable. Proceeds from the proposed credit facilities, including a $50 million initial draw on the $100 revolver, will be used to refinance $310 million of existing debt and consolidate ownership of various GCG affiliates by buying out the minority interest portion of the affiliates for $391 million. GCG provides Class II and Class III Electronic Gaming Machines ("EGMs") to tribal and commercial casinos in the Oklahoma market. This is the first time Moody's assigned a rating to GCG. Assignments: Issuer: GCG Holdings, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Gtd Senior Secured 1st Lien Term Loan A, Assigned B2 (LGD3) Gtd Senior Secured 1st Lien Term Loan B, Assigned B2 (LGD3) Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: GCG Holdings, LLC Outlook, Assigned Stable RATINGS RATIONALE The B2 Corporate Family Rating considers GCG's relatively strong pro forma and projected credit metrics – pro forma debt-to-EBITDA is 2.8x. Moody's expects debt-to-EBITDA will drop closer to 2.0x in the next 12-18 months, which speaks to the company's financial policy. Also supporting the ratings are GCG's longstanding customer relationships -- GCG's revenue weighted average relationship tenure is 13 years -- and history of profitable and high margin revenue growth. The company has very high EBITDA margins in excess of 80%. These high EBITDA margins also contribute to the company's good free cash flow profile. Moody's expects the company will generate at least $150 million of annual free cash flow going forward. Key credit concerns include GCG's small size in terms of revenue, narrow product focus, very significant customer and geographic concentration, and relatively lite proposed covenant structure. GCG only has less than $300 million of revenue of which two Tribal clients located in Oklahoma account for over 80% of that revenue. Additionally, despite GCG's strong pro forma and projected credit metrics, the proposed debt agreement allows for a significant increase in leverage. The total net leverage covenant starts at 4.5x through the June 2023 quarter, although it does drop steadily to 3.0 through the March 2026 quarter. Another key credit concern is that some of GCG's Tribal gaming clients do not provide a limited waiver of sovereign immunity which could impair GCG's ability to enforce its claims and retrieve its assets in a distress scenario. Also, as a casino operator, social risk is elevated, as evolving consumer preferences related to entertainment choices and population demographics may drive a change in demand away from traditional casino-style gaming. The B2 assigned to the individual credit facility tranches considers that the credit facilities accounts for GCG's entire debt capital structure and that all three tranches rank pari passu to each other. The stable outlook is based on the demonstrated stability and growth of the Oklahoma gaming market. Oklahoma is the 3rd largest gaming market in the U.S., and the 2nd largest Tribal gaming market by machine count. The company has a 55% share of the class III installed base and 30% share of the total installed base in Oklahoma, Also supporting the stable outlook is GCG's good liquidity profile. The coronavirus outbreak and the government measures put in place to contain it continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, the recovery is tenuous, and continuation will be closely tied to containment of the virus. As a result, a degree of uncertainty around Moody's forecasts remains. Moody's regards the coronavirus outbreak as a social risk under Moody's ESG framework, given the substantial implications for public health and safety. The gaming sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, GCG remains vulnerable to a renewed spread of the outbreak. GCG also remains exposed to discretionary consumer spending that leave it vulnerable to shifts in market sentiment in these unprecedented operating conditions. Additional social risks for gaming companies include high taxes and operating restrictions imposed by governments to mitigate the effects of problem gambling and evolving consumer preferences related to entertainment choices and population demographics that may drive a change in demand away from traditional casino-style gaming. Younger generations may not spend as much time playing casino-style games (particularly slot machines) as previous generations. Data security and customer privacy risk is elevated given the large amount of data collected on customer behavior. In the event of data breaches, the company could face higher operational costs to secure processes and limit reputational damage. Governance risks include the inherent risks that go along with private and concentrated ownership, and the flexibility within the proposed financial covenants increase in leverage should the company decide to do either. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade is limited at this time given GCG's very high customer concentration and the company's ability to increase debt and make restricted payments. A higher rating would require an improved customer and geographic concentration along with the demonstrated ability and willingness to maintain its already strong credit metrics. A ratings downgrade could result if the company loses a significant client, debt-to-EBITDA rises above 5.0x for any reason, or GCG loses its ability to operate under exclusivity arrangements with the various gaming manufacturers. The proposed first lien credit agreement contains provisions for incremental debt capacity that shall not exceed an aggregate principal amount equal to the sum of $187.5 million and 75% of LTM EBITDA along with other pro forma conditions. No portion of the incremental may be incurred with an earlier maturity than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Subsidiary guarantors must provide guarantees whether or not wholly-owned; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. The above are proposed terms and the final terms of the credit agreement can be materially different. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. GCG provides more than 24,000 EGMs to 125 properties, primarily in the Oklahoma gaming market with a small presence in Kansas. GCG is the exclusive distributor of Sci Games, IGT and Sega Sammy in Oklahoma, and has signed non-exclusive agreement with Aristocrat. GCG also offers other equipment including Konami, Everi, Aruze, Novomatic, Insworth, GamingArts and Incredible Technologies. For the LTM period ended December 31, 2021, GCG generated net revenue of $281 million. GENERATOR TECHNOLOGIES: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Generator Technologies, LLC 2187 Highway 51 Suite B Madison, MS 39110 Business Description: Generator Technologies offers various services such as generator installations, generator repairs, generator sales. Chapter 11 Petition Date: April 29, 2022 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 22-00833 Judge: Hon. Jamie A. Wilson Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Les Battles as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DBTN4WI/Generator_Technologies_LLC__mssbke-22-00833__0001.0.pdf?mcid=tGE4TAMA GULF COAST: Says Chapter 11 Plan Is Best Deal for Claimants ----------------------------------------------------------- Rick Archer of Law360 reports that the nursing home chain Gulf Coast Health Care asked a Delaware bankruptcy judge Thursday, April 28, 2022, to approve its Chapter 11 plan, saying it will provide the best possible result for unsecured creditors, including the tort claimants who have opposed it. On the third day of virtual hearings on the proposed plan, Gulf Coast said a deal with its largest landlord and senior lenders to provide $10 million for unsecured creditors is an "extraordinary result" given the "dismal economics" the company is facing. About Gulf Coast Health Care Gulf Coast Health Care, LLC, is a licensed operator of 28 skilled nursing facilities comprising nearly 3,350 licensed beds across Florida, Georgia, and Mississippi. It provides short-term rehabilitation, comprehensive post-acute skilled care, long-term care, assisted living, and therapy services in each of its facilities. Gulf Coast Health Care and 61 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11336) on Oct. 14, 2021. In the petition signed by Benjamin M. Jones as chief restructuring officer, Gulf Coast listed up to $50 million in assets and up to $500 million in liabilities. The cases are handled by Judge Karen B. Owens. The Debtors tapped McDermott Will & Emery LLP and Ankura Consulting Group LLC as legal counsel and restructuring advisor, respectively. M. Benjamin Jones of Ankura serves as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC, is the claims, noticing, and administrative agent. On Oct. 25, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. Greenberg Traurig, LLP, and FTI Consulting, Inc., serve as the committee's legal counsel and financial advisor, respectively. The Debtor filed its proposed Chapter 11 plan and disclosure statement on Oct. 28, 2021. HAJJAR BUSINESS: May 17 Plan Confirmation Hearing Set ----------------------------------------------------- On April 18, 2022, Hajjar Business Holdings, LLC, and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of New Jersey an Amended Disclosure Statement referring to a Plan. On April 25, 2022, Judge John K. Sherwood approved the Amended Disclosure Statement and ordered that: * Written acceptances, rejections or objections to the plan shall be filed not less than 7 days before the hearing on confirmation of the plan. * May 17, 2022 at 10:00 am is fixed as the date and time for the hearing on confirmation of the plan. A copy of the order dated April 25, 2022, is available at https://bit.ly/3KqpkJS from PacerMonitor.com at no charge. Attorneys for Debtors: McMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Suite 201 Roseland, NJ 07068 Tel: (973) 622-1800 Anthony Sodono, III, Esq. Sari B. Placona, Esq. E-mail: asodono@msbnj.com splacona@msbnj.com About Hajjar Business Holdings Hajjar Business Holdings, LLC and 12 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-12465) on Feb. 13, 2020. At the time of filing, Hajjar Business Holdings was estimated to have assets of between $100,000 to $500,000 and liabilities of between $50 million to $100 million. Judge John K. Sherwood oversees the Debtors' cases. Anthony Sodono, III, Esq. and Sari B. Placona, Esq., at McManimon, Scotland & Baumann, LLC, serve as counsel to the Debtors. Wilmington Trust, as lender, is represented by Duane Morris LLP. HEBO FAMILY FOODS: Files for Chapter 11 Bankruptcy -------------------------------------------------- HeBo Family Foods Inc. filed for chapter 11 protection in the District of Massachusetts. HeBo Family Foods estimates between 1 and 49 unsecured creditors, including A-C Motor Express, Bonollo Provision Co., and Custom & Miller Box Co. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for May 18, 2022 at 02:30 P.M. About HeBo Family Foods Inc. HeBo Family Foods Inc. -- https://www.landrysmeatpies.com/ -- is a manufacturer of French meat, Canadian pork and gluten free chicken pot pies. HeBo Family Foods Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 22-10497) on April 19, 2022. In the petition filed by Sean Healey, as president, HeBo Family Foods Inc. listed estimated assets between $50,000 and $100,000 and estimated liabilities between $100,000 and $500,000. The case is assigned to Honorable Chief Bankruptcy Judge Christopher J. Panos. David B. Madoff, of Madoff & Khoury LLP, is the Debtor's counsel. HELIX ENERGY: Egan-Jones Keeps B- Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on March 25, 2022, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Helix Energy Solutions Group, Inc. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Helix Energy Solutions Group, Inc. is an American oil and gas services company. HERBALIFE NUTRITION: Egan-Jones Keeps BB- Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on March 28, 2022, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Herbalife Nutrition Ltd. Headquartered in Los Angeles, California, Herbalife Nutrition Ltd. operates as a nutrition company. HERTZ CORP: Faces New False Reported Stolen Car Arrest Claims ------------------------------------------------------------- Steven Church and David Welch of Bloomberg News report that Hertz Corp. faces new false arrest claims for reported stolen cars. Hertz Corp.faces more complaints that customers were arrested at gunpoint because of disputed reports that they stole the cars they'd rented, a problem the company's new chief executive has been vowing to eradicate. Lawyers suing Hertz say they’re preparing to file about 100 new claims, a move that would boost the total of false arrest allegations to more than 300 and complicate efforts to resolve a legal fight playing out in federal court. The new claims are an early challenge for Chief Executive Officer Stephen Scherr, who took over in February 2022. About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC, as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. * * * Hertz Global and its subsidiaries emerged from Chapter 11 bankruptcy at the end of June 2021. Hertz won approval of a Plan of Reorganization that unimpaired all classes of creditors (who are legally deemed to have accepted it) and was approved by more than 97% of voting shareholders. The Plan provided for the existing shareholders to receive more than $1 billion of value. Recovery by shareholders of close to $8 a share was made possible after a fierce competition among bidders for control in the company. Initial offers from potential bidders for Hertz in its bankruptcy offered nothing for equity. Hertz in May 2021 selected investment firms Knighthead Capital Management LLC and Certares Management LLC, joined by joined by other investors including Apollo Global Management Inc. and a group of existing shareholders, as the winning bidders for control of the bankrupt company. A rival group that included Centerbridge Partners LP, Warburg Pincus LLC and Dundon Capital Partners LLC was outbid at auction. Hertz's Plan eliminated over $5 billion of debt, including all of Hertz Europe's corporate debt, and will provide more than $2.2 billion of global liquidity to the reorganized Company. Hertz also emerged with (i) a new $2.8 billion exit credit facility consisting of at least $1.3 billion of term loans and a revolving loan facility, and (ii) an $7 billion of asset-backed vehicle financing facility, each on favorable terms. HK FACILITY: Amends Classes 2 & 3 Claims Pay Details ---------------------------------------------------- HK Facility Services, Inc., submitted a Fifth Amended Plan of Reorganization which proposes to pay creditors from future revenues generated by the Debtor's business. Generally, the Plan provides that all administrative creditors will be paid in full on the Effective Date of the Plan (which is 30 days after the Order confirming the Plan) unless otherwise agreed. Secured claims with liens on vehicles will continue to be paid in accordance with the terms of their contracts. Secured claims with UCC liens will be paid 100% of their allowed claims. Unsecured claims will receive 100% of the amount of their allowed claims. Payments to secured and unsecured claims shall begin 30 days after the effective date of the plan. Plan term is estimated to be 44 months. Class 2 Secured Claims with UCC Liens consist of the following: * EBF Holdings LLC in the amount of $32,905.00. The basis of this claim is a Merchant Cash Advance secured by 15% of the Debtor's receivables and a UCC lien. * Fox Capital Group Inc. in the amount of $20,287.88. The basis of this claim is a Merchant Cash Advance secured by 15% of the Debtor's receivables and a UCC lien. Current balance after cash collateral payments is $7,787.00. * Newco Capital Group VI LLC in the amount of $31,845.60. The basis of this claim is a Merchant Cash Advance secured by 15% of the Debtor's receivables and a UCC lien. Current balance after cash collateral payments is $19,345.00. Each Class 2 creditor will retain its lien on and security interest in its collateral until its secured claim is paid in full. Payments shall begin thirty (30) days after the Effective Date. Hugh McGuirk, the principal of the Debtor, is a guarantor on each Class 2 claim. Class 3 consists of Unsecured Creditors. Anne Flaherty filed a late claim and the Debtor has agreed to pay the late claim of Anne Flaherty along with the other unsecured claims. Payments shall begin thirty (30) days after the effective date. Hugh McGuirk, the principal of the Debtor, is a guarantor on each Class 3 claim except the claim of Anne Flaherty. Payments to Class 2 and Class 3 Claims The Debtor proposes to pay $7,500.00 monthly, with each secured creditor and each unsecured creditor to receive a pro-rata share of said $7,500.00 each month until all twelve claims have been paid in full. It is estimated that all Class 2 and Class 3 creditors will be paid in 44 months. The Debtor's 5-year projections show that the Debtor will have cumulative projected disposable income sufficient to pay the required payments under the Plan. The Plan is a 44 month plan. The final Plan payment will be in approximately February 2026. A full-text copy of the Fifth Amended Plan dated April 25, 2022, is available at https://bit.ly/3MDMeyR from PacerMonitor.com at no charge. Attorneys for Debtor: Joseph Wrobel, Esq. Joseph Wrobel, Ltd. 206 1954 First Street Highland Park, IL 60035 Tel: (312) 781-0996 Email: josephwrobel@chicagobankruptcy.com About HK Facility Services HK Facility Services, Inc., provides janitorial services to businesses and apartment buildings. Founded in 2016, HK Facility operates its business at 3209 N. Wilke Road, Suite 112, Arlington Heights, Ill. HK Facility filed a petition for Chapter 11 protection (Bankr. N.D. Ill. Case No. 21-10458) on Sept. 9, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Hugh McGuirk, president of HK Facility, signed the petition. Joseph Wrobel, Ltd. is the Debtor's bankruptcy counsel. HKBH PRESCHOOLS: Subchapter V Plan to Pay 100% of Claims -------------------------------------------------------- HKBH Preschools, LLC d/b/a Soaring Eagles Academy filed with the U.S. Bankruptcy Court for the Southern District of Florida a Small Business Plan of Liquidation under Subchapter V dated April 26, 2022. In October 2019, the Debtor provides preschool, free Voluntary Prekindergarten (FREE VPK), and afterschool programs to low and moderate income families in the community of Tamarac from its 10,500 facility located at 5835 N. University Drive, Tamarac, Florida 33321. As a result of the Covid-19 lockdowns, the Debtor experienced a significant disruption in attendance and revenues. Despite Covid-19 relief assistance, the Debtor fell behind on rent payments due to its landlord, DDRM Midway Plaza LLC, a Delaware limited liability company (the "Landlord"). On December 9, 2021, the Landlord commenced an eviction action against the Debtor in DDRM Midway Plaza LLC v. HKBH Preschools, LLC, et. al., in Broward Circuit Court, case no. 21-021724. On January 26, 2022, the Debtor filed for Chapter 11 protection. On April 21, 2022, the Debtor entered into an Asset Purchase Contract (the "APC") with a third party buyer, Steven Jacoby, 4401 N. Hills Drive, Hollywood, FL 33021, subject to bankruptcy court approval. The purchase price is $613,000, $563,000 in cash to be paid at closing and a $50,000 payable to the class 4 equity over time, which does not affect the creditors as the cash component is sufficient to satisfy all allowed administrative and unsecured claims. The contract is not subject to a financing contingency. As part of the Debtor's plan, the Debtor will ask the bankruptcy court to approve the APC and the closing of the transaction with the sale proceeds being deposited into counsel for the Debtor's trust account pending distribution to creditors of 100% of the Allowed Claims without interest within fourteen business days of the closing of the transaction. The Debtor will ask the bankruptcy court to approve the assumption of the lease of the business premises and the assignment of the lease to the buyer. The Plan contemplates payment in full of all creditors. The APC shall result in approximately $563,000, less ordinary credits and closing costs normally paid by a seller at closing, being paid into the trust account of Debtor's counsel which is sufficient to pay all creditors 100% of their allowed claims not later than 14 days following the closing of the APC (the "Effective Date "). Class 2 consists of holders of allowed non-priority unsecured claims in the amount of $504,881.96. The Debtor partially disputes the claim as filed by the Landlord as containing postpetition late charges and interest on prepetition arrearages but hopes to resolve this dispute without having to file an objection. The Debtor also disputes the ATT Services claim in full. Holders of allowed unsecured claims shall be paid in full without interest on the Effective Date as of the date of the Plan are estimated to total $504,881.96. This amount may change as the claims process is concluded. Class 2 is unimpaired under the plan. The interest in the Debtor owned by Alexander Epstein shall receive whatever funds are left over after payment of allowed administrative expenses and allowed unsecured claims. The distributions under the Plan are from the sale proceeds to be paid at the closing of the APC. A full-text copy of the Liquidating Plan dated April 26, 2022, is available at https://bit.ly/3MN77rz from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Gary M. Murphree, Esq. AM LAW, LLC 10743 SW 104th Street Miami, FL 33176 Tel: (305) 441-9530 Fax: (305) 595-5086 Email: gmm@amlaw-miami.com About HKBH Preschools HKBH Preschools LLC, doing business as Soaring Eagles Academy, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 22-10618) on Jan. 26, 2022, disclosing as much as $1 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. The Debtor is represented by Gary M. Murphree, Esq., at A.M. LAW, LLC. HOST HOTELS: Egan-Jones Keeps BB Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company on March 21, 2022, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Host Hotels & Resorts Inc. Headquartered in Maryland, Host Hotels & Resorts Inc. is a real estate trust. HOWMET AEROSPACE: Moody's Hikes CFR to Ba1, Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating and Probability of Default Rating of Howmet Aerospace Inc. to Ba1 and Ba1-PD from Ba2 and Ba2-PD, respectively. Concurrently, Moody's upgraded the company's senior unsecured notes ratings to Ba1 from Ba2. The company's Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-1, reflecting the company's very good liquidity. The ratings outlook is stable. The rating upgrades reflect Moody's expectation that the company will continue to improve its financial leverage, maintain strong cash generation and demonstrate well-balanced financial policies. Favorable end market fundamentals, including a recovery in the commercial aerospace market, support the company's outlook over the next 12-18 months. "Howmet's meaningful reduction in funded debt and pension liabilities over the last year demonstrate the company's proactive actions to improve its financial metrics" said Gigi Adamo, Vice President and Senior Analyst. "Further, strong execution has resulted in substantial EBITDA margin expansion, despite some market headwinds." The following rating actions were taken: Upgrades: Issuer: Howmet Aerospace Inc. Corporate Family Rating, Upgraded to Ba1 from Ba2 Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Preferred Stock, Upgraded to Ba2 (LGD6) from B1 (LGD6) Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 (LGD4) from Ba2 (LGD4) Senior Unsecured Shelf, Upgraded to (P)Ba1 from (P)Ba2 Issuer: Iowa Finance Authority Senior Unsecured Revenue Bonds, Upgraded to Ba1 (LGD4) from Ba2 (LGD4) Outlook Actions: Issuer: Howmet Aerospace Inc. Outlook, Remains Stable RATINGS RATIONALE Howmet's Ba1 CFR reflects its sizable revenue of approximately $5 billion and well-established #1 and #2 market position for many of its core products. The company is a key supplier to the aerospace & defense OEM and Tier I suppliers that comprise approximately 60% of total revenues. Howmet also benefits from its significant presence across a wide and diverse range of key program platforms. Moody's anticipates a more meaningful improvement in credit metrics over the next two years as the commercial aerospace market continues to recover. Further, revenue in its other businesses including defense aerospace and its commercial vehicle wheels and industrials businesses will improve in the latter half of 2022 as supply chain challenges will constrain growth in the first half of the year. At the same time, there is uncertainty around the build rates for certain aerospace & defense program platforms, specifically the Boeing 787 and Lockheed Martin's F-35 program. OEM inventory destocking will continue to maintain production levels in 2022 well below 2019 pre-pandemic levels. Further, a resurgence in COVID variants affecting air travel and related commercial aerospace production demand pose potential credit risks. Additionally, the company is not immune to general macroeconomic related inflationary, labor and supply chain pressures affecting its end markets including commercial transportation. Despite these risks, management's demonstrated track record of effectuating cost reductions, ability to pass through price increases and very good liquidity support the company's credit profile. Howmet's SGL-1 liquidity rating incorporates Moody's expectation that the company will generate strong cash flow over the next 12 to 18 months while maintaining an undrawn $1 billion unsecured revolving credit facility and healthy cash balances. The stable ratings outlook reflects Moody's expectation that Howmet will be able to maintain very good liquidity over the next twelve to eighteen months while moderately further improving its financial leverage profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company's top line grows organically through positive end-market fundamentals. A prospective ratings upgrade would likely be predicated on the demonstration of a track record of maintaining a well-balanced financial policy including improving and sustaining debt/EBITDA below 3.0x while maintaining EBITDA margins above 20%. Successful execution of the commercial aerospace production ramp over the next two to three years as the commercial aerospace market recovers could also support an upgrade. Conversely, ratings could experience downward pressure if debt/EBITDA is sustained at over 4.0x. More aggressive financial policies including debt-financed share repurchases or sizable debt-funded acquisitions as well as EBITDA margins eroding to less than 15% or annual free cash flow falling below $200 million could also lead to a ratings downgrade. Headquartered in Pittsburgh, Pennsylvania, Howmet Aerospace Inc. is a major global player in the lightweight metals and high performance multi-materials sector that serves the aerospace and commercial transportation end-markets. Approximately 60% of the company's revenues are derived from the aerospace and defense end-market. Net sales approximate $5 billion. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. INFINERA CORP: Egan-Jones Keeps CC Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on March 21, 2022, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Infinera Corporation. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in San Jose, California, Infinera Corporation manufactures digital optical telecommunications equipment. INTERDIGITAL INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company on March 22, 2022, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by InterDigital, Inc. Headquartered in Wilmington, Delaware, InterDigital, Inc. designs and develops technology for advanced digital wireless telecommunications applications. JACK IN THE BOX: Egan-Jones Keeps B- Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on March 24, 2022, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Jack in the Box Inc. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in San Diego, California, Jack in the Box Inc. operates and franchises restaurants. JAFFAN INTERNATIONAL: Wins Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Jaffan International, LLC to use the cash collateral of US Foods, Inc. and Syndimate 2017 LP on a further interim basis, retroactive to February 4, 2022. The Debtor is permitted to use cash collateral to pay amounts expressly authorized by the Court, one-quarter of the current and necessary expenses set forth in the budget plus an amount not to exceed 10% for each line item, and additional amounts as may be expressly approved in writing by the Secured Creditors. Moreover, the Debtor is authorized to make monthly adequate protection payments to The Tamm Corporation, Inc. in the regular contractual amount of $1,633. The Tamm Corporation's claim is secured by a first position lien on the Debtor's 4COP liquor license. As adequate protection, the Secured Creditors will have perfected post-petition liens against cash collateral to the same extent and with the same validity and priority as the prepetition liens, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Debtor will also maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditors. The continued hearing on the matter is scheduled for May 2 at 1:30 p.m. A copy of the order is available at https://bit.ly/37LYI8D from PacerMonitor.com. About Jaffan International, LLC Jaffan International, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00459) on February 4, 2022. In the petition signed by Ahmad Maher AlJaffan, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. is the Debtor's counsel. KNOW LABS: Dale Broadrick Has 4.1% Equity Stake as of March 31 -------------------------------------------------------------- Dale Broadrick disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of March 31, 2022, he beneficially owns 1,752,040 shares of common stock of Know Labs, Inc., representing 4.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1074828/000116169722000183/sc_13g.htm About Know Labs Know Labs, Inc., was incorporated under the laws of the State of Nevada in 1998. Since 2007, the Company has been focused primarily on research and development of proprietary technologies which can be used to authenticate and diagnose a wide variety of organic and non-organic substances and materials. The Company's Common Stock trades on the OTCQB Exchange under the symbol "KNWN." Know Labs reported a net loss of $25.36 million for the year ended Sept. 30, 2021, a net loss of $13.56 million for the year ended Sept. 30, 2020, and a net loss of $7.61 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $14.88 million in total assets, $17.42 million in total current liabilities, $603,385 in total non-current liabilities, and a total stockholders' deficit of $3.14 million. LAREDO PETROLEUM: Egan-Jones Cuts Senior Unsecured Ratings to B- ---------------------------------------------------------------- Egan-Jones Ratings Company on March 25, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Laredo Petroleum, Inc. to B- from CCC+. Headquartered in Tulsa, Oklahoma, Laredo Petroleum, Inc. is an independent oil and gas company. LAUREL APPAREL: Has Deal on Cash Collateral Access Thru June 30 --------------------------------------------------------------- Laurel Apparel Group, LLC asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for entry of an order approving the stipulation it has entered into with the U.S. Small Business Administration, as assignee of Celtic Bank Corporation, a secured pre-petition lender with a blanket lien on the Debtor's assets. The Debtor requires the use of cash collateral to pay ordinary expenses associated with the Debtor's business operations, including, but not limited to, funding payroll and other employee-related obligations, and procuring goods and services necessary for operating without interruption. The Debtor sought bankruptcy relief after the COVID-19 pandemic severely impacted its business affairs and it fell behind with several vendors. In addition, despite being in a credit position with Hilldun Corp., its factor, and having invoices available for factoring, Hilldun refused to make further advances under the factoring line and the Debtor is out of cash. The Debtor's members have also recently had several points of disagreement among themselves. As a result, the Debtor decided its best course of action was to sell its assets to maximize the return for creditors. Pre-petition, on May 6, 2020, the Debtor executed an SBA Note, pursuant to which the Debtor obtained a loan in the amount of $150,000. The terms of the Note require the Debtor to pay principal and interest payments of $731 every month beginning 12 months from the date of the Note over the 30-year term of the SBA Loan. The SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice of penalty. According to the Stipulation, the parties agree the Debtor may use cash collateral in accordance with the budget, with a 15% variance until entry of an Order Confirming the Debtor's Plan of Reorganization, or June 30, 2022, whichever occurs earlier. As adequate protection, SBA will be granted a replacement lien on property of the Estate, except for avoiding power claims, in connection with the Debtor's use of cash collateral. A copy of the motion and the Debtor's budget for the period from April 7 to July 7, 2022 is available at https://bit.ly/3kdrmCt from PacerMonitor.com. The Debtor projects $28,000 in total inflow and $28,518 in total expenditures for 30 days. About Laurel Apparel Group Los Angeles-based Laurel Apparel Group, LLC operates an apparel manufacturing business. Laurel Apparel Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-11974) on April 7, 2022, listing $425,882 in assets and $1,570,054 in liabilities. Gregory K. Jones serves as Subchapter V trustee. Judge Sheri Bluebond presides over case. Daniel J. Weintraub, Esq., at Weintraub & Selth, APC is the Debtor's legal counsel. LEAN HARBORS: Egan-Jones Keeps BB- Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on March 28, 2022, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Clean Harbors Environmental Services, Inc. Headquartered in Norwell, Massachusetts, Clean Harbors Environmental Services, Inc. provides hazardous and non-hazardous material management and disposal services. LEGACY LIFESTYLES: Chapter 15 Case Summary ------------------------------------------ Fifteen affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Chapter 15 Debtor Case No. ----------------- -------- Legacy Lifestyles Destin LP 22-01246 P.O. Box 754 Callender, ON, POH, 1H0 Canada Legacy Lifestyles Summerlin GP Inc. 22-01261 Legacy Lifestyles Summerlin LP 22-01262 Legacy Lifestyles Trailwinds GP Inc. 22-01263 Legacy Lifestyles Trailwinds LP 22-01265 Legacy Lifestyles Trailwinds Property LLC 22-01266 Legacy Lifestyles Destin GP Inc. 22-01248 Legacy Lifestyles Destin Property LLC 22-01249 Legacy Lifestyles Ft. Myers Property LLC 22-01251 Legacy Lifestyles Longleaf GP Inc. 22-01253 Legacy Lifestyles Longleaf LP 22-01255 Legacy Lifestyles Longleaf Property LLC 22-01256 Legacy Lifestyles Ocoee GP Inc. 22-01258 Legacy Lifestyles Ocoee LP 22-01259 Legacy Lifestyles Ocoee Property LLC 22-01260 Chapter 15 Petition Date: April 7, 2022 Court: United States Bankruptcy Court Middle District of Florida Judge: Hon. Lori V. Vaughan Foreign Representative: Allan Rutman ZEIFMAN PARTNERS INC. 201 Bridgeland Ave North York, ON, M6A 1Y7 Canada Foreign Proceeding: Case No. CV-21-Q0668821-00CL, Superior Court of Justice, Ontario, Canada Foreign Representative's Local Counsel: Erica Baines, Esq. DENTONS COHEN & GRIGSBY P.C. Mercato - Suite 6200 9110 Strada Place Naples, FL 34108 Tel: (239) 444-1839 Email: erica.baines@dentons.com Foreign Representative's Counsel: James R. Irving, Esq. Gina M. Young, Esq. DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower 101 South Fifth Street Louisville, Kentucky 40202 Tel: (502) 587-3606 Email: james.irving@dentons.com gina.young@dentons.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Lead Debtor's Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/F2ZR5VA/Legacy_Lifestyles_Destin_LP__flmbke-22-01246__0001.0.pdf?mcid=tGE4TAMA LMBE-MC HOLDCO II: Moody's Lowers Rating on Sr. Secured Debt to B1 ------------------------------------------------------------------ Moody's Investors Service downgraded the rating assigned to LMBE-MC Holdco II, LLC's senior secured credit facilities to B1 from Ba3 and revised the rating outlook to negative from stable. RATINGS RATIONALE The rating action reflects the deterioration in the credit quality of Talen Energy Supply, LLC (Talen: Ca Corporate Family Rating), the indirect owner of LMBE-MC, and considers the uncertainty that Talen's stressed financial profile may have on existing affiliate agreements from an operational and financial perspective should Talen seek to restructure. That said, the B1 rating takes into consideration the ring-fencing provisions incorporated into LMBE-MC's financing structure that, combined with its sound standalone financial performance, helps to mitigate the risk of LMBE-MC being consolidated into a Talen restructuring. The existence of these ring-fencing provisions indicate incremental governance provisions under Moody's ESG framework which factors into today's rating action. Affiliate agreements include Energy Management Agreements (EMA) under which Talen Energy Marketing (TEM) is entitled to purchase all of the electricity and capacity of LMBE-MC's generation facilities and procures and delivers at market prices all the natural gas utilized in operations. The amount payable by TEM to LMBE-MC is equal to the revenues received for the sales of energy and capacity less certain costs incurred, primarily fuel. The amounts due under the EMAs are required to be settled in cash twice monthly, which helps to lower the amount of intercompany receivables between the parties. Each of the individual projects pay TEM a monthly fee for the services they provide. LMBE-MC is also party to a Commodity ISDA with TEM, amounts under which are settled monthly. Under the terms of the LMBE-MC Commodity ISDA, neither LMBE-MC nor its counterparty are required to provide credit support. Talen has established a central cash-management account for the benefit of its recourse subsidiaries, including TEM. Based on that relationship, at December 31, 2021, there were no account receivables due from Talen to LMBE-MC, and LMBE-MC owed Talen $4 million. Ring-fencing provisions established at the LMBE-MC level and at its parent, LMBE-MC Holdco I, LLC (LMBE-MC Holdco) provide a degree of credit insulation from Talen. These considerations include a comprehensive list of separateness provisions in the LLC agreements and in the credit agrement as well as an independent manager requirement. Regarding the latter, the written consent of the independent manager is required for LMBE-MC and LMBE-MC Holdco to take any material action, including a bankruptcy filing. Also there is language that directs the independent manager to consider the interests of LMBE-MC and LMBE-MC Holdco, including its respective creditors, in acting or voting on material actions. Moody's understanding is that the current independent manager is a non-affiliated person employed by a firm that provides governance-related services. Additionally, Moody's note that Talen received $385 million at financial close in December 2018 that occurred in conjunction with the asset transfer from Talen to LMBE-MC. During fiscal years 2019 through 2021, LMBE-MC paid $76 million in aggregate distributions to Talen. LMBE-MC's standalone financial performance and liquidity position have remained sound. Specifically, LMBE-MC's debt-to-EBITDA has remained at less than 4.5 times since 2019 while internal cash flow in 2021 was sufficient to reduce term loan borrowings by approximately $27 million. Term loan debt outstanding as of December 31, 2021 was approximately $353 million compared to $450 million when the 7-year term loan closed in December 2018, a level that is modestly above the required December 31, 2021 Target Debt Balance of $341.63 million. The current strong power pricing environment should allow LMBE-MC to continue to reduce term debt and generate sound financial metrics. The senior secured term loan matures December 2025. Moody's view the recent publication of LMBE-MC's 2021 audited financial statements with an unqualified opinion from PWC, its auditor, as supportive of the B1 rating. LMBE-MC's liquidity position at year-end 2021 included $25 million of restricted cash and $10 million of availability under its $25 million revolving credit facility due December 2023. The only items outstanding under the revolving credit facility were letters-of-credits. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING In light of the rating action and continued uncertainty around Talen, upward rating action is not anticipated. The rating outlook could be changed to stable should LMBE-MC's financial performance remain at or near historical levels and there is no material financial or operational issues arising under the affiliate agreements should Talen need to restructure. Any evidence of credit contagion with Talen would trigger negative action. Moreover, LMBE-MC's rating could be downgraded if its financial performance deteriorates meaningfully causing debt-to-EBITDA to increase to more than 6.5x. LMBE-MC owns two gas-fired electric generating facilities located in Bangor, Pennsylvania: the two-unit 1,700-megawatt Martins Creek power plant (Units 3&4) and the 600-megawatt Lower Mt. Bethel power plant. LMBE-MC is 100% owned by Talen. The principal methodology used in these ratings was Power Generation Projects Methodology published in January 2022. LUCKY STAR-DEER: Auction of Flushing Property Set for May 2 ----------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York authorized Victoria Towers Development Corp., an affiliate of Lucky Star-Deer Park LLC, to sell the real property commonly known as 133-38 Sanford Avenue, in Flushing, New York, to Sanford Avenue Partner LLC, subject to overbid. The Bid Procedures as set forth in Exhibit A to the Application and the Order are approved, and the Debtor is authorized to take any and all actions necessary or appropriate to implement the Bid Procedures. The Stalking Horse Contract is approved and Sanford is authorized to act as the Stalking Horse bidder at the Auction. The auction sale of the Sanford Sale Units, if necessary, will be conducted by The Kantrow Law Group, PLLC, via video conference on May 2, 2022, at 11:00 a.m. upon the terms set forth in the Bid Procedures. In the event that the only Qualified Bid is the bid of the Stalking Horse, then the Stalking Horse Contract will be the Successful Bid for the Sanford Units and the Debtor will not be required to conduct an Auction, and in such event the Debtor will proceed with the approval of the Stalking Horse Contract with the Stalking Horse as the Successful Bidder. All Bids must be sent and received by (a) counsel to the Debtor, The Kantrow Law Group, PLLC, 6901 Jericho Turnpike, Suite 230, Syosset, New York 11791, Attention: Fred S. Kantrow (fkantrow@thekantrowlawgroup.com); (b) counsel to the Stalking Horse Bidder, Kravit Partners, LLC, 27 Red Barn Road, Hyde Park, New York 12538, Attention: Margarita Ginzburg (mginzburg@kravit.com), by April 25, 2022, at 4:00 p.m. The Court will hold a hearing to confirm the sale of the Sanford Units on May 11, 2022, at 10:00 a.m. The Debtor will serve the Order by regular mail or electronic mail upon all parties served with the Application and any known interested bidders. A copy of the Exhibit A is available at https://tinyurl.com/34wwucfp from PacerMonitor.com free of charge. About Lucky Star-Deer Park Lucky Star-Deer Park, LLC, is a single asset real estate as defined in 11 U.S.C. Section 101(51B). The company is based in Flushing, N.Y. Lucky Star-Deer Park and affiliates, Flushing Landmark Realty LLC and Victoria Towers Development Corp., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 20-73301, 20-73302 and 20-73303) on Oct. 30, 2020. On Nov. 3, 2020, another affiliate, Queen Elizabeth Realty Corp., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-73327). Judge Robert E. Grossman oversees the cases, which are jointly administered under Case No. 20-73301. At the time of the filing, Lucky Star-Deer Park listed up to $50,000 in assets and up to $500,000 in liabilities. The Debtors tapped Rosen & Kantrow, PLLC as bankruptcy counsel; Certilman Balin and The Law Offices of Fred L. Seeman as special counsels; Joseph A. Broderick, P.C. as accountant; and Miu & Co. as audit consultant. MANITOWOC COMPANY: Egan-Jones Keeps BB- Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on March 21, 2022, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Manitowoc Company, Inc. Headquartered in Milwaukee, Wisconsin, Manitowoc Company, Inc. is a diversified industrial manufacturer of cranes and related products. METRONET SYSTEMS: $65MM Loan Add-on No Impact on Moody's B3 CFR --------------------------------------------------------------- Moody's Investors Service says the ratings on MetroNet Systems Holdings, LLC (MetroNet or MatureCo) including its B3 corporate family rating and B2 bank credit facility rating as well as the stable outlook are unchanged following the company's announcement that it would be raising a $65 million fungible add-on to its existing term loan. All of the proceeds from the new loan will be used to repay some of the outstanding drawn amounts under the company's $175 million revolving credit facility. The company's recent performance continues to show success in growing network, penetration and overall subscribers leading to growth in revenue and EBITDA. The additional debt will push Metronet's leverage on a historical basis to above 8x (Debt to EBITDA, Moody's adjusted). However Moody's adjusted leverage falls back to around 7x based on a run-rate EBITDA that includes most recent subscriber count, as well as synergies and EBITDA from recent acquisitions. Moody's continues to expect MetroNet to operate with an aggressive financial policy of elevated leverage and to continue to use its revolver along with its cash balance to fund growth capex through its sister company, DevCo (where speculative network build out is performed). The funding of DevCo is governed by a maximum investment basket. As developments hit a target penetration or their two year anniversary, whichever comes first, they are transferred to MetroNet freeing-up availability under the investment basket. MetroNet provides fiber-based high-speed broadband, video and voice services to residential and commercial customers in small-to-mid-sized communities in the Midwest. Through its 100% fiber-to-the-premises network, it is able to offer reliable speeds of up to 1 GB which allows it to compete at the top of current speed offerings. MetroNet is typically mostly present in markets where it is the only provider of fiber-based broadband with its competitors in those markets made up of cable and telecom operators. MINESEN COMPANY: Taps Crowell & Moring as Special Counsel --------------------------------------------------------- The Minesen Company received approval from the U.S. Bankruptcy Court for the District of Hawaii to hire Crowell & Moring, LLP to give advice regarding federal Occupational Safety and Health Administration (OSHA) issues. The firm will be employed at discounted hourly rates ranging from $695 to $905 and the Debtor will pay the firm a retainer of $10,000. David Wolff, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Wolff, Esq. Crowell & Moring LLP 1001 Pennsylvania Avenue NW Washington, DC 20004 Tel.: +1.202.624.2500 Fax: +1.202.628.5116 Email: djwolff@crowell.com About The Minesen Company The Minesen Company -- http://www.innatschofield.com/-- owns a transient military lodging facility at Schofield Barracks in central Oahu known as the Inn at Schofield Barracks. Amenities include queen-sized beds, coffee maker, refrigerator, microwave, television, Internet, air conditioning, laundry, and 24-hour convenience store. The Minesen Company filed a petition for Chapter 11 protection (Bankr. D. Hawaii Case No. 19-00849) on July 4, 2019, listing up to $50 million in assets and up to $10 million in liabilities. Max Jensen, president of The Minesen Company, signed the petition. Judge Robert J. Faris oversees the case. The Debtor tapped Goodsill Anderson Quiin & Stifel as bankruptcy counsel; Snell & Wilmer, LLP, Keith M. Kiuchi, A Law Corporation and Crowell & Moring, LLP as special counsels. Joseph M. Salvator CPA, PC is the Debtor's accountant. MISSOURI JACK: Unsecureds to Recover 7% to 8% Under Plan -------------------------------------------------------- Missouri Jack, LLC, et al., submitted a First Amended Disclosure Statement. On Feb. 25, 2021, the Debtors Filed a motion for orders authorizing the Debtors' financing, which sought Court approval of postpetition financing in the aggregate amount of $500,000 for all of the Debtors combined. The DIP Motion was approved by the Court by Order entered on March 17, 2021. On August 18, 2021, the Debtors Filed a further motion requesting Court approval of post-petition financing in the aggregate amount of $2,500,000 for all the Debtors combined. The second DIP Motion was granted on an interim basis by Order entered August 26, 2021. On November 15, 2021, the Debtors Filed a third DIP Motion seeking Court approval of post-petition financing in the amount of $2,500,000.00. By Court order entered on December 7, 2021, the Court authorized up to an aggregate amount of $1,850,000 of the DIP financing requested and set a continued hearing to address the remaining balance of the DIP Loan for February 25, 2022. Post-petition financing was necessary to cover ongoing operating expenses. The source for all the post-petition financing is the Debtors' manager, TNH. The financing obtained was unsecured. As of Dec. 6, 2021, the Debtors have the following approximate amounts of available cash on hand: MoJack: $460,189; IlJack: $164,333; Conquest: $111. The MoJack Debtor and IlJack Debtor are proposing a plan to reorganize that provides for the continuing operation of their businesses after Confirmation of the Plan. After a lengthy period of negotiations, the MoJack Debtor and IlJack Debtor each arrived at an agreement for a consensual plan with JIB which is embodied in the JIB Plan Supplement and the Plan. Pursuant to the JIB Plan Supplement, JIB agrees to concession under the JIB Franchise Agreements, including the following: * Modification reductions in royalty rates. * Authorization for the MoJack Debtor to close certain locations, without triggering defaults under the JIB Franchise Documents; provided certain payments are made to JIB. * Modification of certain royalties due with respect to previously closed locations and in connection with the additional locations authorized to be closed in connection with the reorganization. * JIB acceptance of no dividend on its unsecured claims in the IlJack and MoJack Cases. * Consent by JIB to the assumption of the JIB Franchise Agreements (as modified by the JIB Plan Supplement) and JIB Franchise Leases for the remaining locations. * Additional concessions discussed more fully in the JIB Plan Supplement. In addition, Secured Creditor, Trinity, has agreed to a restructuring of its secured note on favorable payment terms which treatment is incorporated into the Plan. After the filing of the Cases, the Disputed Claim held by CNB was purchased by an entity known as Pegasus. The Debtors' believe that Elghanian is a member of Pegasus and was also a former member of the Debtors. Pegasus has expressed an interest in acquiring the equity Interests in the Reorganized Debtors (see summary below). The conditions and procedures under the Plan for acquisition of the equity Interests in the Reorganized Debtors is summarized below and explained in greater detail in Article IV of the Plan. Should Pegasus elect to proceed with its acquisition, reach agreement with the Debtors, and obtain approval from JIB to the Transfer provisions of the JIB Franchise Documents, its Claim will be converted to equity under the Plan. Otherwise, TNH intends to use the DIP Claim to acquire the equity Interests by converting it to equity; and, absent an alternative consensual arrangement with Pegasus, the Debtors intend to proceed with confirmation pursuant to Bankruptcy Code § 1129(b) and prosecute the Pegasus Adversary Action which seeks among other things to determine the nature, extent, validity, priority and amount of the Disputed Claim asserted by Pegasus, deem it to be entirely unsecured, undersecured or subordinated and seeks disallowance of the POC filed by Pegasus. The Debtors believe that the Plan is feasible and confirmable regardless of the outcome of such litigation. Under the Plan, Class 9 General Unsecured Claims against the Mojack Debtor totaling $3,147,530. Each Holder of an Allowed General Unsecured Claim shall receive, up to the full amount of such Holder's Allowed General Unsecured Claim, its Pro Rata share (taken together with any Allowed General Unsecured Claim of Pegasus), of the following: General Unsecured Annual Plan Payments. The Holders of Allowed General Unsecured Claims will receive their respective portion of up to 5 General Unsecured Annual Plan Payments, if any, on or before March 31 of the year following each General Unsecured Annual Payment Determination Date, which shall be distributed Pro Rata among the Holders of the Allowed General Unsecured Claims in Classes 8 (to the extent of the Allowed Pegasus' General Unsecured Claim, if any), 9 and 9A (taking into consideration the Disputed Claims, if any). General Unsecured Final Plan Payment. In the event the distribution of General Unsecured Annual Plan Payments does not aggregate at least $230,000 by December 31, 2026, then the Plan Funder shall contribute the sum of $230,000 on or before March 31, 2027, which shall be distributed Pro Rata among the Holders of the Allowed General Unsecured Claims in Classes 8 (to the extent of the Allowed Pegasus' General Unsecured Claim, if any) and 9 (taking into consideration the Disputed Claims, if any). General Unsecured Disputed Claims. The Pro Rata distribution on account of the Disputed Claims against the MoJack Debtor, if any, in this Class shall be deposited into a Plan Reserve until entry of a Final Order resolving the Disputed Claim at which time the proceeds will be distributed to the Claimant to the extent such claim is Allowed or, to the extent disallowed, to the other Holders of the Allowed Claims in this Class. Class 9 is impaired. Class 9A General Unsecured Claims against the Iljack Debtor totaling $225,517.75. Each Holder of an Allowed General Unsecured Claim against the IlJack Debtor shall receive, up to the full amount of such Holder's Allowed General Unsecured Claim against the IlJack Debtor, its Pro Rata share (taken together with any Allowed General Unsecured Claim of Pegasus), of the following: General Unsecured Annual Plan Payments. The Holders of Allowed General Unsecured Claims will receive their respective portion of up to 5 General Unsecured Annual Plan Payments, if any, on or before March 31 of the year following each General Unsecured Annual Payment Determination Date, which shall be distributed Pro Rata among the Holders of the Allowed General Unsecured Claims in Classes 8 (to the extent of the Allowed Pegasus' General Unsecured Claim), 9 and 9A (taking into consideration the Disputed Claims, if any). General Unsecured Final Plan Payment. In the event the distribution of General Unsecured Annual Plan Payments does not aggregate at least $20,000 by December 31, 2026, then the Plan Funder shall contribute the sum of $20,000 on or before March 31, 2027, which shall be distributed Pro Rata among the Holders of the Allowed General Unsecured Claims in Classes 8 (to the extent of the Allowed Pegasus' General Unsecured Claim, if any) and 9A (taking into consideration the Disputed Claims, if any). General Unsecured Disputed Claims. The Pro Rata distribution on account of the Disputed Claims, if any, in this Class shall be deposited into a Plan Reserve until entry of a Final Order resolving the Disputed Claim at which time the proceeds will be distributed to the Claimant to the extent such claim is Allowed or, to the extent disallowed, to the other Holders of the Allowed Claims in this Class. Class 9A is impaired. With respect to Classes 9 and 9A, General Unsecured Creditors holding Claims against the MoJack Debtor and IlJack Debtor will receive 5% of Net Free Cash Flow for a period of five years from the Effective Date. Based on the Debtors' financial projections, and excluding the General Unsecured Claim of Pegasus (which may be converted to equity pursuant to the Plan), there may be no Net Free Cash Flow for the five-year period following the Effective Date, which are referred to as the General Unsecured Annual Plan Payments. In the event the distribution of General Unsecured Annual Plan Payments does not aggregate at least $230,000 for the MoJack Debtor and $20,000 for the IlJack Debtor by December 31, 2026, then the Plan Funder shall contribute (a) the sum of $230,000 to the MoJack Debtor on or before March 31, 2027, which shall be distributed Pro Rata among the Holders of the Allowed General Unsecured Claims in Classes 8 (to the extent of the Allowed Pegasus' General Unsecured Claim, if any) and 9 (taking into consideration the Disputed Claims, if any), and (b) the sum of $20,000 to the IJack Debtor on or before March 31, 2027, which shall be distributed Pro Rata among the Holders of the Allowed General Unsecured Claims in Classes 8 (to the extent of the Allowed Pegasus' General Unsecured Claim, if any) and 9A (taking into consideration the Disputed Claims, if any). Assuming arguendo that Pegasus converts its Disputed Claim to equity pursuant to the Plan so that no distribution is made on account of Pegasus' General Unsecured Claim, the Pro Rata distribution to General Unsecured Claimants is projected to be approximately 7%-8%. However, the MoJack Debtor and IlJack Debtor are hopeful that post Effective Date operating performance will improve, which will in turn result in additional Net Free Cash Flow being made available to creditors. Should operating performance improve significantly, the increase in distribution to General Unsecured Creditors could be material. Nevertheless, it cannot fall below a minimum aggregate distribution of $250,000. Class 9b General Unsecured Claims Against the Conquest Debtor totaling $23,792.75. On the Effective Date, in full, final and complete satisfaction, compromise, settlement, and release of and in exchange for, the Holders of the General Unsecured Claims against the Conquest Debtor shall receive Cash from liquidation of the Conquest Debtor remaining after payment of any senior Claims. Class 9B is impaired. All amounts necessary for the Debtors to make payments or distributions under the Plan shall be obtained from the proceeds of the Plan Contribution or New Value Contribution (or sale proceeds), as applicable and continued operation of the JIB Restaurants. Unless otherwise agreed, distributions required by this Plan on account of Allowed Claims shall be the sole responsibility of the Reorganized MoJack Debtor and IlJack Debtor; provided that any Allowed Administrative Claim that is satisfied prior to the Effective Date shall also be an obligation of the Plan Funder. In the event that the Plan Contributor becomes the Plan Funder, all Cash and receipts as of the Effective Date (whether on deposit in the DIP Accounts, in process or held at the JIB Restaurants) shall be segregated and used exclusively for distributions under the Plan, including, without limitation, the payment of Administrative Expenses. Reorganization Attorneys for Missouri Jack, LLC, Illinois Jack, LLC, and Conquest Foods, LLC Debtors and Debtors-in-Possession: Sandford L. Frey, Esq. Dennette A. Mulvaney, Esq. Robyn B. Sokol, Esq. LEECH TISHMAN FUSCALDO & LAMPL, INC 200 S. Los Robles Avenue, Suite 300 Pasadena, CA 91101 Telephone: (626) 796-4000 Facsimile: (626) 795-6321 Email: sfrey@leechtishman.com rsokol@leechtishman.com - and - David A. Sosne, Esq. SUMMERS COMPTON WELLS LLC 8909 Ladue Rd St. Louis, MO 63124 A copy of the Disclosure Statement dated April 20, 2022, is available at https://bit.ly/38YBFHY from PacerMonitor.com. About Missouri Jack Missouri Jack, LLC, and its affiliates Illinois Jack, LLC and Conquest Foods, LLC, collectively own and operate 70 Jack in the Box restaurants throughout Missouri and Illinois pursuant to various franchise related agreements with Jack in the Box Inc., a Delaware corporation, and its affiliated entities. The Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on Feb. 16, 2021 (Bankr. E.D. Mo. Case No. 21-40540). The petitions were signed by Navid Sharafatian, manager of TNH Partners, LLC, the sole manager of Missouri Jack and Illinois Jack, and the sole managing member of Conquest. Missouri Jack disclosed $10 million to $50 million in estimated assets, and $1 million to $10 million in estimated liabilities. Judge Barry S. Schermer oversees the cases. Leech Tishman Fischaldo & Lampl, Inc. and Summers Compton Wells, LLC serve as the Debtors' bankruptcy counsel and local counsel, respectively. On Dec. 13, 2021, the Debtors filed a jointly Chapter 11 plan of reorganization and disclosure statement. MOLSON COORS: Egan-Jones Keeps BB+ Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on March 24, 2022, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Molson Coors Beverage Company. Headquartered in Chicago, Illinois, Molson Coors Beverage Company operates as a beverage company. The Company brews and produces beer. NOORJAHAN HAGGERTY: Unsecureds Get Share of Disposable Income ------------------------------------------------------------- Noorjahan Haggerty, Inc. submitted an Amended Subchapter V Plan of Reorganization. Debtor owns all of its own equipment and furnishings, and has no secured debt. Debtor estimates the value of its equipment and furnishings at $90,000 and the total value of its assets, as of the Petition Date at almost $130,000. Class I All Allowed General Unsecured Claims. Allowed Claims resulting from the rejection of any contracts or unexpired leases shall be included as Class I General Unsecured Claims. As reported in Debtor's Schedules, Debtor estimates the amount of all General Unsecured Claims to be $54,780.60. Two Proofs of Claim were filed in this Case asserting General Unsecured Claims. The Landlord filed a Proof of Claim asserting a Claim in the amount of $67,747.36, which had be Scheduled by Debtor in the amount of $51,441.50. Consumers Energy Company filed a Proof of Claim in the amount of $761.60, which had been Scheduled by Debtor in an unknown amount because Debtor had not yet received its monthly invoice as of the Petition Date. If both the Landlord and Consumers Energy Company Proofs of Claim are Allowed in the amounts stated on the respective Proofs of Claim, total Class I General Unsecured Claims shall be $71,848.06. If the lease with the Landlord is assumed, the total Class I General Unsecured Claims is expected to be substantially lower. Holders of Allowed Class I Claims shall receive a Pro Rata share of the Projected Disposable Income based on all Class I Allowed Unsecured Claims. Starting 6 months after the Effective Date, and every 6 months thereafter the Reorganized Debtor shall distribute all of its Projected Disposable Income to Class I Creditors (each an "Semi-Annual Payment"). The Semi-Annual Payments shall continue until the earlier of (i) payment of all Class I Claims in full or (ii) three years have passed since the Effective Date of the Plan. All Semi-Annual Payments shall be distributed to Holders of Allowed Unsecured Claims on a Pro Rata basis. The Debtor's Projected Disposable Income is approximately $1,500 per month for the first year, equating to two Semi-Annual Payments of $9,000 each; $1,150 per month for the second year, equating to two Semi-Annual Payments of $6,900 each; and $1,900 per month for the third year, equating to two Semi-Annual Payments of $11,400 each. Accordingly, total Projected Disposable Income during the three-year life of the Plan is $54,600. In the event that Debtor rejects the lease with Landlord and relocates to a new location, Debtor's Projected Disposable Income shall be reduced due to transition and relocation expenses, and the Semi-Annual Payments shall not commence until 12 months after the Effective Date and Projected Disposable Income payable under the Plan shall be $45,600. If the Plan is not confirmed, Debtor estimates that Class I General Unsecured Creditors will receive a return on their Class I Claims of between 0 and 58% of the amount of their Allowed Claim. See the Liquidation Analysis attached as Exhibit A for more information. Class I is impaired. Upon the Effective Date, Debtor will become the Reorganized Debtor. The Reorganized Debtor shall continue operating Debtor's business, shall collect all revenues and income, and shall distribute such revenues and income as provided under the terms of this Plan. During the Payment Period, the Reorganized Debtor shall retain Mr. Mutaher as its President, Mr. Hayi as its co-manager and head chef, and Mr. Sumon as a supervisor and co-manager. The Reorganized Debtor may retain other employees, including Insiders, at commercially reasonable rates of compensation. Attorneys for the Debtor: Ryan D. Heilman, Esq. WERNETTE HEILMAN PLLC 40900 Woodward Ave., Suite 111 Bloomfield Hills, MI 48304 Tel: (248) 835-4745 E-mail: ryan@wernetteheilman.com A copy of the Plan dated April 20, 2022, is available at https://bit.ly/3K48XCA from PacerMonitor.com. About Noorjahan Haggerty Noorjahan Haggerty, Inc., operates an Indian cuisine restaurant in Livonia, Michigan. It first opened the restaurant for business in late June of 2021. Noorjahan Haggerty filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-40197) on Jan. 12, 2022, listing as much as $100,000 in both assets and liabilities. Syed Mutaher, president, signed the petition. Judge Thomas J. Tucker oversees the case. Wernette Heilman PLLC serves as the Debtor's counsel. NORTHEASTERN ILLINOIS UNIVERSITY: Moody's Ups Issuer Rating to Ba1 ------------------------------------------------------------------ Moody's Investors Service has upgraded Northeastern Illinois University's issuer rating to Ba1 from Ba2 and Certificates of Participation rating to Ba2 from Ba3. Total outstanding direct debt at the end of fiscal 2021 was approximately $47 million. The outlook is stable. RATINGS RATIONALE The upgrade of Northeastern Illinois University's (NEIU) issuer rating to Ba1 reflects continued strengthening of the State of Illinois' (Baa1/stable) fiscal condition with positive downstream effects to the university and an improving operating environment. The state's recently enacted fiscal 2023 budget increases direct operating appropriations to the university by 5%, as well as increased monetary assistance program (MAP) funding which provides financial aid for students. Both are favorable for the university's operating environment, adding greater budget predictability and supporting student affordability. Increased pension contributions by the state lessens the risk of the state shifting future pension liabilities and associated contributions to the university. Nonetheless, NEIU's issuer rating remains constrained by its heavy reliance on the State of Illinois for operating support and a highly challenged brand and strategic positioning. The university receives over 50% of its overall operating revenue from the state, which still faces material long-term fiscal challenges, making NEIU vulnerable to future funding volatility or reduced appropriations. And, while operating performance has strengthened, recent improvement is bolstered by non-recurring federal pandemic support with future performance reliant primarily on the ability to generate net tuition revenue, increased state support, and cost containment efforts. Brand and strategic positioning challenges are evidenced by sustained and persistent full-time equivalent enrollment losses, with enrollment declining by more than 40% over the past decade. Additionally, the university's capital spending has been below depreciation for multiple years resulting in an increasing age of plant, which could further weaken the university's brand and strategic positioning over the long run. Other credit factors considered include relatively low-direct debt, solid liquidity, sound annual debt service coverage, and a highly liquid investment portfolio. The certificates of participation are rated one notch below the issuer rating due to the contingent nature of the obligation. RATING OUTLOOK The stable outlook reflects Moody's expectations of increased and on-time payments from the State of Illinois, resulting in steady EBIDA margins over the outlook period. It also reflects expectations that management will continue managing expenses as the university faces continued enrollment pressures. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Continued improvement in the state's fiscal condition over multiple years, resulting in further strengthening of NEIU's operating environment Significant improvement in strategic position, reflected in enrollment and net tuition revenue growth and less reliance on the state to fund operations Continued growth in balance sheet reserves FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Weakening of the State of Illinois' fiscal condition resulting in uncertainty surrounding direct operating support and on-behalf payments Inability to curb enrollment losses Material weakening of liquidity or erosion of operating performance and debt service coverage LEGAL SECURITY The Certificates of Participation (COPs) are payable from both state-appropriated funds and from budgeted legally available funds of the university from sources other than state appropriations, including tuition and fees. While the COPs are payable from NEIU's broad budget and the obligation to pay can be terminated in the event that it does not receive sufficient state appropriations and the board determines the university does not have other legally available funds. PROFILE NEIU is a regional comprehensive public university with multiple campuses in the Chicago metropolitan area. It is designated by the US Department of Education as a Hispanic-Serving Institution. Fall 2020 full-time equivalent student enrollment was 4,672 students and fiscal 2020 operating revenue was approximately $170 million, as calculated by Moody's. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. NORTHERN ILLINOIS UNIVERSITY: Moody's Hikes Issuer Ratings to Ba1 ----------------------------------------------------------------- Moody's Investors Service has upgraded Northern Illinois University's (IL) issuer and Auxiliary Facilities System Revenue Bond (AFS) ratings to Ba1 from Ba2 and its Certificates of Participation (COP) rating to Ba2 from Ba3. Total outstanding debt at the end of fiscal 2021 approximately $261 million. The outlook is positive. RATINGS RATIONALE The upgrade of Northern Illinois University's (NIU) issuer rating to Ba1 reflects continued strengthening of the State of Illinois' (Baa1/stable) fiscal condition with positive downstream effects to the university and an improving operating environment. The state's recently enacted fiscal 2023 budget increases direct operating appropriations to the university by 5%, as well as increased monetary assistance program (MAP) funding which provides financial aid for students. Both are favorable for the university's operating environment, aiding greater budget predictability and supporting student affordability. Increased pension contributions by the state lessens the risk of the state shifting future pension liabilities and associated contributions to the university. Nevertheless, NIU's credit quality remains constrained by its heavy reliance on the State of Illinois for operating support and a highly competitive student market. NIU receives approximately 40% of its revenue from the state, which faces significant long-term fiscal challenges despite recent improvements, making the university vulnerable to future funding volatility. Student charges historically account for over 40% of revenue, a source that has been significantly pressured because of enrollment losses. And, while operating performance has recently strengthened, improvement is bolstered by non-recurring federal pandemic support with longer-term performance reliant primarily on NIU's ability to generate revenue from student charges, increased state support, and cost containment efforts. Additionally, the university's capital spending has been below depreciation for multiple years, resulting in an elevated age of plant, which could erode the university's already challenged brand and strategic positioning over the long term. Other favorable credit factors considered include a relatively sizable scope of operations and very good overall wealth. An offsetting consideration is still relatively thin liquidity. The Ba1 rating on the auxiliary facilities system (AFS) revenue bonds incorporates the university's Ba1 issuer rating as well as the broadness of the pledge and available financial reserves. The Ba2 rating on the certificates of participation (COPs) are rated one notch below the issuer and auxiliary facilities bond rating due to the contingent nature of the obligation. RATING OUTLOOK The positive outlook reflects prospects for credit improvement if the university is able to maintain continued operating performance stability and increase liquidity, driven by increased state funding and enrollment growth. It also reflects Moody's expectations that management will continue working towards a goal of modifying NIU's footprint and cost structure to reflect student demand and operating revenue. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Sustained strengthening of operating performance resulting in improved liquidity Improvement in the state's fiscal condition, improving NIU's operating environment Evidence of enrollment stabilization and net tuition revenue growth FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Weakening of the State of Illinois' fiscal condition resulting in uncertainty surrounding direct operating support and on-behalf payments Return to moderate operating deficits, pressuring the university's liquid reserves Inability to curb overall full-time equivalent enrollment losses LEGAL SECURITY The Auxiliary Facilities System Revenue bonds are secured by the sum of net revenue, pledged fees and pledged tuition. Net revenue, pledged fees and pledged tuition are covenanted to be adjusted in amounts that will maintain 2.0x maximum annual debt service (MADS) coverage. Pledged fees are derived from the system and may be adjusted to reflect actual and projected fee increases. Inclusive of the system's net revenue, pledged fees, and pledged tuition, fiscal 2021's coverage far exceeded its covenant requirement with MADS coverage at 12x. The Series 2014 COPs are payable from state appropriated funds and budgeted legally available funds of the board. Legally available funds include student tuition (subject to the prior pledge for AFS revenue bonds), certain fees, certain investment income, and indirect cost recoveries on grants and contracts. The board is required to transfer pledged tuition to pay for the operating and maintenance costs of the AFS if AFS revenues are insufficient, and these expenses have a priority position over debt service for the COPs. The COPs are unsecured, and the installment agreement can be terminated in the absence of budgeted legally available funds, resulting in a weaker security than the secured pledge provided to AFS bonds. PROFILE Northern Illinois University is a multi-campus public university with its main campus in the City of DeKalb, IL (A2), and three satellite campuses that primarily serve graduate students. The university has a broad array of undergraduate and graduate academic programs, including concentrations in education, business, engineering, health and human science, law, and visual and performing arts. Fall 2021 total full-time equivalent student enrollment was 13,153. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. OMNIQ CORP: Provides AI Technology to Parkway Corp -------------------------------------------------- OMNIQ CORP. assisted and provided AI Technology for Parkway Corp in revolutionizing the Philadelphia airport rideshare experience. As a result of severe congestion caused by a construction project on its roadway system, Philadelphia International Airport (PHL) decided to rethink how its TNC vehicles access roadways. Drivers entering the new road are matched with ride share passengers in a seamless, near-zero-wait manner by technology that checks license plates against real-time data. The omniQ vehicle recognition system reads license plates, identifies state jurisdiction of each plate and can recognize the make and color of vehicles. John Whiteman, executive director of parking and mobility sales for omniQ, describes the result as a frictionless and transformative experience stating "The system's impressive speed and instant communication with other TNC platforms increases vehicle throughput and reduces driver wait times along with idling and associated carbon emissions, a win for the parking operator, the airport, the ride share customers, & the environment. Its the 'win-win-win' situation we love to see. We are grateful to our friends at Parkway Corp for including us in this spotlight project." The omniQ VRS systems have been deployed in 45 large U.S. airports from coast to coast. Shai Lustgarten, CEO of omniQ also noted, "The recognition from an industry pioneer such as Uber further shows how our commitment to innovation is not only transforming the parking and mobility industry but also impacting the bottom line for businesses globally. It's the kind of positive experience that keeps customers choosing your location and services over any others." About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq reported a net loss of $13.14 million for the year ended Dec. 31, 2021, a net loss of $11.50 million for the year ended Dec. 31, 2020, and a net loss attributable to the company's common stockholders $5.31 million. As of Dec. 31, 2021, the Company had $75.08 million in total assets, $72.78 million in total liabilities, and $2.30 million in total equity. POLYMER INSTRUMENTATION: June 9 Plan Confirmation Hearing Set ------------------------------------------------------------- On March 9, 2022, debtor Polymer Instrumentation & Consulting Services, LTD, d/b/a Polymics filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a Disclosure Statement referring to a Plan. On April 25, 2022, Judge Mark J. Conway approved the Disclosure Statement and ordered that: * May 26, 2022 is fixed as the last day for submitting written acceptances or rejections of the plan. * May 26, 2022 is fixed as the last day for filing and serving written objections to confirmation of the plan. * June 2, 2022 is fixed as the last day for filing with the Court a tabulation of ballots accepting or rejecting the plan. * June 9, 2022 at 10:00 am in the United States Bankruptcy Court, Max Rosenn U.S. Courthouse, Courtroom 2, 197 S. Main Street, Wilkes-Barre, Pennsylvania 18701, is fixed for the hearing on confirmation of the plan. A copy of the order dated April 25, 2022, is available at https://bit.ly/3OWSTGv from PacerMonitor.com at no charge. Counsel for the Debtor: Robert E. Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY P.C. 2320 North Second Street, P.O. Box 60457 Harrisburg, PA 17106-0457 Tel: (717) 238-6570 About Polymer Instrumentation & Consulting Services Ltd. Polymer Instrumentation & Consulting Services, Ltd., a State College, Pa.-based firm that conducts business under the name Polymics, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 21-01056) on May 10, 2021, listing as much as $10 million in both assets and liabilities. Tim T. Hsu, president of Polymer, signed the petition. Judge Mark J. Conway oversees the case. The Debtor tapped Robert E. Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C. as bankruptcy counsel; Beard Law Company and Morgan, Lewis & Bockius, LLP as special counsel; Chen & Fan Accountancy Corp. as accountant; and Strategic Resource as management and financial advisor. PRO-DEMOLITION INC: Continued Operations to Fund Plan Payments -------------------------------------------------------------- Pro-Demolition, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization under Subchapter V dated April 26, 2022. The Debtor's operations were negatively impacted by COVID-19. In June 2021, the Debtor was forced to move its headquarters from a leased facility in Orlando, Florida (near the airport) to Apopka, Florida, causing a significant loss of business and moving costs. Fortunately, the Debtor and its landlord have reached a Settlement Agreement, approved by this Court, which resolves the litigation, provides an immediate cash flow to the Debtor, and allows the Debtor to continue normal operations in Apopka. Finally, the Debtor's President and 100% owner, Mickey Grosman, had to attend to his spouse's medical issues during the aforementioned events. Mr. Grosman could not focus his sole efforts on the Debtor and reestablish his presence in the industry. The Debtor filed the instant Bankruptcy Case to preserve the value of its business, restructure its debt obligations, and resolve its issues with the landlord. Class 9 consists of all Allowed General Unsecured Claims. Holders of Class 9 Claims shall receive either (1) a one-time distribution equaling 50% of each Allowed Claim on the Effective Date or (2) monthly pro rata distributions. The monthly distributions will continue for 36 months from the Effective Date. The Debtor will commit all its disposable income to satisfy the debts of the General Unsecured Creditors. The maximum Distribution to Class 9 Claimholders shall be equal to the total amount of the Class 9 Claims, and no Class 9 Holder shall receive an amount greater than the amount of its Allowed Unsecured Claim. Class 9 Claimholders must notify the Debtor of its decision to receive a discounted distribution or monthly distributions by the Confirmation Hearing. If a Class 9 Claimholder does not make an election by the Confirmation Hearing, such Class 9 Claimholder shall receive a discounted distribution. Payments shall commence on the Effective Date. Class 9 is Impaired. Class 10 consists of all equity interests in Pro-Demolition, Inc. Class 10 Interest Holders shall retain their respective Interests in the Debtor in the same proportions such Interest were held as of the Petition Date. Class 10 is Unimpaired. The Plan contemplates the Debtor will continue to manage and operate its business in the ordinary course, but with restructured debt obligations. It is anticipated that the Debtor's continued operations will be sufficient to make the Plan Payments. The Debtor's Principal, Mickey Grosman, will contribute to the Plan Payments, to the extent necessary. Funds generated from the Debtor's operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Plan of Reorganization dated April 26, 2022, is available at https://bit.ly/3w2k2z8 from PacerMonitor.com at no charge. Attorneys for the Debtor: Justin M. Luna, Esq. Latham Luna Eden & Beaudine LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com About Pro-Demolition Pro-Demolition, Inc., is a demolition company doing business since 1999. Pro-Demolition engages in building structure demolition, land clearing, tree removal and excavation for residential and commercial properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00267) on Jan. 26, 2022. In the petition signed by Mickey Grosman, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lori V. Vaughan oversees the case. Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP, is the Debtor's counsel. PURDUE PHARMA: Clashes With DOJ Over Opioid Lawsuit Settlement -------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that a $6 billion deal hung in the balance Friday, April 29, 2022, as OxyContin maker Purdue Pharma LP and its wealthy owners squared off against the U.S. Justice Department over the firm's opioid lawsuit settlement. The sides met in a New York courtroom to argue over a plan to funnel billions of dollars to opioid crisis abatement efforts and settle trillions of dollars of legal claims against the drugmaker. Purdue Pharma won approval of the deal in bankruptcy court last 2021, but an appeals judge later threw out the accord in a shock decision. About Purdue Pharma Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsels; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk, LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. Purdue filed its Chapter 11 Plan on March 15, 2021. A 12th amended Chapter 11 plan was filed on Sept. 2, 2021, which was confirmed on Sept. 17. Purdue divides the claims against it into several categories, one of which it calls "PI Claims," consisting of claims "for alleged opioid-related personal injury." The plan provides for the creation of the "PI Trust," which will administer all PI Claims. The trust will be funded with an initial distribution of 300 illion on the effective date of the Chapter 11 plan, followed by a distribution of $200 million in 2024, and distributions of $100 million in 2025 and 2026. In sum, "[t]he PI Trust will receive at least $700 million in value, and may receive an additional $50 million depending on the amount of proceeds received on account of certain of Purdue's insurance policies." The Plan further provides that Purdue's ability to recover from its insurers will be vested in a "Master Disbursement Trust." To the extent any proceeds are recovered from Purdue's insurers with respect to the PI Claims, up to $450 million of those proceeds will be channeled from the MDT to the PI Trust. However, the PI Trust will be funded regardless of whether anything is recovered from Purdue's insurers. Instead, "[d]istributions to the PI Trust are subject to prepayment on a rolling basis as insurance proceeds from certain of Purdue's insurance policies are received by the MDT and paid forward to the PI Trust." R. INVESTMENTS: Court Confirms Third Amended Plan ------------------------------------------------- Judge Elizabeth E. Brown has entered an order confirming the Third Amended Chapter 11 Plan of Reorganization of R. Investments, RLLP. The Debtor has complied with all applicable provisions of chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"), the Plan meets the requirements of sections 1122 and 1123 of the Bankruptcy Code, and the Debtor has complied with section 1125 of the Bankruptcy Code. That all insiders involved in the Debtor's post-confirmation activities, including RI-2 NewCo and RI-2 SubCo, are disclosed in the Plan and in the Amended Disclosure Statement in Support of Amended Chapter 11 Plan of Reorganization Dated August 16, 2021, along with any relationships to the Debtor. The Debtor has disclosed the identity and affiliations of any individuals proposed to serve, after confirmation of the Plan, as officers, directors, or other managers of the Debtor, RI2 NewCo, and RI-2 SubCo, and the continuance or appointment as such is consistent with the interests of creditors. Each Holder of a Claim or Interest has accepted the Plan or will receive or retain under the Plan property of a value, as of the Effective Date of the Plan, that is not less than the amount that such Holder would receive or retain if the Debtor was liquidated under chapter 7 of the Bankruptcy Code. Class 1 under the Plan is unimpaired and presumed to accept the Plan. Class 2 under the Plan is impaired and the only creditor now holding an allowed claim in Class 2 has accepted the Plan. Class 3 under the Plan is impaired and has voted to accept the Plan. Class 4 under the Plan is impaired and has voted to accept the Plan. With respect to Class 2 under the Plan, the treatment thereof: (i) does not discriminate unfairly under section 1129(b)(1) of the Bankruptcy Code, and (ii) is fair and equitable under section 1129(b)(2)(A)(i) and (iii). On the Effective Date of the Plan, all property of the estate will vest in RI-2 SubCo free and clear of all liens and claims, except as otherwise provide for in the Plan, any applicable Stipulation, or this Order. The Plan otherwise meets the requirements for confirmation specified under section 1129 of the Bankruptcy Code. About R. Investments R. Investments, RLLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-11011) on March 4, 2021. William Travis Steffens, chief executive officer, signed the petition. At the time of the filing, the Debtor was estimated to have $500,000 to $1 million in assets and $10 million to $50 million in liabilities. Judge Elizabeth E. Brown oversees the case. The Debtor tapped Moye White, LLP as bankruptcy counsel and the Law Offices of Silver & Brown as special counsel. R1 RCM: Moody's Assigns Ba2 CFR, Outlook Stable ----------------------------------------------- Moody's Investors Service assigned ratings to R1 RCM Inc., including a Ba2 corporate family rating, Ba2-PD probability of default rating, and Ba2 instrument ratings to the healthcare revenue cycle management ("RCM") company's senior secured first-lien credit facilities. The facilities consist of a $600 million revolver expiring 2026 (that is being upsized from an existing $450 million liquidity facility), a $700 million ($691 million outstanding) term loan A due 2026, a $500 million term loan A due 2027, and a $540 million term loan B due 2029. Moody's also assigned an SGL-1 speculative grade liquidity rating, reflecting the publicly traded company's very good liquidity profile. The outlook is stable. New-term-loan proceeds plus $3,230 million of R1 common equity are slated to be used to effect the acquisition of Revint Holdings, LLC (dba "Cloudmed") (including the repayment of all of Cloudmed's existing $857 million of net debt), to meet transaction fees and to allocate cash to R1's balance sheet. Upon closing of the proposed transaction, which Moody's anticipates will be in the second quarter, Moody's expects to withdraw all of Cloudmed's ratings, including its B3 CFR and B3-PD PDR. Moody's regards R1's public equity ownership and management's intention to reduce financial leverage quickly as governance factors in support of the assigned ratings under Moody's ESG framework, and a key driver of today's credit rating. The following ratings/assessments are affected by the action: Issuer: R1 RCM Inc. Corporate family rating, assigned Ba2 Probability of default rating, assigned Ba2-PD Gtd senior secured first-lien term loans, maturing 2026, 2027 and 2029, assigned Ba2 (LGD4) Gtd senior secured first-lien revolving credit facility expiring 2026, assigned Ba2 (LGD4) Speculative grade liquidity rating, assigned SGL-1 Outlook, stable The assigned ratings are subject to review of final documentation and no material change to the size, terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE The B3 CFR assigned to R1 reflects the company's quickly growing, nearly $2.0 billion revenue scale, a more diversified ownership structure as a result of the Cloudmed purchase, and high initial, Moody's adjusted debt-to-EBITDA leverage of 4.9 times, pro-forma as of year-end 2021. Moody's expects opening leverage will moderate briskly, to about 3.6 times by the end of this year, more in keeping with many other services industry issuers also rated at the Ba2 CFR category. Anticipated strong, high-single-digit interest coverage, steady, mid-20%s margins, and free cash flow as a percentage of debt rising into the double-digits by next year, as well as very good liquidity as reflected in the SGL-1 rating, support the rating. Healthcare industry trends -- including increased healthcare spending and labor inflation, higher patient volumes with lower margins, a rise in costs attributed to waste and abuse, and greater, regulatory-driven complexity in the billing process itself ? also support the rating. Moody's opening pro-forma leverage is a little more than a full turn higher than management's, as Moody's does not add back to EBITDA substantial, $74 million in stock-based compensation that Moody's expect will continue to be high. However, Moody's gives credit for the majority of $35 million in "strategic initiatives" outlined by the company, as well as restructuring and employee transitioning expenses. Additionally, Moody's standard adjustments include $67 million of incremental debt for capitalized leases. Moody's expects low-double-digit-percentage organic revenue growth at the combined company in 2022, as case volumes at hospitals continue to rebound as society emerges from the COVID pandemic. Both R1 and Cloudmed have generated strong revenue growth in recent years, some of it acquisition-driven. R1 is four times the size of Cloudmed, and Moody's expects integration challenges to be minor, as the combined company leverages the successes that R1 itself has demonstrated in past acquisitions (including a significant purchase in each of the past four years). Synergy assumptions are minimal. The roughly $4.25 billion acquisition of Cloudmed is intended, like other, recent acquisitions, to augment R1's transformation to more technology-based services. R1 has sought to distinguish itself by marrying its domain expertise in the standardization of healthcare RCM processes with an increasingly sophisticated, scalable technology platform. The outsized acquisition multiple is perhaps justified by Cloudmed's cloud-based platform, rapid growth and margin expansion, while leverage is tempered by the use of common stock, which accounts for fully 76% of the purchase price. In Moody's view, the inclusion of Cloudmed will enhance R1's existing functionality in areas such as underpayments, complex claims and charge capture, and provide new functionality such as DRG (diagnosis-related group) validation and the sale of modular software point solutions to providers. Cloudmed's services help recover underpaid or unidentified revenue for its customers, which include more than 400 of the largest healthcare providers in the US, including almost all of the top 50. Through acquisitions, R1 continues to diversify its end markets away from acute-care hospitals and into hospital- and office-based physicians and emergency care facilities, while they have also helped ease pronounced customer concentration with a single, critical healthcare system (and substantial owner of R1), Ascension Health Alliance (Aa2, stable). In 2021 R1 extended, for ten years, the term of its professional services agreement with Ascension, which in 2022 will provide about 47% of R1's revenue, as compared with 60% last year, and 90% in 2017. R1's status as a publicly traded company, with robust reporting requirements, earnings guidance, and a communicative management team; the reduction in concentrated, pre-transaction institutional ownership towards 50%; the employment of relatively moderate leverage in recent years, despite an active acquisition platform; and a proposed credit program that includes financial covenants and mechanisms for deleveraging: together lead Moody's to view governance considerations as a driver of this ratings action. The SGL-1 liquidity rating reflects Moody's view of R1's liquidity profile as very good, demonstrated by cash balances that have steadily averaged more than $130 million for the past eight quarters, and an ample, $600 million revolver, whose $80 million in outstandings at closing are expected to be paid off in 2022. Moody's expects free cash flow to roughly double in 2023 over expected 2022 levels of about $150 million, which as a percentage of debt compare favorably to many Ba2- and even Ba1-rated business services industry issuers. Required annual amortization payments for the two term loans are $65 million combined. Cash balances could build to well over $300 million by late 2023. Financial covenants apply to the revolver and term loan A only, and include a maximum total net leverage ratio (to be defined) of 5.0 times, with a step-down to 4.5 times after six quarters, and a static minimum interest coverage ratio of 3.0 times. To the extent an acquisition or a share repurchase is actioned, there is a step-up in the leverage ratio by a half turn for the immediately following four fiscal quarters. The leverage covenant is not contingent upon any minimum level of revolver borrowings. Moody's expect the company to be well within covenant strictures over the next 12 to 18 months. The Ba2 ratings assigned to the debt instruments reflect R1's all-senior-secured-debt capital structure. The revolver and term loans are pari passu with regard to the application of collateral proceeds in the event of a default. Both the revolver and the term loans have a first-priority security interest in substantially all tangible and intangible assets of the borrower and its domestic subsidiaries. Given the single class of debt, the instrument ratings are the same as the company's Ba2 CFR. Terms of the new credit agreement contain provisions for incremental debt capacity up to the greater of $265 million and 50% of consolidated EBITDA for the trailing four fiscal quarters plus additional amounts subject to pro-forma total net leverage of no more than 4.50 times (if pari passu secured). The maturity of incremental facilities must be no earlier than the maturity of the existing facilities. Subsidiaries are required to provide guarantees only if they are domestic, material, wholly-owned and part of the restricted group. One hundred percent of material net asset sale proceeds are to be used to reinvest in the business or to repay the B term loan within 365 days of receipt. There will be, additionally, the requirement that 50% of excess cash flow be used to pay down the B term loan, with step-downs to 25% and 0% if the first-lien net leverage ratio is 0.5 times less than, and 1.0 times less than, the first-lien net leverage ratio at the closing date, respectively, subject to a minimum threshold of $50 million. Unrestricted subsidiaries are prohibited from owning intellectual property that is material to R1's operations. The stable rating outlook reflects Moody's expectation that, with the smooth integration of Cloudmed, organic revenue growth of at least low-double-digit percentages and the maintenance of attractive mid-20%s EBITDA margins will allow for brisk deleveraging over the next 12 to 18 months, to 3.6 times by late 2022, and 2.7 times by the end of 2023. EBITA coverage of interest expense will build from a strong 2022-anticipated level of 6.4 times, to nearly 8.0 times in 2023. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the high initial leverage of debt leverage, Moody's does not anticipate upgrade pressure to develop in the near term. Over the longer term, the ratings could be upgraded if R1 continues to grow revenue scale at roughly double-digit rates, if liquidity remains very good, and both debt-to-EBITDA leverage and free cash flow continue to improve. Additional financial flexibility from a largely unsecured debt capital structure and a track record of achieving and commitment to maintaining moderate financial leverage and balanced financial strategies would also be supportive of higher ratings. A ratings downgrade could result if organic revenue grows at no better than mid-single-digit percentages, if Moody's expects debt-to-EBITDA leverage will be sustained above 4.0 times over a prolonged period, free cash flow as a percentage of debt remains below 10% for a prolonged period, or if liquidity deteriorates The principal methodology used in these ratings was Business and Consumer Services published in November 2021. With Moody's-expected 2022 revenue approaching $2.0 billion, Chicago-based R1 RCM (NASDAQ: RCM) provides technology-enhanced revenue cycle management and physician advisory services to healthcare providers including acute-care hospitals and hospital- and office-based physicians and emergency medical facilities. After the proposed acquisition of Cloudmed, affiliates of private equity firm New Mountain Capital will own approximately 30% of R1, sponsor TowerBrook Capital Partners will own around 21% and primary customer Ascension Health will own about 17%. RANCHO CIELO: July 27 Hearing on Disclosure Statement ----------------------------------------------------- Judge Sheri Bluebond has entered an order that a hearing on the Rancho Cielo Estates, Ltd.'s First Amended Disclosure Statement and a further status conference on the Debtor's chapter 11 case will be held on July 27, 2022, at 2:00 p.m. The Debtor must file a First Amended Disclosure Statement on or before July 6, 2022. Any Objections to the Debtor's First Amended Disclosure Statement must be filed on or before July 15, 2022. The Debtor's reply to any objections to the Debtor's First Amended Disclosure Statement must be filed on or before July 20, 2022. Attorneys for the Debtor: Jeffrey S. Shinbrot, Esq. JEFFREY S. SHINBROT, APLC 15260 Ventura Blvd., Suite 1200 Sherman Oaks, CA 91403 Tel: (310) 659-5444 Fax: (310) 878-8304 E-mail: jeffrey@shinbrotfirm.com About Rancho Cielo Estates Rancho Cielo Estates, LTD, based in Gardena, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-12306) on Feb. 29, 2020. In the petition signed by Peter Fagrell, president, the Debtor disclosed $3,207,977 in assets and $142,576,987 in liabilities. The Hon. Sheri Bluebond oversees the case. Jeffrey S. Shinbrot, Esq., at Jeffrey S. Shinbrot, APLC, serves as bankruptcy counsel to the Debtor. REN-A-CENTER INC: Egan-Jones Cuts Senior Unsecured Ratings to BB ---------------------------------------------------------------- Egan-Jones Ratings Company on March 28, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Rent-A-Center, Inc. to BB from BB+. Headquartered in Plano, Texas, Rent-A-Center, Inc. operates franchised and company-owned Rent-A-Center and ColorTyme rent-to-own merchandise stores. RESHAPE LIFESCIENCES: BDO USA Resigns as Auditor ------------------------------------------------ BDO USA, LLP resigned as the independent registered public accounting firm of Reshape Lifesciences Inc. effective upon the date of filing of the Company's Form 10-Q for the quarter ended March 31, 2022. BDO's report on the Company's financial statements for the fiscal years ended Dec. 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended Dec. 31, 2021 and 2020, and through the interim period ended April 8, 2022, there were no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to BDO's satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its report on any of the Company's financial statements for those periods. During the fiscal years ended Dec. 31, 2021 and 2020 and the subsequent interim period through April 8, 2022, there were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K). The Company has not engaged a new independent registered public accounting firm as of April 14, 2022 (the date of this report). The Company will disclose its engagement of a new independent registered public accounting firm once the process has been completed and as required by the SEC's rules and regulations. About ReShape Lifesciences ReShape Lifesciences (Obalon Therapeurtics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. ReShape reported a net loss of $61.93 million for the year ended Dec. 31, 2021, a net loss of $21.63 million for the year ended Dec. 31, 2020, and a net loss of $23.67 million for the year ended Dec. 21, 2019. REVLON INC: Egan-Jones Cuts Senior Unsecured Ratings to CCC- ------------------------------------------------------------ Egan-Jones Ratings Company on March 23, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Revlon, Inc. to CCC- from CC. Headquartered in New York, Revlon, Inc. manufactures, markets, and sells beauty and personal care products. RIGHT ON BRANDS: Inks Deal With FMS to Develop Additional Franchise ------------------------------------------------------------------- Right on Brands Inc. signed an agreement with FMS Franchise Group Alpharetta, GA to develop a franchise model to add to the three stores already in existence. Franchise Marketing Systems will develop and work with Endo Dispensary & Wellness to complete a franchise strategy questionnaire which accurately describes Endo Dispensary & Wellness expansion goals and key success targets. Franchise Marketing Systems will prepare a structured and detailed business plan that franchise partners of Endo Dispensary & Wellness may use in presenting to financial institutions, malls, community centers or other purposes. This business plan will also include a marketing plan for the franchise owners of Endo Dispensary & Wellness. This will be a final written document for Endo Dispensary & Wellness to expand rapidly. This document will include Strategic survey and questionnaire, Brand development Focus, Endo Dispensary & Wellness Goal Establishment and Market Focus. About Right on Brands, Inc. Right on Brands, Inc.'s business is conducted through its wholly-owned subsidiaries, Humbly Hemp, Endo Brands, and Humble Water Company. Humbly Hemp sells and markets a line of hemp enhanced snack foods. Humble Water Company is in a partnership with Springhill Water Co. to develop a line of High Alkaline, Natural Mineral Water, and a bottling and packaging facility. Endo Brands creates and markets a line of CBD consumer products and through ENDO Labs, a joint venture with Centre Manufacturing, creates white label products and formulations for CBD brands. Right On Brands is at the focus of health and wellness. Right on Brands reported a net loss attributable to the company of $1.85 million for the year ended March 31, 2021, a net loss attributable to the company of $3.47 million for the year ended March 31, 2020, a net loss attributable to stockholders of the company of $6.08 million for the year ended March 31, 2019, and a net loss attributable shareholders of the company of $804,146 for the year ended March 31, 2018. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Aug. 4, 2021, citing that the Company has suffered significant losses from inception and had a significant loss from operations. These conditions raise substantial doubt about its ability to continue as a going concern. ROBERT STROUMPOS: Unsecureds Will Get 10% of Claims in 5 Years -------------------------------------------------------------- Robert Stroumpos DDS, PC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization dated April 25, 2022. Robert J. Stroumpos DDS, PC ("Stroumpos DDS") started operations in 2009. Robert J Stroumpos DDS, PC operates a dental office providing routine dental services to roughly 1,000 patients. Stroumpos DDS had to file bankruptcy due to the closing of its second office location which decreased income. Additionally, the COVID-19 pandemic was a significant loss of income in 2020 and 2021. The Debtor filed this case on January 25, 2022, to seek protection from aggressive collection efforts by creditors that, if continued, would be to the detriment of other creditors. Debtor proposes to pay allowed unsecured based on the liquidation analysis and cash available. Debtor anticipates having enough business (new clients) and cash available to fund the plan and pay the creditors pursuant to the proposed plan. Debtor's Plan of Reorganization provides for the continued operations of the Debtor in order to make payments to its creditors as set forth in this Plan. Debtor seeks to confirm a consensual plan or reorganization so that all payments to creditors required under the Plan will be made directly by the Debtor to its creditors. Class 4 consists of Allowed Secured Claims. Allowed Secured Claims are secured by property of the Debtor's bankruptcy estate. The following class contains Debtor's secured pre-petition claim and the proposed treatment under the Plan: * 4-1 U.S. Small Business Administration ("SBA") has not filed a Proof of Claim. The Debtor's schedules reflect a secured cl aim in the amount of $370,300.00 on the Debtor's equipment, fixtures, and inventory. This claim is under-secured. The amount of collateral to secure this claim equates to $349,196.94. Debtor will pay $349,196.94 at 3.75% interest per annum in monthly installments over the next 60 months. The payments will be $6,391.67 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following the effective date of the plan. The unsecured portion of this claim will be treated as general unsecured pursuant to Class 5 of the Plan. * 4-2 U.S. Small Business Administration ("SBA") has a secured claim in the amount of $150,000.00. This claim of the SBA is under-secured. There is no collateral to secure this claim. The Debtor proposes to pay the SBA as a general unsecured claim pursuant to Class 5 of the Plan. The Debtor will pay 10% of the claim for a total of $15,000.00 over 60 months. The payments will be $250.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following the effective date of the plan. * 4-3 Itria Ventures had a secured claim in the amount of $124,985.00. On January 25, 2022, Debtor received from Itria Ventures that the Paycheck Protection Program loan (PPP) had been forgiven since the filing of the petition. The Debtor is no longer required to provide for any payments to Itria Ventures under this Plan. The amount owed is now $0.00. Class 5 consists of Allowed Unsecured Claims which are impaired. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next 5 years beginning not later than the 15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the additional 4 years remaining on this date. Nothing prevents Debtor from making monthly or quarterly distributions that may begin on the 15th day of the month after the effective date of confirmation, so as long as 1/5 of the annual distributions to the general allowed unsecured creditors are paid by each yearly anniversary of the confirmation date of the plan. The Debtor's General Allowed Unsecured Claimants will receive 10% of their allowed claims under this plan. Class 6 consists of Equity Interest Holder which is not impaired under the Plan. The current owner will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Class 5 Claimant is not impaired under the Plan. Debtor anticipates the continued operations of the business to fund the Plan. All guarantees and other obligations shall be deemed modified to reflect the restructuring of the primary obligations under the Plan. If the plan is confirmed, a creditor may not enforce liability under a guaranty or other third-party claim unless the Debtor defaults under the Plan for that creditor. In the event of default, only the amount owing under the Plan shall be recovered from the guarantor. This provision is intended to apply to creditors who ha d previously recovered judgments against the guarantor. A full-text copy of the Plan of Reorganization dated April 25, 2022, is available at https://bit.ly/3OHwywn from PacerMonitor.com at no charge. The Debtor is represented by: Robert C. Lane The Lane Law Firm 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com About Robert Stroumpos Robert Stroumpos DDS, PC filed a petition for Chapter 11 protection (Bankr. S.D. Tex. Case No. 22-80010) on Jan. 25, 2022, listing up to $500,000 in assets and up to $1 million in liabilities. Robert Stroumpos, owner/president, signed the petition. Judge Jeffrey P. Norman oversees the case. The Debtor tapped The Lane Law Firm as legal counsel. SALEM HARBOR: Unsecureds to Receive $175,000 Under Plan ------------------------------------------------------- Salem Harbor Power Development LP (f/k/a Footprint Power Salem Harbor Development LP), et al. submitted a Disclosure Statement for Joint Chapter 11 Plan. Prior to the Petition Date, the Debtors and their advisors sought to engage in good faith, arm's-length discussions with their key stakeholders regarding the terms of a fully consensual out-of-court restructuring transaction. While the Debtors sought to reach consensus among all of their key stakeholders, the parties were collectively unable to reach mutually acceptable terms regarding the terms of a consensual restructuring transaction. As a result of these discussions, however, on March 23, 2022, the Debtors, the Consenting Lenders (which hold approximately 94% in amount of the Credit Facility Claims), and the Consenting Equity Parties executed a restructuring support agreement (as amended, modified, restated, or supplemented from time to time, the "RSA"), a copy of which is annexed hereto as Exhibit B which can be found in the following link: https://bit.ly/38aZdcl. Under the terms of the RSA, the Consenting Stakeholders have agreed, subject to the terms and conditions of the RSA, to support the restructuring transactions reflected in the Plan. By virtue of the RSA, the Debtors commenced the Chapter 11 Cases with a clear path to a confirmable chapter 11 plan. The Plan contemplates implementation of either (a) a standalone restructuring transaction (the "Standalone Restructuring") through which holders of Secured Credit Facility Claims would receive, among other things, 100% of the equity of the Reorganized Debtors on account of their Secured Credit Facility Claims or (b) a sale transaction (the "Sale Transaction") through which all, or substantially all, of the Debtors' assets would be sold and proceeds generated therefrom would be distributed to the Debtors' creditors in accordance with the absolute priority rule. The Plan contemplates a "toggle" structure, whereby the Debtors will pursue consummation of the Standalone Restructuring simultaneously with the Sale Transaction, in consultation with the Consultation Parties (as defined in the Bidding Procedures), to ultimately determine the outcome that would maximize value for the Debtors' estates, and therefore should be consummated (such election between the Standalone Restructuring and the Sale Transaction, the "Transaction Election"). The Debtors will make the Transaction Election in connection with filing the initial Plan Supplement, which the Debtors propose shall be no later than ten (10) days prior to the Voting Deadline. If the Debtors obtain a Successful Bid (as defined in the Bidding Procedures) that the Debtors, in consultation with the Required Consenting Lenders, determine in good faith and in an exercise of their business judgment will maximize value for the Debtors' estates as compared to the Standalone Restructuring, the Debtors will elect to consummate the Sale Transaction. Although the Debtors are currently pursuing and will continue to pursue the Sale Process in earnest, the Standalone Restructuring will serve as a backstop in the event a value-maximizing Sale Transaction does not materialize. As part of the Standalone Restructuring, the Debtors will issue New Common Equity to holders of Credit Facility Secured Claims and, if necessary, enter into a new first-lien term loan credit facility in the aggregate amount of $[●] and a letter of credit facility whereby each of the Letters of Credit shall either be renewed in its entirety or replaced with a new letter of credit on substantially similar terms to those existing as of the Petition Date such that the Letters of Credit shall continue in full force and effect following the Effective Date (the "Exit Facility"). The Plan contemplates the treatment for certain Classes of Claims and Interests under the Standalone Restructuring: * Credit Facility Secured Claims. On the Effective Date, each holder of an Allowed Credit Facility Secured Claim will receive its Pro Rata share of (i) one hundred percent (100%) of the New Common Equity and (ii) the loans and obligations incurred by the Reorganized Debtors under the Exit Facility Documents, if applicable. * General Unsecured Claims. On the Effective Date, each holder of an Allowed General Unsecured Claim will receive (i) solely to the extent such holder votes to accept the Plan, a complete waiver and release of any and all claims, Causes of Action, and other rights against the holders of Allowed General Unsecured Claims based on claims pursuant to chapter 5 of the Bankruptcy Code or under similar or related state or federal statutes and common law including fraudulent transfer laws from the Debtors and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities (the "General Unsecured Treatment") and (ii) its Pro Rata share of Cash in an amount of $175,000, which is equal to the value of the Debtors' unencumbered assets as of the Petition Date (the "Unencumbered Assets Cash"), subject to the rights of the Prepetition Lenders and the Prepetition Agent to assert adequate protection claims pursuant to the Cash Collateral Orders. * Interests in TopCo. On the Effective Date, all Interests in TopCo will be cancelled, released, and extinguished without any distribution. The Plan also contemplates the below treatment for certain Classes of Claims and Interests under the Sale Transaction: * Credit Facility Secured Claims. On the Effective Date, each holder of an Allowed Credit Facility Secured Claim will receive its Pro Rata share of the Cash proceeds of the Sale Transaction, less the Unencumbered Assets Cash, available following: (i) satisfaction in full on the Effective Date of the Administrative Claims, Priority Tax Claims, Other Secured Claims, and Other Priority Claims; and (ii) the funding of (a) the Administrative Claim Reserve Account, (b) the Priority Tax Reserve Account, (c) the Professional Fee Escrow Account, and (d) the Wind Down Amount (the "Net Sale Proceeds") until all Allowed Credit Facility Secured Claims are satisfied in full in Cash. * General Unsecured Claims. On the Effective Date, each holder of an Allowed General Unsecured Claim will receive (i) its Pro Rata share of the Unencumbered Assets Cash, subject to the rights of the Prepetition Agent and the holders of Credit Facility Secured Claims (collectively the "Prepetition Secured Parties") to assert adequate protection claims pursuant to the Cash Collateral Orders, and (ii) solely to the extent the Credit Facility Secured Claims are satisfied in full in Cash on the Effective Date, its Pro Rata share of the Net Sale Proceeds remaining until all Allowed General Unsecured Claims are satisfied in full in Cash. * Interests in TopCo. On the Effective Date, all Interests in TopCo will be cancelled, released, and extinguished without any distribution. Under the Plan, holders of Class 4 General Unsecured Claims will receive: (i) if the Standalone Restructuring is consummated, (i) solely to the extent such holder votes to accept the Plan, the General Unsecured Claims Treatment and (ii) its Pro Rata share of the Unencumbered Assets Cash, subject to the rights of the Prepetition Secured Parties to assert adequate protection claims pursuant to the Cash Collateral Orders; or (ii) if the Sale Transaction is consummated, (i) its Pro Rata share of the Unencumbered Assets Cash, subject to the rights of the Prepetition Secured Parties to assert adequate protection claims pursuant to the Cash Collateral Orders, and (ii) solely to the extent the Credit Facility Claims are satisfied in full in Cash on the Effective Date, its Pro Rata share of the Net Sale Proceeds remaining until all Allowed General Unsecured Claims are satisfied in full in Cash. Class 4 is impaired. The Reorganized Debtors will fund distributions under the Plan with Cash held on the Effective Date by or for the benefit of the Debtors or Reorganized Debtors, including Cash from operations, proceeds from all Causes of Action not settled, released, discharged, enjoined, or exculpated under the Plan or otherwise on or prior to the Effective Date, the New Common Equity, and the Exit Facility Loans, if applicable. Ballots must be actually received by the solicitation agent by the voting deadline, which is 4:00 p.m. (prevailing Eastern Time) on July 6, 2022. Counsel to the Debtors: Brian S. Hermann, Esq. John T. Weber, Esq. Alice Nofzinger, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 - and - Pauline K. Morgan, Esq. Andrew L. Magaziner, Esq. Katelin A. Morales, Esq. Timothy R. Powell, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 A copy of the Disclosure Statement dated April 20, 2022, is available at https://bit.ly/3rJ5naE from PacerMonitor.com. About Footprint Power Salem Harbor Development LP Salem Harbor Power Development LP, f/k/a Footprint Power Salem Harbor Development LP (DevCo), owns and operates a 674 MW natural gas-fired combined-cycle electric power plant located in Salem, Massachusetts. The Facility, located along Salem Harbor, is a more efficient and environmentally responsible replacement of a previous coal-fired power plant located at the same site. Salem Harbor Power Development LP, f/k/a Footprint Power Salem Harbor Development LP (DevCo), and its debtor-affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10239) on March 23, 2022. In the petition signed by John R. Castellano, chief restructuring officer, Devco disclosed up to $1 billion in both assets and liabilities. DevCo is the only Debtor with business operations. Other than DevCo, each Debtor's assets consist solely of its membership or partnership interests, as applicable, in its subsidiaries. Paul, Weiss, Rifkind, Wharton and Garrison LLP and Young Conaway Stargatt and Taylor, LLP represent the Debtor as counsel, Alixpartners as financial advisor, Prime Clerk LLC as claims, noticing, solicitation and administrative agent, Houlihan Lokey Capital, Inc. as investment banker. MUFG Union Bank, N.A., as agent to the prepetition lenders, retained Mayer Brown LLP, as primary counsel; Potter Anderson & Corroon LLP, as Delaware counsel; Goodwin Procter LLP, as Massachusetts counsel; and PJT Partners LP, as financial advisor. SALINE LODGING: June 2 Plan & Disclosure Hearing Set ---------------------------------------------------- On April 21, 2022, debtor Saline Lodging Group, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan an Amended Plan and Disclosure Statement. On April 25, 2022, Judge Maria L. Oxholm granted preliminary approval to the Amended Disclosure Statement and ordered that: * May 26, 2022 is the deadline to return ballots on the plan, as well as to file objections to final approval of the amended disclosure statement and objections to confirmation of the plan. * May 31, 2022 is the deadline for the Debtor to file a verified summary of the ballot count. * June 2, 2022, at 11:00a.m. in Room 1875, 211 W. Fort Street, Detroit, Michigan is the hearing on objections to final approval of the amended disclosure statement and confirmation of the plan. A copy of the order dated April 25, 2022, is available at https://bit.ly/3KwLCtk from PacerMonitor.com at no charge. Debtor's Counsel: Donald Darnell, Esq. Darnell Law Office 8080 Grand St. Dexter, MI 48130 Tel: 734-424-5200 Fax: 734-786-1605 Email: dondarnell@darnell-law.com About Saline Lodging Group Saline, Mich.-based Saline Lodging Group is a Michigan corporation formed on February 4, 2017, to own and run a hotel and restaurant at 1250 E. Michigan Ave., Saline, Michigan. The hotel and restaurant is a three story, 63-room hotel, with 40 double queen suites, 10 king room suites, and three long-term suites. Saline Lodging Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-47210) on Sept. 6, 2021, listing as much as $10 million in both assets and liabilities. Judge Maria L. Oxholm presides over the case. Donald Darnell, Esq., at Darnell Law Office represents the Debtor as legal counsel. SCOTTSDALE PHYSICIANS GROUP: Files Bankruptcy Protection -------------------------------------------------------- Health Care Business Scottsdale Physicians Group, PLC filed for chapter 11 protection in the District of Arizona. According to court filings, Scottsdale Physicians Group estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. About Scottsdale Physicians Group Scottsdale Physicians Group PLC is a medical group that has offices located in Scottsdale, Arizona. Scottsdale Physicians Group PLC sought Chapter 11 bankruptcy protection in (Bankr. D. Ariz. Case No. 22-02388)on April 19, 2022. In the petition filed by Nima Ghadimi, as president, Scottsdale Physicians Group PLC listed estimated assets up to $50,000 and estimated liabilities between $10,000 and $50,000. Jonathan Philip Ibsen, Esq., ofCANTERBURY LAW GROUP, LLP, is the Debtor's counsel. SINCLAIR BROADCAST: Egan-Jones Keeps CCC Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on March 25, 2022, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Sinclair Broadcast Group, Inc. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Hunt Valley, Cockeysville, Maryland, Sinclair Broadcast Group, Inc. operates as a television broadcasting company. SONOCO PRODUCTS: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ----------------------------------------------------------------- Egan-Jones Ratings Company on March 23, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Sonoco Products Company to BB+ from BBB-. Headquartered in Hartsville, South Carolina, Sonoco Products Company manufactures industrial and consumer packaging solutions for customers around the world. SOUTHERN ILLINOIS UNIVERSITY: Moody's Hikes Rating on COPs to Ba1 ----------------------------------------------------------------- Moody's Investors Service has upgraded Southern Illinois University's issuer and Housing and Auxiliary Facilities System (HAFS) Revenue ratings to Baa3 from Ba1 and its Certificates of Participation rating to Ba1 from Ba2. Total outstanding direct debt at the university in fiscal 2021 was approximately $186 million. The outlook is stable. RATINGS RATIONALE The upgrade of Southern Illinois University's (SIU) issuer rating to Baa3 reflects continued strengthening of the State of Illinois' (Baa1/stable) fiscal condition with positive downstream effects to the university contributing to an improving operating environment. The state's recently enacted fiscal 2023 budget increases direct operating appropriations to the university by 5%, as well as increased monetary assistance program funding (MAP) funding which provides financial aid for students. Both are favorable for the university's operating environment, aiding greater budget predictability and supporting student affordability. Increased pension contributions by the state lessens the risk of the state shifting future pension liabilities and associated contributions to the university. SIU's rating will continue to be constrained by its reliance on the State of Illinois for operating support and a highly challenging student market. The university receives about 25% of its core operating revenue from the state, which faces significant long-term fiscal challenges, making SIU vulnerable to future funding volatility or reduced appropriations. While enrollment stabilized in Fall 2021 with a solid increase in freshmen students, challenges will remain as demographic projections in Illinois weigh on all of its public universities. Additionally, the university's capital spending has been below depreciation for multiple years resulting in an increasing age of plant, which could further weaken the university's brand and strategic positioning over the long run. Full time equivalent enrollment has declined over 30% in the last decade with most of the decline occurring in the last five years. Operating performance will continue to face headwinds driven by near-term inflation and wage pressures. However, with students mostly back on campus and an additional $27 million of institutional HEERF aid to recognize, management expects fiscal 2022 operating results to reflect improvement over fiscal 2021. SIU's balance sheet is a source of credit strength, with its rapid amortization schedule resulting in significant dept reduction with most of the university's debt maturing before 2030. The upgrade of the Housing and Auxiliary Facilities System (HAFS) Revenue Bonds to Baa3 incorporates the stability of system net revenues and debt service coverage, growing system reserves and strengthening of the university's broader credit profile. Moody's make no distinction between the HAFS rating and the issuer rating due to the relatively broad nature of the pledge, including tuition equal to maximum annual debt service, as well as good reserves in the system. The upgrade of the certificates of participation to Ba1 reflects strengthening of the university's underlying credit profile, reflected in its issuer level rating, and are rated one notch below the issuer level rating due to the contingent nature of the obligation. RATING OUTLOOK The stable outlook reflects Moody's expectations of continued on-time payments from the State of Illinois and improving revenue and expense alignment, contributing to improvement in EBIDA margins over the outlook period. It also reflects expectations of greater stability and predictability of enrollment and related student charges. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Improvements in the state's fiscal condition over multiple years, driving further strengthening of SIU's operating environment Sustained strengthening of university-wide EBIDA margins Significant improvement in strategic position, reflected in enrollment stability and sustained net tuition revenue growth Continued growth in balance sheet reserves FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Weakening of the State of Illinois' fiscal condition resulting in uncertainty surrounding direct operating support and on-behalf payments Material weakening of liquidity or inability to improve university-wide operating performance and maintain sound debt service coverage Further material declines in enrollment and student related revenue Material weakening of HAFS pledged revenue and debt service coverage LEGAL SECURITY For fiscal year 2021 and prior, the Housing and Auxiliary Facilities System (HAFS) Revenue Bonds were secured by a pledge of and lien on the net revenues of the auxiliary system, pledged tuition (equal to MADS), the bond and interest sinking fund account, and the repair and replacement reserve account. The auxiliary system includes housing, student unions, recreation and fitness centers, other services on both campuses and the parking facilities at the Edwardsville campus. A rate covenant required that the net revenues and pledged tuition equal a minimum of 120% of MADS. Pledged revenues provided 2.3x MADS coverage for fiscal 2021. The HAFS is a "closed" system and excess revenue generated by the HAFS cannot be used for non-system purposes. HAFS revenues remain favorable with around $58 million cash and investments for June 30, 2021. An amended and restated bond resolution went into effect on July 1, 2021, and pledged revenues to the HAFS were expanded to include all pledged tuition and fees. In addition the amended and restated bond resolution increased the minimum coverage ratio to 200% of MADS. SIU expects growth in system reserves due to the recognition of additional HEERF funds. The Certificates of Participation (COPs) are unsecured but payable from legally available funds. Legally available funds include student tuition (subordinate to the pledge to HAFS and Medical Facilities System), certain fees, allowable grants, and investment income. A portion of a mandatory per credit hour facilities maintenance fee pays part of the COPs' debt service. The obligation to pay the COPs can be terminated in the event SIU does not receive sufficient state appropriations and has no other legally available funds. The board has covenanted to request funds sufficient to pay debt service from the Illinois General Assembly in its annual operating budget request, and to include in each of SIU's annual operating budget an amount of legally available non-appropriated funds that with state appropriated funds is to cover debt service. PROFILE Southern Illinois University is a large comprehensive university with over 24,000 total headcount enrollment across its flagship Carbondale (SIUC) campus, Edwardsville (SIUE), and medical campuses. SIU reported over $1.2 billion of total operating revenue in preliminary fiscal 2021 results. It offers a broad range of undergraduate and graduate programs, including engineering, law, pharmacy, medicine, dental and nursing. SPG HOSPICE LLC: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Health Care Business SPG Hospice, LLC, filed for chapter 11 protection in the District of Arizona. According to court documents, SPG Hospice LLC estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. About SPG Hospice LLC SPG Hospice LLC -- https://hospice.io/care/spg-hospice-llc-scottsdale-az/ -- is a Scottsdale, Arizona-based hospice that provides special care for people who are terminally ill. SPG Hospice, LLC sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 22-02385) on April 19, 2022. Jonathan P. Ibsen, of Canterbury Law Group, LLP, is the Debtor's counsel. SPG HOSPICE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- SPG Hospice, LLC, Scottsdale Physicians Group and United Telehealth Corp. ask the U.S. Bankruptcy Court for the District of Arizona for authority to: -- use cash collateral that may be subject to liens asserted by Arizona Bank and Trust; and -- provide adequate protection to secured lenders. The Debtor seeks permission to use cash collateral on an emergency basis in accordance with the budget to fund payroll for operations due as early as April 27, 2022. Most of the Debtors' secured debt is cross-collateralized among the Debtors. On March 18, 2020, the Debtors entered into loan documents with AZBT whereby AZBT extended financing to Scottsdale Physicians Group and SPG Hospice. The financing was secured by the filing of a UCC-1 Financing Statement on March 18, 2020, which was filed against, inter alia, SPG and SPGII. At present, the principal owed is approximately $3,821,007 after AZBT swept $1,200,000 from SPG operating account #4440 on April 18, 2022. The Debtors reserve all rights regarding this sweep. Currently, the financing accrues interest at the rate of approximately 15%, and the payments are approximately $65,000 per month. As of the Petition Date, the Debtors were in arrears to AZBT in the amount of approximately $3,821,007. On July 11, 2020, the Debtors entered into certain loan documents with the U.S. Small Business Administration whereby extended financing to SPG Hospice LLC. The financing was secured by the filing of a UCC-1 Financing Statement on July 11, 2020, which was filed against, inter alia, SPGH. At present, the principal owed is approximately $50,000. The financing accrues interest at the rate of approximately 3.25%, and the monthly payments are deferred. As of the Petition Date, the Debtors were in arrears to SBA in the amount of approximately $50,000. On February 5, 2021, the Debtors entered into loan documents with Delta Bridge whereby extended financing to Scottsdale Physicians Group, SPG Hospice, and United Telehealth Corp. The financing was secured by the filing of a UCC-1 Financing Statement on February 5, 2021, which was filed against, inter alia, SPG, SPGH, and UTC. At present, the principal owed is approximately $608,525. As of the Petition Date, the Debtors were in arrears to Delta Bridge in the amount of approximately $608,525. On October 12, 2021, the Debtors entered into loan documents with NewCo Capital whereby extended financing to Scottsdale Physicians Group, SPG Hospice, and United Telehealth Corp. The financing was secured by the filing of a UCC-1 Financing Statement on October 12, 2021, which was filed against, inter alia, SPG, SPGII, and UTC. At present, the principal owed is approximately $493,930. As of the Petition Date, the Debtors were in arrears to NewCo Capital in the amount of approximately $493,930. On June 26, 2021, the Debtors entered into loan documents with Topps LLC whereby extended financing to Scottsdale Physicians Group. The financing was secured by the filing of a UCC-1 Financing Statement on July 7, 2021, which was filed against, inter alia, SPG. At present, the principal owed is approximately $1,500,000. As of the Petition Date, the Debtors were in arrears to Topps LLC in the amount of approximately $1,500,000. On September 30, 2021, the Debtors entered into loan documents with Samson Horus whereby extended financing to Scottsdale Physicians Group. The financing was secured by the filing of a UCC-1 Financing Statement on September 30, 2021, which was filed against, inter alia, SPG. At present, the principal owed is approximately $80,000. As of the Petition Date, the Debtors were in arrears to Samson Horus in the amount of approximately $80,000. On October 7, 2021, the Debtors entered into loan documents with Unique Funding whereby extended financing to Scottsdale Physicians Group. The financing was secured by the filing of a UCC-1 Financing Statement on October 7, 2021, which was filed against, inter alia, SPG. At present, the principal owed is approximately $110,000. As of the Petition Date, the Debtors were in arrears to Unique Funding in the amount of approximately $110,000. On October 7, 2021, the Debtors entered into loan documents with Topps LLC whereby extended financing to Scottsdale Physicians Group. The financing was secured by the filing of a UCC-1 Financing Statement on October 7, 2021, which was filed against, inter alia, SPG. At present, the principal owed is approximately $750,000. As of the Petition Date, the Debtors were in arrears to Topps LLC in the amount of approximately $750,000. On November 1, 2021, the Debtors entered into certain loan documents with BMF Advance whereby extended financing to Scottsdale Physicians Group. The financing was secured by the filing of a UCC-1 Financing Statement on November 1, 2021, which was filed against, inter alia, SPG. At present, the principal owed is approximately $229,000. As of the Petition Date, the Debtors were in arrears to BMF Advance in the amount of approximately $229,000. On November 19, 2021, the Debtors entered into certain loan documents with Global Funding Experts whereby extended financing to Scottsdale Physicians Group. The financing was secured by the filing of a UCC-1 Financing Statement on November 19, 2021, which was filed against, inter alia, SPG. At present, the principal owed is approximately $1,637,562. As of the Petition Date, the Debtors were in arrears to Global Funding Experts in the amount of approximately $1,637,562. On December 16, 2021, the Debtors entered into loan documents with Legacy Capital whereby extended financing to United Telehealth Corp. The financing was secured by the filing of a UCC-1 Financing Statement on December 16, 2021, which was filed against, inter alia, UTC. At present, the principal owed is approximately $595,000. As of the Petition Date, the Debtors were in arrears to Legacy Capital in the amount of approximately $595,000. The Debtors are hiring Peter Davis as Chief Restructuring Officer. According to the Debtors, although Davis' review continues, based on preliminary data, as of the Petition date, the Debtors, collectively, had little over $3 million in cash and/or accounts receivable. Consequently, to the extent that, even with cross collateralization among the Debtors as provided by the various security agreements, at best AZBT as the Senior Secured lender was only secured up to an amount less than its security interest, and the remaining Junior Secured lenders, were actually, unsecured. The Debtors will adequately protect AZBT for use of the cash collateral during the abbreviated period by granting replacement liens on similar post-petition collateral. A copy of the motion is available at https://bit.ly/39lhtjT from PacerMonitor.com. About SPG Hospice, LLC SPG Hospice, LLC and affiliates provide various medical services, physician staffing services, hospice services and virtual care. Their income is generated solely from the fees associated from their medical professionals providing these services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 2:22-bk-02385) on April 19, 2022. In the petition signed by Nima Ghadimi, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Jonathan Philip Ibsen, Esq., at Canterbury Law Group, LLP, is the Debtor's counsel. The Debtors tapped Peter Davis as Chief Restructuring Officer. SRC INTERNATIONAL: Chapter 15 Case Summary ------------------------------------------ Lead Debtor: SRC International (Malaysia) Limited Craigmuir Chambers P.O. Box 71 Road Town, Tortola, VG1110 British Virgin Islands Foreign Proceeding: Voluntary Liquidation Pending in British Virgin Islands Chapter 15 Petition Date: April 5, 2022 Court: United States Bankruptcy Court Southern District of Florida Three affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- SRC International (Malaysia) Limited (Lead Case) 22-12656 Craigmuir Chambers P.O. Box 71 Road Town, Tortola, VG1110 British Virgin Islands SRC Strategic Resources Limited 22-12654 Craigmuir Chambers P.O. Box 71 Road Town, Tortola VG1110 British Virgin Islands Bright Oriande Limited 22-12655 Floor 4 Banco Popular Building Road Town, Tortola VG1110 British Virgin Islands Judge: Hon. Robert A. Mark Foreign Representatives: Helen Janes, Angela Barkhouse, and Carl Jackson The Folio Building Road Town, Tortola VG1110 British Virgin Islands Foreign Representatives' Counsel: Gregory S. Grossman, Esq. SEQUOR LAW, P.A. 1111 Brickell Avenue, Suite 1250 Miami, FL 33131 Tel: (305) 372-8282 Email: ggrossman@sequorlaw.com Estimated Assets: Unknown Estimated Debt: Unknown Full-text copies of the Chapter 15 petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FEOMAGQ/SRC_International_Malaysia_Limiteid__flsbke-22-12656__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/4WI6EOI/SRC_Strategic_Resources_Limited__flsbke-22-12654__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CHPTRGI/Bright_Oriande_Limited__flsbke-22-12655__0001.0.pdf?mcid=tGE4TAMA STERICYCLE INC: Egan-Jones Keeps B+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on March 25, 2022, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Stericycle, Inc. Headquartered in Bannockburn, Illinois, Stericycle, Inc. provides regulated medical waste management services. SUNSTONE HOTEL: Egan-Jones Keeps B+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on March 28, 2022, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Sunstone Hotel Investors, Inc. Headquartered in Irvine, California, Sunstone Hotel Investors, Inc. operates as a hospitality and lodging real estate investment trust. SUNWAVE GAS: Chapter 15 Case Summary ------------------------------------ Chapter 15 Debtor: Sunwave Gas & Power Inc. 2410-401 Bay Street Toronto, Ontario, M5H 2Y Canada Business Description: Beginning in 2012, the Debtor operated a natural gas and electricity supply business in Ontario, Canada. In or around 2014, the electric retail supply business was expanded into the Northeast United States through US-based subsidiaries which were wholly owned by the Debtor. Foreign Proceeding: Bankruptcy and Insolvency Act (Canada) Chapter 15 Petition Date: April 21, 2022 Court: United States Bankruptcy Court Southern District of New York Case No.: 22-10491 Judge: Hon. James L. Garrity, Jr. Foreign Representative: A. Farber & Partners Inc. 1600-150 York Street Toronto, Ontario, M5H35 Canada Foreign Representative's Counsel: Andrew L. Buck, Esq. Joseph M. DeFazio, Esq. TROUTMAN PEPPER HAMILTON SANDERS LLP 875 Third Avenue New York, NY 10022 Tel: 212-704-6248 Email: andrew.buck@troutman.com Joseph.DeFazio@troutman.com - and - Matthew R. Brooks, Esq. Nathaniel T. DeLoatch, Esq. TROUTMAN PEPPER HAMILTON SANDERS LLP 600 Peachtree St., NE, Ste. 3000 Atlanta, GA 30308 Tel: 404-885-3000 Email: Jatthew.Brooks@troutman.com Nathan.Deloatch@troutman.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GSZKTNQ/Sunwave_Gas__Power_Inc_and_A__nysbke-22-10491__0001.0.pdf?mcid=tGE4TAMA TC ENERGY: Egan-Jones Keeps BB+ Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company on March 24, 2022, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by TC Energy Corporation. Headquartered in Calgary, Canada, TC Energy Corporation operates as an energy infrastructure company. TELEPHONE AND DATA: Egan-Jones Keeps B+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on March 21, 2022, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Telephone and Data Systems, Inc. Headquartered in Chicago, Illinois, Telephone and Data Systems, Inc. is a diversified telecommunications company. TITAN IMPORTS: Court OKs Deal on Cash Collateral Access ------------------------------------------------------- The U.S. District Court of Guam, Territory of Guam, Bankruptcy Division, authorized Titan Imports, Inc. to use cash collateral on a final basis pursuant to the stipulation that the Debtor filed on March 29, 2022. The Debtor is directed to deposit $2,000 every month, beginning on the first day of the month immediately after the petition was filed on March 25, 2022, beginning on April 15, 2022, and continuing monthly thereafter on the first of the month, until the date an order of confirmation is entered, or the case is dismissed or converted, into a separate debtor-in-possession bank account designated specifically to fund the Subchapter V Trustee's projected compensation. The Debtor will hold the funds, in trust, until such time as the Court awards or denies compensation to the Subchapter V Trustee. The amount of the funds will not be considered a maximum or minimum on any fees and expenses that may be awarded by the Court to the Subchapter V Trustee. The Debtor will also pay up to $200 for the Trustee's bond, upon request by the Subchapter V Trustee or the UST which amount will not be counted against the budget limits. A copy of the order is available at https://bit.ly/37ShBH0 from PacerMonitor.com. About Titan Imports, Inc. Titan Imports, Inc. is a premium and luxury wines and spirits distribution company in Guam and the Northern Marianas Islands. Titan Imports sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Guam Case No. 22-00007) on March 25, 2022. In the petition filed by John D. Antenorcruz, its president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Frances M. Tydingco-Gatewood oversees the case. David W. Dooley, Esq., at Roberts Fowler and Visosky LLP is the Debtor's counsel. TRANQUILITY GROUP: Objections to Sale of Ridgedale Resort Due May 2 ------------------------------------------------------------------- Judge Cynthia A. Norton of the U.S. Bankruptcy Court for the Western District of Missouri shortened the time to response to the proposed sale by Tranquility Group, LLC, and its affiliates, of the property known as Branson Cedars Resort, located in Ridgedale, Missouri, to James and Linda McKissack for $6 million, in cash to be paid at closing, the assumption of finance or lease agreement with Kubota Credit Corp. and DLL Financial Solutions, and McKissack's authorized waiver, release, and discharge of an unpaid pre-bankruptcy loan to the Debtor with a balance of approximately $115,609 with a $100,000 earnest money deposit being made. The Objection Deadline is May 2, 2022. The sale is proposed to be free and clear of Liens. The moving party is to serve the Order on parties not receiving electronic notice but entitled to notice pursuant to Fed. R. Bankr. P. 2002, Local Rule 2002-1 and other applicable law. About Tranquility Group Tranquility Group, LLC is a Ridgedale, Mo.-based company that owns a vacation destination offering tree houses, log cabins, and bungalows. Tranquility Group filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 21-60120) on Feb. 26, 2021. Michael R. Hyams, chief operating officer and partner, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Cynthia A. Norton oversees the case. The Debtor tapped Berman, DeLeve, Kuchan & Chapman, LLC as bankruptcy counsel; G & H Tax & Accounting as accountant; and Judson Poppen, Esq., a practicing attorney in Springfield, Mo., as special counsel. TUPPERWARE BRANDS: Egan-Jones Cuts Senior Unsecured Ratings to BB- ------------------------------------------------------------------ Egan-Jones Ratings Company on March 24, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Tupperware Brands Corporation to BB- from B+. Headquartered in Orlando, Florida, Tupperware Brands Corporation is a portfolio of global direct selling companies which sell products across multiple brands and categories through an independent sales force. UNITED AIRLINES: Egan-Jones Hikes Senior Unsecured Ratings to B --------------------------------------------------------------- Egan-Jones Ratings Company on March 22, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by United Airlines, Inc. to B from B-. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Chicago, Illinois, United Airlines, Inc. provides commercial airline services. UNITED PROMOTIONS: Files for Bankruptcy Protection in Georgia ------------------------------------------------------------- United Promotions Inc. filed for chapter 11 protection in the Northern District of Georgia. According to court filing, United Promotions Inc. estimates between 1 and 49 unsecured creditors. The petition states funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for May 11, 2022 at 10:00 A.M. About United Promotions Inc. United Promotions Inc. -- https://www.upitrading.com -- is an Atlanta, Georgia-based internatinal trading company that innovates sanitizing and biochemical products. United Promotions, Inc. sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 22-52993) on April 19, 2022. In the petition filed by Catalina Figueredo, as executive vice president and marketing director, United Promotions Inc. listed estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Todd C. Meyers, of Kilpatrick Townsend & Stockton LLP, is the Debtor's counsel. UNITED TELEHEALTH: Files for Bankruptcy Protection -------------------------------------------------- United Telehealth Corp. filed for chapter 11 protection in the District of Arizona. According to court documents, United Telehealth Corp. estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for May 24, 2022 at 10:30 A.M. About United Telehealth Corp. United Telehealth Corp. is a telemedicine service provider based in Arizona. United Telehealth Corp sought Chapter 11 bankruptcy protection (Bankr. D. Ariz.Case No. 22-02409) on April 20, 2022. In the petition filed by Nima Ghadimi, as managing member, United Telehealth Corp. listed estimated assets up to $50,000 and estimated liabilities between $1 mllion and $10 million. The case is assigned to Honorable Bankruptcy Judge Scott H Gan. Jonathan P. Ibsen, of CANTERBURY LAW GROUP LLP, is the Debtor's counsel. VERANO RECOVERY: Unsecured Creditors Will be Paid in Full --------------------------------------------------------- Verano Recovery, LLC, a California limited liability company, submitted a Second Amended Disclosure Statement explaining its reorganizing Chapter 11 Plan of Reorganization. The Plan provides for the Debtor to sell its real property, continue to operate its business, pay Allowed Secured Claims, Allowed Priority Claims, Administrative Claims and Allowed General Unsecured Claims in full. Under the Plan, Class 2 The City of Cathedral City's Secured Claim totaling $8,200,000.00. The Secured Claim in this Class is unliquidated and subject to bona fide dispute. Based upon the $20,250,000 sale price of the Property, the Allowed Secured Claim in this Class will be treated as follows: The Allowed Secured Claim will be paid in full (unless agreed to otherwise by Claimant) on the Effective Date. Class 2 is impaired. Class 3 RoBott Land High Yield 1 LLC's Secured Claim totaling $6,249,096.39. The Secured Claim in this Class is disputed and subject to pending litigation in the RoBott Adversary. Based upon the $20,250,000 sale price of the Property, the Secured Claim in this Class will be treated as follows: The Allowed Secured Claim will be paid in full (unless agreed to otherwise by Claimant) on the Effective Date. Class 3 is impaired. Class 4 Rio Vista Village's Secured Claim totaling $283,000.00. The Secured Claim in this Class is subject to bona fide dispute. Based upon the $20,250,000 sale price of the Property, the Allowed Secured Claim in this Class will be treated as follows: The Allowed Secured Claim will be paid in full (unless agreed to otherwise by Claimant) on the Effective Date. Class 4 is impaired. Class 5 General Unsecured Claims totaling $810.00. Based upon the $20,250,000 sale price of the Property, Allowed General Unsecured Claims will be paid in full on the Effective Date. Class 5 is impaired. Class 6 Subordinated General Unsecured Claims totaling $660,222. Based upon the $20,250,000 sale price of the Property, Allowed Subordinated General Unsecured Claims will be paid in full on the Effective Date. In the event that the sale of the Property does not yield net proceeds sufficient to pay Class 6 in full, then the DIP Financing Loan from Inland Communities will receive priority and be paid first before the other insider/member/affiliate loans within Class 6 which will share pro rata in any remaining net proceeds from the sale of the Property after payment to Inland Communities. Class 6 is impaired. Funding for the Plan shall come from the Debtor's sale of the Property. Debtor is selling the Property through the Plan. The Distributions to creditors under the Plan will be funded primarily from the following sources: (a) the Debtor's cash on hand on the Effective Date, and (b) the net proceeds (after payment of broker's commissions, escrow fees and other costs of sale) from the sale of the Property which Debtor anticipates closing on or before October 31, 2022. Debtor anticipates that the net proceeds from the sale of the Property will be sufficient to pay off all creditors the amount of their Allowed Claims in full. The Disclosure Statement hearing will be on May 11, 2022 at 2:00 p.m. in Courtroom 1539, 255 E. Temple Street, Los Angeles, CA 90012. Attorneys for Verano Recovery, LLC: Marc C. Forsythe, Esq. Reem J. Bello, Esq. GOE FORSYTHE & HODGES LLP 18101 Von Karman Ave., Ste. 1200 Irvine, California 92612 Telephone: (949) 798-2460 Facsimile: (949) 955-9437 E-mail: mforsythe@goeforlaw.com rbello@goeforlaw.com A copy of the Disclosure Statement dated April 20, 2022, is available at https://bit.ly/37CDU3w from PacerMonitor.com. About Verano Recovery Pasadena, Cal.-based Verano Recovery, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-14127) on May 19, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Sheri Bluebond presides over the case. The Debtor tapped Goe Forsythe & Hodges, LLP as bankruptcy counsel; Corbett Steelman & Spector and O'Neil LLP as special counsel; Armory Consulting Co. as financial advisor; and Cline Carroll & Bartell, LLP as accountant. VINO CAFE: Unsecured Creditors to Get Nothing in Plan ----------------------------------------------------- Vino Café LLC filed with the U.S. Bankruptcy Court for the Northern District of New York a Plan of Reorganization for Small Business dated April 26, 2022. The Debtor is a restaurant that commenced doing business in 2009. During the time period between 2009 and 2020 the Debtor has run into trouble paying its sales tax obligations, but the COVID Pandemic and forced shutdown of the private sector in 2020 sent the Debtor's business into tailspin. While it was able to keep afloat due to 2 stimulus loans, New York State Department of Taxation threatened to shut down the Debtor in January 2022 if they were not able to come current on their delinquent sales tax obligations which forced this Chapter 11 subchapter 5 bankruptcy filing. The Plan Proponent's financial projections show that the Debtor will have projected disposable income in the amount of $3500 per month which will allow the debtor to pay its secured and priority claims. The final Plan payment is expected to be paid on January 1, 2027. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 2 consists of the secured claim of NY State Taxation in the amount of $76,766.66 per poc (1-3) filed March 28, 2022 payable at 14.5% or $1806.19 per month for 60 months. Class 3 consists of the secured claim of Community Bank NA in the amount of $22,936.93 as per its poc filed March 7, 2022 payable at 8 for $465 per month for 60 months. Class 4 consists of the secured claim of Small Business Administration in the amount of $53,041.10 per poc (2-1) filed February 8, 2022 payable at 3.75% or $970 per month for 60 months. Class 5 consists of non-priority unsecured creditors. Filed and allowed unsecured general non-priority claim will receive no payment through debtor's plan of reorganization. Class 6 consists of equity security holders of the Debtor. Pre-petition, the debtor was comprised of two equal members, Deana Seigfried and Andrew Moraco. Debtor proposes to pay the balance of the SMA loan and also the balance of the secured claim of Community Bank in exchange for the extinguishment of the post petition membership interest of Andrew Moraco. A full-text copy of the Plan of Reorganization dated April 26, 2022, is available at https://bit.ly/3s3YG34 from PacerMonitor.com at no charge. Attorney for the Debtor: Maxsen D. Champion, Esq. 8578 East Genesee Street Fayetteville, NY 13066 Tel: (315) 664-2550 Email: max2040@live.com About Vino Cafe Vino Cafe, LLP, filed a petition for Chapter 11 protection (Bankr. N.D. N.Y. Case No. 22-60041) on Jan. 27, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Deana B. Siegfried, controlling member, signed the petition. Judge Diane Davis oversees the case. The Debtor tapped Maxsen D. Champion, Esq., a practicing attorney in Fayetteville, N.Y., to handle its Chapter 11 case. VOLUNTEER ENERGY: May Access $6.35MM of DIP Loan Thru May 20 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Ohio, Eastern Division, authorized Volunteer Energy Services, Inc. to use cash collateral on a final basis an obtain postpetition financing. The Debtor is permitted to incur indebtedness and obligations owing to PNC Bank, National Association, in its capacity as administrative agent, collateral agent, and issuer and the financial institutions party thereto from time to time, on the terms and subject to the conditions set forth in the DIP Financing Documents and the Final Order: * for the period ending May 20, 2022 up to the maximum amount of $6,350,000, * at the DIP Secured Parties' sole option, for the extended period ending June 10, 2022, up to the maximum amount of $7,000,000, inclusive of the $6,350,000; and * thereafter, up to the maximum amount as may be agreed by the Debtor and the DIP Secured Parties, subject in each case, as applicable, to the Approved Budget and the Final Order. The Debtor entered the Chapter 11 case with the support of PNC, which is also its pre-petition secured lender. The Debtor, as borrower, PNC Bank, National Association, in its capacity as administrative agent, collateral agent, and issuer, PNC Capital Markets LLC, as lead arranger, and the financial institutions party thereto from time to time, are parties to an Amended and Restated Revolving Credit and Security Agreement, dated June 30, 2016, pursuant to which the Pre-Petition ABL Lender agreed to make available to the Debtor a revolving credit line in the maximum principal amount of $42 million. The Debtor's obligations under the Pre-Petition ABL Credit Agreement are secured by a security interest in and lien on substantially all the Debtor's assets. As of the Petition Date, approximately $30 million is outstanding under the Pre-Petition ABL Credit Agreement. As adequate protection for the use of cash collateral, the DIP Agent, for itself and on behalf of the DIP Lender, is granted a first priority, priming, valid, perfected and enforceable Liens in and upon all of the DIP Collateral, subject only to the Carve-Out and any Senior Liens, to secure all existing and future obligations and liabilities under or in connection with the DIP Financing Documents, whether due or to become due, absolute or contingent, as provided by and more fully defined in, the DIP Financing Documents. As further adequate protection, the DIP Agent, for the benefit of itself and the DIP Lender, superpriority administrative claim status for the Post-Petition Obligations, pursuant to Bankruptcy Code sections 364(c)(1) and 507(b) in accordance with the terms of the Final Order. A copy of the order is available at https://bit.ly/38oIdiK from PacerMonitor.com. About Volunteer Energy Services Inc. Volunteer Energy Services Inc. is in the business of electric power generation, transmission and distribution. Volunteer Energy sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-50804) on March 25, 2022. In the petition signed by David Warner, chief financial officer, the Debtor disclosed up to $100 million in both assets and liabilities. Judge C. Kathryn Preston oversees the case. The Debtor is represented by McDermott Will & Emery LLP as lead counsel and Isaac Wiles and Burkholder LLC as local counsel. B. Riley Advisors serves as the Debtor's financial advisor. The lender, PNC Bank, National Association, may be reached at: PNC Agency Services PNC Firstside Center 500 First Avenue Mailstop: P7-PFSC-04-V Pittsburgh, PA 15219 Attention: Jennifer Rosenstein Telephone: (412) 762-0915 Facsimile: (412) 705-2006 PNC is represented by: Blank Rome LLP 130 North 18th Street Philadelphia, PA 19103 Attention: Michael C. Graziano Telephone: (215) 569-5387 Facsimile: (215) 832-5387 VYAIRE MEDICAL: Moody's Cuts CFR to Caa2 & First Lien Debt to Caa1 ------------------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating of Vyaire Medical, Inc. to Caa2 from Caa1 and its Probability of Default Rating to Caa2-PD from Caa1-PD. Moody's also downgraded the ratings of the secured first lien credit facilities to Caa1 from B3. The outlook is stable. The rating downgrade reflects Vyaire's considerably strained liquidity at a time when the company is executing its turnaround strategy. The turnaround strategy, which involves significant execution risks, includes improving days sales outstanding (DSO), stabilizing manufacturing and distribution processes and readjusting to a more sustainable demand for the company's ventilator products. A potential misstep in execution or an unforeseen negative event could result in a liquidity shortfall and an increased probability of default. Given the constrained liquidity, there is a risk that the company will pursue a transaction that Moody's considers to be a distressed exchange. Governance considerations are material to the rating action. The company's financial policy remains aggressive reflected in very high financial leverage and weak liquidity. Downgrades: Issuer: Vyaire Medical, Inc. Corporate Family Rating, Downgraded to Caa2 from Caa1 Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD GTD Senior Secured First Lien Revolving Credit Facility, Downgraded to Caa1 (LGD3) from B3 (LGD3) GTD Senior Secured First Lien Term Loan, Downgraded to Caa1 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: Vyaire Medical, Inc. Outlook, Remains Stable RATINGS RATIONALE The Caa2 CFR reflects Vyaire's weak liquidity with very limited revolver availability, negative free cash flow, and very high financial leverage (after excluding one-time EBITDA addbacks). Moody's estimates that the company's debt/ EBITDA will remain over 8.5x in 2022. The rating also reflects execution risks stemming from an ongoing turnaround strategy and normalization of ventilator demand to pre-pandemic levels. Offsetting some of these constraints, the rating is supported by the recurring nature of a portion of the company's revenues and good geographic and product diversity. The stable outlook reflects Moody's expectation of a slowing rate of cash burn as some of the recent cash costs to stabilize the business will not recur going forward. It also reflects Moody's view that the company's core products continue to have sustainable demand to support the company's operating performance. Vyaire's liquidity is will remain weak in the next 12-18 months. The company had approximately $26.5 million in available cash and $27 million available for drawings under its $130 million revolving credit facility as of December 31, 2021. The company's revolving credit facilities are expiring in less than a year and with increased interest rates, it may be costly to extend the maturity of the existing revolver. Moody's believes that the company will struggle to generate positive free cash flow in the next 12 months. In a downside scenario, the company will need to fully draw its revolver to continue running its operations. The company's first lien revolver and term loan are rated Caa1, one notch above the Caa2 Corporate Family Rating. The Caa1 rating on the first lien debt reflects the secured nature of these facilities and a priority position over the EUR75 million second lien term loan (not rated). The borrowing under the notes purchase agreement (not rated) is also secured and ranks the same as the first lien debt in terms of seniority. ESG considerations are material to Vyaire's credit profile. For Vyaire, the social risks are primarily associated with responsible production including compliance with regulatory requirements for the safety of medical devices as well as adverse reputational risks arising from recalls associated with manufacturing defects. Additionally, the company's operating performance has been severely impacted by the coronavirus outbreak. While the company benefitted from large orders for its ventilator products, the pandemic-related spike in demand also complicated the company's business optimization plans and turnaround strategy. From a governance perspective, the company's transition to a stand-alone company was challenging, with numerous execution issues leading to disruption to customers, and high management turnover, pointing to higher-than-average governance risk. The company also had frequent changes in senior management which added an additional layer of challenge in execution. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company's operating performance or liquidity deteriorates. An unforeseen negative event like a recall of a key product, departure of the key management team member(s) and/or employees or loss of key customers could also lead to a rating downgrade. The inability to meet near-term demand for its products in a profitable manner would also likely result in rating pressure. The company's ratings could also be downgraded if Moody's foresees an increased probability of default. The ratings could be upgraded if the company successfully executes its turnaround strategy, improves liquidity and starts generating positive free cash flow. The company's revolving credit facility is current at this time. An extension of revolver maturity will support a positive rating action. Moody's believes that the company needs to further stabilize its operations to be able to generate positive free cash flow on a sustainable basis. The principal methodology used in these ratings was Medical Products and Devices published in October 2021. Vyaire is a manufacturer and distributor of respiratory products. The company's products are focused on respiratory health, including respiratory diagnostics, ventilation, airway management and operative care consumables. The company's revenues for the last twelve months ended December 31, 2021, were around $800 million. Vyaire is privately owned by Apax Partners. WENDY'S CO: Egan-Jones Keeps B Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company on March 24, 2022, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Wendy's Company. Headquartered in Dublin, Ohio, Wendy's Company operates fast-food restaurants. WESCO INTERNATIONAL: Egan-Jones Keeps B+ Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on March 21, 2022, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by WESCO International, Inc. Headquartered in Pittsburgh, Pennsylvania, WESCO International, Inc. distributes electrical products and other industrial maintenance, repair, and operating supplies. WHEEL PROS: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Wheel Pros, Inc., including the corporate family rating at B3, the probability of default rating at B3-PD, the B2 senior secured rating and the Caa2 senior unsecured rating. The outlook has been revised to negative from stable. The change in outlook to negative reflects Moody's view that Wheel Pros' liquidity has deteriorated and debt/EBITDA will remain high at about 7x through 2022. Moody's believes Wheel Pros faces liquidity pressure in the very near-term, but expects good free cash flow over the balance of 2022 despite slowing demand for Wheel Pros products. However, Moody's believes material risk exists to Wheel Pros' cash generation should demand not materialize as expected following large inventory builds in the preceding quarters. Affirmations: Issuer: Wheel Pros, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Gtd Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Gtd Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Wheel Pros, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Wheel Pros' ratings reflect the company's high financial leverage, along with the discretionary nature of its custom vehicle wheels and a demonstrated history of an aggressive financial policy with debt-funded acquisitions and shareholder returns. Wheel Pros does maintain a leading market position in this specialty segment with strong brand recognition for its products, a generally flexible cost structure with low capital requirements, and favorable customer diversification. Moody's expects Wheel Pros' revenue to increase at least 10% in 2022 mainly from acquisitions and price increases while demand for custom wheels stalls following remarkable growth the past two years. Moody's had previously cautioned that it expected Wheel Pros growth to moderate post-pandemic, but now believes volume growth in 2022 will be challenged as consumers spend cautiously on discretionary products in an inflationary environment. Despite top line uncertainty, Moody's expects Wheel Pros to keep a steady EBITA margin of around 14% as the company's cost structure is highly variable. Wheel Pros' liquidity is expected to be adequate in 2022 although it has weakened considerably following sizeable working capital investments and use of its $200 million asset based lending facility ("ABL") to fund the acquisition of Teraflex in early 2022. Moody's expects Wheel Pros to maintain a minimal cash balance and that free cash flow of about $80 million in 2022 will be used to pay down outstanding ABL borrowings. FACTORS THAT COULD LEAD TO A DOWNGRADE OR UPGRADE OF THE RATINGS The ratings could be downgraded if Wheel Pros is unable to improve its liquidity in 2022 such that Moody's believes the company will have difficultly servicing its debt costs. The ratings could also be downgraded if debt/EBITDA is expected to be sustained in excess of 7x. Wheel Pros ratings could be upgraded if the company demonstrates a financial policy that supports debt/EBITDA sustained below 5.5x even when considering its acquisition growth strategy, and retained cash flow-to-debt maintained above 10%. Consistently strong positive free cash flow and maintaining an adequate liquidity profile would also be considerations for an upgrade. Wheel Pros, headquartered in Greenwood Village, Colorado, is a wholesale distributor of custom and proprietary branded wheels, performance tires and related accessories in the aftermarket automotive segment. The company is owned by an affiliated fund controlled by private equity financial sponsor Clearlake Capital Group, L.P. Management reported revenue for the twelve months ending September 30, 2021 of approximately $1.2 billion. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. WHITE RABBIT: Wins Cash Collateral Access Thru May 31 ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington at Vancouver authorized White Rabbit Ventures, Inc., dba Matrix Roofing, and Home Solutions dba Matrix Roof+Home to use cash collateral on a further interim basis in accordance with the budget through May 31, 2022. The U.S. Small Business Administration is granted a replacement lien in the Debtor's post-petition assets, to the same extent, validity, and priority it had in the Debtor's pre-petition assets, excluding any security interests in avoidance actions pursuant to sections 506(c), 544, 545, 547, 548, and 549 of the Bankruptcy Code, and without prejudice to the ability of the Debtor or its creditors to contest the amount, validity and priority of the replacement lien. A continued hearing on the matter is scheduled May 26 at 9 a.m. by telephone. A copy of the order and the Debtor's budget for May 2022 is available at https://bit.ly/3rVl52q from PacerMonitor.com. The Debtor projects $185,324 in total cost of goods and expenses. About White Rabbit Ventures, Inc. White Rabbit Ventures, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40173-MJH) on February 14, 2022. In the petition signed by Wendy J. Marvin, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Mary Jo Heston oversees the case. Geoffrey Groshong, Esq., at Groshong Law PLLC is the Debtor's counsel. WOLVERINE WORLD: Egan-Jones Keeps B Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on March 24, 2022, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Wolverine World Wide, Inc. Headquartered in Rockford, Michigan, Wolverine World Wide, Inc. manufactures and markets branded footwear and performance leathers. WYNN RESORTS: Egan-Jones Keeps CCC+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on March 22, 2022, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts, Limited. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and operates luxury hotels and destination casino resorts in Las Vegas, Nevada, Macau, and China. ZEN RESTORATION INC: Files for Bankruptcy Protection in Texas ------------------------------------------------------------- Zen Restoration Inc. filed for chapter 11 protection in the Eastern District of New York. According to a court filing, Zen Restoration estimates between 1 and 49 unsecured creditors, including Creston Electronics Inc, Internal Revenue Service, and New York State DTF. The petition states that funds will be available to unsecured creditors. A teleconference meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for May 23, 2022 at 2:00 p.m. About Zen Restoration Zen Restoration Inc -- https://www.zengeneral.com/ -- is a full service construction company that specializes in restoration and repair of high-rise and residential buildings. Zen Restoration Inc. sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 22-40809) on April 19, 2022. In the petition filed by Bernard Sobus, as president, Zen Restoration Inc. listed estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. The case is assigned to Honorable Bankruptcy Judge Nancy Hershey Lord. Ronald D Weiss, of Ronald D. Weiss, P.C., is the Debtor's counsel. [^] BOND PRICING: For the Week from April 25 to 29, 2022 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Accelerate Diagnostics Inc AXDX 2.500 58.500 3/15/2023 Agilent Technologies Inc A 3.875 101.277 7/15/2023 Assabet Valley Bancorp AVBANC 5.500 90.667 08/01/2027 Assabet Valley Bancorp AVBANC 5.500 90.667 08/01/2027 BPZ Resources Inc BPZR 6.500 3.017 03/01/2049 Basic Energy Services Inc BASX 10.750 3.154 10/15/2023 Basic Energy Services Inc BASX 10.750 3.154 10/15/2023 Buckeye Partners LP BPL 6.375 82.546 1/22/2078 Buffalo Thunder Development Authority BUFLO 11.000 50.000 12/09/2022 Chevron Corp CVX 3.191 101.014 6/24/2023 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 20.082 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 21.076 8/15/2027 EnLink Midstream Partners LP ENLK 6.000 75.500 N/A Endo Finance LLC / Endo Finco Inc ENDP 5.375 60.003 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 60.003 1/15/2023 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 2.135 0.072 1/30/2037 Enterprise Products Operating LLC EPD 4.875 89.696 8/16/2077 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 35.827 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 66.250 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 37.118 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 61.901 7/15/2023 GNC Holdings Inc GNC 1.500 0.399 8/15/2020 GTT Communications Inc GTTN 7.875 10.000 12/31/2024 GTT Communications Inc GTTN 7.875 8.250 12/31/2024 General Electric Co GE 4.000 74.375 N/A General Electric Co GE 5.000 98.821 5/15/2022 Goodman Networks Inc GOODNT 8.000 90.525 05/11/2022 IntelGenx Technologies Corp IGXT 8.000 92.000 6/30/2022 Lannett Co Inc LCI 4.500 27.787 10/01/2026 MAI Holdings Inc MAIHLD 9.500 29.757 06/01/2023 MAI Holdings Inc MAIHLD 9.500 29.757 06/01/2023 MAI Holdings Inc MAIHLD 9.500 29.757 06/01/2023 MBIA Insurance Corp MBI 12.304 11.796 1/15/2033 MBIA Insurance Corp MBI 12.304 11.796 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 95.461 10/01/2023 Macy's Retail Holdings LLC M 6.700 99.442 7/15/2034 Morgan Stanley MS 1.800 77.787 8/27/2036 Nine Energy Service Inc NINE 8.750 63.230 11/01/2023 Nine Energy Service Inc NINE 8.750 64.032 11/01/2023 Nine Energy Service Inc NINE 8.750 64.065 11/01/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.784 1/29/2020 Plains All American Pipeline LP PAA 6.125 85.000 N/A Renco Metals Inc RENCO 11.500 24.875 07/01/2003 Revlon Consumer Products REV 6.250 33.085 08/01/2024 Sears Holdings Corp SHLD 8.000 2.050 12/15/2019 Sears Holdings Corp SHLD 6.625 2.247 10/15/2018 Sears Holdings Corp SHLD 6.625 2.499 10/15/2018 Sears Roebuck Acceptance SHLD 6.500 0.950 12/01/2028 Sears Roebuck Acceptance SHLD 7.000 1.117 06/01/2032 Sears Roebuck Acceptance SHLD 6.750 1.042 1/15/2028 Sears Roebuck Acceptance SHLD 7.500 0.885 10/15/2027 TPC Group Inc TPCG 10.500 32.466 08/01/2024 TPC Group Inc TPCG 10.500 32.056 08/01/2024 Talen Energy Supply LLC TLN 6.500 35.849 06/01/2025 Talen Energy Supply LLC TLN 10.500 35.504 1/15/2026 Talen Energy Supply LLC TLN 9.500 49.848 7/15/2022 Talen Energy Supply LLC TLN 9.500 39.166 7/15/2022 Talen Energy Supply LLC TLN 10.500 35.311 1/15/2026 Talen Energy Supply LLC TLN 6.500 31.536 9/15/2024 Talen Energy Supply LLC TLN 6.500 31.536 9/15/2024 Talen Energy Supply LLC TLN 10.500 35.871 1/15/2026 Talos Petroleum LLC SGY 7.500 95.906 5/31/2022 TerraVia Holdings Inc TVIA 5.000 4.644 10/01/2019 Trousdale Issuer LLC TRSDLE 6.500 33.000 04/01/2025 Wayfair Inc W 0.375 98.150 09/01/2022 Wesco Aircraft Holdings Inc WAIR 13.125 42.874 11/15/2027 ********* 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. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2022. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***