/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220704.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, July 4, 2022, Vol. 26, No. 184 Headlines 05-020 VACAVILLE II: Selling 38-Acre Solano County Asset for $762K 06-019 VACAVILLE: Selling 130-Acre Solano County Property for $2.6M 1 BIG RED: Gets Interim Cash Collateral Access Thru Aug 25 2111 ALBANY POST: Property Sale & Rental Proceeds to Fund Plan 424 GROUP: Seeks Approval of Sale of All Assets to Levy for $1.1MM 78-80 ST. MARKS: Wins Cash Collateral Access Thru July 21 800 GEORGE: PPS Property Buying Plainfield Property for $300K AES CORP: Egan-Jones Retains BB Senior Unsecured Ratings AFFORDABLE CONCRETE: Unsecureds' Recovery Cut to 15.1% of Claims AMERICORE HOLDINGS: Trustee's Sale of All Assets to Pelorus Granted ARTESIAN FUTURE: Proposes Auction of Tangible Personal Property ASTA HOLDINGS: Substantially All Assets Sale to Cartersville OK'd ATLANTIC BROOM: Wins Cash Collateral Access Thru July 8 AUBURN SCHOOL: Wang Wants to Buy Cambridge Property for $4 Million BALLY'S CORP: S&P Alters Outlook to Negative, Affirms 'B' ICR BASIC ENERGY: August 9 Plan & Disclosure Hearing Set BASIC ENERGY: Unsecureds Will Get 0.4% to 3.8% in Liquidating Plan BDF ACQUISITION: S&P Downgrades ICR to 'B-', Outlook Negative BELLE MEADE: Case Summary & Three Unsecured Creditors BENJAMIN EYE: Case Summary & 20 Largest Unsecured Creditors BETTER 4 YOU BREAKFAST: Has Deal on Cash Collateral Access BIOMARIN PHARMACEUTICAL: Egan-Jones Retains BB- Sr. Unsec. Ratings BK AUTUMN: Seeks to Reclassify Several Secured Claims to Unsecureds BLACK NEWS CHANNEL: Byron Allen's $11M Now the Lead Bid BPCRE 2022-FL2: DBRS Gives Prov. B(low) Rating on Class G Notes BRINK'S CO: Egan-Jones Retains B+ Unsecured Ratings BUCKINGHAM TOWER: Case Summary & Five Unsecured Creditors BURTS CONSTRUCTION: Taps Cooper & Scully as Legal Counsel CANADA UTILITIES: Egan-Jones Retains BB Senior Unsecured Ratings CAREPATH HEALTHCARE: Seeks Approval to Hire Real Estate Broker CASABELLA CONTRACTING: Seeks Approval to Hire Maltz Auctions CELSIUS NETWORK: Clashes With Lawyers Over Chapter 11 CENTURY ALUMINUM: Egan-Jones Hikes Senior Unsecured Ratings to CCC+ CHARLES DEWEESE: Case Summary & 20 Largest Unsecured Creditors CINEMARK HOLDINGS: Egan-Jones Keeps CC Senior Unsecured Ratings CM WIND: Egan-Jones Keeps CCC+ Unsecured Ratings COGENT COMMUNICATIONS: Egan-Jones Retains B- Sr. Unsecured Ratings COMFORT HEALTH: Pro Se Case Faces Dismissal CONN'S INC: S&P Withdraws 'B' Issuer Credit Rating COPPER REALTY: Case Summary & 13 Unsecured Creditors CROSS RIDGE: Wins Interim Cash Collateral Access Thru July 28 CRYSTAL PACKAGING: Taps Castle Value Services as Appraiser D&F RESOURCES: Seeks Cash Collateral Access DANA INC: Egan-Jones Keeps BB- Unsecured Ratings DANNY PATRICK MCMULLEN: Sets Bid Procedures for Boca Raton Property DETROIT WORLD: Islamic Center Buying Redford Property for $4.1MM DUSAN PITTNER: Trustee Selling Boca Raton Property for $1.6-Mil. ENDO INTERNATIONAL: S&P Downgrades ICR to 'CC', On Watch Negative ENDO INTERNATIONAL: Skips Interest Payment Amid Bankruptcy Talks ENJOY TECHNOLOGY: Obtains $55MM DIP Loan from Asurion EXPRESS GRAIN: Court Clarifies Approval of $25M Sale of All Assets EXWORKS CAPITAL: Unsecureds to Get Litigation, World Trade Proceeds FIRST GUARANTY: $22MM DIP Loan, Repo Agreements Win Interim OK FIRST GUARANTY: Case Summary & 30 Largest Unsecured Creditors FLEXIBLE FUNDING: Gets Court Okay for Chapter 11 Liquidation FLUOR CORP: Egan-Jones Keeps B Senior Unsecured Ratings GATHERING PLACE: Case Summary & Four Unsecured Creditors GENERAC POWER: S&P Lowers Sr. Secured Term Loan B Rating to 'BB+' H.R.P. II LLC: Summer Street Buying Hammond Property for $1.2-Mil. HAMMERTOWN LLC: Files Chapter 11 Bankruptcy Protection HERBALIFE NUTRITION: Egan-Jones Retains BB- Unsecured Ratings HILLMAN SOLUTIONS: Fitch Affirms BB- LongTerm IDR, Outlook Stable HILTON WORLDWIDE: Egan-Jones Hikes Senior Unsecured Ratings to B+ HOME DEALS OF MAINE: Dehetre Buying Arundel Property for $257K HOME PRODUCTS: Wins Cash Collateral Access on Final Basis IAS LAND LLC: Starts Chapter 11 Subchapter V Case IMAX CORP: Egan-Jones Retains BB- Unsecured Ratings INDIE BREWING: Upshift Brewing Buying Business Assets for $10.3K INTERTAPE POLYMER: S&P Lowers ICR to 'B', Off Watch Negative IONIS PHARMACEUTICAL: Egan-Jones Retains B+ Sr. Unsecured Ratings IRON MOUNTAIN: Egan-Jones Retains BB Senior Unsecured Ratings JAMES E. CARPENTER: Selling 3 Commercial Parcels in Grant County JPP HOLDING: Stefano Apisa Buying Plainfield Property for $450K KEYS MEDICAL STAFFING: Files for Chapter 11 to Deal With Invoices KOD GLOBAL: Sale of Suwanee Property to VanDyke for $700K Approved KOD GLOBAL: Selling Suwanee Real Property to VanDyke for $700K KRUGER PACKAGING: DBRS Confirms BB(high) Issuer Rating KW EXCAVATION: Wins Cash Collateral Access LAMAR ADVERTISING: Egan-Jones Retains BB- Senior Unsecured Ratings LAREDO PTEROLEUM: Egan-Jones Retains B- Unsecured Ratings LECLAIRRYAN PLLC: Court Okays $21 Mil. UnitedLex Settlement LIBERATED SPECIALTY: CSEBY Trust Buying Madison Property for $475K LOYALTY VENTURES: S&P Downgrades ICR to 'B', Outlook Negative MED EQUITY: AB Capital Offers $4.75-Mil. for Los Angeles Property MEZZ57TH LLC: Lifetrust Buying JBI's Policy w/ Principal for $1.7MM MGAE INC: Seeks Interim Cash Collateral Access Thru July 31 MORAVIAN MANORS: Fitch Affirms BB+ Rating on 2019A Facility Bonds MY LOVE OF CARE: Consensual Subchapter V Plan Confirmed by Judge NATIONAL JEWISH HEALTH: S&P Affirms 'BB+' Rating on 2012 Bonds NORSTROM INC: Egan-Jones Retains B+ Senior Unsecured Ratings OCCIDENTAL PETROLEUM: Egan-Jones Retains BB Sr. Unsecured Ratings OCEANEERING INTERNATIONAL: Egan-Jones Retains B- Unsecured Ratings OFFICE DEPOT: Egan-Jones Retains B Senior Unsecured Ratings OUR ALCHEMY: Court Rejects Anderson's Fraudulent Transfer Claim OUTFRONT MEDIA: Egan-Jones Retains CCC Unsecured Ratings OWENS & MINOR: Egan-Jones Retains BB- Unsecured Ratings PACIFIC LINKS: KH Buying Substantially All Assets for $20.7-Mil. PROVENIR LLC: Proposes to Sell Office Furniture and Equipment QUICKER LIQUOR: Plan Solicitation Period Extended to Nov. 30 RADIANT LIGHTHOUSE: Przyseak Buying Sarasota Home & Lot for $300K RAPI INC: Seeks Approval to Hire Goldberg as Legal Counsel RENT-A-CENTER: Egan-Jones Retains BB Senior Unsecured Ratings REVLON INC: Egan-Jones Retains CCC- Unsecured Ratings RITE AID: S&P Lowers ICR to 'SD' on Distressed Exchange ROCKY MOUNTAIN: Medical Supplier Files Subchapter V Case RYAN ENVIRONMENTAL: Has Interim Cash Collateral Access Thru July 6 RYBEK DEVELOPMENTS: Creditors Say Disclosure Statement Misleading S-TEK 1 LLC: Wins Cash Collateral Access Thru Sept 30 SAFE SITE: Unsecured Creditors Will Get 100% of Claims in Plan SAFE SITE: Wins Cash Collateral Access on Emergency Basis SALEM HARBOR: Pays $44 Million to End FERC Payment Probe SAVVA'S RESTAURANT: August 8 Disclosure Statement Hearing Set SCHRILLO CO: MNA & MMI Buying All Personal Property for $1.355MM SENIOR CARE: Sets Bid Procedures for $2.2MM Lewisville Asset Sale SHERRIE A. HEATON: Schmidts Buying Carrollton Property for $350K SHERRIE A. HEATON: Schmidts Offer $650K for Carrollton Property SIX FLAGS: Egan-Jones Retains CCC+ Unsecured Ratings SM ENERGY: Egan-Jones Retains B Unsecured Ratings SOUTHWEST ENERGY: Egan-Jones Retains B Senior Unsecured Ratings STARLIN LLC: In Chapter 11 to Stop Foreclosure of NY Properties STARPARKS USA: Selling 2 Bayville Properties to BSD 140 for $1.35M STERICYCLE INC: Egan-Jones Retains B+ Senior Unsecured Ratings SUMAK KAWSAY: Unsecureds Will Get 10% Dividend in 36 Months SUMMIT HOTEL: Egan-Jones Retains BB Senior Unsecured Ratings SUNSTONE HOTEL: Egan-Jones Lowers Senior Unsecured Ratings to BB- SWH17 INC: Files for Chapter 11 to Stop Foreclosure Sale TEGNA INC: Egan-Jones Retains CCC+ Senior Unsecured Ratings TELEPHONE AND DATA: Egan-Jones Retains B+ Unsecured Ratings TIMOTHY WAYNE LAQUAY: Proposes Auction Sale of Personal Property TOURGIGS LLC: Starts Subchapter V Case With Plan TOURGIGS LLC: Unsecured Creditors to be Paid in Full in Joint Plan TOYS "R" US: Former Executives Face Trial on Botched Bankruptcy TRILOGY INTERNATIONAL: S&P Withdraws 'B-' LT Issuer Credit Rating TUPPERWARE BRANDS: Egan-Jones Retains BB- Unsecured Ratings VAL PROPERTIES: August 9 Disclosure Statement Hearing Set VERNER D. NELSON: J.I. Condominium Buying Garage Stall for $3.2K VERTEX ENERGY: Fitch Assigns First Time 'B-' LongTerm IDR VINO CAFE: Amends SBA Secured Claim Pay Details WCP SOLAR: Case Summary & 20 Largest Unsecured Creditors WENDY'S CO: Egan-Jones Retains B Unsecured Ratings WEST PACE: Trustee Proposes July 29 Auction of Lee County Property WHETSTONE PARTNERS: Voluntary Chapter 11 Case Summary WILLIAM F. EVERETT JR.: Sells Four Winns Boat to Pringle for $12K WIRTA HOTELS: Loses Exclusive Control of Bankruptcy WOLVERINE WORLD: Egan-Jones Retains B Unsecured Ratings YORKTOWN ELECTRIC: Loftman Buying 1999 GMC Bucket Truck for $10K YORKTOWN ELECTRIC: Santagate Buying 2017 Dodge Ram Van for $7K ZZ HOME CARE: Wins Cash Collateral Access on Final Basis ZZ HOME: Proposes Private Sale of Franchised Business for $67K [^] BOND PRICING: For the Week from June 27 to July 1, 2022 ********* 05-020 VACAVILLE II: Selling 38-Acre Solano County Asset for $762K ------------------------------------------------------------------ 05-020 Vacaville II Business Trust seeks authority from the U.S. Bankruptcy Court for the District of Nevada to sell its 38.11 acres of real property located in Solano County, California, Assessor's Parcel Number 0141-010—090, together with all improvements thereon and all rights, appurtenances, easements, and privileges thereto, free and clear of liabilities, liens, claims, interests and encumbrances to Gene Bains for $762,200, on the terms and conditions set forth in the Purchase Agreement and Joint Escrow Instruction. A hearing on the Motion is set for July 6, 2022, at 1:30 p.m. The salient terms of the Agreement are: a. Assets To Be Purchased: The Buyer has agreed to purchase the Property and all of the Debtor's rights and interests related thereto, free and clear of all liens, encumbrances, claims and interests; b. Purchase Price: The purchase price for the Property is $762,200; c. Deposit: The Buyer will earnest money deposit with Fidelity National Title Co. of California, Escrow #01006542, as a good faith deposit. At the Closing, the Deposit will be credited toward the Purchase Price. d. Closing: The Purchase Agreement provides for a closing date 45 days after execution of the agreement. e. Commissions: The Purchase Agreement provides for no payment of commissions to any brokers. f. Payment of Proceeds on Closing ofthe Sale: The Debtor, upon the closing of the sale, proposes to make the following payments: (i) Payment in full of all taxes to Solano County in the amount of $195,695.93 plus interest and penalties through the date of the closing of the sale. As of May 9, 2022, the Solano County Treasurer holds a secured claim against the Property in the total amount of $195,695.93 for delinquent real property taxes, interest and fees; (ii) Payment of closing costs arising from the Sale of the Property; and (iii) The balance will be released by the title company to Mesa Asset Management to be deposited in the Debtor's DIP account for the benefit of the Debtor. The Debtor seeks entry of the Sale Order authorizing the sale ofthe Property free and clear ofliabilities, liens, claims, interests, and encumbrances and in connection therewith. In the present matter, a sound business justification exists for the sale of the Property. As of May 9, 2022, the Solano County Treasurer holds a secured claim against the Property in the total amount of $195,695.93. The Property taxes and interest continue to accrue on the Property. A sale of the Property is necessary to complete the Debtor's proposed liquidating Plan, without which the Debtor will be unable to complete the proposed Plan, risking dismissal of the Bankruptcy Case and the subsequent loss of the Property, leaving little or no recovery for the Debtor and the TICs. The Debtor believes the price being offered for the Property is fair and reasonable. The sale price of $762,200 will be adequate to pay in full the Solano County Treasurer, which holds a secured claim against the Property in the total amount of $195,695.93. After Solano County is paid in full, sufficient funds of approximately $567,000 will be available to pay all other classes and costs and fees owed, as well as pay pro rata the Members and the TICs. The Debtor requests that any order approving the free and clear sale of the Property become effective immediately upon its entry. Given the fact that it will provide notice in a manner that is reasonable under the circumstances, the Debtor submits that good cause exists for the Court to waive the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the Agreement is available at https://tinyurl.com/2p8xv3tz from PacerMonitor.com free of charge. The Purchaser: Gene Bains 1970 N Township Rd. Yuba City, CA 95993 About 05-020 Vacaville II 05-020 Vacaville II Business Trust, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-12928) on May 27, 2016. The Hon. Bruce T. Beesley presides over the case. Timothy P. Thomas, Esq., at the Law Office of Timothy Thomas, LLC, as bankruptcy counsel. In its petition, the Debtor listed $969,900 in assets and $152,742 in liabilities. The petition was signed by Peter Becker, manager of trustee. 06-019 VACAVILLE: Selling 130-Acre Solano County Property for $2.6M ------------------------------------------------------------------- 06-019 Vacaville III Business Trust asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of its 130 acres of real property located in Solano County, California, Assessor's Parcel Number 0109-270-100, together with all improvements thereon and all rights, appurtenances, easements, and privileges thereto, free and clear of liabilities, liens, claims, interests and encumbrances to Thiara Et Al, for the purchase price of $2.6 million, on the terms and conditions set forth in the Purchase Agreement and Joint Escrow Instruction. A hearing on the Motion is set for July 6, 2022, at 1:30 p.m. The Debtor has entered into a Purchase Agreement with the Buyer. A summary of the terms of the proposed sale to the Buyer is as follows: a. Assets To Be Purchased: The Property and all of the Debtor's rights and interests related thereto, free and clear of all liens, encumbrances, claims and interests; b. Purchase Price: $2.6 million; The Buyer will make an earnest money deposit with Fidelity National Title Co., Escrow No. 01006550, opened May 19, 2022, as a good faith deposit. At the Closing, the Deposit will be credited toward the Purchase Price of the Buyer; c. Closing: The Purchase Agreement provides for a closing date 45 days after execution of the agreement. d. Commissions: The Purchase Agreement provides for no payment of commissions to any brokers; e. Payment of Proceeds on Closing of the Sale: The Debtor, upon the closing of the sale, proposes to make the following payments: 1. Payment in full of all taxes to Solano County in the amount of $1,633,556.95 plus interest and penalties through the date of the closing of the sale. As of May 9, 2022, the Solano County Treasurer holds a secured claim against the Property in the total amount of $1,633,556.95 for delinquent real property taxes, interest and fees. 2. Payment of closing costs arising from the Sale of the Property; and 3. The balance will be held in escrow by the title company for the benefit of the Debtor and will be released to Mesa Asset Management to be held and distributed pursuant to the confirmed plan of reorganization without further order of the Court. The Motion seeks entry of the Sale Order authorizing the sale of the Property free and clear of liabilities, liens, claims, interests, and encumbrances and in connection therewith. In the present matter, a sound business justification exists for the sale of the Property. As of May 9, 2022, the Solano County Treasurer holds a secured claim against the Property in the total amount of $1,633,566.95. These amounts were ascertained by visiting the website of the Solano County Treasurer-Tax Collector and the tax sale notice relating to the Property. Property taxes and interest continue to accrue on the Property. A sale of the Property is necessary to complete the Debtor's proposed liquidating Plan, without which it will be unable to complete the proposed Plan, risking dismissal of the Bankruptcy Case and the subsequent loss of the Property, leaving little or no recovery for the Debtor and the TICs. Therefore, a sound business reason exists for the sale of the Property. The Debtor believes the price being offered for the Property is fair and reasonable. The sale price will be adequate to pay in full the Solano County Treasurer, which holds a secured claim against the Property in the total amount of $1,633,556.95. After Solano County is paid in full, sufficient funds of approximately $900,000 will be available to pay all costs and fees owed, as well as pay pro rata to the Members and the TICs. The Debtor requests that any order approving the free and clear sale of the Property becomes effective immediately upon its entry. Given the fact that Debtor will provide notice in a manner that is reasonable under the circumstances, the Debtor submits that good cause exists for the Court to waives the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the Agreement is available at https://tinyurl.com/2p97tpwx from PacerMonitor.com free of charge. About 06-019 Vacaville III Based in Las Vegas, Nevada, 06-019 Vacaville III Business Trust is a holding company for parties who acquired an interest in a real estate that served as collateral to secure an investment that was ultimately foreclosed upon. The Debtor is in the business of managing and marketing the real property for sale. 06-019 Vacaville III Business Trust filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-12929) on May 27, 2016. In its petition, the Debtor listed $1.81 million in assets and $1.04 million in liabilities. The petition was signed by Peter Becker, manager of trustee. Judge Mike K. Nakagawa presides over the case. Timothy P. Thomas, Esq., at the Law Office of Timothy Thomas, LLC serves as the Debtor's bankruptcy counsel. 1 BIG RED: Gets Interim Cash Collateral Access Thru Aug 25 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas authorized 1 Big Red, LLC to use cash collateral on an interim basis in accordance with the budget through August 25, 2022. The Debtor asserts that an immediate need exists for it to use cash collateral to pay insurance premiums, utilities, allowed professional fees, and pay other necessary and ordinary business expenses. The Debtor owes Peerstreet for mortgage on the property located at 7410 Sni A Bar Road, Kansas City, Missouri, which has not been sold. Effective as of the Petition Date, Peerstreet is granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Debtor and the Debtor's bankruptcy estate that is the same type of property that Peerstreet holds a pre-petition interest, lien or security interest to the extent of the validity and priority of such interests, liens, or security interests, if any. The priority of the Replacement Liens will be in the same priority as each of the creditors pre-petition interests, liens and security interests in similar property. To the extent the Replacement Liens prove inadequate to protect the creditor from a demonstrated diminution in value of collateral positions from the Petition Date, Peerstreet is granted an administrative expense claim under 11 U.S.C. section 503(b) with priority in payment under section 507(b). The Debtor will pay PS Funding, Inc. $1,000 per month beginning June 30, 2021, and the 30th day of each month thereafter until the Kansas City property is sold or further Court order. The Debtor will continue to maintain adequate and sufficient insurance on all its property and assets. The final hearing on the matter is scheduled for August 25 at 1:30 p.m. A copy of the order is available at https://bit.ly/3ugQmya from PacerMonitor.com. About 1 Big Red, LLC 1 Big Red, LLC, buys and sells real estate. It has a principal location at 440 E. 63rd Street, Kansas City, MO 64110. 1 Big Red, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case 21-20044) on January 15, 2021. In the petition signed by CEO Sean Tarpenning, the Debtor listed total assets at $2.5 million and $3,094,099 in estimated liabilities. Judge Robert D. Berger oversees the case. The Debtor tapped Colin Gotham, Esq., at Evans & Mullinix, P.A. as counsel. 2111 ALBANY POST: Property Sale & Rental Proceeds to Fund Plan -------------------------------------------------------------- 2111 Albany Post Road Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York a Small Business Subchapter V Plan dated June 28, 2022. The Debtor operates a business engaged primarily in owning and managing real property including the Buchanan Property which consists of a small office building and the Montrose Property which consists of a two-family home, 8 bungalows, an office and industrial space. The Debtor's most significant assets consists of the Buchanan Property and the Montrose Property. In addition to such properties, the Debtor's other assets include claims against the Receiver and/or former and current tenants of the Montrose Property. The Debtor's operations and value were being severely jeopardized under the supervision of the Receiver. Upon information and belief, the Receiver failed to maintain insurance on the Buchanan Property and the Montrose Property, diverted rents, and engaged in actions that were not designed to enhance the value of the Debtor. The Debtor is in the process of resuming to collect rents. Due to the receivership and COVID moratoria, Tenants have been reluctant to pay. The Debtor will fund this Plan primarily with the proceeds of the sale of the Montrose Property and rents generated by the Buchanan Property. Within 8 months, if the Buchanan Property does not prove to be profitable, the Debtor will consider moving to sell same. On June 16, 2022, the Debtor moved to employ Maltz as broker, marketing agent and auctioneer for the Montrose Property. Class 1 consists of Sangro (Holder of Senior Lien on Montrose Property). The Debtor will pay the holder of the Class 1 Claim in full upon the sale under 11 U.S.C. §363 of the Montrose Property upon which he holds a Lien. Class 1 is unimpaired by the Plan. Therefore, the holder of the Class 1 Claim is not entitled to vote to accept or reject the Plan. Class 2 consists of Orange Bank (Holder of Senior Lien on Buchanan Property). The Debtor will pay the holder of Class 2 Claim in full in accordance with its agreement with the Debtor from the rents generated by the Buchanan Property upon which it holds a senior Lien. Class 2 is unimpaired by the Plan. Therefore, holder of the Class 2 Claim is not entitled to vote to accept or reject the Plan. Class 3 consists of Hudson (Holder of junior Liens on the Montrose Property and Buchanan Property). The Debtor shall pay the holder of the Class 3 Claim from (A) the net proceeds remaining from the sale of the Montrose Property after Sangro is paid and (B) Net Rents until it is satisfied. Class 3 is impaired by the Plan and entitled to vote to accept or reject it. Class 4 consists of creditors holding Unsecured Claims. The Debtor, through the Disbursing Agent, shall distribute to Holders of Class 4 Claims on a pro rata basis from the Net Rents after Class 1 and Class 3 are satisfied in full. Class 4 shall also receive the net recovery of any lawsuits after expenses including suits against the Receiver. Class 4 is impaired by the Plan and entitled to vote to accept or reject it. The Debtor shall make payments from (i) the proceeds of the sale of the Montrose Property; (ii) rents generated by the Buchanan Property and/or the sale and (iii) recovery, if any, from the Receiver or third parties. A full-text copy of the Subchapter V Plan dated June 28, 2022, is available at https://bit.ly/3bDMDUF from PacerMonitor.com at no charge. Counsel for the Debtor: Anne Penachio, Esq. Penachio Malara LLP 245 Main Street, Suite 450 White Plains, NY 10601 Tel: (914) 946-2889 Email: frank@pmlawllp.com About 2111 Albany Post Road Corp. 2111 Albany Post Road Corp. owns a property in Montrose, NY, consisting of multi-family home, eight bungalows, an office building, and an industrial property valued at $3 million. 2111 Albany filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22207) on April 25, 2022, listing up to $10 million in assets and up to $1 million in liabilities. Samuel Dawidowicz serves as Subchapter V trustee. Anne J. Penachio, Esq., at Penachio Malara, LLP is the Debtor's legal counsel. 424 GROUP: Seeks Approval of Sale of All Assets to Levy for $1.1MM ------------------------------------------------------------------ 424 Group, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to sell substantially all of its assets and property to Henri Levy or his assignee for $1.1 million cash plus 50% of the recovery on the claims against 380 Group LLC, subject to overbid. The Assets are generally described as the Debtor's intellectual property, goodwill and customer relationships and inventory, as well as the Debtor's claims, causes of action and defenses against 380 Group. The Assets do not include the Debtor's cash, accounts receivable, avoiding power claims or claims against third parties, other than 380 Group, all of which are specifically excluded from the sale and will remain property of the Estate. The Assets will be sold to the Buyer or to a bidder with a higher, better or otherwise best bid for the Assets which party will be the prevailing bidder at the auction. The Buyer and the Debtor have executed a written Asset Purchase Agreement ("APA") and the Buyer has tendered his deposit to the Debtor to purchase the Assets. Pursuant to the APA, the successful bidder also has the option, but not the obligation, to request that the Debtor assumes and assigns its rights and interests in that certain lease of the real property located at 424 Fairfax Ave., Los Angeles, California 90036 ("Premises"), between the Debtor and 416-424 1/2 N. Fairfax Ave., LLC ("Lessor"), and the Debtor's other executory contracts. The Debtor and the Buyer executed the APA dated as of June 1, 2022, providing for the sale and acquisition of the Assets for the sum of $1.1 million cash plus 50% of the recovery on the claims against 380 Group, free and clear of all liens, claims, encumbrances and other interests, with such liens to attach to the proceeds of sale with the same priority. The Buyer has wired a Deposit of $100,000, to the attorney client trust account of Weintraub & Selth, APC. If the transaction closes as contemplated, the Deposit will be credited to the Purchase Price at Closing. If the Buyer is the winning bidder and fails to fulfil its obligations herein, the Deposit made by Buyer will be forfeit and retained by the Debtor's estate. The Debtor has no secured creditors other than the lien under Italian law in favor of Twentyfourseven s.r.l., in the approximate amount of EUR57,090.37 as of May 19, 2022, plus an approximate interest of EUR1.94 per day thereafter until paid against the Debtor's Italian and European trademarks. The Debtor has approximately $2,785,000 in general unsecured claims such that the proposed Purchase Price will provide a significant distribution to general unsecured creditors. To maximize the value received for the Assets and manage the sale process, the Debtor has proposed Bid Procedures, which are subject to a separately filed Motion for Order Approving Bidding Procedures, etc. The Debtor has also proposed a procedure to provide for the orderly management of the assumption and assignment of any of the Designated Contracts. The Debtor asks the Court to waive the 14-day stay of order provided in Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure. About 424 Group 424 Group, Inc., a Los Angeles-based company that owns and operates a clothing store, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-19407) on Dec. 23, 2021, listing as much as $10 million in both assets and liabilities. Gregory Kent Jones serves as the Subchapter V trustee. Judge Sandra R. Klein oversees the case. The Debtor tapped Weintraub & Selth, APC as bankruptcy counsel; Bellizio + Igel, PLLC, Chapman Law Group, A.P.C., and Spheriens Avvocati as special counsels; and Stephen Coats as accountant. 78-80 ST. MARKS: Wins Cash Collateral Access Thru July 21 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York entered an order authorizing Marianne T. O'Toole, Esq., the Chapter 11 Trustee for 78-80 St. Marks Place, LLC to use cash collateral on an interim basis through July 21, 2022 in accordance with its stipulation with St. Mark's Mixed Use LLC. The Lender is a secured creditor of the Debtor and the current holder of a commercial mortgage loan owed by the Debtor in the principal sum of $6,100,000 that was made on November 12, 2019 by 80 St. Marks Place Funding LLC. The Loan is evidenced by a Promissory Note, dated as of November 12, 2019, which was duly executed and delivered by the Debtor to Funding LLC. Funding LLC duly perfected its valid and first priority security interest in and lien on the Pledged Collateral. On December 1, 2020, the Loan was duly assigned by Funding LLC to the Lender. The Lender holds a valid perfected and an unavoidable lien on the Debtor's Property, all pre-petition and post-petition rents and all cash collateral. The Trustee is permitted to use cash collateral generated from the Property to pay invoices for the operation and maintenance of the Property, including for utilities, insurance, repairs, bond fees and emergency items. As adequate protection for the use of cash collateral, the Lender is granted: (a) a replacement lien on all of the Debtor's property which was designated as collateral or as to which a mortgage, lien or security interest was granted under any or all of the Loan Documents in the amount of any actual cash collateral used pursuant to the Stipulation, which replacement lien will be in the same priority as existed pre-petition, absent further order of the Court, and which will be on all rents and cash collateral received or generated post-petition to the extent provided under section 552(b) of the Bankruptcy Code; and (b) a priority administrative expense claim pursuant to section 507(b) of the Bankruptcy Code in the amount of any actual cash collateral used pursuant to the Stipulation having priority over all any and all other unsecured obligations, liabilities, indebtedness, and claims of any kind and nature, now in existence or hereafter incurred by the Debtor's estate or the Trustee. The maximum amount of cash collateral that may be used pursuant to the Stipulation will not exceed the aggregate amount of $30,000. A copy of the stipulation and order is available at https://bit.ly/3yygvL5 from PacerMonitor.com. About 78-80 St Mark's Place 78-80 St Mark's Place, LLC filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-12139) on Dec. 29, 2021, listing $15,012,427 in assets and $8,128,713 in liabilities. Lawrence V. Otway, sole member, signed the petition. Judge Martin Glenn oversees the case. The Debtor tapped Andrew R. Gottesman, Esq., at Mintz & Gold, LLP as legal counsel. 800 GEORGE: PPS Property Buying Plainfield Property for $300K ------------------------------------------------------------- 800 George Street, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of its property located at 800 George Street, in Plainfield, New Jersey, to PPS Property George St LLC for $300,000. A hearing on the Motion is set for July 19, 2022, at 10:00 a.m. The salient terms of the Contract are: a. Property: The Property to be sold consists of (a) the land and all the buildings. other improvements and fixtures on the land: (b) all of the Seller's rights relating to the land: and (c) all personal property specifically included in the Contract. The Property is commonly known as 800 George St., City of Plainfield, NJ 07060 in the County of Union, and State of New Jersey. It is shown on the municipal tax map as lot 13; Block: 339. b. Purchaser: PPS Property George St LLC c. Purchase Price: $300,000 d. Deposit: 10,000 e. The Debtor proposes to sell the Property free and clear of all liens. The Debtor agrees to pay the Realtor(s) a commission for services rendered in procuring the sale as follows: $400 Flat Fee to Preferred Realty The Debtor also requests the Court to modify its Plan and for such other and further relief as the Court may deem equitable and just. A copy of the Contract is available at https://tinyurl.com/3zw64t8a from PacerMonitor.com free of charge. The Purchaser: PPS PROPERTY GEORGE ST LLC 801 E 6th St. Plainfield, NJ 07060 About 800 George Street, LLC 800 George Street, LLC sought Chapter 11 protection (Bankr. D.N.J. Case No. 22-11493) on Feb. 25, 2022. The Debtor estimated assets and debt in the of $100,001 to $500,000. The Debtor tapped Robert C. Nisenson, Esq., at Robert C. Nisenson, L.L.C. as counsel. The petition was signed by Willigton Pena. AES CORP: Egan-Jones Retains BB Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company on June 21, 2022, retained the 'BB' foreign currency and local currency senior unsecured ratings on debt issued by AES Corporation. Headquartered in Arlington County, Virginia, AES Corporation is an electric power distribution company. AFFORDABLE CONCRETE: Unsecureds' Recovery Cut to 15.1% of Claims ---------------------------------------------------------------- Affordable Concrete, LLC, submitted an Amended and Restated Plan of Reorganization. The Debtor firmly believes that the Plan represents the best alternative for providing the maximum value for creditors. The Plan provides creditors with a distribution on their Claims in an amount greater than any other potential known option available to the Debtor. Class 5 consists of Ryan and Deanna Pavlovec Claims. Allowed secured claim to the extent provided for in the settlement agreement approved on March 3, 2022. The Class 5 Claim was paid in full as a result of the sale of the Debtor's real property on April 15, 2022. Class 6 consists of Frances Fitzgerald Claim. Allowed secured claim to the extent provided for in the settlement agreement approved on March 24, 2022. The Class Claim was paid in full as a result of the release of funds following approval of the Settlement Agreement, and sale of the Debtor's real property on April 15, 2022. Class 7 consists of Argonaut Insurance Company Claim. The Class 7 Claim shall be treated as set forth in the Compromise and Settlement Agreement by and between Affordable Concrete, LLC and Argonaut Insurance Company. Consistent with the Agreement, Argo shall receive $17,871.99 of funds currently held in escrow, and shall receive a partially secured claim to be amortized with 4.25% interest and paid in equal monthly installments over 5 years. Class 8 consists of General Unsecured Claims. Unsecured creditors will receive a variable percentage of the Debtor's Adjusted Gross Margin over 5 years following the Effective Date of the Plan. Unsecured Creditors will further receive 50% of the escrowed funds. Unsecured creditors are projected to receive approximately 15.1% on account of their allowed claims. Class 9 consists of Interests in Affordable Concrete, LLC. All equity interests shall be retained by Class 9 Equity Interest Holders on the Effective Date of the Plan. On the Effective Date of the Plan, Roger Bartlett shall be appointed for the purpose of carrying out the terms of the Plan, and taking all actions deemed necessary or convenient to consummating the terms of the Plan. Mr. Bartlett shall continue to receive his annual salary in the amount of $128,960, subject to adjustment as the Debtor determines is reasonable and appropriate. On or before the one-year anniversary of the Plan, the Debtor shall close on the sale of the Bennett Property. The Bennett Property is listed for sale on or with a commercial real estate brokerage at a reasonable listing price. The sale of the property shall be free and clear of liens, claims, and encumbrances, with any valid, duly perfected liens to attach to the proceeds subject to the terms of this Plan. A full-text copy of the Amended and Restated Plan of Reorganization dated June 28, 2022, is available at https://bit.ly/3NDEpJq from PacerMonitor.com at no charge. Debtor's Counsel: Keri L. Riley, Esq. Kutner Brinen Dickey Riley, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel.: (303) 832-2400 Email: klr@kutnerlaw.com About Affordable Concrete Affordable Concrete, LLC is a full-service general construction company in Commerce City, Colo., with specialties in concrete, commercial and office renovations, asphalt, civil, and demolition services. Affordable Concrete sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-14587) on Sept. 2, 2021, listing as much as $10 million in both assets and liabilities. Roger Bartlett, as owner and president, signed the petition. Judge Kimberley H. Tyson oversees the case. The Debtor tapped Kutner Brinen Dickey Riley, P.C. as legal counsel. AMERICORE HOLDINGS: Trustee's Sale of All Assets to Pelorus Granted ------------------------------------------------------------------- Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky authorized Carol L. Fox, the Chapter 11 trustee for Americore Holdings, LLC, and its affiliates, to sell substantially all assets to Pelorus Equity Group, Inc. The Purchase Price for the Purchased Assets consist of the sum of: (a) the credit bid amount ($491,277), payable in the form of the exercise of credit bid rights with respect to some or all of the aggregate obligations then outstanding to Pelorus Equity Group, Inc., and Penn Med, LLC for all the non-governmental EMCO accounts receivable listed on Schedule 1.1 ("Accounts Receivable"), (b) the credit bid amount ($2,527,867), payable in the form of the exercise of credit bid rights with respect to some or all of the aggregate obligations then outstanding to Pelorus Equity Group, Inc., and Penn Med, LLC, for the assets of EMCRE, (c) the credit bid amount ($600,000), payable in the form of the exercise of credit bid rights with respect to some or all of the aggregate obligations then outstanding to Pelorus Equity Group, Inc., and Utica Leasco, LLC, for the assets of ECMO, and (d) cash payment amount ($332,707) for the assignment of contracts/leases and other assets of EMCO; which amount was increased pursuant to and in accordance with that certain Agreement for Extension of Certain Bid Procedures Deadlines and Related Items executed by the Parties on July 24, 2020. (e) cash payment amount equal to the outstanding amount of all tax claims with lien rights in connection with the assets of EMCO and EMCRE as may be agreed to by the holders of such claims, and this payment will be paid directly to the holders of such claims, not Seller. (f) cash payment amount paid to the Trustee prior to the Closing Date equal to the reasonable and otherwise not reimbursable utility and facility costs necessary for the preservation of the Property as agreed upon, in advance, for the period from Dec. 1, 2021, until Closing, as will be accounted for in the monthly operating reports filed y the Trustee in the Chapter 11 Cases, in an amount no less than $44,433.49, as set forth in the monthly operating reports filed by the Trustee in the Chapter 11 Cases. (g) cash payment amount ($96,200) for the expenses incurred by the Seller for the Patient Notice Costs, Medical Costs, and Medical Record Destruction Costs. The Agreement, all ancillary documents filed therewith or described therein, the Credit Bid and all other transactions contemplated therein, and all of the terms and conditions thereof, are approved. The Trustee is authorized and directed to enter into, execute, deliver and perform her obligations under and comply with the terms of the Agreement and to close and consummate the Sale Transaction pursuant to and in accordance with the terms and conditions of the Agreement and the Sale Order. The Sale is free and clear of all Liens, Claims, Encumbrances and other interests, with such Liens, Claims, Encumbrances and other interests to attach to the proceeds of the Sale. The Trustee will assume and assign to the Purchaser the Lease Agreement made and executed April 22, 2019, by and between Debtor Ellwood City Medical Center Real Estate, LLC, and Primary Health Network, and no cure or adequate assurance will be required for this assumption and assignment. No other executory contracts or leases will be assumed and/or assigned, and the Purchaser will not be responsible for the payment of any obligations arising under any other executory contracts or leases of the Debtors. Notwithstanding the provisions of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014 or any applicable provisions of the Local Rules, the Sale Order is not stayed after the entry thereof, but is effective and enforceable immediately upon entry, and the 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d) is expressly waived and won't apply. Time is of the essence in closing the Sale and the Trustee and the Purchaser intend to close the Sale Transaction as soon as practicable. The Sale Order constitutes a final order upon which the Trustee and the Purchaser are entitled to rely. A copy of the Agreement is available at https://tinyurl.com/mr7x83wt from PacerMonitor.com free of charge. About Americore Holdings Americore Holdings, LLC and its affiliates, including Americore Health LLC, own and operate the Ellwood City Medical Center in Pennsylvania, Southeastern Kentucky Medical Center (formerly Pineville Community Hospital), Izard County Medical Center in Arkansas; and St. Alexius Hospital in St. Louis. Americore Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case No.19-61608) on Dec. 31, 2019, listing as much as $50,000 in both assets and liabilities. Judge Gregory R. Schaaf oversees the case. Bingham Greenebaum Doll, LLP and Rose Grasch Camenisch Mains, PLLC serve as the Debtors' bankruptcy counsel and special counsel, respectively. Carol A. Fox was appointed as the Debtors' Chapter 11 trustee. The trustee is represented by Baker & Hostetler LLP. Suzanne Koeing was appointed as the Debtor's patient care ombudsman. The PCO is represented by Saul Ewing Arnstein & Lehr LLP. ARTESIAN FUTURE: Proposes Auction of Tangible Personal Property --------------------------------------------------------------- Artesian Future Technology, LLC, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the auction sale of tangible personal property along with its name, domain names, and customer list. A hearing on the Motion is set for July 7, 2022, at 2:00 p.m. Prior to February 2022, the Debtor manufactured high end custom computers for gaming and cryptocurrency mining and related parts. On March 8 to 9, 2022, the Debtor closed down its operations and laid off all employees. The Debtor maintains saleable inventory of computer parts and related items in both Oakland and North Carolina. The Debtor and its Chief Restructuring Officer, Edward Webb, have worked diligently to complete an inventory the tangible personal property the Debtor owns, secure that property and prepare it for sale in an auction along with the Debtor's name, domain names, and customer list (collectively, the "Assets"). In its Schedule B, identifying personal property, the Debtor listed the values of its Oakland and North Carolina inventory, at cost, as $393,261.68 and $274,735.00, respectively, and the equipment present at each location. The Debtor believes that the Assets have substantial equity in excess of liens against them. The Assets will be sold at auction, under the Bid Procedures approved by the Court, following advertisement of the auction by the Debtor. These inventory and equipment assets are to be auctioned as Lot 1 and Lot 2, respectively based upon geographic location. The purpose of the Motion is to confirm the results of the Auction and approve the sale of Assets to the highest bidder or bidders free and clear of all liens, claims, encumbrances and other interests. The sale of customer lists would be subject to approval by the Court at a subsequent hearing following appointment of a consumer privacy ombudsman under Bankruptcy Code section 332 as may be required. The Debtor has marketed the Assets by contacting vendors, and providing notice of the auction to all known creditors which includes former customers. It will also be transmitting notice of the sale to additional parties who are known to be potential competitors of the Debtor, computer part wholesalers, marketing influencers who have familiarity with the Debtor, among others. A complete list of the additional, non-creditor, parties who receive notice of the auction and the advertisements placed will be provided to the Court by supplemental declaration after the completion of the auction. Belinda Novik and Barry Katz hold a perfected lien against the Assets for their secured loan of $398,425 pursuant to an April 6, 2022 Secured Demand Promissory Note and a security agreement to evidence the debt. Their lien was perfected by UCC-1 financing statements both filed on April 6, 2022 with the Secretaries of State of North Carolina and California. Ms. Novik and Mr. Barry Katz consent to the proposed sale. Navitas Credit Corp. also appears to hold a lien against the Debtor. The Debtor discovered the lien of Navitas only because of bankruptcy counsel's routine pre-petition UCC search. Navitas had filed a UCC-1 Financing Statement with the North Carolina Secretary of State on Nov. 1, 2021. There are no exhibits to the Navitas UCC-1 financing statement or any other information in that public document to reasonably identify the collateral. The Debtor has been unable to locate any documentation such as a promissory note or security agreement within its books and records between the Debtor and Navitas and no proof of claim has been filed by Navitas as of the date of this Motion. The Navitas claim is also scheduled as disputed on Schedule D. For these reasons, the Debtor disputes the lien and any related claim by Navitas. In light of its need to move forward with a transaction and conclude thie case soon as possible given the negative cash flow, the Debtor respectfully submits that ample business justification exists for the consummation of the proposed sale after Auction. The Debtor requests that the Sale Order be made effective immediately and provide that the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are waived. As set forth throughout the Motion, any delay in the Debtor's ability to consummate the sale would be detrimental to the Debtor, its creditors and estate, and would impair its ability to maximize value of the Acquired Assets through an expeditious closing of the sale. About Artesian Future Technology Artesian Future Technology, LLC, doing business as Artesian Builds, is a customized personal computer maker in Oakland, Calif. Artesian Future Technology filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-40396) on April 22, 2022, listing total assets of $1.27 million and total liabilities of more than $3 million. Mark M. Sharf serves as Subchapter V trustee. Judge Charles Novack oversees the case. Michael W. Malter, Esq., at Binder & Malter, LLP and Edward Webb, a partner at BPM, LLP, serve as the Debtor's legal counsel and chief restructuring officer, respectively. ASTA HOLDINGS: Substantially All Assets Sale to Cartersville OK'd ----------------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Asta Holdings, LLC's sale of substantially all real and personal property assets to Cartersville Assisted Living, LLC. In exchange, Cartersville will: (i) provide a credit in the amount of $6.5 million against the debt evidenced by that certain Promissory Note Secured by Deed to Secured Debt dated Nov. 8, 2019, between Asta Holdings, LLC as borrower and IBorrow REIT, LP as lender and various other loan documents; as further set forth in Cartersville's Proof of Claim No. 3 filed in the bankruptcy case; and (ii) take the Subject Assets subject to the tax lien of Bartow County for accrued ad valorem property taxes owed to Bartow County, and will satisfy the Tax Lien as a protective advance under the Loan Documents. The Sale Hearing was held on June 14, 2022, at 11:30 a.m. Any arguments made by CSB Contracting, LLC or the U.S. Trustee in opposition to the Sale Motion at the Sale Hearing or any other hearing related to the Sale Motion are overruled. The Sale is "as is, where is" free and clear of any and all Interests, other than the Tax Lien. A certified copy of the Order may be filed with the appropriate clerk and/or recorded with the recorder to act to cancel the Interests of record. The consideration set forth in the Order is approved. In the event that the Sale of the Subject Assets closes, the Purchaser is authorized and directed to pay, upon closing of the Sale of the Subject Assets, $50,000 to Newmark Southeast Region, LLC, in lieu of any broker's commission which may be owed by Debtor, as a protective advance under the Loan Documents. In the event that the Sale of the Subject Assets closes, the Purchaser is further authorized and directed to pay up to $50,000 (i) in U.S. Trustee Fees, if any, owed by the Debtor upon presentation, and (ii) such other and further allowed administrative expenses for professional fees as may awarded by further order of the Court, as a protective advance under the Loan Documents. Pursuant to Bankruptcy Rules 7062, 9014, 6004(h) and 6006(d), the Order is effective immediately upon entry and the Debtor and the Purchaser or its assignee or its designee are authorized to close the Sale of the Subject Assets immediately upon entry of the Order. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014 or otherwise, the terms and conditions of the Order is immediately effective and enforceable upon its entry. The Order is final upon entry. About Asta Holdings Asta Holdings, LLC is a Cartersville, Ga.-based company that operates a continuing care retirement community and assisted living facility for the elderly. Asta Holdings filed a voluntary petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 21-41336) on Nov. 1, 2021, listing as much as $50 million in both assets and liabilities. Bhavik Patel, manager, signed the petition. Judge Barbara Ellis-Monro oversees the case. Schreeder, Wheeler & Flint, LLP serves as the Debtor's legal counsel. ATLANTIC BROOM: Wins Cash Collateral Access Thru July 8 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized Atlantic Broom Service, Inc. to use cash collateral on an interim basis through July 8, 2022, on the same terms and conditions as set forth in the order granting interim use of cash collateral dated June 16, except as modified by this order. The Court said Atlantic Broom may use the funds solely to pay (i) one week of non-insider payroll estimated at $9,360, (ii) $1,500 for fuel, (iii) $4,000 for rent as previously authorized, and (iv) and an additional $5,000 for rent. Atlantic Broom and ATL Municipal Sales, LLC will by July 6, 2022, file a status report setting forth the expenses paid with cash collateral by Atlantic Broom from June 14 to July 1; the cash balances held by each of Atlantic Broom and ATL as of July 1, and the total borrowings to SouthStar Financial owed by ATL as of July 1. A further video hearing on the matter is scheduled for July 7 at 2 p.m. A copy of the order is available at https://bit.ly/3OOOows from PacerMonitor.com. About Atlantic Broom Service Atlantic Broom Service, Inc. offers roadway maintenance products, including replacement street sweeper brooms, blades and supplies for snow plows or traffic and highway signage for towns, cities, contracting companies, property management firms and more. Atlantic Broom Service filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 22-10173) on Feb. 15, 2022, listing up to $500,000 in assets and up to $10 million in liabilities. Clement G. Kilcy, president, signed the petition. Judge Janet E. Bostwick oversees the case. Rubin and Rudman LLP serves as the Debtor's legal counsel. AUBURN SCHOOL: Wang Wants to Buy Cambridge Property for $4 Million ------------------------------------------------------------------ Auburn School LLC and School Place LLC ask the U.S. Bankruptcy Court for the District of Massachusetts to approve the proposed sale of the real estate located at and known as 166-168 Auburn Street, in Cambridge, Massachusetts, to Ken Wang, together with any nominee for $4 million, subject to higher and better offers. The Debtor owns Units A and B of 166 Auburn Street (parcel 106-24) and Units A and B of 168 Auburn Street (parcel 106-23) in Building 166-168 Auburn Street Condominium created pursuant to Chapter 183A of the Massachusetts General Laws by Master Deed dated June 7, 2021 and recorded with the Middlesex South Registry of Deeds in Book 77958, Page 1 ("Property"). The Property is subject to the valid and perfected mortgage liens held by: a. Mortgage held by U.S. Bank National Association Trustee encumbering 166 Auburn Street, Cambridge, Massachusetts recorded with Middlesex South County Registry of Deeds in Book 72047, Page 330 in the approximate amount of $1,703,433. b. Mortgage held by U.S. Bank National Association Trustee encumbering 168 Auburn Street, Cambridge, Massachusetts recorded with Middlesex South County Registry of Deeds in Book 72047, Page 346 in the approximate amount of $1,711,365. The real estate broker marketed the Property through Multiple Listing Service. The Buyer became interested in the Property and negotiated with the Debtor and real estate broker. As evidenced in the Purchase Agreement, the parties agreed upon a purchase price of $4 million. Pursuant to the Motion, the Debtor seeks Court approval to sell all of the right, title, and interest of the Debtor in and to the Property for the sum of $4 million, under the terms detailed in the Agreement. he Agreement is subject to mortgage contingency and contemplates a closing date of July 13, 2022. By the Motion, the Debtor requests an order, (i) scheduling a hearing to approve the Sale; (ii) approving the break-up fee to Way; and (iii) approving the form and manner of notice of the Motion and the Sale Hearing. It requests that a breakup fee of $45,000 to Wang be authorized pursuant to MLBR 6004-1(c)(2)(B), to be paid if Wang is not the successful bidder at the Sale Hearing. The Debtor further requests that, at the Sale Hearing, the Court enters an order (i) approving the sale to Wang pursuant to the Purchase Agreement, (ii) approving the Purchase Agreement or a similar asset purchase agreement applicable to the Purchaser, and (iii) authorizing the Debtor to sell the Property free and clear of all liens, claims, encumbrances, and interests as more fully set forth in the proposed form of Sale Order. It proposes to consider counteroffers/bids to purchase the Property, and to accept the highest and best offer, as determined at that time in light of all the facts. The Debtor retained the services of Symphony Properties as the real estate brokerage firm to market the Property. It has agreed to pay a total broker commission equal to 5% of the sale price of the Property on completion of a sale of the Property. The Debtor seeks authority to pay the broker's fee in the amount 5% of the Purchase Price. On May 26, 2022, the Debtor and Wang entered into the Purchase Agreement, subject to higher and better offers and approval of the Court. The material terms of the Purchase Agreement are: 1. Purchase Price: $4 million 2. Deposit: $200,000. 3. Assets: 166-168 Auburn Street, Cambridge, Massachusetts 4. Bankruptcy Court Approval: The sale is conditioned upon entry of an order by the Bankruptcy Court authorizing the sale free and clear of liens, claims, encumbrances, and interests in the form and substance reasonably satisfactory to the Debtor and Wang, including a determination that Wang is a good faith purchaser pursuant to section 363(m). 5. Mortgage Contingency: Should Wang not get approved for a mortgage in the amount of $3.2 million by July 4, 2022, Wang may terminate the Purchase Agreement. 6. Closing: The purchase is to close on July 13, 2022, unless otherwise agreed in writing by the parties to the Purchase Agreement. The Debtor intends to sell the Property free and clear of all liens, claims, encumbrances, and interests (the "Claims"), with such Claims, if any, shall, to the extent valid and perfected, attach to the proceeds of the sale. It has agreed that should a higher bid be approved for the sale, the Debtor must pay the Buyer the "Break-Up Fee" of $45,000 as reimbursement of the reasonable, out of pocket expenses of Wang incurred in connection with the transaction contemplated for the Sale. The Debtor requests normal and customary bid procedures. Any counteroffer to purchase the Property shall: 1. Provide for a purchase price of at least $4.1 million; 2. Include a cash deposit of $205,000; 3. Provide for such bid to be irrevocable until the closing of the sale; 4. Be accompanied by a signed purchase and sale agreement based on Purchase Agreement and a marked version showing any changes thereto, with changes will not be any less favorable to the Debtor than the terms of the Purchase Agreement; 5. Not be subject to, or conditioned on, the outcome of unperformed due diligence by the bidder. Any bidder may agree to serve as a back-up bidder, if such bidder's counteroffer is determined to be the second highest and best offer. Any bidders submitting credit bids, must submit a cash deposit of at least $205,000, from which the break-up fee to Wang will be paid, if triggered. To ensure adequate notice of the Sale, the Debtor seeks approval of a form of Notice of Sale. It will serve the Notice of Sale upon the Sale Notice parties. The Sale of the Property constitutes a sale of substantially all of the Debtor's assets. The Debtor has never had any employees. The Property is the Debtor's principal asset, and its liquidation is the only way that it can reduce and/or cure their debt obligation(s). As the Debtor has no business operations beyond the holding of the Property, the Debtor submits that this liquidation of its property provides the maximum possible value to the estate and, therefore, to creditors. A copy of the Agreement is available at https://tinyurl.com/ydvby8hj from PacerMonitor.com free of charge. About Auburn School and School Place Auburn School, LLC and School Place, LLC filed voluntary petitions for Chapter 11 protection (Bankr. D. Mass. Case Nos. 21-11620 and 21-11621) on Nov. 7, 2021, listing up to $1 million to $10 million in both assets and liabilities. Lou G. Makrigiannis, manager, signed the petitions. Judge Frank J. Bailey oversees the cases. Michael Van Dam, Esq., at Van Dam Law LLP serves as the Debtors' legal counsel. BALLY'S CORP: S&P Alters Outlook to Negative, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'B' issuer credit rating on U.S. gaming operator Bally's Corp. The negative outlook reflects S&P's forecast for 2022 and 2023 adjusted leverage to be weak relative to its 7x adjusted leverage downgrade threshold and for the company to generate negative discretionary cash flows through at least the next 24 months because of heightened development activity and shareholder returns. S&P said, "Heightened development spending and Bally's use of a portion of proceeds from the sale and leaseback to fund share repurchases increases our measure of forecast leverage to about our 7x downgrade threshold. Bally's is selling the real estate assets of its Twin River Casino and Tiverton Casino in Rhode Island for $1 billion and using the proceeds to fund its $190 million tender offer for its shares, and fund its capex and growth initiatives. The city of Chicago recently selected Bally's to construct and operate a casino resort in downtown Chicago. Bally's estimates the project will cost about $1.7 billion. The company is targeting opening a temporary facility in summer 2023 and a permanent facility by late 2025 or early 2026. Given the size of the project, we expect Bally's will generate negative discretionary cash flows while it constructs the permanent facility. Although proceeds from the Rhode Island real estate sale provide liquidity to fund a portion of the Chicago development spending, we also expect the company to incur incremental project-related debt. Although Bally's Chicago will be an unrestricted subsidiary, we consolidate the capital spending, associated debt, and cash flow from the temporary casino in our credit measures for Bally's. As a result, we expect lease-adjusted leverage, including expected future project debt and the associated lease obligation related to the Rhode Island real estate sale, to be about 7x over the next two years, which is weak relative to our 7x downgrade threshold. This compares with our previous expectation that Bally's would reduce leverage to under 6.5x in 2022. "We estimate the lease obligation associated with the Rhode Island sale and leaseback transaction will be $650 million-$750 million. The lease will have an initial annual rent of approximately $76 million, which is subject to annual rent escalations and an initial term of 15-years with four 5-year renewal options. S&P Global Ratings' adjusted debt includes our estimate of the lease obligations the company will incur in this transaction, which are $650 million and $750 million. Bally's lease obligations account for about one-third of our adjusted debt measure." In the event Bally's does not receive lender consent to sell its Lincoln real estate, Bally's will instead sell the real estate assets related to its Tiverton and Biloxi properties for a lower purchase price of $635 million and lower initial annual rent of $48.5 million. S&P said, "In this scenario, we estimate that the lease obligation would be between $400 million to $500 million. The smaller amount of proceeds received from the sale and leaseback of these properties would lead to a slightly more leveraging impact to our forecast in 2022 given the amount of the share repurchases, sizeable development spend associated with the construction of the Chicago casino, and estimated size of the lease obligation. As a result, we would expect leverage to be in the low-7x area." Additional acquisitions, sale leaseback transactions, or further increases in development spending heighten risks over the near term. Over the past two years, Bally's has aggressively expanded both its land-based and online-gaming footprint through multiple casino operation acquisitions and the transformative acquisition of Gamesys. S&P said, "Given the sizable development spending for the Chicago casino resort, we believe management will primarily focus on the development projects at hand, integrating the operations of recently completed and pending acquisitions and rolling out a consistent property-wide brand strategy. However, we believe the company will remain opportunistic in expanding its portfolio of gaming assets through additional acquisitions or development opportunities, if they arise, particularly in new markets (both digital and physical locations) and continuing to build out its igaming business. Although acquisitions have improved Bally's scale and geographical diversity and provided the company with access to online gaming technology (and markets) that it can leverage across its regional gaming footprint to take advantage of a growing online wagering and sports betting market, additional acquisitions or developments could add leverage relative to our current base case forecast." It could also expose the company to execution risks, given its need to manage a sizable urban development project at a time when leverage is around our downgrade threshold and the risk of a recession that could reduce consumer discretionary spending on gaming is increasing. Bally's Chicago casino could enhance its competitive position, scale, and cash flow diversity over the longer term, but it faces development and execution risks over the next few years. The company plans to finance the $1.7 billion development project with a mix of incremental debt, equity, and cash flow from the temporary casino it expects to open in 2023. S&P said, "Although management has not secured financing for the development, we assume it could raise up to $1 billion in project financing. We expect the remaining project costs will be funded by the net proceeds from the Rhode Island real estate sale after share repurchases and cash flow from the temporary casino. We expect that Bally's will incur significant development spending over at least the next three years to construct the facility, including up-front payments, acquisition of land and gaming equipment, and construction costs for both the temporary and permanent facility. In our 2023 forecast, we assume the temporary facility opens in the middle of the year and begins generating cash flow. We preliminarily assume the temporary facility could generate about $50 million in incremental EBITDA after it ramps up. We also include an estimate of the capex to construct the permanent facility beginning in 2023. Bally's ability to open and operate a temporary facility at Medinah Temple (about one mile away from the location of the permanent facility) while constructing the permanent facility will allow it to generate cash flow that can support the development of the permanent casino while gradually introducing its offerings and amenities to the market, beginning to develop its customer database, and leveraging the regional Bally's brand and rewards program before opening its downtown Chicago casino, which can aid in driving visitation." Although the new casino could enhance the company's diversity and scale, Bally's faces development risks during the construction period. Such risks include the complexities of securing the necessary permits and building in an urban area and inflationary pressures that could increase the costs for labor or materials relative to the current budget. In addition, the risks related to successfully ramping up the operations and cash flow generation of a greenfield project are high. Bally's ability to attract customers to a new property is a risk, particularly in a highly competitive market with established operators, notwithstanding the recognition of the Bally's brand. Competitors within the marketplace already have large databases of customers to market to and can allocate significant resources toward marketing and promotions to protect their customer bases. S&P said, "Moreover, the economy may weaken during construction, which could cause visitation, revenue, and cash flow at the company's facility to be lower than we currently expect because the demand for gaming relies on consumer discretionary spending and is highly sensitive to economic conditions." Although the Chicagoland market has high gaming supply, with 11 existing casinos and projects under construction within a 50-mile radius, Bally's Chicago's closest competitor will be Rivers Casino Des Plaines (within 20 miles; operated by Midwest Gaming), which primarily draws its customers from Chicago's north side and northern suburbs. Rivers has consistently maintained strong market share and a high win per unit per day (WPUPD), despite significant competition in the market. S&P believes this high WPUPD demonstrates that Rivers does not have enough gaming positions to meet demand and the greater Chicago market has room to increase gaming capacity and increase revenue. Bally's will need to leverage its location advantage with access to the downtown Chicago market and, by extension, tourist visitation, to significantly increase the market's gaming revenue if it is to meet its target of generating more than $800 million of stabilized gaming revenue annually at the permanent facility. S&P said, "The negative outlook reflects our forecast for 2022 and 2023 adjusted leverage to be weak relative to our 7x adjusted leverage downgrade threshold and for the company to generate negative discretionary cash flows through at least the next 24 months because of significant development activity and shareholder returns. This weak leverage to our downgrade threshold is occurring in a period of heightened risks because of an uncertain macroeconomic environment and rising recession risk that could lead to decreased consumer spending and the possibility Bally's may enter into additional sale and leasebacks or leveraging acquisitions. "We could lower our ratings on Bally's if we expected it to sustain lease-adjusted leverage above 7x. This could occur if Bally's undertook further material leveraging transactions or development opportunities or if it adopted a more aggressive financial policy than we are incorporating with regard to capital spending or shareholder returns. We could also lower the rating if the company's operating performance underperformed our base case due to a combination of integration missteps, adverse regulatory changes, or a weaker macroeconomic environment leading to a significant reduction in consumer discretionary spend. "We believe an upgrade is unlikely over the next 12 months given elevated leverage and negative discretionary cash flow from the development spending associated with the Chicago development. That said, we could revise the outlook to stable once we believed that our measure of total adjusted debt to EBITDA would stay under 7x, incorporating development spending, economic weakness, and any further leveraging acquisitions. While unlikely, given our forecast for adjusted leverage through at least 2023 and the development spending for Chicago, we could raise the rating once we believed Bally's would sustain lease-adjusted leverage below 6x." ESG credit indicators: E-2, G-3, S-2 BASIC ENERGY: August 9 Plan & Disclosure Hearing Set ---------------------------------------------------- Basic Energy Services, Inc., and its Affiliated Debtors filed with the U.S. Bankruptcy Court for the Southern District of Texas a motion for entry of an order approving the adequacy of the Disclosure Statement. On June 28, 2022, Judge David R. Jones conditionally approved the Disclosure Statement and ordered that: * August 3, 2022 at 4:00 p.m., is the voting deadline. * August 3, 2022 at 5:00 p.m., is the deadline to file and serve objections to the Plan and Disclosure Statement. * August 9, 2022 at 4:00 p.m., is the combined hearing on final approval of the Disclosure Statement and Plan Confirmation. * August 3, 2022 at 5:00 p.m. is the deadline for any counterparty to object to the assumption or proposed cure amounts set forth in the Assumption Notice. Counsel for the Debtors: JACKSON WALKER LLP Bruce J. Ruzinsky Matthew D. Cavenaugh Veronica A. Polnick Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: bruzinsky@jw.com E-mail: mcavenaugh@jw.com E-mail: vpolnick@jw.com About Basic Energy Services Basic Energy Services, Inc. -- http://www.basices.com/ -- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. Its operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, Basic Energy Services has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17, 2021. As of March 31, 2021, Basic Energy disclosed total assets of $331 million and debt of $549 million. Judge David R. Jones oversees the cases. The Debtors tapped Jackson Walker LLP as bankruptcy counsel, Gray Reed & McGraw LLP as special counsel, Alixpartners LLP as restructuring advisor, Lazard Freres & Company as investment banker, and Province, LLC as financial advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green, LLP and Brown Rudnick, LLP serve as the committee's legal counsels. Riveron RTS, LLC, is the committee's financial advisor. BASIC ENERGY: Unsecureds Will Get 0.4% to 3.8% in Liquidating Plan ------------------------------------------------------------------ Basic Energy Services, Inc., and its Affiliated Debtors filed with the U.S. Bankruptcy Court for the Southern District of Texas a Combined Disclosure Statement and Joint Plan of Liquidation dated June 28, 2022. The Plan is a liquidating plan. Pursuant to prior orders of the Bankruptcy Court, the Debtors sold substantially all of their assets. The Plan provides for the distribution of certain proceeds from such sales, as well as the distribution of other cash, and the creation of a liquidating trust that will administer and liquidate all remaining property of the Debtors, including Causes of Action (which includes the D&O Actions, the Avoidance Actions, and the Other Litigation Matters), not sold, transferred or otherwise waived or released before the Effective Date of the Plan. The Plan further provides for the substantive consolidation of all of the Debtors, the termination of all Equity Interests in the Debtors, the dissolution and wind-up of the affairs of the Debtors, and the transfer of any remaining Assets to the liquidating trust referred to as the "Liquidation Trust." The Plan also provides for distributions to certain Holders of Administrative Expense Claims and Priority Claims and to other Holders of Claims and the funding of the Liquidation Trust. The Company's liquidity constraints and the fact that the Company was free cash flow negative led the Debtors to negotiate with the Ad Hoc Group on the terms of a term loan bridge facility (the "Prepetition Superpriority Credit Facility"), to allow the Company to make payroll, continue to operate and ensure a smooth transition to chapter 11. As a result of these discussions, the Debtors commenced a sale and marketing process to avoid a fire sale liquidation of the Debtors' businesses and assets, and protect the jobs of the Debtors' approximately 2,400 employees. As a result of the sale process and competitive auction, the aggregate purchase price generated for the Debtors' assets was approximately $100 million plus other valuable consideration as provided in the Asset Purchase Agreements (as that term is defined in the Pre GSO Sale Orders), including the purchase of certain accounts receivable of approximately $21.5 million, assumption of certain prepetition and postpetition accounts payable of approximately $8 million, commitments to employ employees, and the assumption of certain operating liabilities. On September 23, 2021, the Court authorized the Debtors' entry into the Asset Purchase Agreements and consummation of the Pre GSO Sale Transactions. The Pre GSO Sale Transactions closed on October 1, 2021. The Debtors repaid the DIP Facility in full with the proceeds from the Pre GSO Sale Transactions on October 4, 2021. This is the Company's second Chapter 11 filing in the last five years. In October 2016, Basic commenced voluntary Chapter 11 cases in Delaware bankruptcy court in cases styled In re Basic Energy Services, Inc., et al. Case No. 16-12320 (KJC) (the "2016 Chapter 11 Cases"). In December 2016, the Delaware bankruptcy court confirmed the Company's prepacked plan of reorganization and the Company emerged from the 2016 Chapter 11 Cases with total secured indebtedness of approximately $164 million and approximately $131 million in unsecured indebtedness. Although the Company's efforts to implement its business plan following its emergence from the 2016 Chapter 11 Cases were generally successful, the Company ultimately faced liquidity and operational challenges that were more persistent and widespread than anticipated. Class 8 consists of all General Unsecured Claims. On the applicable Distribution Date, unless otherwise agreed by a Holder of an Allowed General Unsecured Claim and the Debtors, the Ad Hoc Group and the Committee (prior to the Effective Date) or the Liquidation Trustee (on or after the Effective Date), each Holder of an Allowed General Unsecured Claim will receive, in full and final satisfaction, compromise, settlement, and release, and in exchange for, such General Unsecured Claim, its pro-rata share of any proceeds of the Liquidation Trust Assets on the applicable Distribution Date. Claims in Class 8 are Impaired. The allowed unsecured claims total $157.99 million. This Class will receive a distribution of 0.4%-3.8% of their allowed claims. Class 9 consists of all Interests in the Debtors. On the Effective Date, all Interests in the Debtors shall be canceled. No Distribution shall be made on account of Interests in the Debtors. Interests in Class 9 are Impaired. Each Holder of a Class 9 Interest is conclusively presumed to have rejected this Plan and, therefore, are not entitled to vote on this Plan. The Debtors will be subject to one or more Dissolution Transactions on or after the Effective Date, at the discretion of the Liquidation Trustee and in accordance with the Liquidation Trust Agreement and the constituent documents of the Debtors. The Debtors shall continue to exist after the transfer of the property of its Estate to the Liquidation Trust until dissolved by the Liquidation Trustee pursuant to a Dissolution Transaction. Except as otherwise provided in this Plan or the Confirmation Order, on the Effective Date, the Debtors shall transfer the Liquidation Trust Assets to the Liquidation Trust, and all such assets shall vest in the Liquidation Trust on such date, to be administered by the Liquidation Trustee in accordance with this Plan and the Liquidation Trust Agreement. Counsel for the Debtors: JACKSON WALKER LLP Bruce J. Ruzinsky Matthew D. Cavenaugh Veronica A. Polnick Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: bruzinsky@jw.com E-mail: mcavenaugh@jw.com E-mail: vpolnick@jw.com About Basic Energy Services Basic Energy Services, Inc. -- http://www.basices.com/ -- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. Its operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, Basic Energy Services has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17, 2021. As of March 31, 2021, Basic Energy disclosed total assets of $331 million and debt of $549 million. Judge David R. Jones oversees the cases. The Debtors tapped Jackson Walker LLP as bankruptcy counsel, Gray Reed & McGraw LLP as special counsel, Alixpartners LLP as restructuring advisor, Lazard Freres & Company as investment banker, and Province, LLC as financial advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green, LLP and Brown Rudnick, LLP serve as the committee's legal counsels. Riveron RTS, LLC is the committee's financial advisor. BDF ACQUISITION: S&P Downgrades ICR to 'B-', Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'B-' from 'B' on U.S.-based specialty furniture retailer BDF Acquisition Corp. (BDF; doing business as Bob's Discount Furniture). S&P is also lowering its issue-level rating on the company's term loan B to 'B-' from 'B'. The '3' recovery rating is unchanged. The negative outlook reflects the possibility that S&P will lower its ratings on the company if it believes its capital structure will become unsustainable or its liquidity weakens. This could occur if it is unable to address its near-term debt maturities. BDF faces heightened refinancing risk because of weaker capital markets. The company's $244 million senior secured term loan matures in August 2023 and its $150 million asset based lending facility (ABL) has a springing maturity of 180 days prior to the term loans maturity. As of now, the ABL will mature in February 2023. S&P believes there is heightened risk in addressing the upcoming maturities because of the challenging macroeconomic backdrop and rising interest rates. There are no borrowings on the company's ABL and the company is working with lenders to extend the maturity on the ABL to 30 days before the term loan matures. The company is also in talks with lenders to potentially extend the maturity on the term loan. S&P expects BDF's liquidity to be constrained in the next 12-24 months if the company does not address its capital structure. BDF ended the first quarter (ended April 2, 2022) with about $70 million of cash on the balance sheet. The company also has a sizable customer deposit balance of more than $100 million on the balance sheet as it works through its backlog. A significant portion of cash generation is due to the backlog of customer orders because product demand is higher than BDF's supply chain can currently satisfy. As customers receive orders, S&P expects cash balances to decline. However, S&P believes a portion of cash generated is the result of fixed costs, lower expenses, and fewer discounts. Still, this could result in a liquidity crunch if the company does not cut costs or arrange access to additional liquidity sources. S&P expects that if liquidity were to become constrained, BDF will cut costs and pull back on capital expenditures (capex) to maintenance levels to reduce cash burn and preserve liquidity. However, BDF has a rapid store growth plan and plans to open 15–20 new stores per year over the next five years. BDF has already committed capital for planned store openings in 2022 and 2 stores for 2023. This may affect the company's ability to limit capex spending. It is also uncertain if the company would be able to successfully execute its growth plan in a weaker macroeconomic environment. Supply chain and inflation pressures could affect performance over the next 12 months. First quarter results demonstrated weaker performance year over year with revenues down about 18%, driven by a negative decline in same-store sales of 21.7%. The first quarter of 2021 was a record quarter for the company, with a boost from pent up demand, government stimulus programs, and higher disposable income. However, S&P believes the current decline indicates that the industry tailwinds that BDF benefited from during the pandemic (such as consumers spending more on home improvement and accessories) may be tapering off. S&P said, "We also expect a higher inflationary environment could lead to a decrease in demand. Though BDF will be able to somewhat mitigate inflation pressures by passing on some price increases to customers, we believe demand could moderate given a softer consumer spending environment and overall lower discretionary purchases. Additionally, competition in the furniture retailing industry remains intense and we believe value will be increasingly important to consumers. We believe BDF is well positioned as a value player in the industry, which should provide some cushion in a weaker environment. However, we do note that the value-based customer that BDF caters to, will also be the most price sensitive, and price increases could impact customer traffic." Supply chain constraints from government-mandated shutdowns during the COVID-19 pandemic also challenged its performance, particularly in Vietnam where it produces about 60% of its products. This had a significant impact on product supply and levels of goods flow, leading to lower delivered sales in Q4 of 2021 and into the first half of Q1 2022. Though these issues have largely been resolved according to the company, and production capacity has returned to normal levels, S&P believes there are still risks associated with supply chain constraints as well as significant supplier concentration in Vietnam. The negative outlook reflects the possibility that S&P will lower its ratings on the company if it believes its capital structure will become unsustainable or its liquidity weakens. This could occur if it is unable to address its near-term debt maturities. S&P would consider a negative rating action on BDF if the company does not refinance or extend its term loan in a timely manner. S&P could revise its outlook to stable: -- The company addresses the upcoming maturities of its ABL and term loan; and -- S&P believes performance will be in line with its expectations. ESG credit indicators: E-2, S-2, G-3 BELLE MEADE: Case Summary & Three Unsecured Creditors ----------------------------------------------------- Debtor: Belle Meade Studios, LLC 1800 SW 13th Street Miami, FL 33145 Business Description: The Debtor is the fee simple owner of a 17- unit apartment building valued at $3.2 million and a separate rental property located in Miami, Florida valued at $1.7 million. In addition, the Debtor has equitable interest in a commercial rental property located in Miami, Florida valued at $2.2 million. Chapter 11 Petition Date: July 1, 2022 Court: United States Bankruptcy Court Southern District of Florida Case No.: 22-15158 Judge: Hon. Robert A. Mark Debtor's Counsel: Scott Alan Orth, Esq. LAW OFFICES OF SCOTT ALAN ORTH, P.A. 3860 Sheridan Street, Suite A Hollywood, FL 33021 Tel: 305-757-3300 Email: scott@orthlawoffice.com Total Assets: $7,149,700 Total Liabilities: $4,108,530 The petition was signed by Rachel Dugger as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V4WZMTI/Belle_Meade_Studios_LLC__flsbke-22-15158__0001.0.pdf?mcid=tGE4TAMA BENJAMIN EYE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Benjamin Eye Care, LLC 47 6th Avenue Suite H La Grange, IL 60525 Business Description: Benjamin Eye Care is an opthalmologist in La Grange, Illinois. Chapter 11 Petition Date: June 30, 2022 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 22-07349 Judge: Hon. David D. Cleary Debtor's Counsel: Gregory K. Stern, Esq. GREGORY K. STERN, P.C. 53 West Jackson Boulevard Suite 1442 Chicago, IL 60604 Tel: (312) 427-1558 Fax: (312) 427-1289 Email: greg@gregstern.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Benjamin as manager. 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/IWZLNTA/Benjamin_Eye_Care_LLC__ilnbke-22-07349__0001.0.pdf?mcid=tGE4TAMA BETTER 4 YOU BREAKFAST: Has Deal on Cash Collateral Access ---------------------------------------------------------- Better 4 You Breakfast, Inc. and Valley National Bank, successor by merger to Bank Leumi USA, advised the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agreed that the Debtor is authorized to continue using cash collateral on an interim basis through July 9, 2022, solely and exclusively conditioned upon the additional adequate protection and terms of the proposed order. The Debtor has advised Valley National Bank that the Debtor has an immediate and continuing need to use Cash Collateral through the closing of the sale to continue its operations and to administer and preserve the value of the estate. Valley National Bank remains entitled to the adequate protection set forth in the Interim Orders, including, but not limited to, the Replacement Liens, pursuant to sections 361 and 363 of the Bankruptcy Code, and super-priority claims, pursuant to section 507(b) of the Bankruptcy Code, to the extent of any diminution in value of Valley's interests in the Pre-Petition Collateral. A copy of the stipulation and the Debtor's budget for the period from June 13 to July 10, 2022 is available at https://bit.ly/3I6rX3U from PacerMonitor.com. The budget provides for total operating disbursements, on a weekly basis, as follows: $1,112,000 for the week ending June 19, 2022; $1,126,000 for the week ending June 26, 2022; $1,008,000 for the week ending July 3, 2022; and $903,000 for the week ending July 10, 2022. About Better 4 You Breakfast Better 4 You Breakfast, Inc. is a school meal vendor based in Los Angeles, Calif. Better 4 You Breakfast sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10994) on Feb. 24, 2022, listing as much as $50 million in both assets and liabilities. Fernando Castillo, president, signed the petition. Judge Sheri Bluebond oversees the case. Daniel A. Tilem, Esq., at the Law Offices of David A. Tilem and James Wong, a principal at Armory Consulting Co., serve as the Debtor's legal counsel and chief restructuring officer, respectively. The U.S. Trustee for Region 16 appointed an official committee of unsecured creditors on April 18, 2022. The committee is represented by Brinkman Law Group, PC. BIOMARIN PHARMACEUTICAL: Egan-Jones Retains BB- Sr. Unsec. Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on June 21, 2022, retained '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: Seeks to Reclassify Several Secured Claims to Unsecureds ------------------------------------------------------------------- BK Autumn 701 LLC submitted a First Amended Disclosure Statement in connection with its First Amended Plan dated June 28, 2022. On June 28, 2022, the Debtor filed motions pursuant to 11 U.S.C. §§ 506, 502; and E.D.N.Y. L.B.R. 3007-1 to reclassify the secured claims of the New York City Water Board, the New York City Environmental Control Board, and the New York City Department of Buildings. These motions are currently returnable before this Court for July 28, 2022 at 10:30 AM. Class 2 consists of the Secured Claim of the New York City Water Board ("Water Board") by virtue of its lien on the Subject Property for unpaid water bills in the amount of $8,970.60. On June 28, 2022, the Debtor filed a motion pursuant to 11 U.S.C. §§ 506, 502; and E.D.N.Y. L.B.R. 3007-1, to reclassify this claim from secured to unsecured. In the event this motion is granted Class 2 shall be deemed unsecured. The Debtor will pay the NYC Water Board a lump sum of $4,036 (or approximately 45%) on account of its unsecured claim. This amount shall be paid at the time of the closing of the loan with Exit Financier which shall take place within sixty days of the Effective Date in full satisfaction of its Claim The treatment and consideration to be received by holders of Class 2 Claims shall be in full settlement, satisfaction, release and discharge of their respective Claims. Class 2 is impaired and thus, the Creditors in Class 2 are entitled to vote to accept or reject the Plan. Class 3 consists of the secured claim of the New York City Environmental Control Board ("NYC ECB") in the approximate amount of $6,250 by virtue of ECB violations issued and acting as a lien against the Subject Property. Although NYC ECB has not yet filed a proof of claim, the Debtor has scheduled NYC ECB as holding a secured claim in the amount of $6,250. On June 28, 2022, the Debtor filed a motion pursuant to 11 U.S.C. §§ 506, 502; and E.D.N.Y L.B.R. 3007-1, to reclassify this claim from secured to unsecured. In the event this motion is granted Class 3 shall be deemed unsecured. The Debtor will pay the NYC ECB a lump sum of $2,812.5 (or approximately 45%) on account of its unsecured claim This amount shall be paid at the time of the closing of the loan with Exit Financier which shall take place within sixty days of the Effective Date in full satisfaction of all claims held by NYC ECB against the Subject Property. Class 3 is impaired. Class 4 consists of the secured claim of the New York City Department of Buildings ("NYC DOB") in the approximate amount of $1,500 by virtue of building code violations issued against the Subject Property. Although NYC DOB has not yet filed a proof of claim the Debtor has scheduled NYC DOB as holding a secured claim of $1,500. On June 28, 2022, the Debtor filed a motion pursuant to 11 U.S.C. §§ 506, 502; and E.D.N.Y. L.B.R. 3007-1, to reclassify this claim from secured to unsecured. In the event this motion is granted Class 4 shall be deemed unsecured. The Debtor will then pay the NYC DOB a lump sum of $675.00 (or approximately 45%) on account of its unsecured claim. This amount shall be paid at the time of the closing of the loan with Exit Financier which shall take place within sixty days of the Effective Date in full satisfaction of all claims against the Subject Property. Class 4 is impaired and thus, the Creditors in Class 4 are entitled to vote to accept or reject the Plan. The funds necessary for the implementation of the Plan shall be utilized from the exit financing of Manhattan Bridge. Upon the closing of the refinancing, the lien of Mr. Cooper will be deemed fully satisfied and discharged. Within thirty days of the Effective Date, Mr. Cooper shall file and record with the New York City Automated Registry Information System ("ACRIS") a satisfaction of the mortgage dated June 8, 2006 and originally recorded in ACRIS on June 21, 2006 under CRFN: 2006000351387. Upon the closing, Manhattan Bridge, will take a new first priority lien on the Subject Property. A full-text copy of the First Amended Disclosure Statement dated June 28, 2022, is available at https://bit.ly/3ugNkdd from PacerMonitor.com at no charge. 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 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. BLACK NEWS CHANNEL: Byron Allen's $11M Now the Lead Bid ------------------------------------------------------- Media mogul Byron Allen's Entertainment Studios Networks Inc. will pay $11 million bid to buy Black News Channel LLC's television assets, absent higher and better offers in a bankruptcy auction. The stalking horse bid, revealed in Black News Channel's (BNC) court filing June 24, 2022, comes after the company's deal to sell the assets to Ebony Studios LLC fell through. Ebony Studios is a media company associated with Ebony magazine and former NBA player owner Ulysses Lee "Junior" Bridgeman. U.S. Bankruptcy Judge Karen Specie on July 1, 2022, approved the designation of ESN as stalking horse bidder. The judge also agreed to postpone the deadline for initial bids to July 8 (from July 1) and the auction to July 12 (from July 7). The sale hearing will be on July 19. About Black News Channel Black News Channel, LLC is a news network and the only provider of 24/7 multiplatform programming dedicated to covering the unique perspectives, challenges and successes of Black and Brown communities. Black News Channel sought Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 22-40087) on March 28, 2022. In the petition signed by Maureen Brown, vice president of finance, Black News Channel listed estimated assets between $10 million and $50 million and estimated liabilities between $10 million and $50 million. Judge Karen K. Specie oversees the case. Richard R. Thames, Esq., at Thames Markey, P.A., is the Debtor's legal counsel. On April 12, 2022, the U.S. Trustee for Region 21 appointed an official committee of unsecured creditors. The committee tapped Norton Rose Fulbright US, LLP and the law firm of Michael H. Moody Law, PA as its legal counsel. BPCRE 2022-FL2: DBRS Gives Prov. B(low) Rating on Class G Notes --------------------------------------------------------------- DBRS, Inc. assigned provisional ratings to the following classes of notes to be issued by BPCRE 2022-FL2, Ltd. (BPCRE 2022-FL2): -- Class A at AAA (sf) -- Class A-S at AAA (sf) -- Class B at AA (low) (sf) -- Class C at A (low) (sf) -- Class D at BBB (sf) -- Class E at BBB (low) (sf) -- Class F at BB (low) (sf) -- Class G at B (low) (sf) All trends are Stable. The initial collateral consists of 28 floating-rate mortgage loans and participation interests in mortgage loans secured by 41 mostly transitional properties with a cut-off balance totaling $609.4 million, excluding $107.2 million of remaining future funding commitments. The holder of the future funding companion participations will be Bryant Park Commercial Real Estate Partners I, LLC (the Seller), a wholly owned subsidiary of Varadero Master Fund L.P. and Varadero Special Opportunities Master Fund L.P. The holder of each future funding participation has full responsibility to fund the future funding companion participations. The collateral pool for the transaction is managed with a 18-month reinvestment period. During this period, the Collateral Manager will be permitted to acquire reinvestment collateral interests, which may include Funded Companion Participations, subject to the satisfaction of the Eligibility Criteria and the Acquisition Criteria. The Acquisition Criteria require that, among other things, the Note Protection Tests are satisfied and no EOD is continuing. The Eligibility Criteria have a minimum and maximum debt service coverage ratio (DSCR) and loan-to-value ratio (LTV), require a 14.0 Herfindahl score, and set property type limitations, among other items. The Eligibility Criteria stipulate a rating agency confirmation (RAC) on reinvestment loans and pari passu participation acquisitions above $500,000 if a portion of the underlying loan is already included in the pool, thereby allowing DBRS Morningstar the ability to review the new collateral interest and any potential impact on the overall ratings. The loans are mostly secured by cash flowing assets, many of which are in a period of transition with plans to stabilize and improve the asset value. The transaction will have a sequential-pay structure. For the floating-rate loans, DBRS Morningstar used the one-month Libor index, which is based on the lower of a DBRS Morningstar stressed rate that corresponded to the remaining fully extended term of the loans or the strike price of the interest rate cap with the respective contractual loan spread added to determine a stressed interest rate over the loan term. When the debt service payments were measured against the DBRS Morningstar As-Is Net Cash Flow (NCF), 24 loans, comprising 85.9% of the initial pool balance, had a DBRS Morningstar As-Is DSCR of 1.00 times (x) or below, a threshold indicative of default risk. However, the DBRS Morningstar Stabilized DSCR of only seven loans, comprising 22.1% of the initial pool balance, was 1.00x or below, which is indicative of elevated refinance risk. The properties are often transitioning with potential upside in cash flow; however, DBRS Morningstar does not give full credit to the stabilization if there are no holdbacks or if other structural features in place are insufficient to support such treatment. Furthermore, even with the structure provided, DBRS Morningstar generally does not assume the assets will stabilize above market levels. The majority of the pool (83.7%) comprises primarily multifamily properties. These property types have historically shown lower defaults and losses. Multifamily properties benefit from staggered lease rollover and generally low expense ratios compared with other property types. While revenue is quick to decline in a downturn because of the short-term nature of the leases, it is also quick to respond when the market improves. Additionally, the Eligibility Criteria only permit loans secured by multifamily properties to be brought in during the reinvestment period. Twenty-four loans, representing 84.3% of the mortgage asset cut-off date balance, are for acquisition financing, where the borrowers contributed material cash equity in conjunction with the mortgage loan. Cash equity infusions from a sponsor typically result in the lender and borrower having a greater alignment of interests, especially compared with a refinancing scenario where the sponsor may be withdrawing equity from the transaction. The remaining four loans, or 15.7% of the mortgage asset cut-off balance, are refinance loans. DBRS Morningstar analyzed the loans to a stabilized cash flow that is, in some instances, above the in-place cash flow. It is possible that the Sponsor will not successfully execute its business plans and that the higher stabilized cash flow will not materialize during the loan term, especially with the ongoing Coronavirus Disease (COVID-19) pandemic and its impact on the overall economy. The Sponsor's failure to execute the business plans could result in a term default or the inability to refinance the fully funded loan balance. DBRS Morningstar sampled a large portion of the loans, representing 72.9% of the pool cut-off date balance. Additionally, DBRS Morningstar conducted site inspections for eight of the 28 loans in the pool, representing 42.6% of the initial pool balance. DBRS Morningstar made relatively conservative stabilization assumptions and, in each instance, considered the business plans to be rational and the loan structure to be sufficient to execute such plans. In addition, DBRS Morningstar analyzes loss given default (LGD) based on the as-is credit metrics, assuming the loan is fully funded with no NCF or value upside. DBRS Morningstar sampled 16 loans, representing 72.9% of the initial cut-off balance. Of the sampled loans, there were 12 loans, representing 68.3% of the sampled loans, deemed to be secured by properties with either Average – of Below Average DBRS Morningstar property quality. DBRS Morningstar took a conservative approach to property quality for the nonsampled loans and modeled them with Average – property quality. Loans modeled with Average – and Below Average have an increased expected loss profile compared with loans with average or favorable property quality. The loans in this pool were generally structured with renovation and capital expenditure reserves, which will likely improve the collateral property quality upon completion of the business plan. Notes: All figures are in U.S. dollars unless otherwise noted. BRINK'S CO: Egan-Jones Retains B+ Unsecured Ratings --------------------------------------------------- Egan-Jones Ratings Company on June 16, 2022, retained 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Brink's Company. Headquartered in Richmond, Virginia, Brink's Company provides security services globally. BUCKINGHAM TOWER: Case Summary & Five Unsecured Creditors --------------------------------------------------------- Debtor: Buckingham Tower Condominium, Inc. f/k/a Buckingham Owners, Inc. 615 Warburton Avenue, Apt. 2C Yonkers, NY 10701 Chapter 11 Petition Date: June 30, 2022 Court: United States Bankruptcy Court Southern District of New York Case No.: 22-22403 Judge: Hon. Sean H. Lane Debtor's Counsel: Anne Penachio, Esq. PENACHIO MALARA, LLP 245 Main Street, Suite 450 White Plains, NY 10601 Tel: 914-946-2889 Email: frank@pmlawllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jose Guerrero as president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/562HHYI/Buckingham_Tower_Condominium_Inc__nysbke-22-22403__0001.0.pdf?mcid=tGE4TAMA BURTS CONSTRUCTION: Taps Cooper & Scully as Legal Counsel --------------------------------------------------------- Burts Construction, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Cooper & Scully, P.C. as its legal counsel. The firm's services include: a. preparing and filing the Debtor's bankruptcy schedules and statement of financial affairs; b. negotiating with creditors and handling routine motions that will be filed in the Debtor's Chapter 11 case; c. filing objections to claims, if necessary; d. performing legal work necessary to sell property of the estate; e. filing and prosecuting adversary proceedings necessary to determine the extent, validity and priority of liens; f. filing and prosecuting avoidance actions if necessary; g. filing and prosecuting adversary proceedings, motions and contested pleadings as necessary; h. preparing and filing a Chapter 11 plan and disclosure statement; i. conducting discovery that is required for the completion of the case or any matter associated with the case; j. performing all legal matters that are necessary for the completion of the case; and k. performing miscellaneous legal duties to complete the bankruptcy case. The firm will be paid at these rates: Julie M. Koenig $450 per hour Paralegal $125 per hour The Debtor paid the firm $1,738 for the filing fee plus $15,000 as a retainer. Julie Koenig, Esq., a shareholder of Cooper & Scully, disclosed in a court filing that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Julie M. Koenig, Esq. Cooper & Scully, P.C. 815 Walker St., Suite 1040 Houston, TX 77002 Tel: (713) 236-6800 Fax: (713) 236-6880 Email: julie.koenig@cooperscully.com About Burts Construction Burts Construction, Inc -- https://www.burtsconstruction.com/ -- is a family-owned and operated commercial site work company located in Tomball, Texas. Some of its services include land clearing, demolition, site preparation, soil stabilization, underground utilities, and paving. Burts Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-31700) on June 20, 2022, listing up to $500,000 in assets and up to $10 million in liabilities. Katherine Burts, president of Burts Construction, signed the petition. Julie M. Koenig, Esq., at Cooper & Scully, P.C. is the Debtor's legal counsel. CANADA UTILITIES: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on June 21, 2022, retained the 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Canadian Utilities Limited. Headquartered in Calgary, Canada, Canadian Utilities Limited conducts operations in electrical utility services, independent power production, and retail gas and electricity marketing. CAREPATH HEALTHCARE: Seeks Approval to Hire Real Estate Broker -------------------------------------------------------------- Carepath Healthcare System, LLP seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Stacy Villanueva, a real estate broker at Keller Williams Lake Cities, to market for sale its real properties. The broker will get a commission of 6 percent of the gross purchase price. Ms. Villanueva disclosed in a court filing that her firm neither holds nor represents any interest adverse to the Debtor and its estate. The firm can be reached through: Stacy Villanueva Keller Williams Lake Cities 2611 Cross Timbers Rd Flower Mount Tx. 75028 Email: stacy.villanueva@kw.com Mobile: (972) 814-8280 Office: (972) 240-4416 Email: stacy.villanueva@kw.com About Carepath Healthcare System Carepath Healthcare System, LLP owns two real properties located in Frankston and Arlington, Texas, having a total current value of $1.9 million. Carepath Healthcare System filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-41333) on June 10, 2022. In the petition signed by Daniel Ezeukwu, managing member, the Debtor listed $2,028,113 in total assets and $2,700,673 in total liabilities. Judge Edward L. Morris oversees the case. Eric A. Liepins, PC serves as the Debtor's legal counsel. CASABELLA CONTRACTING: Seeks Approval to Hire Maltz Auctions ------------------------------------------------------------ Casabella Contracting of N.Y., Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Maltz Auctions as its auctioneer. The Debtor needs the firm's assistance to consummate the sale of its construction equipment and vehicles. Maltz's fees for handling the disposition of the assets are as follows: a. Ten percent buyer's premium paid by the purchaser. No commission will be charged to the Debtor. However, in the event a current secured creditor places a credit bid on an asset and is the successful bidder, by bidding an amount up to its secured claim, said creditor shall only have to pay a reduced buyer's premium of 5 percent. b. Labor and marketing expenses shall be borne by the Debtor and paid to Maltz via the net sale proceeds. c. Towing and storage (at Maltz's facility in Central Islip, N.Y.), if the need should arise, will be made available to the Debtor and will be an additional cost to be borne by the Debtor. Discounted storage rates of $15 per passenger vehicle per day, and $30 per truck, trailer or piece of equipment per day. As disclosed in court filings, Maltz is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard B. Maltz Maltz Auctions 39 Windsor Place Central Islip, NY 11722 Tel: 516-349-7022 Fax: 516-349-0105 About Casabella Contracting of N.Y. Casabella Contracting of N.Y., Inc., a company in Buchanan, N.Y., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22205) on April 25, 2022, disclosing $1,598,615 in total assets and $4,042,751 in total liabilities. Yann Geron of Geron Legal Advisors, LLC serves as Subchapter V trustee. Judge Sean H. Lane oversees the case. The Debtor tapped the Law Office of James J. Rufo as bankruptcy counsel and the Law Office of Charles A. Higgs as special counsel. CELSIUS NETWORK: Clashes With Lawyers Over Chapter 11 ----------------------------------------------------- Shalini Nagarajan of Blockworks reports that embattled crypto lender Celsius Network is hoping that a show of support from its users will save it from bankruptcy. Celsius, dogged by a liquidity crisis for weeks, has been resisting guidance from its own lawyers to file for Chapter 11 bankruptcy, The Block reported on Monday, June 27, 2022, citing people familiar with the matter. Under a Chapter 11 bankruptcy, a court helps a business restructure its debt and obligations while it continues to operate -- it is also among the most expensive of bankruptcy proceedings. In a bid to win an internal argument with its lawyers, Celsius now wants to prove that most users would prefer the company dodge bankruptcy altogether. Users can reportedly demonstrate their support by activating "HODL Mode" in their Celsius accounts -- a security feature for customers who don't wish to withdraw or transfer funds for an extended period. Celsius has blocked withdrawals and transfers on the platform since June 12, but users can still display trust in the network by initiating the HODL feature, the report said. Despite withdrawal restrictions, Celsius has continued to receive some client deposits. The company is said to be unable to publicly announce its stance on the matter due to legalities. CEO Alex Mashinsky, who is currently in the US, reportedly isn't able to comment on the firm's position either. Celsius' situation initially sparked fears the rout might affect other companies in the crypto industry in an already tough market environment. Rival BlockFi was struck by liquidity concerns shortly after Celsius as insolvency rumors swirled around crypto hedge fund firm Three Arrows Capital. "We are experiencing the biggest crypto crash in history," Louis Schoeman, managing director at Forexsuggest, said. "With massive inflation data and the semi-collapse of the Celsius network driving the downward spiral, I think only the best fundamentally strong crypto projects will survive this bear market." To explore potential financing options, Celsius has reportedly hired banking giant Citigroup, law firm Akin Gump Strauss Hauer & Feld, and management consultants from Alvarez & Marsal. High yield, high risk Launched in 2017, Celsius became popular among retail investors for paying lucrative interest rates on crypto as high as 18.6%. The interest rate is earned by allegedly lending cryptocurrency to institutional investors and through decentralized finance protocols. Celsius would've had to take on severe risk to offer such high returns in a low interest rate environment. Data on its website, which calls on users to "Borrow like a Billionaire," shows the firm lent out more than $8 billion to clients and held nearly $12 billion in assets under management as of May 2022. "If Celsius is insolvent, it will be a harsh hit to the industry, particularly in terms of the trust of retail investors in the industry alongside a potential contagion across the industry," Mads Eberhardt, cryptocurrency analyst at Saxo Bank, said. Celsius' CEL token currently changes hands for around $0.74, having lost half of its value over the past week, according to data from Blockworks Research. CEL plunged to $0.24 just after it froze withdrawals — 97% below its record high of $8.05 posted one year earlier. The troubles at Celsius means the US could soon provide more clarity on regulation towards custodial providers and lenders, said Marcus Sotiriou, analyst at digital asset broker GlobalBlock, in hope of bringing more stability to the crypto space. Celsius didn't immediately return Blockworks' request for comment. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). According to Reuters, the market for digital assets has in recent months been roiled by extreme volatility as investors dump risky assets on fears that aggressive interest rate hikes to tame stubborn inflation could plunge the economy into recession. The company had about $25 billion in assets in October 2021. But in May 2022, Celsius' assets were down to $11.8 billion. In June, it froze withdrawals, swaps, and transfers earlier this June 2022 due to extreme market volatility. According to reports, Celsius Network LLC has hired restructuring consultants from advisory firm Alvarez & Marsal and Akin Gump Strauss Hauer & Feld LLP to advise on a possible bankruptcy filing. CENTURY ALUMINUM: Egan-Jones Hikes Senior Unsecured Ratings to CCC+ ------------------------------------------------------------------- Egan-Jones Ratings Company on June 17, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Century Aluminum Company to CCC+ from CCC. EJR also downgraded the rating on commercial paper issued by the Company to B from C. Headquartered in Chicago, Illinois, Century Aluminum Company produces primary aluminum, in both molten and ingot form, through facilities located in the United States. CHARLES DEWEESE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Charles Deweese Construction, Inc. 765 Industrial Bypass North Franklin, KY 42134 Business Description: Charles Deweese Construction is a full service construction firm specializing in mass excavation for large projects. Chapter 11 Petition Date: July 1, 2022 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 22-10355 Debtor's Counsel: Tyler R. Yeager, Esq. KAPLAN JOHNSON ABATE & BIRD LLP 710 West Main Street Fourth Floor Louisville, KY 40202 Tel: (502) 416-1630 Fax: (502) 540-8282 E-mail: tyeager@kaplanjohnsonlaw.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Charles Weldon Deweese as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FAMTC3I/Charles_Deweese_Construction_Inc__kywbke-22-10355__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Benchmark Companies Subcontractor $270,499 P.O. Box 331516 Murfreesboro, TN 37133 Donna S. Hudson Tel: 615-203-6655 Email: donna@benchmarkcos.com 2. Brandywine Supplier $683,865 2470 Fords Mill Rd Paris, KY 40361 Mary Link Tel: 859-987-3612 Email: mlink@brandywineexplosives.com 3. CAT Financial Credit Card $204,430 CAT Card Account PO Box 735638 Dallas, TX 75373-5638 Tel: 877-373-58510 4. Cincinnati Insurance Property $735,351 Companies Insurance PO Box 145620 Cincinnati, OH 45250-5620 Tina Henbest Tel: 270-529-1402 Email: thenbest@higusa.com 5. City of Murfreesboro Contract $220,058 111 West Vine Street Murfreesboro, TN 37130 Joe Ehleben Tel: 615-893-6441 Email: jehleben@murfreesborotn.gov 6. City of White House Contract $204,034 105 College Street White House, TN 37188 Jason L. Reynolds, CRS Engineering Tel: 615-672-4350 7. DeAngelis Diamond General $4,484,783 Construction, LLC contractor 6635 Willow Park Dr. Naples, FL 34109 Ashley Schultz Tel: 2239-207-7999 Email: ashley.shultz@deangelisdiamond.com 8. Fortline Inc Supplier $4,127,644 PO Box 744053 Atlanta, GA 30384-4053 Sherry Claytor Tel: 214-446-1261 Email: sherry.claytor@reece.com 9. Foster Supply, Inc. Subcontractor $199,391 912 Burgin Road Harrodsburg, KY 40330 Ron Foster Tel: 304-282-7614 Email: ronfoster@fostersupply.com 10. Gearhart Construction General $472,298 120 E. Market St., #1 Contractor Leesburg, VA 20176 Dave Gearhart Tel: 202-403-4989 Email: dgearhart@gearhar tconstruction.com 11. Hawkins Asphalt Paving Subcontractor $482,235 6013 Highway 64 E Wartace, TN 37183 Nolen Spencer Tel: 931-389-9671 Email: nspencer@hpmail.us 12. Kimbro Oil Company Supplier $1,017,489 PO Box 23089 Nashville, TN 37209-3089 Anital Mills Tel: 615-320-7484 Email: amills@kimbrooil.com 13. KL Nexus TN LLC Contractor $7,135,954 Attn: William Johnson Agreement 105 NE 1st St Delray Beach, FL 33444-3807 Joshua Gibbs Tel: 813-615-1244 Email: jgibbs@kolter.com 14. OldCastsle Infrastructure Supplier $462,669 PO Box 402721 Atlanta, GA 30384-2721 Deidra Provost Tel: 770-270-3935 Email: deidra.provost@oldcastle.com 15. Rapid Fueling Supplier $1,522,451 PO Box 283 Franklin, KY 42135 Lydia Johnson Latham Tel: 270-586-4462 Email: aljdist@comcast.net 16. S & W Contracting Subcontractor $302,584 Company Inc 952 New Salem Hwy. Murfreesboro, TN 37129 Mitch Arnold Tel: 615-893-2511 Email: marnold@sandwcontracting.com 17. Southern Nurseries Inc. Subcontractor $296,792 136 Center Point Rd South Hendersonville, TN 37075 Noah Hamilton Tel: 615-824-4444 Email: noah@holycowsoils.com 18. Trux Now Supplier $496,750 1601 Trapelo Rd, Suite 140 Waltham, MA 02451 Brian P. Steele Tel: 857-371-2422 Email: bsteele@truxnow.com 19. Twin K Construction, Inc. Subcontractor $264,153 13271 Scott Highway Helenwood, TN 37755 Jacob Brown Tel: 423-569-2049 ext. 111 Email: jbrown@twinkconstruction.com 20. Vulcan Materials Supplier $644,413 PO Box 75219 Charlotte, NC 28275-5219 Dave Muno Tel: 630-955-8505 Email: munod@vmcmail.com CINEMARK HOLDINGS: Egan-Jones Keeps CC Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company on June 22, 2022, retained 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Cinemark Holdings, Inc. EJR also retains 'C' rating on commercial paper issued by the Company. Headquartered in Plano, Texas, Cinemark Holdings, Inc. operates as a movie theater. CM WIND: Egan-Jones Keeps CCC+ Unsecured Ratings ------------------------------------------------ Egan-Jones Ratings Company on June 17, 2022, retained the 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by CM Wind Down Topco Inc. EJR also retains 'B' rating on commercial paper issued by the Company. Headquartered in Atlanta, Georgia, CM Wind Down Topco Inc. operates as a radio broadcasting company. COGENT COMMUNICATIONS: Egan-Jones Retains B- Sr. Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on June 21, 2022, retained the 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Cogent Communications Holdings, Inc. EJR also retains 'B' rating on commercial paper issued by the Company. Headquartered in Washington, D.C., Cogent Communications Holdings, Inc. operates as a next generation optical Internet service provider focused on delivering ultra-high speed Internet access and transport services. COMFORT HEALTH: Pro Se Case Faces Dismissal ------------------------------------------- Comfort Health LLC filed for chapter 11 protection in the Eastern District of California. The petition indicates that the Debtor is not represented by an attorney. According to a notice, unless the Debtor obtains legal representation, the Court or a party-in-interest may initiate dismissal of the case. The Debtor disclosed $1.95 million in assets against liabilities of $1.90 million in documents attached to the petition. About Comfort Health LLC Comfort Health LLC -- https://ConterthonthCa.com -- is a home health care service provider. Comfort Health LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-21584) on June 27, 2022. In the petition filed by Christian Dapaah, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. CONN'S INC: S&P Withdraws 'B' Issuer Credit Rating -------------------------------------------------- S&P Global Ratings withdrew its ratings on Conn's Inc. and its revolving credit facility at the company's request. S&P's issuer credit rating on the company was 'B' and the outlook was stable at the time of withdrawal. Conn's repaid its senior notes in 2021 and its capital structure now consists only of asset-backed notes (not rated by S&P Global Ratings) and an asset-based revolving credit facility (rated 'BB-'; recovery rating '1'). COPPER REALTY: Case Summary & 13 Unsecured Creditors ---------------------------------------------------- Debtor: Copper Realty, LLC 655 Burr Oak Drive Frisco, TX 75033 Business Description: Copper Realty is the fee simple owner of 15 real properties located in Dallas and Irving, Texas having an aggregate current value of $2.79 million. Chapter 11 Petition Date: July 1, 2022 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 22-40820 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road Suite 850 Dallas, TX 75251 Tel: 972-991-5591 Fax: 972-991-5788 Email: eric@ealpc.com Total Assets: $2,832,394 Total Liabilities: $2,686,750 The petition was signed by Manish Shrivastava as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FOBNDXA/Copper_Realty_LLC__txebke-22-40820__0001.0.pdf?mcid=tGE4TAMA CROSS RIDGE: Wins Interim Cash Collateral Access Thru July 28 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Cross Ridge Precision Inc. to use cash collateral on an interim basis in accordance with the budget and provide adequate protection to FirstBank through July 28, 2022. As adequate protection for the Debtor's use of cash collateral, FirstBank is granted a replacement lien which will attach to the same extent and with the same priority as it existed prior to the Petition Date, and to the extent of any diminution in value of the Collateral and cash collateral, in all of the Debtor's post-petition assets of the same kind and description as the Collateral. The Adequate Protection Lien will be supplemental to the security interest which First Bank possesses pursuant to its loan documents as described in and attached to the Motion, it being the intent of the parties to grant FirstBank a continuous and uninterrupted lien pursuant to 11 U.S.C. section 552 in the Pre-and Post-Petition Collateral. The Adequate Protection Lien will constitute valid and duly perfected security interest and lien and FirstBank will not be required to file or serve financing statements, notices of lien or similar instruments which otherwise may be required under federal or state law in any jurisdiction, or take any action, including taking possession, to validate and perfect such security interests and liens; and the failure by the Debtor to take any action or execute any documentation relating to the Adequate Protection Lien will in no way affect the validity, perfection, or priority of such replacement lien. The Adequate Protection Lien will continue in full force and effect until FirstBank receives payment in full of its allowed secured claims to the extent authorized by the Court pursuant to section 506(b) of the Bankruptcy Court, and as further may be allowed by such section any such interest, fees, costs, and expenses, including reasonable attorneys' fees, whether currently existing or hereafter accrued and incurred, as provided for by the applicable loan documents. The Debtor was required to pay FirstBank $15,000 on or before July 11, 2022, as additional adequate protection for the use of FirstBank's Collateral through the Cash Collateral Period. The payment will be applied to the allowed secured claim of FirstBank. The Debtor will maintain all necessary insurance for its business and assets. A further hearing on the matter is scheduled for July 28 at 10 a.m. A copy of the order and the Debtor's July 2022 budget is available at https://bit.ly/3a6GRup from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $30,889 for the week ending July 2; $26,676 for the week ending July 9; $35,535 for the week ending July 16; $18,921 for the week ending July 23; and $24,688 for the week ending July 30. About Cross Ridge Precision Inc. Cross Ridge Precision Inc. is a machinery parts manufacturer in Oak Ridge, Tennessee. Cross Ridge sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 22-30839) on June 1, 2022. In the petition signed by LJ Elliott, president, the Debtor disclosed $2,281,505 in assets and $3,391,704 in liabilities. Judge Suzanne H. Bauknight oversees the case. William E. Maddox, Jr., Esq., at William E. Maddox, Jr. LLC is the Debtor's counsel. CRYSTAL PACKAGING: Taps Castle Value Services as Appraiser ---------------------------------------------------------- Crystal Packaging, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Castle Value Services, LLC, an Englewood, Colo.-based appraisal firm. The Debtor requires the services of an appraiser to conduct a valuation of its personal property, which is necessary for plan treatment of creditors asserting liens against the property as well as for the Debtor's plan liquidation analysis. The firm will be paid up to $5,000 in fees. As disclosed in court filings, Castle Value Services is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ron Trapani Castle Value Services LLC P.O. Box 5025 Englewood, CO 80155-4116 About Crystal Packaging Crystal Packaging, Inc. is a specialty chemical and petroleum contract packager and private label manufacturer in the Rocky Mountain Region. Crystal Packaging filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-10990) on March 26, 2022, listing up to $10 million in both assets and liabilities. Mark David Dennis serves as Subchapter V trustee. Judge Elizabeth E. Brown oversees the case. Wadsworth Garber Warner Conrardy, PC, led by David V. Wadsworth, Esq., is the Debtor's bankruptcy counsel while Scott A. Hale, P.C. serves as its special counsel. D&F RESOURCES: Seeks Cash Collateral Access ------------------------------------------- D&F Resources, Ltd. asks the U.S. Bankruptcy Court for the Western District of Texas for authority to use cash collateral and provide adequate protection, in accordance with its agreement with Lone Star State Bank of West Texas. Lone Star asserts a security interest in a mortgage, Deed of Trust, including, but no limited to all oil and gas properties and equipment located thereon and proceeds derived therefrom in oil and gas properties owned by the Debtor. The Debtor requires the use of cash collateral to pay its employees, purchase materials, pay taxes, and pay for other general operating expenses of the business. The Debtor proposes to provide adequate protection to the creditor by granting to it a security interest in an appropriate amount of new accounts generated by Debtor during the Chapter 11 case. A copy of the motion is available at https://bit.ly/3I5LVM4 from PacerMonitor.com. About D&F Resources Ltd. D&F Resources Ltd. sought Chapter 11 bankruptcy protection (Bankr. W.D. Texas Case No. 22-50491) on May 6, 2022, listing as much as $10 million in both assets and liabilities. Dennis R. Cahill, general partner, signed the petition. The case is assigned to Judge Michael M Parker. James S. Wilkins, P.C. is the Debtor's bankruptcy counsel. DANA INC: Egan-Jones Keeps BB- Unsecured Ratings ------------------------------------------------ Egan-Jones Ratings Company on June 17, 2022, retained 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Dana Incorporated. Headquartered in Maumee, Ohio, Dana Incorporated engineers, manufactures, and distributes components and systems for worldwide automotive, heavy truck, off-highway, engine, and industrial markets. DANNY PATRICK MCMULLEN: Sets Bid Procedures for Boca Raton Property ------------------------------------------------------------------- Danny Patrick McMullen asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the bidding procedures relating to the auction sale of the real property located at 799 E Boca Road, in Boca Raton, Florida 33432. The Property is comprised of two adjacent lots and is legally described as: Lots 1 and 10, Block 7, of Boca Raton Rivera Unit B, according to the Plat thereof, as recorded in Plat Book 20, Page 50, of the Public Records of Palm Beach County, Florida. Lot 1 contains Debtor's homestead and is assigned the Property Control Number 06-43-47-20-09-007-0010. Lot 10 is vacant land and is assigned the Property Control Number 06-43-47-20-09-007-01000. By virtue of a Declaration of Unity of Title dated Oct. 13, 2004, and recorded at Book 17638, Page 1469 of the Official Public Records of Palm Beach County, Florida on Oct. 14, 2004, Lot 1 and Lot 10 were declared to be unified under one title as an indivisible building site. The Debtor intends to apply for a release of unity of title with Palm Beach County Zoning Division in order to legally partition the property which would allow for the sale of Lot 10. He anticipates that the Sale of Lot 10 will provide sufficient funds to pay Debtor’s secured mortgage claims and unsecured priority claims in full. He intends to sell Lot 10 pursuant to a contract substantially in the form attached as the Asset Purchase Agreement (the "APA"), to be entered into between the Debtor and the Successful Bidder. As to secured and priority claims, the Debtor has the following indebtedness: a. Select Portfolio Servicing, Inc. in the approximate amount of $1,022,420.21. b. Truist Bank in the approximate amount of $147,308. c. Palm Beach County Tax Collector in the amount of $13,697.86. d. Cynthia McMullen in the amount of approximately $200,000 [priority]. The Debtor proposes a sale of the Property through auction, subject to higher and better offers, and free and clear of all liens, claims and encumbrances, with any liens, claims, or encumbrances attaching to the proceeds of the Sale. In order to ensure the highest possible recovery for his estate, the Debtor proposes a competitive Auction of the Property, as contemplated in the Bidding Procedures. The Debtor respectfully requests approval of the sale process through which the Debtor may expose its Property to competitive bids, establish bidding procedures, and set various deadlines in order to accomplish the Sale. As set forth in the Motion, the Debtor seeks the following proposed deadlines in order to effectuate the proposed sale: a. Deadline to Submit Qualifying Bid Packet: Aug. 1, 2022 b. Deadline to Tender Deposit2: Aug. 1, 2022 c. Deadline to Approve Qualified Bidders: Aug. 3, 2022 d. Proposed Date for Auction and Hearing to Approve Sale: Aug. 5, 2022 e. Proposed Closing of Sale: By Sept. 6, 2022 Other salient terms of the Bid Procedures are: a. Deposit: $250,000 made payable to Wernick Law PLLC to be held in its non-interest-bearing trust account b. Break-up Fee: $25,000 c. The Assets will be transferred on an "as is and where is" basis. The sale will be free and clear of all liens, claims and encumbrances, and any valid liens will attach to the net sale proceeds. d. Bid Increments: $50,000 The Debtor expects that the Sale will generate sufficient proceeds to pay the secured claims in full; however, in the event that the Sale is for less than the total of secured claims, the Debtor requests that there be a carveout for administrative expenses, including professional fees, to be paid on a pari passu basis by the secured creditors. In addition, given the Debtor's and the Bidders' interest in proceeding expeditiously, the Debtor requests that the Court waives the 14-day stay of the effectiveness of the Sale Approval Order consistent with Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. A copy of the Agreement is available at https://tinyurl.com/52cfkhyd from PacerMonitor.com free of charge. Danny Patrick McMullen sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-13090) on April 21, 2022. The Debtor tapped Aaron Wernick, Esq., as counsel. DETROIT WORLD: Islamic Center Buying Redford Property for $4.1MM ---------------------------------------------------------------- Detroit World Outreach Church asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the sale of its real property, which primarily consists of four buildings located at 23800 West Chicago Road in Redford Township, Wayne County, Michigan, containing a total of 207,065 square feet of gross building area, to Islamic Center of Michigan, LLC, for $4.1 million, subject to overbid. The case was principally filed to address various defaults in the Debtor's secured financing which included a mortgage on the Debtor's real property. At the time of filing, the Debtor faced threats of foreclosure and/or the appointment of a receiver over the Subject Property. The Debtor confirmed a Chapter 11 Plan of Reorganization on Dec. 14, 2021. In relevant part, the Plan provided for restructured payments to the Debtor's principal creditor and the holder of the mortgage-security interest in all of the Debtor's real and personal property, Comerica Bank. On May 16, 2022, the Trustee received notice from the counsel for Comerica that the Debtor had missed its April, 2022 payment and failed to cure the default by the date imposed by the Plan, i.e., the Debtor had committed a Default under the Plan. Accordingly, and per Section 4.1.4 of the Confirmed Plan, since receiving the May 16, 2022 notice of the Debtor's default, the Trustee has been working with the Debtor and its broker to market and sell the Subject Property. On June 9, 2022, the Trustee received the Purchase Agreement for the purchase of the Subject Property. The Buyer proposes to purchase the Subject Property for the sum of $4.1 million. The Purchase Agreement acknowledges that the offer is subject to higher and better offers received on or before a public sale date. As a consequence of the public sale requirement, the offer further provides, and the Trustee seeks authority to: A. Impose an initial overbid requirement of $50,000, so that the next highest offer would have to be at least $4.15 million; and B. Pay a break-up fee not to exceed the sum of $25,000 to Islamic Center of Michigan, LLC for its actual, out-of-pocket expenses incurred in connection with the submission of the initial offer, in the event it is not the successful bidder and there is a closing on the sale of the Subject Property to another buyer. Upon information and belief, Comerica is presently owed the sum of $2,985,457.52. The sole lien or encumbrance entitled to priority over Comerica would be any outstanding real property taxes. Upon information and belief, the total unpaid real property taxed owed on the Subject Property are $35,000. The mortgage held by Comerica and the tax liens against the Subject Property will attach to the proceeds of the proposed sale. Both claims would be paid at the time of closing. The Subject Property is not necessary for any reorganization effort; the sale is subject to higher and better offers; and the sale will produce a benefit to the bankruptcy estate. By July 8, 2022, persons wishing to submit competing bids on the Subject Property, for at least $4.15 million must provide a deposit in the amount of at least $50,000 to Mark H. Shapiro, Esq., Trustee. If a deposit from a qualified bidder is timely received by the Trustee by July 8, 2022, then the Trustee will conduct a public sale on July 12, 2022. It is anticipated that the public sale will be conducted via Zoom or other form of videoconference, and may be recorded or transcribed by a court reporter. The Trustee, in consultation with the Debtor and the Debtor's broker, will select the bid at the conclusion of the public sale that the Trustee, in his sole discretion, believes to be the highest or best value for the assets. The selected bidder must complete and sign all agreements or other documents requested by the Trustee evidencing and containing the terms and conditions of the selected bid. If, for any reason, the selected bidder fails to consummate the sale of the assets, the offeror of the second highest or best bid reservations), will automatically be deemed to have submitted the highest and best bid, and the Trustee will be authorized to affect the sale of the assets to such offeror without further order from the Bankruptcy Court. If failure to consummate the purchase of the assets is the fault of the selected bidder, their deposit will be forfeited to the Trustee, and the Trustee may seek all available damages from the defaulting bidder. From the sale proceeds, the Trustee will pay the costs of sale, the claim of Comerica Bank and real property taxes at closing. The Subject Property will be sold as is, without representation or warranties, whether expressed or implied, including, but not limited to, any warranties of merchantability, habitability, or fitness for a particular purpose. The sale will include an assignment of any and all leases on the property. As indicated, since prior to the Debtor's default, the Debtor has actively marketed the Subject Property through its retained broker, Religious Real Estate/William Skubik. Pursuant to the terms of an "Exclusive Right to Sell/Lease Agreement" executed by and between Religious Real Estate and the Debtor, Religious Real Estate was to receive a commission on any sale of the Subject Property in the amount of: 3.5 %) of the sale price if Religious Real Estate is the only real estate broker (for each sale, if property is sold in pieces); or 5% of the sale price if the buyer is represented by a separate real estate agent. As part of the relief sought in the Motion, the Trustee seeks authority to compensate Mr. Skubik/Religious Real Estate pursuant to the terms of the Exclusive Right to Sell/Lease Agreement executed by and between the Debtor and Religious Real Estate and to pay such compensation directly from the proceeds of sale, at closing on the sale. The 14-day stay provided for in Bankruptcy Rule 6004(h) will not be in effect with respect to the sale, and the proposed sale order will be effective and enforceable immediately upon entry. A copy of the Agreement is available at https://tinyurl.com/ycy3t8zr from PacerMonitor.com free of charge. About Detroit World Outreach Church Detroit World Outreach Church, a Redford, Mich.-based religious organization that operates a Christian church, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-40850) on Jan. 31, 2021, listing as much as $10 million in both assets and liabilities. Bishop CJ Andre, president of Detroit World Outreach Church, signed the petition. Judge Mark A. Randon oversees the case. Maxwell Dunn, PLC, is the Debtor's bankruptcy counsel while Great Lakes Legal Group, PLLC and Clark Hill, PLC serve as special counsel. DUSAN PITTNER: Trustee Selling Boca Raton Property for $1.6-Mil. ---------------------------------------------------------------- David B. Madoff, the Trustee for the estate of Dusan Pittner, asks the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, to approve his private sale of all of the right, title and interest of the Debtor and the Debtor's bankruptcy estate in and to the property located at 365 Northeast 3rd Street, in Boca Raton, Florida, to Elias Brothers Homes, Inc., or its nominee for $1.6 million, subject to overbid. The Debtor owns the Property, which consists of a single-family home that is currently occupied by residential tenants. On his Schedule A/B the Debtor listed the Property as having an approximate fair market value of $551,512.00. The Trustee asserts that the Debtor's valuation is significantly lower than the actual fair market value of the Property, which the Trustee asserts is in excess of $1.5 million. The Property is subject to a first mortgage held by DLJ Mortgage Capital, Inc. having a Petition Date balance of approximately $480,070.59. According to the Debtor's Amended Schedule D, the Property is also subject a second mortgage held by Zdenek Hosna having a Petition Date balance of approximately $20,000. The Property is currently occupied by Laura and Jeffrey Hart pursuant to a one-year term residential lease agreement dated Dec. 1, 2021. The total rent due under the Lease is $53,400.00, payable in 12 consecutive monthly installments of $4,450 each. According to the Proofs of Claim filed in the case, Lincoln and Jennefer Power assert a judicial lien against the Property in the amount of $13,626.30. On April 26, 2022, the Trustee filed an application to employ Jason A. Welt and Trustee Realty Inc. as his broker to market and sell the Property. The Application to Employ Broker is currently pending before the Court. Based on the Broker's assessment of the Property's value, the Trustee listed the Property for $1,679,999. Pending approval of the Bankruptcy Court, the Trustee has accepted the Buyer's offer to purchase the Property for the amount of $1.6 million broken down as follows: (i) $160,000 having been paid as a deposit upon the execution of the Purchase and Sale Agreement; and (ii) the balance of $1.44 million to be paid at the time of delivery of the deed. Significantly, there is no financing contingency, and the Buyer is taking possession of the Property subject to the occupancy of the Tenants under the Lease. The sale to the Buyer will be on the terms and conditions contained in the Purchase and Sale Agreement. The sale of the Property is to be made free and clear of all liens and other monetary interests in the Property. Accordingly, the Trustee requests that the Court orders that any remaining liens in the Property attach to or affect the proceeds of the sale. The Trustee proposes that from the proceeds of the sale of the Property, the Trustee be authorized to pay: (i) all ordinary and usual closing costs customarily paid by a seller of real property in Florida, including registry fees, deed stamps, title fees and insurance; (ii) the real estate broker's commission to the Broker in accordance with the terms of the Application To Employ Broker; and (iii) valid and perfected liens on the Property. The Trustee requests that any Order authorizing a sale of the Property to the Buyer will be effective when entered by the Court, notwithstanding the provisions of Fed. R. Bankr. P. 6004(h). The Trustee requests that any qualifying counteroffer for the Property must equal or exceed $1.68 million, which is 5% over the Sale Price, must be accompanied by a deposit in the amount of $168,000, and must otherwise be made on the same or better terms and conditions as set forth in the Agreement with the Buyer. A copy of the Agreement is available at https://tinyurl.com/4kne77n2 from PacerMonitor.com free of charge. Dusan Pittner filed a Chapter 11 petition (Bankr. D. Mass. Case No. 21-11009) on July 8, 2021, and is represented by David Baker, Esq. ENDO INTERNATIONAL: S&P Downgrades ICR to 'CC', On Watch Negative ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Endo International PLC to 'CC' from 'CCC'. S&P said, "At the same time, we lowered our ratings on the company's senior secured debt to 'CC' from 'CCC' and our ratings on its second-lien and unsecured notes to 'C' from 'CC'. Our '3' recovery rating on the senior secured debt and '6' recovery rating on the second-lien and unsecured debt are unaffected." On June 30, 2022, Endo announced that it had elected to not make an interest payment on its 6.00% unsecured notes due 2028. The company has entered a 30-day grace period to make the $38 million payment before an event of default occurs under the indenture. S&P placed all the ratings on CreditWatch with negative implications, reflecting the high likelihood of a payment default, debt restructuring, or bankruptcy filing over the next 30 days. The downgrade reflects Endo's entrance into a 30-day grace period for interest non-payment, making a near-term bankruptcy filing or distressed exchange almost an inevitability. Endo failed to make a scheduled interest payment on its 6.00% senior notes due 2028. The company is currently examining strategic alternatives with its lenders given its high debt burden and ongoing uncertainty around opioid litigation. S&P believes that the non-payment is an acceleration of these negotiations between lenders. While Endo does have sufficient liquidity to make the missed payment (with $1.4 billion of cash on the balance sheet as of March 31, 2022), it sees significant risk that Endo elects not to make this payment within the stated grace period given the company's heavy debt burden and exposure to uncertain (but likely significant) liabilities around opioids. S&P said, "The negative CreditWatch placement reflects the high likelihood of a default over the next 90 days. If it becomes clear that Endo will fail to make the overdue interest payment during the 30-day grace period, we would lower our issuer credit rating to 'SD' and our issue-level rating on the unsecured notes to 'D'. We could also lower our ratings if Endo engaged in debt restructuring or bankruptcy proceedings before the end of the grace period." ENDO INTERNATIONAL: Skips Interest Payment Amid Bankruptcy Talks ----------------------------------------------------------------- Dietrich Knauth of Reuters reports that drugmaker Endo International (ENDP.O) said on Thursday it has missed a $38 million interest payment, amid discussions with a group of unsecured bondholders that have urged the company to avoid filing for bankruptcy. Endo, which has been weighed down by litigation over the opioid epidemic in the United States, has discussed the possibility of filing for bankruptcy protection in several recent public filings. Other pharmaceutical companies that have filed for Chapter 11 to address opioid claims include Purdue Pharma, the maker of OxyContin, and Mallinckrodt PLC (MCDG.MU), a generic opioid manufacturer that recently emerged from bankruptcy. Dublin, Ireland-based Endo said in a Thursday filing with the U.S. Securities and Exchange Commission that the missed loan payment will not immediately impact daily operations because the company has $1.4 billion in liquidity. The missed payment triggers a 30 day window before an official default on its loan. Endo did not immediately respond to a request for comment. A group of unsecured bondholders has recently formed to lobby the company to stay out of bankruptcy. The group said on Monday it has proposed alternate restructuring options, including a cash tender offer or a debt-for-debt exchange, that would reduce Endo's interest expenses without the disruption of a Chapter 11 filing. Endo has reported $660 million of total funded debt maturities through the end of March 2027. State and local governments have filed more than 3,000 lawsuits against drugmakers, distributors and pharmacies alleging they helped fuel the deadly U.S. opioid epidemic. Opioids were involved in more than 80,000 overdose deaths in 2021, according to statistics produced by the White House office of drug control policy. Endo has settled opioid lawsuits brought by several states in recent months, agreeing to pay $65 million to Florida, $26 million to West Virginia, and $25 million to Alabama. About Endo International plc Endo International plc (NASDAQ: ENDP) -- http://www.endo.com/-- is a holding company that conducts business through its operating subsidiaries. The Company's focus is on pharmaceutical products and it targets areas where it believes it can build leading positions. Endo International reported a net loss of $613.24 million for the year ended Dec. 31, 2021. As of March 31, 2022, the Company had $8.45 billion in total assets, $1.38 billion in total current liabilities, $15.96 million in deferred income taxes, $8.04 billion in long-term debt (less current portion), $5 million in long-term legal settlement accrual (less current portion), $31.69 million in operating lease liabilities (less current portion), $288.43 million in other liabilities, and a total shareholders' deficit of $1.31 billion. * * * As reported by the TCR on Sept. 6, 2021, S&P Global Ratings lowered its long-term issuer credit rating on Endo International PLC to 'CCC+' from 'B-' and removed the rating from CreditWatch, where S&P placed it with negative implications on Aug. 25, 2021. The outlook is negative. S&P said the negative outlook reflects the potential for an event of default within the next 12 months stemming from opioid-related litigation or the possibility of a distressed exchange. ENJOY TECHNOLOGY: Obtains $55MM DIP Loan from Asurion ----------------------------------------------------- Enjoy Technology, Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and provide adequate protection. The Debtors seek to obtain senior secured, superpriority postpetition financing on a superpriority basis consisting of a senior secured superpriority asset based credit facility and all amounts extended under the DIP Facility, consisting of $55 million in the aggregate principal amount of loans and commitments, by and among the Borrower, the Guarantors, and Asurion, LLC, as DIP lender. The Debtors commenced the Chapter 11 Cases due to a rapidly declining cash position that has rendered them unable to pay operating expenses, including payroll. The Debtors are seeking immediate approval of a debtor-in-possession financing facility to be provided from Asurion, LLC to fund the Debtors' operating expenses and the consummation of a sale of substantially all of their U.S. assets. The Debtors intend to expeditiously file a motion to approve bidding procedures and designate Asurion as the stalking-horse bidder for the sale of substantially all of their U.S. assets. Pending the approval of the sale, the Debtors will continue to operate in the ordinary course of business and provide uninterrupted, top-quality service. On June 29, 2022, the Debtors, as borrowers, and Asurion, as lender, entered into a Senior Secured Credit, Guaranty and Security Agreement. This bridge loan provides for commitments of $2.5 million, with a maturity date of July 8, 2022. The proceeds of the Senior Secured Credit Agreement were used to fund the Debtors' imminent cash needs prior to the filing of the chapter 11 cases. The DIP Documents will provide for a roll-up of the Bridge Loan in the aggregate amount of approximately $2.5 million. The obligations under the Senior Secured Credit Agreement are secured by a first priority lien on substantially all the assets of the Company (including, without limitation, intellectual property). As of the Petition Date, approximately $2.5 million remains outstanding under the Senior Secured Credit Agreement. The Debtors previously had approximately $10 million of funded indebtedness related to a Former Secured Promissory Note, which was secured by a first priority lien on substantially all the assets of Enjoy Technology, Inc. (including, without limitation, intellectual property). However, on June 29, 2022, Ron Johnson, as holder of the Former Secured Promissory Note, entered into a Termination and Release Agreement whereby the Holder agreed to terminate the security agreement under the Former Secured Promissory Note and release all security interests granted to the Holder by the Company. On the same day, the Company and the Holder entered into an unsecured Amended and Restated Promissory Note that matures on December 29, 2022, and otherwise contains terms consistent with the Former Secured Promissory Note. As of the Petition Date, the Debtors' obligations under an Unsecured Promissory Note totaled not less than $10 million, plus accrued interest and expenses. The Debtors also have approximately $2.5 million in stand-by letters of credit and, as of the Petition Date, the Debtors have approximately $11 million in outstanding unsecured trade obligations. The Debtors have an urgent and immediate need to obtain postpetition financing. The Debtors do not have sufficient funds on hand or generated from their business to fund operations. The DIP Obligations, accrued or otherwise, will be due and payable in full on the earliest to occur of (i) September 30, 2022 (ii) if the Final DIP Order has not been entered, 21 calendar days after the Petition Date, (iii) the acceleration of the DIP Loans and the termination of the DIP Commitments upon the occurrence of an event referred to in the DIP Term Sheet under "Termination," (iv) the effective date of any plan of reorganization, (v) the date the Bankruptcy Court converts any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (vi) the date the Bankruptcy Court dismisses any of the Chapter 11 Cases, (vii) the consummation of the sale of all or substantially all of the Borrowers' and its subsidiaries assets and (viii) the date an order is entered in any Bankruptcy Case appointing a Chapter 11 trustee or examiner with enlarged powers (any such date, the “DIP Termination Date”). Principal of, and accrued interest on, the DIP Loans and all other amounts owing to the DIP Lender under the DIP Facility shall be payable on the DIP Termination Date. Subject only to the Carve Out and the terms of the Interim Order, the Prepetition Secured Lender will receive Adequate Protection Liens and Adequate Protection Claims as adequate protection of their interests in the Prepetition Collateral, for the aggregate postpetition diminution in value of such interests, resulting from the imposition of the Priming Liens on the Prepetition Collateral, the Carve Out, the sale, lease or use of the Prepetition Collateral (including cash collateral), and/or any other reason for which adequate protection may be granted under the Bankruptcy Code. The Prepetition Secured Lender will only be entitled to an Adequate Protection Claim or Adequate Protection Lien in the event of a timely and successful Challenge to (i) that portion of the Prepetition Obligations underlying the DIP Roll-Up Loans or (ii) the Prepetition Liens securing that portion of the Prepetition Obligations. The Carve Out means an amount equal to the sum of (A) : (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United States Trustee under 28 U.S.C. section 1930(a) plus interest pursuant to 31 U.S.C. section 3717; (ii) all reasonable fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code in an aggregate amount not to exceed $50,000; and (iii) to the extent allowed by the Bankruptcy Court at any time and all accrued unpaid fees, disbursements, costs and expenses incurred by the Committee at any time before or on the first business day following delivery by the DIP Lender of a Carve Out Trigger Notice, whether allowed by the Bankruptcy Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Estate Professionals in an aggregate amount not to exceed $500,000 incurred after the first business day following delivery by the DIP Lender of a Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, final order, or otherwise; provided, however, nothing therein will be construed to impair the ability of any party to object to any fees, expenses, reimbursement or compensation sought by any such professionals or any other person or entity. A copy of the motion is available at https://bit.ly/3ny9KTu from PacerMonitor.com. About Enjoy Technology, Inc. Enjoy Technology, Inc. provide a commerce-at-home experience for consumers through their network of mobile retail stores. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10580) on June 30, 2022. In the petition signed by Tiffany N. Meriweather, chief legal officer and corporate secretary, the Debtor disclosed $111,661,000 in total assets and $69,956,000 in liabilities. The Debtor tapped Richards, Layton, and Finger P.A. as counsel, AP Services, LLC as restructuring advisor, Centerview Partners LLC as investment banker, and Stretto, Inc. as claims, noticing agent and administrative advisor. EXPRESS GRAIN: Court Clarifies Approval of $25M Sale of All Assets ------------------------------------------------------------------ Judge Selene D. Maddox of the U.S. Bankruptcy Court for the Northern District of Mississippi issued an order clarifying previous order authorizing Express Grain Terminals, LLC's bidding procedures in connection with the sale of substantially all asset to UMB Bank, N.A., for $25 million, free and clear of all Encumbrances and Liens, other than Permitted Exceptions. The 99-Year Leases (i) are not executory, (ii) fall outside the purview of 11 U.S.C. Section 365, and (iii) no further action is required under 11 U.S.C. Section 365 with respect to the 99-Year Leases and any rights thereunder. All right, title, and interests of the Debtor in the Greenwood Property, including, without limitation, all rights under the 99-Year Leases will be conveyed upon the closing of the sale contemplated by the UMB Credit Bid and Sale Order. Dennis Gerard, the CRO, has full authority to sign and execute on behalf of the Debtors all instruments and documents that may be reasonably necessary or desirable to implement the closing of sale of the Purchased Assets including, without limitation, any required deeds, affidavits, releases, terminations, or estoppels. The Assignees as the "Buyer" are entitled to the benefit of all findings of fact and conclusions of law, which remain in effect and unchanged by the Order, and to the same protections granted to UMB under the Sale Order including, without limitation, those protections and findings found in paragraphs f, g, i, j, k, l, m, n, o, p, q, r, t, y, z, and aa of the Sale Order. The Assignees are expressly found to be good faith purchasers of the Purchased Assets, having conducted themselves at arms'-length and without collusion or improper conduct of any kind, and are entitled to the protections provided under Section 363(m) of the Bankruptcy Code. Except as may otherwise be expressly agreed as between the Assignees and UMB or required pursuant to the APA, no obligation of UMB set forth in the Sale Order will be the obligation of the Assignee. Neither the avoidance or invalidity of some or all of UMB's liens in the Purchased Assets, nor any liability of UMB to the Debtor's estate or any of the Debtor's creditors, will affect the Buyer's title to the Purchased Assets, and the Buyer will not be liable to the Debtor, the Debtor's estate, or any third party as a consequence of such avoidance or invalidity of any UMB security interest or liability. The Notice of Assignment set forth in the Motion satisfies the notice requirement under the Sale Order with respect to assignments to the Assignees of UMB's purchase rights. About Express Grain Terminals Greenwood, Mississippi-based Express Grain Terminals, LLC, produces soy products such as oil and biodiesel. Express Grains Terminals and its affiliates, Express Biodiesel, LLC and Express Processing, LLC, sought Chapter 11 protection (Bankr. N.D. Miss. Lead Case No. 21-11832) on Sept. 29, 2021. At the time of the filing, Express Grains Terminals listed up to $50 million in assets and up to $100 million in liabilities. Judge Selene D. Maddox oversees the cases. The Law Offices of Craig M. Geno, PLLC, is the Debtors' legal counsel. UMB Bank, N.A., the Debtors' lender, is represented by Spencer Fane LLP. EXWORKS CAPITAL: Unsecureds to Get Litigation, World Trade Proceeds ------------------------------------------------------------------- Exworks Capital, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware a Small Business Plan of Reorganization dated June 28, 2022. The two most significant assets around which Debtor intends to reorganize in this case are (a) the continued pursuit of existing litigation against certain former members of the Debtor's executive management team and entities associated with them (which may include bringing additional claims or involving additional defendants as the circumstances may warrant), and (b) the Debtor's interest in World Trade. This Chapter 11 Plan contemplates the transfer of all or substantially all of the Debtor's assets to a Reorganized ExWorks Capital Creditor Trust, which will pursue the litigation, take the steps it deems appropriate to maximize the value of its ownership interest in World Trade, and make the payments that are not made by the Debtor before the Effective Date. The Plan contemplates exit financing to fund the operation of the Trust, among other things, in the form of a loan as described in the Plan. This bankruptcy was filed to allow the Debtor to take advantage of the automatic stay to prevent the accrual of further defense costs, to reorganize so as to be able to pursue the Litigation for the benefit of the Debtor's innocent stakeholders, to appropriately maximize the value of the Debtor's ownership interest in World Trade and to assess and determine whether the Debtor could recommence the provision of investment advisory and management services following an emergence from bankruptcy. The Plan provides for payment in full of all Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims and Allowed Employee Severance Claims, in accordance with the Bankruptcy Code. Holders of Allowed Indemnity and Advancement Related Claims, Allowed CIBC PPP Claims, Allowed Other Advancement and Indemnity Claims, Allowed King & Spalding Claims, Allowed General Unsecured Claims, and Equity Interests are Impaired and will be paid (or not paid). The Debtor estimates its Priority Tax Claims total $37,427.37. The Debtor estimates its Priority Non-Tax Claims, related to unpaid employee severance, total approximately $95,550. The Debtor estimates its non-contingent liquidated General Unsecured Claims total approximately $3,482,153.86. For the avoidance of doubt, this General Unsecured Claims amount does not include unliquidated or contingent General Unsecured Claims or liquidated General Unsecured Claims with an unknown value. Class 7 consists of General Unsecured Claims/Convenience Class. At such time as there are sufficient Litigation and World Trade Proceeds to economically distribute, and to the extent a General Unsecured Creditor has not previously elected to receive its Pro Rata Share of the Convenience Class Cash, Holders of Allowed General Unsecured Claims shall be entitled to receive their Pro Rata Share of the Litigation and World Trade Proceeds. To the extent a Holder of an Allowed General Unsecured Claim elects within 120 days of the Effective Date to receive its Pro Rata Share of Convenience Class Cash transferred to the Trust following the payment of all amounts required to be paid under the Plan, such Holder will receive such payment within 180 days of the Effective Date, or, if the Debtor receives clear right title and interest to additional Convenience Class Cash after the Effective Date, within one hundred eighty days of the receipt of such clear right, title, and interest to the funds. Class 8 consists of Equity Interests. On the Effective Date, all Equity Interests in the Debtor will be cancelled. On the Effective Date, all property of the Debtor, tangible and intangible, including, without limitation, Causes of Action, will vest in the Trust. Such transfer shall be free and clear of Claims, Liens, Interests, encumbrances, and contractually imposed restrictions except as otherwise provided herein. The Debtor expects that it, or the Trust, will have sufficient Cash on hand to make the payments required on the Effective Date. On the Effective Date, the Trust shall be established pursuant to the Trust Agreement for the purpose of, among other things, (i) investigating and pursuing the Causes of Action, (ii) administering, monetizing and liquidating the Trust Assets, (iii) resolving all Disputed Claims and (iv) making all Distributions from the Trust as provided for in the Plan and the Trust Agreement. The Trust Agreement is incorporated herein in full and is made a part of this Plan. The Debtor is in the final stages of negotiating a committed Term Sheet for Existing Financing from ExWorks Litigation Finance, LLC, which receives economic support from certain pre-petition Equity Interest holders of the Debtor, and anticipates filing it as soon as it is finalized. The Debtor is also in discussions with a third-party funding source to provide Alternate Financing. Such Alternate Financing is not at this time finalized or committed. In the event that such Alternate Financing source offers committed and superior financing terms, the Debtor will instead pursue Financing through such source. A full-text copy of the Plan of Reorganization dated June 28, 2022, is available at https://bit.ly/3OU8iHb from PacerMonitor.com at no charge. Counsel for the Debtor: Jeffrey J. Lyons BAKER & HOSTETLER LLP 1201 N. Market Street, Suite 1402 Wilmington, DE 19801 Telephone: 302.468.7088 Email: jjlyons@bakerlaw.com - and - Michael A. VanNiel Alexis C. Beachdell Joseph M. Esmont Scott E. Prince BAKER HOSTETLER LLP Key Tower 127 Public Square, Suite 2000 Cleveland, OH 44114 Telephone: 216.621.0200 Facsimile: 216.696.0740 Email: mvanniel@bakerlaw.com abeachdell@bakerlaw.com jesmont@bakerlaw.com sprince@bakerlaw.com About Exworks Capital ExWorks Capital, LLC, was a company engaged in financial investment activities. ExWorks's primary business was to provide investment advisory and management services to certain pooled investment vehicles ("funds"), which funds made significant investments in loans owed by certain companies to the funds. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10213) on March 14, 2022, listing up to $500,000 million in assets and up to $10 million in liabilities. Judge Brendan Linehan Shannon oversees the case. David M. Klauder was appointed as Subchapter V trustee. The Debtor tapped Baker & Hostetler, LLP as bankruptcy counsel and King & Spalding, LLP as special counsel. FIRST GUARANTY: $22MM DIP Loan, Repo Agreements Win Interim OK -------------------------------------------------------------- First Guaranty Mortgage Corporation and Maverick II Holdings, LLC sought and obtained interim authority from the U.S. Bankruptcy Court for the District of Delaware to, among other things, use cash collateral and obtain postpetition operational cash flow financing. The Court also entered an interim order authorizing the Debtors to enter into repurchase agreement facilities, and sell and repurchase mortgage loans in the ordinary course of business. The Debtors entered into the Cash Flow DIP Facility provided by LVS II SPE XXXIV LLC, including any permitted assignees and successors. The Cash Flow DIP Facility will provide the Debtors with up to $22 million in new money borrowing capacity -- of which, $11 million will be available on an interim basis -- to ensure the Debtors will have sufficient liquidity, affording all parties-in-interest with confidence that the Debtors will have ample funds available to honor all post-petition obligations. Further, the Cash Flow DIP Facility will include additional amounts necessary to fund any shortfalls in the Debtors' existing pipeline of mortgage loans -- the Mortgage Loan Funding Amounts, plus transaction costs and related expenses associated with a potential sale of the Debtors' loans to a third party to come -- the Pipeline Sale Transaction Funding Amounts. LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is an indirect subsidiary of a private investment managed by Pacific Investment Management Company LLC. B2 FIE IV LLC, an affiliate of the DIP Lender, owns 100% of the equity interests of FGMC. The Debtors require the use of cash collateral and DIP loan to obtain the necessary liquidity to pay their ordinary course operating costs and administrative expenses, maintain the enterprise value of their business, and, ultimately, provide the Debtors with an opportunity to reorganize. As is customary in the industry, the Debtors finance their mortgage loan origination platforms through asset-backed secured lending facilities. Certain of the Debtors' secured lending facilities are structured as master repurchase agreements. The Debtors, through FGMC, have three active master repurchase facilities with these financial institutions: (i) Customers Bank, (ii) Texas Capital Bank, National Association, and (iii) J.V.B. Financial Group, LLC, as successor by merger to C&Co./PrinceRidge LLC, pursuant to these agreements: (a) Second Amended and Restated Master Repurchase Agreement, dated as of October 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time), by and between FGMC and Customers Bank; (b) Mortgage Warehouse Agreement, dated as of August 14, 2020 (as amended, restated, supplemented or otherwise modified from time to time), by and between FGMC and Texas Capital Bank, National Association; and (c) Master Repurchase Agreement, dated as of October 25, 2012 (as amended, restated, supplemented or otherwise modified from time to time), by and between FGMC and J.V.B Financial Group, LLC, as successor by merger to C&Co./PrinceRidge LLC. Pursuant to the terms of the related Prepetition Repo Facilities, the Debtors sell newly originated mortgage loans to the related counterparty to finance the origination of the mortgage loans, and typically repurchase such mortgage loans from the related Prepetition Repo Buyer within a certain time period following origination. The Debtors generally obtain advances of less than 100% of the principal balance of the mortgage loans from the related Prepetition Repo Buyer, which requires the Debtors to use working capital to fund the remaining equity portion of the principal balance of the mortgage loans, which is often referred to as the haircut. Certain of the Debtors' warehouse financing facilities are structured as secured loan agreements. The Debtors, through FGMC, have two active secured loan warehouse facilities with (i) Customers Bank, and (ii) Flagstar Bank, FSB, pursuant to: (a) Amended and Restated Loan Agreement, dated as of July 17, 2019, by and between FGMC and Customers Bank; and (b) Mortgage Warehouse Loan and Security Agreement, dated as of June 30, 2017, by and between FGMC and Flagstar Bank, FSB. Pursuant to the terms of these Prepetition Loan Facilities, the Debtors pledge mortgage loans, cash, and related collateral to secure advances to finance the originations of the mortgage loans. The Debtors obtain advances of less than 100% of the principal balance of the mortgage loans under the Prepetition Loan Facilities, which requires the Debtors to use working capital to fund the remaining portion of the principal balance of the mortgage loans. In addition, a portion of FGMC’s obligations under the Customers Loan Agreement, not to exceed $25 million, is subject to a full recourse guarantee pursuant to a Guaranty and Suretyship Agreement, dated as of September 30, 2020, by LVS II Offshore, L.P., in favor of Customers Bank. Pursuant to a Second Amended and Restated Secured Promissory Note, executed by FGMC, as borrower, and in favor of B2 FIE XI LLC, as lender, extended certain loans and other financial accommodations to the Debtors. The Prepetition Bridge Lender is an affiliate of the Cash Flow DIP Lender. The Prepetition Bridge Lender is owed on account of the Prepetition Bridge Loans the principal amount of $18.35 million. The Debtors pledged to the Prepetition Bridge Lender a senior secured lien on substantially all of its personal property assets, including all proceeds thereof, whether then owned and existing or thereafter acquired or arising. The Debtors seek to roll-up a portion of the Prepetition Bridge Loan Obligations into the Cash Flow DIP Facility. The remaining Bridge Loan Obligations will be refinanced as requested by the DIP Repo Motion. Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser. Barclays Capital Inc. serves as DIP MSFTA Counterparty. Mortgage Loan Funding Amounts under the Cash Flow DIP Facility mean amounts required to fund (i) the amount (not to exceed $16 million in the aggregate) which comprises the excess, if any, of (A) the original principal balance of each mortgage loan originated by the Borrower (not to exceed $125 million in the aggregate) and sold to the Repo DIP Facility minus (B) the amount of funding provided by the Repo DIP Lender in respect of such originated loan, plus (ii) any mark to market losses incurred in connection with the Repo DIP Facility in an amount not to exceed $3.6 million in the aggregate, plus (iii) all professional fees incurred in connection with the Repo DIP Facility in an amount not to exceed $600,000 in the aggregate, plus (iv) non-utilization fees and interest or pricing fees incurred under the Repo DIP Facility in amount not to exceed $200,000, in each case, solely to the extent not satisfied first from the proceeds of DIP Repo Collateral. The termination date of the Cash Flow DIP Facility means the earliest to occur of: (a) 150 days after the Petition Date; (b) 35 days after the Petition Date if a final order approving the Cash Flow DIP Facility is not entered, unless extended by the Borrowers and the Cash Flow DIP Lender; (c) The effective date of an acceptable plan; (d) The date of consummation of the sale of all or substantially all of the assets of the Debtors; and (e) The date of termination of the Commitments. Upon the Termination Date, the Cash Flow DIP Lender is entitled to immediate payment of any and all amounts owing under the Cash Flow DIP Documents. The parties with an interest in the cash collateral are B2 FIE XI LLC, Flagstar Bank, FSB, and Customers Bank. As adequate protection, each Prepetition Lender will receive a superpriority administrative expense claim against each of the Debtors solely to the extent of any diminution in value of the Prepetition Lender's Prepetition Loan Collateral, which will be senior to all other administrative expense or other claims, but subject and subordinate to (i) the Cash Flow DIP Superpriority Claims, (ii) the DIP Repo Superpriority Claims, and (iii) the Carve-Out. Further, each Prepetition Lender will receive a replacement security interest and lien on the same property of the Debtors on which a perfected, first-priority security interest and lien was held before the Petition Date pursuant to such Prepetition Lender's Prepetition Loan Documents, subordinate only to (i) Liens permitted to be senior under that Prepetition Lender's Prepetition Loan Documents, (ii) the Cash Flow DIP Liens, (iii) the DIP Repo Guarantee Liens, and (iv) the Carve-Out. The Debtors are required to satisfy any of these milestones and failure to meet any milestone will constitute an immediate event of default under the Cash Flow DIP Facility: (a) Within four business days after the Petition Date, the Interim DIP Order shall have been entered; (b) Within 30 days of the Petition Date, filing of a plan and disclosure statement in forms acceptable to the Cash Flow DIP Lender; (c) Within 60 days of the Petition Date, sale of all or substantially all of the Debtors' MSR portfolio and receipt of all proceeds from servicing released sales, which sales shall be acceptable to the Cash Flow DIP Lender; (d) Within 90 days of the Petition Date, sale of all or substantially all of FGMC's pipeline of loans, which sales shall be acceptable to the Cash Flow DIP Lender; (e) Within 90 days of the Petition Date, sale of all or substantially all of the repurchased loans and haircut unfunded loans as of the Petition Date, which sales shall be acceptable to the Cash Flow DIP Lender; (f) Within 90 days of the Petition Date, substantial cessation of all loan operations; (g) Within 35 days of the Petition Date, entry of the Final Cash Flow DIP Order in a form acceptable to the Cash Flow DIP Lender; (h) Within 50 days of the Petition Date, court approval of a disclosure statement, which order shall be in a form acceptable to the Cash Flow DIP Lender; (i) Within 110 days of the Petition Date, entry of a confirmation order, confirming a plan acceptable to the Cash Flow DIP Lender; and (j) Within 120 days of the Petition Date, substantial plan consummation and occurrence of the effective date of such Acceptable Plan shall have occurred. A copy of the motion is available at https://bit.ly/3y6L0Xf from PacerMonitor.com. LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by: Dennis A. Meloro, Esq. GREENBERG TRAURIG, LLP The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 Email: melorod@gtlaw.com - and - John D. Elrod, Esq. GREENBERG TRAURIG, LLP Terminus 200 3333 Piedmont Road NE, Suite 2500 Atlanta, GA 30305 Telephone: (678) 553-2259 Facsimile: (678) 553-2269 Email: elrodj@gtlaw.com - and - Nancy A. Peterman, Esq. Eric J. Howe, Esq. GREENBERG TRAURIG, LLP 77 West Wacker Drive, Suite 3100 Chicago, IL 60601 Telephone: (312) 456-8400 Facsimile: (312)456-8435 Email: petermann@gtlaw.com howee@gtlaw.com Barclays Bank PLC as DIP Repo Agent and DIP Repo Purchaser; and Barclays Capital Inc. as DIP MSFTA Counterparty, are represented by: Peter S. Partee, Sr., Esq. Brian M. Clarke, Esq. HUNTON ANDREWS KURTH LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 309-1000 E-mail: ppartee@huntonak.com brianclarke@huntonak.com - and - Jennifer E. Wuebker, Esq. HUNTON ANDREWS KURTH LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA 23219 Telephone: (804) 788-8200 E-mail: jwuebker@huntonak.com - and - Jeremy W. Ryan, Esq. Aaron H. Stulman, Esq. Andrew L. Brown, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 E-mail: jryan@potteranderson.com astulman@potteranderson.com abrown@potteranderson.com About First Guaranty Mortgage Corporation First Guaranty Mortgage Corporation was a full service, non-bank mortgage lender, offering a full suite of residential mortgage options tailored to borrowers' different financial situations. It was one of the leading independent mortgage companies in the United States that originated residential mortgages through a national platform. First Guaranty Mortgage Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del Case No.) 22-10584 on June 30, 20222. In the petition signed by Aaron Samples, chief executive officer, the Debtor disclosed up to $1 billion in both assets and liabilities. Dentons US LLP and Pachulski Stang Ziehl, and Jones LLP represent the Debtor as counsel. Kurtzman Carson Consultants, LLC, serves as the Debtors' claims and notice agent. LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by lawyers at Greenberg Traurig, LLP. The Cash Flow DIP Lender is an indirect subsidiary of a private investment managed by Pacific Investment Management Company LLC. B2 FIE IV LLC, an affiliate of the DIP Lender, owns 100% of the equity interests of FGMC. Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser. Barclays Capital Inc. serves as DIP MSFTA Counterparty. They are represented by Hunton Andrews Kurth LLP and Potter Anderson & Corroon LLP. FIRST GUARANTY: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- First Guaranty Mortgage Corporation (Lead Case) 22-10584 5800 Tennyson Parkway Suite 450 Plano, TX 75024 Maverick II Holdings, LLC 22-10583 5800 Tennyson Parkway Suite 450 Plano, TX 75024 Business Description: Prior to the Petition Date, FGMC was a full service, non-bank mortgage lender, offering a full suite of residential mortgage options tailored to borrowers' different financial situations. FGMC's business included the origination, purchase, service, sale and/or securitization of residential real estate mortgage loans. However, just prior to the Petition Date, as a result of an extreme and unanticipated liquidity crisis and resultant inability to obtain additional capital, FGMC ceased all of its mortgage loan origination activity and separated nearly 80% of its workforce. Chapter 11 Petition Date: June 30, 2022 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Craig T. Goldblatt Debtors' Local Delaware Counsel: Laura Davis Jones, Esq. Timothy P. Cairns, Esq. Mary F. Caloway, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899 (Courier 19801) Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.com tcairns@pszjlaw.com mcaloway@pszjlaw.com Debtors' General Bankruptcy Counsel: Samuel R. Maizel, Esq. Tania M. Moyron, Esq. DENTONS US LLP 601 S. Figueroa Street #2500 Los Angeles, CA 90017 Tel: (213) 623-9300 Email: samuel.maizel@dentons.com tania.moyron@dentons.com - and - David F. Cook, Esq. DENTONS US LLP 1900 K Street, NW Washington, DC 20006 Tel: (202) 496-7500 Email: david.f.cook@dentons.com Debtors' Financial Consultant: FTI CONSULTING, INC. Debtors' Claims Agent: KURTZMAN CARSON CONSULTANTS LLC Estimated Assets: $500 million to $1 billion Estimated Liabilities: $500 million to $1 billion The petitions were signed by Aaron Samples as CEO. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V5TD43I/First_Guaranty_Mortgage_Corporation__debke-22-10584__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/VVFAAQA/Maverick_II_Holdings_LLC__debke-22-10583__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Customers Bank Unsecured $25,000,000 3705 Quakerbridge Rd Bank Debt Suite 100 Hamilton, NJ 8619 Attn: Scott Goodwin Tel: (502) 523-2710 Email: sgoodwin@customersbank.com 2. South Street Securities LLC Margin Call $1,570,000 1155 6th Avenue 14th Floor New York, NY 10036 Attn: Karen Carnes Tel: (212) 824-0734 Email: karen.carnes@sssnyc.com 3. Daiwa Capital Margin Call $1,400,000 Markets America Inc. 32 Old Slip 14th Floor New York, NY 10005 Attn: Ryan Geiger Tel: (212) 612-6747 Email: ryan.geiger@us.daiwacm.com 4. Morgan Stanley & Co. LLC Margin Call $965,803 1585 Broadway New York, NY 10036 Attn: Chelsea Mitchell-Byrd Tel: (212) 276-7177 Email: chelsea.mitchell.byrd@morganstandley.com 5. Jefferies LLC Margin Call $780,000 520 Madison Avenue New York, NY 10022 Attn: Joe Pollicino Tel: (866) 533-2051 Email: jpollicino@jefferies.com 6. R.J. O'Brien & Margin Call $607,975 Associates, LLC 222 South Riverside Plaza Chicago, IL 60606 Attn: David Fulscher Tel: (312) 373-4899 Email: dfulscher@rjobrien.com 7. Sourcepoint, Inc. Trade Debt $605,071 PO Box 1043 Buffalo, NY 14240 Attn: Stephen Parks Tel: (972) 822-1565 Email: stephen.parks@sourcepointmortgage.com 8. HCL Lending Trade Debt $447,750 Solutions LLC 330 Portero Ave. Sunnyvale, CA 94085 Attn: Dennis Postlewaite Tel: (321) 223-4431 Email: dennis-p@hcl.com 9. Rushmore Loan Management Trade Debt $418,863 Services LLC 15480 Laguna Canyon Road Suite 100 Irvine, CA 92618 Attn: Terry Smith Tel: (949) 341-5720 Email: tsmith@rushmorelm.com 10. BMO Capital Markets Margin Call $360,000 601 Lexington Avenue 44th Floor New York, NY 10022 Attn: Richard Harnett Tel: (201) 284-7313 Email: richard.hartnett@BMO.com 11. Lakeview Loan Servicing Trade Debt $328,028 4425 Ponce De Leon Blvd Coral Gables, FL 3314 Attn: Etienne Jouard Tel: (305) 631-6298 Email: etienne.Jouard@lakeview.com 12. Mizuho Securities USA, LLC Margin Call $290,000 320 Park Avenue 12th Floor New York, NY 10022 Attn: Thomas O'Leary Tel: (732) 476-3012 Email: thomas.oleary@mizuhogroup.com 13. Maxwell Financial Labs, Inc. Trade Debt $238,578 518 17th Street Suite 950 Denver, CO 80202 Attn: Brian Simons Tel: (914) 924-5136 Email: brian@himaxwell.com 14. ICE Mortgage Trade Debt $220,986 Technology, Inc. 4420 Rosewood Drive Suite 500 Pleasanton, CA 94588 Attn: Sue Sroka Tel: (858) 692-5975 Email: sue.sroka@ice.com 15. Deutsche Bank Trust Co. Professional $170,908 Americas Services c/o Corporate Trust & Agency Services PO Box 1757 Church Street Station New York, NY 10008 Attn: Chris Corcoran Tel: (714) 247-6045 Email: christopher.p.corcoran@db.com 16. Indecomm Holdings, Inc. Trade Debt $123,433 379 Thornall Street 2nd Floor Edison, NJ 08837 Attn: Katherine Baird Tel: (704) 909-7394 Email: katherine.baird@indecomm.net 17. Optimal Blue, LLC Trade Debt $121,613 601 Riverside Avenue Jacksonville, FL 32201 Attn: Michelle Kersch Tel: (904) 854-5043 Email: michelle.kersch@bfks.com 18. Carrington Mortgage Trade Debt $120,000 Services, LLC 1600 South Douglass Road Anaheim, CA 92806 Attn: Tracey McShane Tel: (949) 517-7113 Email: tracey.mcshane@carringtonmh.com 19. Quanatative Risk Professional $107,250 Management Incorporated Services 181 West Madison 41st Floor Chicago, IL 60602 Attn: Maximillian Betzig Tel: (312) 782-4596 Email: max.betzig@qrm.com 20. Planet Home Lending, LLC Trade Debt $105,575 321 Research Parkway Suite 303 Meriden, CT 06450 Attn: Dawn Pawelczkyk Tel: (203) 303-5281 Email: dpawelczyk@planethomelending.com 21. Wells Fargo Securities Trade Debt $102,225 550 South Tyron Street 6th Floor Charlotte, NC 28202 Attn: Abed Nassar Tel: (704) 410-8261 Email: abed.nassar@wellsfargo.com 22. Talx Corporation Trade Debt $88,387 (The Work Number) (now Equifax) 4076 Paysphere Circle Chicago, IL 60674 Attn: Elain McFarland Tel: (949) 295-2454 Email: elaina.mcfarland@equifax.com 23. Adrian Ledsema and Trade Debt $85,620 Maritza Lopez 2812 S. Trumbull Avenue Chicago, IL 60623 Attn: Adrian Ledsema Maritza Lopez Tel: (773) 414-2151 24. Total Expert, Inc. Trade Debt $84,655 1600 Utica Ave. S. Suite 800 Saint Louis Park, MN 55416 Attn: Dan LeFevre Tel: (303) 349-0851 Email: dan.lefevre@totalexpert.com 25. Seneca Mortgage Trade Debt $79,320 Servicing LLC 48 South Main Street Newtown, CT 06470 Attn: John Anderson Tel: (212) 561-5365 Email: john.anderson@senecaservicing.com 26. Xactus, LLC Trade Debt $77,820 370 Reed Rd. Suite 100 Broomall, PA 19008 Attn: Sharin Peet Tel: (908) 651-0528 Email: sharin.peet@xactus.com 27. Ritz-Carlton Golf Trade Debt $77,440 Resort Naples 2600 Tiburon Dr. Naples, FL 34109 Attn: Alice Zimmer Tel: (239) 254-3360 Email: alice.zimmer@ritzcarlton.com 28. Healthwell Foundation Security $65,985 5280 Corporate Drive Deposit Frederick, MD 21701 Attn: Collin Alexander Tel: (202) 604-9923 Email: collin.alexander@healthwellfoundation.org 29. Experience.com Trade Debt $58,320 12667 Alcosta Blvd Suite 250 San Ramon, CA 94583 Attn: Ryan Bones Tel: (975) 708-6264 Email: ryan@socialsurvey.com 30. Venminder, Inc. Trade Debt $52,498 400 Ring Road Suite 131 Elizabethtown, KY42701 Attn: Hayley Proctor Tel: (720) 732-0835 Email: hayley.proctor@venminder.com FLEXIBLE FUNDING: Gets Court Okay for Chapter 11 Liquidation ------------------------------------------------------------ Vince Sullivan of Law360 reports that trucking and staffing industry payroll financing firm Flexible Funding Ltd. received bankruptcy court approval on Tuesday, June 28, 2022, in Texas for its Chapter 11 liquidation plan that calls for the distribution of proceeds from a sale that closed in late 2021. During a hybrid virtual-live hearing, debtor attorney Jeff P. Prostok of Forshey Prostok LLP said Flexible Funding and co-debtor Instapay had resolved all objections to its plan ahead of the hearing and that it was presenting the plan and accompanying disclosure statement on a consensual basis with the support of all voting creditor classes. About Flexible Funding Flexible Funding Ltd. and Instapay Flexible LLC filed petitions for Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 21-42215) on Sept. 19, 2021. Judge Mark X. Mullin oversees the cases. At the time of the filing, Flexible Funding listed $100 million to $500 million in both assets and liabilities while Instapay listed as much as $50 million in both assets and liabilities. Jeff P. Prostok, Esq., and Lynda L. Lankford, Esq., at Forshey & Prostok, LLP are the Debtors' bankruptcy attorneys. FLUOR CORP: Egan-Jones Keeps B Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company on June 21, 2022, retained the 'B' foreign currency and local currency senior unsecured ratings on debt issued by Fluor Corporation. Headquartered in Irving, Texas, Fluor Corporation provides oil and gas infrastructure construction services. GATHERING PLACE: Case Summary & Four Unsecured Creditors -------------------------------------------------------- Debtor: The Gathering Place Orlando, Inc. FKA New Beginnings Church of Orlando, Inc. 8287 Curry Ford Road Orlando, FL 32822 Business Description: The Debtor is the fee simple owner of the real property located at 8287 Curry Ford Road, Orlando, Fla. valued at $1.86 million. Chapter 11 Petition Date: June 30, 2022 Court: United States Bankruptcy Court Middle District of Florida Case No.: 22-02342 Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Fax: 407 894 8559 Email: jeff@bransonlaw.com Total Assets: $1,881,941 Total Liabilities: $1,567,005 The petition was signed by Howard Harrison as president. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HZWZPPI/The_Gathering_Place_Orlando_Inc__flmbke-22-02342__0001.0.pdf?mcid=tGE4TAMA GENERAC POWER: S&P Lowers Sr. Secured Term Loan B Rating to 'BB+' ----------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Generac Power Systems Inc.'s senior secured term loan B to 'BB+' from 'BBB-' and revised its recovery rating on this debt to '3' from '2'. The '3' recovery rating reflects its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. This rating action follows Generac's issuance of a new $1.25 billion senior secured revolving credit facility (undrawn at close and unrated) and $750 million senior secured term loan A (unrated). S&P said, "In our view, the larger amount of secured debt reduces the recovery prospects for secured creditors in the event of a hypothetical default. The company used the proceeds from the term loan A issuance to pay down and retire the company's asset-based lending facility (which had $285 million drawn), to pay down the term loan B facility by $250 million, and add approximately $200 million to balance sheet cash after fees and expenses. We believe this transaction has boosted Generac's liquidity profile, which we continue to assess as strong, and provides capacity for potential future acquisitions and/or other cash outflows for general corporate purposes." S&P said, "We expect demand for standby power generation products to remain healthy in 2022, driven in part by the ongoing secular shift toward power-grid decentralization and an increase in power outage activity in the U.S. Generac's S&P Global Ratings-adjusted EBITDA margins have declined in recent quarters due to an increase in commodity prices and costs of freight and labor, partly offset by an improvement in volume leverage, sales mix, and several price increases. Although we believe these cost pressures are likely to continue weighing on margins in 2022, we expect an expansion in S&P Global Ratings-adjusted EBITDA in 2022 driven primarily by volume growth, price increases, and acquisitions. We forecast S&P Global Ratings debt to EBITDA in the mid-1x area at year-end 2022, only slightly above 2021 leverage and well under our 3x downgrade trigger. Consequently, our 'BB+' issuer credit rating and stable outlook on Generac are unchanged." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Post-transaction close, Generac's capital structure principally comprises a senior secured term loan B due 2026 ($530 million outstanding), its new $1.25 billion revolving credit facility (undrawn at close), and its new $750 million term loan A. -- S&P's recovery expectations on the term loan B have deteriorated moderately, primarily due to an increase in estimated debt claims in a simulated default scenario. -- For the purposes of our recovery analysis, S&P contemplates a default triggered by a downturn in the residential and nonresidential construction markets, material increases in raw material costs, and the company's inability to pass through rising raw material costs via increased selling prices. As a result, the company's capital structure would become unsustainable, leading to a default. Simulated default assumptions -- Simulated year of default: 2027 -- EBITDA at emergence: $302 million -- EBITDA multiple: 5.5x -- Revolving credit facility is 85% drawn at default -- Debt amounts include six months of pre-petition interest Simplified waterfall -- Gross enterprise value (EV) at emergence: $1.66 billion -- Net EV (after 5% administrative costs): $1.577 billion -- Priority claims: $86 million (short-term borrowings by foreign subsidiaries) -- Collateral value available to secured debt: $1.436 billion -- Senior secured debt claims: $2.266 billion --Recovery expectations for term loan B: 50%-70% (rounded estimate: 65%) H.R.P. II LLC: Summer Street Buying Hammond Property for $1.2-Mil. ------------------------------------------------------------------ H.R.P. II, LLC, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize it to sell the real property, buildings, improvements and fixtures constructed or located at located at 1717 Summer Street, in Hammond, Indiana, together with all easements and rights benefiting or appurtenant to the land, to Summer Street Partners LLC for $1.2 million, through a private sale, free and clear of all liens, claims and encumbrances. Pursuant to Order dated Dec. 17, 2019, the Court approved the proposed sale of the Property to Transport Properties, LLC for a purchase price of $1.2 million under the terms and conditions of that certain Agreement of Purchase and Sale dated Nov. 15, 2019. The 2019 Agreement was subject to certain due diligence contingencies, and after several extensions of the due diligence period, the 2019 Agreement was terminated on May 28, 2020. Subsequently, the Debtor actively marketed Property for sale pursuant to an Alternative Sale Transaction in accordance with the Amended Plan. That process was thwarted by the COVID-19 pandemic, but based on increased interest from several potential buyers, the Debtor pursued an auction process with respect to the Property in early 2021. The auction process did not result in an acceptable offer and the Debtor canceled the auction on May 6, 2021. Since that time, the Debtor has continued to market the property with the assistance of its Court approved brokers, McColly Real Estate and A&G Realty Partners, LLC. Under their approved listing agreements, each of the brokers is entitled to 4% commissions and A&G Realty is also entitled to reimbursement of actual marketing expenses up to $15,000. On June 13, 2022, the Debtor, non-debtor affiliate H.R.P., LLC, and the Purchaser entered into the Purchase Agreement. The Debtor refers to the Agreement for the complete terms and conditions of the proposed sale, and summarizes the key terms as follows: i. The Agreement provides for the sale of approximately 19.34 acres of real property located in Lake County, Indiana ("Land") and commonly known as 1717 Summer Street in Hammond, Indiana, and all buildings, improvements and fixtures constructed or located on the Land, and together with all easements and rights benefiting or appurtenant to the Land. The Property includes the following parcels: 45-07-05-151-005.000-023 - 1.247 acres; 45-07-05-151-006.000-023 - 0.208 acres; 45-07-05-151-003.000-023 - 11.142 acres; 45-07-05-151-004.000-023 – 2.672 acres; 45-07-05-151-002.000-023 - 0.74 acres; 45-07-05-151-001.000-023 - 0.195 acres; 45-07-06-278-021.000-023 - 1.15 acres; and 45-07-06-227-011.000-023 - 2.03 acres. ii. The Purchase Price for the Property is $1.2 million, subject to the allocations, credits and pro-rations set forth in the Agreement. Specifically, the Agreement provides for allocation of the purchase price between the Debtor and Non-Debtor HRP as follows: 77% to the Debtor and 23% to Non-Debtor HRP. iii. The Agreement requires the Purchaser to pay a $100,000 Earnest Money deposit, which is non-refundable except in the event of a default by the Seller. iv. The Purchaser has 45 days from the Execution Date to obtain title and survey and complete due diligence on the Property during which time Purchaser may terminate the Agreement, provided that the Purchaser will not be entitled to a refund of the Earnest Money if it exercises that termination right. v. Closing is to occur within 15 days following the expiration of the Investigation Period or on such other date that is mutually agreed by the parties. vi. The Agreement provides for customary allocation of closing costs between the Seller and the Purchaser, payment of prior year taxes at Closing, and if the Closing will occur before the tax rate is fixed for the then-current year, the apportionment of taxes will be upon 103% the basis of the tax rate for the preceding year with no reconciliation post-Closing. The Purchase Price of $1.2 million, is consistent with the 2019 Agreement that was approved by the Court, and far exceeds both the aggregate assessed value of the Property ($629,200) and the total amount of taxes asserted against the Property ($402,142.36). The Debtor disputes significant portions of the prior year taxes in the pending adversary proceeding no. 19-2030. It also believes the post-petition penalties and other charges asserted by the Treasurer are objectionable. Therefore, the Debtor intends to pay the disputed prior year taxes at Closing as provided in the Agreement with a reservation of rights in the order approving sale for the Debtor to recover such amounts from the Treasurer as the Court may determine in connection with the Adversary Proceeding and such other objections as may be asserted by the Debtor with respect to the Treasurer's claims. The proposed order further provides that the net sale proceeds after payment of taxes, closing costs and brokers' commissions, will be held in the DIP bank account subject to further order of the Court. The Debtor will file and serve a report of sale within seven days of the closing, as required by Fed. R. Bankr. P. 6001(f)(1) and Local Rule B-6004-1(c). To ensure that the proposed sale can proceed promptly to closing following the entry of an approval order and subject to completion of due diligence, the Debtor requests that the Court waives the 14-day stay pursuant to Fed. R. Bankr. P. 6004(h) for cause shown. A copy of the Purchase Agreement is available at https://tinyurl.com/5yhjr7f7 from PacerMonitor.com free of charge. About H.R.P. II, LLC H.R.P. II LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 17-21695) on June 15, 2017. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge James R. Ahler presides over the case. The Debtor hired Fox Rothschild LLP, as general bankruptcy counsel, replacing Shaw Fishman Glantz & Towbin LLC. HAMMERTOWN LLC: Files Chapter 11 Bankruptcy Protection ------------------------------------------------------ HammerTown LLC has sought bankruptcy protection in Texas. The Debtor purchased all the assets and liabilities of The Design Studio on July 21, 2021. Revenue is generated through the Debtor’s interior design business. The secured creditor is Fifth Third Bank, the claims of which are secured by various pieces of furniture, art, and inventory at the Debtor's business. According to court documents, HammerTown LLC estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About HammerTown LLC HammerTown LLC -- https://www.KellerDesignStudio.com/ -- doing business as The Design Studio, is an interior design company in Texas. HammerTown LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-41429) on June 28, 2022. In the petition filed by Tammy Hamilton, as managing member, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $100,000 and $500,000. Robert Lane, of The Lane Law Firm, is the Debtor's counsel. HERBALIFE NUTRITION: Egan-Jones Retains BB- Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on June 16, 2022, retained '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. HILLMAN SOLUTIONS: Fitch Affirms BB- LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed The Hillman Solutions Corp. (HLMN) and The Hillman Group, Inc.'s Long-Term Issuer Default Ratings (IDRs) at 'BB-'. Fitch has also affirmed the senior secured term loan at 'BB' and revised the recovery rating to 'RR3'. The Rating Outlook is Stable. The ratings reflect Fitch's expectation that elevated leverage, due to supply chain and inflationary challenges, is temporary and that cash flow generation substantially improves in 2022. Fitch also considers the commodity-like nature of HLMN's hardware products and customer concentration, which are weighed against the typically steady nature of demand for its repair & remodelling focused small-ticket product categories. Fitch expects FCF generation in excess of $100 million to support deleveraging in the near term. The 'BB'/'RR3' ratings on the first-lien term loan and delayed-draw term loan reflects the higher ranking of the ABL and relatively higher mix of ABL collateral within HLMN's asset base. KEY RATING DRIVERS Supply Chain and Inflation Pressure Cash Flow: EBITDA margins are expected to reach a trough in 2022 following a period of inflation affecting input costs, transportation and labor. As of early 2022, supply chain challenges have also led to lead times doubling versus normal levels. Fitch expects 2022 EBITDA margins of about 14%, slightly down from 2021 and down from 15% at pre-pandemic 2019 levels. Due to extended lead times, the company has made heavy investment in inventories in order to maintain strong fill rates though this resulted in significantly negative FCF in 2021. Fitch expects FCF margins to improve over the next few years, assuming customer demand remains positive and HLMN is able to continue to execute on pricing increases aimed at offsetting inflation on a dollar-for-dollar basis. Higher Working Capital Requirements: Though liquidity remains comfortable, it has tightened due to high working capital investments made in 2021 and early 2022. The company has $97 million of availability under its $250 million ABL facility after borrowings and L/Cs. While the ABL is typically utilized to support working capital investment early in the year, the higher than normal balance reflects elevated inventory investments made since 2021. Cash flow seasonally improves late in the year and Fitch expects FCF of mildly over $100 million to be utilized to reduce revolver borrowings in 2022. Leverage To Decline below 4.0x in 2023: Debt/EBITDA was elevated at 4.6x at YE 2021, above Fitch's expectations for the rating level due to margin pressures and high ABL draws. However, Fitch expects leverage to improve to 4.2x in 2022 and the mid-3.0x in 2023 reflecting expectations that the company will prioritize debt repayment in the near term, its target of reducing company-calculated net leverage to under 3.0x and improving profitability as HLMN executes on pricing initiatives. As leverage improves, capital deployment is expected to refocus on M&A. While Fitch expects HLMN to approach M&A in a balanced manner, aggressive debt financing or pursuit of large deals could pressure the ratings. Repair & Remodelling Moderates Cyclicality: HLMN benefits from relatively consistent demand generation from its exposure to home repair and remodelling activity as opposed to new construction. Its products are also low-ticket items and less subject to price sensitivity. These characteristics result in relatively muted cyclicality compared with other diversified manufacturers and are highlighted by an only modest decline in revenue by 5% in 2009. Customer Concentration: The company has a concentrated retail customer base, and there is a risk that the loss of all or part of a large customer could meaningfully reduce its scale with limited opportunity to recoup lost volumes elsewhere. The risk is mitigated by the company's track record of maintaining long-standing relationships with core hardware retailers. Home Depot and Lowes are the largest customers accounting for 27% and 21% of 2021 revenues, respectively. These customers regularly undertaking product line reviews of their vendors every few years to determine whether and to what extent they will continue to purchase certain products from a particular vendor. Commodity-like Products: HLMN has a fairly commoditized product mix across the majority of its business, particularly as it relates to much of its fasteners, hardware, and personal protective products, which account for more than three-fourths of revenue. Its key cutting and kiosk offerings have a relatively higher technology component, although there are competing offerings in the market. In addition, HLMN sets itself apart through the service it provides managing its SKU-intensive categories for its main retailers. Ownership Profile Diluted: While ownership concentration remains, the share of private equity ownership under CCMP has been reduced to below 40% following the de-SPAC transaction in 2021. Fitch believes CCMP will continue to exit its position in HLMN, further decreasing risks associated with concentrated ownership, such as aggressive financial policies. DERIVATION SUMMARY Fitch compares HLMN to Park River Holdings (IDR B/Negative), a building products distributor, and other industrial distributors. HLMN and Park River have a high degree of commodity-like products and have a high degree of customer concentration, namely to big box retail stores. HLMN's debt/EBITDA of 4.6x at YE 2021 is expected to improve to under 4.0x over the next two years while Park River's leverage is elevated around 6.5x to low-7.0x reflecting an aggressive M&A strategy. KEY ASSUMPTIONS -- Total revenue up 7% in 2022 with high pricing and the unfavorable impact of lower PPE sales moderating underlying growth in hardware and protective solutions. Fitch assumes organic growth moderates in 2023 while yoy pricing initiatives support growth but could be moderated by slowing volume growth. -- EBITDA margins decline to 13% in 2022 as a result of supply chain and inflationary pressures. Pricing initiatives and mild improvement in supply chain conditions support margins trending back to 15% over the next two years. -- Working capital provides roughly $25 million of cash flow support in 2022 and 2023, following heavy inventory investments in late 2021 and early 2022. -- In the near-term deleveraging is prioritized, including paying down ABL borrowings. Subsequently, capital deployment focus is expected to shift towards M&A. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- The company achieves a more diverse product line and reduces exposure to large customers; -- Expectations that debt/EBITDA will be maintained below 3.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Expectations that debt/EBITDA will be maintained above 4.0x; -- FCF margin in the low-single digits or lower; -- The company experiences a loss of a large customer. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE At March 31, 2022, HLM had $19 million of cash and $97 million of availability under its $250 million ABL facility. Revolver draws were high in 1Q22 to support inventory build. Term loan amortization is $9 million per year. The ABL facility matures first in 2026, followed by the term loan in 2028. ISSUER PROFILE Hillman distributes hardware-related products and provides merchandising services to retail outlets including hardware stores, home centers, and mass merchants among others. Its product offering includes fasteners, hardware, personal protective products key engraving and various self-service kiosks. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed within the company's public filings. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING RECOVERY PRIOR ---- ------ -------- ----- The Hillman Group, Inc. LT IDR BB- Affirmed BB- senior secured LT BB Affirmed RR3 BB Hillman Solutions Corp. LT IDR BB- Affirmed BB- HILTON WORLDWIDE: Egan-Jones Hikes Senior Unsecured Ratings to B+ ----------------------------------------------------------------- Egan-Jones Ratings Company on June 22, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Hilton Worldwide Holdings Inc. to B+ from B. Headquartered in McLean, Virginia, Hilton Worldwide Holdings Inc. operates as a holding company. HOME DEALS OF MAINE: Dehetre Buying Arundel Property for $257K -------------------------------------------------------------- Home Deals of Maine, LLC, asks the U.S. Bankruptcy Court for the District of Maine to authorize the sale of the real property located at 93 Proctor Road, in Arundel, Maine, to Scott Dehetre for $256,772. The Debtor owns the Property. It has filed concurrently with the Motion a notice of intended sale with reference to said Property to be sold. The Property is situated in the Town of Arundel, County of York, State of Maine, described in a deed recorded in York County Registry of Deeds Book 17797/7, Page 7. The Buyer has offered to purchase the Property for $256,772 as evidenced by a Purchase & Sale Agreement, the effective date of which is May 1, 2022. The Debtor wishes to sell such property to the Buyer on the terms set forth in the Purchase & Sale Agreement. The Court has previously approved the sale of the Property by the Debtor to the Buyer in its Order dated Dec. 3, 2021. There were, however, title issues holding up the closing of the sale that needed to be addressed. The Debtor requested the assistance of real estate broker Tyra Mitchell of North Star Realty with respect to the Property and the Court authorized Ms. Mitchell's employment in its Order dated April 25, 2022. As described in greater detail in the Debtor's Application for Authorization to Employ Professional Person dated March 31, 2022 requesting the authorization to employ Ms. Mitchell as real estate broker for the Property, a portion of the house on the Property was over the property line and a land swap with the abutting neighbor was required. For the Debtor to be able to convey the Property to the Buyer, a land swap is required. The Property is subject to a first priority mortgage held by U.S. Bank, which secures a claim under a promissory note in the amount of $1,582,828.28 as of the Petition Date (See Claim 5 filed in the matter). That claim is secured by the Debtor's interest in the property. The Property is subject to a second priority mortgage held by Kenobi, LLC, which secures a claim under a promissory note that the Debtor asserts has been paid in full. After payment of ordinary and customary closing expenses and costs of Seller and after payment of a real estate broker's commission to Tyra Mitchell of North Star Realty in the total amount of $7,703.16 representing 3% of the sale price, the remaining proceeds of the sale will be held in escrow pending further Order of the Court. To the extent that any party has a validly perfected lien in the property that is to be sold, such liens will attach to the remaining proceeds in the same manner and order of priority. During the pendency of the above-captioned matter, the Debtor has thus far sold the following properties: • 1 Gingerbread Lane, Waterville, ME (authorized by Order entered Oct. 21, 2021); • 1 King Street, Fairfield, ME (authorized by Order entered Oct. 21, 2021, and modified Order entered Dec. 22, 2021); • 15 Gray Road, Waterville, ME (authorized by Order entered Oct. 21, 2021); • 183 Middle Street, Fairfield, ME (authorized by Order entered Nov. 15, 2021); • 43 Drummond Avenue, Waterville, ME (authorized by Order entered Jan. 25, 2022); • 30 Osborne Street, Fairfield, ME (authorized by Order entered Jan. 25, 2022); and, • 15 Kelley Street, Fairfield, ME (authorized by Order entered April 26, 2022). The U.S. Bank has thus far received $559,374.89 from the sales and the Debtor's counsel, Molleur Law Office, is presently holding a total of $383,157 in proceeds from the sales in escrow pending further Order of the Court. The Debtor's properties located at 9 Summer Street and 33 Summer Street in Waterville, Maine, are subject to pending sales. The scheduled closing date for the sales of these properties was April 15, 2022. The following real properties owned by the Debtor as of the Petition Date remain unsold and are not currently subject to pending sales: (i) 8 Church Hill Rd, Buxton, ME; (ii) 50 Ross Rd, Saco, ME; (iii) 10 Country Way, Waterville, ME; and, (iv) 41 Carey Ln, Waterville, ME. The Property has been the subject of a Contract for Deed between the Debtor and the Buyer since Feb. 20, 2018. The Debtor entered into an exclusive right to sell listing agreement with Ms. Mitchell for the Property on Jan. 18, 2021. The Debtor believes that the proposed sale is beneficial to the estate as it will pay off a portion of the secured debt owed to U.S. Bank. Pursuant to Local Rule of Bankruptcy Procedure for the District of Maine 9013-1(b), it, through counsel provided the U.S. Trustee and Subchapter V Trustee with an electronic copy of the Motion, proposed Order and Notice of Intent to Sell. As of the filing of the Motion the parties’ position regarding the relief requested therein is unknown. A copy of the Agreement is available at https://tinyurl.com/bdfvramp from PacerMonitor.com free of charge. About Home Deals of Maine Home Deals of Maine, LLC filed a petition for Chapter 11 protection (Bankr. D. Maine Case No. 21-10267) on Oct. 6, 2021, listing $3,147,975 in assets and $1,650,258 in liabilities. Jo A. Roderick, sole member, signed the petition. Judge Peter G. Cary oversees the case. The Debtor tapped James F. Molleur, Esq., at Molleur Law Office as legal counsel. HOME PRODUCTS: Wins Cash Collateral Access on Final Basis --------------------------------------------------------- Home Products International, Inc. and Home Products International-North America, Inc. asked the U.S. Bankruptcy Court or the Northern District of Illinois, Eastern Division, for authority to use cash collateral in accordance with the proposed budget and provide adequate protection to Eclipse Business Capital LLC f/k/a Encina Business Credit, LLC, the agent. The Debtors have stipulated and represented to the Court that: 1. the Prepetition Documents evidence and govern the Prepetition Debt, the Prepetition Liens and the prepetition financing relationship among Debtors, Agent, and Lender, and are valid and enforceable by Agent against Debtors; 2. each Debtor is liable for payment of the Prepetition Debt, and the Prepetition Debt is an allowable secured claim, as of the Petition Date, in an amount not less than $16,696,061; 3. the Prepetition Debt constitutes the legal, valid and binding obligation of each Debtor, enforceable in accordance with the terms of the Prepetition Documents; 4. no offsets, defenses or counterclaims to the Prepetition Debt exist, and no portion of the Prepetition Debt is subject to avoidance or subordination pursuant to the Code or applicable nonbankruptcy law; 5. the Prepetition Liens, among other things, secure payment of all of the Prepetition Debt; 6. the Prepetition Liens are First Priority Liens, subject only to Permitted Priority Liens; and 7. for purposes of Code sections 506 and 507(b), the value of the Prepetition Collateral as of the Petition Date exceeds the Prepetition Debt. An immediate need exists for the Debtors to use cash collateral in order to minimize disruption to their remaining business and to maximize the value of their assets. The Agent, the Lenders, the Second Lien Agent, and Second Lien Lenders will be entitled to adequate protection of their interests in the Prepetition Collateral in an amount equal to the aggregate diminution in value (if any) of the Prepetition Collateral resulting from the sale, lease or use by the Debtors of their Prepetition Collateral, or the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code. As security for the payment of the Adequate Protection Obligations, Agent, for the benefit of itself and each of the Lenders, and Second Lien Agent, for the benefit of itself and each of the Second Lien Lenders, was granted pursuant to the Interim Order and is granted the Replacement Liens, subject to the terms of and priorities set forth in the Intercreditor Agreement. The Replacement Liens: (1) will be in addition to the Prepetition Liens; (2) are and will be First Priority Liens, subject only to Permitted Priority Liens, that are properly perfected, valid, and enforceable without any further action by Debtors, Agent, or Lenders and without the execution, notation, filing, or recordation of any financing statements, security agreements, control agreements, mortgages, motor vehicle titles or other titles, or other documents or instruments; and (3) will remain in full force and effect notwithstanding any subsequent conversion or dismissal of the Cases. A copy of the Debtor's request is available at https://bit.ly/3yAq1gL from PacerMonitor.com. About Home Products International, Inc. Home Products International, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-06276) on June 2, 2022. In the petition signed by James Auker, chief financial officer, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Janet S. Baer oversees the case. Edward J. Green, Esq., at Foley and Lardner LLP is the Debtor's counsel. IAS LAND LLC: Starts Chapter 11 Subchapter V Case ------------------------------------------------- IAZ Land LLC filed for chapter 11 protection in the Eastern District of Michigan without stating a reason. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. According to court filing, IAZ Land LLC estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Aug. 5, 2022, at 1:00 p.m. by Telephone. Proofs of claim are due by Nov. 3, 2022. About IAZ Land IAZ Land LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-45083) on June 28, 2022. In the petition filed by Wassef Zahr, as president, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. Charles M. Mouranie has been appointed as Subchapter V trustee. Ernest Hassan, of Stevenson & Bullock, P.L.C., is the Debtor's counsel. IMAX CORP: Egan-Jones Retains BB- Unsecured Ratings --------------------------------------------------- Egan-Jones Ratings Company on June 16, 2022, retained 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by IMAX Corporation. Headquartered in Mississauga, Canada, IMAX Corporation offers end-to-end cinematic solution combining proprietary software, theater architecture, and equipment. INDIE BREWING: Upshift Brewing Buying Business Assets for $10.3K ---------------------------------------------------------------- Indie Brewing LLC asks the U.S. Bankruptcy Court for the District of Central California to authorize the sale of the following assets to Upshift Brewing Co., LLC, or its assignee for $10,300, subject to higher and better offers: a. two Cassman 20 bbl fermentors for $10,000; b. one pallet jack for $100; and c. four outdoor high top tables for $200. The Debtor operated a craft brewery and tasting room in the Boyle Heights section of Los Angeles from 2015 through 2022. It was the first craft brewery on the eastside of Los Angeles since the 70S. Since opening, the Business has grown and attracted a devoted following of customers as well as people looking for a comfortable space to unwind bear downtown Los Angeles. It had Over 200 accounts throughout Los Angeles and was served at Dodger Stadium in 2021. The effects of the COVID pandemic coupled with the realization that there was nothing else to offer its landlord to obtain its consent resulted in the Debtor having no alternatiVe but to file the caSe. The Deebtor has determined that a liquidation sale of its assets will likely result in the greatest distribution to its creditors on their claims against the estate. Pursuant to the Motion, the Debtor seeks an order approving the Sale of certain of the Business assets, free and elear of all liens, claims and interests to the Buyer pursuant to the Asset Purchase Agreement entered into between the Buyer and the Debtor. The Buyer owns business similar to the Debtor's, which is well known both to the Debtor and other interested parties. The Buyer's busineSS is performing well financially, and the Debtor is satisfied that the Buyer has the financial capacity to complete the Sale and capital to operate and perform on the obligations on the Acquired Assets, and consummate the transaction. The Debtor has received financial information c6ncerning the Buyer's credit Worthiness. The sale will be noticed to all previous interested parties to the Acquired Assets, and to creditors and other interested parties. The Debtor believes that all burdens of establishing a sound business justification for the sale of the Acquired Assets have been met. It believes that the purchase price maximizes the value of the Acqinred Assets to the estate. Therefore, the Motion should be approved. If there are over bidders for the purchase of the assets, the Debtor requests that the procedures outlined in the Motion are approved. To maximize greatest value for this estate and its creditors, parties offering to purchase the Acquired Assets will have the opportunity to overbid for the purchase of the Acquired Assets at the hearing on the Motion on substantially the same or better terms as set forth in the Agreement. Any initial overbid for the Acquired Assets will be in an amount not less than $12,000 which is greater than the Buyer's or such amount that the Court sets. Any and all additional overbids will be subject to further overbid amount requirements set by the Court. Any overbids must be submitted no later than five business days before the hearing set to approve the Sale, made payable to Kogan Law Firm APC Client Trust Account in the amount of $12,000. About Indie Brewing LLC Indie Brewing LLC -- https://indiebrewco.com/ -- is a California-based brewing company. Indie Brewing sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 22-12633) on May 10, 2022. In the petition filed by Kevin M. O'Malley, as member, Indie Brewing estimated assets between $500,000 and $1 million and estimated liabilities between $500,000 and $1 million. Michael S Kogan, of Kogan Law Firm, APC, is the Debtor's counsel. INTERTAPE POLYMER: S&P Lowers ICR to 'B', Off Watch Negative ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating (ICR) on Intertape Polymer Group Inc. to 'B' from 'BB-' and its issue-level rating on the company's debt to 'B' from 'B+'. The '5' recovery rating on the debt is unchanged. Subsequently, S&P removed all of the ratings on Intertape from CreditWatch, where they had been placed with negative implications March 9, 2022. Clearlake Capital Group L.P. has completed its acquisition of Intertape Polymer Group Inc., which was amalgamated into Clearlake's wholly owned subsidiary, Iris Holding Inc. (B/Negative/--). S&P said, "Our ratings on Intertape have been aligned with our ratings on Iris, and subsequently we have withdrawn our ratings on Intertape and its debt, which has been retired. "We have assigned our final ICR and issue-level rating to Iris following the closing of the acquisition and completion of its debt-financing transactions. "We have removed our ratings on Intertape from CreditWatch, where they were placed with negative implications March 9, 2022, following the completion of its acquisition by Clearlake Capital Group L.P. Intertape was amalgamated into Clearlake's wholly owned subsidiary Iris Holding Inc., which was used to facilitate the acquisition. At the same time, we lowered our ICR on Intertape to 'B' from 'BB-' to align the rating with Iris. We also lowered our issue-level rating on the company's debt to 'B' from 'B+'. The '5' recovery rating on the debt is unchanged. Subsequently, we have withdrawn our ratings on Intertape, and its debt has been retired. "We also assigned our final issuer credit and issue-level ratings to Iris following the closing of the acquisition and completion of its debt-financing transactions. Iris closed a US$1.5 billion secured term loan and US$400 million senior unsecured notes issuance. We rate the term loan 'B', with a '3' recovery rating, and rate the notes 'CCC+', with a '6' recovery rating, with no change from the preliminary ratings on these issues." ESG credit indicators: E-2, S-2, G-3 IONIS PHARMACEUTICAL: Egan-Jones Retains B+ Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on June 21, 2022, retained 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Ionis Pharmaceuticals, Inc. Headquartered in Carlsbad, California, Ionis Pharmaceuticals, Inc. operates as a biotechnology company. IRON MOUNTAIN: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on June 21, 2022, retained 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Iron Mountain Incorporated. Headquartered in Boston, Massachusetts, Iron Mountain Incorporated is a storage and information management company. JAMES E. CARPENTER: Selling 3 Commercial Parcels in Grant County ---------------------------------------------------------------- James E. Carpenter, individually and as Trustee of The 2003 James E. Carpenter, and Doris A. Carpenter Revocable Living Trust, asks the U.S. Bankruptcy Court for the Eastern District of Washington to authorize him to sell to Juan R. Cruz and Rene Leal for $500,000 in cash the following commercial real property legally described as: Parcel 1: Lot 10, Block 2, Plat of George, according to the plat thereof recorded in Volume 7 of Plats, page 42, records of Grant County, Washington. Tax Parcel Number: 03-0662-000 Parcel 2: All that portion of Lot 1, Block 2, Plat of George, according to the plat thereof recorded in Volume 7 of Plats, page 42, records of Grant County, Washington, lying East of the Southerly extension of the West line of Lot 10 in said Block 2, EXCEPT that portion thereof now included in Lot 1, Block 9, Corrected Third Addition to the Plat of George and Replat of Lots 1, 2, 4, and 5, Block 2, in the Plat of George, according to the plat thereof recorded in Volume 9 of Plats, page 4, records of Grant County, Washington. Tax Parcel Number: 03-0656-001 Parcel 3: Lot 1, Block 9, Corrected Third Addition to the Plat of George and Replat of Lots 1, 2, 4, and 5, Block 2, in the Plat of George, Grant County, Washington, according to the plat thereof recorded in Volume 9 of Plats, page 4, records of Grant County, Washington, lying South of the Easterly extension of the North line of Lot 10, Block 2, Plat of George, according to the plat thereof recorded in Volume 7 of Plats, page 42, records of Grant County, Washington. Tax Parcel Number: 03-0944-001 The Sale will be free and clear of any and all claims, liens, or interests of any creditor or party in interest, including, but not limited to, any claims, liens, or interest of Doris Carpenter, The 2003 James E. Carpenter and Doris A. Carpenter Revocable Living Trust, Grant County Treasurer, State of Washington, City of George, Grant County PUD, and Washington Trust Bank. The Sale will be "as is, where is," without any warranties of any kind, and without any represetations of any kind, express or implied. The Debtor moves the Court for an order approving the Commercial & Investment Real Estate Purchase & Sale Agreement, Addendum/Amendment, and related documents; and for an order that after entry of a final order approving the Sale and the Buyer's payment of the Purchase Price in certified funds, the Debtor is authorized to execute a deed, bill of sale, and/or other related documents that are necessary or appropriate to complete the sale, and to undertake such other actions as may be necessary or appropriate to complete the Sale; The Debtor further moves the court for an order authorizing the immediate disbursement of the following at closing: 1. The reasonable costs and expenses of closing, including providing a title insurance policy; 2. A real estate commission in the amount of 5% of the Purchase Price to Curt Morris; 3. Delinquent and pro-rated current year real estate taxes and assessments due Grant County, State of Washington to be paid in full at closing; 4. Delinquent and pro-rated current year taxes, assessments, local improvement assessments, and/or claims, if any, due City of George, to be paid in full at closing, to the extent secured against the Commercial Property; 5. The outstanding claim of Washington Trust Bank secured against the Commercial Property in the approximate amount of $150,089.24 to be paid in full at closing; and 6. The remaining balance of the sales proceeds will be paid to Southwell & O’Rourke, P.S., with Southwell & O'Rourke, P.S. authorized to distribute the Net Sales Proceeds pursuant to the Debtor's confirmed chapter 11 plan of reorganization, or upon further order of the Court. The Debtor further moves the court for an order that the Sale will be effective immediately upon entry of an order approving Sale, and the 14-day stay imposed by Fed. R. Bankr. P. 6004(h) and other rules, are waived. James E. Carpenter sought Chapter 11 protection (Bankr. E.D. Wash. Case No. 21-00250) on Feb. 15, 2021. The Debtor tapped Kevin ORourke, Esq., at Southwell & O'Rourle, P.S. as counsel. JPP HOLDING: Stefano Apisa Buying Plainfield Property for $450K --------------------------------------------------------------- JPP Holding LLC asks the U.S. Bankruptcy Court for the District of New Jersey to approve the sale of the real property commonly known as 634-36 East 6th St., in Plainfield, New Jersey, together with all the buildings, other improvements, and fixtures on the land, to Stefano Apisa for $450,000. The Debtor proposes to sell the Property free and clear of all liens. It asks the Court to modify its Plan and for such other and further relief as the Court may deem equitable and just. On May 13, 2022, the parties have executed their Contract for Sale of Real Estate for the sale of the Property. A copy of the Contract is available at https://tinyurl.com/4t4wdbpy from PacerMonitor.com free of charge. The Purchaser: Stefano Apisa 241 Leland St. Plainfield, NJ 07060 About JPP Holding Based in Plainfield, New Jersey, JPP Holding LLC sought Chapter 11 protection (Bankr. D.N.J. Case No. 22-11400) on Feb. 22, 2022. The Debtor estimated total assets at $1,405,000 and $681,022 in total debt. The Debtor tapped Robert C. Nisenson, Esq., at Robert C. Nisenson, LLC as counsel. The petition was signed by Wellington F. Pena as authorized representative. The Debtor stated it has no creditors holding unsecured claims. KEYS MEDICAL STAFFING: Files for Chapter 11 to Deal With Invoices ----------------------------------------------------------------- Keys Medical Staffing, LLC, filed for chapter 11 protection in the Northern District of Georgia. The Debtor is a medical staffing company formed by Dr. Theresa Jones and Dr. Linnie Fletcher in 2016. In 2018 Christy Collins came on board as a partner and COO. Dr. Jones' experience and contacts in the medical field and Ms. Collins' business acumen proved to be a very successful combination. The Debtor grew rapidly, with revenues of approximately $6.3 million over the past two years. In 2020 the Debtor earned a huge contract that required it to place over 100 employees at one time all over the state of Georgia. At that point, the Debtor determined that it was in its best interest to focus its efforts on growing the business and allow an outside party to operate invoicing and payroll. To that end, on June 2, 2020, the Debtor entered into a financing agreement with ARA, Inc. d/b/a Lone Oak Payroll ("Lender"), a factoring company, and executed a Conditional Letter of Agreement for Factoring and Payroll Services (the "Agreement"). On July 21, 2021, the Debtor's largest client, SavaSeniorCare Administrative Services, LLC ("Sava"), requested that the invoices prepared by ARA be produced in a format that complied with the Centers for Medicare and Medicaid Services ("CMS") requirements. The Debtor tried to work with ARA to reformat the invoices, but the Debtor's efforts were unsuccessful and in August 2021 Sava began to reject invoices for the formatting issue. The Debtor began to prepare invoices for Sava manually. Other clients began to require that their invoices meet the CMS requirements as well, and by December 2021 the Debtor was being bombarded with denials of payments and was incurring fees for the consistent incorrect invoices that ARA was sending. Revenue plummeted and the Debtor's clients were angered by the consistent invoicing problems. At this point, the relationship between the Debtor and ARA has soured to the point that both parties have purported to terminate the Agreement. Currently, the Debtor is owed up to $1.712 million from nine different clients and ARA has either received the payments and not sent funds to the Debtor, or has instructed the clients not to pay the Debtor directly. Most significantly, Sava is holding a $1.29 million check that is owed to the Debtor for services provided. The Debtor requested that Sava make the payment to the Debtor directly, but ARA threatened legal action if Sava pays the Debtor. With its revenue stream cut off the Debtor is now barely able to operate and the once thriving business is on the verge of collapse. Accordingly, the Debtor has determined in its business judgment that filing this chapter 11 bankruptcy case would best enable the Debtor to collect the funds due to it and reorganize its debt, while continuing to operate and earn income About Keys Medical Staffing Keys Medical Staffing, LLC, is a medical staffing company formed by Dr. Theresa Jones and Dr. Linnie Fletcher in 2016. Keys Medical Staffing, LLC, sought protection under subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20573) on June 28, 2022. In the petition filed by Christy Collins-French, as chief operating officer, the Debtor estimated assets between $1 million and $10 million and liabilities between $500,000 and $1 million. William A. Rountree, of Rountree Leitman Klein & Geer, LLC, is the Debtor's counsel. KOD GLOBAL: Sale of Suwanee Property to VanDyke for $700K Approved ------------------------------------------------------------------ Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized KOD Global LTD, LLC's sale of the real property located at 4790 Ashwell Lane, in Suwanee, Georgia 30024, to K Angelynn VanDyke for $700,000. The Real Estate Purchase Agreement, including any amendments, supplements, and modifications thereto, and all of the terms and conditions therein, is approved. A hearing on the Motion was held on June 23, 2022. The Sale is free and clear of all liens, claims and encumbrances. Upon closing of the Sale, all liens, claims, and encumbrances on the Property will attach to the proceeds of the Sale. The closing agent is authorized to pay all closing related expenses, including but not limited to, outstanding property taxes, utilities, brokerage fees or commissions, or other associated itemized closing expenses. The Debtor is authorized to take all actions necessary to close the Sale and to comply with the Purchase Agreement. The 14-day stay of Rule 6004(h) is waived and the provisions of the Order are immediately effective and enforceable upon its entry. About KOD Global KOD Global LTD LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)) and Railroad (as defined in 11 U.S.C. Sec. 101(44)). KOD Global sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 22-20385) on May 2, 2022. In the petition signed by Shauna A. Johnson, sole member, the Debtor disclosed up to $1 million in estimated assets and up to $500,000 in estimated liabilities. William A. Rountree, Esq., at Rountree Leitman & Klein LLC is the Debtor's counsel. KOD GLOBAL: Selling Suwanee Real Property to VanDyke for $700K -------------------------------------------------------------- KOD Global LTD, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to sell the real property located at 4790 Ashwell Lane, in Suwanee, Georgia 30024, to K Angelynn VanDyke for $700,000. The Debtor owns the Property. There is one mortgage lien on the property, which is held by Skybeam Capital Reit, LLC. The Secured Creditor's approximate payoff as of May 16, 2022 was $489,084.30. The Debtor is not aware of any other creditors asserting liens on the Property. The Debtor requests entry of an order, authorizing the Debtor to sell the Property on the terms set forth in the Purchase Agreement free and clear of liens, claims, and encumbrances, with all liens or security interests of the Secured Creditor attaching to the proceeds of the sale. 8. As shown in the Real Estate Purchase Agreement, the Debtor proposes to sell the Property for $700,000. The Debtor submits that the proposed purchase price amounts to fair market value for the Property. The closing is scheduled for Aug. 30, 2020. The Debtor has determined that selling the Property pursuant to the Purchase Agreement is in the best interests of the estate and its creditors. The Debtor requests that the order granting the Motion be effective immediately by providing that the 14-day stays applicable under Rule 6004(h) of the Bankruptcy Rules be waived. A copy of the Agreement is available at https://tinyurl.com/4h8jyhm2 from PacerMonitor.com free of charge. About KOD Global KOD Global LTD LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)) and Railroad (as defined in 11 U.S.C. Sec. 101(44)). KOD Global sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 22-20385) on May 2, 2022. In the petition signed by Shauna A. Johnson, sole member, the Debtor disclosed up to $1 million in estimated assets and up to $500,000 in estimated liabilities. William A. Rountree, Esq., at Rountree Leitman & Klein LLC is the Debtor's counsel. KRUGER PACKAGING: DBRS Confirms BB(high) Issuer Rating ------------------------------------------------------ DBRS Limited confirmed the Issuer Rating and Senior Unsecured Notes rating of Kruger Packaging Holdings L.P. at BB (high) with Stable trends. The rating confirmations reflect KPH's solid operating performance during the Coronavirus Disease (COVID-19) pandemic, despite the disruptions to supply chain and end markets. The ratings continue to be supported by (1) KPH's exposure to the less volatile paper packaging industry relative to other subsectors of forest products industry; (2) stable, nondiscretionary end-market customers, including in food & beverages and nondurable consumer products segments; and (3) low-cost, efficient operations. The ratings are additionally supported by a conservative financial policy and low leverage for the rating category. However, the ratings are constrained by the Company's lack of size and market position in the North American containerboard segment, lack of diversification in the broader paper and forest products industry, exposure to volatile input costs, and relatively low (albeit increasing) forward integration into its corrugated box plants. The Stable trends reflect DBRS Morningstar's expectation that KPH's key credit metrics will continue to support the overall ratings. KPH's earnings and cash flow increased in 2021 compared with 2020 because of favorable pricing environment across product segments, including containerboard and pulp products. The Company's key credit metrics also improved because of higher earnings and lower debt levels. KPH generated 81% and 84% of revenue and EBITDA, respectively, in 2021 from its Containerboard, Paperboard & Boxes segment, with the remainder from the Paper & Pulp Products segment. EBITDA from Paper & Pulp Products segment improved in 2021 as a result of strong prices and low chip costs. However, given that North American demand for newsprint has been in secular decline for many years now, the Company has appropriately scaled down operations in this segment over the last several years. DBRS Morningstar expects KPH's 2022 EBITDA to increase year over year as a result of projected higher average containerboard prices, partly offset by expected higher old corrugated containers costs and inflationary pressure on operating costs. However, DBRS Morningstar expects containerboard prices to moderate in 2023 as a result of planned incremental containerboard capacity additions of approximately 2,800 thousand metric tons (TMT) to the North American market. KPH recently announced the construction of a new U.S. greenfield box plant in Elizabethtown, Kentucky. The expected total capital cost for the project is USD 142 million, excluding startup capital. The project is projected to begin operations in 2022 and reach full capacity by end of 2026. At maturity, the new box plant is anticipated to increase forward integration for KPH's linerboard production from 42% to about 70%. DBRS Morningstar estimates adjusted debt-to-EBITDA increasing to about 1.8 times (x) in 2022 compared with 1.5x in 2021 because of additional project debt incurred for capex related to the planned new box plant partly offset by expected higher earnings and periodic repayments of the Investissement Québec loan and equipment loans. DBRS Morningstar expects KPH to continue to benefit from its relatively stable end markets in the containerboard segment and its conservative financial policy for the rating category. DBRS Morningstar believes a negative rating action is unlikely in the near term. DBRS Morningstar could consider a positive rating action if there is a substantial improvement in the business risk profile. Notes: All figures are in Canadian dollars unless otherwise noted. KW EXCAVATION: Wins Cash Collateral Access ------------------------------------------ The U.S. Bankruptcy Court for the District of Utah authorized KW Excavation, Inc. to use cash collateral on an interim basis to pay post-petition expenses incurred in the ordinary course of business until the Court holds a further hearing. A further hearing on the Debtor's request is scheduled for August 5, 2022 at 10 a.m. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral, including on an immediate, interim basis, in order to preserve the value of estate assets and accomplish its strategic objectives to maximize the value of the estate. Currently, the Debtor lacks sufficient unencumbered funds with which to operate its business on an ongoing basis. The entities with known interest in the cash collateral are Funderslink and Platinum Rapid Funding Group, which have been listed by the Debtor on its list of creditors. The Debtor intends to use the cash collateral to pay post-petition expenses incurred in the ordinary course of business and to pay any pre-petition expenses the Court permits to be paid. According to the Debtor's records, Funderslink's claim as of the lien date was $165,000 and Platinum's was $298,000. According to the information available to the Debtor, any security interest Platinum has is unperfected. The Debtor is directed to file with the Court materials for the Court to review at the Final Hearing, including a report of the use of the cash collateral in the interim period and a 3-month projected budget for the ongoing use of cash collateral by July 29. A copy of the order is available at https://bit.ly/3P10PFw from PacerMonitor.com. About KW Excavation, Inc. KW Excavation, Inc. provides utility system construction services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 22-21925) on May 25, 2022. In the petition signed by Janeice Whitaker, president/owner, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge William T. Thurman oversees the case. Knufe Rife, Esq., at Rife Law Office is the Debtor's counsel. LAMAR ADVERTISING: Egan-Jones Retains BB- Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on June 21, 2022, retained 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Lamar Advertising Company. Headquartered in Baton Rouge, Louisiana, Lamar Advertising Company owns and operates outdoor advertising structures in the United States. LAREDO PTEROLEUM: Egan-Jones Retains B- Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company on June 16, 2022, retained 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Laredo Petroleum, Inc. Headquartered in Tulsa, Oklahoma, Laredo Petroleum, Inc. is an independent oil and gas company. LECLAIRRYAN PLLC: Court Okays $21 Mil. UnitedLex Settlement ----------------------------------------------------------- A Virginia bankruptcy judge approved a $21 million settlement between the Chapter 7 trustee for defunct law firm LeClairRyan PLLC and the legal services provider she accused of bleeding the firm of millions and driving it into liquidation. In an opinion from U.S. Bankruptcy Judge Kevin R. Huennekens, the court said the settlement with UnitedLex is fair and reasonable and resolves complex and potentially costly litigation among the parties that has already been pending for more than a year. The settlement agreement will result in the Debtor's estate receiving $14.75 million on or before the closing date, and an additional $6.25 million within the next two years. Additionally, ULXP will waive its claims against the Debtor's estate. Both adversary proceedings against ULXP and CVC Capital Partners will be dismissed. The Court declined to exclude the "Improvident Payment" from the Settlement Agreement. It notes that striking the Improvident Payment would be impermissible blue penciling under Virginia law. Accordingly, the Court approved the Settlement Agreement in full. Quinn Emanuel Urquhart & Sullivan, LLP, agreed to be compensated for its work in the ULX Adversary Proceeding on a 35% contingency fee basis pursuant to 11 U.S.C. Sec. 328. The U.S. Trustee noted that the Improvident Payment will provide Quinn with an improper windfall. If Quinn's contingency fee is to be calculated based on the payment of the total settlement amount of $21 million without subtracting the Improvident Payment, then Quinn would be earning fees on fees. The Court agreed with respect to Quinn's contingency fee. Given the nature of the Improvident Payment, Quinn should not receive its contingency fee of 35% on the $3.15 million Improvident Payment. Quinn's contingency fee will be as follows: from the total settlement amount ($21 million), the parties shall deduct certain costs and expenses, and the Improvident Payment ($3.15 million) -- Quinn will be entitled to 35% of the net amount. "The settlement agreement is a proper exercise of the trustee's business judgment, meets the standards established by the Fourth Circuit for the approval of a compromise and settlement in bankruptcy, and is reasonable, fair, and equitable and supported by adequate consideration," according to Judge Huennekens' June 28 opinion. The ULX Adversary Proceeding is Tavenner v. ULX Partners, LLC, Adv. Pro No. 20-3142-KRH. The CVC Adversary Proceeding is Tavenner v. CVC Capital Partners, Adv. Pro. No. 21-03095-KRH. By her complaints, the trustee alleges that the defendants had engaged in certain prepetition conduct intended to strip the Debtor of its valuable assets without consideration for the benefit of a joint venture, which benefits would flow from the ULX defendants to the affiliates of the CVC defendants. The CVC complaint included six counts for unjust enrichment, misappropriation of trade secrets under the Virginia Uniform Trade Secrets Act ("VUTSA"), conspiracy, breach of fiduciary duty, and constructive fraud. The Trustee's First Amended Complaint vs. ULX, et al., includes 34 counts, ranging from violations of the VUTSA to conspiracy and breaches of fiduciary duty. About LeClairRyan PLLC Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional, and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor's operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its affairs. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth represented LeClairRyan in the case. Protiviti was the Debtor's financial adviser for the liquidation. The bankruptcy case was converted to a Chapter 7 liquidation on Oct. 24, 20219. Lynn L. Tavenner was named a Chapter 7 trustee, and then Benjamin C. Ackerly, a successor trustee. The Chapter 7 trustee Ackerly's counsel: Tyler P. Brown Hunton Andrews Kurth LLP Tel: 804-788-8200 E-mail: tpbrown@huntonak.com LIBERATED SPECIALTY: CSEBY Trust Buying Madison Property for $475K ------------------------------------------------------------------ Liberated Specialty Foods, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to sell its commercial kitchen located at 9048 Segers Road, in Madison, Alabama 35756, along with certain personal property, to CSEBY Trust for $475,000. Pre-petition, the Debtor owned and operated the Segers Road Property. It leased this real property from Jeff and Stacey Schlaman, who are the majority stockholders in the Debtor. The real property is encumbered by a first mortgage to First Nation Bank of Pulaski ("FNB") in the amount of $167,326.51. Pre-petition, the Debtor and the Schlamans entered into a loan agreement with First Bank of the Lake, pursuant to which the Debtor borrowed the principal amount of $1.01 million. This loan is secured by a second mortgage on the Segers Road Property as well as a security interest in the commercial kitchen equipment owned by the Debtor. Also, in conjunction with obtaining this loan, the Schlamans and the Debtor entered into a Subordination, Non-Disturbance and Attornment Agreement with First Bank, pursuant to which the Debtor subordinated its interest in the real property to the Bank. Pre-petition, the Debtor actively marketed the property for sale in an attempt to procure a purchaser for the property. These efforts began with the assistance of Jim Smoot of Samples Properties and consisted of internet-based broker-to-broker advertising, local advertising, email marketing campaigns sent to brokers state wide, as well as marketing the property to high-net-worth property investors and companies. The Debtor has filed a motion with the Court to employ Mr. Smoot to assist the Debtor in the sale of the real and personal property, because these efforts continued post-petition. The Debtor has now received an offer to purchase the real property along with certain personal property from CSEBY Trust for the sum of $475,000. The Parties have executed their Sales Contract. The Debtor therefore requests authority to sell the real and personal property free and clear of all liens, claims, interests, and encumbrances. It further proposes that the liens of both FNB and First Bank should attach to the sale proceeds and be paid according to their priority at closing. A copy of the Contract is available at https://tinyurl.com/2p9fkvf3 from PacerMonitor.com free of charge. About Liberated Specialty Foods Liberated Specialty Foods, Inc. -- https://liberatedspecialtyfoods.com/ -- produces convenient food products for specialty diet. Liberated Specialty Foods, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 22-80777) on May 6, 2022, listing up to $100,000 in assets and up to $1 million in liabilities. Linda B. Gore serves as Subchapter V trustee. Judge Clifton R. Jessup, Jr. oversees the case. Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC represents the Debtor as legal counsel. LOYALTY VENTURES: S&P Downgrades ICR to 'B', Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Dallas-based consumer loyalty solutions provider Loyalty Ventures Inc. (LVI) to 'B' from 'B+' and its issue-level rating on the company's term loan to 'B+' from 'BB-'. The '2' recovery rating on the debt is unchanged. S&P said, "The negative outlook reflects our view of uncertainty associated with the timing and magnitude of reward redemption, potentially lower Air Miles issuance following the loss of Sobeys Inc., limited visibility of existing coalition partners' behavior toward the Air Miles Reward Program, and execution risk associated with the segment's ability to sign up new partners and meaningfully improve its operating performance. It also incorporates the risks of slower recovery in the company's BrandLoyalty segment that will keep Loyalty's debt to EBITDA in the in the 5.5x-6.0x range through 2023. "The downgrade and negative outlook reflect our unfavorable view of the company's loss of key coalition partners amid weakening macroeconomic conditions. In early June, LVI announced that Sobeys Inc., and other retail brands (such as IGA in Quebec, Safeway Inc., and Lawton) has decided to exit from the AIR MILES partnership starting in August 2022. Sobeys contributed about 10% of the company's total EBITDA but higher Air Miles issuance volumes. We view the loss of this key customer as negative to Loyalty's credit profile and, more important, to the company's business risk profile, and believe that there are significant execution risks associated with Loyalty's ability to sign up new partners amid anticipated macroeconomic weakness. Furthermore, there is a risk that new customers might not offset the EBITDA generated from Sobeys. We also believe that loss of other key coalition partners within the past two years (Rexall Pharmacy Group Ltd., LCBO, and Sobeys) further increases customer concentration and narrows the scale of the business. The company also has significant sponsors/coalition partners concentration with large financial institutions (Bank of Montreal, American Express Co.) a Canadian grocery chain (Metro Inc.), and gas stations, all contributing to majority of total Air Miles issued. We view that the competitive landscape for LVI could further intensify in the medium term, which amplifies the risks of the company losing additional key coalition partners and eventually active memberships. Over the next 12 months (through 2023), we estimate a meaningful decline in miles issued and believe that its operating performance is exposed to greater volatility over the next 12-18 months. The company also plans to incur an additional US$20 million-US$25 million of costs as a part of the collector's value proposition program in 2022, which could further pressure EBITDA for 2022." The company's BrandLoyalty segment designs and implements tailor-made loyalty programs for retailers worldwide. This segment faced headwinds through fourth-quarter 2021 and first-quarter 2022 mainly due to changes in the size and timing of campaign programs. As a result, the segment's revenue and EBITDA were meaningfully affected. Furthermore, ongoing supply-chain issues and the Russia-Ukraine conflict exacerbated the challenges for the BrandLoyalty segment. S&P said, "Credit metrics will remain elevated for the next 12-18 months. Due to the abovementioned reasons, we now expect LVI's overall EBITDA (on an S&P Global Ratings' adjusted basis) in the US$125 million-US$130 million range for 2023 and EBITDA margins of 11%-12%, which is a meaningful deterioration from our previous expectation of 16.0%-16.5%. We also expect the company's debt to EBITDA ratio will remain elevated in the 5.5x-6.0x range through 2023. Based on our base-case forecast, we expect fixed-charge coverage ratio of about 1x through 2023. We believe that the loss of major customers, slower revenue recovery at BrandLoyalty, changes to consumer behavior and spending patterns, and meaningfully higher rewards point redemption at higher redemption costs could cause greater volatility in the company's EBITDA and margins. "We expect the company will maintain a sufficient liquidity cushion over the next 12 months. The Air Miles program is significantly exposed to the risk that, in a given year, points redemption activity could be meaningfully higher than expected. Similarly, the costs related to redemptions could increase, leading to volatility in LVI's profitability and cash flows. To manage through the cycles of rewards issuance and redemptions, the company has created a redemption settlement asset trust, an escrowed trust that is principally designated for settling the redemption of Air Miles by collectors in Air Miles programs. S&P Global Ratings considers the net flow of funds into and from the redemption settlement asset trust as an operating cash flow activity. At the same time, we make the necessary changes to deferred revenues, reflecting them either as a source or use of cash depending on whether there have been points issued or redeemed. Due to elevated redemption activity and meaningfully lower points issuance compared with the pre-pandemic period (lower points issuance indicates that there is lower deferred revenues) and modestly higher working capital requirements and capital expenditure (capex), we anticipate that, in 2022, the company will generate lower free cash flows in the US$15 million-US$20 million range compared with sizable free cash flows in our previous estimates. However, Loyalty has an unrestricted cash balance of US$140 million as of March 31, 2022, and has about US$130 million available under its US$150 million revolving credit facility (RCF), which should provide adequate liquidity cushion for the next 12 months. Although we anticipate redemptions could remain elevated through 2022, the trust should limit the adverse effect on Loyalty's liquidity position, in our opinion. "The negative outlook reflects our view of uncertainty associated with the timing and magnitude of reward redemption, potentially lower miles issuance, limited visibility of existing coalition partners' behavior toward the AIR MILES program, and execution risk associated with Loyalty's ability to sign up new partners and meaningfully improve its operating performance. The outlook also incorporates the risks of slower recovery in the company's BrandLoyalty segment that will keep the leverage ratio elevated in the 5.5x-6.0x range through 2023." S&P could lower the ratings if debt to EBITDA weakened to over 7x and fixed-charge coverage weakened below 1x due to poor operating performance from one or a combination of the following: -- Further loss of key customers and inability to sign-up new coalition partners -- Elevated points redemptions activity at a higher-than-anticipated cost of redemption, and lower points issuance revenues -- Weaker revenues and poor recovery in the BrandLoyalty segment S&P said, "Although unlikely within the next 12 months, we could revise the outlook to stable if the company demonstrates meaningful growth in its sponsor/coalition partner profile, which also contributes to meaningful revenues and EBITDA growth. We could also consider a stable outlook if Loyalty sustains a debt-to-EBITDA ratio of about 5.0x-5.5x." ESG credit indicators: E-2, S-3, G-2 Social factors are a moderately negative consideration in S&P's credit rating analysis of Loyalty. Pandemic-related travel restrictions had an impact on the company's historical loyalty points redemption patterns, reducing operating performance such that EBITDA dropped by 15% for year-end 2020. Partially offsetting this risk is the diversity in avenues for points redemption, such as groceries, which support the company's revenues and EBITDA. MED EQUITY: AB Capital Offers $4.75-Mil. for Los Angeles Property ----------------------------------------------------------------- Med Equity, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California of bidding procedures relating to the sale of the real property located at and commonly known as 871 Linda Flora Dr., in Los Angeles, California 90049, to AB Capital LFD, Inc., for $4.75 million, subject to overbid. A hearing on the Motion is set for July 20, 2022, at 10:00 a.m. On June 4, 2021, the Qwan Lenders filed proof of claim No. 4 in the amount of $3,734,240.80 to which the Debtor objected. On Oct. 19, 2021, the Court approved a settlement of the Claim Objection. Under the Settlement, the Qwan Lender's Claim was allowed as filed and, through a separate purchase agreement, Pukini or his nominee acquired the right to purchase the Qwan Lenders' Claim by a date certain provided Pukini caused the Qwan Lenders to be paid $315,000 as a down payment for the purchase of the Qwan Lenders' Claim. The Down Payment was paid, but, the sale of the Qwan Lenders' Claim did not close by the date certain. Pursuant to the Settlement, the Down Payment has been applied to the Qwan Lenders' Claim. The Debtor expects to receive proof of funds from Buyer prior to the hearing on the Motion. It will file a declaration confirming receipt of proof of funds, or that the funds have been deposited into escrow. The Debtor has conducted a search of publicly recorded liens, claims, and interests in the Property. It has determined the Property may be subject to the following secured claims or liens: 1. 12/07/2008 - Qwan Lenders in the amount of $4.5 million (disputed); 2. 03/18/2019 - Joshua Pukini Trust in the amount of $2.5 million (disputed); and 3. 06/05/2019 - Cal Pac Mortgage Fund, LLC (FCI Lender) in the amount of $2 million (disputed). The Joshua Pukini Trust and the Cal Pac Mortgage Fund, LLC claims are insider claims and will be voluntarily withdrawn. On May 25, 2022, the Debtor and the Buyer entered into a California Residential Purchase Agreement and Joint Escrow Instruction wherein the Buyer has agreed to purchase the Property for $4.75 million. The Stalking Horse Offer included proof of funds, a 45-day contingency period, and a 3% good faith ($142,500) deposit, which becomes non-refundable if the Buyer becomes the winning bidder. The Buyer is purchasing the Property in an "as-is, where is, with all faults." Thus, the Debtor now seeks an order approving the sale of the bankruptcy estate's right, title, and interest in the Property to the Buyer for $4.75 million, subject to overbid. The Debtor believes that the proposed sale to the Buyer (or to any over bidder) would pay all claims secured by the Property and generate substantial funds for the Estate. The Property has been marketed for sale through Rodeo Realty, Inc. since Feb. 17, 2022. Until receiving the Stalking Horse Offer, Debtor had received only one offer of $3 million. The Debtor's manager, Josh Pukini is also a shareholder of the Buyer as is Ryan Young, Young and Pukini are also members of the Buyer's broker, CalPac Management, Inc. The Debtor proposes to distribute the sale proceeds in the following amounts estimated, based on an initial gross sale price of $4.75 million as follows: (i) Property Taxes (estimated) - $0; Qwan Lenders - $4,060,6816; Real Estate Commissions (at 5%) $237,500; Title, escrow, and incidental costs - $5,000 (Est). The remaining net amount is $446,819. The Debtor requests that the Court authorizes it to implement the following overbid procedures, with the auction to be conducted by it before the Court at the time that the Motion is heard: 1. Bid Deadline - No later than two business days prior to the commencement of the scheduled hearing on the Sale Motion. 2. Deposit - $145,500 (3% of initial Overbid) 3. Auction - Any Overbid must remain open until the conclusion of the auction of the Property to be held at the hearing on the Motion. 4. Overbid Amount - $4.85 million 5. Any Overbid must be for the Property "as is, where is, and with all faults" and will not contain any ﬁnancing, due diligence, or any other contingency fee, termination fee, or any similar fee or expense reimbursement, and must otherwise agree to substantially the same terms as set forth in the Stalking Horse Offer. 6. Bid Increment - $25,000 7. The Winning Bidder must pay, at the closing, all amounts reflected in the Winning Bid in cash and such other consideration as agreed upon. The Debtor seeks authority to complete the sale free and clear of all liens, claims, and interests. The Debtor is in the process of analyzing, in consultations with its tax professionals, whether or not there will be any tax consequences to the Property sale. The Property was held in the name of a limited liability company and it is unclear whether it was ever depreciated by the Debtor or the nominee title holder. The Debtor believes a sale of the Property to the Buyer or to a successful overbidder is in the best interest of the Estate and that good cause exists for the Court to approve the sale. In order to facilitate the timely and speedy close of escrow, Debtor respectfully requests that, absent any opposition, the 14-day stay of effectiveness of the sale order be waived in order to allow escrow to proceed without delay. A copy of the Agreement is available at https://tinyurl.com/ydtps39d from PacerMonitor.com free of charge. About Med Equity Med Equity, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12447) on March 26, 2021, disclosing $1 million to $10 million in both assets and liabilities. Joshua R. Pukini, managing member, signed the petition. Judge Ernest M. Robles oversees the case. The Debtor tapped Fredman Lieberman Pearl LLP as legal counsel. MEZZ57TH LLC: Lifetrust Buying JBI's Policy w/ Principal for $1.7MM ------------------------------------------------------------------- John Barrett Inc., an affiliate of Mezz57th LLC, asks the U.S. Bankruptcy Court for the Southern District of New York to approve the sale of the $5 million portion of its life insurance policy with Principal Life Insurance Co. to Lifetrust LLC for $1,694,000. John Barrett Inc. or JBI is the owner of a "key man" life insurance policy with Principal Life Insurance Co. The Policy is a $10 million term policy that can be converted to permanent, thereby making the Policy saleable on the open market. John Barrett is the beneficiary. On May 10, the Court entered an order authorizing JBI to retain Valmark Securities, Inc. Valmark marketed a $5 million portion of the Policy for sale by launching an auction process where providers bid against each other over the course of numerous rounds of bidding. Ultimately, the unique process ended with LifeTrust, LLC, a licensed provider based in New York, offering $1,694,000 in what was determined to be the highest market value for the $5 million portion of the Policy. To the Debtor's knowledge, LifeTrust is not insider of the Debtor and has no known connections with any party connected to the bankruptcy case. The auction and proposed sale were conducted at arms-length and with no collusion. The transaction has been proposed and negotiated in good faith. Concurrently with the filing of the Motion, the Debtor is submitting the Declaration of Doug Wilburn which demonstrates the following: a. Time, date and place of sale: Auction start date: March 15, 2022; auction end date April 7, 2022; The auction was conducted online from Valmark's Akron, Ohio headquarters. b. Gross dollar amount of sale: $1,694,000 c. Commissions to Valmark: $250,000 d. Purchaser: Lifetrust LLC, 330 Madison Avenue, 6th Floor, New York NY 10017 e. Number of people attending the auction: 17 f. Manner and extent of advertising of sale: Valmark marketed to its network of providers who purchase policies for their institutional buyers. The Debtor respectfully submits that the foregoing is in compliance with Rule 6004-1(f) of the Local Rules of Bankruptcy Procedure. Valmark is entitled to $250,000 compensation. After payment of Valmark's compensation, there would be net proceeds to the JBI estate of $1,444,000. Consistent with the Valmark Retention Order, JBI seeks authority to pay Valmark compensation in the amount of $250,000. A copy of the Agreement is available at https://tinyurl.com/2pm4kbtc from PacerMonitor.com free of charge. About Mezz57th LLC New York-based Mezz57th LLC, a provider of luxury beauty salon, spa and related services under the name John Barrett, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-11316) on May 29, 2020. In the petition signed by John Barrett, president and managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Sean H. Lane oversees the case. Ballon Stoll Bader & Nadler, P.C., serves as bankruptcy counsel to the Debtor. MGAE INC: Seeks Interim Cash Collateral Access Thru July 31 ----------------------------------------------------------- MGAE, Inc. asks the U.S. Bankruptcy Court for the District of Connecticut for authority to use cash collateral and provide adequate protection to secured creditors. The Debtor requires the use of cash collateral for the purpose of maintaining and operating its business, including, but not limited to paying expenses for payroll, overhead, tax escrow payments, insurance payments and other miscellaneous maintenance and ordinary course of business fees and expenses. The Debtor anticipates it will require the use of approximately $106,538 of cash collateral for the 30-day period from July 1 through July 31. The Debtor is obligated under a promissory note to Security Plus Federal Credit Union dated November 5, 2019, in the amount of $1,600,000. The Bank possess valid duly perfected security interest in, inter alia, the rents generated from the real property, and all funds received by the Debtor constitute cash collateral within the purview of Section 363 of the Bankruptcy Code. As adequate protection, Security Plus Federal Credit Union will be granted replacement liens on all accounts receivable generated by the business after the filing of the petition pursuant to 11 U.S.C. Section 361(2) to the extent of any diminution in value of the respective interests to the extent such interests are determined to be valid and perfected interests in the cash collateral and to the extent of such cash collateral is in fact used and make monthly Adequate Protection Payments to it. The Debtor believes there are not any carve-outs, or subordinations, from liens or super priorities. There are no cross-collateralization provision that elevates pre-petition debt to administrative expense, or higher, status or that secures pre-petition debt with liens on postpetition assets which liens the creditor would not otherwise have by virtue of the pre-petition security agreement or applicable law. The use of cash collateral will cease on (i) the filing of a challenge to the lender's pre-petition lien or the lender’s pre-petition claim based on the lender's pre-petition claim; (ii) entry of an order granting relief from the automatic stay other than an order granting relief from the stay with respect to material assets; (iii) the grant of a change of venue with respect to the case or any adversary proceeding; (iv) management changes or the departure, from the Debtor, of any identified employees; (v) the expiration of a specified time for filing a plan; or (vi) the making of a motion by a party in interest seeking any relief (as distinct from an order granting such relief). A copy of the order is available at https://bit.ly/3OSwTw1 from PacerMonitor.com. About MGAE, Inc. MGAE, Inc. owns a real property in Hartford, Connecticut, having a current value of $4.55 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 22-20316) on May 9, 2022. In the petition signed by Michael Ancona, principal, the Debtor disclosed $4,839,000 in assets and $1,950,000 in liabilities. Judge James J. Tancredi oversees the case. Joseph J. D'Agostino, Jr., LLC, is the Debtor's counsel. MORAVIAN MANORS: Fitch Affirms BB+ Rating on 2019A Facility Bonds ----------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on the following bonds issued by the Lancaster County Hospital Authority on behalf of Moravian Manors, Inc. (Moravian): -- $17.3 million health care facilities revenue bonds series 2019A. Fitch has also affirmed Moravian Manors Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. SECURITY Security interest in pledged assets (including gross receipts), a mortgage on Moravian's property and series specific debt service reserve funds. ANALYTICAL CONCLUSION The 'BB+' rating reflects the expected stability of Moravian's financial profile through Fitch's forward-looking scenario analysis. Moravian's leverage burden is elevated as a result of recent bond issuance and bank financing to fund an extensive independent living unit (ILU) expansion project on the newer Warwick Woodlands portion of the campus. Moravian's midrange revenue defensibility continues to be supported by its robust ILU occupancy, including the fill up of the expansion project, despite competition in the area. Fitch expects operating risk metrics to stabilize and show gradual improvement as a result of recent cost containment initiatives and completion of the expansion project, particularly as newer ILUs generate revenues and census levels in ALU and SNF recover towards pre-pandemic levels. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Strong Independent Living Occupancy Moravian's midrange revenue defensibility reflects its history of strong demand despite competition, and affordable entrance fees relative to local home prices and average resident net worth. Over the last five years, independent living unit (ILU) occupancy has averaged 93%, assisted living unit (ALU) has averaged 85% and skilled nursing facility (SNF) occupancy has averaged 83%. ILU occupancy remained strong through FY21 at 98%. As a result of pandemic related disruptions ALU and SNF occupancy softened from pre-pandemic levels to 76% and 73% respectively at 2021 FYE. Starting in fall 2021 Moravian began limiting SNF admissions as a result of staffing pressures in order to match census with staffing availability. Management expects this to largely continue through the rest of FY22. There are several competing life plan communities (LPCs) in the primary market area (PMA), but they have not materially impacted Moravian's ability to fill its units as indicated by its history of strong demand and a solid waitlist. Additionally, Moravian benefits from its location within walking distance to downtown Lititz. Wealth indicators in Lancaster County, PA are favorable to state and national levels. Moravian's weighted average entrance fee (WAEF) is approximately $360,000, which is affordable relative to prevailing home prices and wealth levels in the PMA. The typical home price in Lititz is about $372,000 according to Zillow; additionally, management reports that average resident net worth is about $1.4 million. Moravian has regular entrance fee and monthly service fee increases of historically between 3%-5%. Operating Risk: 'bbb' Expectations for Improved Operations and Capital-Related Metrics Moravian Manors is a Type-C community that operates a single-site life plan community (LPC). Moravian's capital investment has been very healthy, with capex to depreciation averaging approximately 687% over the last five years due to the significant capex spend for the ILU expansion which was financed with 2019 bond proceeds and bank financing. Fitch expects capex to moderate over the near term as Moravian focuses on refreshing existing units and maintaining the original portion of the campus. As a result of this period of significant capex, Moravian's average age of plant has decreased over time to a healthy 8.4 years in FY21. In the first half of 2022, Moravian opened the most recent phase of its Warwick Woodlands project, which included 16 carriage homes. The Warwick Woodlands portion of campus is located a few blocks from the main campus on a 72-acre property. In late 2017, the first portion of Phase I of the project added 80 carriage homes. The second portion of Phase 1 added 54 apartment units and 5 additional carriage homes in 2019. In late 2020, Phase 2 completed 71 carriage homes. The 71 carriage homes portion were financed with 2019 bond proceeds, the rest of the ILU expansion was financed with bank debt. The new ILU's have been successfully filled and Moravian has absorbed the project debt at the current rating level. Moravian demonstrates an adequate ability to absorb operating cost volatility due to its Type-C contracts, evidenced by its midrange cost management metrics. Over the last five years operating ratio has averaged 96.3% and net operating margin (NOM) has averaged 4.9%. NOM-adjusted (NOMA) averaged a softer 8.1 % over the last five years. In FY21 operating ratio was 86.6% and NOM was 16.3%; aided by approximately $700,000 in CARES stimulus and a $2.8 million PPP loan that was forgiven. Management reports benefits are materializing from a series of cost containing initiatives that began in fiscal 2020. Moravian implemented non-clinical workforce reductions, freezing open positions and engaging a consultant to right-size hours per patient day for nursing staff. The estimated annual cost savings are roughly $1.5 million; however, some of these net savings have been reduced due to labor and inflationary pressures. As a result of the cost containing initiatives and completion of expansion project, Fitch expects cost management metrics to strengthen further remaining consistent with the midrange assessment. Moravian's capital-related metrics are elevated, driven by recent debt issues to finance the recent projects with five-year average revenue only maximum annual debt service (MADS) coverage of .7x, and debt-to-net available of 17.4x. In FY21 MADS to revenue was 14.8%. Fitch expects key capital related metrics to moderate to a midrange assessment level as the new ILUs continue to generate strong demand, and the debt amortizes. Financial Profile: 'bb' Long-Term Liabilities Elevated; Stable Liquidity Moravian ended FY21 with cash-to-adjusted debt of approximately 36% and MADS coverage of 1.5x. These softer liquidity and leverage metrics are largely a result of an elevated debt burden due to recent period of ILU expansion projects. Moravian had approximately 353 days cash on hand in FY21 compared with 308 in FY20, which is neutral to the financial profile assessment. Fitch's forward-looking scenario analysis shows Moravian maintaining key liquidity and leverage metrics that are consistent with a 'bb' assessment throughout the stress scenario. Fitch expects that as the ILU project matures and debt amortizes, leverage and liquidity metrics will improve. The forward-look assumes routine capex. Fitch's forward-look does not include any additional debt. The Warwick Woodland portion of campus has additional room for expansion, however management indicates there are no immediate plans. Fitch will incorporate future expansion projects into the rating as details emerge. Asymmetric Additional Risk Considerations There are no asymmetric risk factors affecting this rating determination. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Consistent growth in unrestricted cash and investments, resulting in over 50% cash-to-adjusted debt even in Fitch's stress case scenario. -- Sustained improvement in the operating performance such that the operating ratio is sustained below 90% Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Decrease in demand for existing ILUs or deterioration in operating performance resulting in lower operating ratio sustained at above 100%; -- Unanticipated borrowing or significant deterioration in cash- to-adjusted debt to sustained levels below 30%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE Moravian is an LPC with a total of 315 ILUs (consisting of 200 carriage homes and 115 apartments), 36 ALUs, 100 SNF beds and 15 memory care (MC) units. Moravian is governed by an independent board of directors, which currently consists of 17 members, including one resident, members can serve three successive four-year terms. Moravian's main campus opened in 1974 and is located about 10 miles north of Lancaster, PA and 30 miles east of Harrisburg, PA in the town of Lititz. The Moravian Church in Pennsylvania founded the organization in the 1950s to care for its aging members and only has a limited governance role. Asymmetric Additional Risk Considerations There are no asymmetric risk factors affecting this rating determination. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING PRIOR ---- ------ ----- Moravian Manors, LT IDR BB+ Affirmed BB+ Inc. (PA) Moravian Manors, LT BB+ Affirmed BB+ Inc. (PA) / General Revenues/1 LT MY LOVE OF CARE: Consensual Subchapter V Plan Confirmed by Judge ---------------------------------------------------------------- Judge John P. Gustafson has entered an order confirming a Consensual Plan under Subchapter V of My Love of Care Home Health Services, LLC. The Court discovered that the Plan and the Order Setting Confirmation Hearing and related Deadlines was served upon all creditors and parties in interests as required pursuant to said Order, and that no Objections to the Plan were filed within the time provided in said Order. Based upon the findings made by the Court at the confirmation hearing, the Court now finds that all the requirements for the confirmation of a consensual plan set forth in 11 U.S.C. Sec. 1191(a) have been satisfied. A copy of the Plan Confirmation Order dated June 28, 2022, is available at https://bit.ly/3ukAMBw from PacerMonitor.com at no charge. Attorneys for the Debtor: Steven Diller Eric R. Neuman DILLER & RICE 1105-1107 Adams Street Toledo, Ohio 43604 Phone: (419) 724-9047 eric@drlawllc.com About My Love of Care Home My Love of Care Home Health Services, LLC, is an Ohio Limited Liability Company formed in December of 2016. Its business operations consist of providing home assistance to persons in need of home care. My Love of Care Home Health Services filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-30454) on April 5, 2022. The Debtor is represented by Steven L. Diller, Esq. of DILLER AND RICE, LLC. NATIONAL JEWISH HEALTH: S&P Affirms 'BB+' Rating on 2012 Bonds -------------------------------------------------------------- S&P Global Ratings revised the outlook to positive from stable and affirmed its 'BB+' long-term rating on the Colorado Health Facilities Authority's series 2012 bonds and its 'BB+' underlying rating (SPUR) on the authority's series 2005 bonds, issued for National Jewish Health (NJH). S&P said, "At the same time, we affirmed our 'A/A-1' dual rating on the authority's series 2005 variable-rate revenue bonds issued for NJH. We base the rating jointly on the low correlation of our SPUR on NJH and the long-term rating on the letter of credit (LOC) provider, UMB Bank N.A. We base the short-term rating solely on the bank's credit quality. The LOC expires March 1, 2023." "The positive outlook reflects the growth and diversification of NJH's revenue base over the past several years through increased grants, consistent philanthropic support, and expanding partnerships and affiliations," said S&P Global Ratings credit analyst Chloe Pickett. The rating reflects S&P's view of NJH's: -- Favorable business position with a national reputation as the country's top respiratory hospital and research center, with strong demand from patients and other health care providers; -- Strategic affiliations and partnerships, which continue to expand clinical and geographic breadth and are increasingly financially accretive; and -- Consistent financial performance and cash flow, supported by a large donor base and history of successful capital campaigns. Partially offsetting the above strengths, in S&P's view, are the hospital's: -- Dependence on research grant and donor funding for a significant portion of revenue; -- Modest-but-improving days' cash on hand; and -- Elevated leverage and debt metrics, although risk is mitigated somewhat by SCL Health's guarantee of the debt. S&P said, "We view NJH's social risk as lower than our view of the sector, due to its location in the Denver market, which has experienced very strong population and employment growth over the past several years. In addition, given the specialty nature of its services and national reputation, NJH has broad patient draw across the country, as well as sizable joint ventures in New York and Philadelphia. The COVID-19 pandemic has also exposed NJH and all health care providers to additional health and safety social risks that have resulted in revenue pressure through lower volumes, and heightened expenses due to a tighter labor market and increased staffing needs. These factors could result in financial pressure in the near term. We analyzed NJH's environmental and governance risks relative to its economic fundamentals, market position, and management and governance and the corresponding effects on its financial profile and determined that they are neutral in our credit rating analysis. "We could raise the rating during the outlook period if NJH sees continued growth and diversification of revenue through its partnerships, contributing to stable financial performance, specifically cash flow and maximum annual debt service (MADS) coverage. Furthermore, we would also view favorably maintenance or continued improvement in unrestricted reserves and days' cash on hand. "We could revise the outlook to stable if NJH experiences sustained weaker financial performance, resulting in significantly lower MADS coverage. In addition, deterioration in the balance sheet strength through a reduction in unrestricted reserves or material additional debt would result in a negative rating action." NORSTROM INC: Egan-Jones Retains B+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on June 22, 2022, retained 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Nordstrom, Inc. Headquartered in Seattle, Washington, Nordstrom, Inc. is a fashion retailer of apparel, shoes, and accessories for men, women, and children. OCCIDENTAL PETROLEUM: Egan-Jones Retains BB Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on June 22, 2022, retained 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Occidental Petroleum Corporation. Headquartered in Houston, Texas, Occidental Petroleum Corporation explores for, develops, produces, and markets crude oil and natural gas. OCEANEERING INTERNATIONAL: Egan-Jones Retains B- Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on June 17, 2022, retained 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Oceaneering International, Inc. Headquartered in Houston, Texas, Oceaneering International, Inc. provides engineering services. OFFICE DEPOT: Egan-Jones Retains B Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on June 21, 2022, retained 'B' foreign currency and local currency senior unsecured ratings on debt issued by Office Depot, Inc. Headquartered in Boca Raton, Florida, Office Depot, Inc. operates a chain of office product warehouse stores in North America, Europe, Asia, and Central America. OUR ALCHEMY: Court Rejects Anderson's Fraudulent Transfer Claim --------------------------------------------------------------- Bonnie Eslinger of Law360 reports that a Delaware bankruptcy judge has rejected Anderson Media Corp.'s bid to dismiss a fraudulent transfer claim in litigation brought by the Chapter 7 trustee of defunct film and television show distributor Alchemy in the wake of a 2015 deal between the companies but tossed the suit's breach of fiduciary duty claims. In his Monday, June 27, 2022, decision, U.S. Bankruptcy Judge John T. Dorsey of the District of Delaware determined that trustee George Miller did not have standing to bring claims for breach of fiduciary duties and aiding and abetting breach of fiduciary duties against Anderson Media CEO Charles C. Anderson Jr. About Alchemy Our Alchemy, LLC, and Anderson Digital LLC, were distributors of DVD and other home viewing products to major retailers throughout the United States. Our Alchemy and Anderson Digital filed a Chapter 7 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11596 and 16-11597) on July 1, 2016. The Chapter 7 trustee: George L. Miller 1628 John F. Kennedy Blvd. Suite 950 Philadelphia, PA 19103 The Chapter 7 attorneys: Keith L. Kleinman Cozen O'Connor 302-295-2077 kkleinman@cozen.com David M. Klauder Bielli & Klauder, LLC 302-803-4600 dklauder@bk-legal.com John T. Carroll, III Cozen O'Connor 302-295-2028 jcarroll@cozen.com Steven M. Coren Kaufman, Coren & Ress, P.C. 215-735-8700 scoren@kcr-law.com OUTFRONT MEDIA: Egan-Jones Retains CCC Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company on June 16, 2022, retained 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by OUTFRONT Media Inc. EJR also retains 'C' rating on commercial paper issued by the Company. Headquartered in New York, New York, OUTFRONT Media Inc. leases advertising space on out-of-home advertising structures and sites. OWENS & MINOR: Egan-Jones Retains BB- Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company on June 16, 2022, retained the 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Owens & Minor, Inc. Headquartered in Virginia, Owens & Minor, Inc. distributes medical and surgical supplies throughout the United States. PACIFIC LINKS: KH Buying Substantially All Assets for $20.7-Mil. ---------------------------------------------------------------- Pacific Links U.S. Holdings, Inc., Hawaii MVCC LLC, Hawaii MGCW LLC, MDRE LLC, MDRE 2 LLC, MDRE 3 LLC, MDRE 4 LLC, and MDRE 5 LLC ask the U.S. Bankruptcy Court for the District of Hawaii to authorize the sale of substantially all their assets free and clear of liens and encumbrances to KH Gangwon Development, Inc., for $20.7 million, subject to overbid. A hearing on the Motion was set for July 1, 2022, at 2:00 p.m. The major asset of the Debtors is approximately 644-acres of entitled, master-planned development property commonly referred to as the "Makaha Valley Resort" in the Makaha Valley on Oahu, owned by the Subsidiary Debtors. MVCC owns and operates the Makaha East golf course, and has approximately 18 employees. MGCW owns the fallow Makaha West golf course. As of the Petition Date, approximately 44-acres of real property owned by MDRE 3 and MDRE 4 were subject to valid, enforceable pre-petition mortgages in favor of MRGC LLC and Kehalani Commercial Associates LLC, which had commenced a foreclosure action against MDRE 3 and MDRE 4 in the Circuit Court for the First Circuit Court of the State of Hawaii on March 18, 2020. As of the Petition Date, the approximately 600-acres of real property owned by MVCC, MGCW, MDRE, MDRE 2, MDRE 4 (as to just approximately three acres) and MDRE 5 were subject to disputed, pre-petition mortgages in favor of Tianjin Dinghui Hongjun Equity Investment Partnership, a Chinese limited partnership ("TDH" or "CDH"), which had commenced a foreclosure action against MVCC, MGCW, MDRE, MDRE 2, MDRE 4, and MDRE 5 in the First Circuit Court of the State of Hawaii on Jan. 22, 2021. On March 7, 2022, the Debtors filed its First Modified Second Amended Joint Chapter 11 Plan of Liquidation, which the Court confirmed recently. The Plan contemplates the sale of the Makaha Property free and clear of Towne's mortgages so long as Towne receives, by Dec. 31, 2022, the greater of $6 million or 30% of the gross sale price for the Makaha Property. The Plan also provides for the distribution of the proceeds of the sale of the Makaha Property after the conclusion of the fraudulent transfer adversary proceeding, and an auction of the Makaha Property in the event that a consensual sale does not close by Dec. 31, 2022. On May 16, 2022, the Debtors filed their Bid Procedures Motion. The PSA provides for the purchase and sale of substantially all of the Debtors' assets to KH for $20.7 million, subject to overbids and Court approval. The Property to be sold includes approximately 644 acres of land identified with Tax Map Key Nos. (1) 8/4/002: 5, 12, 53, 55, 56, 57, 67, 70, 76; (1) 8-4-019:032; (1) 8-4-020:15; (1) 8-4-021:068 (1) 8-4-023:14, 15; and (1)8-4-024-0001 (the “Land”), furniture, fixtures and equipment located and used in the Makaha East golf course operations, the tradename "Makaha Valley Country Club," and the assumption and assignment of the CBA. The PSA provides that the sale is subject to overbids from qualified bidders. KH has opened escrow at Title Guaranty Escrow Services and made the non-refundable deposit of $1.5 million as required under section 2.1 of the PSA. The major terms of the proposed sale are: a. Buyer: KH Gangwon Development, Inc., or assignee b. Purchase Price: $20.7 million c. Deposit: $1.5 million d. Closing date: Deadline to close of Aug. 2, 2022 e. Bidding Protections to KH as more fully set forth in Section 8.6.3 of the PSA, and in the Bid Procedures Motion. With respect to undisputed secured creditor Towne, it has consented to the proposed sale. By agreement, Towne will be paid the greater of $6 million or 30% of the gross sale price for the Makaha Property at closing. With respect to disputed secured creditor, TDH, its liens are disputed and subject to a pending fraudulent transfer lawsuit which is scheduled to go to trial during the week of June 27, 2022. For the avoidance of doubt, the sale of the Property would also be free and clear of any Encumbrances asserted by any government entity, including but not limited to the United States of America and the State of Hawaii, Department of Taxation, whose outstanding real property taxes will be paid at closing. As contemplated by the PSA, MVCC seeks authority to assume and assign the CBA to KH or the successful bidder. The Debtors also seek authority to disburse the sales proceeds to pay in the following priority: (i) any ordinary and customary closing costs of sale including, closing costs required to be paid by Debtors in accordance with the PSA, including but not limited to one-half of the escrow fees, all recording fees, the conveyance tax, the premiums for a standard owner's policy in the amount of the Purchase Price and an extended Owner's ALTA title insurance policy including ndorsements required by buyer, the cost of all surveys including any ALTA survey ordered by buyer, and such other costs and expenses which are to be paid by the Debtors under the PSA, and Debtors' share of prorations, including but not limited to utility charges and real property taxes and assessments; (ii) payment of the amounts owed to Towne pursuant to the terms of the Plan (i.e, the greater of $6 million or 30% of the gross sale price for the Makaha Property); and (iii) to hold the net proceeds until further order of the Court. Pursuant to Rule 6004(h), the Debtors request that the Court waives the 14-day stay and authorizes the closing on the Sale and consummate the transactions contemplated by the Agreement immediately upon entry of the Sale Order. The prompt closing of the transaction will save the estate hundreds of dollars daily in real property tax accruals. A copy of the PSA is available at https://tinyurl.com/4wtzwftd from PacerMonitor.com free of charge. About Pacific Links U.S. Holdings Pacific Links US Holdings, Inc. is a golf club that offers global reciprocal programs to members and participating clubs. Pacific Links US Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 21-00094) on Feb. 1, 2021. Wei Zhou, director, signed the petition. Affiliates that also sought Chapter 11 protection are Hawaii MVCC LLC, Hawaii MGCW LLC, MDRE LLC, MDRE 2 LLC, MDRE 3 LLC, MDRE 4 LLC, and MDRE 5 LLC. On Feb. 2, 2021, Judge Robert J. Faris authorized the jointly administration of the cases. At the time of filing, Pacific Links disclosed assets of between $50,000 and $100,000 and liabilities of between $50 million and $100 million. Choi & Ito and KDL CPAs, LLC serve as the Debtors' legal counsel and accountant, respectively. PROVENIR LLC: Proposes to Sell Office Furniture and Equipment ------------------------------------------------------------- Provenir, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for authority to sell certain office furniture and equipment through Furniture Liquidations in accordance with the terms of their Office Furniture Liquidations Consignment Agreement. The Debtor's maintains an office located at 5723 University Heights Blvd., Suite 123, in San Antonio, Texas; however, 100% of its employees have been working remotely for some time. In fact, many of the Debtor's employees reside in other states. The Debtor is a counterparty to an office lease for the location noted with IH-10 Tech Center Limited. The commercial lease is for approximately 13,000 square feet of office space and the monthly rent runs more than $21,000 per month. The Debtor is unable to continue to afford the rent due under the lease and intends to reject the same. The Debtor was originally formed in May, 2008, and has been conducting its business operations for 14 years. It owns no real property. As noted in prior proceedings in the case, the Debtor's primary assets consist of its accounts receivable which are created on a weekly basis as the Debtor invoices clinical labor hours and direct placement fees to various medical providers. It also listed on its Schedules the Property valued at $98,040 for ad valorem tax purposes, but likely worth considerably less due to depreciation. The Debtor is current on its ad valorem taxes; however, Bexar County filed an estimated proof of claim for 2022 in the amount of $2,783.22. The Property is all located at the leased premises at 5723 University Heights Blvd., Suite 123. San Antonio, Texas. As noted, the Debtor has no need for the office space it is presently leasing. According to its Schedules, it was behind in rent for the office space pre-petition in the amount of $102,827. Therefore, after the case was filed, the Debtor's representatives immediately set out to find an efficient way to dispose of the furniture and equipment so that the office space could be turned back to the landlord as soon as possible. The Debtor's representatives have considered various alternatives and determined that the most efficient and least costly manner to dispose of the Property is by utilizing the sale procedure through an entity known as Office Furniture Liquidations. Under the proposed agreement, the Debtor would select "Option 2," which provides the following procedure to disposed of the Property: A. Office Furniture Liquidations would pickup all of the Property and pay the upfront cost to move the items to its showroom. The items would be sold on consignment through a showroom and an internet website. After deducting the costs to move the items, Office Furniture Liquidations would pay the Debtor 20% of the sales price of each item sold, with a 3.3% deduction allowed for credit card purchases. B. Office Furniture Liquidations would repair or touchup any items needing such repairs, and incur those costs without passing them on to the Debtor; however, if professional fabric cleaning is needed, those costs would be deducted from the sales price of a given item; C. Office Furniture Liquidations would attempt to sell the items for up to 6 months. However, for any items not sold, Amegy Bank would have the opportunity to determine if it desires Office Furniture Liquidations to continue to market the items, donate them to charity, or pick the items up for some alternative disposition. The Debtor’s representatives believe the proposed sale procedures contemplated by the Motion would allow the Estate to obtain the highest or otherwise best offer for the Property under the circumstances, and entering into the agreement would be a good, valid and sound exercise of the Debtor's business judgment. The Debtor seeks to sell the Property free and clear of liens, claims and encumbrances. The following liens, claims, encumbrances and interests are known to exist against the Property: a. Bexar County has a statutory ad valorem tax lien for 2022 in the amount of $2,783.22, although the Debtor expects the amount owed to be considerably less assuming a disposition of the Property contemplated by the Motion in the next few weeks. b. The Debtor's primary pre-petition secured lender is Zions Bancorporation, N.A. d/b/a Amegy Bank. The Debtor maintains a line of credit with Amegy in the amount of $600,000, along with a credit card with a balance of $31,776, that appears to be a cross-collateralized obligation. According to the UCC records of the Office of the Secretary of State, Amegy has a security interest in all the Debtor’s inventory and equipment. c. IH-10 Tech Center Limited - The Debtor's Landlord for the 5723 University Heights office space is also believed to have a contractual landlord's lien against the Property; however, there is not sufficient equity in the Property after accounting for Bexar County and Amegy's liens. The Debtor's counsel has ensured that each of the foregoing creditors or parties-in-interest are listed on the certificate of service attached to the Motion and will receive notice of the Motion. The Debtor seeks an order pursuant to sections 105(a), 363(b), and 363(f) of the Bankruptcy Code, authorizing it to sell the Property utilizing the procedures set forth. It requests that such sale be free and clear of liens, claims and encumbrances, with such liens attaching to the proceeds of the sale. The Debtor requests that any order approving the sale procedure contemplated by the Motion provide the following language requested by counsel for Bexar County: "It is further ORDERED, ADJUDGED and DECREED that the ad valorem tax liens of Bexar County for tax year 2022 and prior pertaining to the subject Property will attach to the sales proceeds and will be paid upon the sale of such Property and prior to any disbursement of proceeds to any other person or entity. In the event the ad valorem tax debt incident to the subject Property are not paid by the closing agent; the Debtor will pay said ad valorem tax debt incident to the subject Property from the sales proceeds immediately upon receipt of the net sales proceeds and prior to any disbursements of proceeds to any other person or entity." To facilitate this provision, Debtor also requests that any order approving this Motion contain the following: "It is further ORDERED, ADJUDGED and DECREED that the Debtor's representatives are authorized to obtain a payoff from Bexar County for the ad valorem taxes due at the time of sale, and will direct Office Furniture Liquidations to first pay such sums directly to Bexar County or its counsel." After payment of the ad valorem taxes due, Debtor requests that the order provids that all of the remaining proceeds from the sale of such Property be remitted to Amegy Bank, the entity which holds a first lien upon such Property after payment of ad valorem taxes. Lastly, the Debtor requests that the Court orders that the Sale Order will take effect immediately and will not be stayed pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, Federal Rule of Civil Procedure 62(a) or otherwise, and that the Debtor and the Office Furniture Liquidations are authorized to enter into the agreement and effectuate the sale procedures immediately upon entry of the Order. A copy of the Agreement is available at https://tinyurl.com/57kyub4c from PacerMonitor.com free of charge. About Provenir, LLC Provenir, LLC provides employment services specializing in healthcare recruitment. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-50514) on May 15, 2022. In the petition filed by Brigitta M. Glick, managing member, the Debtor disclosed $463,311 in assets and $1,258,237 in liabilities. Judge Michael M. Parker oversees the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol is the Debtor's counsel. QUICKER LIQUOR: Plan Solicitation Period Extended to Nov. 30 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada extended to Nov. 30 the deadline for Quicker Liquor, LLC and Nevada Wine Cellars, Inc. to solicit acceptances for their joint Chapter 11 plan of reorganization. The Court determined that a three-month extension of the companies' exclusivity period to file a plan to exit bankruptcy was no longer required following the filing of the companies' proposed reorganization plan on May 31. The companies previously sought to extend the exclusive filing period to Aug. 31 from May 31, citing as reason the effects of the COVID-19 pandemic on their operations, which made their reorganization more complicated. The Ernest W. Moody Revocable Trust, a secured creditor, opposed the request, arguing it was unnecessary since the companies' bankruptcy cases are not large or complex and that the companies have exhibited no signs of good faith towards reorganization. About Quicker Liquor Quicker Liquor, LLC and its affiliate, Nevada Wine Cellars, Inc., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 22-10331) on Jan. 31, 2022. In their petitions, the Debtors listed as much as $10 million in both assets and liabilities. Kathy Trout, managing member, signed the petitions. Judge Mike K. Nakagawa oversees the cases. Quicker Liquor and Nevada Wine Cellars are represented by Kung & Brown and Carlyon Cica Chtd., respectively. The Law Offices of Timothy Elson serves as the Debtors' special counsel. The Debtors filed a joint Chapter 11 plan of reorganization on May 31, 2022. RADIANT LIGHTHOUSE: Przyseak Buying Sarasota Home & Lot for $300K ----------------------------------------------------------------- Radiant Lighthouse, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the private sale of its residential home and an unimproved lot, which is located in Sarasota, Florida, to Krzysztos Przyseak for $300,000. The Debtor is the owner of the real property, its sole significant asset. The Debtor proposes to sell the unimproved lot free of all liens, claims, encumbrances, pledges, security interests, or other interests, out of ordinary course of business, with such liens to be attached to the proceeds of sale. The proposed sale is a private sale wherein the Debtor proposes to transfer its interest in the Lot to the Buyer, pursuant to the terms of a Purchase Agreement. The Purchase Agreement will be uploaded to the Court's docket at a later date. The purchase price set forth in the Purchase Agreement is $300,000 for the Lot, with $30,000 paid as earnest money deposit and the remaining balance to be paid in cash at closing. The closing is to be finally scheduled after approval by the Court. The proposed purchase price is for a greater amount than the aggregate value of all liens on the Lot, and that, in addition, the proceeds of sale will permit all other creditors, and administrative expense claimants to be paid 100% of their allowed claims in the case, other than U.S. Bank, N.A, which is secured by a mortgage on the residential home. Further, the Debtor believes that the price for the Property is fair and reasonable and is consented to by its equity security holders. The Debtor, in the sound mind of its business judgment, has concluded that the sale of the Lot to the Buyer presents the best option for maximizing the value of its estate, for its creditors, and equity interest holders. About Radiant Lighthouse Radiant Lighthouse, LLC, was formed to buy and sell real estate investment properties. Radiant Lighthouse filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 22-01119) on March 22, 2022. The Debtor is represented by Benjamin G. Martin, Esq. of LAW OFFICES OF BENJAMIN MARTIN. RAPI INC: Seeks Approval to Hire Goldberg as Legal Counsel ---------------------------------------------------------- RAPI Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Goldberg Weprin Finkel Goldstein, LLP as its bankruptcy counsel. The firm's services include: a. providing the Debtor with all necessary representation in connection with its Chapter 11 case; b. representing the Debtor in all proceedings before the bankruptcy cCourt, the Office of the U.S. Trustee and coordinating with the Subchapter V trustee; c. preparing and filing legal papers; d. rendering all other legal services required by the Debtor toward the goal of fixing all claims against the Debtor and confirming a plan of reorganization under Subchapter V of Chapter 11 of the Bankruptcy Code. The hourly rates charged by the firm's attorneys are as follows: Partners $685 per hour Associate $275 to $500 per hour The firm received a retainer of $25,000. As disclosed in court filings, Goldberg does not hold an adverse interest to the Debtor or its estate. The firm can be reached through: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein, LLP 1501 Broadway New York, NY 10036 Phone: (212) 221-5700/(212) 301-6944 Fax: (212) 730-4518 Email: knash@gwfglaw.com About RAPI Inc. RAPI Inc., operates Brioso Ristorante, a well-regarded Italian restaurant on Staten Island, N.Y. It is equally owned by Raffaele and Pietro DiMaggio. The Debtor operates as a month-to-month tenant from the premises located at 174 New Dorp Lane, Staten Island, N.Y. This property is owned by an affiliate known as 174 New Dorp Lane Realty Inc. Due to lawsuits by former employees, RAPI filed a petition for relief as a small business under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41365) on June 14, 2022, listing up to $500,000 in assets and up to $1 million in liabilities. Salvatore LaMonica, Esq., has been appointed as Subchapter V trustee. Judge Jil Mazer-Marino oversees the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP is the Debtor's legal counsel. RENT-A-CENTER: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on June 21, 2022, retained the 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Rent-A-Center, Inc. Headquartered in Plano, Texas, Rent-A-Center, Inc. operates franchised and company-owned Rent-A-Center and ColorTyme rent-to-own merchandise stores. REVLON INC: Egan-Jones Retains CCC- Unsecured Ratings ----------------------------------------------------- Egan-Jones Ratings Company on June 14, 2022, retained 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Revlon, Inc. EJR also retains 'C' rating on commercial paper issued by the Company. Headquartered in New York, Revlon, Inc. manufactures, markets, and sells beauty and personal care products. RITE AID: S&P Lowers ICR to 'SD' on Distressed Exchange ------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based drugstore retailer Rite Aid Corp. to 'SD' (selective default) from 'CC' and the issue-level ratings on the 2025, 2027, and 2028 notes to 'D' from 'CC'. S&P's ratings on the company's notes not subject to the repurchase transactions are unchanged. Rite Aid announced the completion of its below par cash tender offer for about $194 million of the aggregate principal outstanding on its 2025, 2027, and 2028 notes. S&P views this transaction as constituting a distressed exchange and tantamount to a default given that its creditors will receive less than the full value they were originally promised. S&P views the exchange offer as distressed and not opportunistic. The downgrade follows Rite Aid's announcement that it has completed a below-par cash tender offer for about $194 million in aggregate principal amount of the following notes: -- $114.9 million of 7.50% senior secured notes due 2025; -- $51.7 million of The unguaranteed 7.70% unsecured notes due 2027; and -- $26.9 million of the 6.875% notes due 2028. The company repurchased debt at about 13% below par for the 2025 notes and at a much steeper discount for the 2027 and 2028 notes. S&P views the proposed transaction as distressed because it does not view that discount as minimal and the company does not have significant excess cash reserves on its balance sheet to fund the tender without incurring additional debt. S&P said, "We view the amount of debt being repurchased as more than de minimis and continue to believe the company's ability to execute a sustained turnaround of its operations is uncertain. We note Rite Aid has conducted the tender several quarters before the maturities of the tendered notes, which somewhat offsets these considerations. The company's cash balances totaled $56 million and it had about $1.7 billion of borrowing capacity under its $2.8 billion ABL revolver as of May 28, 2022. Rite Aid does not have any upcoming debt maturities until 2025 when its revolver and term loan come due. However, we believe the company would be unable to withstand a low-probability, high-impact event without refinancing. Also, we do not think it has a generally satisfactory or high standing in the credit markets given its history of below par debt transactions. "The exchange offer will slightly reduce the company's funded debt and alleviate some of its interest expense. However, it will only marginally benefit Rite Aid's credit profile. Therefore, we expect to raise our issuer credit rating on the company to 'CCC+' from 'SD' in the next few days given the persistent weakness in its business." ESG credit indicators: E-2, S-2, G-2 ROCKY MOUNTAIN: Medical Supplier Files Subchapter V Case -------------------------------------------------------- Rocky Mountain Homecare, Inc., filed for chapter 11 protection in the District of Colorado without stating a reason. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor is a medical supply company. According to court documents, Rocky Mountain Homecare estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Rocky Mountain Homecare Rocky Mountain Homecare, Inc., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-12306) on June 28, 2022. In the petition filed by Joey Gallegos, as operations manager, the Debtor estimated assets up to $50,000 and liabilities between $1 million and $10 million. Mark David Dennis has been appointed as Subchapter V trustee. Jenny M.F. Fujii, of Kutner Brinen Dickey Riley, P.C., is the Debtor's counsel. RYAN ENVIRONMENTAL: Has Interim Cash Collateral Access Thru July 6 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of West Virginia authorized Ryan Environmental, LLC to continue using cash collateral in which First United Bank and Trust Co. asserts an interest, on an interim basis in accordance with the budget, with a 10% variance through July 6, 2022. The Debtor needs to use cash collateral pending a final hearing or entry of a final order to continue operating its business without interruption. The Debtor is permitted to use cash collateral in the ordinary course of its business and meet the Debtor's ordinary cash needs, in accordance with the Interim Budget for these purposes: (a) the maintenance and preservation of the Debtor's assets; and (b) the continued operation of the Debtor's business, including, but not limited to, payroll, payroll taxes, employee expenses and insurance costs, and such other expenditures. The Debtor owes First United Bank and Trust pursuant to various loan documents in the aggregate sum due as of June 8, 2022, of $1,748,362, including unpaid principal, accrued interest, late charges, fees and expenses accrued through that date, and with interest, late charges, fees and expenses continuing to accrue thereon. Ryan granted and conveyed unto First United a first and prior security interest in all of the tangible and intangible personal property owned by the Debtor. As adequate protection, First United is granted a continuing, valid, binding, enforceable perfected post-petition security interest under Bankruptcy Code Section 361(2), nunc pro tunc to the Petition Date, in and to all assets of the Debtor. The replacement liens and security interests granted are automatically deemed perfected upon entry of the Order without the necessity of First United: taking possession of the Collateral; filing financing statements or any other documents; or taking any other action. As additional adequate protection, First United is granted an allowed administrative expense claim pursuant to and with priority as provided in 11 U.S.C. section 364(c)(1). The Debtor will at all times maintain insurance in the form and to the extent required under the Loan Documents. These events constitute an "Event of Default:" a. The Debtor fails to comply with any of the terms or provisions of the Interim Order, including, inter alia, the line-item limitations on payments in excess of the Interim Budget for any weekly period (inclusive of the 10% variance permitted therefrom; b. Entry of an order: (i) dismissing this Chapter 11 case; (ii) appointing a Chapter 11 trustee; or (iii) converting the case to a case under Chapter 7 of the Bankruptcy Code; c. Entry of an order that by its terms would: (i) permit any administrative expense claim (now existing or hereafter arising, of any kind or nature whatsoever) to have priority equal or superior to the priority of the Pre-Petition Liens and/or the replacement liens of First United; or (ii) grant or permit the grant of a lien on any Collateral of First United; d. Entry of an order granting relief from any stay imposed by 11 U.S.C. section 362(a) that allows any person to collect, repossess, or foreclose upon any portion of the Collateral as to which First United claims a lien; or e. Default by the Debtor in the payment of any sums required to be paid by the Debtor under the terms of the Loan Documents, including, inter alia, payment of accruing interest at the default interest rate established thereunder; or f. The Debtor makes any payment on any claim that arose before the Petition Date without the express prior written consent of First United or prior order of the Court; or g. Failure of the Debtor to obtain a final order incorporating the terms hereof at the Final Hearing or any continuance thereof; or h. Expiration of the Term of the Interim Order without: (i) prior entry of a Final Order; (ii) extension of the Term by entry of a Court Order; or (iii) substitution of the relief granted under the provisions of a subsequent Order. A copy of the order is available at https://bit.ly/3ujGAeA from PacerMonitor.com. About Ryan Environmental Ryan Environmental, LLC offers environmental consulting, remediation, cleaning services, emergency spill response, hydrocarbon lab services, corrosion services, well services, general roustabout, and both steel and poly pipeline construction. Ryan Environmental sought Chapter 11 protection (Bankr. N.D. W.Va. Case No. 20-00738) on Sept. 29, 2020. In the petition signed by Clayton Rice, managing member, the Debtor disclosed total assets of $6,572,062 and $16,361,068 in total debt. The Debtor tapped Martin P. Sheehan, Esq., at Sheehan & Associates, P.L.L.C. as counsel. RYBEK DEVELOPMENTS: Creditors Say Disclosure Statement Misleading ----------------------------------------------------------------- Creditors Sandra Williamson and Manny Guyot object to the Disclosure Statement of Debtor Rybek Developments. Creditors Manny Guyot and Sandra Williamson collectively invested $150,000 into a partnership that was to develop the property located at 1916 E. Hayden Lane in Tempe (the "Property"). The Property was later sold to Debtor Rybek, with Rybek paying nothing in exchange, and with these Creditors receiving nothing from the sale of the Property. When Rybek filed this bankruptcy case, it asserted that it held the Property and sought to sell it. This Court authorized the sale of the Property. After paying recorded lienholders, there was $72,336.74 left, which is currently being held by the Debtor's attorney. The only remaining issue in this bankruptcy is the disposition of the $72,336.74. Creditors Guyot and Williamson assert that money is theirs, and that 100% of the money being held should be paid to them. Creditors claim that the Debtor's Disclosure Statement misrepresents the nature of Creditors' claims, and improperly ignores the secured nature of those claims. In doing so, Debtor's Disclosure Statement is misleading to other claim holders. The following portions of the Disclosure Statement are improper, and provide reason for this Court to refuse to approve the Disclosure Statement. Creditors point out that in the Disclosure Statement, Debtor improperly asserts that these Creditors must first proceed with their related claims against non-parties Dennis Green and Green Investments, in the State of Michigan, before they have a viable claim in this case. Such assertion is incorrect because Creditors' claims against Dennis Green and Green Investments arose out of a contract, and the Arizona State Court found the contract required those claims to be brought in Michigan. Creditors state that the Debtor's objections to Creditors' claims have been fully briefed, and these Creditors request this Court take action to resolve those objections as expeditiously as possible. A resolution in favor of Creditors would negate further proceedings in this matter, and Debtor's failure to address that in its Disclosure Statement is misleading and should be corrected before the Disclosure Statement is approved. Creditors Guyot and Williamson filed secured claims for $283,333.33 and $141,667.67, respectively, for their recovery of the fraudulent transfer of the property received by Debtor. Debtor has objected to those claims, but the Disclosure Statement erroneously asserts there are no secured claims, and that all secured claims were paid in full at close of escrow. Such assertion is a misrepresentation of the claims of Creditors Guyot and Williamson, which are secured claims that were not paid at the close of escrow. This misrepresentation would be a violation of 11 U.S.C. § 1129(a)(7)(A), and therefore should be corrected before the Disclosure Statement is approved. Creditors asserts that the Debtor's Disclosure Statement contains numerous false and misleading statements. For that reason the Disclosure Statement does not comply with 11 U.S.C. § 1125. This is particularly concerning because the same false and misleading statements are contained in Debtor's Plan. Therefore, the Disclosure Statement should not be approved. A full-text copy of Creditor's objection dated June 28, 2022, is available at https://bit.ly/3R7tQBg from PacerMonitor.com at no charge. Attorney for Sandra Williamson and Manny Guyot: WINDTBERG LAW,PLC Marc Windtberg 7600 N. 15th Street, Suite 150 Phoenix, Arizona 85020 About Rybek Developments Rybek Developments, LLC, filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-07697) on Oct. 13, 2021, listing as much as $1 million in both assets and liabilities. Judge Daniel P. Collins oversees the case. Allan D. NewDelman, P.C., serves as the Debtor's legal counsel. S-TEK 1 LLC: Wins Cash Collateral Access Thru Sept 30 ----------------------------------------------------- Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the District of New Mexico approved the motion of S-Tek 1 LLC for authority to use cash collateral from July 1 through September 30, 2022. The Debtor is permitted to use cash collateral in the ordinary course of business to pay expenses listed on the budget. Surv-Tek, Inc. is a non-insider creditor that holds, claims, or may claim liens against cash collateral by operation of a security agreement dated December 28, 2018 between the Debtor and Surv-Tek. The Court ruled Surv-Tek is granted a replacement lien in property of the same type in which it held a lien on the Petition Date that the Debtor acquires postpetition, to the extent that the combined value of the cash collateral and eligible receivables is less than the value of such collateral on the Petition Date. Surv-Tek will continue to have a security interest in, and the Debtor's obligations to Surv-Tek shall be secured by, a security interest in all assets in which Surv-Tek had a lien or security interest as of the Petition Date, and proceeds thereof, in the same lien priority that existed at that time, which will be subject to the same defenses and avoidance powers (if any) as existed on the Petition Date. If the amount of cash collateral and eligible receivables is less than the required cash collateral base amount on the last day of the calendar month, the Debtor must either pay Surv-Tek the difference as adequate protection, or file a report with supporting documentation showing that the combined value of cash collateral and eligible receivables has been restored by the 21st day of the following month to at least the required cash collateral base. The "Required Cash Collateral Base Amount" means $ 181,765 less the amount of any adequate protection payments made by S-Tek to Surv-Tek. S-Tek's authority to use Cash Collateral will cease upon default under the order. S-Tek will be in default of its authority to use cash collateral if: (i) S-Tek fails to comply in a material respect with any requirements of the Order and, if such failure is curable, it is not cured within 10 days after written notice to S-Tek's counsel, Nephi D. Hardman, Esq., sent via email to nephi@turnaroundbk.com, and S-Tek does not within that time file a motion with the Court to contest or excuse the alleged default; or (ii) the case is converted to a case under chapter 7 or is dismissed. Surv-Tek may waive any default. A copy of the order and the Debtor's budget for the period from April to September 2022 is available for free at https://bit.ly/3yvXVn4 from PacerMonitor.com. The Debtor projects $166,930 in total cash and $107,690 in total expenses for July 2022. About S-Tek 1 Based in Albuquerque, N.M., S-Tek 1 LLC, also known as SurvTek -- https://www.survtek.com/ -- is a land surveying and consulting firm providing services to both the private and public sectors throughout New Mexico. S-Tek 1 filed a Chapter 11 petition (Bankr. D.N.M. Case No. 20-12241) on Dec. 2, 2020. In its petition, the Debtor disclosed $355,177 in assets and $2,251,153 in liabilities. Randy Asselin, managing member, signed the petition. Judge Robert H. Jacobvitz presides over the case. The Debtor tapped Nephi D. Hardman Attorney at Law, LLC as its bankruptcy counsel and FPM & Associates, LLC as its accountant. SAFE SITE: Unsecured Creditors Will Get 100% of Claims in Plan -------------------------------------------------------------- Safe Site Youth Development, Inc., d/b/a Save Site Child Development, filed with the U.S. Bankruptcy Court for the District of New Mexico a Disclosure Statement describing Plan of Reorganization dated June 28, 2022. Safe Site was founded as an in-home daycare in 2000. Since that date, Safe Site has grown to over 20 employees and has grown tremendously in the number of children that it serves, with over 150 children currently in its facility and a long waiting list for others, and this expansion has led to its moving from an in-home daycare to having a brand new, large facility in Valencia County, New Mexico. Debtor had a former employee who allegedly embezzled from the company and who failed to file withholding reports and failed to pay 940 and 941 taxes to the Internal Revenue Service, which resulted in a claim for the Internal Revenue Service of over $540,000.00. The Debtor has since hired licensed CPA's, who have brought the Debtor current with the filing of its annual tax returns, its withholding reports, and the payment of its ongoing taxes to the Internal Revenue Service. In addition, the Debtor has moved from its prior location on 1800 Main Street in Los Lunas to its brand-new facility on Palmilla Road in Los Lunas, which resulted in a significant savings on its monthly rent, helping to make the Debtor much more profitable than it was previously. In addition, the Debtor has a lease purchase option on its new facility, and it hopes to eventually own its building outright. Class Two is the Secured Claim of the Internal Revenue Service for taxes owed by the Debtor. The Secured Claim of the Internal Revenue Service at the time of the filing is approximately $321,158.87. The total claim of the Internal Revenue Service is approximately $325,109.03. Further, any taxing authority that holds claims for both trust fund taxes (taxes for which the individual officers or directors may be personally liable), and taxes owed only by the company, will apply the payments first to the trust fund portion of the taxes. Class 3 is the General Unsecured claims which will be paid one hundred percent (100%) of their allowed, timely filed, claims. No other payments will be made to allowed general unsecured claims. This Class Three is impaired and may vote on the plan. The Debtors have one class of general unsecured claims. The Debtors estimate that the allowed unsecured claims, after objections are filed and determined, will be paid 100%. The Debtors will fund the plan payments to the classes through their earnings. The Debtors earnings are projected to be sufficient to fund the plan. The Debtors will be retaining all of their property under the Plan. Estimated payments under the Plan are $20,000.00 per month beginning in August of 2022, which amount includes their payments to the Internal Revenue Service of $9200.00 per month on their tax claim. The Debtor and the Internal Revenue Service have also come to an agreement regarding the Debtor's continued use of cash collateral, with the Service agreeing to the Debtor's use of cash collateral until April 30, 2022, with a pending Motion for Continued Use of Cash Collateral through October 31, 2022. A full-text copy of the Disclosure Statement dated June 28, 2022, is available at https://bit.ly/3R2jzXe from PacerMonitor.com at no charge. Attorney for Debtor: Dennis A. Banning 320 Gold Avenue NW, Suite 1401 Albuquerque, NM 87102 Phone: 505-503-1637 E-mail: dabgnmfinanciallaw.com About Safe Site Safe Site Youth Development, Inc., a company based in Los Lunas, New Mexico, filed a petition for Chapter 11 protection (Bankr. D.N.M. Case No. 21-11399) on Dec. 30, 2021, listing $1,277,033 in assets and $1,741,417 in liabilities. Felix and Sarah Candelaria, site directors, signed the petition. Judge Robert H. Jacobvitz oversees the case. The Debtor tapped Dennis A. Banning, Esq., at New Mexico Financial & Family Law, P.C. as legal counsel and Ronak Bhatt CPA, LLC as financial advisor and accountant. SAFE SITE: Wins Cash Collateral Access on Emergency Basis --------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Mexico authorized Safe Site Youth Development, Inc. to use cash collateral on an emergency basis until the Court has an opportunity to rule on the pending Third Motion for Use of Cash Collateral. The Court found that: 1. On June 24, 2022, Debtors filed and served a Third Motion for Conditional Use of Cash Collateral on all parties entitled to receive electronic notice, and on the parties and creditors listed on the certificate of service. 2. On June 24, 2022, the Debtor filed a Third Motion to Use Cash Collateral with the most recent budget attached. On June 24, the Debtor filed a Notice of Deadline for Objections to Continued Use of Cash Collateral, with an Objection Deadline of July 18 for any Objections to the Motion. 3. The Notice was appropriate in the particular circumstances. 4. No creditor's committee has been appointed. 5. The Order is an Emergency Order which will authorize use of the cash collateral until the Court enters an Order on the Third Cash Collateral Motion. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to pay the ordinary and necessary operating expenses to continue business operations. As of December 30, 2021, the Debtor owed approximately $549,480 to the Internal Revenue Service, who is the only creditor with a filed, valid, and perfected lien upon the Debtor's cash collateral. The IRS's lien purports to be secured by all accounts receivable owned by the Debtor valued at $656,226. A copy of the order is available at https://bit.ly/3ybGJ4N from PacerMonitor.com. About Safe Site Safe Site Youth Development, Inc., a company based in Los Lunas, New Mexico, filed a petition for Chapter 11 protection (Bankr. D.N.M. Case No. 21-11399) on Dec. 30, 2021, listing $1,277,033 in assets and $1,741,417 in liabilities. Felix and Sarah Candelaria, site directors, signed the petition. Judge Robert H. Jacobvitz oversees the case. The Debtor tapped Dennis A. Banning, Esq., at New Mexico Financial & Family Law, P.C. as legal counsel and Ronak Bhatt CPA, LLC as financial advisor and accountant. SALEM HARBOR: Pays $44 Million to End FERC Payment Probe -------------------------------------------------------- Keith Goldberg of Law360 reports that the bankrupt Massachusetts gas-fired power plant, Salem Harbor Power Development LP, has agreed to pay a $17. 1 million fine and disgorge $26.7 million in profits to resolve Federal Energy Regulatory Commission allegations that it improperly reaped over $100 million in electricity market payments despite not yet being in service. Salem Harbor Power Development LP collected the payments from regional grid operator ISO New England's capacity market -- where power plants are paid for supplying electricity to meet future demand -- for 2017-18 despite the plant's not starting commercial operations until June 2018, according to the settlement agreement approved by FERC on Monday, June 27, 2022. About Footprint Power Salem Harbor Development 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. SAVVA'S RESTAURANT: August 8 Disclosure Statement Hearing Set ------------------------------------------------------------- Judge Robert E. Grossman has entered an order within which August 8, 2022 at 10:00 a.m. is the telephonic hearing to consider approval of the Disclosure Statement of Savva's Restaurant, Inc. d/b/a Harvest Diner. In addition, August 1, 2022 is fixed as the last day to file any objection to the Disclosure Statement. A copy of the order dated June 28, 2022, is available at https://bit.ly/3yClbQo from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert L. Pryor, Esq. PRYOR & MANDELUP, L.L.P. 675 Old Country Road Westbury, NY 115901 Tel: (516) 997-0999 E-mail: rlp@pryormanedlup.com About Savva's Restaurant Savva's Restaurant, Inc., doing business as Harvest Diner, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-70382) on March 4, 2022, disclosing $5,625,000 in total assets and $2,485,720 in total liabilities. Kyriacos Savva, president, signed the petition. Judge Robert E. Grossman oversees the case. The Debtor tapped Pryor & Mandelup, LLP as bankruptcy counsel; Lambrou Law Firm, P.C. as special counsel; and Prager Metis CPAs, LLC as accountant. SCHRILLO CO: MNA & MMI Buying All Personal Property for $1.355MM ---------------------------------------------------------------- Schrillo Company, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to sell substantially all of its tangible personal property to Machinery Network Auctions, Inc., and Machinery Marketing International for $1.355 million, subject to overbid. A hearing on the Motion is set for July 7, 2022, at 2:00 p.m. The Debtor elected to seek protection in Chapter 11 in order to pursue a prompt and efficient reorganization and sell substantially all of its assets as a going concern and, upon a successful Sale, pay its creditors in full. By filing, the Debtor's management believed that the value of the company, if sold quickly, would exceed all claims and leave equity in the money. The Debtor believes that the sale contemplated by this Motion will fulfill that goal. In addition, the Debtor is cognizant of and concerned for its 33 employees, and is continuing to market all of its assets for sale, including to a number of parties that expressed interest in purchasing its assets as a going concern, but whose offers to date fell short in providing the overall benefit to its estate that the current proposed liquidator sale will accomplish. The Debtor worked with Riveron RTS, LLC, its financial advisor retained to market and sell its assets, since the Petition Date. RTS' employment was approved by the Court on June 6, 2022. RTS actively reached out to industry participants and potential investors likely to be interested in buying the Debtor's assets. Additionally, the Debtor and its professionals were contacted by other potential investors that expressed an interest in potentially purchasing its assets, and RTS followed up with each of those contacts. After extensive negotiations with multiple credible parties seeking to become the stalking horse bidder, Machinery Network Auctions, Inc. ("MNA") and Machinery Marketing International ("MMI," and together with MNA "Purchaser" or "Stalking Horse Bidder") emerged as the best party prepared to timely finalize a fair asset purchase agreement that would maximize the value of the Debtor's estate, and was selected as the Stalking Horse Bidder. The APA provides for a Purchase Price of $1.355 million for substantially all of the Debtor's tangible personal property, provides for the consignment sale of the Debtor's inventory by the Purchaser with 100% of the sales price less the Buyer's Premium going to the Debtor, and provides that the Debtor retains all of its accounts receivable for the Estate's benefit, which current balance is approximately $1 million and has historically been collected at a 100% rate. This deal has the highest probability of leading to a plan that will pay all creditors in full. No other potential bidder has come close to Stalking Horse Bidder's offer in terms of the benefits being offered to the Debtor and the Debtor's Estate if the Sale is approved, and the simplicity of the deal closing. The Debtor believes that selling the Assets to the Stalking Horse Bidder under the terms and conditions of the proposed sale, including the price and all contingencies, is in the best interest of the Debtor's estate. The competitive sale process indicates that the Debtor is getting the highest bid for the Assets and that the value of the assets is at least the Purchase Price. The Debtor's landlord, Schrillo Realty, Inc., for the premises at 16750 Schoenborn St., North Hills, CA 91343 ("Premises") has worked diligently with the Debtor and interested parties in order to consummate a sale of the assets. The landlord is accommodating the Stalking Horse Bidder in consenting to the Debtor's agreeing to Purchasers having 90 days from the Closing Date to remove the assets from the premises. It has also made numerous concessions to other potential bidders in efforts to encourage both liquidation and going concern sales. The landlord remains ready, willing and able to work with any going-concern bidder that wishes to incorporate or conjoin a lease of the Premises with its Qualified Bid. The Debtor intends to continue discussions with multiple potential buyers concerning their interest in acquiring the subject assets before the Sale Hearing and Auction scheduled for July 7, 2022. There are multiple potential "going concern" and "liquidation" interested parties that are in discussions with RTS about becoming "Qualified Bidders" for the Auction. The principal terms of the APA are: a. ASubject to the terms contained in the APA, the Debtor agrees to sell, convey, assign and hypothecate on an "as is, where is" condition and with all faults basis, without any representations or warranties, except as expressly set forth therein, and free and clear of any and all liens, claims, interests, and encumbrances the following: Industrial equipment and office equipment identified on Schedule A and will include all associated manuals and tooling, rolling stock, racking and rolling cabinets, steel tables, tool room equipment, supplies and all other and various support equipment not specifically listed to whatever extent they are the tangible personal property of Debtor and in the possession of the Debtor. b. Purchase Price: $1.355 million c. Deposit: On June 16, 2022, the Purchasers paid the sum of 10% of the Purchase Price to the counsel for the Debtor, Alston & Bird LLP California IOLTA Trust Account ("A&B Trust"), for the benefit of the Debtor. d. The Seller will grant to purchasers an exclusive and limited, royalty-free, license to use the Debtor's name, trademarks, trade names and logos for the limited purposes of advertising, marketing, and otherwise publicizing the sale of the assets by purchasers. e. The Buyers will offer to sell any of the excluded property on behalf of the Debtor, and on the Debtor's own account, with 100% of all sale proceeds going to debtor with buyers keeping only the requisite Buyer's premium of 18% as their only commission. The liens of Leaf Capital Funding, LLC will be paid off through the flow of funds at closing. Schrillo Realty, Inc. is consenting to the sale, free and clear of its lien. The Purchaser's right to purchase the Assets is subject to overbid at Auction in the event there are one or more Qualified Bidders. Any Auction would be conducted in accordance with the Sale Procedures Order and comply with the terms and conditions of the Stalking Horse APA. Under the APA, if the Stalking Horse Bidder is not the successful bidder, then it will be entitled to a 3% breakup fee. The Debtor timely filed and served the Notice of Cure Costs and Potential Assumption and Assignment of Executory Contracts in Connection with Sale. To date, the Debtor has received one filed objection and one informal comment. The Debtor has been in contact with the creditors relative to these two objections and will be stipulating to a resolution of their respective cure claims. In addition, to the extent any additional creditors raise formal or informal objections to the Cure Notice, the Debtor intends to reconcile and resolve all such claims in advance of the Closing Date, and to pay any legitimate cure claims upon any assumption. Accordingly, the Debtor respectfully requests that, in the event there is a Winning Bidder that desires assumption and assignment of any executory contract, such assumption and assignment be authorized and approved by the Court. To implement the foregoing successfully, the Debtor was granted a waiver of the 14-day stay period under Bankruptcy Rule 6004(h) of any order approving the Sale following the Auction. The Debtor respectfully requests that the Sale Order likewise waives the Bankruptcy Rule 6004(h) stay. A copy of the Agreement is available at https://tinyurl.com/sb8h6fsk from PacerMonitor.com free of charge. The Purchasers: MACHINERY NETWORK AUCTIONS, INC 15910 Ventura Blvd, Suite 1410 Encino, CA 91436 Attn: Eric Raffin E-mail: eric@machinerynetwork.com and MACHINERY MARKETING INTERNATIONAL 1626 W. Lake St. Chicago, IL 60612 Attn: Aniket Pawar E-mail: aniket@mmi-direct.com About Schrillo Company Schrillo Company, LLC is a manufacturer of ball screws, acme screws, lead screws, torsion bars, and extension tubes. Schrillo Company filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. of Calif. Case No. 22-10444) on April 13, 2022, listing up to $10 million in both assets and liabilities. Jeri Nowlen, chief executive officer, signed the petition. Alston & Bird, LLP serves as the Debtor's legal counsel. SENIOR CARE: Sets Bid Procedures for $2.2MM Lewisville Asset Sale ----------------------------------------------------------------- Senior Care Living VII, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to approve the proposed bidding procedures in connection with the sale of its excess real property of approximately 4.01+/- acres located along West Round Grove Road in Lewisville, Texas, to MPH Partners, LLC, and/or its related assignee for $2,183,445 cash, subject to overbid. On May 27, 2022, the Debtor and the Purchaser, executed a Commercial Contract of Sale, which provides for the sale by the Debtor, and the purchase by the Purchaser, of the Property for $2,183,445 in cash. The Debtor has determined, in the exercise of its business judgment, that it would be in the best interests of its creditors and its estate to maximize value through a sale of the Property pursuant to Section 363 of the Bankruptcy Code. As presently contemplated, the sale will be pursuant to Section 363 of the Bankruptcy Code, but the Debtor will likely include the sale in its plan of reorganization as well. The Property has been listed and marketed for sale by the Debtor's court-approved real estate broker, Matthew Huckin of Valhalla Real Estate. The Debtor requests that the Court approves the following Bid Procedures for the submission and consideration of any written competing bid by any competing bidder for the Property: a) By no later than two days after the date of entry of the Bid Procedures Order, the Debtor will file with the Court, and serve notice thereof on interested parties, a motion to approve the sale of the Property pursuant to the Purchase Agreement, which Sale Motion will include an executed copy of the Purchase Agreement and seek the Court's entry of the Sale Order, including approval of the Purchase Agreement and of its performance under the Purchase Agreement consistent with the terms, conditions and dates set forth in the Bid Procedures Order. b) Approximately 30 days following the filing of the Sale Motion, the Court will conduct a Sale Hearing to consider approval of the Sale Motion and the Purchase Agreement and any higher or better offers submitted in accordance with the procedures set forth in the Bid Procedures Order. c) Prior to receipt by a prospective Bidder of any information from, and access to, the Debtor, each such Bidder may be required to execute a confidentiality and non-disclosure agreement in form and content acceptable to the Debtor (the "NDA"). Upon the execution of an NDA, each Bidder will be granted full and complete access to all information concerning the Property and receive a copy of the Purchase Agreement in Microsoft Word format. d) At least five days prior to the Bid Deadline, a Bidder will be required to provide to the Debtor relevant background and financial information satisfactory to the Debtor, demonstrating the Bidder's financial ability to close and to consummate an acquisition of the Property. e) Any Qualified Bidder desiring to make a Bid for the Property will deliver the Bid, by no later than 5:00 p.m. (ET) on the day which is five days prior to the date of the Sale Hearing (the "Bid Deadline"). f) In order to be a qualified bid, a Bid submitted by a Qualified Bidder must include, or be in compliance with, all of the following: i) A copy of the initial written purchase offer in the form of an asset purchase agreement, executed by such Qualified Bidder; ii) An initial Bid with a cash purchase price only for the Property of at least $100,000 above (A) the $2,183,445 cash purchase price offered by the Purchaser in the Purchase Agreement, plus (B) a break-up fee in the amount of $100,000, for a total initial overbid of $2,383,445 (the "Initial Overbid Amount"). iii) A good faith deposit in the amount of $100,000 will be delivered by the Qualified Bidder to Johnson, Pope Bokor Ruppel & Burns, LLP (the "Escrow Agent") by no later than the Bid Deadline. g) An auction to consider any competing Qualified Bids in respect of the Property will be held at the offices of Johnson, Pope Bokor Ruppel & Burns, LLP, 401 E. Jackson Street, Suite 3100, Tampa, Florida 33602 (or at such other location or method designated by the Debtor), at 10:00 a.m. (EDT) on that date that is one business day immediately preceding the date of the Sale Hearing. By no later than two days prior to the date of the Auction, the Debtor will advise each of the Qualified Bidders as to whether its Bid is a Qualified Bid and whether an Auction will be held as scheduled. For purposes of the Auction, the Purchaser will be deemed a Qualified Bidder. h) The Debtor will file a notice with the Court at least one day prior to the date of the Auction indicating the number of Qualified Bids received and the names of the Qualified Bidders, and will serve such notice on the interested parties. i) The Auction will be conducted as an "open cry" auction. Bidding will begin at the purchase price stated in the highest and best Qualified Bid as selected by the Debtor prior to the commencement of the Auction. All subsequent Bids at the Auction above the Initial Bid must be in incremental cash increases of at least $50,000. For the avoidance of doubt, the Break-Up Fee will be credited to each Bid of the Purchaser made at the Auction. j) Any Qualified Bidder (including the Purchaser) will be entitled to submit further bids at the Auction. k) The Debtor may continue or adjourn the Auction from time to time with reasonable notice to the Qualified Bidders. l) At the Sale Hearing, the Debtor will inform the Court of the results of the Auction and will recommend to the Court the offer that the Debtor considers to be the highest and best offer for the Property, after taking into account all aspects of the Purchase Agreement, the Qualified Bids and the Bidder's Agreements. m) If any Bid does not conform to all of the requirements set forth, such Bid will not be considered by the Court or be admissible at the Sale Hearing, unless otherwise agreed by the Debtor or otherwise ordered by the Court. n) The Qualified Bidder whose Qualified Bid is selected by the Court at the Sale Hearing as the highest and best offer for the Property will be deemed the "Successful Bidder." o) Except for the Purchaser, no Bidder submitting any Bid will be entitled to any expense reimbursement or any break-up, termination or similar fee or payment. Pursuant to the Purchase Agreement, the Purchaser has delivered to the Escrow Agent a $50,000 deposit in escrow to serve as liquidated damages in the event that the Purchaser defaults in its obligations under the Purchase Agreement. The Purchaser will deliver an additional $50,000 deposit within two days from the expiration of the Feasibility Period under the Purchase Agreement. In addition, to induce the Purchaser to conduct its due diligence as to the Property and reach agreement on a definitive agreement, the Debtor and the Purchaser have agreed in the Purchase Agreement upon the Break-up Fee of $100,000. By the Motion, the Debtor also requests that the Court designates in the Bid Procedures Order the Purchaser as the stalking horse bidder and the Purchaser's offer in the Purchase Agreement as the stalking horse bid. The Debtor, through the Broker, will continue to use reasonable diligence to advertise the sale of the Property and to seek competitive bids. As described, the Debtor has hired the Broker to market and sell the Broker. The Broker has utilized, and will continue to utilize, its typical processes to reach the maximum number of potential bidders. Lastly, the Debtor requests the Court's approval of the form and manner of notice as being adequate and sufficient notice of the Bid Procedures and the deadline for filing objections to the Sale Motion and the transaction contemplated by the Purchase Agreement. A copy of the Sale Contract is available at https://tinyurl.com/3ns829cp from PacerMonitor.com free of charge. The Purchaser: MPH PARTNERS, LLC 105 Decker Ct., Ste 1080 Irving, TX 75062 Telephone: (972) 740-9808 E-mail: Vino@mphpartners.com About Senior Care Living VII Senior Care Living VII, LLC sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 22-00103) on Jan. 10, 2022, listing up to $50 million in both assets and liabilities. Michael C. Markham, Esq., at Johnson Pope Bokor Ruppel & Burns, LLP is the Debtor's legal counsel. SHERRIE A. HEATON: Schmidts Buying Carrollton Property for $350K ---------------------------------------------------------------- Sherrie A. Heaton asks the U.S. Bankruptcy Court for the Central District of Illinois to authorize her to sell the residential and business property real estate commonly known as 400 NW 125 Avenue, in Carrollton, Illinois 62016, to Philip J. Schmidt and Tracey K. Schmidt for $350,000, free and clear of all interest liens and encumbrances. The Property is particularly described as: Part of the Southeast Quarter of Section 33, Township 11 North, Range 12 West of the Third Principal Meridian, Greene County, Illinois being more particularly described as follows: Beginning at the northeast corner of the Southeast Quarter of said Southeast Quarter; thence South 00 degrees 28 minutes 58 seconds West along the east line of the Southeast Quarter of said Southeast Quarter, a distance of 393.46 feet; thence North 89 degrees 51 minutes 01 seconds West, a distance of 255.00 feet; thence North 46 degrees 59 minutes 34 seconds West, a distance of 307.71 feet; thence North 04 degrees 16 minutes 15 seconds West, a distance of 175.85 feet; thence South 87 degrees 21 minutes 34 seconds East, a distance of 221.12 feet; thence North 48 degrees 11 minutes 42 seconds East, a distance of 237.08 feet; thence South 89 degrees 23 minutes 16 seconds East, a distance of 100.00 feet to the east line of the Northeast Quarter of said Southeast Quarter; thence South 00 degrees 28 minutes 58 seconds West along said east line, a distance of 139.26 feet to the point of beginning, containing 4.335 acres, more or less. The Property is also marital property subject to division by the Circuit Court of Greene County, Illinois, in a certain Dissolution of Marriage case between the Debtor and Philip A. Heaton, pending as Case Number 2019-D-005. The Debtor and Philip A. Heaton have reached verbal agreement on settlement of their Dissolution of Marriage case and Philip A. Heaton consents to the sale of the Property. The Debtor has entered into two, private sale Contracts For Purchase of Real Estate with Philip J. Schmidt and Tracey K. Schmidt, husband and wife, one contract for the original residential house located upon the subject real estate, and a separate Contract for the remaining land improved with grain bins, buildings, and barns. The original residential house real estate under the Contract is subject to the lien of CHS, pursuant to judgment entered in favor of CHS in Greene County Circuit Court, Case Number 2020-L-0014, on March 25, 2021, in the amount of $279,119.37 plus costs of suit, for which a Citation to Discover Assets was issued and served upon the Debtor's counsel on March 29, 2021 and filed in the Circuit Court of Greene County, Illinois. The remaining non-residential original house real estate, under the Contract, is subject to Mortgages issued to CNB Bank & Trust, NA, of Carlinville, Illinois, dated March 21, 2018 and modified July 8, 2019 and June 15, 2020, and also to Bank & Trust Co. of Carlinville, Illinois, dated April 13, 2018 as security for multiple loans from such parties. The said Mortgages describe the subject property but exclude the original house real estate from the mortgage encumbrance, yet there is no recorded survey segregating such separate tracts. On information and belief, CHS consents to the sale of the residential original house real estate pursuant to the Contract For Purchase of Real Estate, provided its lien of judgment attaches to the net proceeds of such sale. On information and belief, both CNB and Bank & Trust consent to the sale of the remaining non-residential original house real estate pursuant to the Contract, provided their liens attach to the net proceeds of such sale to be divided between them as they agree. The sales of the subject real estate pursuant to the two Contracts For Purchase of Real Estate with Philip J. Schmidt and Tracey K. Schmidt are private sales and will incur no real estate or auctioneer commissions, but will involve costs of sale including payment of accrued and pro-rated real estate taxes, title search and title insurance fees, transfer taxes and legal costs for preparation of real estate contracts and transfer documents, following payment of which the net proceeds of such sales will be subject to the liens of CHS, CNB, and Bank & Trust as aforesaid. The purchase prices provided in the Contracts For Purchase of Real Estate attached represent market values of the subject real estate as provided to the Debtor by realtor evaluations. The sale of the subject real estate pursuant to the Contracts are necessary to reduce the continuing interest on the judgment and loans encumbering the subject property and to the effective reorganization of the Debtor. A copy of the Contract is available at https://tinyurl.com/devywrb9 from PacerMonitor.com free of charge. The Purchasers: Philip J. Schmidt and Tracey K. Schmidt 413 East State Route 108 Carrollton, IL 62016 Sherrie A. Heaton sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 21-70578) on Aug. 6, 2021. SHERRIE A. HEATON: Schmidts Offer $650K for Carrollton Property --------------------------------------------------------------- Sherrie A. Heaton filed with the U.S. Bankruptcy Court for the Central District of Illinois an amended request to authorize her private sale of the following: a. the residential and business property commonly known as 400 NW 125 Avenue, Carrollton, Illinois 62016, to Philip J. Schmidt and Tracey K. Schmidt for $350,000, free and clear of all interest liens and encumbrances; and b. the remaining land improved with grain bins, buildings, and barns, for $300,000. The Property is particularly described as: Part of the Southeast Quarter of Section 33, Township 11 North, Range 12 West of the Third Principal Meridian, Greene County, Illinois being more particularly described as follows: Beginning at the northeast corner of the Southeast Quarter of said Southeast Quarter; thence South 00 degrees 28 minutes 58 seconds West along the east line of the Southeast Quarter of said Southeast Quarter, a distance of 393.46 feet; thence North 89 degrees 51 minutes 01 seconds West, a distance of 255.00 feet; thence North 46 degrees 59 minutes 34 seconds West, a distance of 307.71 feet; thence North 04 degrees 16 minutes 15 seconds West, a distance of 175.85 feet; thence South 87 degrees 21 minutes 34 seconds East, a distance of 221.12 feet; thence North 48 degrees 11 minutes 42 seconds East, a distance of 237.08 feet; thence South 89 degrees 23 minutes 16 seconds East, a distance of 100.00 feet to the east line of the Northeast Quarter of said Southeast Quarter; thence South 00 degrees 28 minutes 58 seconds West along said east line, a distance of 139.26 feet to the point of beginning, containing 4.335 acres, more or less. The Property is also marital property subject to division by the Circuit Court of Greene County, Illinois, in a certain Dissolution of Marriage case between the Debtor and Philip A. Heaton, pending as Case Number 2019-D-005. The Debtor and Philip A. Heaton have reached verbal agreement on settlement of their Dissolution of Marriage case and Philip A. Heaton consents to the sale of the Property. The Debtor has entered into two, private sale Contracts For Purchase of Real Estate with Philip J. Schmidt and Tracey K. Schmidt, husband and wife, one Contract for the original residential house located upon the subject real estate, for a purchase price of $350,000, and a separate Contract for the remaining land improved with grain bins, buildings, and barns, for a purchase price of $300,000. The original residential house real estate under the Contract is subject to the lien of CHS Capital, LLC, pursuant to judgment entered in favor of CHS in Greene County Circuit Court, Case Number 2020-L-0014, on March 25, 2021, in the amount of $279,119.37 plus costs of suit, for which a Proof of Claim has been filed in the amount of $295,675.23, and for which a Citation to Discover Assets was issued and served upon the Debtor's counsel on March 29, 2021 and filed in the Circuit Court of Greene County, Illinois. The remaining non-residential real estate under the Contract is subject to the lien of Mortgages issued to CNB Bank & Trust, NA, of Carlinville, Illinois, dated March 21, 2018 and modified July 8, 2019 and June 15, 2020, for which a Proof of Claim has been filed in the amount of $4,585,115.23, such debt secured not only by the mortgage lien upon the real estate the subject of the Contract, but upon multiple other real estate properties, and also to the lien of mortgages to the Bank & Trust Co. of Carlinville, Illinois, dated April 13, 2018, for which a Proof of Claim has been filed in the amount of $2,427,548.19, such debt secured not only by lien of mortgage upon the real estate the subject of the Contract, but also upon multiple other real estate properties. These said Mortgages describe the subject property but exclude the original house real estate from themortgage encumbrance, yet there is no recorded survey segregating such separate tracts. On information and belief, CHS consents to the sale of the residential original house real estate pursuant to the Contract, provided its lien of judgment attaches to the net proceeds of such sale. On information and belief, both CNB and Bank & Trust consent to the sale of the remaining non-residential original house real estate pursuant to the Contract, provided their liens attach to the net proceeds of such sale to be divided between them as they agree. The sales of the subject real estate pursuant to the two Contracts with the Schmidts are private sales and will incur no real estate or auctioneer commissions, but will involve costs of sale including payment of accrued and pro-rated real estate taxes estimated to be $14,221.00, title search and title insurance fees estimated to be $1,500, transfer taxes and recording fees estimated to be $1,050, and legal costs for preparation of real estate contracts and transfer documents estimated to be $1,500, following payment of which the net proceeds of such sales will be subject to the liens of CHS, CNB, and Bank & Trust as aforesaid. The purchase prices provided in the Contracts represent market values of the subject real estate as provided to the Debtor by realtor evaluations. The sale of the subject real estate pursuant to the Contracts are necessary to reduce the continuing interest on the judgment and loans encumbering the subject property and to the effective reorganization of the Debtor. A copy of the Contract is available at https://tinyurl.com/4km9jy8z from PacerMonitor.com free of charge. The Purchasers: Philip J. Schmidt and Tracey K. Schmidt 413 East State Route 108 Carrollton, IL 62016 Sherrie A. Heaton sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 21-70578) on Aug. 6, 2021. SIX FLAGS: Egan-Jones Retains CCC+ Unsecured Ratings ---------------------------------------------------- Egan-Jones Ratings Company on June 16, 2022, retained 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Six Flags Entertainment Corporation. Headquartered in Grand Prairie, Texas, Six Flags Entertainment Corporation operates regional theme parks across North America. SM ENERGY: Egan-Jones Retains B Unsecured Ratings ------------------------------------------------- Egan-Jones Ratings Company on June 16, 2022, retained the 'B' foreign currency and local currency senior unsecured ratings on debt issued by SM Energy Company. Headquartered in Denver, Colorado, SM Energy Company is an independent energy company that explores for and produces natural gas and crude oil. SOUTHWEST ENERGY: Egan-Jones Retains B Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company on June 21, 2022, retained the 'B' foreign currency and local currency senior unsecured ratings on debt issued by Southwestern Energy Company. Headquartered in Houston, Texas, Southwestern Energy Company is an independent energy company. STARLIN LLC: In Chapter 11 to Stop Foreclosure of NY Properties --------------------------------------------------------------- Starlin LLC and several other entities owned by Robert M. Gans that control properties in New York have sought Chapter 11 bankruptcy protection to stop foreclosure by their new secured creditor. The Debtors are Starlin LLC; 610 West 46th Street Enterprises, Ltd.; RM Holdings Company Inc.; BRC Owners, L.P.; RG Mezz LLC; RG Mezz III LLC; RG Mezz V LLC; and RG Mezz VI LLC. On or about September 21, 2018, pursuant to a Mortgage Loan Agreement, Borrowers, entities owned and controlled by Robert M. Gans, obtained a loan in excess of $130 million from CMTG Lender 23, LLC (the "Original Senior Lender"), an affiliate of Mack Real Estate Group. The original mortgage was issued to secure a loan in the principal amount of $130,240,000.00. The principal amount of the loan was later paid down to $116,020,000.00 (the "Mortgage Loan"). The borrowers under the Loan Agreement are 175 Spring Street LLC, 616 11th Avenue LLC, 610 West 46th Street LLC, 613 11th Avenue LLC, 617 11th Avenue LLC, 623 11th Avenue LLC, 616-620 West 46th Street LLC, 609 11th Avenue LLC, 108 Merrick Boulevard LLC, and Westside Realty of New York, Inc. The Mortgage is secured by the following real properties and their improvements (collectively, the "Mortgaged Properties") located at: (i) 533 West 27th Street, New York, New York 10001 (Block 699, Lot 14) (the "Westside Realty Property"); (ii) 175 Spring Street, New York, New York 10012 (Block 502, Lot 42) (the "Spring Street Property"); (iii) 616-624 11th Avenue, New York, New York 10036 (Block 1074, Lot 63) (the "11th Avenue Eastside Property"); (iv) 610 West 46th Street a/k/a 604- 614 West 46th Street and a/k/a 607 West 45th Street, 616-620 West 46th Street, 603 West 45th Street a/k/a 609-611 11th Avenue, 613-615 11th Avenue, 617 11th Avenue and 623 11th Avenue New York, New York 10036 (Block 1093, Lots 21, 31, 33, 36, 42 and 129) (collectively, the "11th Avenue Westside Property"); and (v) 108-02 and 108-16 Merrick Boulevard, Queens, New York 11433 (Block 10176, Lots 8 and 12) (the "Merrick Property"). The Debtors are direct or indirect 100% owners of the Borrowers. In or about April 15, 2022, Original Lender's rights, title and interests in connection with the Mortgage Loan were purportedly assigned to and assumed by a newly formed entity named Clinton Holdings PB I LLC ("New Senior Lender"). The New Senior Lender and New Mezzanine Lender are both affiliated with Extell Development Company and Bluestone Group. The Mezzanine Loan Also on September 21, 2018, certain Gans-controlled entities (the "Mezzanine Borrowers"), entered into a mezzanine loan agreement with the Mezzanine Lender, Midtown West Portfolio Lender LLC (the "Original Mezzanine Lender"). The Original Mezzanine Lender was owned and controlled by the Bluestone Group. In exchange for the Mezzanine Loan, the Debtors granted the Original Mezzanine Lender certain collateral that principally includes their respective equity interests in the Borrowers that own the Mortgaged Properties. The initial amount of the Mezzanine Loan was $17,760,000. The Original Mezzanine Lender's rights, title and interests in connection with the Mezzanine Loan were purportedly assigned to and assumed by a newly-formed entity named Clinton Holdings PB II LLC ("New Mezzanine Lender") on April 15, 2022. The New Mezzanine Lender is also affiliated with Extell and the Bluestone Group (which was related to the Original Mezzanine Lender). Upon information and belief, the New Mezzanine Lenders claims that the amount of principal, interest and fees outstanding under the Mezzanine Agreement is approximately $27 million. This amount is disputed by the Debtors. Notice of Foreclosure On or about June 23, 2022, the New Mezzanine Lender served a "Notice of Intent to Dispose of Collateral" ("UCC Foreclosure Notice") under the Mezzanine Loan Agreement on each of the Debtors and Mezzanine Borrowers, i.e., 610 West 46th Street Enterprises, Ltd., BRC Owners, L.P., RGMezz LLC, RG Mezz III LLC, RG Mezz V LLC, RG Mezz VI LLC, RM Holdings Company Inc. and Starlin LLC. The UCC Foreclosure Notice set a sale date for September 2022. The Debtors believe there is substantial equity in the Mortgaged Properties and have been in discussions with third parties to refinance and repay allowed claims against the Debtors. Absent the imposition of the automatic stay, the Debtors are at risk that the Mezzanine Lender will exercise enforcement remedies (in addition to the looming UCC sale) that could severely impair the Debtors’ ability to maximize value and reorganize under chapter 11. For these reasons, the Debtors determined in their business judgment that a filing under title 11 was necessary and appropriate. Therefore, on June 28, 2022, the Mezzanine Borrowers filed the chapter 11 petition commencing these chapter 11 case About Starlin LLC Starlin LLC, et al., are owned by Robert M. Gans. They own several entities that own properties in New York. Starlin LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10888) on June 28, 2022. In the petition signed by Robert Gans, as authorized signatory, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $10 million and $50 million. Fred B. Ringel, of Leech Tishman Robinson Brog PLLC, is the Debtors' counsel. STARPARKS USA: Selling 2 Bayville Properties to BSD 140 for $1.35M ------------------------------------------------------------------ Starparks USA, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to approve its sale of the real property identifiable as 140-150 Atlantic City Boulevard, in Bayville, New Jersey 08721, and 130 Atlantic City Boulevard, in Bayville, New Jersey 08721, together with any rights, licenses, claims, easements, etc., to BSD 140 LLC or its assignee for $1.35 million. A hearing on the Motion is set for July 12, 2022, at 10:00 a.m. Objections, if any, must be filed with the Clerk of the Bankruptcy Court and served upon all parties in interest at least seven days before the hearing date of the Motion. Upon signing of the Contract, the Buyer delivered to the Trust Account of The Ullrich Law Firm, LLC the sum of $25,000 as an earnest money deposit. Said Deposit will be held by the Escrow Agent in a non-interest bearing attorney trust account. The Escrow Agent agrees to hold and apply the Deposit in accordance with the terms thereof. The balance of the Purchase Price, $1.325 million, will be paid by wire transfer, certified check or attorney's trust account check. The sale will be free and clear of all liens, mortgages, restrictions, easements, covenants and other encumbrances and title objections, with the exception of: (a) those created or assumed by Buyer; (b) legal highways, streets or public rights-of way for approved development. The closing will take place seven days from the satisfaction of the contingencies found in the Contract. The closing will be held at the offices of the Buyer's attorney or the parties may agree to close by mail. The closing date may be made sooner at the mutual agreement of the Buyer and the Seller. A copy of the Contract is available at https://tinyurl.com/yeys2r2c from PacerMonitor.com free of charge. The Purchaser: BSD 140 LLC 1203 Mercedes Bend Toms River, NJ 08755 The Purchaser is represented by: Andrew Ullrich, Esq. THE ULLRICH LAW FIRM, LLC 2201 S. Clinton Ave. — Unit 2FR South Plainfield, NJ 07080 E-mail: andrew@theullrichlawfirm.com About Starparks USA Bayville, NJ-based Starparks USA, LLC sought Chapter 11 protection (Bankr. D.N.J. Case No. 22-13599) on May 2, 2022. The Debtor estimated assets in the range of $0 to $50,000 and $1 million to $10 million in debt. The Debtor tapped Law Offices of Eugene D. Roth as counsel. The petition was signed by William B. Muirhead as managing member. STERICYCLE INC: Egan-Jones Retains B+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on June 21, 2022, retained '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. SUMAK KAWSAY: Unsecureds Will Get 10% Dividend in 36 Months ----------------------------------------------------------- Sumak Kawsay, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a Small Business Disclosure Statement describing Small Business Chapter 11 Plan dated June 28, 2022. The Debtor is a corporation located at 120 Erskine Place # 14D, Bronx, NY 10475. The Debtor plans to offer a feasible plan of reorganization pursuant to the terms of the agreement with the medallion lender, OSK IX, LLC, as well as providing treatment to all priority and administrative claims, and pro-rated distribution to all unsecured undisputed allowed claims. The Debtor has not operated the medallion # 1T37 as it was repossessed prior the Bankruptcy filing. The Debtor intends to resume operating its' medallion upon its' return by OSK IX, LLC pursuant to the terms of the Settlement agreement, reached by the Parties. Class II shall consist of the general unsecured claims in the amount of $35,706.37. The Debtor proposes to pay 10% dividend of their allowed claims in one lump sum payment commencing on the effective date of the Plan. * U.S. Small Business Administration shall receive 10% dividend $1,560.41 which will be paid within 36 months in equal monthly installment payments of $43.34, commencing on the effective date of the Plan. * American Transit Insurance shall receive 10% dividend $510.22 which will be paid within 36 months in equal monthly installment payments of $14.17, commencing on the effective date of the Plan. * Patricio Salazar shall receive 10% dividend $1,500.00 which will be paid within 36 months in equal monthly installment payments of $41.66, commencing on the effective date of the Plan. The Debtor plans to fund the settlement agreement and other plan payments from the funds accumulated on the Debtor's DIP account, from the date of the petition and from the resumed medallion operations. A full-text copy of the Small Business Disclosure Statement dated June 28, 2022, is available at https://bit.ly/3R4T1EQ from PacerMonitor.com at no charge. Attorney for Debtor: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel.: (718) 513-3145 Email: alla@kachanlaw.com About Sumak Kawsay Sumak Kawsay, LLC, filed a petition for Chapter 11 protection (Bankr. S.D. N.Y. Case No. 21-11531) on Aug 30, 2021, listing as much as $500,000 in both assets and liabilities. Victor H. Salazar, president, signed the petition. Judge David S. Jones oversees the case. The Debtor tapped the Law Offices Of Alla Kachan, P.C., as legal counsel and Wisdom Professional Services Inc. as accountant. SUMMIT HOTEL: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on June 21, 2022, retained 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Summit Hotel Properties, Inc. Headquartered in Austin, Texas, Summit Hotel Properties, Inc. operates as a real estate investment trust. SUNSTONE HOTEL: Egan-Jones Lowers Senior Unsecured Ratings to BB- ----------------------------------------------------------------- Egan-Jones Ratings Company on June 21, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Sunstone Hotel Investors, Inc. to BB- from B+. Headquartered in Irvine, California, Sunstone Hotel Investors, Inc. operates as a hospitality and lodging real estate investment trust. SWH17 INC: Files for Chapter 11 to Stop Foreclosure Sale -------------------------------------------------------- SHW17, Inc. filed for chapter 11 protection in the Middle District of Florida on June 27, 2022. On July 1, 2022, secured creditor RAZBUTON, INC., filed motions for relief from the stay and for dismissal of the Chapter 11 case. Razbuton has a final foreclosure judgment in the amount of $2,423,691 on all the real and personal property previously owned by the Debtor which consists of approximately 33 acres of nursery real property and associated personal property in Winter Garden, Florida. This is the second bankruptcy filed in bad faith in the last 6 months to stop Razbuton's foreclosure sale on this property orchestrated by Debtor's principal, Paul Michael King. Mr. King previously transferred the real property to himself by Quit Claim Deed for no consideration and filed a personal Chapter 11 bankruptcy case in the Southern District of Florida on Jan. 3, 2022, to stop the first scheduled foreclosure sale of the property on Jan. 4, 2022. Judge Isicoff dismissed Mr. King's personal Chapter 11 on April 25, 2022, with a 2-year injunction to re-filing after Mr. King admitted to converting Razbuton's personal property collateral and failed to comply with his most basic duties under Chapter 11 such as providing proof of insurance, providing proof of closing of prepetition bank accounts and opening of DIP bank accounts, attending the Initial Debtor Interview, and providing copies of personal and corporate tax returns and bank statements from which his financial affairs could be ascertained. After Razbuton rescheduled the foreclosure sale for June 28, 2022, Debtor filed a Chapter 11 case on June 27, 2022, in bad faith to block the sale and continue the conversion of Razbuton’s personal property collateral. Razbuton seeks an order of the Bankruptcy Court as soon as possible terminating the stay and granting prospective relief from the stay as to the property so that Mr. King and the Debtor cannot continue to orchestrate further bankruptcy filings delaying Razbuton's exercise of its legitimate foreclosure remedy. In its dismissal motion, Razbuton insists that the Court should dismiss the Chapter 11 case case with a two year injunction because the case was filed in bad faith pursuant to a scheme to hinder, delay, and defraud Razbuton in pursuing its legitimate state court remedies for Debtor's default under its Promissory Note and Mortgage with Razbuton. About SHW17, Inc. SHW17, Inc., is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). SHW17, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (BVankr. M.D. Fla. Case No. 22-02268) on June 27, 2022. In the petition filed by Paul King, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Aldo G Bartolone, Jr, of Bartolone Law, PLLC, is the Debtor's counsel. According to court documents, SWH17 Inc. estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. TEGNA INC: Egan-Jones Retains CCC+ Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on June 22, 2022, retained the 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by TEGNA Inc. EJR also retains 'B' rating on commercial paper issued by the Company. Headquartered in Tysons, Virginia, TEGNA Inc. is a broadcasting, digital media and marketing services company. TELEPHONE AND DATA: Egan-Jones Retains B+ Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on June 14, 2022, retained the '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. TIMOTHY WAYNE LAQUAY: Proposes Auction Sale of Personal Property ---------------------------------------------------------------- T.W. LaQuay Marine, LLC, and its 100% equity holders Timothy Wayne LaQuay and Linda Fisher LaQuay, ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize their auction sale of various pieces of non-real estate personal property that are PlainsCapital Bank's collateral. Objections, if any, must be filed within 21 days from the date of service. T.W. LaQuay Marine ("TWLM") is a family-owned industrial dredging company in Port Lavaca, Texas. The LaQuays own 100% of the equity in TWLM. The LaQuays and their family have owned and operated dredging businesses on the gulf coast for over 70 years. Due to the COVID-19 pandemic and related consequences, TWLM experienced a severe downturn in their ability to undertake dredging contracts and generate revenue. As of the Petition Dates, the LaQuays owed Plains at least $13,286,045.10 and TWLM owed Plains at least $13,309,826.35 on a secured basis (collectively, the "Prepetition Debt"). The Prepetition Debt is secured by substantially all of TWLM's assets and certain real property owned by the LaQuays. The Debtors own various pieces of non-real estate personal property (the "Equipment") that are Plains' Collateral. Certain of the Equipment is necessary for the continued operations of their business (the "Op Equipment" and listed on Exhibit A-1) and certain of this Equipment is not necessary for the continued operations of their business (the "Non-Op Equipment" and listed on Exhibit A-2). During the pendency of these Chapter 11 Cases, the Debtors have actively pursued dredging contracts to return to profitable operations and anticipated confirming a plan of reorganization in these Chapter 11 Cases. Unfortunately, the Debtors have been unable, to this point, to secure a dredging contract. Considering this, while the Debtors continue to pursue dredging contracts, they have determined that a cash sale or sales of assets effectuated pursuant to section 363 of the Bankruptcy Code is necessary and would be in the best interests of the Debtors, their bankruptcy estates, and their stakeholders. The Debtors seek authority from the Bankruptcy Court to liquidate the Equipment in a sale process. They have also contemporaneously filed an application to employ M&E Partners, LLC as auctioneers to conduct the Sale Process. The Sale Process contemplates the immediate marketing of the Equipment. During the pendency of the Sale Process, if TWLM secures a dredging contract on terms satisfactory to Plains, the Sale Process will continue, but only as to the Non-Op Equipment. If TWLM is not able to secure a dredging contract on terms satisfactory to Plains, the Sale Process will be for both the Op and Non-Op Equipment. Plains has consented to the Sale and the Sale Process, subject to the terms described, and in the Liquidation Agreement. It has further consented, as described in the Liquidation Agreement, for a carve-out from the proceeds of their Collateral for the benefit of the Debtors' bankruptcy estates and to be utilized for the payment of allowed administrative expenses and allowed unsecured claims. The Debtors request authority to sell the Equipment in the Sale Process free and clear of all liens, claims, and encumbrances, with such liens, claims, and encumbrances attaching to the proceeds of the sale. A copy of the Exhibits is available at https://tinyurl.com/4a5tfkc4 from PacerMonitor.com free of charge. Timothy Wayne LaQuay and Linda Fisher LaQuay sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 21-60087) on Nov. 2, 2021 at Boniface Brittany, Esq., as counsel. TOURGIGS LLC: Starts Subchapter V Case With Plan ------------------------------------------------ TourGigs, LLC, and affiliate TourGigs TN, LLC, have sought bankruptcy protection in Tennessee. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtors have filed a Small Business Plan that they say provides a comprehensive proposal to pay 100% of all valid claims and to enable the Debtors to continue in business. TourGigs has no secured debt. It has total unsecured debt of approximately $1.5 million including a judgment claim by one of its current members. TourGigs was formed in 2013 as a Delaware entity with a primary focus on content and video production. TGTN is a Tennessee entity created to handle Tennessee business clients, and projects and artists in Tennessee. TourGigs originally started out producing live DVD's and progressed into music videos, movies, and live streaming. TourGigs is a virtual company operating in multiple states, and doing business in Nashville, Tennessee, Austin, Texas, Golden, Colorado, Asbury Park NJ , among other locations. Between 2013-2017, the initial management team ran up huge deficits at the expense of investors. Since 2018, under new leadership, the business began to improve. Unfortunately, TourGigs became heavily burdened by legal bills, and a judgment taken against the company by one of its own Directors/Officers/Investors. The turnaround of the TourGigs business was further hampered by shifts in the marketplace that directly affected the company’s profitability. Specifically, COVID-19 shut down the entertainment industry. Initially, TourGigs' business was boosted by the need for streaming and video companies. In 2020, TourGigs had two major clients that led to $780,000 in profit on $7.3 million in sales. This "COVID momentum" ran through Valentine's Day, 2021. However, as vaccinations were implemented, viewership fell over reports of "streaming fatigue," and new well-funded venture capitalist competitors began cropping up making it more difficult for TourGigs to retain repeat business. Entertainment giant, LiveNation, bought TourGigs competitor VEEPS providing synergies that are difficult to compete with. Further, supply chain costs, fuel costs, the slow return of concerts and festivals, and labor and gear issues reduced profitability of jobs. The most significant detriment and injury to TourGigs came from the inequitable conduct of one of its own Members, namely Fletcher Lee. Fletcher Lee, one of the founding members of TourGigs, proved less than capable of running the business and mismanaged projects, letting them go grossly over budget. Using his control over the Company's finances, Mr. Lee directed TourGigs' outside accountant and CFO to reclassify his Capital Contributions as loans to the Company, carrying 8% interest. Mr. Lee's disloyal conduct resulted in a sharp divide among TourGigs' management particularly when Lee demanded payment on his new notes. Lee eventually sued TourGigs for payments on his notes. He obtained a judgment against TourGigs in 2021 costing TourGigs, of which Lee is still a member, more than $210,000 in legal fees. Mr. Lee's judgment of more than one million dollars sent TourGigs into a tailspin and directly towards Chapter 11. Due to the judgment, TourGigs' banks and clients have been harassed by Lee. Lee has swept all company money since January 2022 forcing TourGigs to virtually cease operations until the bank accounts could be protected by the Chapter 11 filings. Despite the troubled history, and although TourGigs and TGTN have very few tangible assets of value, TourGigs is the 51% owner of another entity called Gigcasters, LLC ("GC"). TourGigs' 51% ownership in GC is valued at $4,182,000, and TourGigs has worked diligently to be a good steward of its investment in GC. Because TourGigs has a controlling interest in GC, TourGigs intends to utilize the Chapter 11 process to propose a 100% plan to pay all allowed claims in full using either disposable income or, to the extent necessary, sale of the GC stock. With the protection afforded by Chapter 11, TourGigs and TGTN have charted a path forward that will focus on large events. Under Mr. Barnicle's experienced leadership, TourGigs and TGTN will pursue high-quality productions with A-List artists, brands, and clients. The company will not service any unprofitable accounts. Shifting the focus to a higher quality clientele is the plan forward to profitability in 2022 and beyond. On the Petition Date, the Company filed several "first day motions" seeking various forms of relief to enable an orderly transition into Chapter 11. About TourGigs, LLC TourGigs LLC -- https://tourgigs.com/ -- is an in-house production and distribution company that makes live concert videos available for purchase within days of the actual filming. TourGigs, LLC, and affiliate TourGigs TN, LLC, sought protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 22-02014 and 22-02012) on June 28, 2022. In the petition filed by Sean T. Barnicle, as chief executive officer, TourGigs LLC estimated assets and liabilities both between $1 million and $10 million. Nancy King, of EmergeLaw, PLC, is the Debtors' counsel. TOURGIGS LLC: Unsecured Creditors to be Paid in Full in Joint Plan ------------------------------------------------------------------ TourGigs, LLC and Tourgigs TN, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Joint Plan of Reorganization dated June 28, 2022. TourGigs was formed in 2013 as a Delaware entity with a primary focus on content and video production. TGTN is a Tennessee entity created to handle Tennessee business clients, and projects and artists in Tennessee. With the protection afforded by Chapter 11, TourGigs and TGTN have charted a path forward that will focus on large events. Under Mr. Barnicle's experienced leadership, TourGigs and TGTN will pursue high-quality productions with A-List artists, brands, and clients. The company will not service any unprofitable accounts. Shifting the focus to a higher quality clientele is the plan forward to profitability in 2022 and beyond. As of the Petition Date, the Company primary asset, with a value in excess of $4 million, is a 51% ownership stake in Gigcasters, LLC. The Company has no secured debt. The Company has total unsecured debt of approximately $1.5 million including a judgment claim by one of its current members. This Plan is the Debtors' comprehensive proposal to pay 100% of all valid claims and to enable the Debtors to continue in business. The Plan will treat claims as follows: * Class 1 consists of Administrative Claims Not Paid on the Effective Date. If necessary to obtain Confirmation of this Plan under section 1191(e) of the Code, Administrative Claims not paid in full on or before the Effective Date shall be fully paid Pro Rata on the same terms as Class 3 Claims. * Class 2 consists of Priority Claims Other Than Priority Tax Claims. Each Person holding a Class 2 Claim shall be paid the Allowed Amount of such Claim in cash, in full, on the latest of: (i) the Effective Date; (ii) the date such Claim is allowed by Final Order; or (iii) the date such payment is due under applicable law. Each Contested Priority Claim shall become an Allowed Priority Claim only upon entry of, and only to the extent such claim is allowed by, a Final Order. * Class 3 consists of Unsecured Claims. Each Holder of an Allowed Class 3 Claim shall be paid its Pro Rata portion of the Debtors' Disposable Income in annual disbursements during the Commitment Period, with the first such payment due on the Effective Date. Upon the closing of the sale of Gigcasters, LLC, Class 3 Claims then remaining shall be paid in full from the sale proceeds received by Debtor TourGigs, LLC, or their Pro Rata portion of such proceeds if insufficient to fully pay remaining Class 3 Claims. Allowed Class 3 Claims shall bear interest at 5% per annum. * Class 4 Membership Interests. Except for Interests that may be Contested by the Debtors and disallowed by Final Order, membership interests in and ownership of the Debtors shall remain unaltered. The Debtors shall use proceeds from operation of the business and proceeds from the sale of Gigcasters, LLC to pay all required payments on the Effective Date and all payments due under the Plan on an on-going basis. A full-text copy of the Joint Plan dated June 28, 2022, is available at https://bit.ly/3NBi0N6 from PacerMonitor.com at no charge. Attorneys for Debtors: Robert J. Gonzales Nancy B. King EmergeLaw, PLLC 4000 Hillsboro Pike, Suite 1112 Nashville, Tennessee 37215 Tel: (615) 815-1535 E-mail: robert@emerge.law nancy@emerge.law About TourGigs LLC TourGigs was formed in 2013 as a Delaware entity with a primary focus on content and video production. TourGigs is a virtual company operating in multiple states, and doing business in Nashville, Tennessee, Austin, Texas, Golden, Colorado, Asbury Park NJ, among other locations. TOYS "R" US: Former Executives Face Trial on Botched Bankruptcy --------------------------------------------------------------- Jeremy Hill and Eliza Ronalds-Hannon of Bloomberg News report former Toys "R" executives Us are set to stand trial over allegations they misled suppliers about the retailer's dire financial condition while the company tried to stay afloat in bankruptcy and then stiffed them on more than $600 million of bills. U.S. Bankruptcy Judge Keith Phillips on Monday said a trial should go forward, rebuffing a request from the former executives to throw out the creditor claims entirely. The former directors and officers have denied wrongdoing. Open questions, according to the judge, include whether the retailer was already insolvent when it paid nearly $18 million to its private-equity backers -- Bain Capital, KKR & Co. and Vornado Realty Trust -- between 2014 and 2017. The creditors also allege that millions of dollars of bonuses paid to 117 Toys "R" Us executives and managers just prior to the company's 2017 bankruptcy amount to a breach of the former executives' fiduciary duty. The largest bonus -- $2.8 million -- went to former Chief Executive Officer David Brandon. An official committee of low-ranking creditors later negotiated a reduction in the bonus amounts, according to court papers. The collapse of Toys "R" Us involved a little-anticipated bankruptcy filing in 2017 that set off a months-long effort to restructure the company in bankruptcy court before it ultimately liquidated early the next year. The company had struggled for a decade with a crushing debt load from its 2005 leveraged buyout by Bain, KKR and Vornado. The directors revealed in pretrial depositions that they knew the company couldn't comply with the terms of debt taken on to finance the bankruptcy, according to filings by the unpaid creditor group. Financial forecasts the directors describe reviewing in August 2017, before the bankruptcy began, showed the company would breach a liquidity covenant by January 2018. The company's breach of that covenant marked the beginning of a pivot to abandon the restructuring effort and wind operations down. The creditors also argued that the executives' decision to take on more debt to fund the bankruptcy was negligent, but Judge Phillips on Tuesday nixed that and related claims, deferring to the court’s blessing of so-called debtor-in-possession financing during the bankruptcy. The case is TRU Creditor Litigation Trust v. Raether et al, 20-03038, U.S. Bankruptcy Court for the Eastern District of Virginia (Richmond). About Toys "R" Us Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us became a privately owned entity but still filed with the U.S. Securities and Exchange Commission as required by its debt agreements. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C., as local counsel; FTI Consulting, Inc., as financial advisor; and Moelis & Company LLC as investment banker. Grant Thornton is the monitor appointed in the CCAA case. TRILOGY INTERNATIONAL: S&P Withdraws 'B-' LT Issuer Credit Rating ----------------------------------------------------------------- S&P Global Ratings withdrew its 'B-' long-term issuer credit and issue-level ratings on Trilogy International Partners LLC and subsidiaries at the company's request following the prepayment of its outstanding $357 million 8.875% senior secured notes due 2023 on May 24, 2022. TUPPERWARE BRANDS: Egan-Jones Retains BB- Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on June 14, 2022, retained the 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Tupperware Brands Corporation. 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. VAL PROPERTIES: August 9 Disclosure Statement Hearing Set --------------------------------------------------------- Judge Carlota M. Bohm has entered an order within which August 9, 2022 at 11:00 A.M., is the ZOOM Hearing to consider the approval of the Disclosure Statement of VAL Properties, LLC. In addition, August 2, 2022, is the last day for filing and serving Objections to the Disclosure Statement and to file a Request for Payment of an Administrative Expense. A copy of the order dated June 28, 2022, is available at https://bit.ly/3IasSAb from PacerMonitor.com at no charge. Attorney for the Debtor: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Tel: (412) 232-0930 E-mail: dcalaiaro@c-vlaw.com About VAL Properties VAL Properties, LLC, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-22384) on Nov. 3, 2021, listing up to $50,000 in assets and up to $1 million in liabilities. Judge Carlota M. Bohm oversees the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik, is the Debtor's legal counsel. VERNER D. NELSON: J.I. Condominium Buying Garage Stall for $3.2K ---------------------------------------------------------------- Verner D. Nelson and Donna L. Nelson ask the U.S. Bankruptcy Court for the Northern District of Iowa to authorize the sale of their garage stall located at J.I. Condominiums in Waterloo, Iowa, to J.I. Condominium Association, Inc., for $1,500, as well payment of the $1,698 owed to J.I. The Debtors own the garage. The garage is not very valuable, and the Debtors owe J.I. $1,698 in back dues, assessments, etc. The Debtors have received an offer from Richard Morris, J.I.'s attorney, to purchase the garage for $1,500 as well as forgive the $1,698 in fees. As the garage is located at the condominiums, J.I. is the natural purchaser. The Debtors owe approximately $500 in property taxes, which will be paid from money received from J.I. for the sale of the garage stall. They are not aware of any encumbrances on the garage aside from the property taxes and the condominium association's potential lien for unpaid dues and assessments. The Debtors respectfully request that the Court authorizes them to sell the garage stall, and grant such other relief as is just and equitable given the circumstances. A copy of the Letter of Intent is available at https://tinyurl.com/4er8jdwu from PacerMonitor.com free of charge. Verner D. Nelson and Donna L. Nelson sought Chapter 11 protection (Bankr. N.D. Iowa Case No. 21-00759) on Aug. 18, 2021. The Debtors tapped Austin Peiffer, Esq., as counsel. VERTEX ENERGY: Fitch Assigns First Time 'B-' LongTerm IDR --------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B-' to Vertex Energy Inc (Vertex) and Vertex Refining Alabama LLC. Fitch has also assigned a 'B'/'RR3' rating to Vertex Refining Alabama's USD165 million secured term loan. The Rating Outlook is Stable. Vertex's 'B-' rating reflects its small scale compared to peers, high sensitivity to U.S. Gulf Coast crack spreads, low refining complexity, single refinery operational risk, risks related to its renewable diesel project, and reliance on free cash flow (FCF) generation to support liquidity. The rating benefits from very strong near-term expected refining margins, low leverage, and a forward-looking energy transition profile of the business model. The Stable Outlook is driven by Fitch's projections of positive 2022-2025 FCF for Vertex which assumes refinery crack spreads below current levels. Fitch's current strong FCF forecast props up the company's liquidity. KEY RATING DRIVERS Refinery Acquisition Transforms Profile: On April 1, 2022, Vertex acquired a 75,000 barrels per day (kb/d) refinery near Mobile, Alabama from Shell plc (AA-/Stable). Total consideration was around USD100 million excluding inventory. Although Vertex has historically been engaged in recycling of used motor oil (UMO), other oil products and metals, Fitch views Vertex primarily as a refining company post acquisition. Near-Record Crack Spreads: Middle distillate crack spreads soared across the globe in early March 2022 partially driven by fears of disruptions due to potentially lower exports from Russia, restrictions in China and previous refinery shutdowns in the U.S. and worldwide. Gasoline gross refining margins also started climbing in March and reached near record levels in June 2022. Vertex greatly benefits from elevated crack spreads despite the increased natural gas prices and other costs. Fitch forecasts its 2022 EBITDA to reach USD298 million, up from small or negative EBITDA from its legacy assets in 2018-2021. High oil products prices are also lifting profits at its legacy recycling segment. However, refining margins can be very volatile. Fitch's base case assumes normalization of margins in 2023-2024. Fitch forecasts Vertex's average 2024-2025 EBITDA at USD60 million. Renewable Conversion Risks and Rewards: Vertex is converting the hydrocracking unit at Mobile refinery to a renewable diesel production unit. Vertex targets 8-10kb/d renewable diesel production in 1Q23 potentially expandable to 14kb/d, which Fitch estimates to be positive for the refinery's profitability and company's longer-term prospects. The project cost is USD90 million-USD100 million (i.e., comparable with the 75kb/d refinery acquisition cost). Fitch forecasts the project will increase Vertex's annual gross profit by roughly USD30 million-USD50 million in based on Fitch's assumptions around normalized market conditions. Facilities installation should begin in 2H22. Fitch considers inability to secure plant oil feedstock at reasonable cost, weakening renewable diesel margins (e.g., due to regulatory actions) and project completion delays as the main risks. Motor Oil Segment Reconsolidated: Vertex decided to sell its UMO business to a competitor in 2021, however the deal was terminated in early 2022. The UMO segment is accounted for as discontinued operations that are excluded from Vertex's EBITDA and cash flows because the company currently intends to dispose of the business. Fitch assumes that UMO business will be retained and consolidates it in the forecasts. Recycling Business Provides Diversification: Vertex's legacy refining and marketing (R&M) involves re-refining UMO, petroleum distillates, and chemical feedstock from pipeline operators, refineries, chemical plants into pygas, gasoline blendstock and marine fuel cutter stock. Fitch estimates that UMO and R&M business lines can generate almost USD80 million of gross profit in 2022 and around USD40-USD60 million annually in 2023-2025. UMO profits are positively correlated with the level of oil prices. Positive FCF, Increasing Leverage: Under Fitch's current crack spreads assumptions, Vertex should generate solid FCF, which is sufficient to repay its debt maturities in 2022-2024 assuming its inventory intermediation facility is extended. However, Fitch forecasts the company's FCF will decline as market conditions normalize, which will make it more vulnerable to unexpected refining margin downswings. Fitch currently expects Vertex's gross debt/EBITDA leverage to fluctuate between 1.4x and 4.7x in 2022-2025. Fitch expects a substantial increase in leverage in 2024 due to weakening crack spread assumptions that drive the company's EBITDA. Scale, Low Complexity Pressure Rating: Vertex's main EBITDA driver is its Mobile refinery. Fitch expects its core profitability before EBITDA from renewable diesel to be more sensitive to oil crack spreads than peers' refineries, which are typically more complex. Vertex partially hedges short-term crack spread but will be vulnerable to longer term market fluctuations. Vertex has strong market position in its region but largely relies on a single asset for cash flow generation because its other segments are substantially smaller in scale. Intermediation Liabilities Treated as Debt: Fitch adds the expected amounts drawn under Vertex's intermediation agreement with Macquarie to debt. Vertex uses this facility to pay for Mobile refinery inventory. Fitch understands from management that the outstanding liabilities under the facility amount to roughly USD170 million at early June 2022, which constitutes around 40% of Vertex's Fitch-adjusted debt. Macquarie charges interest on the facility. The facility has a two-year tenor but can be cancelled earlier by each party. PSL Considerations: Fitch views Vertex Refining Alabama LLC's (Vertex's subsidiary operating the Mobile refinery) standalone credit profile at the same level as Vertex's. Therefore, Fitch assigns the same IDR's to both entities. Vertex guarantee's Vertex Refining Alabama LLC's term loan and intermediation facility. No Equity Credit for Convertibles: Fitch does not assign any equity credit to Vertex's USD95 million outstanding convertible notes because they do not have coupon deferral option. Fitch assumes that the notes remain outstanding until their maturity, however it is possible that they are converted to ordinary shares in 2022 as Vertex's stock price has considerably increased. Vertex has an Environmental, Social and Corporate Governance (ESG) Relevance Score of '4' under Environmental Factors, which reflects its material exposure to extreme weather events (hurricanes), which may lead to extended shutdowns. Its key Mobile refinery is located on the Gulf Coast. The factor has negative impact on the credit profile and is relevant to the rating in conjunction with other factors. DERIVATION SUMMARY Vertex has smaller scale than Delek US Holdings, Inc. (BB-/Stable), PBF Holding Company LLC (BB-/Stable) and CITGO Petroleum Corp. (B/Stable) due to reliance on a single refinery that dominates its asset base despite presence of the legacy recycling business. Vertex's Mobile refinery is also less complex than those of its peers, therefore Fitch expects it to be more sensitive to price environment. Vertex's liquidity is less diversified than Delek's, CITGO's or PBF's due to its focus on FCF generation to cover debt maturities or unexpected swings in working capital. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: -- Uninterrupted access to liquidity; -- Crack spread declining more than 50% between 2022 and 2024; -- 71 kboe/d throughput in 2022-2025; -- 7 kboe/d of renewable diesel production in 2023, increasing to 10 kboe/d in 2024-2025; -- Average soybean oil prices falling by 30% between 2022 and 2025; -- Blenders tax credit at USD1 per gallon in 2022-2025; -- Capex of USD115 million in 2022, USD45 million in 2023 and USD30 million in 2024-2025; -- No dividends in 2022-2025; KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Vertex would be liquidated rather than reorganized as a going-concern (GC) in bankruptcy. Fitch has assumed a 10% administrative claim. Going-Concern Approach Vertex's GC EBITDA estimate of USD60 million reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation (EV). This value is based on mid-cycle refining crack spreads and the successful hydrocracking unit conversion. An EV multiple of 3.5x was applied to the GC EBITDA to calculate a post-reorganization EV of USD210 million. This is below the median 5.3x exit multiple for energy in Fitch's Energy, Power and Commodities Bankruptcy Enterprise Value and Creditor Recoveries (Fitch Case Studies - September 2021), but above the multiple for the only refining-related bankruptcy in that study, Philadelphia Energy Solutions. It is below the multiple previously used for Vertex's HY refining peer PBF Holdings (3.75x). Fitch views PBF's business profile as stronger despite Vertex's investments in renewable diesel production and legacy recycling business. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. For liquidation value, Fitch applied a 90% advance rate to Vertex's inventories as crude and refined products are standardized and easily re-sellable. Fitch used 75% advance rate for the company's receivables and 50% rate for its fixed assets including investments in renewable diesel. The maximum of these two approaches was the liquidation approach of USD304 million. Fitch assumed the inventory intermediation facility at level of Mobile refinery (Vertex Refining Alabama LLC) remains USD170 million and has effective priority to the term loan and convertible notes because it is secured by the most liquid assets (i.e., oil inventory) and may be replaced with a super-senior facility if Vertex's credit profile weakens. The remaining funds are used to cover Vertex Refining Alabama's USD165 million term loan secured by property, plant and equipment as well as other assets. The USD95 million unsecured convertible notes issued by Vertex's HoldCo are subordinated to the intermediation facility and the term loan. The allocation of value in the liability waterfall results in recovery corresponding to 'RR3' for the secured term loan. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Upgrade is unlikely unless the company achieves significantly greater scale, improved asset diversification and stronger liquidity. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Deterioration in liquidity; -- Failure to commence renewable diesel production; -- EBITDA/Interest coverage below 1.5x midcycle; -- Debt/EBITDA leverage exceeding 5.0x midcycle; BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Liquidity Reliant on FCF and Refinancing: Vertex has annual debt repayments of USD8.3 million in 2023 and 2024, which was less than its unrestricted cash, which amounted to USD24 million at end-March 2022. Mobile refinery acquisition consideration, USD44 million full consolidation of stake in recycling subsidiary in 2022 and hydrocracker conversion capex can be broadly covered by the USD165 million term loan and restricted cash designated to Mobile refinery acquisition. Fitch currently expects Vertex to generate positive FCF in 2022-2025 resulting in high cash balance over the forecast period. However, the company does not have long-term committed revolving facilities that can be used to cover unexpected negative FCF due to changing refining market conditions. Additionally, Vertex relies on uncommitted intermediation facility rollover to fund large amounts of inventory. The facility expires in 2024, although it may be extended. ISSUER PROFILE Vertex is a small-scale company managing a 75 kb/d operable capacity refinery located in Alabama that aims to launch renewable diesel production in 2023. It also has legacy businesses that process used oil products and metals and produces ready-to-use recycled feedstock. SUMMARY OF FINANCIAL ADJUSTMENTS -- Fitch removed USD0.1 million of lease interest costs and depreciation of right-of-use assets from Vertex's 2021 EBITDA. Fitch also removed lease from Vertex's debt; -- Fitch does not assign equity credit to the convertible notes; -- Fitch treats the USD100 million of restricted cash on Vertex's balance sheet as not readily available; -- Fitch added back USD7.3 million of Mobile refinery acquisition-related costs to Vertex's EBITDA and FFO; -- Fitch deducted the cash loss on commodity derivatives from Vertex's revenue and adjusted its costs accordingly. ESG CONSIDERATIONS Vertex Energy Inc. has an ESG Relevance Score of '4' for Exposure to Environmental Impacts due to material exposure to extreme weather events (hurricanes), which may lead to extended shutdowns. Its key Mobile refinery is located on the Gulf Coast. This has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING RECOVERY ---- ------ -------- Vertex Refining Alabama LLC LT IDR B- New Rating senior secured LT B New Rating RR3 Vertex Energy Inc. LT IDR B- New Rating VINO CAFE: Amends SBA Secured Claim Pay Details ----------------------------------------------- Vino Cafe LLC submitted an Amended Plan of Reorganization for Small Business dated June 28, 2022. 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 1 consists of Priority claims. The priority claim of New York State in the amount of $19,441.53 will be paid per poc 1-4 dated May 2, 2022 will be paid at $457.43. Class 4 consists of the Secured claim of Small Business Administration. The amount of $53,041.10 per poc (2-1) filed 2//8/2022 payable at 3.75% or $245.64 per month for the term of thirty (30) years. Like in the prior iteration of the Plan, filed and allowed unsecured general non-priority claims 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 SBA 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. Debtor shall pay allowed claims in accordance with the terms of the confirmed Plan from revenue derived from its continuing operation. A full-text copy of the Amended Plan dated June 28, 2022, is available at https://bit.ly/3yb5ga9 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. WCP SOLAR: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: WCP Solar Services LLC 1057 Shore Rd Naperville, IL 60563 Chapter 11 Petition Date: July 1, 2022 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 22-07424 Judge: Hon. David D. Cleary Debtor's Counsel: Paul M. Bach, Esq. BACH LAW OFFICES, INC. P.O. Box 1285 Northbrook, IL 60065 Tel: (847) 564-0808 Fax: (847) 564-0985 Email: pnbach@bachoffices.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Everton Walters as authorized representative of the Debtor. 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/FO3G7JI/WCP_Solar_Services_LLC__ilnbke-22-07424__0001.0.pdf?mcid=tGE4TAMA WENDY'S CO: Egan-Jones Retains B Unsecured Ratings -------------------------------------------------- Egan-Jones Ratings Company on June 16, 2022, retained the '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. WEST PACE: Trustee Proposes July 29 Auction of Lee County Property ------------------------------------------------------------------ Marshall Glade, as Liquidating Trustee for West Pace, LLC, asks the U.S. Bankruptcy Court for the Middle District of Alabama to authorize the bidding procedures in connection with the sale of the tract of land located in Lee County, Alabama, consisting of approximately 36.45 acres, known as Parcel B-1, Redivision of Parcel B, Tommy Pace Subdivision, as shown in Plat Book 27 at Page 176 in the Office of the Judge of Probate of Lee County, Alabama and as Lee County Tax Parcel 43-19-01-12-0-000-055.009, to J.E. Satterwhite for $950,000, subject to overbid. The Trustee has retained Greg Eidson as his real estate broker. Mr. Eidson has undertaken an extensive marketing effort for the Property, which will continue up until the Auction. The Trustee believes a sale of the Property represents the best option available to maximize value for stakeholders in the Case. The Trustee intends to sell the Property pursuant to the bidding procedures. He proposes that J.E. Satterwhite serve as the Stalking Horse Bidder pursuant to the proposed Purchase and Sale Agreement. Pursuant to the Stalking Horse Agreement, in the event that a higher and better bid is accepted by the Seller via the Auction, and the resulting contract is approved by the Court, the Stalking Horse Bidder is entitled to: a. A breakup fee of 3% of the accepted Auction bid; b. A reimbursement of the Stalking Horse Bidder's reasonable and actual fees and expenses, up to $25,000, incurred as the Stalking Horse Bidder; and c. An initial overbid protection in the amount of $55,000 The salient terms of the Bidding Procedures are: a. Bid Deadline: July 15, 2022, at 4:00 p.m. (CT) b. Initial Bid: Stalking Horse Bid plus $55,000 c. Deposit: 10% of the Bid's proposed purchase price d. Auction: The Auction, if necessary, will be held at the offices of Greenberg Traurig, LLP, Suite 2500, Atlanta, GA 30305 on July 29, 2022, or such other location as identified by the Trustee after notice to all Qualified Bidder. e. Bid Increments: $10,000 f. Sale Hearing: August [TBD], 2022 g. Sale Objection Deadline: August [TBD], 2022, at 4:00 p.m. (CT) The Trustee further submits that it is appropriate to sell the Property free and clear of all Claims and Interests, with any such Claims and Interests attaching to the net sale proceeds of the Property, as and to the extent applicable. For the avoidance of doubt, the Trustee is currently unaware of any Interests encumbering the Property. By the Motion, the Trustee seek entry of a Bidding Procedures Order: a. authorizing and approving the bidding procedures in connection with the sale of the Property; b. authorizing and approving the auction and sale hearing ith respect to the sale of the Property free and clear of liens, claims, encumbrances, and other interests; c. scheduling the Auction and Sale Hearing; and d. granting related relief. Furthermore, the Trustee will seek entry of an order at the conclusion of the Sale Hearing: a. authorizing and approving the Sale of the Property to the Successful Bidder on the terms substantially set forth in the Successful Bid; and b. authorizing and approving the Sale of the Property free and clear of liens, claims, encumbrances, and other interests, all in accordance with the Successful Bid. To maximize the value received from the Property, the Trustee seeks to close the Sale as soon as possible after the Sale Hearing. Accordingly, he requests that the Court waives the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/2rbx922u from PacerMonitor.com free of charge. About West Pace LLC West Pace, LLC, a privately held company based in Auburn, Alabama, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 20-80067) on Jan. 16, 2020. In the petition signed by Thomas M. Hayley, managing member, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. Judge William R. Sawyer oversees the case. The Debtor tapped Michael A. Fritz, Sr., at Fritz Law Firm as counsel and Hayley Redd Real Estate Company as realtor. WHETSTONE PARTNERS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Whetstone Partners, LLP 7450 N Thornydale Road Tucson, AZ 85741 Chapter 11 Petition Date: June 30, 2022 Court: United States Bankruptcy Court District of Arizona Case No.: 22-04271 Debtor's Counsel: Charles Richard Hyde, Esq. THE LAW OFFICES OF C.R. HYDE, PLC 2810 N Swan Rd. #150 Tucson, AZ 85712 Tel: 520-270-1110 Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Ernest Graves 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/RUE4NBY/WHETSTONE_PARTNERS_LLP__azbke-22-04271__0001.0.pdf?mcid=tGE4TAMA WILLIAM F. EVERETT JR.: Sells Four Winns Boat to Pringle for $12K ----------------------------------------------------------------- William F. Everett, Jr., and Anne Adams ask the U.S. Bankruptcy Court for the Middle District of Florida to authorize them to sell the 2004 Four Winns 180 Horizon boat to Diana Pringle for the amount of $12,000, free and clear of liens. The Debtors own the Boat. The Boat is not encumbered by any liens. The Boat is not necessary for the Debtors' reorganization. Allowing the Boat to be sold will reduce the claims against the Debtors' estate and will relieve them of the burdens of property ownership, such as insurance and maintenance. The Debtors believe that the proposed sale will achieve maximum value for the Boat. Through the efforts of WLM Yacht Sales, the Debtors have received an offer from the Purchaser to purchase the Boat "as is" for $12,000. This is an arms'-length transaction for fair market value. The Purchaser was not known to the Debtors prior to the proposed transaction. The terms of the offer are set forth in a "Brokerage Offer to Purchase. Consummation of the proposed sale will incur certain expenses, including the broker's fee payable to WLM Yacht Sales in the amount of $3,000, payment of which will be made from the sales proceeds. The Debtors request authority to sell the Boat free and clear of all liens, claims, encumbrances, and interests. They further request authority to pay the Broker's Fee from the sale proceeds without further order of the Court. After payment of the Broker's Fee, the Debtors anticipate netting sale proceeds in the amount of $9,000, which will be escrowed with Stichter Riedel pending further order of the Court. A copy of the Contract is available at https://tinyurl.com/kpkh3wsy from PacerMonitor.com free of charge. William F. Everett, Jr. and Anne Adams Everett sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 22-01189) on March 25, 2022. The Debtors tapped Barbara Hart, Esq., at Stichter, Riedel, Blain & Postler, P.A. as counsel. WIRTA HOTELS: Loses Exclusive Control of Bankruptcy --------------------------------------------------- Wirta Hotels, LLC has lost the exclusive right to submit a plan for emerging from Chapter 11 protection. Judge Christopher Alston of the U.S. Bankruptcy Court for the Western District of Washington denied the company's bid to extend its exclusive filing period, allowing others to file a competing plan in its Chapter 11 case. While Judge Alston terminated Wirta's right to exclusively file a plan, he simultaneously ordered that no other party can obtain a hearing on approval of a disclosure statement relating to a competing plan prior to the conclusion of the hearing on confirmation of the company's first amended Chapter 11 plan of reorganization. The confirmation hearing on the company's first amended plan is currently scheduled for July 28. Wirta filed the latest version of its plan on June 6, which proposes to pay creditors from the operation of its hotel in Sequim, Wash. Under the plan, general unsecured creditors, which, together, hold $30,519.89 in claims, will be paid in full. Wilmington Trust, National Association, a lender, objected to both the proposed plan and extension of the exclusivity filing period, arguing that the plan is "patently unconfirmable" based on, among other provisions, a 4.25% interest rate, interest-only treatment, a potential short-sale of the lender's collateral on negative notice, and overly lenient default terms. The lender intends to file a plan that would provide for a structured marketing and sale of the hotel, pay all creditors in full, and leave a large return for equity holders. About Wirta Hotels Wirta Hotels, LLC, owns and operates Quality Inn & Suites at Olympic National Park, a hotel located at 134 River Road, Sequim, Wash. Wirta Hotels filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 21-11556) on Aug. 13, 2021, listing $3,136,280 in assets and $5,193,377 in liabilities. Judge Christopher M. Alston oversees the case. Foster Garvey, PC serves as the Debtor's legal counsel and Premier Capital Associates, LLC its financial consultant. WOLVERINE WORLD: Egan-Jones Retains B Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company on June 13, 2022, retained the '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. YORKTOWN ELECTRIC: Loftman Buying 1999 GMC Bucket Truck for $10K ---------------------------------------------------------------- Yorktown Electric Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of its 1999 GMC Bucket Truck to Andrew Loftman for $10,000. The Debtor is the owner of the Vehicle, which it listed on Schedule "A/B" of its Petition. It owns the Vehicle free and clear. The Debtor estimates that the value of the Vehicle is no greater than $8,000. The Purchaser, an individual who used to work for the Debtor approximately one year ago and has a mailing address of 39 Lockwood Lane, Mahopac, NY 10541, has offered to purchase the Vehicle from the Debtor for a lump sum payment of $10,000. The sale proceeds will be deposited into the Debtor's DIP account upon the closing of the sale. The proposed sale is on fair and equitable terms and is in the best interest of the bankruptcy estate and its creditors. The Debtor requests that the 14-day stay required under Bankruptcy Rule 6004(h) be waived, and that any order granting the Motion is effective immediately upon entry. About Yorktown Electric Yorktown Electric Inc., doing business as Yorktown Electric, is an electrical contractor for both residential and commercial properties. Yorktown Electric Inc. filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D, Fla. Case No. 22-02329) on June 10, 2022. In the petition filed by Howard K. Orneck, as president, the Debtor estimated assets and liabilities between $100,000 and $500,000 each. Buddy D. Ford, of Buddy D. Ford, P.A., is the Debtor's counsel. Kathleen L. DiSanto has been appointed as Subchapter V trustee. YORKTOWN ELECTRIC: Santagate Buying 2017 Dodge Ram Van for $7K -------------------------------------------------------------- Yorktown Electric Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of its 2017 Dodge Ram Van to John Santagate for $7,000. The Debtor is the owner of the Vehicle, which it listed on Schedule "A/B" of its Petition. It owns the Vehicle free and clear. The Debtor estimates that the value of the Vehicle is no greater than $8,000. The Purchaser, an individual who used to work for the Debtor approximately ten years ago and has a mailing address of PO Box 1125, Yorktown Heights, NY 10598, has offered to purchase the Vehicle from the Debtor for a lump sum payment of $7,000. The sale proceeds will be deposited into the Debtor's DIP account upon the closing of the sale. The proposed sale is on fair and equitable terms and is in the best interest of the bankruptcy estate and its creditors. Although the Debtor is selling the Vehicle for slightly less than its estimated value, the Debtor is not being forced to pay carrying costs or professionals to assist it with the sale. The Debtor requests that the 14-day stay required under Bankruptcy Rule 6004(h) be waived, and that any order granting the Motion is effective immediately upon entry. About Yorktown Electric Yorktown Electric Inc., doing business as Yorktown Electric, is an electrical contractor for both residential and commercial properties. Yorktown Electric Inc. filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D, Fla. Case No. 22-02329) on June 10, 2022. In the petition filed by Howard K. Orneck, as president, the Debtor estimated assets and liabilities between $100,000 and $500,000 each. Buddy D. Ford, of Buddy D. Ford, P.A., is the Debtor's counsel. Kathleen L. DiSanto has been appointed as Subchapter V trustee. ZZ HOME CARE: Wins Cash Collateral Access on Final Basis -------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina, Greensboro Division, authorized ZZ Home Care, LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor argued it is dependent upon the use of cash collateral to pay on-going costs of operating the business and insuring, preserving, repairing, and protecting all its tangible assets. In July 2020, the Debtor obtained an EIDL loan with the U.S. Small Business Administration in excess of $150,000. As security for the Loan, the Debtor executed a promissory note in favor of the SBA covering all of the Debtor's tangible and intangible personal property, including without limitation inventory, equipment, instruments, chattel paper, documents, accounts, deposit accounts, general intangibles and proceeds and products thereof. The SBA filed a UCC-1 covering the SBA Collateral with the North Carolina Secretary of State on July 7, 2020, bearing file number 20200100508K. The Debtor has agreed to provide the SBA with adequate protection for the use of its cash collateral by: a. limiting the use of cash collateral as generally projected in the proposed budget and as set forth in the proposed Interim Order, or as may otherwise be approved by the Court after further notice and hearing. b. providing the SBA with a continuing post-petition lien and security interest in all property and categories of property of the Debtor in which and of the same priority as the SBA held a similar, unavoidable lien as of the Petition Date, and the proceeds thereof, whether acquired pre-petition or post-petition, equivalent to a lien granted under sections 364(c)(2) and (3) of the Bankruptcy Code, but only to the extent of any diminution in the value of the SBA Collateral from and after the Petition Date. The validity, enforceability, and perfection of the aforesaid post-petition liens on the Post-petition Collateral will not depend upon filing, recordation, or any other act required under applicable state or federal law, rule, or regulation. c. to the extent that the protections fail to adequately protect the SBA's interest in the cash collateral, providing the SBA an allowed priority claim under Section 507(b) of the Bankruptcy Code to the extent of any diminution in value of the cash collateral from and after the Petition Date. d. providing to the SBA and the Bankruptcy Administrator (i) evidence of adequate insurance in effect with respect to all insurable property of the estate, and (ii) budget to actual reports on a monthly basis by and through the Debtor's filed monthly reports; and (iii) other financial reports as may be reasonably requested from the Debtor by such parties. The Order will remain in full force and effect until the earlier of (a) entry of an Order by the Court modifying the terms of the Order, (b) entry of an Order by the Court terminating the right to use cash collateral, (c) the effective date of any confirmed plan, (d) conversion to Chapter 7, or (e) dismissal of the case. A copy of the order and the Debtor's budget is available at https://bit.ly/3I9tXZ6 from PacerMonitor.com. The Debtor projects $59,000 in sales and $57,506 in total expenses for one month. About ZZ Home Care, LLC ZZ Home Care, LLC owns a home health care business based in Burlington, North Carolina, with a satellite office in Asheville, North Carolina. ZZ Home Care sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-10281) on May 31, 2022. In the petition signed by Michael Zurilla, member manager, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Lena Mansori James oversees the case. Rebecca F. Redwine, Esq., at Hendren, Redwine & Malone, PLLC is the Debtor's counsel. Everett B. Saslow, Jr. serves as the Subchapter V Trustee. ZZ HOME: Proposes Private Sale of Franchised Business for $67K -------------------------------------------------------------- ZZ Home Care, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to authorize its private sale of its franchised business, including its interest in certain personal property located in Burlington and Asheboro, North Carolina, to Seven Sources, LLC, for $67,000. Objections, if any, must be filed within 21 days from the date of notice service. The Debtor operates a home health care business based in Burlington, North Carolina with a satellite office in Asheboro, North Carolina. It has 15 full-time employees and 23 part-time employees. The Debtor's business operates under a franchise agreement with Home Instead, Inc. dated Feb. 16, 2017. The business operated by the Debtor pursuant to the Franchise Agreement, together with all of the Debtor's assets and personal property, is referred to as the "Franchise Business." On May 17, 2022, the Franchisor issued a notice of termination of the Franchise Agreement. Subsequently, the Debtor and Franchisor entered an agreement providing for a standstill and opportunity for the Debtor to sell the Franchise Business. Pursuant to Section 363(f) of the Bankruptcy Code, the Debtor may, with Court approval, sell the Franchise Business (or any portion thereof) free and clear of all liens, encumbrances, rights, interests, and claims. The Buyer is an existing franchisee with the Franchisor and its track record as an experienced home care provider is sufficient assurance of future performance under the executory contracts to be assumed and assigned to the Buyer. The Debtor has determined that it is in the best interests of the Debtor, the Estate and its creditors to wind down business operations and orderly liquidate the Franchise Business by and through a private cash sale. The Franchisor has indicated its consent to the proposed sale as set forth herein and waives any cure amount owing to Franchisor pursuant to the terms of the Franchise Agreement except that Franchisor may file an unsecured pre-petition claim in the Seller's bankruptcy with respect to such cure amounts. By the Motion, the Debtor proposes to sell the Purchased Assets by private sale free and clear of all liens, encumbrances, rights, interests and claims of record. It seeks authority to sell the Purchased Assets to the Buyer for $67,000 by private sale, in accordance with the terms of their Asset Purchase Agreement. A complete description of the assets being purchased is provided in Schedule 1 to the APA provided that the Purchased Assets will not include the excluded assets identified in Schedule 2 to the APA. From the purchase price, the amount of $7,000 will be allocated to the purchase of the Debtor's two vehicles (2011 Chevrolet HHR and 2009 Chevrolet HHR) and $1,000 for miscellaneous personal property, including office furniture and equipment. The Debtor requests that the sale of the Purchased Assets as proposed be made free and clear of any and all liens, encumbrances, claims, rights and other interests therein, including but not limited to the following: any and all property taxes due and owing to any City, County, or municipal corporation; and any and all remaining interests, liens, encumbrances, rights and claims asserted against the Purchased Assets, which relate to or arise as a result of a sale of the Purchased Assets, or which may be asserted against the buyer of the Purchased Assets. The proceeds of the sale will be subject to the payment of reasonable, necessary costs and expenses of preserving, or disposing of, such property, to the extent of any benefit to the holder of an allowed secured claim, such costs and expenses to be approved by the Court. Specifically, the Debtor seeks authority to pay from the sale proceeds the associated quarterly fees, ad valorem taxes, personal property taxes, ordinary closing costs, as well as allowed administrative expenses of the Estate. If any creditor claiming a lien on the Purchased Assets or other party in interest does not object within the time allowed, such creditor will be conclusively deemed to have consented to the sale of the Purchased Assets free and clear of its liens or interests. The Purchaser is represented by: MICHAEL BEST & FRIEDRICH LLP c/o Justin M. Mertz 790 N. Water Street, Suite 2500 Milwaukee, WI 53202 E-mail: jmmertz@michaelbest.com About ZZ Home Care ZZ Home Care, LLC owns a home health care business based in Burlington, N.C., with a satellite office in Asheville, N.C. ZZ Home Care sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-10281) on May 31, 2022. In the petition signed by Michael Zurilla, member manager, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Lena Mansori James oversees the case. Rebecca F. Redwine, Esq., at Hendren, Redwine & Malone, PLLC is the Debtor's counsel. [^] BOND PRICING: For the Week from June 27 to July 1, 2022 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Accelerate Diagnostics AXDX 2.500 66.100 3/15/2023 Accuray Inc ARAY 3.750 96.365 7/15/2022 Ahern Rentals Inc AHEREN 7.375 77.045 5/15/2023 Ahern Rentals Inc AHEREN 7.375 78.173 5/15/2023 BPZ Resources Inc BPZR 6.500 3.017 03/01/2049 Basic Energy Services Inc BASX 10.750 13.000 10/15/2023 Basic Energy Services Inc BASX 10.750 15.000 10/15/2023 Bed Bath & Beyond Inc BBBY 3.749 42.001 08/01/2024 Buckeye Partners LP BPL 6.375 78.797 1/22/2078 Buffalo Thunder Development Authority BUFLO 11.000 50.000 12/09/2022 Capital One NA COF 2.191 99.423 08/08/2022 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 24.476 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 11.958 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 27.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 25.275 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 25.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 12.625 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 32.000 8/15/2026 Diebold Nixdorf Inc DBD 8.500 51.759 4/15/2024 EnLink Midstream Partners LP ENLK 6.000 69.000 N/A Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Transfer LP ET 6.250 78.300 N/A Enterprise Products Operating LLC EPD 4.875 78.045 8/16/2077 Envision Healthcare Corp EVHC 8.750 29.103 10/15/2026 Envision Healthcare Corp EVHC 8.750 30.049 10/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 30.155 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 64.783 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 32.452 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 64.783 7/15/2023 Florida Power & Light Co NEE 1.280 89.222 03/01/2071 GNC Holdings Inc GNC 1.500 0.768 8/15/2020 GTT Communications Inc GTTN 7.875 8.250 12/31/2024 GTT Communications Inc GTTN 7.875 9.000 12/31/2024 General Electric Co GE 4.200 71.375 N/A Goldman Sachs Group Inc/The GS 5.000 85.500 N/A JPMorgan Chase & Co JPM 4.625 86.512 N/A Lannett Co Inc LCI 7.750 46.191 4/15/2026 Lannett Co Inc LCI 4.500 28.850 10/01/2026 Lannett Co Inc LCI 7.750 45.222 4/15/2026 MAI Holdings Inc MAIHLD 9.500 30.000 06/01/2023 MAI Holdings Inc MAIHLD 9.500 30.000 06/01/2023 MAI Holdings Inc MAIHLD 9.500 30.000 06/01/2023 MBIA Insurance Corp MBI 12.304 11.149 1/15/2033 MBIA Insurance Corp MBI 12.304 11.149 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 96.038 10/01/2023 Macy's Retail Holdings M 6.700 95.198 7/15/2034 Macy's Retail Holdings M 6.700 95.198 7/15/2034 Morgan Stanley MS 1.800 76.356 8/27/2036 Nine Energy Service Inc NINE 8.750 63.952 11/01/2023 Nine Energy Service Inc NINE 8.750 63.468 11/01/2023 Nine Energy Service Inc NINE 8.750 63.312 11/01/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.783 1/29/2020 Patriot National Bancorp Inc PNBK 6.250 73.260 6/30/2028 Patriot National Bancorp Inc PNBK 6.250 73.260 6/30/2028 Plains All American Pipeline LP PAA 6.125 73.000 N/A Renco Metals Inc RENCO 11.500 24.875 07/01/2003 Revlon Consumer Products REV 6.250 8.125 08/01/2024 Rolta LLC RLTAIN 10.750 0.507 5/16/2018 RumbleON Inc RMBL 6.750 44.127 01/01/2025 Sears Holdings Corp SHLD 8.000 0.620 12/15/2019 Sears Holdings Corp SHLD 6.625 2.588 10/15/2018 Sears Holdings Corp SHLD 6.625 2.611 10/15/2018 Sears Roebuck Acceptance SHLD 7.000 1.089 06/01/2032 Sears Roebuck Acceptance SHLD 7.500 1.065 10/15/2027 Sears Roebuck Acceptance SHLD 6.500 1.029 12/01/2028 TPC Group Inc TPCG 10.500 54.938 08/01/2024 TPC Group Inc TPCG 10.500 54.634 08/01/2024 TerraVia Holdings Inc TVIA 5.000 4.644 10/01/2019 US Renal Care Inc USRENA 10.625 38.703 7/15/2027 US Renal Care Inc USRENA 10.625 39.138 7/15/2027 Wayfair Inc W 0.375 98.150 09/01/2022 Wesco Aircraft Holdings WAIR 8.500 50.245 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 32.235 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 50.071 11/15/2024 fuboTV Inc FUBO 3.250 31.875 2/15/2026 ********* 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 ***