/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/221017.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, October 17, 2022, Vol. 26, No. 289 Headlines 109 JEROME AVE: Amends Maxim Credit Claim Pay Details 11680 ROYAL: Lender Seeks to Prohibit Cash Collateral Access 162-164 82ND: Case Summary & 13 Unsecured Creditors 6200 NE 2ND AVENUE: Seeks Approval to Hire Fisher Auction Co. 6200 NE 2ND AVENUE: Seeks to Tap Title Answers as Special Counsel 704 HOWE STREET: Nov. 10 Disclosure Statement Hearing Set 808 B STREET: Unsecureds Will Get 10% of Claims over 60 Months 8400 GROUP: Unsecureds Will Get 60% of Claims in 3 Years ABEINSA HOLDING: Crown Financial Wins Summary Judgment Bid AEARO TECHNOLOGIES: Tort Panel Taps Houlihan as Investment Banker AEARO TECHNOLOGIES: Tort Panel Taps Province as Financial Advisor AEROSPACE FACILITIES: Unsecureds to Get 2% in 5 Years ALBERTSONS COMPANIES: Moody's Puts Ba2 CFR on Review for Upgrade ALTERA INFRASTRUCTURE: Fine-Tunes Plan Documents ALTERRA MOUNTAIN: S&P Upgrades ICR to 'B+', Outlook Stable AMERIGAS PARTNERS: Fitch Cuts LongTerm IDR to 'BB-', Outlook Stable ARCHDIOCESE OF SANTA FE: Unsec Claims Under $500 to be Paid in Full BARTECH GROUP: Seeks to Hire Riemer & Braunstein as Legal Counsel BARTECH GROUP: Taps Ringold Financial as Financial Advisor BAUSCH + LOMB: Fitch Lowers IDR to 'B-', On Rating Watch Evolving BAUSCH HEALTH: Fitch Hikes IDR to 'CCC' Post-Distressed Exchange BLUEPRINT INVESTMENT: Amends Unsecured Claims Pay Details BOY SCOUTS: Appeals to be Briefed, Consolidated by December 2022 BROOKFIELD WEC: Proposed Interest Sale No Impact on Moody's B2 CFR BWX TECHNOLOGIES: Moody's Alters Outlook on 'Ba2' CFR to Stable BWX TECHNOLOGIES: S&P Lowers Unsecured Debt Rating to 'BB-' CAC MICHIGAN: Case Summary & Nine Unsecured Creditors CANO HEALTH: Moody's Lowers CFR to 'Caa1', Outlook Stable CASH DEVELOPMENT: Seeks to Hire Windham Brannon as Accountant CASH ENVIRONMENTAL RESOURCES: Taps Windham Brannon as Accountant CASH ENVIRONMENTAL: Taps Windham Brannon as Accountant CDP HOLDINGS: Wins Cash Collateral Access Thru Oct 18 CM RESORT: Unsecured Creditors to Split $1.4M in Joint Plan COASTAL LANDFILL: Seeks to Hire Windham Brannon as Accountant COMMUNITY ECO: Unsecureds to Recover 22.5% in Liquidating Plan CONSOLIDATED ELEVATOR: Case Summary & 20 Top Unsecured Creditors COVENANT PHYSICIAN: Moody's Lowers CFR to Caa1, Outlook Stable CUSTOM ALLOY: Case Summary & 20 Largest Unsecured Creditors DAYCO PRODUCTS: Moody's Withdraws 'Caa2' CFR on Debt Repayment DIFFENDAL-WELLIVER: Hires Sturgill & Associates as Accountant EAGLE LEDGE: Wants More Time for Chapter 11 Plan ENVISION THIS!: Sunny Handicraft Wants Treatment of Cl. 4 Clarified ERICKSON INC: 5th Cir. Affirms Dismissal of Avoidance Claim FIRST TO THE FINISH: Wins Cash Collateral Access Thru Nov 7 GETSWIFT INC: Hires MYC & Associates Inc. as Auctioneer GREEN ENERGY: Seeks Approval to Hire Windham Brannon as Accountant GRIDDY ENERGY: Trustee's Suit Over Switch to TXU Dismissed H. I. D. INTERIORS: Updates Unsecured Claims; Files Amended Plan HAN JOE RO: Wins Interim Cash Collateral Access HANSABEN INVESTMENTS: Court OKs Deal on Cash Collateral Access HERITAGE FUNERAL: Amends Equity Security Holder Claim Details HERTZ CORP: False-Arrest Claimants Can Sue In State Courts HIGH LINER: Moody's Hikes CFR to B1 & First Lien Term Loan to B2 HOBBS INVESTMENT: Rental Proceeds to Fund Plan INDIANA WELLNESS: Unsecured Creditors to Split $88.5K over 3 Years INSYS THERAPEUTICS: TDI Bid for Relief from Default Judgment Denied IVEDIX INC: Gets Confirmation of Second Amended Plan JAM MEDIA: Voluntary Chapter 11 Case Summary K&N PARENT: S&P Downgrades ICR to 'D' on Distressed Transaction KOSMOS ENERGY: Moody's Puts 'B2' CFR Under Review for Downgrade LAFORTA - GESTAO: Seeks to Extend Exclusivity Period to Dec. 13 LOOT CRATE: Venture Backers Reach $6.8-Mil. Deal With Creditors LUCKY BUCKS: Moody's Cuts CFR to Caa1, Under Review for Downgrade MAGELLAN INT'L: 2022 Bonds Update No Impact on Moody's Ba2 Rating MARKET STREET: Case Summary & Seven Unsecured Creditors MEDICAL ACQUISITION: Non-Insider Unsecureds to be Paid in Full MGA MANAGEMENT: Seeks $40,652 in Cash Collateral Thru Nov 30 MICHAEL BAKER: Moody's Affirms 'B2' CFR, Outlook Remains Stable NATIONAL CINEMEDIA: Moody's Cuts CFR to Caa3, Outook Negative NEW TROJAN: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative NMDC HOME: Claims Will be Paid from Property Sale/Refinance NORTHERN HOSPITAL: Moody's Lowers Revenue Bond Rating to Ba1 OUTSIDE CAPITAL: Subway Franchisees Seek to Continue Cash Access PELCO STRUCTURAL: Wins Cash Collateral Access Thru Nov 30 PHOENIX SERVICES: U.S. Trustee Appoints Creditors' Committee POWER HOME: Pink Energy Files for Chapter 7 Liquidation RENEWABLE ENERGY: Seeks to Hire Windham Brannon as Accountant SAUK PRAIRIE: Moody's Upgrades Revenue Bond Rating to Ba2 SAVANNAH CAPITAL: Seeks to Hire Land Unlimited Inc. as Realtor SCREENVISION LLC: Moody's Alters Outlook on 'Caa1' CFR to Negative STOCKTON GOLF: Files Emergency Bid to Use Cash Collateral TEAM HEALTH: Moody's Lowers CFR to Caa3 & Unsecured Notes to Ca TERRAFORM GLOBAL: Moody's Affirms Ba3 CFR, Outlook Remains Stable TWISTED OAK: Mechanics Bank Gets 5.75% Interest Under the New Plan VICTORIA TOWERS: Amends Plan to Include Abraham Leser Claim Pay VOYA FINANCIAL: Fitch Affirms 'BB' Rating on Preferred Debt WAHOO FITNESS: Moody's Cuts CFR to 'Caa3', Outlook Negative WEAKLEY BAYOU: Seeks to Hire Bruner Wright as Bankruptcy Counsel WEAKLEY BAYOU: U.S. Trustee Unable to Appoint Committee WINDSTREAM HOLDINGS: Contempt Judgment vs Charter Vacated on Appeal [*] 29th Distressed Investing Conference on Nov. 28 -- Register Now [*] 29th Distressed Investing Conference on Nov. 28 -- Register Now [^] BOND PRICING: For the Week from October 10 to 14, 2022 ********* 109 JEROME AVE: Amends Maxim Credit Claim Pay Details ----------------------------------------------------- 109 Jerome Ave LLC submitted a Third Modified Disclosure Statement describing Chapter 11 Plan dated October 13, 2022. This is a plan of reorganization that provides for the payment of creditors from capital infusions by the equity interest holders commencing on or about the Effective Date, and for the ownership of the Debtor's assets by the Debtor. The Plan also provides that if the Debtor fails to make the payments to creditors provided by the Plan, the Debtor's assets will be sold, and creditors will be paid from the proceeds of that sale. The Effective Date of the proposed Plan is the date on which the conditions enumerated in the Plan have been fulfilled. Class 2 consists of the Disputed Secured Claim of Maxim Credit Group, LLC ("Maxim") in the amount as of the Petition Date of $5,291,498.39 (the "Maxim Claim"). The Allowed Claim in this Class shall be paid in full with interest as follows: * Maxim's claim is an Allowed Claim set at $5,000,000 (the "Claim Amount") as of October 1, 2022. This Claim Amount includes pre judgment attorney's fees awarded by the Office of Foreclosure and post-petition attorneys' fees of $75,000. * The Appellate Division proceedings to challenge the default rate of interest shall be dismissed with prejudice and interest shall be payable in accordance with the Plan. * Debtor is not required to make monthly payments, but interest will accrue on the principal amount at the rate of 16.5%% on the principal balance of the Loan plus advances ($3,226,379.98, the "Principal") from October 1, 2022 until paid. Interest on the Principal shall be calculated based upon 360 day year/actual number of days in the month, and amounts to $1,478.761,523.57 per diem. The sum of the Claim Amount plus the accrued interest shall comprise the "Maxim Payment Amount". * Debtor's plan shall include its consents to a 363 sale within the Chapter 11 proceeding to secure Debtor's commitment to pay the Maxim Payment Amount. In the 363 sale, Maxim will participate as the stalking horse bidder based upon its credit bid in the amount of the Maxim Payment Amount, enhanced by $200,000 if the sale occurs. The closing of the 363 sale shall take place no later than February 20, 2023. If no higher and better offer is approved by the Court, Maxim will obtain title to the property through its credit bid, effective February 20, 2023. * Debtor stipulates that all its Members and any other occupant of the property will vacate the property and surrender possession to Maxim, with no other person having rights of possession, and that the property will be in broom clean condition in the event that Maxim has not received the Maxim Amount on or before January 15, 2023 or written evidence from a lender committed to close a refinance of the property sufficient to pay the Maxim Amount before February 17, 2023. If Maxim has to enforce this provision of the Debtor's Plan, Maxim will be entitled to attorneys' fees as an administrative expense. The payments to be made under the Plan shall be a refinance of the existing indebtedness on the 109 Jerome Property pursuant to section 364 of the Code, or a sale of the 109 Jerome Property free and clear of all liens, claims and encumbrances pursuant to section 363. After payment to Rosenthal of the $100,000 payment, the principals of the Debtor will make the payments to be made to Rosenthal thereafter. A full-text copy of the Third Modified Disclosure Statement dated October 13, 2022, is available at https://bit.ly/3sigjfn from PacerMonitor.com at no charge. Attorneys for Debtor: Timothy P. Neumann, Esq. Geoffrey P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER, LLC 25 Abe Voorhees Drive Manasquan, New Jersey 08736 Tel.: (732) 223-8484 Email: timothy.neumann25@gmail.com Email: Geoff.neumann@gmail.com About 109 Jerome Ave 109 Jerome Ave LLC is the fee simple owner of a real property located at 109 Jerome Ave, Deal, NJ 07723-1356 valued at $10 million (based on Debtor's opinion). The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 22-13417) on April 27, 2022. In the petition signed by Joseph Safdieh, managing member, the Debtor disclosed $10 million to $50 million in assets and $1 million to $10 million in liabilities. Timothy P. Neumann, Esq. Of BROEGE, NEUMANN, FISCHER & SHAVER LLC is the Debtor's Counsel. 11680 ROYAL: Lender Seeks to Prohibit Cash Collateral Access ------------------------------------------------------------ RGA Real Estate Holdings, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to prohibit 11680 Royal Ridge MOB1 SPE, LLC from using cash collateral without provision for adequate protection of RGA's interest in the cash collateral. RGA contends the Debtor has not filed a motion to use cash collateral, and therefore does not have Court authority to use cash collateral, including revenues generated from its property. The Debtor is indebted to RGA pursuant to a Promissory Note dated March 31, 2015, executed by MAC Royal Ridge, LLC in the original principal amount of $21,225,000, as modified by that certain Amendment to the Promissory Note dated December 19, 2018 and assigned to Debtor pursuant to the Assumption Agreement dated February 1, 2022 executed by the Original Borrower, the Debtor and RGA Reinsurance Company, as predecessor-in-interest to RGA. RGA is the present holder of the Loan Documents and is a secured creditor of the Debtor with a first-priority security interest in the Property and the Revenue generated thereby. On August 19, 2022, RGA provided written notice to Debtor of its defaults under the Loan Documents and that RGA was going to conduct a foreclosure sale. The foreclosure sale was scheduled for October 4, 2022. The Debtor is in default under the Loan Documents because, among other things, it failed to make monthly payments pursuant to the Loan Documents beginning with payments due February 2022. As of the Petition Date, at least $20,363,302 is owed under the Loan Documents. Prior to the Petition Date, the Debtor provided RGA with a Rent Roll and Cash Flow Summary for the Property. According to the Rent Roll, six tenants began paying rent in October 2022, with a total amount of $86,866 due to the Debtor each month. The Rent Roll further shows an additional two tenants will begin paying rent in November, with an additional $34,466 due to the Debtor each month. After the Petition Date, the Debtor represented to RGA that there were not currently any tenants paying rent to the Debtor, and thus no Revenues generated by the Property. RGA requested an updated rent roll and budget from the Debtor, but as of the date of filing of its request, has not received either. An initial hearing on the matter is set for November 7, 2022 at 1:20 p.m. A copy of the motion is available at https://bit.ly/3esvqiT from PacerMonitor.com. About 11680 Royal Ridge MOB1 SPE, LLC 11680 Royal Ridge MOB1 SPE, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-57946) on October 3, 2022. In the petition signed by Scott C Honan, designated manager, the Debtor disclosed up to $50 million in both assets and liabilities. Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC, is the Debtor's counsel. Attorneys for lenders RGA Reinsurance Company and RGA Real Estate Holdings LLC: Frank W. DeBorde, Esq. Talia B. Wagner, Esq. MORRIS, MANNING & MARTIN, LLP 3343 Peachtree Road, N.E., Suite 1600 Atlanta, GA 30326 Tel: (404) 233-7000 E-mail: fwd@mmmlaw.com twagner@mmmlaw.com 162-164 82ND: Case Summary & 13 Unsecured Creditors --------------------------------------------------- Debtor: 162-164 82nd St, LLC 595 Madison Ave Rm 1101 New York, NY 10022-1924 Business Description: 162-164 82nd St, LLC owns a residential apartment building located at 162 W 82nd St #164, New York, containing 37 units, most of which are free market. Chapter 11 Petition Date: October 14, 2022 Court: United States Bankruptcy Court Eastern District of New York Case No.: 22-42569 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway 22nd Floor New York, NY 10036 Tel: (212) 221-5700 Email: knash@gwfglaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Ruben Azrak as member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/26DPAKY/162-164_82nd_St_LLC__nyebke-22-42569__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 13 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Broadbrook Dev. Corp. $10,000 6701 Bay Pkwy Brooklyn, NY 11204-4749 2. Consolidated Edison $2,104 4 Irving Pl Rm 1800 New York, NY 10003-3502 3. East 82nd Holdco LLC Mortgage Loan $12,552,632 85 Broad St New York, NY 10004-2434 4. Internal Revenue Service Taxes $0 Centralized Insolvency Operations PO Box 7346 Philadelphia, PA 19101-7346 5. Jack Jaffa & $0 Associates 147 Prince St Brooklyn, NY 11201-3007 6. Laru 20G Associates $39,500 6701 Bay Pkwy Brooklyn, NY 11204-4749 7. LM Cohen & Co LLP $0 535 Fifth Ave Fl 12 New York, NY 10001 8. NYC Dep't of Finance Taxes $0 Legal Affairs 345 Adams St Fl 3 Brooklyn, NY 11201-3719 9. NYC Water Board $1,117 PO Box 11863 Newark, NJ 07101-8163 10. NYS Dep't of Taxation Taxes $0 Bankruptcy/Special Procedure PO Box 5300 Albany, NY 12205-0300 11. Reva Holding Corp. $1,137,930 6701 Bay Pkwy Brooklyn, NY 11204-4749 12. Ruben Azrak $360,377 414 Avenue S Brooklyn, NY 11223-2915 13. Rula Holding LLC $122,400 414 Avenue S Brooklyn, NY 11223-2915 6200 NE 2ND AVENUE: Seeks Approval to Hire Fisher Auction Co. ------------------------------------------------------------- 6200 NE 2nd Avenue, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Fisher Auction Company as their broker and auctioneer. The Debtors require a broker and auctioneer to market and advertise their properties to be sold in pre-auction sale and at auction sale. The proposed fees to be paid are as follows: (a) Fisher to receive 3 percent of the sales price and to return 2 percent of the sales price to the Debtors if no cooperating broker in pre-auction sale; (b) Fisher to receive 2.5 percent of the sales price and cooperating broker to receive 2.5 percent of the sales price if there is cooperating broker in pre-auction sale; (c) Fisher to receive 3 percent of the final bid price and the Debtors to retain 2 percent of the final bid price if no cooperating broker at auction sale; or (d) Fisher to receive 2.5 percent of the final bid price and cooperating broker to receive 2.5 percent of final bid price if there is cooperating broker at auction sale. Lamar Fisher, a broker and auctioneer at Fisher Auction Company, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lamar Fisher Fisher Auction Company 2112 E. Atlantic Boulevard Pompano Beach, FL 33062 Telephone: (954) 942-0917 Facsimile: (954) 782-8143 About 6200 NE 2nd Avenue 6200 NE 2nd Avenue, LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-10385) on Jan. 18, 2022. In the petition signed by Mallory Kauderer, manager, 6200 NE 2nd Avenue disclosed up to $50,000 in assets and up to $10 million in liabilities. 6200 NE 2nd Avenue and its affiliates are Florida limited liability companies, which together own 14 parcels of real property in the Little Haiti/Upper East Side neighborhood largely on the Northeast 2nd Avenue corridor of Miami. Each of the Debtors owns at least one property that currently or historically generated income, but several of the properties are not generating income today, largely as a result of the COVID-19 pandemic and after certain properties were gutted in anticipation of renovation, the failure of an investor to raise and invest sufficient funds to complete the renovations. Judge Robert A. Mark oversees the cases. The Debtors tapped Steven Beiley, Esq., at Aaronson Schantz Beiley PA as bankruptcy counsel, and Jonathan Alfonso, Esq., at Title Answers as special counsel. 6200 NE 2ND AVENUE: Seeks to Tap Title Answers as Special Counsel ----------------------------------------------------------------- 6200 NE 2nd Avenue, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Title Answers as special counsel. The Debtors require the legal services of a special counsel in connection with the closing of certain real estate transactions. Title Answers will render these services: (a) order title commitments and lien searches for the properties and review same with the Debtors; (b) assist the Debtors and their auctioneer and counsel with regard to the preparation of due diligence packages to be presented to prospective buyers; (c) attend the auction sales and be present for the execution of contracts by successful bidders on the Debtors' properties; (d) prepare purchase contracts for pre-auction sales and auction sales; (e) prepare title policies as may be requested and paid for by buyers and successful bidders; (f) prepare the documents for closings and conduct the closings of the sellers' side of the pre-auction and auction sales; and (g) be escrow agent for all pre-auction sale transactions. The hourly rates of the firm's counsel and staff are as follows: Jonathan Alfonso, Esq. $350 Law clerks, paralegals and other paraprofessionals $175 As disclosed in court filings, neither Mr. Alfonso nor Title Answers has any connection with creditors and other parties in interest. The firm can be reached through: Jonathan Alfonso, Esq. Title Answers 7260 SW 39 Terrace, Suite B Miami, FL 33155 Telephone: (305) 982-7857 Email: Jalfonso@titleanswers.com About 6200 NE 2nd Avenue 6200 NE 2nd Avenue, LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-10385) on Jan. 18, 2022. In the petition signed by Mallory Kauderer, manager, 6200 NE 2nd Avenue disclosed up to $50,000 in assets and up to $10 million in liabilities. 6200 NE 2nd Avenue and its affiliates are Florida limited liability companies, which together own 14 parcels of real property in the Little Haiti/Upper East Side neighborhood largely on the Northeast 2nd Avenue corridor of Miami. Each of the Debtors owns at least one property that currently or historically generated income, but several of the properties are not generating income today, largely as a result of the COVID-19 pandemic and after certain properties were gutted in anticipation of renovation, the failure of an investor to raise and invest sufficient funds to complete the renovations. Judge Robert A. Mark oversees the cases. The Debtors tapped Steven Beiley, Esq., at Aaronson Schantz Beiley PA as bankruptcy counsel, and Jonathan Alfonso, Esq., at Title Answers as special counsel. 704 HOWE STREET: Nov. 10 Disclosure Statement Hearing Set --------------------------------------------------------- Judge Michael B. Kaplan has entered an order within which November 10, 2022 at 10:00 a.m. at Courtroom No. 8, Clarkson S. Fisher Courthouse, 402 East State Street, Trenton, NJ 08608 is the hearing on the adequacy of the Disclosure Statement filed by 704 Howe Street, LLC. Judge Kaplan further ordered that written objections to the adequacy of the Disclosure Statement shall be filed with the Clerk of this Court and served upon counsel for the Debtor, Counsel for the Creditor's Committee and upon the United States Trustee no later than 14 days prior to the hearing. A copy of the order dated October 11, 2022, is available at https://bit.ly/3Tr0YEI from PacerMonitor.com at no charge. Attorneys for Debtor: LAW FIRM OF BRIAN W. HOFMEISTER, LLC Brian W. Hofmeister, Esq. 3131 Princeton Pike Building 5, Suite 110 Lawrenceville, New Jersey 08648 Tel: (609) 890-1500 Fax: (609) 890-6961 E-mail: bwh@hofmeisterfirm.com About 704 Howe Street 704 Howe Street, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 704 Howe Street sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-14820) on June 13, 2022. In the petition filed by Louis Mercatanti, as president, the Debtor reported assets and liabilities up to $50,000. Brian W. Hofmeister, of Law Firm of Brian W. Hofmeister, LLC, is the Debtor's counsel. 808 B STREET: Unsecureds Will Get 10% of Claims over 60 Months -------------------------------------------------------------- 808 B Street, LLC, filed with the U.S. Bankruptcy Court for the Southern District of West Virginia a First Amended Small Business Plan of Reorganization dated October 11, 2022. The Debtor's assets consist of one commercial building located at 808 B Street, Saint Albans, West Virginia. The building was originally purchased for $950,000.00 in 2014. At one point, Mr. Newton spoke to a tenant about renting a 3,900 square foot space from Debtor (Links) and at that time the Debtor refinanced the building with Putnam County Bank. The problems started when Links came to the end of its five-year lease and decided not to renew, as COVID shut down their office. When the Debtor reached the end of the five-year note, Putnam County Bank elected not to renew the note. The Debtor proceeded to file the Subchapter V Chapter bankruptcy on May 5, 2022. The Debtor believes the building, 808 B Street, is worth $950,000.00. The Debtor has filed a claim against its building insurance carrier and is in negotiations. Any amount recovered over and above attorney's fees will be paid first to priority claims and then distributed pro rata to unsecured creditors. Class 2 consists of the claim of Putnam County Bank. The claim of Putnam County has been resolved by agreed order. The Debtor will be paying $7,592.00 per month starting July 1, 2022 on a new principal balance of $1,167,000. As part of this agreement, Debtor will resolve the $17,946.80 owed to the Kanawha County Sheriff's Office for past due real estate taxes. Class 3 consists of the Unsecured priority claims of the Internal Revenue Service ("IRS"). The Debtor has objected to the proof of claim filed by the IRS. Class 4 consists of all unsecured claims. In addition to the unsecured claims listed on the Debtor's bankruptcy schedules, G&G Investments, LLC and Cobblestone Subdivision, LLC have filed proofs of claim with the Court. Unsecured general claims will be paid a total of 10% of their claim over 60 months without interest payable in equal quarterly payments. Debtor will commence making its payments under the plan on the first day of the calendar month that follows the effective date of the plan. It will fund the plan payments from its income made in the ordinary course of its business. A full-text copy of the First Amended Plan dated October 11, 2022, is available at https://bit.ly/3RYwJE1 from PacerMonitor.com at no charge. Counsel for Debtor: Andrew S. Nason Emmett Pepper Pepper & Nason 8 Hale Street Charleston, WV 25301 About 808 B Street, LLC 808 B Street, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. W.Va. Case No. 22-20075) on May 5, 2022. In the petition signed by Steven M. Newton, manager, the Debtor disclosed $958,994 in assets and $1,939,961 in liabilities. Judge B. Mckay Mignault oversees the case. Andrew S. Nason, Esq., at Pepper and Nason is the Debtor's counsel. Putnam County Bank, as lender, is represented by: Scott Tree, Esq. Tyree, Embree and Associates, PLLC 3564 Teays Valley Road Hurricane, WV 25526 8400 GROUP: Unsecureds Will Get 60% of Claims in 3 Years -------------------------------------------------------- 8400 Group, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Combined Disclosure Statement and Plan of Reorganization dated October 13, 2022. The Debtor owns fee simple title to a one-story commercial building (the "Property") located at 41 James Way, Eatontown, NJ 07724 consisting of 10,770 +/- square feet of office space -- eight bullpen offices, eight private offices, two conference rooms, two executive offices – and a 2,500 +/- square foot warehouse. The Debtor filed a voluntary Chapter 11 petition on September 11, 2022. The Debtor continues to operate its business. The goal is to maximize the value of the Debtor's assets and ongoing business operations. This is a reorganization plan. In other words, the Debtor seeks to reorganize its financial affairs under the Plan by satisfying Administrative Expense in full on the Effective Date. Secured creditors will be paid in accordance with the terms herein. Allowed Unsecured Claims shall be paid 60% of their Allowed Claim over 3 years. The Effective Date of the proposed Plan is 30 days after the date on which the Confirmation Order becomes final. Class 1 consists of the Claim of Republic First Bank. Payment in full as follows: monthly payment of $8,195; based upon 25-year amortization with balloon on 5th anniversary with interest at 5% per annum. Class 2 consists of the Claim of First Commerce Bank. The Debtor shall satisfy the Claim as follows: No monies from Debtor; Loan will continue to be serviced by non-Debtor Obligors. Class 3 consists of the Claim of Small Business Administration. The Debtor shall satisfy the Claim as follows: Fixed at $730,100; Payment of $3,682 per month beginning August 2023 with interest rate at 3.75% per annum. Class 4 consists of the Claim of Trystone Capital. The Debtor shall satisfy the Claim as follows: Fixed at $201,116.20 (principal) + $34,111.57 (pre-petition interest) for a total of $235,228 with interest accruing on the outstanding principal at 18% per annum with payment of $5,044 per month for first 12 months and $5,443.46 for remaining 48 months. Class 5 consists of General unsecured claims. Total amount of allowed claim is still being determined in light of the fact that certain claims are subject to objection and reclassification, but are anticipated at approximately $10,000. Allowed Class 5 Claims shall be paid a dividend of 20% of their Allowed Claim per year over 3 years commencing on the Effective Date. This Class will receive a distribution of 60% of their allowed claims. All equity interests will be extinguished by the Holder thereof on the Effective Date and issued to Maurice Murray Dayan upon payment of $25,000. The funds necessary for funding the Plan will be derived from funds on hand on the Effective Date and from future earnings of the Debtor. In addition, Maurice Murray Dayan shall pay certain new value in the amount of $25,000 ("New Value") to obtain the Interests in the Reorganized Debtor. The New Value shall be contributed upon entry of a final non-appealable Order confirming the Plan of Reorganization. A full-text copy of the Combined Disclosure Statement and Plan dated October 13, 2022, is available at https://bit.ly/3CJyQWK from PacerMonitor.com at no charge. Counsel to 8400 Group: TRENK ISABEL SIDDIQI & SHAHDANIAN P.C. Richard D. Trenk, Esq. Sydney J. Darling, Esq. 290 W. Mt. Pleasant Ave., Suite 2350 Livingston, New Jersey 07039 Telephone: (973) 533-1000 Email: rtrenk@trenkisabel.law Email: sdarling@trenkisabel.law About 8400 Group, LLC 8400 Group, LLC owns a one-story commercial building located at 41 James Way, Eatontown, NJ 07724 consisting of 10,770 +/- square feet of office space -- eight bullpen offices, eight private offices, two conference rooms, two executive offices--and a 2,500 +/- square foot warehouse. The Debtor currently has three paying members who utilize space with the Property pursuant to month-to-month licensing arrangements. A related entity, Milife Health, LLC, occupies the warehouse and a portion of the office space. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 22-17174) on Sep. 11, 2022. In the petition signed by Mervin A. Dayan, managing member, the Debtor disclosed up to $10 million in assets and liabilities. Judge Christine M. Gravelle oversees the case. Richard D. Trenk, Esq., at Trenk Isabel Siddiqi & Shahdanian P.C., is the Debtor's counsel. ABEINSA HOLDING: Crown Financial Wins Summary Judgment Bid ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware granted Crown Financial, LLC's motion for summary judgment in the adversary case captioned In re: ABEINSA HOLDING, INC., et al., Reorganized and Liquidating Debtors. Chapter 11. ABEINSA LITIGATION TRUST, Plaintiff, v. CROWN FINANCIAL, LLC. Defendant, (Adv. No. 18-50316 (LSS)). On March 14, 2018, Plaintiff Abeinsa Litigation Trust commenced an adversary proceeding against Crown Financial, LLC. Plaintiff's complaint seeks for the disgorgement of prepetition payments made by Abener Teyma Mojave General Partnership ("Debtor") to Crown on invoices issued to Debtor by Synflex Insulations, LLC for construction work done on the Debtor's Mojave Solar Power Plan Project. The Debtor paid Crown (rather than Synflex) because Crown purchased the underlying invoices via a factoring agreement. In 2013, the Debtor and Synflex executed three written subcontract agreements by which Synflex was to supply and install insulation and other materials for a steam generator at Debtor's Mojave Solar Power Plant Project in San Bernardino County, California. Synflex did not have proper licensure from the California Contractor State License Board when it executed the agreements or performed the work on the power plant. In April 2014, Crown and Synflex executed an Account Purchase Agreement which gave Crown the option to purchase Synflex's account receivables at 80% of the invoice face value and to collect those invoices directly from Synflex's customers. Thereafter, Crown elected to purchase additional invoices under the Account Purchase Agreement, which, together with the initial five invoices, totaled $5.41 million. Crown informed Debtor of these additional purchases and Debtor "confirmed and agreed" to each of these invoices. Prepetition, the Debtor paid Crown $3.58 million on account of the purchased invoices consistent with its acknowledgement of the Account Purchase Agreement. As of the filing of the bankruptcy proceeding, approximately $2 million of the purchased invoices remained unpaid. On June 20, 2016, both Synflex and Crown filed proofs of claims in Debtor's bankruptcy case. Synflex filed a Proof of Claim in the approximate amount of $11 million for insulation materials, supplies and services. Crown filed a Proof of Claim in the approximate amount of $2 million on account of the unpaid invoices it had purchased pursuant to the Account Purchase Agreement. Objections were filed to both claims on the basis that the underlying debt was unenforceable due to Synflex's failure to hold a proper California contractor license during the course of its work on the Mojave Solar Power Plant. Based on subsection (a) of the California statute and Crown's status as assignee of Synflex, Plaintiff already prevailed in its objection to Synflex's proof of claim based on unpaid invoices. On May 5, 2020, Crown filed a motion for summary judgment on Counts II (turnover claim) and IV (disgorgement claim) of the Complaint, while Plaintiff filed its own motion for summary judgment. Plaintiff seeks disgorgement of the amounts Debtor paid directly to Crown under subsection (b) of the California Business & Professions Code. Subsection (b) of the California statute provides that the counter-contract party can bring an action to recover compensation paid to that unlicensed contractor. As an alternative theory, Plaintiff seeks recovery under Section 542 of the Bankruptcy Code. Plaintiff argues that it is entitled to recover from Crown the amounts the Debtor paid to satisfy the invoices submitted by Synflex for work done on the Mojave power project. Plaintiff argues that Section 7031(b) of the California Business and Professions Code provides him with two remedies: (i) the ability to defeat any claim for payment of unpaid invoices and (ii) the ability to recover for any invoices already paid. Plaintiff further argues that for the same reasons it was successful (through appeals) in disallowing Crown's proof of claim, it should be successful in recovering amounts that the Debtor actually paid to Crown for services provided by the unlicensed Synflex. Plaintiff's position is that its claim against Crown is a direct claim against Crown for payments made by Debtor on account of the void invoices and so Plaintiff can appropriately "recoup" those payments from Crown. Crown argues that Section 7031(b) permits an affirmative recovery only from an unlicensed contractor, which it is not. Crown further argues that as an assignee of commercial paper, Section 9404(b) of California's Commercial Code protects it from an affirmative claim of an account debtor such as Plaintiff. The Court determines that the California statute is not available to Plaintiff in this adversary proceeding because it does not authorize (a) a suit against any party other than the unlicensed contractor, and/or (b) a suit against an assignee of commercial paper cannot seek affirmative recoveries. Because its turnover action is based on its state law claim, Plaintiff does not prevail on that theory. The Court pointed out Section 7031(b) does not specifically provide for a cause of action against Crown and Section 9404(b) prohibits an affirmative recovery against an assignee based on claims against its assignor. The Court explained that Section 7031 provides Plaintiff with a claim against Synflex, the unlicensed contractor, which is, in the parlance of the UCC, the account debtor. The only way to extend Section 7031 to Crown is by virtue of its status as Synflex's assignee. In these circumstances, Plaintiff offers no reason why California's commercial code, including Section 9404(b), does not come into play. As to the Count II, the turnover claim, Plaintiff's argument is straightforward. Plaintiff argues that Crown holds approximately $3.5 million of the Debtor's money, which Plaintiff could use and which is not inconsequential in value. Plaintiff claims entitlement to the funds based on Section 7031(b) and advances no other argument for turnover. The Court ruled that Crown is entitled to summary judgment on both Count II and Count IV. A full-text copy of the Opinion dated Oct. 6, 2022, is available at https://tinyurl.com/ydufjs7d from Leagle.com. About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. They listed $1 billion to $10 billion in both assets and liabilities. Abener Teyma Hugoton General Partnership and five other entities filed separate Chapter 11 petitions on April 6, 2016; and Abengoa US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC, filed Chapter 11 petitions on April 7, 2016. The cases are consolidated under Lead Case No. 16-10790. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed five creditors of Abeinsa Holding Inc. and its affiliates to serve on the official committee of unsecured creditors. The Abeinsa Committee is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq.; and Hogan Lovells US LLP's Christopher R. Donoho, III, Esq., Ronald J. Silverman, Esq., and M. Shane Johnson, Esq. Delaware Bankruptcy Judge Kevin J. Carey in December 2016 confirmed Abeinsa Holding Inc. and its affiliates' Chapter 11 plans. AEARO TECHNOLOGIES: Tort Panel Taps Houlihan as Investment Banker ----------------------------------------------------------------- The official committee of tort claimants appointed in the Chapter 11 cases of Aearo Technologies, LLC and its affiliated debtors seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Houlihan Lokey Capital, Inc. as its investment banker. The committee represents holders of tort claims related to the use of combat arms earplugs. Houlihan will render these services: (a) prepare such financial analysis relating to the Debtors and non-debtor affiliates as the committee may require in connection with the Debtors' Chapter 11 cases; (b) analyze business plans and forecasts of the Debtors and non-debtor affiliates; (c) evaluate the assets and liabilities of the Debtors and non-debtor affiliates; (d) assess the financial issues and options concerning the Debtors and non-debtor affiliates; (e) provide testimony in court on behalf of the committee, if necessary; (f) analyze strategic alternatives available to the committee and the Debtors; (g) evaluate the Debtors' and its affiliates' capacity to pay; (h) assist the committee in identifying potential alternative sources of liquidity in connection with any Chapter 11 plan(s) or otherwise; (i) represent the committee in negotiations with the Debtors and third parties with respect to any of the foregoing; (j) support the committee and its advisors in litigation efforts relating to the Debtors and non-debtor affiliates; and (k) provide such other financial advisory and investment banking services. Houlihan will be compensated as follows: (a) a monthly cash fee of (i) $200,000 on each of the effective date, the first, second, and third monthly anniversary of the effective date, and (ii) $175,000 on each monthly anniversary of the effective date thereafter; (b) a deferred fee of $4 million; (c) a discretionary fee of up to $2 million; (d) a termination fee of $500,000 in the event that these Chapter 11 cases are dismissed; and (e) reimbursement for out-of-pocket expenses. Saul Burian, a managing director at Houlihan Lokey Capital, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Saul Burian Houlihan Lokey Capital, Inc. 245 Park Avenue, 20th Fl. New York, NY 10167 Telephone: (212) 497-4245 Facsimile: (212) 661-3070 About Aearo Technologies Aearo Technologies, LLC -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Indianapolis-based company serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies listed $1 billion to $10 billion in both assets and liabilities. The Debtors tapped Kirkland & Ellis and Ice Miller, LLP as bankruptcy counsels; McDonald Hopkins, LLC as special counsel; Bates White, LLC as claims valuation consultant; AP Services, LLC as restructuring advisor; and Kroll, LLC as claims agent and noticing agent. John R. Castellano, managing director at AlixPartners LLP, an affiliate of AP Services, serves as the Debtors' chief restructuring officer. Judge Jeffrey J. Graham oversees the cases. The U.S. Trustee for Region 10 appointed two separate official committees to represent tort claimants in the Debtors' cases. The tort claimants assert claims related to the use of faulty combat arms earplugs and respirators manufactured by the companies. The tort committee related to use of combat arms version 2 earplugs tapped Houlihan Lokey Capital, Inc. as investment banker and Province, LLC as financial advisor. AEARO TECHNOLOGIES: Tort Panel Taps Province as Financial Advisor ----------------------------------------------------------------- The official committee of tort claimants appointed in the Chapter 11 cases of Aearo Technologies LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Province, LLC as financial advisor. The committee represents holders of tort claims related to the use of combat arms earplugs. Province will render these services: (a) review financial related disclosures required by the court; (b) review other financial information prepared by the Debtors and non-debtor affiliates; (c) attend, assist, and prepare materials related to due diligence sessions, discovery, depositions, negotiations, mediations, and other relevant meetings; (d) evaluate any pre-bankruptcy transactions of interest to the committee; (e) assist in the prosecution of committee responses or objections to the motions and pleadings filed by the Debtors and other parties or in the prosecution of the committee's motions and pleadings; (f) assist in the review and/or preparation of information and analysis necessary for the confirmation of or objection to a plan and related disclosure statement in these cases; (g) develop an analytics plan to quantify the nature and extent of personal injury liabilities related to combat arms earplugs and respirator claims; (h) develop claims procedures to be used in the development of financial models of payments and assets of a claims resolution trust and analyze and respond to issues relating to draft trust distribution procedures; and (i) render such other general business consulting or such other assistance as the committee or its counsel may deem necessary. The hourly rates of Province's professionals are as follows: Managing Directors and Principals $860 - $1,180 Vice Presidents, Directors, and Senior Directors $580 - $860 Analysts, Associates, and Senior Associates $300 - $580 Paraprofessionals $220 - $300 In addition, Province will seek reimbursement for expenses incurred. Michael Atkinson, a principal at Province, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Atkinson Province, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Telephone: (702) 685-5555 Email: matkinson@provincefirm.com About Aearo Technologies Aearo Technologies, LLC -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Indianapolis-based company serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies listed $1 billion to $10 billion in both assets and liabilities. The Debtors tapped Kirkland & Ellis and Ice Miller, LLP as bankruptcy counsels; McDonald Hopkins, LLC as special counsel; Bates White, LLC as claims valuation consultant; AP Services, LLC as restructuring advisor; and Kroll, LLC as claims agent and noticing agent. John R. Castellano, managing director at AlixPartners LLP, an affiliate of AP Services, serves as the Debtors' chief restructuring officer. Judge Jeffrey J. Graham oversees the cases. The U.S. Trustee for Region 10 appointed two separate official committees to represent tort claimants in the Debtors' cases. The tort claimants assert claims related to the use of faulty combat arms earplugs and respirators manufactured by the companies. The tort committee related to use of combat arms version 2 earplugs tapped Houlihan Lokey Capital, Inc. as investment banker and Province, LLC as financial advisor. AEROSPACE FACILITIES: Unsecureds to Get 2% in 5 Years ----------------------------------------------------- Aerospace Facilities Group, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of California a Third Amended Plan of Reorganization dated October 11, 2022. The Debtor's primary customer is the United States Military (the "Government") who contracts the Debtor for its services. As a result of an overpayment in one of these contracts, the Government directed the overpayment claim to the United States Treasury Department for collection services back in 2018. The Debtor continued to contract with the Government on future jobs and maintenance work and it wasn't until June 2021 US Treasury Department filed notice that all future invoices submitted to the Government would be intercepted and applied to the outstanding debt, which was now over $3.5 million based on penalties and accrued interest. Between June and the September 2021, Debtor was in contact with the Government and its collectors to arrange an affordable monthly payment plan with the US Treasury Department but was ultimately advised the Government would continue to offset future invoices regardless of monthly payments. At this moment, Debtor sought relief under chapter 11 bankruptcy in order to keep its doors open. The Debtor's financial projections show that the Debtor will have projected disposable income for the 60-month period of $85,620.00. The final Plan payment is expected to be paid on the end of the fifth year of the Effective Date. While Debtor's projections do not show a substantial recovery to general unsecured creditors, Debtor is confident the structure of the Plan enables creditors to fare equally, if not better than then they would in a chapter 7 liquidation, which would only yield 2.00%, whereas in a chapter 7 unsecured creditors would receive $7,694 or .014%. This Plan of Reorganization proposes to pay creditors of the Debtor from future disposable income for a period of 60 months received from Debtor's operation of engineering, constructing and servicing large paint blast booths for painting large aircrafts such as helicopters and fighter jets for its primary customer, United States Military. This Plan provides for 1 class of secured claims; and 1 class of non-priority unsecured claims. This Plan also provides for the payment of administrative and priority claims. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 2 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of the Secured Claim of EBF Holdings LLC dba Everest Funding ("EBF"). The Class 1 Secured Claim of EBF is in the amount of approximately $160,466.62, as provided in proof of claim no. 7. Such amount shall be paid in accordance with the Stipulation between Debtor and EBF approved by the Court and amended on February 16, 2022, whereby Debtor shall turn over 10% of gross receipts from its post-petition account receivables through May 31, 2022 and 15% thereafter until paid in full. Debtor shall pay such amount to EBF no later than the 15th day of the following month by check or wire transfer. Such monthly payments shall continue until this Class 1 secured claim is paid in full. Debtor estimates the balance owed to Class 1 claimant as of October 2022 is approximately $70,000.00. Class 2 consists of Unsecured Nonpriority Claims. The Debtor estimates that the total amount of general unsecured claims to be approximately $5,544,204.87. The Debtor shall be paid pro rata share of $85,620.00, of allowed unsecured claims over 5 years from the Effective Date of the Plan less administrative priority fee paid to the Subchapter V trustee. On the first day of the month following the month in which the Effective Date of the Plan occurs, the Debtor shall begin quarterly payments in the amount of $5,474 on the Class 2 Unsecured Nonpriority Claims. Class 3 consists of Equity Holder Dennis Robinson. Equity Security Holders shall not receive a dividend until the payments contemplated by this Plan are completed. However, Equity Security Holders may receive payment for their services to the Debtor. In the event that an Equity Security Holder forgoes postconfirmation pay that pay shall accrue to the Equity Security Holder as a post confirmation liability payable when cash flow permits or upon the sale or transfer of the Debtor. The Debtor shall fund the Plan with the proceeds and profits of manufacturing and servicing equipment primarily built for the US Government. A full-text copy of the Third Amended Plan dated October 11, 2022, is available at https://bit.ly/3S8OZdI from PacerMonitor.com at no charge. Attorney for the Debtor: Gabriel E. Liberman, Esq. Law Offices Of Gabriel Liberman, APC 1545 River Park Drive, Suite 530 Sacramento, CA 95815 Tel: (916) 485-1111 Email: Gabe@4851111.com About Aerospace Facilities Group Inc. Aerospace Facilities Group, Inc., is engaged in engineering, constructing and servicing large paint blast booths for painting large aircrafts such as helicopters and fighter jets. It is headquartered in West Sacramento, Calif. Aerospace Facilities Group filed a petition for Chapter 11 protection (Bankr. E.D. Calif. Case No. 21-23244) on Sept. 14, 2021, listing up to $1 million in assets and up to $10 million in liabilities. Dennis R. Robinson, president of Aerospace Facilities Group, signed the petition. Judge Christopher M. Klein oversees the case. The Law Offices of Gabriel Liberman, APC serves as the Debtor's legal counsel. ALBERTSONS COMPANIES: Moody's Puts Ba2 CFR on Review for Upgrade ---------------------------------------------------------------- Moody's Investors Service placed the ratings of Albertsons Companies, Inc. on review for upgrade following an announcement by The Kroger Co. ("Kroger ", Baa1 negative) that it has agreed to acquire Albertsons. The ratings placed under review for upgrade include Albertsons Ba2 corporate family rating, its Ba2-PD probability of default rating and its Ba3 senior unsecured rating. Ratings placed under review for upgrade also include Safeway Inc.'s Ba3 unsecured rating. The outlook is revised to Ratings Under Review from Stable. At the same time, Albertson's speculative grade liquidity rating was downgraded to SGL-2 from SGL-1. On October 14, 2022, Kroger announced that it had agreed to purchase Albertsons for about $25 billion.[1] Upon closing of the transaction, Moody's expects that Kroger will take the necessary steps such that Albertsons' existing debt, including the Safeway bonds, that remain in the final capital structure will be pari-passu with Kroger's existing and new transaction debt. The review for upgrade reflects the pending acquisition by Kroger and that the remaining Albertson's debt and heritage Safeway debt will be pari-passu with Kroger's debt. The transaction is subject to shareholder and regulatory approvals. Due to the expected lengthy regulatory review, the companies expect the acquisition to close in 2024. Prior to close of the transaction Albertsons will issue a special $4.0 billion dividend to its shareholders. The dividend will be financed with approximately $2.5 billion of Albertsons' balance sheet cash and the balance from a revolver draw from Albertsons fully available $4.0 billion asset based revolving credit facility ("ABL"). The downgrade to SGL-2 reflects Albertsons lower cash balances and reduced revolver availability following the payment of the dividend. Downgrades: Issuer: Albertsons Companies, Inc. Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 On Review for Upgrade: Issuer: Albertsons Companies, Inc. Corporate Family Rating, Placed on Review for Upgrade, currently Ba2 Probability of Default Rating, Placed on Review for Upgrade, currently Ba2-PD Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba3 to (LGD5) from (LGD4) Issuer: Safeway Inc. Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba3 to (LGD5) from (LGD4) Outlook Actions: Issuer: Albertsons Companies, Inc. Outlook, Changed To Rating Under Review From Stable Issuer: Safeway Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The review for upgrade reflects Moody's expectation that, should Albertson's acquisition by Kroger be completed, Albertsons outstanding debt will be assumed and be pari-passu with Kroger's existing and transaction debt. The review also takes into account that Albertsons will become part of a larger company, benefitting from greater scale and diversity. The review will focus on the final capital structure including the steps taken by Kroger to ensure that the Albertson's debt and heritage debt is pari-passu with Kroger's debt. The review for upgrade will also focus on the outcome of the regulatory and shareholder approvals which are required for the deal to close. Should the transaction successfully close with all the debt pari-passu, Albertson's and Safeway's debt would likely be upgraded to Baa1. Excluding the ratings review, Albertsons ratings could be upgraded if debt/EBITDA is sustained below 3.25x, EBITA/interest sustained above 3.0x, financial policies remain benign, the company shifts to a majority independent Board membership, and liquidity remains very good. Ratings could be downgraded if recent positive operating trends are significantly reversed, debt/EBITDA is sustained above 4.0x or EBITA/interest is sustained below 2.0x. Ratings could also be downgraded if financial policies become aggressive or if liquidity deteriorates. Headquartered in Boise, Idaho Albertsons Companies, Inc. is the second largest traditional supermarket in the U.S. As of June 18, 2022 the Company operated 2,273 retail stores with 1,720 pharmacies, 402 associated fuel centers, 22 dedicated distribution centers and 19 manufacturing facilities. The Company operates stores across 34 states and the District of Columbia with more than 20 well known banners including Albertsons, Safeway, Vons, Pavilions, Randalls, Tom Thumb, Carrs, Jewel-Osco, Acme, Shaw's, Star Market, United Supermarkets, Market Street, Haggen, Kings Food Markets and Balducci's Food Lovers Market. Albertsons is minority owned by a consortium led by Cerberus Capital Management. HPS Investment Partners, LLC owns a significant amount of Convertible Preferred Stock of the company. Annual revenue is about $74 billion. The principal methodology used in these ratings was Retail published in November 2021. ALTERA INFRASTRUCTURE: Fine-Tunes Plan Documents ------------------------------------------------ Altera Infrastructure L.P., et al., submitted a Third Amended Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Reorganization dated October 11, 2022. The restructuring transactions embodied in the Restructuring Support Agreement, the Noteholder Plan Support Agreement, and the Plan are the product of extensive hard fought, good-faith negotiations and constitute a significant achievement for the Debtors in the wake of a historically challenging operating environment. On August 12, 2022, and thereafter through Joinders by certain parties, the Debtors and the Consenting Stakeholders entered into the Restructuring Support Agreement. On October 5, 2022, the Debtors and the Consenting Noteholders entered into the Noteholder Plan Support Agreement. Since executing the Restructuring Support Agreement and the Noteholder Plan Support Agreement, the Debtors have documented the terms of the pre-arranged restructuring contemplated thereby, including the Plan. The restructuring transactions contemplated by the Plan will significantly reduce the Debtors' funded-debt obligations and annual interest payments and result in a stronger balance sheet for the Debtors. Given the strength of the Debtors' asset base and future potential and the committed support of Brookfield, the Bank Lenders, and the Consenting Noteholders, the Debtors are confident that they can implement the restructuring transactions contemplated by the Plan, Restructuring Support Agreement, and Noteholder Plan Support Agreement to ensure the Debtors' long-term viability. For these reasons, the Debtors strongly recommend that Holders of Claims entitled to vote to accept or reject the Plan vote to accept the Plan. The Debtors are reorganizing under chapter 11 of the Bankruptcy Code. As a result, the occurrence of the Effective Date means that the Debtors will not be liquidated or forced to go out of business. Following Confirmation, the Plan will be consummated on the Effective Date, which is a date that is the first Business Day after the Confirmation Date on which (1) no stay of the Confirmation Order is in effect and (2) all conditions to Consummation have been satisfied or waived. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 8 consists of Altera Unsecured Notes Claims and other General Unsecured Claims at Altera and Altera Finance Corp. Each holder of an Allowed Altera Unsecured Notes Claim or other General Unsecured Claim at Altera or Altera Finance Corp. not otherwise included in Classes 6(a)–(g) or Class 7 shall receive its Pro Rata share of (i) 13% of the New Common Stock, subject to dilution on account of the Management Incentive Plan, the New Warrants, and the Rights Offering and (ii) subscription rights to participate (or to designate its affiliate to participate) in up to $[12.55] million of the New Common Stock offered in the Rights Offering in accordance with the Rights Offering Procedures. * Class 9 consists of General Unsecured Claims at Debtors other than Altera and Altera Finance Corp. Each holder of a General Unsecured Claim at Debtors other than Altera and Altera Finance Corp. shall receive, at the Debtors' option and with the consent of the Consenting Sponsor: (a) payment in full in Cash; (b) reinstatement pursuant to section 1124 of the Bankruptcy Code; or (c) such other treatment rendering such Claim unimpaired in accordance with section 1124 of the Bankruptcy Code. * Class 13 consists of Existing Common Equity Interests in Altera and Altera GP. On the Effective Date, each Existing Common Equity Interest in Altera or Altera GP shall be cancelled, released, and extinguished without any distribution, and will be of no further force or effect, and each holder of an Existing Common Equity Interest in Altera or Altera GP shall not receive or retain any distribution, property, or other value on account of its Existing Common Equity Interest in Altera or Altera GP. The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations, the DIP Facility, and the proceeds of the Rights Offering; (2) the New Common Stock; (3) the New GP Common Stock; and (4) the New Warrants, as applicable. The Voting Deadline is November 1, 2022, at 4:00 p.m. November 4, 2022, subject to the Bankruptcy Court's availability, at 10:00 a.m., is the Combined Disclosure Statement and Confirmation Hearing. A full-text copy of the Third Amended Disclosure Statement dated October 11, 2022, is available at https://bit.ly/3rYyq9I from PacerMonitor.com at no charge. Proposed Co-Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Kristhy M. Peguero, Esq. Rebecca Blake Chaikin, Esq. Victoria N. Argeroplos, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com kpeguero@jw.com rchaikin@jw.com vargeroplos@jw.com - and - Joshua A. Sussberg, Esq. Brian Schartz, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: joshua.sussberg@kirkland.com brian.schartz@kirkland.com - and - John R. Luze, Esq. 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: john.luze@kirkland.com About Altera Infrastructure L.P. Westhill, United Kingdom-based Altera Infrastructure L.P. (NYSE: ALIN-A) is a global energy infrastructure services partnership primarily focused on the ownership and operation of critical infrastructure assets in the offshore oil regions of the North Sea, Brazil and the East Coast of Canada. Altera has consolidated assets of approximately $3.8 billion comprised of 44 vessels, including floating production, storage and offloading (FPSO) units, shuttle tankers, floating storage and offtake (FSO) units, long-distance towing and offshore installation vessels and a unit for maintenance and safety (UMS). The majority of Altera's fleet is employed on medium-term, stable contracts. After agreeing to a debt-for-equity plan with bank lenders and owner Brookfield, Altera Infrastructure LP and 37 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90130) on Aug. 12, 2022. Judge Marvin Isgur oversees the cases. As of the petition date, the Debtors were liable for approximately $1.6 billion in aggregate principal amount of funded debt. Kirkland & Ellis LLP, Jackson Walker LLP, and Quinn Emanuel Urquhart & Sullivan LLP serve as the Debtors' lead counsel, local counsel, and special counsel, respectively. The Debtors also tapped Evercore Group LLC as investment banker and PricewaterhouseCoopers LLP as tax compliance, tax consulting, and accounting advisory services provider. David Rush, senior managing director at FTI Consulting, Inc., serves as restructuring advisor to the Debtors. Stretto is the claims agent. The DIP Lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the DIP Lenders, Ducera Partners LLC, as financial advisor, and Porter & Hedges LLP, as their Texas counsel. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on Aug. 22, 2022. The unsecured creditors committee tapped Friedman Kaplan Seiler & Adelman, LLP and Pachulski Stang Ziehl & Jones, LLP as legal counsel; and AlixPartners, LLP as financial advisor. A committee of coordinators was appointed under and as defined in the appointment letter originally dated May 6, 2022, among Altera Infrastructure LP and each member of the CoCom. The CoCom is represented by Norton Rose Fulbright US, LLP and Norton Rose Fulbright, LLP as legal counsel and PJT Partners (UK) Ltd. As financial advisor. The Noteholder Ad Hoc Group tapped Vinson & Elkins LLP and Wachtell, Lipton, Rosen & Katz as its attorneys. ALTERRA MOUNTAIN: S&P Upgrades ICR to 'B+', Outlook Stable ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Alterra Mountain Co. to 'B+' from 'B'. S&P said, "We also raised our issue-level rating on the company's secured credit facility one notch to 'B+' from 'B', in line with the higher issuer credit rating, and revised our recovery rating to '3' from '4'. We assume recovery prospects have improved for lenders because Alterra will likely continue to invest in its asset base through increased capital programs through 2023. As a result, we increased our emergence enterprise valuation in a recovery scenario. "The upgrade to 'B+' reflects our expectation that Alterra will sustain leverage of around 5x or lower in fiscal 2023 even if an economic recession within the United States reduces resort visitation and spending. In our updated base case, we forecast skier visitation and revenue will continue to grow following a strong 2021-2022 ski season that resulted in revenue growth of 55%-60% in fiscal 2022, ended July. We expect both skier visitation and revenue will grow in the low- to mid-single digit percent area in 2023. Although we expect the company to increase the price of its pass products in line with inflation, we believe that effective ticket price (ETP) growth will be limited as Alterra drives a higher percentage of visitation via its pass products. Higher visitation from Ikon passes drives down ETP as passes are sold at a discount prior to the start of the season compared to same-day ticket purchases. We believe that EBITDA margin will modestly compress in 2023 to the 29%-30% range. Ski operators have experienced increased costs most notably for labor, as the companies compete for seasonal employees. While we believe that wage pressure has subsided compared to 2021 and 2022, we believe the company will increase staffing levels ahead of the 2022-2023 ski season in order to maintain service levels in the face of higher visitation. As a result, we expect Alterra to maintain S&P Global Ratings-adjusted leverage of approximately 5x through fiscal 2023, lower than its 2019 adjusted leverage, despite approximately $650 million of incremental term loan B issued over the course of the pandemic. Visitation at Alterra mountain resorts remained elevated compared to pre-pandemic levels during the 2021-2022 ski season even as other forms of entertainment reopened following the relaxation of COVID related constraints. We estimate that skier visitation across Alterra's portfolio of resorts increased approximately 20% during the 2021-2022 ski season. Because of heighted demand, we believe that effective ticket prices remained at historically high levels and approximately in line with 2021 levels, despite a significant increase in the company's Ikon pass base. Additionally, a return to full operations for its food and beverage operations and CMH heli-skiing segment contributed to a 66% increase in revenue through the first three quarters of fiscal 2022, ended in July. "In September, S&P Global economists downwardly revised our base case forecast for U.S. GDP and consumer discretionary spending in 2022 and 2023 and forecast that the U.S. economy will fall into a recession beginning in the first half of 2023 as recent indicators now show cracks in the foundation as the U.S. economy heads into 2023, as rising prices and interest rates eat away at household purchasing power. We believe that Alterra could be somewhat insulated from declines in discretionary spending in 2023. Alterra has significantly expanded its Ikon pass base since the start of the pandemic and because of the ski industry's typically high-income demographic, declines in pass sales and skier visitation would be more resilient over the course of a recession. "We expect Alterra to fund increased capex and M&A through cash on its balance sheet. While we originally expected the company to use some of its excess cash to pay down debt, we now expect the company to maintain its high cash balances to make tuck-in acquisitions and reinvest in its asset base in anticipation of continued increased skier visitation. As of April 30, 2022, Alterra reported $1.3 billion of cash on its balance sheet, substantially higher than what the company carried in years preceding the pandemic. We expect Alterra to end fiscal 2022 with $1.0 billion-$1.1 billion of cash on its balance sheet, despite significantly increased capex and modest M&A activity in the second and third quarters. Alterra completes most of its capital investment programs over the course of the summer and ahead of the North American ski season. Furthermore, we forecast that Alterra will be able to fund continued elevated capex spending in 2023 and 2024 through free operating cash flow (FOCF) generation. We believe that Alterra will maintain elevated levels of cash over the next 12 months for bolt-on acquisitions and to increase its flexibility for M&A without needing incremental debt financing." Alterra's attendance is vulnerable to declines in consumer discretionary spending. Alterra is vulnerable to declines in consumer discretionary spending, which can reduce the company's revenue during periods of economic weakness. Given that mountain resort activities often involve an above-average level of daily leisure spending (compared with more value-oriented alternatives) and our economists' belief the U.S. will enter a recession within the next 12 months, the company's attendance could decline if consumers pull back on their travel and leisure spending or choose less-expensive alternative entertainment options. Alterra's operating performance can fluctuate with weather conditions. Alterra generates approximately 80% of its revenue and more than 100% of its EBITDA during the winter months, thus having adequate snowfall to support its attendance is critical. Because of its high fixed-cost structure, the company's operating performance can be volatile during years of poor snowfall, which may increase its leverage. Somewhat offsetting this risk is Alterra's success in growing its Ikon pass, which provides it with pre-committed revenue in advance of the winter season and reduces the risk stemming from weather volatility. Alterra seeks to generate a higher percentage of its revenue each year through the sale of its pass products, the majority of which are sold prior to the start of the season and lock in revenue for the season. The company has introduced lower-price tiers in recent years as well as two, three, and four-day products that supplant lift tickets for less frequent skiers who are more sensitive to day-of weather conditions. S&P believes that continued growth of the Ikon pass product could indicate substantial customer affinity for the company's pass products and resort portfolio and significantly stabilize the company's lift ticket revenue and reduce revenue and EBITDA volatility. Good geographic diversity and scale help mitigate risks. Alterra maintains good market share and geographic diversity as its 15-owned resorts and 39 Ikon partners are spread across North America, South America, Europe, Australia, New Zealand, and Asia. The company's recent international partnerships include Chamonix Mont-Blanc Valley in France, Lotte Arai Resort in Japan, and Panorama Mountain Resort in British Columbia. S&P views Alterra's scale and diversity favorably because the different geographic locations of its resorts modestly mitigate its weather risk and enhanced the value of its Ikon pass. Also, its pre-committed revenue from Ikon pass sales further mitigates its weather-related risks. In addition, Alterra's scale and diversity can help mitigate any country or region-specific economic risks. S&P said, "The stable outlook indicates our expectation for Alterra to maintain total leverage below 6x over the next few years, even if a severe weather event limits snowfall and visitation. Although the company's very high cash balances reduces the risk of increased leverage from debt financed M&A activity, rating upside is constrained by our view that Alterra's controlling owners, financial sponsor KSL Capital Partners and Henry Crown & Co. (a family office investment firm) could entertain a more aggressive strategy and corporate decision-making that prioritizes the interests of controlling owners to focus on maximizing shareholder returns." S&P could lower its rating if: -- A combination of an economic downturn and poor snowfall during the 2022/23 ski season significantly reduces demand at Alterra's mountain resorts; and -- S&P expects its adjusted debt to EBITDA will be sustained above 6x; or -- If S&P believes that Alterra will begin to prioritize shareholder friendly initiatives, such as a large dividend or material debt-financed M&A. Although unlikely given Alterra's ownership S&P could raise its rating if: -- S&P expects the company to sustain adjusted leverage below 4.5x; and -- Forecasted discretionary cash flow (DCF) to debt remains around 5%. Environmental, Social, And Governance ESG credit indicators: E-3, S-3, G-3 S&P said, "Environmental, social, and governance factors are moderately negative considerations in our credit rating analysis of Alterra. Because of climate change, Alterra is exposed to increasingly adverse weather patterns such as volatile or shorter winters and less snowfall that can depress skier visitation. Additionally, increasing wildfires in the regions of Alterra's resorts could lead to unforeseen costs that reduce profitability, skier visitation, or increase costs. These risks are somewhat mitigated by Alterra's partnerships with 39 regionally diversified resorts through its Ikon pass product. Social factors are a moderately negative consideration. Due to of the pandemic, skier visitation was significantly lower throughout the 2020-2021 season because of its portfolio's exposure to destination resorts as well as its Canadian-based heli-skiing operations. Ancillary segments such as food and beverage services, ski school, retail, and rental operations were also severely affected. However, following the removal of restrictions and the abatement of safety concerns, Alterra's operating performance recovered faster than the broader leisure industry. Skier visitation, revenue, and EBITDA are expected to remain above prepandemic measures. Nonetheless, while we view the pandemic as a rare and extreme disruption unlikely to recur at the same magnitude, safety and health scares are an ongoing risk. Governance factors are a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects generally finite holding periods and a focus on maximizing shareholder returns." AMERIGAS PARTNERS: Fitch Cuts LongTerm IDR to 'BB-', Outlook Stable ------------------------------------------------------------------- Fitch Ratings has downgraded AmeriGas Partners, L.P. (AmeriGas) and its fully guaranteed financing co-borrower AmeriGas Finance Corp.'s Long-Term Issuer Default Ratings (IDR) to 'BB-' from 'BB'. Fitch has also downgraded the co-issued senior unsecured notes to 'BB-'/'RR4' from 'BB'/'RR4'. The Rating Outlook is Stable. The downgrade reflects a high debt balance, FYE 2022 EBITDA lower than Fitch's prior forecast, and Fitch's projected FYE 2023 of retail gross profit lower than its previous expectations. Under its forecast, AmeriGas' retail propane volumes will continue to decline in FYE 2023, and average retail unit margins are expected to remain stagnant over the near-term forecast. Fitch expects leverage (total debt with equity credit/operating EBITDA) to be approximately 5.5x through FYE 2023. Fitch calculates leverage differently than under the AmeriGas debt agreements. AmeriGas' credit strengths include its size and scale as the leading retail propane distributor in the U.S. Challenges for the company include the secular decline of propane, and volume sensitivity to higher propane prices and abnormal weather conditions. KEY RATING DRIVERS Customer Conservation and Attrition: Fitch's primary concern regarding the retail propane industry continues to be customer conservation and attrition, driving sustained long-term declining retail volumes. Retail propane sales are AmeriGas' source of revenue accounting for approximately 84% of revenues at FYE 2021. Wholesale propane prices have increased approximately 63% yoy through the nine months of FY 2022. Customer price sensitivity hinders management's ability to pass on rising commodity prices and impacting management's ability in increase retail unit margins. Electricity remains the largest competing heat source to propane. Customer migration to natural gas is a longer-term competitive factor as natural gas utilities build out systems to serve areas previously only served by propane and electricity providers. Sustained Retail Volumes Pressure: Retail gallons sold, the key performance indicator for AmeriGas, have fallen by approximate 9% yoy through the third quarter of FYE 2022 due partly to customer service related issues. The Fitch ratings case expects a low single-digit decline in retail volumes through FYE 2023 as the company works to regain retail customer contracts lost over FY 2022. Partially offsetting the decline in retail volumes has been the rise in wholesale volumes which were up approximately 29% through the third quarter of FYE 2022. Fitch expects AmeriGas to maintain wholesale gallons sold near these levels over the forecast period. Leverage Remains Elevated: Leverage has been elevated above 5.0x, per Fitch's calculation, since FYE 2020 despite AmeriGas' deleveraging efforts. FYE 2022 is expected to underperform Fitch's previous estimates following disappointing retail volumes seen over the 2021-2022 winter season. Fitch expects leverage to be approximate 5.5x through FYE 2023. Notably this figure would be lower under AmeriGas' debt agreement calculation. The company's retail unit margins are expected to remain flat to FY 2022 levels over the forecast with little to no retail volumes growth driving suppressed EBITDA generation. Staffing shortages, which have impacted key delivery roles and hurt customer service, have led to a loss of customers. This is in addition to the negative impact higher propane costs have had on customer attrition. Fitch anticipates small acquisitions to increase market share will need to be balanced with debt paydowns to reduce leverage. Scale of Business: The market for propane distribution in the U.S. is fragmented with a handful of national distributors in competition with smaller local players. AmeriGas has the largest retail propane distributor network in the country, which provides it with significant customer and geographic diversity. This broad scale and diversity helps to dampen the weather-related volatility of cash flows. AmeriGas serves approximately 1.4 million customers across all 50 states. Retail gallon sales are fairly evenly distributed by geography, which can help limit the impact of warm weather within its regional base. Seasonality of Business: Sales are highly seasonal and driven by the winter heating season. Approximately 80%-85% of EBITDA is derived in the first two quarters of each fiscal year ended September. Results from the fiscal 2022 heating season were affected by the approximated 3% warmer than normal during the first six months of fiscal 2022. The warmer weather contributed to the approximately 8% decline in retail gallons sold dropped by approximate 10% over six months of fiscal 2022. AmeriGas' cylinder-exchange business provides some seasonal diversity, and national accounts are steady year-round. The seasonal factors are embedded in Fitch's analysis. Parent Subsidiary Linkage: There is a parent subsidiary relationship between AmeriGas and its owner, UGI Corporation (UGI Corp.; NR). Fitch believes UGI Corp. has a stronger standalone credit profile (SCP) than AmeriGas given the diversity of cash flow from UGI Corp.'s various subsidiaries and low levels of parent-only debt. As such, Fitch has followed the stronger parent path. Legal incentive to support is weak given the lack of guarantees or cross default provisions. Strategic and operational incentives are also weak. While AmeriGas pays dividends up to UGI Corp., the amount is varied and flexible. Additionally, AmeriGas has its own finance team and liquidity access. Due to the aforementioned linkage considerations, Fitch rates AmeriGas on a standalone basis. Despite the lack of explicit rating linkages, Fitch views the ownership dynamic as supportive of the company's credit quality. DERIVATION SUMMARY AmeriGas' 'BB-' rating reflects the company's size and scale and relatively unique focus on retail propane compared to Fitch's other midstream energy coverage. Retail propane distribution is a highly fragmented market with a significant amount of seasonal sales variations driven by weather. Fitch-calculated leverage will be approximately 5.5x through FYE 2023 as the company continues to struggle with elevated operating costs and lower retail volumes. AmeriGas' leverage is higher than wholesale fuel distributor Sunoco LP (SUN; BB+/Stable). Fitch considers SUN to be the closest comparable to AmeriGas as both companies have seasonal or cyclically exposed cash flow and perform fuel sourcing operations. Of note, AmeriGas' retail propane demand tends to be more seasonally affected than motor fuel demand. SUN has been more successful in deleverage than AmeriGas with SUN's leverage expected to fall to 4.2x by calendar YE 2022. SUN's leverage is expected to be over a turn lower than that of AmeriGas by FYE 2023. Fitch rates AmeriGas' international propane retail affiliate UGI International, LLC (UGII) 'BB+'/Outlook Stable. Although UGII is a large propane retailer, it operates in less fragmented European markets with lower leverage. AmeriGas has higher leverage than UGII, with UGII's leverage expected to remain below 3.0x through the forecast period. Rockpoint Gas Storage Partners, L.P. (ROCGAS; B-/Stable), a natural gas storage provider, is similar to AmeriGas, with a strong seasonal component and is heavily influenced by the weather during the peak season. AmeriGas operates on the retail level while ROCGAS sells at the wholesale level. AmeriGas is much bigger than ROCGAS and has stronger geographic diversity compared with ROCGAS's geographical concentration in Alberta. ROCGAS's leverage, which is strong for the rating category, offsets its geographic concentration. Fitch expects fiscal 2022 total debt with equity credit to operating EBITDA to be around 5.0x. Fitch expects ROCGAS to deleverage below 5.0x over the forecast period, comparing more favorably to Fitch's leverage expectations for AmeriGas. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Retail and wholesale sales decline by approximately 5% in FYE Sept. 30, 2022, and remain flat in FYE Sept. 30, 2023 with low single-digit growth thereafter; - Base interest rate applicable to the revolving credit facility reflects the Fitch Global Economic Outlook, e.g., 4% for 2023 and 3.5% for 2024; - Run-rate per annum distribution for FYE Sept. 30, 2023 to FYE Sept. 30, 2025 of approximately $70 million-$100 million.; - Average retail unit margins consistent with FY 2022 over the forecast period; - Capital spending between $125 million and $150 million annually with increased potential for acquisitions to grow market share. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Reported total debt with equity credit to operating EBITDA below 5x and expected to remain below 5.0x on a sustained basis; - Increased scale of business while improving impairing profitability. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Total debt with equity credit to operating EBITDA above 6x on a sustained basis; - Accelerating deterioration in customer, margin and/or volumes; - Acquisition that would materially affect leverage; - Inability to meet funding needs which could come from lack of access to capital markets or restricted liquidity. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: As of June 30, 2022, AmeriGas had roughly $558 million of available liquidity from cash balances and credit facility capacity. Approximately $547 million of borrowing capacity was available on the $600 million revolving credit facility. AmeriGas primarily uses its revolver for seasonal working capital needs. The available capacity on the credit facility was increased YTD through June 2022 by $120 million of outstanding borrowings and $57 million outstanding letters of credit. At the end of September 2022, the revolver was refinanced with similar terms extending the maturity to 2026. Maturities are manageable with no note maturities until May 2024. Fitch expects AmeriGas to be in compliance with the leverage covenants in the credit agreement. Fitch's leverage includes several non-recurring costs for the transformation project, which differs from the leverage calculation used for covenant compliance purposes. ISSUER PROFILE AmeriGas is the largest retail propane distributor in the U.S., serving over 1.4 million residential, commercial, industrial, agricultural, wholesale and motor fuel customers in all 50 states from approximately 1,600 propane distribution locations. AmeriGas is a wholly owned subsidiary of UGI Corporation. 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- AmeriGas Finance Corp. LT IDR BB- Downgrade BB senior unsecured LT BB- Downgrade RR4 BB AmeriGas Partners, L.P. LT IDR BB- Downgrade BB senior unsecured LT BB- Downgrade RR4 BB ARCHDIOCESE OF SANTA FE: Unsec Claims Under $500 to be Paid in Full ------------------------------------------------------------------- The Roman Catholic Church of the Archdiocese of Santa Fe filed with the U.S. Bankruptcy Court for the District of New Mexico a Disclosure Statement to accompany Plan of Reorganization dated October 11, 2022. Every Catholic entity, including the Debtor, is subject to church law also called Canon Law. The Debtor is structured and operates in accordance with Canon Law and is a juridic person under Canon Law. For many years, Clergy members within the Church violated the sacred trust placed in them by families, children, and the Church by committing acts of sexual abuse. This was left unaddressed for decades. Survivors of abuse were ignored, called liars, shamed, and felt abandoned by their Church. This conduct is contrary to the teaching and traditions of the Church. The Archdiocese settled many claims over a number of years but ultimately determined that a chapter 11 process would be more just to all victims, giving each an opportunity to participate on an equal footing in one forum. The Debtor proposes the Plan in order to pay compensation to survivors of Abuse perpetrated by individuals associated with the Archdiocese. The Debtor has worked since the Petition Date to obtain funding for a Plan by: (a) liquidating many of its assets; (b) obtaining contributions from the Settling Insurers pursuant to the Insurer Settlement Agreements and the Participating Religious Order Settlement Agreements; (c) obtaining contributions from others who may have liability for some of the Claims because of their relationships with the Debtor, including the Parishes; (d) accepting donations from individuals and organizations who support the purpose of the Plan; and (e) obtaining loans. Each of the Participating Parties, including the Settling Insurers, the Participating Religious Orders and their corresponding general liability carriers, the Participating Religious Orders, and the ASF Participating Parties, including Parishes and other Catholic organizations, have made substantial contributions and commitments to help fund the Plan. Through the efforts of the Debtor, the ASF Participating Parties, the Official Committee of Unsecured Creditors, and through settlements with the Settling Insurers and Participating Religious Orders (and their corresponding general liability carriers), the Parties have assembled two proposed cash funds to be administered by trustees. The contributions and commitments from the Debtor, the ASF Participating Parties, the Settling Insurers, and Participating Religious Orders (and their corresponding general liability carriers) will be used to compensate Tort Claimants, including Unknown Tort Claimants. The Debtor has also committed to non-monetary covenants or commitments to be performed pursuant to the Plan to facilitate healing and transparency. In addition, some additional Religious Orders may elect to participate in the Plan. If they do, additional funds will be added to the trusts to be distributed as agreed with such Religious Orders and the Committee. The Debtor, the ASF Participating Parties, the Settling Insurers, and the Participating Religious Orders (and their corresponding general liability carriers) will fund the ASF Settlement Trust in the original negotiated amount of $121,500,000.00, plus an additional $7,845,000.00 from the Participating Religious Orders, for distribution to Class 3 Tort Claimants and Class 4 Unknown Tort Claimants as set forth in the Plan. The ASF Settlement Trust's fees and expenses will be paid by the Reorganized Debtor. If any other Religious Orders participate in the Plan, it is anticipated that the additional contributions from the Religious Orders will be distributed to Class 3 Tort Claims and Class 4 Unknown Tort Claims in accordance with the respective settlement agreements and the applicable trust documents. All Class 3 and Class 4 Tort Claimants will benefit from the settlements, but Class 3 Tort Claimants asserting claims against the Participating Religious Order and the Debtor will receive a greater benefit from this additional source of compensation. The Debtor and the ASF Participating Parties will contribute $75,000,000 to the ASF Settlement Trust from sales of property, savings, and contributions from individuals, and loans to the Debtor. To do this, the original agreement reached in 2022 provided that the Debtor and the ASF Participating Parties would deposit $65,000,000 into the Escrow Account on or before September 30, 2022, and the Debtor would execute a Promissory Note for $10,000,000. Instead, on September 30. 2022, the Debtor and the ASF Participating Parties deposited $69,600,000 into the Escrow Account plus a Promissory Note from Debtor for $5,400,000 that accrues interest from the Effective Date at 2.00% per annum and a default interest rate of 10.00% per annum. Distributions to Claimants in classes other than Class 3 and Class 4 will be funded by the Debtor's Preserved Coverage or by the Reorganized Debtor. Class 2 consists of the holders of General Unsecured Convenience Claims against the Debtor or holders of Unsecured Claims who elect to be treated as a General Unsecured Convenience Claim. These Claimants are holders of unsecured Claims of $500.00 or less or Claimants who voluntarily reduce their Unsecured Claims to $500.00. Each holder of Allowed General Unsecured Convenience Claims will receive either: (a) payment from the Reorganized Debtor of the full amount of its Allowed General Unsecured Convenience Claim in Cash, on or as soon as reasonably practicable following the Effective Date or, if later, the Allowance Date; or (b) payment of its Allowed General Unsecured Convenience Claim upon such terms as may be agreed in writing by the Claimant and the Reorganized Debtor. Class 3 consists of Tort Claimants other than Class 4 Unknown Tort Claimants. The ASF Settlement Trust shall pay Class 3 Tort Claims in accordance with the terms of the Tort Claims Allocation Protocol, and ASF Settlement Trust Documents. The ASF Settlement Trust shall be the sole source of payment on account of Class 3 Tort Claims. The ASF Settlement Trust shall not make any Distributions on account of Class 3 Tort Claims prior to the Effective Date. The Distributions from the ASF Settlement Trust are in full settlement of the Class 3 Tort Claims against each of the Protected Parties and the acceptance of a Distribution by a Class 3 Tort Claimant shall constitute a General Release granted by such Class 3 Tort Claimant of all Claims by such Class 3 Tort Claimant against all Protected Parties. Class 4 consists of Unknown Tort Claimants. On or before the Unknown Tort Claims Trust Contribution Date, the Debtor shall contribute $___ to the Unknown Tort Claims Trust to fund the Unknown Tort Claims Trust pursuant to the provisions of this Plan. The Debtor or the Reorganized Debtor shall pay the costs of administering the Unknown Tort Claims Trust. The Unknown Tort Claims Trust shall be the sole source of payment on account of Class 4 Unknown Tort Claims. Holders of Unknown Tort Claims shall have no rights against the Debtor, Reorganized Debtor, the Protected Parties, the ASF Settlement Trust, ASF Settlement Trustee, the Unknown Tort Claims Trust, or the Unknown Tort Claims Trustee relating to such Unknown Tort Claim. Class 5 consists of holders of General Unsecured Claims. These are Claims not secured by any interest in the Debtor's property and consist of any Claim against the Debtor that is not a Tort Claim, Channeled Claim, Unknown Tort Claim, Administrative Claim, Abuse Related Contingent Claim, Penalty Claim, or a Priority Tax Claim. Based upon a review of the Debtor's Schedules, books, and records, as well as filed Proofs of Claims, the Debtor estimates that Class 5 Unsecured Claims total approximately $1,313,232.89. Class 5 General Unsecured Claims shall receive no Distribution, unless and except as provided herein. Class 5 Claimants may proceed against Debtor's or Reorganized Debtor's Preserved Coverage, to the extent the Claim is insured. No later than September 30, 2022, the Debtor will establish the Escrow Account. Upon the Effective Date, the funds held in the Escrow Account will be administered in accordance with this Plan, the Insurer Settlement Agreements, the Participating Party Agreements and the Confirmation Order. The Escrow Account shall be interest-bearing, with interest to be paid to Debtor or Reorganized Debtor in order to fund this Plan. A full-text copy of the Disclosure Statement dated October 11, 2022, is available at https://bit.ly/3yIp99v from PacerMonitor.com at no charge. Attorneys for the Debtor: ELSAESSER ANDERSON, CHTD Ford Elsaesser Bruce A. Anderson 320 East Neider Avenue, Suite 102 Coeur d'Alene, ID 83815 (208) 667-2900 Fax: (208) 667-2150 Email: ford@eaidaho.com Email: brucea@eaidaho.com -and- WALKER & ASSOCIATES, P.C. Thomas D. Walker 500 Marquette Ave NW, Suite 650 Albuquerque, NM 87102 (505) 766-9272 (505) 766-92878 (fax) Email: twalker@walkerlawpc.com About Roman Catholic Church of The Archdiocese of Santa Fe The Roman Catholic Church of the Archdiocese of Santa Fe -- https://www.archdiosf.org/ -- is an ecclesiastical territory or diocese of the southwestern region of the United States in the state of New Mexico. At present, the Archdiocese of Santa Fe covers an area of 61,142 square miles. There are 93 parish seats and 226 active missions throughout this area. The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr. D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse claims. It reported total assets of $49,184,579 and total liabilities of $3,700,000 as of the bankruptcy filing. Judge David T. Thuma oversees the case. The archdiocese tapped Elsaesser Anderson, Chtd. and Walker & Associates, P.C., as bankruptcy counsel; Stelzner, Winter, Warburton, Flores, Sanchez & Dawes, P.A as special counsel; and REDW, LLC as accountant. BARTECH GROUP: Seeks to Hire Riemer & Braunstein as Legal Counsel ----------------------------------------------------------------- BarTech Group of Illinois, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Riemer & Braunstein LLP as its bankruptcy counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties as debtor-in-possession and the continued management and operation of its business and assets; (b) attending meetings and negotiating with representatives of creditors and other parties-in-interest and responding to creditor inquiries; (c) advising and assisting the Debtor in connection with any potential asset disposition and sale, if warranted; (d) assisting the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; (e) negotiating and preparing on behalf of the Debtor any sale and/or plan of reorganization and all related documents; (f) preparing necessary motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; and (g) performing all other bankruptcy-related legal services for and providing all other legal advice to the Debtor that may be necessary and proper in this proceeding. The firm will be paid at these rate: Alan L. Braunstein, Sr. Partner $795 Phillip Block, Partners $655 Macken Toussaint, Partners $465 Nicole M. Daley, Paralegals $225 Dennis Haley, Paralegals $225 Riemer & Braunstein received a retainer in the amount of $50,000. Alan Braunstein, Esq., a partner at Riemer & Braunstein, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Riemer & Braunstein can be reached at: Alan L. Braunstein, Esq. Phillip J. Block, Esq. Riemer & Braunstein LLP 71 South Wacker, Suite 3515 Chicago, IL 60606 Tel: (617) 880-3568 Email: abraunstein@riemerlaw.com pblock@riemerlaw.com About The BarTech Group of Illinois Inc. The BarTech Group of Illinois Inc. -- https://www.bartechgroup.biz -- is an MBE and DBE certified electrical construction contractor. The BarTech Group of Illinois Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-10945) on Sept. 23, 2022. In the petition filed by Dwayne Barlow, as president, the Debtor reported assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. William B Avellone has been appointed as Subchapter V trustee. Alan L Braunstein of Riemer Braunstein LLP is the Debtor's counsel. Ringold Financial Management Services, Inc., is the financial advisor. BARTECH GROUP: Taps Ringold Financial as Financial Advisor ---------------------------------------------------------- BarTech Group of Illinois, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Ringold Financial Management Services, Inc. as its financial advisor. The firm will render these services: (a) assist in the development and preparation of business plan, financial projections, cash flow budget, and other financial reports; (b) negotiating and communicating with the Debtor's various stakeholders and parties in interest, including lenders, creditors, potential investors, and other interested parties; (c) identify opportunities to improve profitability, and assist management in improving working capital utilization; (d) assist in the identification of opportunities to improve profitability and assist in management; (e) assist the Debtor in the management and enhancement of its liquidity issues; (f) assist the Debtor in seeking out potential sources of new investment capital and funding, and in the development and execution of restructuring options; (g) assist management and counsel to the Debtor in preparing and evaluating a potential plan of reorganization; and (h) assist the Debtor in the management and administration of the chapter 11 bankruptcy process. Ringold's hourly rates are between $150 and $275 based upon the staff assigned to the respective tasks. The Debtor pays Ringold a flat rate of $3,000 weekly, which is less than the amount of the hourly rates. Ringold Financial is "disinterested" within the meaning of Bankruptcy Code section 101(14) , and has no connection with, and hold no interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Michelle Ringold, CPA, MBA Ringold Financial Management Services, Inc. 850 South Wabash Avenue, Suite 320 Chicago, IL 60605 Phone: (312) 566-9705 Fax: (312) 566-9736 About The BarTech Group of Illinois Inc. The BarTech Group of Illinois Inc. -- https://www.bartechgroup.biz -- is an MBE and DBE certified electrical construction contractor. The BarTech Group of Illinois Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-10945) on Sept. 23, 2022. In the petition filed by Dwayne Barlow, as president, the Debtor reported assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. William B Avellone has been appointed as Subchapter V trustee. Alan L Braunstein of Riemer Braunstein LLP is the Debtor's counsel. Ringold Financial Management Services, Inc., is the financial advisor. BAUSCH + LOMB: Fitch Lowers IDR to 'B-', On Rating Watch Evolving ----------------------------------------------------------------- Fitch Ratings has downgraded Bausch + Lomb Corporation's (BLCO) Issuer Default Rating (IDR) to 'B-' from 'B+' and senior secured debt to 'BB-'/ RR1' from 'BB+'/'RR1'. Fitch has also maintained BLCO's ratings remain on Rating Watch Evolving. Prior to these rating actions, Fitch maintained all of the Rating Watch Evolvings related to BLCO while recording the Restricted Default at the Bausch Health and Bausch Health America entities. The Rating Watch Evolving reflects the potential for BLCO's ratings to move higher should it become an unrestricted subsidiary and Bausch Health Companies' and Bausch Health Americas' (collectively BHC) ownership diminished through the distribution and/or sale of its remaining interests. Conversely, BLCO's ratings could move lower should BHC's ratings be downgraded or in the absence of the aforementioned separation. BLCO's ratings could also be downgraded should Fitch reconsider the strength of the linkage between the entities that results in equalized ratings or a one notch uplift rather than the two notch uplift. BHC has not made any announcements that indicate a change to their intentions for or relationship with BLCO. Resolution of the Rating Watch may occur more than six months in the future. KEY RATING DRIVERS BLCO Solid Eye Care Business: BLCO is a leading global eye health company with a portfolio of over 400 products. Fitch expects that it will maintain an investment-grade capitalization upon its separation from BHC and transition from a secured borrowing base to unsecured. Fitch views BLCO as significantly smaller than Boston Scientific Corp. (BBB/Positive), Baxter International (BBB/Negative), Becton, Dickinson & Company (BBB/Stable) and Zimmer Biomet Holdings, Inc. (BBB/Stable). BLCO also operates in consumer health and prescription pharmaceuticals, providing some additional sector diversification compared to Boston Scientific and Zimmer Biomet. BLCO's Ratings Tied to BHC's: The primary driver of BLCO's ratings is that of BHC's 'CCC' IDR until the complete separation. Fitch views the ringfencing and access and control factors to be porous thereby allowing BHC's credit profile to influence BLCO's. Until separation, any changes in the linkage could lower BLCO's ratings. Changes to BHC's ratings would influence BLCO's until they are assessed on a stand-alone basis. An investment-grade rating would likely have leverage below 3.5x and an unsecured capital structure. Fitch will assess BLCO's Corporate Governance and its impact on ratings and ESG Relevance Scores as it relates to the separation. Separation Mechanics Unaffected: The recent distressed debt exchange that occurred at BHC may satisfy some of the steps necessary for a separation of BLCO whereas the mixed court ruling that occurred in August 2022 affecting BHC does not directly influence the timing or likelihood of a complete separation of the entities, as management has heretofore stated is their intention. The net leverage test needed to unrestrict BLCO from BHC's secured debt is on a trailing basis and the timing of potential cashflow losses are prospective. Assessing Changes to Incentives for Separation: BHC is not legally obligated to complete the separation and BLCO's stronger credit profile could provide support for BHC's credit profile by providing covenant headroom. Conversely, if BHC could meet the net leverage ratio and effectuate the separation, they may be further incentivized to do so given the increasing uncertainty at BHC. Advancing the separation would ensure BLCO's relatively healthy business and balance sheet are isolated from BHC's creditors and BHC's shareholders ownership in both entities would be unchanged were it to be a distribution in kind. Coronavirus Impact Moderating: BLCO's business is recovering from the negative impact of COVID-19. Cataract and laser vision correction surgeries faced significant challenges as these procedures are generally considered elective or deferrable. Looking back, the second quarter of 2020 will probably remain the trough in revenues. Fitch believes growth will continue as population immunity increases, more therapeutics and diagnostic tests become available and protocols by providers mitigate the risk and patient concern associated with having these procedures. Nevertheless, the potential emergence of a resistant and more virulent variant could lead to a setback in procedure volumes. Supply Chain/Inflation: Supply chain constraints and inflationary pressures present challenges to many firms in the healthcare sector. BLCO is generally managing these issues through building stocks of raw materials and API. In addition, the company is adding redundancies in its suppliers. Reliably Increasing Demand: Aging demographics, improved income demographics in emerging markets, increasing digital screen times and the ongoing increase in the incidence of diabetes will likely drive low- to mid-single-digit growth in the demand for eye health products and services during the intermediate term. A significant number of BLCO's products enjoy leading market positions and strong brand recognition. Consumables and contracted services account for roughly 78% of BLCO's revenues, and the company's product portfolio has only limited exposure to market exclusivity losses. Pipeline to Support Growth: Innovation is important to remain competitive in the eye health market, Fitch views the company's R&D efforts will help to drive intermediate- and long-term revenue growth while also supporting margins. BLCO makes consistent and significant investments in new product development. Its R&D efforts span all three businesses with intensity geared more towards surgical and ophthalmic pharmaceuticals. Fitch expects the company will also continue to pursue innovation in its Vision Care business with technological advancements being more incremental in nature. Margin Expansion: Fitch assumes that margins will improve over the forecast period. Improving sales mix and manufacturing efficiency gains should increase gross margins. SG&A as a percent of sales are forecasted to decline owing to strong management of other operating costs. Increasing revenue should provide additional operating leverage. In addition, less than 15% of BLCO's revenues are exposed to branded pharmaceuticals pricing issues in the U.S. Consistently Positive FCF: Advancing sales, improving margins, solid working capital management and moderate capex requirements should support consistently positive and increasing FCF. Fitch does not expect that BLCO will pay dividends or engage in share repurchases during the near term. Capital deployment will focus on internal investment, external collaborations and targeted acquisitions. For a leading global eye health company, Fitch believes BLCO has relatively minimal contingent liability risk regarding product liability, intellectual property and other regulatory issues. As such, Fitch forecasts BLCO's leverage (total debt/EBITDA) to decline over the forecast period to below 2.5x, primarily through EBITDA growth. The current level of balance sheet debt is generally viewed as a permanent component of the capital structure and does not include the secured debt issued as part of the BHC exchange offer at the entity above BLCO. Fitch notes the potential for this debt to be serviced by dividends from BLCO. DERIVATION SUMMARY BLCO's 'B-'/Rating Watch Evolving is based on it being a majority owned subsidiary of Bausch Health until the separation. Fitch views BLCO to be a stronger subsidiary than the weaker parent and notches BLCO's ratings by up by two from the consolidated parent's IDR. The notching is based on Fitch viewing the ringfencing to be porous due to the lack of significant restrictive investment or dividend covenants and access and control to be porous due to some overlapping Board of Directors members. Until separation, BLCO's ratings will be influenced by BHC's whose Rating Derivation is described in Fitch's release "Fitch Downgrades Bausch Health to 'RD' and Subsequently Upgrades to 'CCC' Post Distressed Exchange" dated Oct. 6, 2022. BLCO is significantly smaller than Boston Scientific Corp. (BBB/Positive), Baxter International (BBB/Negative), Becton, Dickinson & Company (BBB/Stable) and Zimmer Biomet Holdings, Inc. (BBB/Stable). BLCO also operates in consumer health and prescription pharmaceuticals, providing some additional sector diversification compared to Boston Scientific and Zimmer Biomet. It also presents a moderate degree of regulatory risk regarding drug pricing. BLCO is somewhat less diversified than Becton, Dickinson and Baxter. In addition, BLCO is solely focused on eye health, while all of its peers address a number of disease markets, with Zimmer Biomet also being somewhat less diversified than the others. Zimmer Biomet and Becton, Dickinson have a similar financial profile to BLCO, and Fitch expects the company to maintain gross debt/EBITDA between 2.5x-3.0x. Parent-Subsidiary Linkage The approach taken is a weak parent (BHC)/strong subsidiary (BLCO). Using Fitch's PSL criteria, Fitch concludes there is porous ring fencing and porous access & control. As such, Fitch rates the parent and subsidiary at the consolidated level while notching the subsidiary's rating two notches above BHC's IDR. KEY ASSUMPTIONS - Mid- to high-single-digit organic revenue growth driven by the uptake of new product commercialization moderately offset by increased competitive pressure for some established products; - Annual FCF generation greater than $400 million during the forecast period with moderately improving operating EBITDA margins; - Dividends are not included in the forecast, but if instituted would decrease FCF by the same amount as Fitch defines as CFFO-capex-dividends; - Cash deployment prioritized for tuck-in acquisitions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch viewing BLCO on a standalone basis; - An upgrade at BHC. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Evidence of factors related to ring-fencing and access and control that would lead Fitch to rate BLCO on a consolidated basis with BHC or with one notch uplift rather than two notches; - A downgrade at BHC. LIQUIDITY AND DEBT STRUCTURE BLCO Liquidity: Fitch expects BLCO will have sufficient liquidity in the near term with an undrawn $500 million, five-year secured revolving credit facility and no near-term debt maturities given a $2.5 billion secured five-year term loan. The company has mandatory annual amortization on its term loan of $25 million. At June 30, 2022, the company had $437 million of cash on hand. Recovery and Notching Assumptions The recovery analysis assumes that BLCO would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch estimates a going concern enterprise value (EV) of $3.5 billion for BLCO and assumes that administrative claims consume 10% of this value in the recovery analysis. The going concern EV is based upon estimates of post-reorganization EBITDA and the assignment of an EBITDA multiple. Fitch's estimate of BLCO's going concern EBITDA of $500 million is roughly 38% lower than the FYE 2021 EBITDA. The assumed going concern EBITDA reflects a scenario where the pandemic continues to weigh on certain business segments during the intermediate term and the company experiences some shortfalls in commercializing the R&D pipeline, thereby resulting in a restructuring or default. Fitch assumes a recovery EV/EBITDA multiple of 7.0x for BLCO. This is generally in-line with the 6.0x-7.0x Fitch typically assigns to medical device/specialty pharmaceutical manufacturers. Fitch applies a waterfall analysis to the going concern EV based on the relative claims of the debt in the capital structure, and assumes that the company would fully draw the revolvers in a bankruptcy scenario. The senior secured credit facility, including the term loans and revolver have outstanding recovery prospects in a reorganization scenario and are rated 'BB-'/'RR1'/Rating Watch Evolving. ESG CONSIDERATIONS Bausch + Lomb Corporation has an ESG Relevance Score of '4' for Exposure to Social Impacts due to pressure to contain health care spending growth; highly sensitive political environment, and social pressure to contain costs or restrict pricing, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. It is worth noting that pharmaceuticals account for less than 15% of the firm's total sales. 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Bausch + Lomb Corporation LT IDR B- Downgrade B+ LT IDR B+ Rating Watch B+ Maintained senior secured LT BB+ Rating Watch RR1 BB+ Maintained senior secured LT BB- Downgrade RR1 BB+ BAUSCH HEALTH: Fitch Hikes IDR to 'CCC' Post-Distressed Exchange ---------------------------------------------------------------- Fitch Ratings has downgraded Bausch Health Companies' (BHC) and Bausch Health America's (BHA) (collectively herein: Bausch Health) IDRs to 'RD' from 'C' and has upgraded the IDRs to 'CCC' post the distressed exchange. The two-step rating actions reflect Fitch's recording of the Restricted Default related to the distressed debt exchange and subsequent re-rating of the post exchange capital structure. Bausch Health's 'CCC' IDRs reflect Fitch's view that there is substantial credit risk and default is a real possibility despite the debt reduction achieved in the exchange and the lack of debt maturities until late 2025. A material portion of cashflows derived from XIFAXAN are at-risk and default and refinancing risk would increase further should Bausch Health advance its separation of Bausch + Lomb (BLCO) and/or before a favorable resolution of XIFAXAN. In addition, Fitch has taken the following ratings on Bausch Health's debt instruments: affirmed BHC's and BHA's unsecured debt ratings at 'C'/'RR5' and subsequently upgraded them to 'CC'/'RR6'; downgraded BHC's and BHA's secured first-lien debt to 'B'/'RR1' after maintaining the RWN on them when at 'BB-'/'RR1'; assigned a 'B'/'RR1' rating to BHC's newly issued first-lien notes; and assigned a 'B-'/'RR2'/Negative Watch rating to BHC's newly issued second-lien debt. The Rating Watch Negative on the second-lien debt reflects the risk of further downgrades in the event Bausch Health advances its separation of BLCO related specifically to lower recovery prospects in the event of default and independent of any related rating actions on the IDRs should that event occur. Resolution of the watch may occur more than six months in the future. KEY RATING DRIVERS Distressed Debt Exchange Complete: The rating actions followed BHC's completion of a DDE with BHC's and BHA's senior unsecured issuances. BHC issued $1.77 billion of first-lien notes; $352 million of second-lien notes and $999 million of first-lien notes out of its unrestricted subsidiary, 1375209 B.C. LTD. (herein: Intermediate Holdco). The net proceeds of the issuance were used to exchange its unsecured notes maturing in 2025 through 2031 and reduced the face value of debt by $2.5 billion. Fitch viewed this transaction as a DDE, as there was a material reduction in the original terms for these unsecured issuances and there is a likelihood for a significant deterioration in credit quality on a forward-looking basis, assuming BHC is unsuccessful at defending XIFAXAN patents that are currently being challenged and the potential separation of BLCO. Material Cashflows At-Risk: A U.S. District court invalidated the patents regarding U.S. patents protecting the composition and use of XIFAXAN for the treatment of IBS-D. The court also held that U.S. patents protecting the composition and use of XIFAXAN for the treatment of hepatic encephalopathy (HE) recurrence are valid. BHC will appeal the court's anticipated final order, and the FDA may require an in vivo bioequivalency study before approving generic version of XIFAXAN. As such, a generic entrant for the IBS-D indication may be delayed for a time. Nevertheless, the order places revenues and profitability of XIFAXAN at risk, earlier than expected in 2028. If Bausch Health proceeds with the separation of BLCO, the XIFAXAN patent risk is amplified. 'CCC' IDRs Reflect Potential Operating/Financial Stress: The possibility of losing a significant portion of its profitable product, XIFAXAN, poses significant headwinds to the company's operating and financial performance. Cash generation would be meaningfully stressed, hampering the company's ability to fund growth initiatives and leverage would likely rise to high-single digits, at which point refinancing risk would be significant. The timing of a generic entrant remains unclear, as it depends on the outcome of future litigation and the FDA regulatory approval process. Since 2016, the company significantly reduced the absolute level of Fitch-calculated debt outstanding since with a combination of internally generated cash flow and proceeds from asset divestitures. However, that initiative is at risk. BLCO Separation Underway: There are limited synergies between Bausch Health 's eye care business and the branded pharma business. However, the potential loss of BLCO's operating and financial stability creates significant risk to BHC's credit profile. BHC already executed an 11% IPO of BLCO in 1H22 and later moved 39% of its interest into an unrestricted subsidiary. The distressed debt exchange may satisfy some of the requirements needed to distribute the remaining interests through an in-kind transaction. Barring a sale of these interests, which is not expected, there would be no proceeds from such transactions and therefore no potential debt reduction to offset the loss of diversification and cashflows. Coronavirus Headwinds: The pandemic adversely affected Bausch Health's operating performance during 2020, particularly in the second quarter. The company's Ortho Dermatologics, Dentistry and Global Surgical businesses, which account for roughly 13% of revenues have been hit the hardest. The company adjusted its operations to mitigate some of challenges, including manufacturing and marketing. While Fitch believes the industry is more prepared with protocols, vaccines and therapeutics, some uncertain related to the evolution of the virus remain. Reliance on New Products: The stabilization of Bausch Health's operating profile relies on an increased focus on developing an internal research and development pipeline, which Fitch believes is constructive for the company's credit profile over the long term. This strategy is not without risk since Bausch Health needs to ramp up the utilization of recently-approved products through successful commercialization efforts. These products include Siliq (for the treatment of moderate-to-severe plaque psoriasis, although with safety restrictions), Bryhali (plaque psoriasis), Lumify (red eye) and Vyzulta (glaucoma). The latter two will move with BLCO post spin. BHC also has a phase II pipeline candidate for the treatment of ulcerative colitis, two candidates to treat acne and a number of products that it will incorporate into its International business as greenfield geographic expansion opportunities. DERIVATION SUMMARY Bausch Health is significantly larger and more diversified than specialty pharmaceutical industry peers Mallinckrodt plc and Endo International plc. While all three manufacture and market specialty pharmaceuticals and have maturing pharmaceutical products, Bausch Health's BLCO business meaningfully decreases business concentration risk relative to Mallinckrodt and Endo. BLCO offers operational diversification in terms of geographies and payers. However, the proposed complete separation of BLCO will narrow the company's focus. BHC's rating also reflects gross debt leverage that is higher than peers. But unlike its peers, BHC does not face contingent liabilities related to the opioid epidemic. However, the company does face significant patent expiry risk, which is amplified by the proposed spinoff of BLCO. Bausch Health accumulated a significant amount of debt through numerous acquisitions. In addition, BHC had a number of missteps in the integration process and other operational issues. Management has focused on reducing leverage by applying operating cash flow and divestiture proceeds to debt reduction and returning the business to organic growth through internal product development efforts. Parent-Subsidiary Linkage The approach taken is a weak parent (BHC)/strong subsidiary (BHA). Using its Parent and Subsidiary Linkage Rating Criteria, Fitch concludes there is open ring fencing and access & control. As such, Fitch rates the parent and subsidiary at the consolidated level with no notching between the two. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Bausch Health: - EBITDA of $2.3 billion-$2.4 billion should BLCO be spun off and significantly lower if XIFAXAN patent defense does not prevail; - No material acquisitions, dividends or share repurchases. - BHC can generate meaningful FCF prior to a potential BLCO separation and potentially flat to negative if XIFAXAN patent defense does not prevail and BLCO is separated. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Favorable resolution of XIFAXAN patent litigation; - BHC chooses not to spin off BLCO before a favorable resolution of XIFAXAN patent litigation. Factors that could, individually or collectively, lead to negative rating action/downgrade: - BHC completes the spin-off of BLCO prior to a favorable resolution of XIFAXAN patent litigation; - Significant and durable deterioration of FCF generation. LIQUIDITY AND DEBT STRUCTURE BHC Liquidity: BHC had adequate near-term liquidity at June 30, 2022 including restricted and unrestricted cash on hand of $1.9 billion of which $1.2 billion of the restricted cash will be used to fund the pending settlement with the U.S. securities litigation. The company's amended credit facility includes a $975 million revolver that matures in 2027. At June 30, 2022, the company had $425 borrowings on this facility. The company's most recent refinancing activities have satisfied debt maturities through 2024. Debt Instrument Notching & Recovery Assumptions: The recovery analysis assumes that Bausch Health would be considered a going concern (GC) in bankruptcy and that the company would be reorganized rather than liquidated. Fitch estimates a standalone reorganized EV for Bausch Health of $10.5 billion and then adds an assumed $1.3 billion to reflect a portion of its interests in BLCO's equity post BLCO fully drawing down on its revolver, resulting in $11.8 billion of EV available for claimants. Fitch assumes that administrative claims consume 10% of this value in the recovery analysis. Fitch's estimate of BHC's GC EBITDA, excluding BLCO, is $1.5 billion reflecting a scenario where XIFAXAN loses significant market share and the company experiences some shortfalls in commercializing the R&D pipeline. This is a change in the assumption from Fitch's previous review ($1.7 billion) and reflects Fitch assuming a more precipitous decline in operating cashflows. Fitch assumes a recovery EV/EBITDA multiple of 7.0x for Bausch Health. This is at the higher end of the 6.0x-7.0x Fitch typically assigns to specialty pharmaceutical manufacturers reflecting it being more diversified than many of its peers. In estimating the value that BLCO contributes to the recovery for Bausch Health's lenders, Fitch assumes equity in BLCO is worth approximately $2.6 billion assuming a fully drawn revolving credit facility. Fitch further assumes that the lenders at BHC and BHA only benefit from the 50.1% interest in BLCO and that the remaining interests held by Intermediate Holdco provide no value. Fitch applies a waterfall analysis to the going concern EV based on the relative claims of the debt in the capital structure, and assumes that the company would fully draw the revolvers in a bankruptcy scenario. The senior secured credit facility, including the first-lien term loans and revolver, first-lien senior secured notes ($10.1 billion if fully drawn) are rated 'B'/'RR1', three notches above the IDR, the second lien secured notes are rated 'B-'/'RR2' and the senior unsecured notes ($6.2 billion) have poor recovery prospects and are rated 'CC'/RR6'. ISSUER PROFILE BHC is a multinational healthcare company headquartered in Laval, Quebec that develops, manufactures and markets pharmaceutical and medical products. It has significantly expanded the scope and geographic reach of its product offering since the initial merger of Bausch Health and Biovail in 2009. ESG CONSIDERATIONS Bausch Health Companies Inc. has an ESG Relevance Score of '4' for Exposure to Social Impacts due to pressure to contain healthcare spending growth; highly sensitive political environment, and social pressure to contain costs or restrict pricing which has a negative impact on the credit profile, and is relevant to the rating 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 Prior ---- ------ -------- ----- Bausch Health Americas, Inc. LT IDR RD Downgrade C LT IDR CCC Upgrade RD senior secured LT B Downgrade RR1 BB- senior secured LT BB- Rating Watch RR1 BB- Maintained senior unsecured LT CC Upgrade RR6 C senior unsecured LT C Affirmed RR5 C Bausch Health Companies Inc. LT IDR RD Downgrade C LT IDR CCC Upgrade RD senior secured LT B New Rating RR1 senior secured LT B Downgrade RR1 BB- senior secured LT BB- Rating Watch RR1 BB- Maintained Senior Secured 2nd Lien LT B- New Rating RR2 senior unsecured LT CC Upgrade RR6 C senior unsecured LT C Affirmed RR5 C BLUEPRINT INVESTMENT: Amends Unsecured Claims Pay Details --------------------------------------------------------- Blueprint Investment Fund, LLC, submitted an Amended Disclosure Statement in support of Chapter 11 Plan of Reorganization dated October 11, 2022. The Plan provides for 100% of the Allowed Claims of the Debtor. The Plan will be effectuated by the development and financing of the Property. It is anticipated that the development and financing will pay the Allowed Secured Claims of the Debtor within 30 days of the Effective Date, the majority of which have already been paid in full and released. The remaining class of creditors after that time will be the general unsecured creditors and superpriority secured claim of DIP Lender. There are only three remaining creditors in this case, one is secured and two are unsecured and related. Debtor reserves all rights to timely dispute the unsecured claims as set forth herein. If these claims are Allowed then that amount will be paid from funds held in Debtor's DIP account, or substantial equivalent. On June 3, 2020, the Court entered its Order Approving the DIP Loan and the Term Loan Credit Agreement ("DIP Agreement") between Debtor and Legalist DIP GP, LLC ("DIP Lender"). Pursuant to the terms of the DIP Agreement, DIP Lender disbursed $2,500,00.00 on or about June 21, 2022 (the "Initial Distribution"). Debtor will receive an additional $2.5 million pursuant to certain milestones identified in the DIP Agreement. After the Court's order entered approving the DIP Loan, DIP Lender continued to conduct its due diligence and readjusted the total amount of the DIP Loan from $7.5 million to $5 million. Pursuant to the adjusted DIP Loan Debtor must meet its milestones and either refinance and/or sell the Property within 19 months. This timeline may fluctuate some based on the discretion of the Debtor and DIP Lender and is subject to Debtor's ability to meet selected milestones. Afterwards, Debtor may require additional time to wind down and complete all payments under the plan. However, Debtor anticipates paying all Allowed Claims in full within 60 months, if not less. If all milestones are met as currently anticipated the proposed plan shall be completed within 19 months. However, out of an abundance of caution due to unknown future circumstances, including those customary in the construction industry, Debtor proposes a 60-month plan. Debtor's estimated administrative expenses include professional fees any fees owed to the U.S. Trustee's office. The Budget provides for payment for professional expenses. However, such professional expenses shall be paid subject to the Debtor's financial ability and disbursement from the DIP Lender when select milestones are met. Debtor shall pay all post-confirmation quarterly reports and pay post-confirmation quarterly fees in accordance with the plan and in compliance the Ch. 11 operating requirements. Class 4 shall be comprised of holders of Allowed General Unsecured Claims. Class 4 is not impaired under the Plan. Class 4 shall receive payment in full for any allowed amounts over the term of the Plan. Contemporaneously herewith Debtor has filed an Amended Schedule E listing additional debts owed to Debtor's principal Joseph Libkey Jr. for certain administrative expenses and pre petition debts. Such amounts have been paid in full in accordance with the DIP Loan and Order. The three remaining holders of Class 4 Claims including the following: (1) Mulliken Weiner Berg & Jolivet P.C. at Claim No. 2; and (2) Rocky Mountain Group at Claim No 3. Provided, however, that holders of Class 4 Claims holding a Disputed Claim as of the Effective Date shall not share in the monthly distribution unless and until the claim is Allowed. The estimated payout for Class 4 Allowed Claims is 100%. Any Allowed Claims shall be paid within six months of entry of a non-appealable order resolving the disputed claim or if no court order is necessary then 6 months from the date the parties reach a fully executed agreement. Payments and distributions under the Plan will be funded by Debtor's financing and net revenue, and any cash remaining in the Debtor's Debtor-in-possession account after paying administrative claims. A full-text copy of the Amended Disclosure Statement dated October 11, 2022, is available at https://bit.ly/3esQztq from PacerMonitor.com at no charge. Attorney for the Debtor: Katharine S. Sender, Esq. Cohen & Cohen, P.C. 1720 S. Bellaire St; Ste 205 Cohen & Cohen, P.C. Denver, CO 80222 Telephone: (303) 933-4529 Facsimile: (866) 230-8268 Email: ksender@cohenlawyers.com About Blueprint Investment Fund Blueprint Investment Fund is a Denver-based company primarily engaged in activities related to real estate. It is the fee simple owner of a real property located at 29973 Hilltop Drive, Evergreen, Colo., having an appraised value of $4.9 million. Blueprint Investment Fund filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 22-11059) on March 30, 2022, listing $4,900,146 in assets and $1,816,387 in liabilities. Joseph Libkey Jr., managing member, signed the petition. Cohen & Cohen, P.C., led by Katharine S. Sender, Esq., serves as the Debtor's legal counsel. BOY SCOUTS: Appeals to be Briefed, Consolidated by December 2022 ---------------------------------------------------------------- Vince Sullivan of Law360 reports that a Delaware federal judge agreed to consolidate more than a dozen appeals of the Boy Scouts of America schedule that would see briefing completed before the end of 2022. As reported in the TCR, more than a dozen insurers that opposed the Chapter 11 plan of the Boy Scouts of America filed notices of appeal Sept. 21, 2022, in Delaware's bankruptcy court, with respect to the order confirming the Boy Scout's bankruptcy-exit plan. To recall, on Sept. 8, 2022, the Bankruptcy Court approved the Boy Scouts' chapter 11 plan of reorganization, establishing the overall framework for a survivor trust that will evaluate and pay claims. Plan approval comes more than two and half years after the case was filed and after parties agreed to a sex abuse victims fund of around $2.7 billion for 82,000 adults who allege they were sexually abused in their youth as scouts. Insurers that did not join the settlements and are appealing approval of the Plan are: * National Union Fire Insurance Company of Pittsburgh, Pa., Lexington Insurance Company, Landmark Insurance Company, and The Insurance Company of the State of Pennsylvania; * Travelers Casualty and Surety Company, Inc. (f/k/a Aetna Casualty & Surety Company), St. Paul Surplus Lines Insurance Company and Gulf Insurance Company; * The Continental Insurance Company and Columbia Casualty Company; * Allianz Global Risks US Insurance Company, National Surety Corporation, and Interstate Fire & Casualty Company; * Argonaut Insurance Company and Colony Insurance Company; * Arrowood Indemnity Company; * Liberty Mutual Insurance Company; * Old Republic Insurance Company; * General Star Indemnity Company; * Indian Harbor Insurance Company, on behalf of itself and as successor in interest to Catlin Specialty Insurance Company; * Munich Reinsurance America, Inc., formerly known as American Re-Insurance Company; * Arch Insurance Company; * Great American Assurance Company f/k/a Agricultural Insurance Company, Great American E&S Insurance Company f/k/a Agricultural Excess and Surplus Insurance Company, and Great American E&S Insurance Company; * Gemini Insurance Company; and * Traders and Pacific Insurance Company, Endurance American Specialty Insurance Company, and Endurance American Insurance Company. Other parties that filed notices of appeal are: -- The Tort Claimants represented by Lujan & Wolff LLP -- Archbishop of AgaÃ±a, a Corporation Sole -- Claimants represented by Dumas & Vaughn, LLC About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BROOKFIELD WEC: Proposed Interest Sale No Impact on Moody's B2 CFR ------------------------------------------------------------------ Moody's Investors Service said that the announced sale of Brookfield WEC Holdings Inc. ("Westinghouse") by Brookfield Business Partners to a JV between Brookfield Renewable Partners and Cameco Corporation will have no impact on its rating, including the B2 corporate family rating and stable outlook. On October 11, 2022, Brookfield Business Partners announced the sale of their 100% ownership interest in Westinghouse to a JV that will be owned 51%/49% by Brookfield Renewable Partners – which is an owner and operator of renewable energy assets globally – and Cameco Corporation – which is a large miner and supplier of uranium used by the nuclear power industry – for $7.9 billion, including the assumption of debt. The transaction is expected to close in the second half of 2023, subject to regulatory approvals and other customary closing conditions. The acquirers of Westinghouse have indicated that they anticipate no changes to the existing capital structure and the company's leverage profile. They expect to be long-term holders of this investment, and will implement a distribution policy that supports both organic and inorganic growth of the business. As such, Moody's sees this ownership change as credit-neutral in the near-term. Westinghouse's B2 corporate family rating reflects its solid market position and geographic diversity as a supplier and servicer of nuclear reactors around the world. It also incorporates its strong technical capabilities and high barriers to entry since it delivers mission critical products and services to mostly blue-chip customers in the nuclear power sector under long term contracts with high renewal rates. However, the company's profile is constrained by elevated financial leverage, somewhat modest interest coverage, aggressive dividend policy, lack of end market diversity and limited growth opportunities due to limited nuclear power plant development and the ongoing decommissioning of existing power plants, albeit the latter appears to be slowing as a result of the Russia-Ukraine invasion and the renewed emphasis by certain countries towards energy independence. Additionally, M&A risk has emerged in the credit as evidenced by transactions over the last two years. Brookfield WEC Holdings Inc., headquartered in Cranberry Township, PA provides engineering, maintenance and repair services as well as highly-engineered parts and consumables to the global nuclear power sector. The company provides engineering support to nuclear plant operators, designs and manufactures fuel for nuclear reactors, provides maintenance services during required and planned outages, manufactures specialized components and parts, and provides decontamination, decommissioning, remediation and waste management services for nuclear power plants. The company generated revenues of about $3.3 billion during the twelve months ended June 30, 2022. BWX TECHNOLOGIES: Moody's Alters Outlook on 'Ba2' CFR to Stable --------------------------------------------------------------- Moody's Investors Service has affirmed the ratings of BWX Technologies, Inc. ("BWXT"), including its Ba2 Corporate Family Rating and Ba3 senior unsecured notes ratings. Concurrently, Moody's upgraded BWXT's Speculative Grade Liquidity (SGL) Rating to SGL-2 from SGL-3 and changed the outlook to stable from negative. The stabilization of the outlook and upgrade of the SGL rating primarily reflect BWXT's enhanced liquidity following the terming out of a portion of the company's revolver, as well as the extended tenor of the revolving credit facility. The actions also reflect Moody's expectation for near-term improvement in free cash flow as the company's capital expenditures will continue to diminish following a years-long investment cycle. The affirmation of the ratings reflects these factors, as well as the inherent predictability in the company's core nuclear propulsion business, extremely high barriers to entry and BWXT's sole source position in a generally growing industry. The following summarizes the rating actions: Upgrades: Issuer: BWX Technologies, Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Affirmations: Issuer: BWX Technologies, Inc. Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5) Outlook Actions: Issuer: BWX Technologies, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE BWXT's Ba2 Corporate Family Rating reflects the company's unique position as the sole source provider of nuclear propulsion systems to US Naval submarines and aircraft carriers. BWXT has a sizable backlog ($4.7 billion as of June 2022) that provides good long-term revenue visibility. BWXT is expanding its activities in its Commercial Operations segment that serves, among others, nuclear power, medical and radiopharmaceutical customers. These diversified end-markets present good growth opportunities, although BWXT's focus on new markets comes with execution risk and has necessitated significant upfront capital investments. Further, even if the company achieves success in these end-markets, the company will remain relatively modest in overall scale and highly reliant on one customer (US Navy) with revenue generated from a limited number of vessel platforms. Moody's expects BWXT to maintain relatively robust credit metrics with June 2022 debt-to-EBITDA of 3.5x. Over the next few years, Moody's anticipates meaningful improvements in BWXT's cash generation as the company transitions from an investment cycle to a cash generation cycle. BWXT made almost $1 billion in cumulative capex investments between 2019 and 2022, split roughly 50/50 between investments in naval reactors and the medical radioisotope business. In 2023 and beyond, Moody's anticipates a significant reduction in capital expenditures. This should result in FCF-to-debt in the mid-single digits in 2023 and FCF-to-debt approaching the high-single digits in 2024. The SGL-2 speculative grade liquidity rating denotes Moody's expectation of good liquidity over the next 12 months. The company reported $67 million in cash as of June 2022. Moody's expects BWXT to generate negative free cash flow of between $30 million and $50 million during 2022, primarily due to elevated capital investment levels. Moody's anticipates improved cash generation in 2023 in the face of lower capex investments, and free cash flow (before dividends) in excess of $100 million should be achievable. Roughly 60% of BWXT's reported debt is fixed and 40% is floating so the company has some exposure to rising interest rates. External liquidity is provided by a $750 million revolving credit facility (expected to expire in 2027) with availability of around $375 million (pro forma for the pending $250 million terming out of a portion of the revolver). The senior credit facilities contain two maintenance-based covenants, a net leverage ratio of 4x and an interest coverage ratio of 3x. Moody's anticipates comfortable cushions for these covenants. The stable outlook reflects Moody's expectation that free cash flow will be meaningfully positive in 2023 and the company will maintain at least good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if free cash generation does not turn meaningfully positive in 2023. Ratings could also be downgraded if debt-to-EBITDA remains above 3.5x, if there are additional unanticipated draws on the revolver or if the company undertakes sizeable share repurchases that are debt-financed. Ratings could be upgraded if the company successfully executes its growth strategy, demonstrating healthy returns on its recent investments. An upgrade would also be supported by a sustained return to strong free cash flow and improvements in liquidity. Debt-to-EBITDA sustained below 3x could also support an upgrade. BWX Technologies, Inc., headquartered in Lynchburg, VA, is a specialty manufacturer of nuclear components, primarily serving the US Navy. The company also participates in the commercial nuclear sector in Canada, as well as nuclear technology services to the government and commercial sectors. Revenue for the twelve months ended June 2022 were approximately $2.2 billion. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. BWX TECHNOLOGIES: S&P Lowers Unsecured Debt Rating to 'BB-' ----------------------------------------------------------- S&P Global Ratings lowered its rating on BWX Technologies Inc.'s unsecured debt to 'BB-', one notch below the issuer credit rating, from 'BB'. At the same time, S&P revised the recovery rating to '5' from '4', indicating its expectation for modest (10%-30%; rounded estimate: 20%) recovery in the event of a default. The rating action reflects the company's recent addition of a $250 million term loan A to its first-lien credit facility. Proceeds from the new five-year term loan will likely improve liquidity and flexibility. S&P's 'BB' issuer credit rating on BWX is unchanged. Issue Ratings--Recovery Analysis Key analytical factors -- Pro forma for the transaction, the company's capital structure comprises a $750 million secured revolver due 2027 (not rated), a $250 million term loan A due 2027 (not rated), $400 million of unsecured notes due 2028, and $400 million of unsecured notes due 2029. -- S&P has revised its recovery rating on BWX's unsecured notes to '5' (20%) from '4' (35%) due to the company issuing the new first-lien term loan. -- S&P values the company on a going-concern basis using a 5x multiple of its projected emergence EBITDA. -- Other key default assumptions include LIBOR of 2.5% and the revolver being 85% drawn. Simulated default assumptions -- Simulated year of default: 2027 -- EBITDA at emergence: $208 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $989 million -- Valuation split (obligors/nonobligors): 82%/18% -- Collateral value available to first-lien creditors: $927 million -- Total first-lien debt: $816 million --Recovery expectations: Not applicable -- Collateral value available to unsecured creditors: $174 million -- Total unsecured debt: $817 million --Recovery expectations: 10%-30% (rounded estimate: 20%) CAC MICHIGAN: Case Summary & Nine Unsecured Creditors ----------------------------------------------------- Debtor: CAC Michigan, LLC 3 Washington Avenue High Bridge, NJ 08829 Chapter 11 Petition Date: October 13, 2022 Court: United States Bankruptcy Court District of New Jersey Case No.: 22-18144 Judge: Hon. Michael B. Kaplan Debtor's Counsel: Jonathan I. Rabinowitz, Esq. RABINOWITZ, LUBETKIN & TULLY, LLC 293 Eisenhower Parkway Suite 100 Livingston, NJ 07039 Tel: 973-597-9100 Email: jrabinowitz@rltlawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Adam F. Ambielli as manager. A copy of the Debtor's list of nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/N2A3EHA/CAC_Michigan_LLC__njbke-22-18144__0001.1.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/N6BJVAA/CAC_Michigan_LLC__njbke-22-18144__0001.0.pdf?mcid=tGE4TAMA CANO HEALTH: Moody's Lowers CFR to 'Caa1', Outlook Stable --------------------------------------------------------- Moody's Investors Service downgraded the ratings of Cano Health, LLC including the Corporate Family Rating to Caa1 from B3, and the Probability of Default Rating to Caa1-PD from B3-PD. Concurrently, Moody's downgraded the ratings of Cano's First Lien Senior Secured Credit Facilities to Caa1 from B2 and the ratings of the Senior Unsecured Notes to Caa3 from Caa2. The rating outlook is stable. The Speculative Grade Liquidity Rating was lowered to SGL-4 (weak) from SGL-3 (adequate). The ratings downgrade reflects Moody's view that Cano will continue to have high leverage and is weakly positioned to absorb future unexpected operating setbacks in light of the company's weak liquidity and current trend in the company's cash burn and poor performance. Leverage is roughly 8.4x as of June 30, 2022 including the adjustment for the Medicare Risk Assessment (MRA) accounting restatement. Moody's forecasts leverage will increase to around 14x by FYE 2022 as Moody's anticipates that Cano will need to draw on the revolver to continue to fund its aggressive growth contemplated for 2022 and 2023. Additionally, Moody's expects Cano to incur higher expenses as Cano ramps up its new clinic expansions, which included a faster pace of membership growth including a larger percentage of patients with higher acuities and higher expected utilization for those new members. Governance risk considerations are material to the rating action. Governance risk factors related to financial strategy, risk management, credibility and track record are elevated because financial leverage has been persistently high following Cano's very aggressive debt-funded growth strategy that has more than doubled membership in two years and is contributing to the downgrade. Additionally, Cano has revised down its EBITDA guidance by about 15% in August 2022, only 2 months after it reiterated its EBITDA guidance the prior quarter. Moody's took the following rating actions: Downgrades: Issuer: Cano Health, LLC Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Senior Secured 1st Lien Term Loan, Downgraded to Caa1 (LGD3) from B2 (LGD3) Senior Secured 1st Lien Dealyed Draw Term Loan, Downgraded to Caa1 (LGD3) from B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Downgraded to Caa1 (LGD3) from B2 (LGD3) Senior Unsecured Notes, Downgraded to Caa3 (LGD6) from Caa2 (LGD5) Outlook Actions: Issuer: Cano Health, LLC Outlook, Remains Stable RATINGS RATIONALE The Caa1 CFR is constrained by Cano's high financial leverage, with pro forma adjusted debt to EBITDA of around 8.4x as of June 30, 2022, moderate scale, and Moody's anticipated cash burn in 2022 and 2023. Moody's anticipates that leverage will rise to roughly 14x by FYE 2022, as Cano will need to draw on the revolver to continue to fund its aggressive growth contemplated for 2022 and 2023. Further, leverage will be impacted by ongoing margin compression related to newer higher acuity patients that require more care at the onset. The CFR is constrained by significant geographic concentration in Florida. Further, Cano's high reliance on Humana for about 40% of its members reflects material customer concentration risk. Moody's expects these exposures to remain high over the next 12-18 months, but to moderate over time as Cano enters new states and expands its relationships with other Medicare Advantage plan providers. An inherent challenge within Cano's business model is that it requires the company to aggressively manage the cost of patient care and other expenses, given that it earns revenues on a capitated basis from Medicare Advantage plan providers. The company's ambitious plans for growth has resulted in new members with higher acuity, which is negatively impacting the company's profitability. The Caa1 CFR is supported by the company's rapid pace of organic growth and its focus on treating patients with Medicare Advantage health insurance plans in a cost-effective manner. Moody's expects enrollment of retirees in Medicare Advantage plans to continue outstripping that of Medicare fee-for-service plans by a wide margin. This represents a significant opportunity for good performing, value-based providers that can offer low costs to payers. The Caa1 rating on the first lien senior secured credit facilities is the same as the Caa1 CFR as it represents the preponderance of debt in Cano's capital structure. The Caa3 rating on the senior unsecured notes is two notches below the CFR, reflects their junior position in the capital structure. The outlook is stable. Moody's expects solid near-term growth of the business but with some longer-term uncertainty around the business model and Cano's ability to appropriately price risks in its new markets and for new members. While planned acquisitions will add scale and expand Cano's footprint into new geographies, there is integration risk and execution risk. Moody's lowered Cano's liquidity rating to SGL-4 reflecting Moody's expectation that Cano will need to draw on its revolver to meet its cash needs in 2022 and to continue to fund growth. Moody's anticipates that Cano will burn cash in 2022, over $150 million as Cano will continue to be aggressive in its growth prospects, compounded with negative working capital swings that will only be partially offset by the MRA adjustment. Cano has a springing maximum first lien net leverage covenant with step-downs over time, that springs at 35% utilization. The revolver is not currently being used, but Moody's expects the company to draw on the revolver but to maintain an adequate cushion. ESG considerations are material to Cano's credit profile, reflected in the Credit Impact Score of CIS–5 very highly negative (previously CIS-4, highly negative). Credit exposure to governance risk considerations is very highly negative (G-5) (previously G-4, highly negative). Governance credit risk exposures are influenced by the company's aggressive financial policies and unreliable track record of execution as the company has revised down its EBITDA guidance. Credit exposure to environmental risks considerations is highly negative (E-4) due to the company's high exposure to physical climate risk as Cano has roughly 90% concentration in Florida which makes the company susceptible to hurricanes and other extreme weather conditions. Credit exposure to social risks considerations is very highly negative (S-5). Cano is almost entirely reliant on government payors, including Medicare and Medicare Advantage, which may face longer-term budgetary pressures. As a healthcare service provider, Cano is also exposed to labor pressures and human capital constraints. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Cano's operating performance deteriorates, or if it experiences material integration related disruptions. Additionally, the ratings could be downgraded if the company's liquidity erodes or there is a higher likelihood of a distressed exchange. Further, debt-funded shareholder returns or debt-funded acquisitions could also result in a downgrade. The ratings could be upgraded if Cano achieves greater diversity by state and customer and improves its profitability and cash flow. Cano will also need to demonstrate a longer track record of effectively managing its aggressive acquisition-led growth strategy. An upgrade would also be supported by the company adopting more conservative financial policies, improved liquidity and interest coverage. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Cano Health, LLC medical centers and affiliates provide primary care health services to more than 280,000 members in Florida, Texas, California, Nevada, Illinois, New Mexico, New York, New Jersey and Puerto Rico with a focus on Medicare Advantage members. The company has 143 owned medical centers with approximately 400 employed providers, and relationships with approximately 1,000 affiliate providers. Cano's PF LTM revenue as of June 30, 2022 was approximately $2.4 billion. Cano is publicly traded on the NYSE under ticker "CANO". ITC Rumba, LLC (InTandem Capital Partners) maintains about 34% equity stake. CASH DEVELOPMENT: Seeks to Hire Windham Brannon as Accountant ------------------------------------------------------------- Cash Development, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Windham Brannon, LLC as its accountant. The firm will prepare the Debtor's tax returns and provide other accounting needs during this case. The firm's present fee rates are $175 to $610 per hour for accountants and $170 to $230 per hour for administrative staff. Windham Brannon is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Nicole Suk Windham Brannon, LLC 3630 Peachtree Road, NE Ste 600 Atlanta, GA 30326 Phone: 404-898-2000 Fax: 404-898-2010 Email: nsuk@windhambrannon.com About Cash Development Cash Development, LLC specializes in hauling, disposal, and recycling of construction demolition waste with its headquarters located at 2859 Paces Ferry Road, Suite 1150, Atlanta, GA, 30339. Cash Development sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-41007) on Aug. 26, 2022. In the petition filed by Carson Cash King, authorized representative, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Cameron M. McCord, Esq. at Jones & Walden, LLC is the Debtor's counsel. CASH ENVIRONMENTAL RESOURCES: Taps Windham Brannon as Accountant ---------------------------------------------------------------- Cash Environmental Resources, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Windham Brannon, LLC as its accountant. The firm will prepare the Debtor's tax returns and provide other accounting needs during this case. The firm's present fee rates are $175 to $610 per hour for accountants and $170 to $230 per hour for administrative staff. Windham Brannon is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Nicole Suk Windham Brannon, LLC 3630 Peachtree Road, NE Ste 600 Atlanta, GA 30326 Phone: 404-898-2000 Fax: 404-898-2010 Email: nsuk@windhambrannon.com About Cash Environmental Resources Cash Environmental Resources, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-41006) on Aug. 26, 2022. In the petition filed by Carson Cash King, authorized representative, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Cameron M. McCord, Esq. at Jones & Walden, LLC is the Debtor's counsel. CASH ENVIRONMENTAL: Taps Windham Brannon as Accountant ------------------------------------------------------ Cash Environmental Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Windham Brannon, LLC as its accountant. The firm will prepare the Debtor's tax returns and provide other accounting needs during this case. The firm's present fee rates are $175 to $610 per hour for accountants and $170 to $230 per hour for administrative staff. Windham Brannon is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Nicole Suk Windham Brannon, LLC 3630 Peachtree Road, NE Ste 600 Atlanta, GA 30326 Phone: 404-898-2000 Fax: 404-898-2010 Email: nsuk@windhambrannon.com About Cash Environmental Holdings Cash Environmental Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-41008) on Aug. 26, 2022. In the petition filed by Carson Cash King, authorized representative, the Debtor disclosed up to $50,000 in both assets and liabilities. Cameron M. McCord, Esq. at Jones & Walden, LLC is the Debtor's counsel. CDP HOLDINGS: Wins Cash Collateral Access Thru Oct 18 ----------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York authorized CDP Holdings Group, LLC and its debtor-affiliates to continue using cash collateral on an interim basis in accordance with the Third Interim Cash Collateral Order, the budget and its agreement with senior secured creditor Luminate Bank. The parties are currently working together on the form of a Bridge Order and budget that will provide for the continued use of cash collateral through the adjourn date. They expect to have the Bridge Order for consideration no later than October 18 at 5 p.m. While the Bridge Order is being finalized, the parties have agreed that the Debtor will be permitted to use cash collateral in the ordinary course, in accordance with the Third Interim Cash Collateral Order and budget through October 18. The parties also agreed to reschedule the cash collateral hearing set for October 14 to October 27 at 10:30 a.m. As previously reported by the Troubled Company Reporter, between 2016 and 2019, the Debtors entered into a number of loan transactions with Northpoint Commercial Credit, LLC and Northpoint Capital Partners LLC pursuant to which Northpoint advanced funds for acquisition of assets and for working capital to be utilized at various radiology facilities that the Debtors operated in Nassau and Queens counties, New York. Northpoint was granted a security interest in certain of the Debtors' assets, which may have included the Debtors' cash and cash equivalents. In connection therewith, Northpoint filed UCC-1 financing statements that indicated that it held those liens on the Debtors' assets. On December 6, 2020, the debtor Neighborhood Radiology Services, P.C. entered into a loan transaction with American Equity Bank n/k/a Luminate Bank, pursuant to which AEB tendered $6.75 million to NRS and was granted a "blanket lien" on all of NRS' assets. On December 14, 2020, AEB filed a UCC-1 financing statement which indicated that it held those liens on NRS' assets. AEB also asserts a lien on the NRMS assets by virtue of the filing of a UCC-1 financing statement on December 17, 2019. However, the Debtors have been unable to ascertain to what obligation this asserted lien relates. As of the Filing Date, AEB was owed approximately $7 million from NRS. The U.S. Small Business Administration holds a duly perfected subordinate security interest in all of the Debtors' respective personal property, including the proceeds thereof, by virtue of a note and security agreement, entered into in by the Debtor on or about June 2020 and the filing of UCC-1 Financing Statements evidencing such interest. As of the Filing Date, the Debtors were each indebted to the SBA in the approximate amount of $150,000. As adequate protection, the Secured Creditors were granted replacement liens in the cash collateral, to the extent the said liens were valid, perfected and enforceable as of the Filing Date and in the continuing order of priority of the liens and security interests held by the Secured Creditors without determination herein as to the nature, extent and validity of said pre-petition liens and claims, and solely to the extent Collateral Diminution occurs during the Chapter 11 case, subject to: (i) up to S100,000 for the claims of Chapter 11 professionals duly retained and to the extent awarded pursuant to sections 330 or 331 of the Bankruptcy Code or pursuant to any monthly fee order entered in the Chapter 11 case; (ii) United States Trustee fees pursuant to 28 U.S.C. Section 1930 and interest pursuant to 31 U.S.C. Section 3717; and (iii) the payment of any claim of any subsequently appointed Chapter 7 Trustee to the extent of $10,000; and (iv) estate causes of action and the proceeds of any recoveries of estate causes of action under Chapter 5 of the Bankruptcy Code. A copy of the order is available at https://bit.ly/3S5OKQO from PacerMonitor.com. About CDP Holdings Group CDP Holdings Group, LLC, and affiliate Neighborhood Radiology Management Services, LLC are management service organizations or "MSOs" that provide administrative and operational non-medical services at various diagnostic imaging locations. CDP Holdings Group and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 22-41392) on June 16, 2022. In the petition filed by Daniel DiPeitro, as sole member, CP Holdings estimated assets between $1 million and $10 million. The petition states funds will be available to Unsecured Creditors. Judge Elizabeth D. Stong oversees the case. Dawn Kirby, Esq., at Kirby Aisner & Curley LLP, is the Debtors' counsel. CM RESORT: Unsecured Creditors to Split $1.4M in Joint Plan ----------------------------------------------------------- MAR Living Trust (the "Plan Proponent") submitted a First Amended Joint Disclosure Statement for First Amended Joint Plan of Reorganization dated October 11, 2022. The MAR Living Trust is a creditor and 100% equity owner of all the Debtors. In 2011, Suzann Ruff initiated litigation against Michael Ruff for alleged breaches of fiduciary duty in the probate court of Dallas County, Texas. The arbitration award was later incorporated into a judgment entered in 2018 by the Dallas County probate court ("State Court Judgment"). The Bankruptcy Court disagreed and ruled against Suzann. Suzann filed a motion to alter or amend the Judgment. On September 26, 2022, the Bankruptcy Court entered an Amended Final Judgment in which all relief requested by Suzann, including her claim that the Debtors and all their Assets were subject to a constructive trust in her favor, was denied. Suzann's claims in this case are based entirely on her constructive trust argument; therefore, the consequence of Amended Final Judgment is that Suzann has no claim. Because Suzann is not a creditor or party-in-interest in these cases she is not entitled to vote on the Plan and has no standing to object to the Disclosure Statement. The Plan is a joint plan of reorganization filed by the Plan Proponent to provide for the reorganization of all the Debtors. On the Effective Date of the Plan, the current Equity Interests in the Debtors will be cancelled and the Debtors will issue new 100% membership interests in each of the Reorganized Debtors to CM Capital Group, LLC ("CM Capital"), a new entity funded by Texas Land Venture 12, LLC ("TLV"), a third-party investor. TLV will contribute new capital funds of $3,525,000.00 to CM Capital (the "TLV Capital Contribution"), which will contribute the funds to the Reorganized Debtors for purposes of making the payments under the Plan. On the Effective Date the Reorganized Debtors will make all Plan payments in full. Under the Plan, on the Effective Date the Reorganized Debtors will pay the "Break Up Fee" (estimated to be $90,000.00) identified in the Chapter 11 Trustee's Motion for Authority to Sell Property Free and Clear of Liens, Claims, and Encumbrances and Notice of Solicitation of Additional Cash Bids: 1,854.349 acres located off of Farm to Market Road 2692, Gordon, Palo Pinto County, Texas filed on September 15, 2022 (the "Sale Motion"). The Plan will pay 100% of Allowed Administrative Expenses and Allowed Secured Claims on the Effective Date of the Plan. Also on the Effective Date, Non-Insider Unsecured Claimants will receive a Pro-Rata share of all funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, the Allowed Administrative Expenses and Allowed Secured Claims (estimated to be approximately 86% of scheduled Non-Insider Unsecured Claims). Insider Claims will receive nothing under the Plan and all current Equity Interests will be cancelled. Class CM Resort 3 Allowed Unsecured Claims Other than Class 4 Claims. These Claimants shall each receive on the Effective Date their pro rata share (up to 100% of each Allowed Claim) of the pool of funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. This shall be a single pool of funds to be shared by all nonduplicative Allowed Unsecured non Insider Claims in all the Cases. The amount of the recovery of each of these Claimants depends on the collective amount of the Allowed Claims as compared to the total funds remaining after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. These Claims are Impaired and the Claimants in this Class are entitled to vote to accept or reject the Plan. Class CM Mgt. 1 Allowed Unsecured Claims Other Than Class 2 Claims. These Claimants shall each receive on the Effective Date their pro rata share (up to 100% of each Allowed Claim) of the pool of funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. This shall be a single pool of funds to be shared by all nonduplicative Allowed Unsecured non Insider Claims in all the Cases. The amount of the recovery of each of these Claimants depends on the collective amount of the Allowed Claims as compared to the total funds remaining after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. These Claims are Impaired. Class DD Ptrs. 1 Allowed Unsecured Claims Other Than Class 2 Claims. These Claimants shall each receive on the Effective Date their pro rata share (up to 100% of each Allowed Claim) of the pool of funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. This shall be a single pool of funds to be shared by all nonduplicative Allowed Unsecured non Insider Claims in all the Cases. The amount of the recovery of each of these Claimants depends on the collective amount of the Allowed Claims as compared to the total funds remaining after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. These Claims are Impaired. Class DD Comm. 1 Allowed Unsecured Claims Other Than Class 2 Claims. These Claimants shall each receive on the Effective Date their pro rata share (up to 100% of each Allowed Claim) of the pool of funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. This shall be a single pool of funds to be shared by all nonduplicative Allowed Unsecured non Insider Claims in all the Cases. The amount of the recovery of each of these Claimants depends on the collective amount of the Allowed Claims as compared to the total funds remaining after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. These Claims are Impaired. Class Specfac 3 Allowed Unsecured Claims Other than Class 4 Claims. These Claimants shall each receive on the Effective Date their pro rata share (up to 100% of each Allowed Claim) of the pool of funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. This shall be a single pool of funds to be shared by all nonduplicative Allowed Unsecured non Insider Claims in all the Cases. The amount of the recovery of each of these Claimants depends on the collective amount of the Allowed Claims as compared to the total funds remaining after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. These Claims are Impaired. Class Sun. Ldg. 3 Allowed Unsecured Claims Other than Class 4 Claims. These Claimants shall each receive on the Effective Date their pro rata share (up to 100% of each Allowed Claim) of the pool of funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. This shall be a single pool of funds to be shared by all nonduplicative Allowed Unsecured non Insider Claims in all the Cases. The amount of the recovery of each of these Claimants depends on the collective amount of the Allowed Claims as compared to the total funds remaining after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. These Claims are Impaired. Class Sun. Club 1 Allowed Unsecured Claims Other Than Class 2 Claims. These Claimants shall each receive on the Effective Date their pro rata share (up to 100% of each Allowed Claim) of the pool of funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. This shall be a single pool of funds to be shared by all nonduplicative Allowed Unsecured non Insider Claims in all the Cases. The amount of the recovery of each of these Claimants depends on the collective amount of the Allowed Claims as compared to the total funds remaining after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. These Claims are Impaired. Class Sun. Ptrs. 1 Allowed Unsecured Claims Other Than Class 2 Claims. These Claimants shall each receive on the Effective Date their pro rata share (up to 100% of each Allowed Claim) of the pool of funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. This shall be a single pool of funds to be shared by all nonduplicative Allowed Unsecured non Insider Claims in all the Cases. The amount of the recovery of each of these Claimants depends on the collective amount of the Allowed Claims as compared to the total funds remaining after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. These Claims are Impaired. Class Sun. Res. 1 Allowed Unsecured Claims Other Than Class 2 Claims. These Claimants shall each receive on the Effective Date their pro rata share (up to 100% of each Allowed Claim) of the pool of funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. This shall be a single pool of funds to be shared by all nonduplicative Allowed Unsecured non Insider Claims in all the Cases. The amount of the recovery of each of these Claimants depends on the collective amount of the Allowed Claims as compared to the total funds remaining after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. These Claims are Impaired. Class Icarus 1 Allowed Unsecured Claims Other Than Class 2 Claims. These Claimants shall each receive on the Effective Date their pro rata share (up to 100% of each Allowed Claim) of the pool of funds remaining from the TLV Capital Contribution after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. This shall be a single pool of funds to be shared by all nonduplicative Allowed Unsecured non-Insider Claims in all the Cases. The amount of the recovery of each of these Claimants depends on the collective amount of the Allowed Claims as compared to the total funds remaining after payment of the Break Up Fee, Allowed Administrative Expenses and Allowed Secured Claims in full. These Claims are Impaired. The Plan is a joint plan of reorganization. The Debtors shall continue their businesses after the Confirmation Date. The Plan will be fully consummated upon the payment of all Administrative Expenses and Allowed Claims on the Effective Date of the Plan. On the Effective Date CM Capital will contribute $3,525,000.00 to the Debtors, funded by the TLV Capital Contribution to CM Capital, to be divided among the Debtors. In exchange, CM Capital will receive 100% of the new equity interests in the Debtors. Current equity interests will be cancelled. The Reorganized Debtors will use the new capital to pay the Break Up Fee, Allowed Administrative Expense Claims and classified Claims as provided under the Plan. The Plan Proponent estimates that the total pool of funds available for non-Insider Allowed Unsecured Claims after payment in full of the Break Up Fee, Allowed Administrative Expense Claims and Allowed Secured Claims will be $1,402,632.00, which would result in a recovery of approximately 86% to these Claimants. This percentage may change depending on possible claim duplications and adjustments. A full-text copy of the First Amended Joint Disclosure Statement dated October 11, 2022, is available at https://bit.ly/3yH9ozI from PacerMonitor.com at no charge. Attorneys for the Plan Proponent: Joyce W. Lindauer State Bar No. 21555700 1412 Main St. Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About CM Resort Based in Gordon, Texas, CM Resort LLC, a single asset real estate, filed a voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-43168) on Aug. 15, 2018. The case is jointly administered with the Chapter 11 cases filed by CM Resort Management LLC and nine other companies. Case No. 18-43168 is the lead case. In the petition signed by Mark Ruff, member and authorized agent, CM Resort estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Russell F. Nelms presides over the case. Gerrit M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C., is CM Resort's legal counsel. John Dee Spicer was appointed as Chapter 11 trustee. The trustee is represented by Cavazos Hendricks Poirot, P.C. COASTAL LANDFILL: Seeks to Hire Windham Brannon as Accountant ------------------------------------------------------------- Coastal Landfill Disposal of Florida, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Windham Brannon, LLC as its accountant. The firm will prepare the Debtor's tax returns and provide other accounting needs during this case. The firm's present fee rates are $175 to $610 per hour for accountants and $170 to $230 per hour for administrative staff. Windham Brannon is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Nicole Suk Windham Brannon, LLC 3630 Peachtree Road, NE Ste 600 Atlanta, GA 30326 Phone: 404-898-2000 Fax: 404-898-2010 Email: nsuk@windhambrannon.com About Coastal Landfill Disposal of Florida Coastal Landfill Disposal of Florida, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-41009) on Aug. 26, 2022. In the petition filed by Carson Cash King, authorized representative, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Cameron M. McCord, Esq. at Jones & Walden, LLC is the Debtor's counsel. COMMUNITY ECO: Unsecureds to Recover 22.5% in Liquidating Plan -------------------------------------------------------------- Community Eco Power, LLC, et al., and the Official Committee of Unsecured Creditors ("Plan Proponents") submitted a First Amended Disclosure Statement with respect to the Joint Plan of Liquidation dated October 13, 2022. On June 25, 2021, the Debtors each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Massachusetts (Western Division). The bankruptcy cases of the Debtors are being jointly administered, for procedural purposes only, in the Chapter 11 Cases. To address the Debtors' Cash needs and allow the Debtors to continue funding critical obligations after the Sales, the Debtors filed three motions for authority to use a limited portion of the Springfield Sale Proceeds and the Pittsfield Sale Proceeds: (i) Motion For Authority To Disburse Certain Proceeds From The Sale Of Certain Assets Of Community Eco Springfield, LLC To Pay Certain Administrative Expense Claims (the "First Proceeds Motion"); (ii) Motion For Authority To Disburse Certain Proceeds From The Sale Of Certain Assets Of Community Eco Pittsfield, LLC To Pay Certain Administrative Expense Claims (the "Second Proceeds Motion"); and (iii) Motion for Authority to Disburse Certain Proceeds from the Sale of Certain Assets of Community Eco Pittsfield, LLC and Community Eco Springfield, LLC to Pay Certain Administrative Expense Claims and for Related Relief (the "Third Proceeds Motion"). The Bankruptcy Court granted the First Proceeds Motion, in part, on May 13, 2022, which authorized CE Springfield to disburse $407,463 for certain authorized expenses. The Bankruptcy Court granted the Second Proceeds Motion on June 14, 2022, which authorized CE Pittsfield to disburse $431,705 for certain authorized expenses. The Bankruptcy Court granted, in part, the Third Proceeds Motion on August 19, 2022 and September 2, 2022, which authorized the Debtors to disburse, combined, $365,705. The Debtors have analyzed possible avoidance actions and other Causes of Action. As part of their analysis, the Debtors first eliminated potential avoidance actions against parties that received, in aggregate, less than $15,000 in the 90-day period before the Petition Date on the basis that such Causes of Action likely are not economical to pursue in light of litigation fees and costs. Next, the Debtors considered the historic business relationship with each recipient and analyzed payment and invoicing data to identify certain potential defenses to the claims. Based on these steps, the Debtors identified avoidance actions with recoveries totaling approximately $500,000. Parties may present additional defenses that further reduce the anticipated recovery. The Debtors' prosecution of avoidance actions remains in progress and will continue through confirmation, at which time all Causes of Action will be vested in the Liquidating Trust. SDI has disputed its liability for and the merits of the Creditors' Committee's Causes of Action, including any challenges to SDI's Liens or unwinding joint and several liability against the Debtors. Specifically, as set forth in the Feasibility/Liquidation Analysis, the Plan Proponents project that approximately [$3.8 million] will be available upon the Effective Date for Distribution in accordance with the Plan. Because of the amounts received in the Sales, the remaining amount of the Pittsfield Sale Proceeds is significantly greater than the amount of the Springfield Sale Proceeds. Accordingly, the deemed consolidation improves the recovery for Holders of General Unsecured Claims against CE Springfield or CE Power, and reduces the recovery for Holders of General Unsecured Claims again CE Pittsfield, compared to separate Distributions under separate plans. On the other hand, the Estates and Liquidating Trust will incur reduced administrative costs through consolidated Disbursements and Claims, as opposed to administering three separate Claims registries and multiple Distributions on account of Claims under the Plan, and deemed consolidation also eliminates the need to allocate Claims among the Debtors, either through the Plan or post-confirmation Objections to Claims. Because the Plan is a liquidating plan, the liquidation value in the hypothetical chapter 7 liquidation analysis for purposes of the best interest test is substantially similar to the estimates of the results of the chapter 11 liquidation contemplated by the Plan. The Plan contains—and seeks approval of negotiated settlements among the Debtors, the Creditors' Committee, SDI, Covanta, and ISO NE. In the event that the Plan is not confirmed, those settlements would be undone, exposing the chapter 7 estates to significant litigation, risk, and expenses, and jeopardizing the recoveries projected under the Plan, particularly for Holders of General Unsecured Claims in Class Seven. Accordingly, the Plan Proponents submit that Holders of Allowed Claims would receive less than anticipated under the Plan if the Chapter 11 Cases were converted to chapter 7 cases, and, therefore, to the extent an Impaired Class does not accept the Plan, the classification and treatment of such Claims and Interests in the Plan comply with § 1129(a)(7) of the Bankruptcy Code. Class Seven consists of Allowed General Unsecured Claims. In full and final satisfaction of the Allowed General Unsecured Claims in Class Seven, each Holder of an Allowed General Unsecured Claim in Class Seven shall receive its Pro Rata share of any beneficial interest in the Remaining Assets, including Cash remaining in the Liquidating Trust, after satisfaction of the Allowed Claims in Classes One through Six, Allowed Unclassified Claims, and the Liquidating Trust Expenses, less any Cash reserve required to winddown the Liquidating Trust as reasonably determined by the Liquidating Trustee. This Class will receive a distribution of 22.5% of their allowed claims. The Liquidating Trustee shall: (i) in accordance with Article 6.16, make the Initial Distributions to Holders of Allowed General Unsecured Claims pursuant to Class Seven; and (ii) make subsequent Distributions under Class Seven upon a schedule to be determined by the Liquidating Trustee until all Remaining Assets designated for the benefit of Holders of Allowed General Unsecured Claims in Class Seven have been disbursed in accordance with the Plan and this Class Seven. Such Claims in Class Seven are, therefore, Impaired and entitled to vote on the Plan. The Interests in Class Eight are Impaired. The Holders of Interests in Class Eight shall not receive or retain any property or interest in property on account of such Interests, such Interests shall be cancelled, extinguished, and discharged upon termination of the Liquidating Trust, and the Holder of Class Eight Interests shall take nothing under the Plan, provided, however, that all powers and authorities vested in the Interests shall be transferred to the Liquidating Trust and exercisable by the Liquidating Trustee immediately upon the Effective Date until cancelled hereunder. The Plan Proponents project that, from the Remaining Assets, the Liquidating Trust will have sufficient Cash to pay Allowed Secured Claims, Allowed Administrative Claims, (including Allowed Professional Fee Claims and U.S. Trustee Fees), Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, the settled Claims with SDI, Covanta, and ISO NE, and the Liquidating Trust Expenses, each to the extent required by the Plan. The Plan provides for the establishment of the Liquidating Trust. Upon the Effective Date, all Remaining Assets will vest in the Liquidating Trust and be administered by the Liquidating Trustee, subject to the terms and conditions in the Plan, the Confirmation Order, and the Liquidating Trust Agreement. The Plan further provides that Cynthia Dixey will be the initial Liquidating Trustee. The Plan contains settlements by and among: (i) the Debtors; (ii) the Creditors' Committee; (iii) SDI; (iv) Covanta; and (v) ISO NE. Under the Plan, the Confirmation Order will constitute approval for the Plan Proponents to enter into, and execute on, those settlements as set forth in the Plan, including under Bankruptcy Rule 9019. A full-text copy of the First Amended Disclosure Statement dated October 13, 2022, is available at https://bit.ly/3g6lUlX from PacerMonitor.com at no charge. Counsel to Debtors: D.Sam Anderson, Esq. Adam R. Prescott, Esq. BERNSTEIN SHUR SAWYER & NELSON, P.A. 100 Middle Street Portland, Maine 04101 (207)774-1200 sanderson@bernsteinshur.com aprescott@bernsteinshur.com Counsel to the Official Committee of Unsecured Creditors: Andrew C. Helman, Esq. DENTONS BINGHAM GREENEBAUM LLP One Beacon Street, Suite 25300 Boston, Massachusetts 02108 andrew.helman@dentons.com -and- April Wimberg, Esq. Gina Young, Esq. DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower, 101 S. Fifth Street Louisville, Kentucky 40202 april.wimberg@dentons.com gina.young@dentons.com About Community Eco Power Community Eco Power, LLC and affiliates, Community Eco Pittsfield, LLC and Community Eco Springfield, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-30234) on June 25, 2021. Richard Fish, president and chief executive officer, signed the petitions. At the time of the filing, Community Eco Power disclosed up to $50,000 in assets and up to $10 million in liabilities. Affiliates, Community Eco Pittsfield and Community Eco Springfield each disclosed $1 million to $10 million in both assets and liabilities. Judge Elizabeth D. Katz oversees the cases. D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith, Esq. at Bernstein, Shur, Sawyer and Nelson, PA, serve as the Debtors' attorneys. RSM US, LLP is the Debtors' accountant. CONSOLIDATED ELEVATOR: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Consolidated Elevator Company Inc. 257 W. Allen Ave. Covina, CA 91724 Chapter 11 Petition Date: October 14, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-15611 Judge: Hon. Sandra R. Klein Debtor's Counsel: Matthew D. Resnik, Esq. RHM LAW, LLP 17609 Ventura Blvd. Ste 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: matt@rhmfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David J. Sandoval as CFO. 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/7ESLCEI/Consolidated_Elevator_Company__cacbke-22-15611__0001.0.pdf?mcid=tGE4TAMA COVENANT PHYSICIAN: Moody's Lowers CFR to Caa1, Outlook Stable -------------------------------------------------------------- Moody's Investors Service has downgraded Covenant Physician Partners' Corporate Family Rating to Caa1 from B3, Probability of Default Rating to Caa1-PD from B3-PD, and ratings of the Senior Secured 2nd Lien Term Loan and Senior Secured 2nd Lien Delayed Draw Term Loan to Caa3 from Caa2. At the same time, Moody's affirmed the ratings of the First Lien revolving credit facility, the First Lien term loan, and the First Lien delayed draw term loan at B2. The rating outlook is stable. The ratings downgrade reflects Moody's expectation that leverage will remain elevated over 8x due in part to higher labor costs, elevated corporate overhead costs and a change in product mix that includes physician practices and higher expenses for infusion and retina services. Additionally, rising interest rates will result in higher interest expense and lower free cash flow, which will make Covenant more weakly positioned to absorb future operating setbacks or its ability to support its growth prospects. Governance risk considerations are material to the rating action. Covenant's leverage is elevated following acquisitions from the prior year. The company's strategy includes future transaction activity despite burning cash amidst a tougher operating environment with rising labor costs and inflation. Downgrades: Issuer: Covenant Physician Partners Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Senior Secured 2nd Lien Term Loan, Downgraded to Caa3 (LGD5) from Caa2 (LGD5) Senior Secured 2nd Lien Delayed Draw Term Loan, Downgraded to Caa3 (LGD5) from Caa2 (LGD5) Affirmations: Issuer: Covenant Physician Partners Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Senior Secured 1st Lien Delayed Draw Term Loan, Affirmed B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Covenant Physician Partners Outlook, Remains Stable RATINGS RATIONALE Covenant Physician Partners' Caa1 CFR is constrained by the company's modest size relative to larger competitors, as well as the company's high financial leverage of around 8.7x as of June 30, 2022. That said, Moody's forecasts a slow improvement in credit metrics over the next two years and expects Covenant to de-lever below 8.0x by the end of 2024. Covenant also faces risks associated with its significant concentration in colonoscopy and gastroenterology procedures. Although, Moody's notes that the concentration has declined with acquisitions on the optical platform, those transaction have also resulted in higher medical supply costs and margin reduction. The company also deploys an aggressive acquisition strategy, which is often debt funded. While there is risk associated with integrating multiple acquisitions, Covenant has invested in its systems and infrastructure that should allow it to support a larger revenue base. Moody's acknowledges that the ambulatory surgery center (ASC) industry has favorable long-term growth prospects, which Moody's views as a positive. This is because patients and payors prefer the outpatient environment (primarily due to lower cost and better outcomes) for certain specialty procedures, and patients continue to seek to avoid hospitals. Moody's believes that Covenant will maintain adequate liquidity for the next year. The company has $53 million of cash as of June 30, 2022. Moody's anticipates Covenant will generate negative cash flow for the next 12-18 months. The company's $35 million revolver is fully available as of June 30, 2022. The company has a favorable maturity profile, with the revolver expiring in July 2024 and no other maturities ahead of that. The B2 rating on the senior secured credit facilities reflect its first priority claim to asset sale proceeds in the event of a default, and the cushion provided by the junior debt. The senior secured second lien term loans is legally subordinated to the revolving credit facility and first lien term loan in the event of a default. As such, the senior secured second lien term loan is rated Caa3. The outlook is stable. Moody's expects that leverage will remain elevated but operating performance and credit metrics will slowly improve as the business stabilizes. ESG considerations are material to Covenant's ratings driven by governance risk considerations due to Covenant's aggressive financial strategy including debt funded acquisitions. Further, Covenant is owned by a private investment firm, KKR, making it more at risk to partake in shareholder friendly policies that can include debt funded dividends. Covenant faces social risks related to demographic and societal trends such as the rising concerns around the access and affordability of healthcare services. Any changes to reimbursement rates of Medicare or Medicaid directly impact revenue and profitability. Regarding responsible production, while there is no disclosed litigation or other contingencies, as a healthcare service provider, the company remains at risk of government investigations. Covenant is also exposed to labor pressures and human capital constraints as the company relies on highly specialized labor to provide its services. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Covenant's liquidity weakens or negative free cash flow is expected to be sustained. Significant challenges in integrating acquisitions could lead to downward rating pressure. A downgrade could also occur if the probability of a distressed exchange increases. The ratings could be upgraded if Covenant increases its scale and geographic diversity while effectively managing its growth. Improvement in liquidity and sustained positive free cashflow will support a ratings upgrade. Quantitatively, a debt to EBITDA approaching 7.0 times will improve the company's credit profile. Headquartered in Nashville, TN, Covenant Physician Partners is an owner and operator of 66 ASCs and physician practices across 20 states focused on colonoscopy and other gastrointestinal procedures with some ophthalmology procedures. Covenant is owned by KKR, an investment firm, and has pro forma LTM revenues of approximately $357 million as of June 30, 2022. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CUSTOM ALLOY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Custom Alloy Corporation 3 Washington Avenue High Bridge, NJ 08829 Business Description: Custom Alloy is a manufacturer of specialty metals for seamless and welded pipe fittings & forgings, predominantly for customers requiring time-critical maintenance or repair. Chapter 11 Petition Date: October 13, 2022 Court: United States Bankruptcy Court District of New Jersey Case No.: 22-18143 Judge: Hon. Michael B. Kaplan Debtor's Counsel: Jonathan I. Rabinowitz, Esq. RABINOWITZ, LUBETKIN & TULLY, LLC 293 Eisenhower Parkway Suite 100 Livingston, NJ 07039 Tel: 973-597-9100 Email: jrabinowitz@fltlawfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by Adam M. Ambielli as CEO and president. A full-text copy of the petition is available for free at PacerMonitor.com at: List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. 1742 Square Associates Ltd. $234,491 3 Washington Avenue Highbridge, NJ 08829 2. 21st Century $87,998 Machine Tools Inc. 1140 Bloomfield Ave. West Caldwell, NJ 07006 3. A&M Industrial Supply $70,099 P.O. Box 40001 Newark, NJ 07101-4000 4. AlliantGroup LP $541,337 PO Box 21874 New York, NY 10087-1874 5. Barings BDC, Inc. Junior Lien $64,085,727 300 S. Tryon Street Suite 2500 Charlotte, NC 28202 6. Bowers Truckig Inc. $155,165 P.O. Box 2428 Oroville, CA 95965-2428 7. CNC Engineering Inc. $156,666 19 Bacon Road Enfield, CT 06082 8. Constellation NewEnergy $126,484 P.O. Box 5473 Carol Stream, IL 60197-5473 9. Electralloy $338,870 PO Box 6199 Hermitage, PA 16148-0922 10. Ellwood Quality $413,723 Steels Co. Lock Box P1 Pittsburgh, PA 15253-5906 11. Equipment Depot $948,342 P.O. Box 8500-7647 Philadelphia, PA 19178-7647 12. Infor Global Solutions $171,361 Headquarters NW 7418 641 Avenue of the Americas New York, NY 10011 13. Laboratory Testing Inc. $85,773 P.O. Box 738 Souderton, PA 18964-0738 14. Myles Transportation $180,589 P.O. Box 2114 Cinnaminson, NJ 08077 15. Penn Stainless $77,408 Products Inc. P.O. Box 9001 Quakertown, PA 18951-9001 16. Prime Metals & Allowys Inc. $134,926 101 Innovation Drive Homer City, PA 15748-7433 17. Tioga Pipe Supply $314,103 Company Inc. 2450 Wheatsheaf Lane Philadelphia, PA 19137 18. Trepanning Specialties, Inc. $107,486 16201 Illinois Drive Paramount, CA 90723 19. Trimmer Road Company $310,848 412 Trimmer Road Califon, NJ 07830 20. U.S. Metals Inc. $83,278 PO Box 90520 Houston, TX 77290-0052 DAYCO PRODUCTS: Moody's Withdraws 'Caa2' CFR on Debt Repayment -------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of Dayco Products, LLC, including its Caa2 corporate family rating, Caa2-PD probability of default rating and Caa2 senior secured rating. The outlook was negative prior to the rating's withdrawal. Withdrawals: Issuer: Dayco Products, LLC Corporate Family Rating, Withdrawn, previously rated Caa2 Probability of Default Rating, Withdrawn, previously rated Caa2-PD Gtd Senior Secured Bank Credit Facility, Withdrawn, previously rated Caa2 (LGD3) Outlook Actions: Issuer: Dayco Products, LLC Outlook, Changed To Rating Withdrawn From Negative RATINGS RATIONALE This rating action follows the repayment of all the company's rated debt, including its term loan due May 2023, following the completed sale of Dayco to a new private equity firm. Consequently, Moody's has withdrawn all ratings for Dayco. Dayco Products, LLC, headquartered in Michigan, is a global manufacturer of engine technology solutions targeted at primary and accessory drive systems for the worldwide aftermarket, automotive OE and industrial end markets. Revenue for the last twelve months ended February 28, 2022 was about $912 million. DIFFENDAL-WELLIVER: Hires Sturgill & Associates as Accountant ------------------------------------------------------------- Diffendal-Welliver, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Sturgill & Associates, LLP as its accountant. The firm will be preparing the Debtor’s 2021 income tax returns. Sturgill shall be compensated at the hourly rate of between $85 and $250. Sturgill & Associates is a disinterested party as that term is defined in 11 U.S.C. Sec. 101(14), and represents or holds no interest adverse to the Estate with respect to the matters on which it is to be employed, according to court filings. The firm can be reached through: Gerald Lee Sturgill, CPA, CVA, JD Sturgill & Associates, LLP 20 Liberty Street Westminster, MD 21158-0546 Phone: (410) 848-4460 Fax: (410) 848-4204 Email: lees@sturgillcpa.com About Diffendal-Welliver Inc. Littlestown, Pa.-based Diffendal-Welliver, Inc. filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 21-01574) on July 15, 2021. At the time of the filing, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Suzanne Radcliffe, president, signed the petition. Judge Henry W. Van Eck presides the case. CGA Law Firm serves as the Debtor's legal counsel. EAGLE LEDGE: Wants More Time for Chapter 11 Plan ------------------------------------------------ Eagle Ledge Foundation, Inc. asked the U.S. Bankruptcy Court for the Eastern District of California to extend to Feb. 13 the period during which it alone can file a Chapter 11 plan and solicit acceptances from creditors. Under U.S. bankruptcy rules, companies in Chapter 11 protection have the sole right to craft and formally propose turnaround plans unless a judge strips them of that right. Eagle Ledge Foundation needs additional time to resolve certain critical issues with creditors, according to its attorney, Dennis Miller, Esq., at Lubin Olson & Niewiadomski, LLP. Eagle Ledge Foundation on Sept. 15 filed its proposed Chapter 11 reorganization plan and disclosure statement detailing how creditors will be paid. Under the plan, general unsecured creditors which, together, hold $8,844.62 in claims, will be paid 100 percent of their allowed claims. Judge Ronald Sargis will hold a hearing on Oct. 27 to consider the exclusivity motion. About Eagle Ledge Foundation Formed in 2009, Eagle Ledge Foundation, Inc. is a California not-for-profit religious corporation. It launched a loan fund focused on serving the small local church, which often lacked financing options with commercial lenders. ELF issued bond certificates to individuals who made, either directly or through their retirement accounts, contributions to ELF. Eagle Ledge Foundation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 22-90160) on May 18, 2022, with up to $10 million in both assets and liabilities. Chester L. Reid, president of Eagle Ledge Foundation, signed the petition. Judge Ronald H. Sargis oversees the case. Lubin Olson & Niewiadomski, LLP and Bush Ross, P.A. represent the Debtor as legal counsels. Jim Wren, CPA of Wren Kelly CPAs, LLP is the Debtor's accountant. ENVISION THIS!: Sunny Handicraft Wants Treatment of Cl. 4 Clarified ------------------------------------------------------------------- Creditors Sunny Handicraft (H.K.) Ltd. and Bin Teh Handicraft (Shenzhen) Co. Ltd. (together, "Sunny Handicraft"), objects to the Disclosure Statement in support of Chapter 11 Plan of Reorganization for Envision This! LLC. On June 27, 2022, Sunny Handicraft timely filed its proof of claim (the "Claim"). Sunny Handicraft is the largest creditor in this case by far. Out of about $5,538,314.55 in claims, Sunny Handicraft holds a Claim in the amount of $5,249,009.52. The Plan classifies Sunny Handicraft's Claim as Class 1 general unsecured claim. Sunny Handicraft believes the following portions of the Debtor's Disclosure Statement need to be revised or clarified to provide adequate information regarding the reorganization, and the Debtor's treatment of Sunny Handicraft and its Class 1 Claim: * The Disclosure Statement is impermissibly vague and makes conflicting statements with respect to Sunny Handicraft's Claim. If the Debtor is going to object to the claims of any of the four Class 1 unsecured creditors, including Sunny Handicraft, it should be required to do so before the Disclosure Statement is approved. * The Debtor does not specify the effect, if any, on the proposed Class 1 recovery if the Debtor doe continue to litigate its appeal against Sunny Handicraft and its claims Howard & Howard PLLC, and prevails. It does not specify whether the Debtor will be entitled to keep the benefits of any such recovery or reduction in liability, and/or whether the Class 1 recovery will change. * Section VII.C.2. provides that the Debtor can bring causes of action after the effective date, without specifying it is reserving its ability to bring causes of action against Sunny Handicraft and the other Class 1 claimants. Sunny Handicraft is entitled to know whether the Debtor has any unfiled or unidentified claims or causes of action against it before it votes on the Plan. * Debtor failed to provide adequate information in the Disclosure Statement related to Section VII.B.2. (i.e., Means for Implementation of Plan) and Exhibit A, because it has not provided sufficient information to support the projections found in Exhibit A. Among other things, it is unclear how Envision plans to increase revenue to $5 million in 2023, and further increase revenue in each of the four years thereafter. * The Debtor incorrectly states the amount of Sunny Handicraft's Claim several times by a small amount, which should be corrected before the Disclosure Statement is approved. A full-text copy of Sunny Handicraft's objection dated October 11, 2022, is available at https://bit.ly/3VuWgHK from PacerMonitor.com at no charge. Attorneys for Sunny Handicraft and Bin Teh: Thomas R. Lehman Victoria J. Wilson LEVINE KELLOGG LEHMAN SCHNEIDER + GROSSMAN LP 100 SE 2nd Street 36th Floor, Miami Tower Miami, FL 33131 Telephone: (305) 403-8788 Fax: (305) 403-8789 And Julie Johnston-Ahlen NOVACK AND MACEY LP 100 North Riverside Plaza Chicago, IL 60606 Telephone: (312) 419-6900 About Envision This! LLC Envision This! LLC -- http://www.envisionthis.com/--is an information technology service provider that provides quality software IT solutions. Envision This! LLC sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 22-13086) on April 21, 2022. In the petition signed by Robert J. Hetzler, as managing member, Envision This! LLC listed estimated total assets amounting to $727,094 and total liabilities of $5,506,373. The case is assigned to Honorable Bankruptcy JudgeLaurel M Isicoff. Chad Van Horn, of Van Horn Law Group, P.A., is the Debtor's counsel. ERICKSON INC: 5th Cir. Affirms Dismissal of Avoidance Claim ----------------------------------------------------------- In the appealed case captioned as IN THE MATTER OF: EVERGREEN HELICOPTERS INTERNATIONAL INCORPORATED Debtor. ROBERT E. OGLE, SOLELY IN HIS CAPACITY AS LITIGATION TRUSTEE FOR THE ERICKSON LITIGATION TRUST, Appellant, v. QUINN MORGAN; KENNETH LAU; UDO RIEDER; CENTRE LANE PARTNERS, L.L.C.; 10TH LANE FINANCE COMPANY, L.L.C.; 10TH LANE PARTNERS, L.P.; ZM PRIVATE EQUITY FUND I, L.P.; ZM PRIVATE EQUITY FUND II, L.P.; ZM EAC, L.L.C., Appellees, No. 20-10908, (5th Cir.), the U.S. Court of Appeals for the Fifth Circuit affirms the dismissal of the claims relating to the settlement releases and reverses in part the dismissal of the payments relating to two payments related to Erickson Air-Crane, Inc.'s acquisition of Evergreen Helicopters, Inc. (EHI) (the "Evergreen Transaction"). The Fifth Circuit finds that the lower courts erroneously concluded that Robert Ogle, in his capacity as Litigation Trustee for the Erickson Litigation Trust, was enjoined by a provision of the Delaware judgment from asserting avoidance and recovery claims challenging Erickson's $2.5 million payment to Centre Lane and $27.5 million payment to ZM Entities relating to the Evergreen Transaction. Two aspects of the challenged Delaware settlement are: First, the financial component provided for a total payment of $18.5 million consisting of (a) $2,833,747 to Erickson (20% after fees and expenses) and (b) $11,334,989 to the Erickson stockholder class (80% after fees and expenses); and second, the settlement required a full release of claims against the Defendants. As to the challenged Delaware judgment, the Court see no error in the lower courts' conclusion that Ogle failed to adequately plead actual fraud. The Complaint crucially omits any facts alleging fraud on the Delaware court to obtain its approval of the settlement. In fact, the substance of the settlement was approved by non-insiders including Erickson's independent directors and legal counsel, the third-party mediator, and the Delaware court. Hence, the Court concludes that the Delaware settlement "should not be unwound by the federal courts merely because of its unequal division of [settlement proceeds]." Regarding the two payments related to Evergreen Transaction, the Court concludes that the claims challenging the $27.5 million transfer to ZM Entities state a plausible claim of actual fraudulent transfer. Specifically, the Court points out that the Defendants obtained early repayment from Erickson on $27.5 million in debt as part of the transaction financing (a) knowing Erickson would at least be placed in severe financial difficulty, and with (b) the intent to jump the queue of creditors. Although this transfer was made in association with financing for the Evergreen Transaction, Erickson used it to satisfy debt owed to ZM Entities (which held a controlling interest in Erickson), but not as consideration for the purchase of EHI. However, with respect to Centre Lane's $2.5 million transaction fee, the Trustee's Complaint is replete with information about the work Centre Lane performed on the transaction. While the complaint alleges these efforts were deceptive, deficient, and caused Erickson real harm, it does not plausibly allege that the payment of $2.5 million for this work was part of an actually fraudulent scheme to defraud creditors. Nor does it plausibly allege constructive fraud. A full-text copy of the Order dated Oct. 7, 2022, is available at https://tinyurl.com/5bhf2nwp from Leagle.com. About Erickson Air-Crane Founded in 1971, Erickson Incorporated (otcmkts:EACIQ) -- http://www.ericksoninc.com/-- is a vertically-integrated manufacturer and operator of the powerful heavy-lift Erickson S-64 Aircrane helicopter, and is a leading global provider of aviation services. Erickson Incorporated, based in Portland, Ore., and its affiliates each filed a Chapter 11 petition (Bankr. N.D. Tex.; Erickson Incorporated, Case No. 16-34393; Evergreen Helicopters International, Inc., Case No. 16-34392; EAC Acquisition Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case No. 16-34395; Erickson Transport, Inc., Case No. 16-34396; Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned Systems, Inc., Case No. 16-34398) on Nov. 8, 2016. In its petition, Erickson estimated $942.8 million in assets and $881.5 million in liabilities. The Hon. Harlin D. Hale was the case judge. Haynes and Boone served as bankruptcy counsel to the Debtors. Kenric D. Kattner, and Kourtney P. Lyda, Esq., of the firm's Houston office and Ian T. Peck and David Lawrence Staab of the firm's Fort Worth office, headed the engagement. Imperial Capital was the investment banker to the debtors, with Christopher Shephard, co-head of the firm's Investment Banking Group and head of Capital Markets, leading the engagement. Alvarez & Marsal served as financial advisor, with managing director Steven Varner leading the engagement. Kurtzman Carson Consultants, LLC, was the Debtors' claims, noticing and balloting agent and the subscription agent in the rights offering. No statutory committee of creditors has been appointed in the case. Goldberg Kohn, Ltd., was the lead counsel for DIP revolving agent and existing first lien agent Wells Fargo Bank, and revolving lenders Deutsche Bank, Bank of the West and HSBC. Randall Klein, Principal at Goldberg and chair of the firm's Bankruptcy & Creditors' Rights Group, headed the engagement. David Weitman, a partner at K&L Gates, LLP, was the local counsel to Wells Fargo. Akin Gump Strauss Hauer & Feld LLP is representing the ad hoc group of holders of 8.25% Second Priority Senior Secured Notes due 2020. Partner Scott L. Alberino headed the engagement. Seyfarth Shaw LLP and The Law Offices of Mark A. Weisbart represented Wilmington Trust, as indenture trustee for the 8.25% notes. Edward M. Fox, a partner in the litigation department of Seyfarth Shaw, and James Brouner, attorney at the Law Offices of Mar A. Weisbart, head the engagement. Katten Muchin Rosenman LLP represented funds managed by Quinn Morgan at Centre Lane Partners. Managing partner Brian F. Antweil led the engagement. Ropes & Gray LLP represented Wilmington Savings Fund Society, FSB, the administrative agent under the proposed new second lien credit facility. Mark Somerstein, a partner at the firm, headed the engagement. * * * On March 22, 2017, the Bankruptcy Court confirmed the Debtor's Second Amended Plan of Reorganization. Erickson's restructuring will reduce the company's pre-bankruptcy debt by more than $400 million upon emergence. In order to improve its capital structure and finance its exit from bankruptcy, Erickson was able to (i) obtain a commitment for an asset-based lending facility with a borrowing capacity of up to $150 million, led by MidCap Financial Trust, (ii) reach an agreement on non-cash repayment for $69.8 million in financing obtained during the bankruptcy, and (iii) secure a backstopped $20 million rights offering. FIRST TO THE FINISH: Wins Cash Collateral Access Thru Nov 7 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Illinois authorized Michael E. Collins, the Chapter 11 Trustee for First to the Finish Kim and Mike Viano Sports Inc., to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Chapter 11 Trustee requires the use of cash collateral to minimize the disruption of the Debtor's business, operate the business in an orderly manner, maintain business relationships with vendors, suppliers, and customers, pay employees, and satisfy other operational as well as working capital needs. CNB Bank & Trust, N.A., Nike USA, Inc., and the Bank of Springfield have asserted a perfected security interest in the Debtor's bankruptcy estate. The Trustee may access cash collateral through the termination date, which is the earlier of: (i) November 7, 2022; (ii) the entry of an Order, on a "final" basis approving the Trustee's use of cash collateral; (iii) five business days after notice by any Secured Lender to the Trustee of any "Termination Event," unless within the five-business day-period the Trustee has cured the Termination Event or unless waived by that Secured Lender, (iv) the date of the dismissal of the Debtor's bankruptcy case or the conversion of the Debtor's bankruptcy case to a case under Chapter 7 of the Bankruptcy Code, (v) the date a sale of substantially all of the Estate's assets is consummated after being approved by the Court, (vi) the effective date of any confirmed chapter 11 plan. As adequate protection, the Secured Lenders will be granted access to examine the books and records of the Debtor and take an inventory of assets of the Estate. The parties will use their best efforts to coordinate on mutually available dates and times to avoid duplication and disruptions on the operations. As further adequate protection, and only to the extent of (a) the diminution of value of a Secured Lender's interest in the Prepetition Collateral occurring from the Petition Date to the Termination Date, and (b) the prepetition validity and priority of each the Secured Lender's respective security interests in the Prepetition Collateral, the Secured Lenders are granted valid and perfected, security interests in, and liens including, but not limited to, replacement liens on all of the right, title, and interest of the Estate. As further adequate protection, the Chapter 11 Trustee will take reasonable steps to preserve any and all rights of the Estate in FTTF Health Supply, LLC from the sale of personal protective equipment and related items and shall seek documentation regarding any receivables held by FTTF Health Supply, Inc. A final telephonic hearing on the matter is set for November 3 at 10 a.m. A copy of the order is available for free at https://bit.ly/3CtqIJK from PacerMonitor.com. About First to the Finish Kim and Mike Viano Sports Inc. First to the Finish Kim and Mike Viano Sports Inc. sells sporting goods, hobbies, and musical instruments. First to the Finish Kim and Mike Viano Sports filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 20-30955) on October 7, 2020. The petition was signed by Mike Viano, president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Laura K. Grandy oversees the case. The Debtor is represented by Carmody MacDonald P.C. The Chapter 11 Trustee, Michael E. Collins, is represented by Manier & Herod, P.C. CNB Bank & Trust, N.A., as secured lender, is represented by Silver Lake Group, Ltd. Nike USA, Inc., also a secured lender, is represented by A.M. Saccullo Legal, LLC. GETSWIFT INC: Hires MYC & Associates Inc. as Auctioneer ------------------------------------------------------- Getswift, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ MYC & Associates, Inc. as auctioneer. The firm will conduct a virtual auction for the sale of substantially all of the assets of the Debtors. The firm will be paid $1,500 per diem. Victor Moneypenny, a shareholder at MYC & Associates, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Victor Moneypenny MYC & Associates, Inc. 1110 South Avenue, Suite 22 Staten Island, NY 10314 Tel: (347) 273-1258 About Getswift Inc. GetSwift is a provider of last mile Software as a service (SaaS) logistics technology. GetSwift, Inc. and GetSwift Technologies Limited filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-11057) on August 2, 2022. The petitions were signed by Joel MacDonald as presdent and secretary. At the time of filing, the Debtors estimated $1 million to $10 million in both assets and liabilities. Judge Michael E. Wiles presides over the case. Janice B. Grubin, Esq. at BARCLAY DAMON LLP represents the Debtor as counsel. GREEN ENERGY: Seeks Approval to Hire Windham Brannon as Accountant ------------------------------------------------------------------ Green Energy Transport, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Windham Brannon, LLC as its accountant. The firm will prepare the Debtor's tax returns and provide other accounting needs during this case. The firm's present fee rates are $175 to $610 per hour for accountants and $170 to $230 per hour for administrative staff. Windham Brannon is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Nicole Suk Windham Brannon, LLC 3630 Peachtree Road, NE Ste 600 Atlanta, GA 30326 Phone: 404-898-2000 Fax: 404-898-2010 Email: nsuk@windhambrannon.com About Green Energy Transport Green Energy Transport LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-41010) on Aug. 26, 2022. In the petition filed by Carson Cash King, authorized representative, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Cameron M. McCord, Esq. at Jones & Walden, LLC is the Debtor's counsel. GRIDDY ENERGY: Trustee's Suit Over Switch to TXU Dismissed ---------------------------------------------------------- Bankruptcy Judge Marvin Isgur, on Oct. 6, 2022, dismissed the adversary proceeding titled IN RE: GRIDDY ENERGY LLC, Chapter 11 Debtor, RUSSELL F. NELMS, Plaintiff, v. TXU RETAIL ENERGY COMPANY LLC, Defendant, (Adversary No. 22-3025). Russel F. Nelms, as the plan administrator of Griddy Energy LLC, brought this adversary proceeding against TXU Retail Energy Company LLC seeking to avoid and recover the value of Griddy's right to do business with the customers that The Electric Reliability Council of Texas ("ERCOT") transferred to TXU. TXU moved to dismiss the complaint primarily because ERCOT's transition to TXU was not a "transfer of an interest in Griddy's property" as required by Section 548 when Griddy had no property interest in its customers. ERCOT operates and manages the Texas power grid. The Public Utility Commission of Texas ("PUCT") delegates the authority to adopt and enforce rules relating to the production and delivery of electricity to ERCOT. Under this authority, ERCOT promulgates protocols that govern the administration of the Texas electricity market. ERCOT acts as a clearinghouse between electricity generators and electricity providers in Texas. Griddy Energy LLC was a retail electric provider in the Texas electricity market. To participate in the Texas electricity market, a provider must first execute a Standard Form Market Participant Agreement ("SFA") with ERCOT. On Jan. 20, 2017, Griddy and ERCOT entered into a SFA. The SFA establishes "the terms and conditions by which ERCOT and [a market participant] discharge their respective duties and responsibilities under the ERCOT Protocols." The SFA provides that if a market participant defaults on its obligations to ERCOT, ERCOT may immediately terminate the SFA on the date notice is delivered to the market participant. On Feb. 11, 2021, a catastrophic winter storm hit Texas. To prevent the Texas electric grid from collapsing, ERCOT implemented rolling blackouts throughout the state. On Feb. 15, 2021, the PUCT instructed ERCOT to set the wholesale settlement price of electricity at the market-wide cap of $9,000/MWh. The price remained at this level for 87.5 hours. Griddy attempted to pass the $9,000/MWh rate to its customers, most of whom failed to pay. As a result, Griddy did not pay the balance of its nearly $30 million ERCOT invoice. On Feb. 22, 2021, ERCOT notified Griddy that it was in breach of the SFA for failure to pay outstanding invoices and post adequate collateral. On Feb. 26, 2021, ERCOT terminated the SFA and revoked Griddy's rights as a market participant. Following its protocols, ERCOT transitioned Griddy's 9,926 customers to various Providers of Last Resort ("POLR") between Feb. 26 and March 2, 2021. TXU accepted 2,290 of Griddy's customers. Judge Isgur sustained TXU's argument that ERCOT's termination of the SFA and revocation of Griddy's rights as a market participant immediately divested Griddy of any right to do business with customers purchasing electricity. Griddy lost its property interest in the right to do business with its customers before the mass transition occurred. The parties have agreed that on Feb. 26, 2021, ERCOT terminated the SFA with Griddy and revoked Griddy's rights as a market participant. Griddy's ability to service its customers ended at that moment. Both the ERCOT Protocols and the Texas Administrative Code sequence the mass transition of customers only after the market participant's right to serve its customers is terminated. The Court held that Griddy had no right to sell electricity to its former customers when ERCOT transitioned them to the POLRs. The right to do business with the customers would not have become property of Griddy's estate regardless of the transfers. Accordingly, the Court ruled that the adversary proceeding is dismissed. A full-text copy of the Memorandum Opinion dated Oct. 6, 2022, is available at https://tinyurl.com/5n9bjyu3 from Leagle.com. About Griddy Energy California startup Griddy Energy, LLC is a power retailer that formerly sold energy to people in the state of Texas at wholesale prices for a $9.99 monthly membership fee and had approximately 29,000 members. Griddy was a feature of Texas' unusual, deregulated system for electric power. The vast majority of Texans -- and Americans -- pay a fixed rate for electric power and get predictable monthly bills. However, Griddy works by connecting customers to the wholesale market for electricity, which can change by the minute and is more volatile, for a monthly fee of $9.99. During the winter storm in February 2021 in Texas, power generators failed and demand for heating shot up. In response, ERCOT raised the price of electricity to the legal limit of $9 per kilowatt-hour and kept it there for several days. Griddy customers who didn't lose power were hit with massive electric bills that were auto-debited from their bank accounts. State grid operator ERCOT at the end of February 2020 cut off Griddy's access to customers for unpaid bills following the Texas freeze. The Texas attorney general also said it is suing Griddy, saying it engaged in deceptive trade practices by issuing excessive bills. Griddy Energy filed a Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 21-30923) on Mar. 15, 2021. Roop Bhullar, chief financial officer, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Marvin Isgur oversees the case. The Debtor tapped Baker Botts LLP as legal counsel and Crestline Solutions, LLC and Scott PLLC as public affairs advisors. Stretto is the claims agent. On March 31, 2021, the U.S. Trustee for Region 7 appointed an official committee of unsecured creditors. The committee tapped McDermott Will & Emery, LLP as legal counsel and Province, LLC as financial advisor. H. I. D. INTERIORS: Updates Unsecured Claims; Files Amended Plan ---------------------------------------------------------------- H. I. D. Interiors, Inc., submitted a First Amended Plan of Reorganization for Small Business dated October 11, 2022. This Plan of Reorganization proposes to pay creditors of the Debtor from net proceeds of business operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 14 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $100,500.00. The final Plan payment is expected to be paid on August 15, 2027. Class 3 consists of Non-priority unsecured creditors. Each holder of a Class 3 Claim will receive its pro rata share of the Debtor's projected disposable income available after payment of senior classes, if any. At present, it appears unsecured creditors may receive approximately 14.3 cents on the dollar. The Debtor will retain its interest in property of the estate subject to provisions in the Plan. It is estimated that the following creditors shall receive the amounts set forth herein over the course of the Plan. Chase Bank $2,715.00 G10 Law $5,430.00 Westport Construction $82,355.00 Plan payments shall be funded by net income generated by the Debtor's business operations for a period of 60 months following the date the first payment is due under the Plan. Debtor's projections show funds will be available to pay creditors under the Plan in an amount that exceeds the Chapter 7 liquidation amount. All recurring payments under the Plan will be made on a quarterly basis. In the event that Debtor fails to make a payment required under the Plan and such default remains uncured for 14 days, the payee suffering the default may request that the Bankruptcy Court order the liquidation of the Debtor's remaining assets sufficient to cure such default. A full-text copy of the First Amended Plan dated October 11, 2022, is available at https://bit.ly/3ELGhPQ from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Craig E. Dywer, Esq. 8745 Aero Drive, Suite 301 San Diego, CA 92123 Tel: (858) 268-9909 Fax: (619) 582-1980 Email: craigedwyer@aol.com About H. I. D. Interiors H. I. D. Interiors Inc., doing business as H.I.D. Drywall, operates in the business services industry. It holds a Drywall license according to the California license board. H. I. D. Interiors filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 22-01228) on May 9, 2022, listing as much as $1 million in both assets and liabilities. Barbara R. Gross serves as Subchapter V trustee. Judge Margaret M. Mann oversees the case. Craig E. Dwyer, Esq., a practicing attorney in San Diego, Calif., represents the Debtor in its Chapter 11 case. HAN JOE RO: Wins Interim Cash Collateral Access ----------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized Han Joe Ro, LLC to continue using cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to continue its ongoing operations in the ordinary course of business, and avoid disruption of operations. As adequate protection for the Debtor's use of cash collateral, Satyam Tumwater LLC and the U.S. Small Business Administration are granted replacement liens in the Debtor's Postpetition Collateral. The Replacement Liens constitute valid, perfected and enforceable security interests and liens on the Postpetition Collateral of the Debtor without further filing or recording of any document or instrument or any other action, but only to the extent of cash collateral used during the term of the Interim Order and any diminution in value of prepetition collateral, and only to the extent of the enforceability of the respective Secured Lender's security interests in the prepetition collateral. To the extent set forth under section 507(b) of the Bankruptcy Code, all obligations subject to the Replacement Liens will have priority in payment over all other administrative expenses of the estate, to the extent that the Replacement Liens are insufficient to compensate the Secured Lenders for any diminution in the value of their interests as a result of the Debtor's use of cash collateral. In consideration for Satyam's agreement to the Debtor's cash collateral access during the Fourth Interim Period, the Debtor will make monthly payments of $24,822 to Satyam, on or before the 1st day of each month, commencing September 2022 until the earlier of the effective date of a confirmed chapter 11 plan of reorganization, an order dismissing the Chapter 11 Case, or any order converting the case to any other chapter under the Bankruptcy Code. The Monthly Payments will be applied to reduce any claim. The Debtor will continue to maintain insurance on its assets as the same existed as of the Petition Date, and a Secured Lender may petition the Court on full notice and hearing to increase coverage, and the Debtor reserves all rights regarding the same. The Replacement Liens will at all times be subject to a carveout for the payment of (i) allowed fees and expenses of professionals whose appointment and compensation has been approved by the Court, and (ii) fees due and owing to the Clerk of the Court and the Office of the United States Trustee pursuant to 28 U.S.C. section 1930. A final hearing on the matter is scheduled for November 10, 2022, at 9 a.m. A copy of the order and the Debtor's budget for the period from October 2 to December 25, 2022 is available at https://bit.ly/3ROs33q from PacerMonitor.com. The budget provides for total outflows, on a weekly basis, as follows: $34,192 for the week starting October 2, 2022; $58,668 for the week starting October 9, 2022; $58,853 for the week starting October 16, 2022; $32,329 for the week starting October 23, 2022; $111,966 for the week starting October 30, 2022; $35,005 for the week starting November 6, 2022; $26,471 for the week starting November 13, 2022; $72,181 for the week starting November 20, 2022; $51,538 for the week starting November 27, 2022; $34,476 for the week starting December 4, 2022; $57,742 for the week starting December 11, 2022; $29,951 for the week starting December 18, 2022; and $50,493 for the week starting December 25, 2022. About Han Joe Ro, LLC Han Joe Ro, LLC is owned and operated by Cham Joe Ro and her husband, In Kook Ro. Han Joe Ro operates two adjacent properties which share one parking lot. Until recently, both properties were operated as hotel franchises. The OYO Hotel Tumwater, located at 1600 74th Avenue SW, Tumwater, WA 98501, is a 59-room limited service hotel constructed in 1999 and situated on a 1.81-acre site. Beginning in September 2020, the OYO Hotel contracted with Thurston County for temporary use of the entire facility as a COVID-19 recovery center. That contract terminated on February 28, 2022, and the property has resumed its normal operations as the OYO Hotel. Formerly the Comfort Inn Conference Center Tumwater, the adjacent premises located at 1620 74th Avenue SW, Tumwater, WA 98501 is a 58-room hotel property with conference facilities constructed in 2001 and situated on a 2.14-acre lot. The franchise agreement with Choice Hotels was terminated at the end of February 2022. On March 1, 2022, the Leased Hotel entered into a lease with the State of Washington, Department of Health, which initially ran through the end of 2022 but was amended to run through April 30, 2027, and may be renegotiated for an additional five years. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40597) on May 12, 2022. In the petition signed by Eric Camm, chief restructuring officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mary Jo Heston oversees the case. Richard B. Keeton, Esq., at Bush Kornfeld LLP is the Debtor's counsel. HANSABEN INVESTMENTS: Court OKs Deal on Cash Collateral Access -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California entered an order authorizing Hansaben Investments, LLC to use cash collateral through March 31, 2023, in accordance with its agreement with CPIF California LLC and HDDA, LLC. The parties agreed the Debtor may spend or reserve cash collateral in the aggregate up to 10% in excess of the amounts set forth in the Budget. As adequate protection, the CPIF and HDDA will receive replacement liens, provided that the Replacement Lien will have the same validity, enforceability and priority as it had prior to the Petition Date. As further adequate protection, the Debtor is authorized to make payments to CPIF of $92,000 per month and to HDDA of $5,000 per month beginning in the month of October 2023 through the earlier of March 31, 2023, or the closing of a sale of the Debtor's hotel, with payments due on or before the 29th day of the month. CPIF and HDDA expressly reserves all rights on future adequate protection from April 1, 2023. The Debtor is also directed to make the payments due to Holiday Hospitality Franchising, LLC pursuant to the Holiday Inn Express Hotel Conversion License Agreement dated June 29, 2019, monthly and said payments will not be limited by the Budget. A copy of the stipulation is available at https://bit.ly/3yAg8iW from PacerMonitor.com. A copy of the order is available at https://bit.ly/3epZlIs from PacerMonitor.com. About Hansaben Investments, LLC Hansaben Investments, LLC owns a land and building located at 316 Pittman Road, Fairfield, CA having a fair market value of $9.85 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-30258) on May 25, 2022. In the petition filed by Hitesh Patel, manager, the Debtor disclosed $10,030,061 in assets and $8,330,389 in liabilities. Judge Dennis Montali oversees the case. Thomas Willoughby, Esq., at Felderstein Fitzgerald Willoughby Pascuzzi Rios LLP, is the Debtor's counsel. HERITAGE FUNERAL: Amends Equity Security Holder Claim Details ------------------------------------------------------------- Heritage Funeral Home and Cremation Services, LLC, submitted an Amended Chapter 11 Plan of Reorganization under Subchapter V dated October 11, 2022. The Plan Proponents financial projections show that the Debtor will have projected disposable income of $241,771.09 over and above the anticipated plan payments. The final Plan payment is expected to be paid on September 2027. Debtor's accountant based a 5-year Cash Flow Projections upon the recent income and expense history to show that debtor has the financial ability to make the plan payments. This Plan of Reorganization proposes to pay creditors of Heritage Funeral Home and Cremation Services, LLC, the Debtor from cash flow from operations and future income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Like in the prior iteration of the Plan, Non-priority unsecured claims if any shall be paid within the five-year period in cash. Class 4 consists of Equity security holders of the Debtor. Christopher Harrison will receive $5,000 per month in 2022 and $60,000 in 2023 and 2024 and $65,000 in 2025 to 2027. All distributions under this Plan will be provided by the Debtors Cash on hand as of the Effective Date and earned income following thereafter. The Reorganized Debtor will continue to operate with the primary purpose of continuing to provide funeral home and embalming services. The Reorganized Debtor will continue to be governed by its board of directors, consisting of Christopher J. Harrison. A full-text copy of the Amended Chapter 11 Plan dated October 11, 2022, is available at https://bit.ly/3S4su9V from PacerMonitor.com at no charge. Attorney for Debtor: Christopher A. Wood, Esq. CHRISTOPHER A. WOOD & ASSOCIATES, P.C 1133 N. Portland Avenue Oklahoma City, OK 73107 cawlaw@hotmail.com Tel: (405) 525-5005 Fax: (405) 521-8567 About Heritage Funeral Home Heritage Funeral Home & Cremation Services has been in the business of funeral services and cremation since August 6, 2009. The Debtor filed Chapter 11 Petition (Bankr. W.D. Okla. Case No. 22-11173) on June 1, 2022. The Debtor is represented by Christopher Wood of Christopher A. Wood & Associates, P.C. HERTZ CORP: False-Arrest Claimants Can Sue In State Courts ---------------------------------------------------------- Steven Church of Bloomberg News reports that more than 60 people who have accused Hertz Corp. of having them wrongly arrested won the right to join a lawsuit against the company, dealing another blow to efforts by the rental car giant to keep the allegations bottled up in bankruptcy. Under a legal standard set by US Bankruptcy Judge Mary Walrath, the customers can sue for false arrest instead of battling the company in bankruptcy court. With the latest court maneuvers, more than 120 people are actively suing Hertz outside of bankruptcy court, according to an emailed statement by victim advocates. About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC, as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. * * * Hertz Global and its subsidiaries emerged from Chapter 11 bankruptcy at the end of June 2021. Hertz won approval of a Plan of Reorganization that unimpaired all classes of creditors (who are legally deemed to have accepted it) and was approved by more than 97% of voting shareholders. The Plan provided for the existing shareholders to receive more than $1 billion of value. Recovery by shareholders of close to $8 a share was made possible after a fierce competition among bidders for control in the company. Initial offers from potential bidders for Hertz in its bankruptcy offered nothing for equity. Hertz in May 2021 selected investment firms Knighthead Capital Management LLC and Certares Management LLC, joined by other investors including Apollo Global Management Inc. and a group of existing shareholders, as the winning bidders for control of the bankrupt company. A rival group that included Centerbridge Partners LP, Warburg Pincus LLC and Dundon Capital Partners LLC was outbid at auction. Hertz's Plan eliminated over $5 billion of debt, including all of Hertz Europe's corporate debt, and will provide more than $2.2 billion of global liquidity to the reorganized Company. Hertz also emerged with (i) a new $2.8 billion exit credit facility consisting of at least $1.3 billion of term loans and a revolving loan facility, and (ii) an $7 billion of asset-backed vehicle financing facility, each on favorable terms. HIGH LINER: Moody's Hikes CFR to B1 & First Lien Term Loan to B2 ---------------------------------------------------------------- Moody's Investors Service has upgraded High Liner Foods Incorporated's corporate family rating to B1 from B2, probability of default rating to B1-PD from B2-PD, and its first lien senior secured term loan to B2 from B3. Moody's SGL-3 speculative grade liquidity rating remains unchanged. The outlook is stable. "The upgrade to B1 reflects High Liner's prudent governance management during the pandemic with a track record of maintaining a conservative financial policy with debt/EBITDA remaining between 3x and 4x since 2020", said Dion Bate, a Moody's Vice President and lead analyst. "While inflation and tightening consumer spending could affect consumer demand for High Liner's products, Moody's believes the company's brand strength, good supply chain management and product innovation will support top line growth and stable EBITA margins of around 8% through 2023." adds Mr Bate. Upgrades: Issuer: High Liner Foods Incorporated Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Senior Secured First Lien Term Loan B, Upgraded to B2 (LGD4) from B3 (LGD4) Outlook Actions: Issuer: High Liner Foods Incorporated Outlook, Remains Stable RATINGS RATIONALE High Liner benefits from: (1) Moody's expectation that debt/EBITDA will remain at or below 3.5x for the next 12 to 18 months, which can absorb around a 20% EBITDA decline from $96 million as of last twelve months to Q2/2022; (2) attractive long term growth prospects for seafood consumption; (3) good market positions in the processing of seafood for both retail and foodservice channels in Canada and the US; and (4) well-known brands with long standing customer relationships, which provides a competitive advantage in the fragmented seafood industry. However, the company is constrained by: (1) a weakening consumer environment facing ongoing cost inflation and higher interest rates reducing disposable incomes leading to shifting consumer spending patterns; (2) its narrowly focused seafood processing operation which competes with other proteins (chicken, beef and pork); (3) exposure to a mature North American seafood market that requires ongoing investment in innovation and marketing; and (4) low operating margins. Governance is a key positive consideration given High Liner's track record of maintaining a conservative financial policy over the past 2 years. High Liner has adequate liquidity (SGL-3) with about $135 million of liquidity sources to cover about $8 million of scheduled debt maturities over the next four quarters. Sources of liquidity include around $135 million of availability under the company's $200 million ABL facility that expires in April 2027, $0.3 million in cash at Q2/2022, and Moody's estimate of break-even free cash flow generation over the next 12 months through mid-2023. The company's term loan B facility is subject to a total leverage ratio of 6.5x which Moody's does not expect to be applicable in the next 4 quarters. High Liner has limited ability to generate liquidity from asset sales. The stable rating outlook reflects Moody's expectation that, despite the weakening consumer environment over the next 12-18 months, High Liner's credit metrics are expected to remain relatively stable with debt/EBITDA remaining at or below 3.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS High Liner's rating is unlikely to be upgraded given its moderate scale and product concentration in seafood. However, positive rating pressure could develop if: scale and diversification improves; it maintains strong leverage with adjusted debt/EBITDA sustainably below 3x; improves its EBITA margins to over 10% and free cash flow/debt exceeds 10% on a sustained basis. Negative rating pressure could develop if: adjusted debt/EBITDA increases above 4.5x, possibly due to material declines in operating performance or demonstrates aggressive financial policies; and if the company's liquidity deteriorates, possibly due to negative free cash flow generation for an extended period. The B2 rating on the company's $300 million secured term loan ($254 million outstanding as of Q2/2022) is one notch below the CFR, reflecting the term loan holders' subordinate position behind the $200 million asset based revolving credit facility (not rated) given the revolver's preferential access to liquid assets and the lack of loss absorption cushion provided by more junior debt in the capital structure. High Liner Foods Incorporated is a leading North American processor and marketer of value-added frozen seafood (mostly fish), serving the retail and foodservice channels in Canada and the US (60% branded and 40% private label). The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. HOBBS INVESTMENT: Rental Proceeds to Fund Plan ---------------------------------------------- Hobbs Investment Properties, LLC filed with the U.S. Bankruptcy Court for the District of Arizona a Disclosure Statement describing Plan of Reorganization dated October 11, 2022. Lorin Hobbs formed the Debtor in 2005 to serve as a holding company for the Illini Property. The Property houses Lorin Hobbs and his wife as well as serves and the operational center of an affiliated entity, Arizona Produce, which generates revenue as a wholesale produce distributor primarily serving restaurants within the Phoenix metropolitan area. Apart from its debtor-in-possession account containing its rents, the Debtor's only current asset is the Illini Property which is valued at $2.4 million. As of the Petition Date, the Debtor did have interest in certain sequestered insurance and settlement proceeds totaling approximately $110,000. However, this amount is being distributed prior to the Effective Date to NFR and PCMI pursuant to the parties' settlement agreement as approved by the Court. On the Petition Date, the Debtor filed an adversary proceeding against the Hobbs seeking return of the Illini Property's title. After initiating the adversary, the parties were able to negotiate a settlement by which the Hobbs will return the Illini Property to the Debtor subject to a secured claim in the amount of the unpaid advances forwarded by the Hobbs for the property's repair. The settlement will be incorporated into the Plan when approved by the Bankruptcy Court. On May 9, 2022, the Debtor removed the state court litigation involving PCMI and NFR to the Bankruptcy Court. The parties would eventually hold a mediation before The Honorable Redfield T. Baum Sr. which would lead to a settlement wherein the Debtor would satisfy both the PCMI and NFR claims in full through the previously sequestered insurance and settlement funds. The Court approved this settlement on October 4, 2022. This settlement has resolved two of the most significant unsecured claims against the Debtor. The reorganization process has allowed the Debtor to regain control of its assets and resolve significant liability. Through securing the Illini Property, the Debtor will be able to continue receiving the rent that the tenants have been paying throughout the reorganization. The Debtor will use these rents to maintain monthly obligations owed to the Hobbs due to the parties' settlement until the Debtor can satisfy the full amount of the claim through refinancing or sale of the Illini Property. The Debtor will use the excess rent and proceeds to pay its Unsecured Creditors in full. Class I(a) solely consists of the Allowed Secured Claim of the Hobbs relating to its first-position consensual lien encumbering the Illini Property. The Class I(a) Claim shall hold a total Allowed Claim in the amount $660,970.12 as of the Petition Date, plus up to $3,500 of reasonable attorney's fees incurred for drafting settlement documents. The Debtor shall pay the Class I(a) Claim pursuant to the terms of any settlement between the parties that is approved by the Court. The Class I(a) Claim shall accrue simple interest from the Petition Date at a rate of 5% per annum. Beginning on November 1, 2022, and continuing on the 1st of every month thereafter until October 1, 2023, the Debtor shall pay the Claim, as calculated on November 1, 2022, through equal monthly payments of principal and interest amortized over a period of 30 years. Class II consists of all Allowed Unsecured Claims against the Debtor that are not entitled to classification in any other Class. The Debtor shall pay holders of Class II Claims in full over five years through annual Pro Rata payments beginning on the Initial Payment Date and continuing on the same date each following year until paid in full. As of drafting this Disclosure Statement, the Debtor does not believe any such claims exist, but will continue to investigate potential grounds for avoidance. Class II is impaired. Class III solely consists of the equity interest of Lorin Hobbs in the Debtor. Upon the Effective Date, all equity interest in the Debtor shall invest in Lorin Hobbs upon the same terms that existed pre-petition. Class III is not impaired. The Debtor will fund payments under the Plan through post-petition rent. The Debtor anticipates the rent it collects from its tenants will be sufficient to allow repayment of Unsecured Creditors in full. The rent will also provide the Debtor with funds to maintain the Class I(a) payment until the Debtor can sell or refinance the Illini Property to satisfy the Claim in full. A full-text copy of the Disclosure Statement dated October 11, 2022, is available at https://bit.ly/3CWnfol from PacerMonitor.com at no charge. Attorneys for Debtor: Thomas H. Allen, Esq. David B. Nelson, Esq. Allen Barnes & Jones, PLC 1850 N. Central Ave., Suite 1150 Phoenix, AZ 85004 Tel: (602) 256-6000 Fax: (602) 252-4712 Email: tallen@allenbarneslaw.com dnelson@allenbarneslaw.com About Hobbs Investment Properties Hobbs Investment Properties, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns real property located at 3846 E. Illini St., Phoenix, Ariz., valued at $2.4 million. Hobbs Investment Properties filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 22-02292) on April 14, 2022, listing $2,520,475 in assets and $553,846 in liabilities. Lorin Hobbs, managing member, signed the petition. Judge Brenda K. Martin oversees the case. Allen Barnes & Jones, PLC serves as the Debtor's legal counsel. INDIANA WELLNESS: Unsecured Creditors to Split $88.5K over 3 Years ------------------------------------------------------------------ Indiana Wellness, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Indiana a Small Business Chapter 11 Plan dated October 11, 2022. IW is a men's testosterone clinic. IW is an Indiana limited liability company organized and existing since January 2014. In late 2019, IW abruptly stopped receiving payments from Anthem Insurance company. IW hired a consulting firm to assist in discovering the unknown issues with Anthem. After several months, the consulting firm discovered that the contracted billing company was billing services incorrectly. In March of 2020, IW notified Anthem of the overpayment issue. Anthem has asserted a claim of in excess of $2.5MM which is disputed. Attempts at resolution of the Anthem claim were not successful and Anthem pursued arbitration which prompted the filing. Prior to the Chapter 11 Bankruptcy filing, IW closed three locations to reduce expenses and focus on the two clinics that were profitable. The length of the Plan is three years for the required payments. Class 1 shall consist of ONB's allowed claim entitled to secured treatment. ONB is being treated herein to address the pending UCC filing. ONB has been paid in full. Demand shall be made upon ONB for release of the UCC. In the event that ONB does not terminate the UCC filing within 10 days of demand, IW shall be entitled to terminate the UCC filing by authority granted. The claim of ONB is not impaired. Class 2 shall consist of Anthems allowed claim entitled to secured treatment. Anthem filed a secured claim in the amount of $2,310,774.51 collateralized by rights of recoupment of setoff. IW disputes the existence of or value in any rights of recoupment or setoff. Anthem shall not receive any recovery under the alleged rights of recoupment or setoff. Accordingly, the claim of Anthem, if any, shall be treated in Class 3. Class 4 shall consist of the general unsecured claimants of IW. The Debtor's schedules disclose unsecured claims, some of which are listed as contingent, unliquidated and disputed, totaling approximately $3,710,500.00 amongst approximately 12 claimants. The Unsecured Creditor Class consists primarily of two large unsecured claims. Anthem inclusion in Class 3 includes deficiencies, if any, from its asserted secured claim which amount is disputed by IW. The second large unsecured claim if of Douglas R. Mennen and Kymberly Mennen. (collectively the "Mennens") in the amount of $1,201437.00 which amount is not disputed by IW. The unsecured creditors shall receive a minimum of a pro-rata share from the aggregate amount of $88,500.00 to be paid in 3 equal annual installments of $29,500.00, commencing one year after the Confirmation Date, and continuing for two years thereafter. Provided that the amounts to be paid under the Plan shall not be less than the projected disposable income of IW for the life of the Plan. Notwithstanding any other provision of the Plan, IW shall hold the funds to be paid to General Unsecured Claims 8 in escrow and not disburse to the General Unsecured Claims until the conclusion of the Plan, or allowance/disallowance of the claims, and election rights, of all claimants entitled to participate in the distribution to the General Unsecured Claims. The current principal of IW shall retain his member interest after confirmation of the Plan. The source of funds used in this Plan for payments to creditors shall be the net disposable income of the Debtor for 3 years resulting from continued, normal business operations of the Debtor's business. The Debtor shall contribute all net disposable income toward Plan payments; however, Debtor shall reserve a portion of the net income to fund a reserve. The Debtor may also choose the sell equipment or real estate. Further Debtor reserves the right to pursuing borrowing and investor options for the payment to the General Unsecured Claims. A full-text copy of the Chapter 11 Plan dated October 11, 2022, is available at https://bit.ly/3CATEj0 from PacerMonitor.com at no charge. Counsel for Debtor: David R. Krebs, Esq. Hester Baker Krebs, LLC 1 Indiana Square, Suite 1600 Indianapolis, IN 46204 Tel: (317) 833-3030 Email: dkrebs@hbkfirm.com About Indiana Wellness Indiana Wellness, LLC, is a company in Lafayette, Ind., which is primarily engaged in general out-patient care services. Indiana Wellness filed a petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 22-40176) on July 11, 2022, listing $190,785 in assets and $3,710,496 in liabilities. Douglas R. Adelsperger serves as Subchapter V trustee. David R. Krebs, Esq., at Hester Baker Krebs, LLC, is the Debtor's counsel. INSYS THERAPEUTICS: TDI Bid for Relief from Default Judgment Denied ------------------------------------------------------------------- In the adversary proceeding In re: INSYS THERAPEUTICS, INC., et al., Chapter 11, Liquidating Debtors. INSYS LIQUIDATION TRUST, by and through WILLIAM HENRICH, as LIQUIDATING TRUSTEE, Plaintiff, v. TDINDUSTRIES, INC. ("TDI"), Defendant, (Adv. No. 21-50188), Judge John T. Dorsey issued a memorandum opinion and order denying TDI's motion seeking to reopen the adversary proceeding and vacate entry of default and default judgment. Plaintiff William Henrich, Liquidating Trustee opposed the Motion arguing that TDI did not establish the grounds necessary for relief from the entry of default judgment. TDI is a subcontractor that provided commercial and industrial services to the Debtor. On June 10, 2019, the Debtor commenced a voluntary chapter 11 case. On Aug. 21, 2019, TDI filed a proof of claim for $26,153, based on four unpaid invoices. On Jan. 16, 2020, the Court confirmed the Debtor's plan, which created the Liquidation Trust, vested it with the right to commence avoidance actions, and appointed the Trustee. Judge Dorsey held that, "First, the delay was both within the reasonable control of TDI, and it was considerable. This is not a case where a defendant failed to answer a complaint by just a few days or weeks after which the plaintiff obtained a default and executed on its judgment. The Trustee made repeated attempts to reach out to TDI over many months. The Trustee sent a demand letter in June 2020 but did not file suit until more than eight months later. He then waited nearly three months to seek entry of a default judgment and provided appropriate notice to TDI. Again, in December 2021, the Trustee sent notice of the registration of the default judgment to TDI. Indeed, even after registering the default, the Trustee reached out to TDI's inhouse counsel to enquire about a potential settlement. While COVID-19 and the Texas storm may have prevented TDI from receiving the initial service of the complaint and notice of the default in a timely manner, TDI admits that by June 17, 2021, it was aware that a default judgment had been entered. Despite this, TDI inexplicably waited more than seven months to retain Delaware counsel or otherwise reach out to the Trustee and offers no reason for its failure to do so except for a single miscommunication with its local counsel quite early in the process… Second, the potential impact of the delay on the judicial proceedings also weighs against granting the motion. The underlying bankruptcy case has been pending for more than three years at this point. Having sat on its rights for nearly a year, TDI now wants to reopen the case, vacate the final default, vacate the registration of the entry of judgment in the Bankruptcy Court for the Southern District of New York, as well as the notice to JPMorgan Bank to restrain an amount sufficient to pay the judgment. But to do so would not only set back this case but would also impact the overall administration of the bankruptcy case, as well at the management of the Court's docket. The circumstances do not warrant such relief. See Liguori v. Allstate Ins. Co., No. 14-636, 2015 WL 71384, at *2 (D.N.J. Jan. 6, 2015)." Judge Dorsey ruled that TDI's conduct is not sufficient to meet the excusable neglect standard for reopening the final default judgment. A full-text copy of the Memorandum Opinion and Order dated Oct. 6, 2022, is available at https://tinyurl.com/2p9hn8vr from Leagle.com. About Insys Therapeutics Headquartered in Chandler, Ariz., Insys Therapeutics Inc. -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11292) on June 10, 2019. The Debtors' cases are assigned to Judge Kevin Gross. The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Epiq Corporate Restructuring, LLC as claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. Akin Gump Strauss Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's attorneys; and Province, Inc., is the financial advisor. * * * Insys sold its epinephrine 7mg and 8.5mg unit-dose nasal spray products and naloxone 8mg unit-dose nasal spray products and certain equipment and liabilities to Hikma Pharmaceuticals USA Inc. for $17 million. It sold for $12.2 million to Chilion Group Holdings US, Inc., its (i) CBD formulations across current pre-clinical, clinical, third-party grants and investigator initiated study activities (including any future activities or indications), (ii) THC programs of Syndros oral dronabinol solution, and (iii) Buprenorphine products. Insys sold to BTcP Pharma, LLC for $52 million in royalty payments plus other amounts all strengths, doses and formulations in the world (except for the Republic of Korea, et al.). Insys sold to Pharmbio Korea, Inc., for $1.2 million in cash specific intellectual property, records and certain other assets related to strengths, doses and formulations of the Subsys Product in the Republic of Korea, Japan, China, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand, Timor-Leste, and Vietnam. After selling substantially all of their assets, the Debtors filed a Chapter 11 Plan and Disclosure Statement. Judge Kevin Gross on Jan. 16, 2020, confirmed the Debtors' Plan of Liquidation. IVEDIX INC: Gets Confirmation of Second Amended Plan ---------------------------------------------------- Bankruptcy Judge Paul R. Warren confirmed the Second Amended Plan of Reorganization filed by iVEDiX, Inc. on Feb. 8, 2022. Prior to confirmation, the Debtor negotiated stipulated terms with the Martin Glavin to address concerns raised in the Objection to Debtor's Chapter 11 Plan of Reorganization. The Debtor has agreed that: "(i) Unsecured creditors Chemtronics International ($26,648); Merck KGAA ($133,233); Monro, Inc. ($4,248), Port Authority of NY and NJ ($56,667) and Wegmans Food Markets, Inc. ($86,667) are not impaired because they were listed in Schedule F for the sole purpose of reflecting the Debtor's obligation under certain executory contracts, which performance has since occurred, and as such none of those creditors should recover further under the Plan." Only Holders of Claims in Class 4 (Current Employees) and Class 5 (Unsecured Claims) and Class 6 (Equity Security Holders) were entitled to vote on the Plan. As evidenced by the proffer at the Confirmation Hearing a sufficient Impaired Class of Claims (excluding the acceptance by any insiders of the Debtor) has voted to accept the Plan in accordance with the requirements of the Bankruptcy Code. A full-text copy of the Decision and Order dated Oct. 6, 2022, is available at https://tinyurl.com/3yue8kh5 from Leagle.com. About IVEDiX, Inc. IVEDiX, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.Y. Case No. 21-20453) on July 23, 2021. In the petition signed by Rajesh Kutty, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Paul R. Warren oversees the case. Curtis A. Johnson, Esq., at Bond, Schoeneck & King, PLLC is the Debtor's counsel. The U.S. Small Business Administration, as prepetition secured lender, is represented by Kevin D. Robinson, Esq., of the United States Attorney's Office. JAM MEDIA: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: JAM Media Solutions, LLC 11 Netherwood Terrace East Orange, NJ 07017 Business Description: JAM Media is a media, entertainment, and digital marketing solutions company that owns and operates radio stations, live events and digital, mobile, print, social media properties. Chapter 11 Petition Date: October 15, 2022 Court: United States Bankruptcy Court District of New Jersey Case No.: 22-18193 Debtor's Counsel: Gabriel Del Virginia, Esq. LAW OFFICE OF GABRIEL DEL VIRGINIA 30 Wall Street 12th Floor New York, NY 10005 Tel: 212-371-5478 Email: gabriel.delvirginia@verizon.net Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jonathan Mason as CEO. 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/WAUUJDQ/JAM_Media_Solutions_LLC__njbke-22-18193__0001.0.pdf?mcid=tGE4TAMA K&N PARENT: S&P Downgrades ICR to 'D' on Distressed Transaction --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on car, truck, and motorcycle aftermarket parts provider K&N Parent Inc. to 'D' from 'CCC'. At the same time, S&P lowered its issue-level rating on its first-lien term loan to 'D' from 'CCC' and its issue-level rating on its second-lien term loan to 'D' from 'CC'. Rating Action Rationale The downgrade reflects the issuance of the $10 million bridge loan facility under the first-lien credit agreement amendment. S&P said, "We view this as tantamount to a default, affecting the issuer credit rating as well as the first-lien, cash flow revolver, and second-lien debt because lenders are being primed by the bridge loan without sufficient compensation for existing lenders. We believe K&N's operations are distressed due to poor operating performance, the near-term maturity of its debt facilities, and that a conventional default was realistic without the debt restructuring. Lenders that didn't participate in the transaction are now in a more junior collateral position, which we view as receiving less than originally promised. K&N could not meet its Sept. 30 amortization payment on the first-lien debt and interest payments on the first- and second-lien debt. The amendment also extended the grace period on the missed debt payments to Oct. 31, 2022. Its liquidity continues to weaken as earnings decline due to deteriorating operating conditions. K&N's products are highly discretionary, and S&P expects a potential oncoming recession could further reduce sales and earnings. S&P said, "We expect to reevaluate our issuer credit rating and issue level ratings on K&N over the next few days. We will likely raise our issuer credit rating to 'CCC-' or 'CC' as the company will face near-term debt principal and interest payments on Dec. 30, 2022 and maturity of the bridge loan facility on Jan. 3, 2023. Given its inability to make the Sept. 30, 2022 debt amortization and interest payments and worsening macroeconomic conditions, we expect K&N could engage in a distressed exchange or restructuring to meet these payments. Furthermore, K&N's first-lien debt and cash flow revolver will become current because they mature Oct. 20, 2023." Company Description K&N designs, manufactures, and markets high performance air filters, air intakes, oil filters, and other aftermarket products for cars, trucks, and motorcycles. The company was founded in 1964 by two motorcycle racing enthusiasts. In 2021, the company generated revenues of more than $220 million. Environmental, Social, And Governance ESG credit indicators: E-2, S-2, G-3 S&P said, "Environmental factors have an overall neutral influence on our credit rating analysis of K&N Parent Inc. While many of its products, like air and oil filters, are dependent on the internal combustion engine, the parts are sold in the aftermarket, demand is driven primarily by enthusiasts, and we expect it will take many years for the car park to change to a material amount of fully electric vehicles, particularly in North America. Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects their generally finite holding periods and a focus on maximizing shareholder returns." KOSMOS ENERGY: Moody's Puts 'B2' CFR Under Review for Downgrade --------------------------------------------------------------- Moody's Investors Service placed Kosmos Energy Ltd.'s (Kosmos) or (Kosmos Energy) ratings under review for downgrade, including its B2 Corporate Family Rating and B3 senior unsecured notes. The outlook was revised to ratings under review from stable. The review of Kosmos Energy's ratings was triggered by the increased credit risks of Ghana, where more than 50% of Kosmos Energy's production is concentrated today. Moody's downgraded the Government of Ghana's long-term ratings to Caa2 from Caa1 and placed its ratings on review for further downgrade. On Review for Downgrade: Issuer: Kosmos Energy Ltd. Corporate Family Rating, Placed on Review for Downgrade, currently B2 Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B3 (LGD5) Outlook Actions: Issuer: Kosmos Energy Ltd. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS While Kosmos Energy has benefitted from higher energy prices and increased production volumes in 2022, Ghana's sovereign credit story has deteriorated considerably due to various macro-economic factors. Kosmos generated $290 million of free cash flow in the first half of 2022, reduced debt, and reduced absolute debt by approximately $400 million and net leverage to 1.6x at mid-year 2022. The company has improved its liquidity and funding position to support its growth projects through 2023. Ghana on the other hand, is grappling with high domestic price inflation, a sharp devaluation in its currency, increased US dollar denominated debt obligations and high refinancing risks increasing the country's risk of a potential debt restructuring or a default. Consequently, the elevated sovereign credit risk will continue to weigh heavily on Kosmos Energy's ratings over the near to medium term. Kosmos Energy's B2 CFR reflects its majority production in offshore Ghana, improving financial leverage, substantial ongoing capital spending requirements involving the phased Tortue LNG development project, significant debt amortization obligations starting in 2025, and somewhat complex corporate and capital structure. The rating also considers the risks of the company's non-operating interest in key assets, deepwater focus and the attendant physical and operational risks. The credit profile is supported by Kosmos Energy's high-quality and oil-focused producing assets that have low break-even costs and relatively low base decline rates, geographic diversification across several West African countries and the US Gulf of Mexico, strong growth prospect involving the large natural gas and LNG assets in Mauritania and Senegal, a solid track record of organic and acquisition-driven growth and a visible pipeline of low-risk development projects. Moody's expects financial leverage to decline and free cash flow to increase through 2023 as the company benefits from increased volumes, higher oil and gas prices and the completion of Tortue Phase 1 in the second half of 2023. The ratings are currently under review for downgrade. Moody's will likely look for the conclusion of Ghana's ratings review before concluding the review on Kosmos Energy's ratings, focusing on the rationale of the sovereign rating and final local and foreign currency ceilings. Moody's review will also focus on the degree of insulation the company's operations in Ghana have from a deteriorating sovereign based on the nature of those operations and various contractual provisions, its other assets and sources of cash flow, and its capital structure and cross-default provisions. Kosmos Energy Ltd. is a Dallas, Texas based publicly traded exploration and production company with assets in offshore West Africa and the US Gulf of Mexico. The principal methodology used in these ratings was Independent Exploration and Production published in August 2021. LAFORTA - GESTAO: Seeks to Extend Exclusivity Period to Dec. 13 --------------------------------------------------------------- LaForta - Gestao e Investmentos Sociedade Unipessoal LDA asked the U.S. Bankruptcy Court for the Southern District of Texas to extend the exclusivity period to file a Chapter 11 plan to Dec. 13 and solicit acceptances from creditors to Feb. 12 next year. LaForta needs a relatively limited extension of the exclusivity periods in case more time becomes needed as the sale process progresses, according to its attorney, Rebecca Blake Chaikin, Esq., at Jackson Walker, LLP. The sale process to realize value for LaForta's primary asset, La Muralla IV, is well under way, with bids due Oct. 26, and a sale hearing scheduled for Nov. 15. LaForta is currently developing a Chapter 11 plan that will distribute assets following consummation of the sale. About La Forta - Gestao e Investmentos Laforta - Gestao E Investimentos Sociedade Unipessoal LDA is a private limited liability company organized under the laws of Portugal. LaForta is one of three "sister" companies wholly owned by Offshore Drilling Holding S.A. that hold a single ultra-deepwater semi-submersible drilling rig. LaForta owns La Muralla IV, a 10-year old, sixth-generation, ultra-deepwater semi-submersible drilling rig, while its sister companies own the rigs Centenario GR and the Bicentenario. ODH is one business among several Mexico-based companies wholly or indirectly owned by ODH's ultimate owners. LaForta - Gestao e Investmentos sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 22-90126), with between $50 million and $100 million in assets and between $1 billion and $10 billion in liabilities. CRO David Weinhoffer signed the petition. Jackson Walker, LLP and Clifford Chance US, LLP serve as the Debtor's bankruptcy counsel and corporate counsel, respectively. Stretto, Inc. is the claims agent. LOOT CRATE: Venture Backers Reach $6.8-Mil. Deal With Creditors --------------------------------------------------------------- Venture-capital firms that backed "geek and gamer" subscription service Loot Crate Inc. agreed to settle a lawsuit alleging they used scripted confrontations and other hardball tactics to tighten their grip on the company, eventually pushing it into bankruptcy. Breakwater Management LP, Upfront Ventures Management LLC and eight of their executives reached a $6.8 million settlement with creditors that lost money when Loot Crate filed for chapter 11 protection in 2019. According to an Oct. 4, filing, Upfront V, LP, Breakwater Credit Opportunities Fund, L.P.; Upfront GP V, LLC; Mark Suster; Dana Kibler; Gregory Bettinelli; Saif Mansour; Aamir Amdani; Eric Beckman; Darrick Geant; and Joseph Kaczorowski have agreed to pay $6.8 million to the Debtors in exchange for which the parties to the settlement agreement will exchange mutual releases. The Official Committee of Unsecured Creditors backs the settlement. The Debtors and the Committee have agreed to remit payment of the contingency fee in the sum of $2,040,000 and expenses in the sum of $179,302.60 of Stricklin Law Firm, P.C. and Hedrick Kring, PLLC (now known as Hedrick Kring Bailey PLLC) from the settlement payment. By the terms of their proposed retention by the Committee, the firms would receive 30% of all proceeds from the D&O Claims. The remaining portion of the Settlement Payment, less nominal amounts to pay certain United States Trustee fees, will be held in an interest-bearing Escrow Account (as defined in the settlement agreement) and cannot be distributed for any purpose absent a stipulation by the parties or a further court. On November 2, 2020, the Committee commenced the Adversary Proceeding by filing the Complaint and Objection to Claims against Upfront V, LP, Upfront GP V, LLC, Mark Suster, Dana Kibler, Gregory Bettinelli (collectively, the "Upfront Defendants"), Breakwater Credit Opportunities Fund, L.P., Saif Mansour,4 Aamir Amdani, Eric Beckman, Darrick Geant, and Joseph Kaczorowski (collectively, the "Breakwater Defendants," and collectively with the Upfront Defendants, the "Defendants"). The proposed settlement of the Adversary Proceeding is a crucial step toward the conclusion of the Debtors’ bankruptcy cases, achieved only after the completion of fact discovery, motion practice during the early stages of this case, and more than a full day of mediation with a former member of Delaware's Chancery Court. "Admittedly, the Proposed Settlement is not as large an amount as the Debtors or the Committee had wanted originally, but settlements seldom are. Depending upon the outcome of the D&O Proceeds Adversary, the Debtors will determine the best and most practical use of the available Net Settlement Proceeds in the Debtors' estates," the Debtors and the Committee said in a joint filing. "The Debtors and the Committee also heavily weighed the likelihood of success in this Adversary Proceeding in considering the Proposed Settlement. The Committee was able to withstand Breakwater's Motion for Partial Summary Judgment and the Upfront Defendants' Motion to Dismiss, however there is a significant difference between succeeding in defending against dispositive motions and success at trial. Further, the Committee recognizes that the Adversary Proceeding raises factual questions that preclude the Court from granting summary judgment to the plaintiff. As such, a trial will be necessary, the outcome of which is uncertain and difficult to predict." About Old LC Inc. Founded in 2012, Old LC, Inc., formerly known as Loot Crate Inc., was a worldwide leader in fan subscription boxes. Since 2012, the company has delivered more than 32 million crates to fans in 35 territories across the globe. Old LC and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11791) on Aug. 11, 2019. Loot Crate was estimated to have less than $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtors tapped Bryan Cave Leighton Paisner, LLP as lead counsel; Robinson & Cole, LLP as Delaware and conflicts counsel; FocalPoint Securities, LLC, as investment banker; Portage Point Partners as financial advisor; and Mark Palmer of Theseus Strategy Group as chief transformation officer. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent and maintains the site https://case.stretto.com/lootcrate. Andrew Vara, U.S. Trustee for Regions 3 and 9, appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on Aug. 22, 2019. The committee retained Morris James, LLP as counsel; Dundon Advisers, LLC as financial advisor; and FocalPoint Securities, LLC as investment banker. * * * On or about Sept. 6, 2019, pursuant to an asset purchase agreement, the Debtors entered into an agreement to sell substantially all of their assets, except for certain arrangements with respect to the D&O Claim Rights, to Loot Crate Acquisition LLC, now known as The Loot Company, LLC. On Oct. 1, 2019, the Debtors closed on the sale governed by the Asset Purchase Agreement pursuant to the Court's order approving the sale. The Debtor switched its name to Old LC, Inc., following the sale. LUCKY BUCKS: Moody's Cuts CFR to Caa1, Under Review for Downgrade ----------------------------------------------------------------- Moody's Investors Service downgraded Lucky Bucks, LLC's Corporate Family Rating to Caa1 from B2. The company's Probability of Default Rating was downgraded to Caa1-PD from B2-PD and its revolver and term loan ratings were downgraded to Caa1 from B2. At the same time, all of Lucky Bucks' ratings were placed on review for further downgrade. The following ratings/assessments are affected by the action: Ratings Downgraded: Issuer: Lucky Bucks, LLC Corporate Family Rating, Downgraded to Caa1 from B2; Placed Under Review for further Downgrade Probability of Default Rating, Downgraded to Caa1-PD from B2-PD; Placed Under Review for further Downgrade Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD4) from B2 (LGD4); Placed Under Review for further Downgrade Outlook Actions: Issuer: Lucky Bucks, LLC Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The downgrade considers several factors, including the unfavorable impact on EBITDA from the increase in regulatory enforcement in the Georgia coin-operated amusement machine market, along with Moody's heightened concern regarding inflation and recession, particularly the potential impact on consumer discretionary spending. Combined, these factors will challenge the company to achieve and maintain Moody's debt-to-EBITDA downgrade trigger of 5.0x during the next 12-18 months. Moody's calculated debt-to-EBITDA for the latest 12-month period ended June 30, 2022 was 7.8x. Pro forma adjusted debt-to-EBITDA for covenant calculation purposes was lower, albeit still high, at 6.52x for that same period. The Georgia Lottery Commission recently increased enforcement of its 50 Percent Rule, among other rules. The 50 Percent Rule mandates that no location owner or operator can derive more than 50% of gross retail receipts at its locations from Class B machines. This increased enforcement resulted in a number of Lucky Bucks' machines being taken out of operation. Lower machine counts will continue to have a negative impact on EBITDA performance relative to Moody's initial expectations. Lucky Bucks' debt-to-pro forma adjusted EBITDA for the latest 12-month period ended June 30, 2022 was 6.52 times and not likely to improve substantially in the foreseeable future. This could lead to a covenant breach. Lucky Buck's is required to meet a debt-to-pro forma adjusted EBITDA leverage covenant of 7.75x. The financial covenant is a springing covenant when the revolver is drawn at 35%. The stress on EBITDA could also cause an overall liquidity stress, particularly given the company's relatively large mandatory term loan debt amortization requirement, at $27.75 million per year, and the fact that the company's credit facilities are not currently hedged, exposing the company to interest rate risk that accompanies inflation. Lucky Bucks does have equity cure rights, and plans to slow down acquisition spending to preserve its liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS While Moody's expects Lucky Bucks' will be working with its lenders to address the risks cited above, the review for downgrade acknowledges the possibility that an agreement between the company and its lenders (debt or amortization modification, restructuring, covenant modification, etc.) could result in what Moody's considers to be a distressed exchange. Ratings could also be downgraded if for any reason, including further enforcement by the Georgia Lottery Commission that results in additional machines being taken out of service, EBITDA or liquidity worsens in the near-term to the degree that a payment default is likely. Ratings could be confirmed or upgraded if Moody's believes there is a very high likelihood Lucky Bucks will meet its covenants, any agreement with its lenders will not result in a distressed exchange, and EBITDA trends and liquidity are strong enough to support the company over the long-term without risk of a covenant breach, payment default, or distressed exchange over the longer-term. The principal methodology used in these ratings was Gaming published in June 2021. Lucky Bucks, LLC is a Coin Operated Amusement Machine (COAM) operator in the state of Georgia. COAMs are placed in high traffic sites, such as convenience stores and gas stations, and provide patrons with a slot-machine type gaming experience. Reported net revenue for the 12 months ended June 30, 2022 was $92 million. MAGELLAN INT'L: 2022 Bonds Update No Impact on Moody's Ba2 Rating ----------------------------------------------------------------- Moody's Investors Service has been informed about updates to the legal structure for Magellan International School, TX's $46 million Education Revenue Bonds (Magellan International School) Series 2022. The legal section was updated to reflect a change in covenants prior to the pricing of the bonds. Bondholder provisions also now include an operating reserve funded at $500,000 from available cash reserves. This operating reserve fund will be added to net revenues under the debt service covenant calculation. These revised legal provisions have no impact on the initial Ba2 rating with a stable outlook assigned on October 3, 2022. Additionally, the school is updating its financial projections to include higher than previously forecast tuition increases, with principal repayment now scheduled to begin in fiscal 2027 rather than fiscal 2026. The school's ability to meet its forecasted net revenues is based on multiple assumptions, including parental willingness to pay higher tuition rates, which may or may not materialize. Projected debt service coverage in all scenarios remains relatively thin but could be positively impacted if the school is able to achieve fundraising targets. As previously noted in Moody's factors that could lead to a downgrade, inability to achieve and maintain at least 1.1 times debt service coverage could result in a rating downgrade. Moody's view of debt service coverage will continue to exclude the newly established operating reserve fund, although that fund is included in the coverage calculation for covenant purposes. The updated legal section reads: The proposed series 2022 bonds are secured by all operating and facility payments relating to the pledged facility, which is the Bull Creek Campus (the site of the new elementary, middle and high school). Covenants include a debt service coverage requirement of 1.1x and a liquidity requirement of at least 60 days cash on hand, both tested annually. Debt service coverage is determined by dividing the sum of available revenues plus the operating reserve by annual debt service requirements. Similarly, the liquidity requirement considers available cash reserves plus the operating reserve (which represents around 18 days cash on hand based on fiscal 2022 unaudited figures). If debt service coverage is between 1.0x to 1.1x and/or days cash on hand is below 60 days, Magellan must hire a management consultant. The school will maintain two cash-funded reserve funds: the first is a cash-funded debt service reserve fund funded at MADS. This will be funded with bond proceeds at pricing. The second is an operating reserve funded with $500,000 of unrestricted cash balance. Creation of this reserve will reduce available cash by $500,000 to $4.5 million in fiscal 2022 (unaudited). If the school is unable to meet the liquidity requirement in any fiscal year, and if at the end of the subsequent fiscal year, Magellan does meet the requirement, then both prior and current years will be considered in compliance. In the event the school is unable to meet the liquidity requirement in the subsequent fiscal year, it shall for each fiscal year thereafter transfer 50% of its excess net revenues to the operating reserve until Magellan has achieved compliance. So long as the school transfers excess net revenues, an Event of Default will not have occurred due to failure to meet the liquidity requirement unless the debt service coverage falls to below 1.0x. Debt service coverage below 1.0x in any fiscal year would constitute an Event of Default. In the Event of Default, Magellan will have 30 days to pursue corrective action. If the Default occurs and is continuing, upon written notice of at least 25% of bondholders, the bonds could be accelerated, meaning remaining principal and interest will become immediately due and payable. MARKET STREET: Case Summary & Seven Unsecured Creditors ------------------------------------------------------- Debtor: Market Street Shreveport LLC d/b/a The Standard Apartments d/b/a The Standard Lofts d/b/a The Standard Downtown Lofts 509 Market Street Shreveport, LA 71001 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: October 14, 2022 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 22-58302 Debtor's Counsel: Ashley Reynolds Ray, Esq. SCROGGINS & WILLIAMSON, P.C. 4401 Northside Parkway Suite 450 Atlanta, GA 30327 Tel: 404-893-3880 Email: centralstation@swlawfirm.com Debtor's Restructuring & General Bankruptcy Counsel: FAEGRE DRINKER BIDDLE & REATH LLP Debtor's Refinancing or Sale Agent and Broker: ROBERTDOUGLAS Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Edward Chen as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DVK6F6I/Market_Street_Shreveport_LLC__ganbke-22-58302__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Seven Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. DMR Mechanical LLC $4,800 PO Box 19507 Shreveport, LA 71149 Tel: 318-629-6800 2. Hamm Mechanical $4,695 517 W 61st Street Shreveport, LA 71106 Tel: 318-828-2345 3. TK Elevators Corporation $2,622 3100 Interstate North Cir SE Ste 500 Atlanta, GA 30339 Tel: 678-528-0546 4. Lamar $2,545 PO Box 96030 Baton Rouge, LA 70896 Tel: 318-221-6115 5. TK Elevators Corporation $1,311 3100 Interstate North Cir SE Ste 500 Atlanta, GA 30339 Tel: 678-528-0546 6. Hamm Mechanical $982 517 W 61st Street Shreveport, LA 71106 Tel: 318-828-2345 7. Hamm Mechanical $106 517 W 61st Street Shreveport, LA 71106 Tel: 318-828-2345 MEDICAL ACQUISITION: Non-Insider Unsecureds to be Paid in Full -------------------------------------------------------------- Medical Acquisition Company, Inc., filed with the U.S. Bankruptcy Court for the Southern District of California a Disclosure Statement describing Plan of Reorganization dated October 11, 2022. The Debtor is a medical lien factoring company founded nearly 30 years ago. The Debtor has successfully operated for most of the 30 years. The Debtor's sole shareholder is Charles Perez. In the early 2010s, the Debtor entered into a series of agreements with TriCity Healthcare District ("TCHD") to construct a medical office building on TCHD's campus for the purpose of attracting world class surgeons to perform surgeries at TriCity Hospital. TCHD alleged breach of the agreements, forcing the Debtor to stop construction. Litigation started in 2014, and is still ongoing. In July 2021, TCHD obtained a partial judgment for approximately $4,000,000. Debtor disputes the partial judgment and the alleged breach of agreements. Debtor has further asserted counterclaims against TCHD. The disputes are being adjudicated in Superior Court of California, County of San Diego in the cases bearing case numbers 37-2014-00009108- CU-BC-NC (hereinafter "MAC-1") and 37-2020 00022703-CU-BC-NC (hereinafter "MAC-2"). A series of rulings in MAC-1 have been appealed to the California Court of Appeals. MAC 2 is currently stayed until such time that the Debtor's new counsel's employment is approved by the Bankruptcy Court. Generally speaking, the Debtor's primary assets consist of the DIP bank accounts, and Debtor's interest in the Ground Lease with TCHD which can be determined pursuant to the terms of the Ground Lease (rental incomes) and/or the fair market value of the Medical Office Building (real property appraisal values) constructed thereon. Under the Ground Lease, Debtor has a right to approximately 6,634,119.66 in rental income. Under a fair market value valuation, Debtor's previous appraisal of the MOB provides that the MOB is valued at approximately $24,000,000. Class 1 consists of the Secured Claim of TriCity Healthcare District ("TCHD") as a judicial/UCC lienholder for a judgment awarded in the litigation referenced above as MAC-1. The Debtor believes this Secured Claim is encumbering Debtor's Personal Property. TCHD filed a Proof of Claim in the amount of not less than $4,950,510.18 (Claim Number 4) for the judgment obtained in MAC 1. Debtor's payments to Class 1 Creditors will be held in a separate interest-bearing account, at a bank which is mutually agreed upon by the Debtor and Class 1 Creditors. Class 1 Creditors not withdraw funds from the mutually agreed upon separate bank account until the later of either 1) such time that the pending litigation and appeals have reached conclusion, or 2) a post-confirmation plan amendment addressing the results of pending litigation and/or appeals has been accepted. Debtor's plan payment schedule under the plan of reorganization will pay $5,331,910.15 including interest at a rate of 3%, which shall begin accruing on the Effective Date. Class 2 consists of the Secured Claim of insider CP Business Enterprises for pre-petition unpaid rents which is secured by the commercial lease between CP Business Enterprises and the Debtor. Class 2's claim shall be bifurcated, such that the pre-petition unpaid rents shall be treated as a General Unsecured Insider Creditor Claim under Class 5. The post-petition default cure shall constitute the Class 2 Secured Claim. The Debtor's Plan proposes to permit the holder of an Allowed Class 2 to retain its full rights under the commercial lease as an assumed lease obligation for post-petition lease payments incurred from the Effective Date. The post-petition default cure is to be treated as an Allowed Class 2 Claim Secured Claim and permit the holder of an Allowed Class 2 Claim to be paid in full, on or before 60 months from the Effective Date as set forth in the proposed plan payment schedule. Class 3 consists of all Allowed General Unsecured Non-Insider Claims. The Debtor believes that Class 3 Claims will include the pre-petition debts owed to appellate counsel David Kay for $14,137.32 and pre-petition debts owed to counsel Sullivan, Workman & Dee LLP for $84,772.50 as set forth in Proof of Claim Number 6. The Debtor's Plan proposes to pay the holder of any Allowed Class 3 Claim of less than $100,000 to be paid the full amount within 10 days of the Effective Date from Debtor's available funds on hand. Class 3 is not impaired. Class 4 consists of all membership interests in the Debtor corporation. Charles Perez possesses all shareholder interests in the Debtor. The Debtor's Plan proposes that the holder of the Class 4 Claim shall retain its full equity interest in the Debtor. Class 4 is not impaired. Class 5 consists of all Allowed General Unsecured Insider Claims. The Debtor believes that Class 5 Claims will include the pre petition rent payments owed to CP Business Enterprises in the amount of $280,000, the payments due to Surgitech, Inc. on unsecured loans to the Debtor for collectively $310,000, and the payments due to CP Business Enterprises on an unsecured loan to the Debtor for $60,000. The Debtor's Plan proposes to pay the holder of any Allowed Class 5 Claim less than the full amounts of the claims. As Class 5 Claims are insider claims, Debtor proposes to pay Allowed Class 5 claims less than their total claims pursuant to the payment schedule set forth in the plan. The payment schedule provides for payments over 24 months totaling $264,000. If the Debtor's yearly earnings produce a surplus after all other class claims and administrative claims have been satisfied, Debtor may elect to pay Class 5 Allowed Claims a lump sum payment at the end of each 12- month period from the Effective Date. Class 5 is severely impaired. The Debtor's Plan proposes to pay all Allowed claims within a 60 month period. Debtor's income relies on the settlement of personal injury cases and the proceeds provided therefrom to the payment of existing medical liens. The Debtor's General Counsel has provided that Debtor's rate of recovery on outstanding medical liens is approximately 60%. Based on this average rate of recover, Debtor anticipates to collect approximately $15,600,000.00 within the 60 month plan period. Debtor's 60-month projected income exceeds the aggregate of all Claim Classes. Because the Debtor's projected income exceeds the Debtor's total liabilities and ordinary business expenses, the Debtor believes that payment of all claims with allowed interest is a feasible option. A full-text copy of the Disclosure Statement dated October 11, 2022, is available at https://bit.ly/3EJQcFf from PacerMonitor.com at no charge. Attorneys for the Debtor: Deepalie Milie Joshi, Esq. Joshi Law Group 3675 Ruffin Road, Suite 220 San Diego, CA 92123 Tel: (619) 822-7566 Facsimile: (866)963-0166 Email: milie@joshilawgroup.com About Medical Acquisition Company Medical Acquisition Company, Inc., a provider of lien-based medical financial services in Carlsbad, Calif., filed a petition for Chapter 11 protection (Bankr. S.D. Calif. Case No. 22-00058) on Jan. 13, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Charles Perez, chief executive officer and chief operations officer, signed the petition. Judge Christopher B. Latham oversees the case. The Debtor tapped Joshi Law Group as bankruptcy counsel; David A. Kay, Attorney at Law as appellate counsel; Sullivan, Workman & Dee, LLP as special counsel; Julie Stencil as bookkeeper; and Julie Cardin, Esq., CPA of Cardin & Company, APC as accountant. MGA MANAGEMENT: Seeks $40,652 in Cash Collateral Thru Nov 30 ------------------------------------------------------------ Mgae, Inc. asks the U.S. Bankruptcy Court for the District of Connecticut for authority to use cash collateral on an interim basis in accordance with the budget and provide adequate protection to its secured creditors. The Debtor requires the use of cash collateral to maintain and operate 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 $40,652 of cash collateral for the 30-day period from November 1 through 30, 2022. 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, the Debtor proposes to grant the Bank 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 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 motion is available at https://bit.ly/3MwSREf from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3CQjLDI from PacerMonitor.com. The Debtor projects $46,386 in rental income and $40,652 in total expenses for November 2022. About MGA Management MGA Management, LLC, filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 22-20315) on May 9, 2022. MGA Management, LLC, is the fee simple owner of residential apartment buildings in Hartford, Connecticut, having a current value of $3 million. In the petition signed by Michael Ancona, member, the Debtor listed $3,041,461 in total assets and $1,452,000 in total liabilities. Judge James J. Tancredi oversees the case. Joseph J. D'Agostino, Jr., Esq., serves as the Debtor's counsel. MICHAEL BAKER: Moody's Affirms 'B2' CFR, Outlook Remains Stable --------------------------------------------------------------- Moody's Investors Service affirmed Michael Baker International, LLC's B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 rating on its $300 million senior secured first lien term loan due in 2028. The ratings outlook is stable. Affirmations: Issuer: Michael Baker International, LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B2 (LGD4) Outlook Actions: Issuer: Michael Baker International, LLC Outlook, Remains Stable The affirmation of the ratings reflects Moody's expectation for about breakeven free cash flow through 2023, limited by expected higher interest expense because of higher interest rates and about steady credit metrics. However, cost inflation including for skilled labor and sizable recurring distributions to its financial sponsor will constrain growth in free cash flow. The stable outlook reflects Moody's expectations of steady demand that will support modest revenue growth at about steady margins and that liquidity will remain adequate. There are no debt maturities before 2026. RATINGS RATIONALE The B2 CFR reflects the company's modest free cash flow generation, moderate leverage of about 4.25x and the company's defensible position in the fragmented market for engineering design services. The company's operating history and longstanding customer relationships enable competitive yet profitable pricing of contracts such that EBITDA margins will remain above 10%. The rating also reflects Moody's expectation that the higher interest burden that accompanies the increasing interest rate environment will limit meaningful increases in annual free cash flow which could lead to increasing reliance on the revolving credit facility. Moody's considers Michael Baker's liquidity to be adequate though with limited cushion. The company holds little cash and Moody's projects about breakeven free cash flow; however, the company has significant availability on its revolving credit facility that expires in 2026 and its debt capital matures in 2028. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company is unable to sustain recurring positive free cash flow from 2023, if EBITA/interest coverage does not approach 2.0x or if Moody's expects Debt/EBITDA to approach 6.0x. The ratings could be upgraded if the company sustains annual free cash flow generation above $10 million, it no longer utilizes its revolver and maintains Debt/EBITDA near 4.0x. Headquartered in Pittsburgh, Pennsylvania, Michael Baker International, LLC ("Michael Baker") specializes in engineering, planning, and consulting services for civil infrastructure projects such as highways, dams, bridges, and water systems. Moody's estimates that Michael Baker's revenues will be around $750 million in 2022. The company is majority-owned by DC Capital Partners, LLC. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. NATIONAL CINEMEDIA: Moody's Cuts CFR to Caa3, Outook Negative ------------------------------------------------------------- Moody's Investors Service downgraded National CineMedia, LLC's (NCM or National CineMedia) ratings, including the Corporate Family Rating to Caa3 from Caa1 and changed the rating outlook to negative from stable. The downgrades and change in outlook to negative reflect NCM's weak liquidity, high likelihood of a covenant breach as soon as March 2023 and refinancing risk with two almost fully drawn revolvers maturing in June 2023. A difficult macro environment, weak advertising demand and the recent bankruptcy filing of NCM's primary exhibitor partner will make it difficult for NCM to improve earnings to a level that is supportive of its current capital structure, which Moody's views as untenable. High leverage and negative free cash flow create elevated risk of a balance sheet restructuring including a distressed exchange. Downgrades: Issuer: National CineMedia, LLC Corporate Family Rating, Downgraded to Caa3 from Caa1 Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD Senior Secured Bank Credit Facility, Downgraded to Caa2 (LGD3) from B3 (LGD3) Senior Secured Regular Bond/Debenture, Downgraded to Caa2 (LGD3) from B3 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to Ca (LGD6) from Caa3 (LGD6) Outlook Actions: Issuer: National CineMedia, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE National CineMedia's Caa3 CFR reflects its heavily levered capital structure that Moody's views as unsustainable, refinancing risk, weak liquidity, weak operating performance to-date and uncertainty around the timing and extent of a rebound in advertising spending in a difficult macroeconomic environment. Following the promising early signs of recovery from the pandemic in the second half of 2021, admissions in the first half 2022 were hampered by the emergence of the Omicron variant in December 2021, which reduced the pace at which customers began returning to movie theatres. However, due to the stronger movie slate in 2022, which includes several franchise titles across film genres that generally perform well at the box office, Moody's believes domestic ticket sales can potentially reach $7.75 - $8.5 billion, or 68%-80% of 2019's domestic box office. Moody's expects NCM's revenues, earnings and cash flows in 2022 to be well below pre-pandemic levels, with a further recovery in 2023. Moody's also expects the company's leverage to be very high, around 20x (Moody's adjusted) by the end of 2022, up from the pre-pandemic level of 4.2x as of LTM March 2020. The ratings are also constrained by the weak creditworthiness of its founding members and network exhibitor partners. There is substantial uncertainty surrounding NCM's founding member and primary exhibitor partner Regal CineMedia Holdings, LLC (Regal), owned by Crown UK Holdco Limited, a subsidiary of CineWorld Group plc, that filed for bankruptcy last month. Regal contributed nearly 30% of NCM annual network attendance pre-pandemic. Creditworthiness of NCM's other exhibitor partners, including Cinemark (CineMark USA, Inc., B3 positive), AMC (AMC Entertainment Holdings, Inc., Caa2 positive) has also weakened during the pandemic, which elevates the risk of business and structural disruptions if these companies need to restructure their operations. The deterioration of the exhibitor partners' financial health elevates the risk of permanent closures of less productive theaters. A reduction in the number of theatres could lead to reduced attendances and lower advertising revenues for the company, but this risk is mitigated by the excess theatre capacity within the industry. The founding members' (Regal, AMC and Cinemark) theaters represent the lion's share of the company's network – 79% of NCM's total screens and 80% of total attendance in its network for 2021. These credit challenges are counterbalanced by NCM's good market position within its niche of on-screen advertising at movie theaters which historically supported strong EBITDA margins of roughly 50%. NCM's business benefits from its long-term contracts with the largest cinema owners in the US, who are also major shareholders. LIQUIDITY NCM's liquidity is weak, constrained by negative operating cash flows, no material remaining availability on the revolver and the need to extend covenant relief beyond its current expiration. As of June 30, 2022, the availability under NCM's $175 million revolver was $6.8 million, net of $167 million outstanding and $1.2 million in letters of credit. NCM's $50 million incremental revolver was fully drawn. Both revolvers mature on June 20, 2023. As of June 30, 2022 NCM LLC had $57.7 million cash, and holdco NCM, Inc had $15.4 million cash. NCM continues to burn cash every quarter since the onset of the pandemic, and Moody's expect that cash balances will be further reduced at the end of Q3 2022. Moody's also expect that in 2023 NCM's free cash flow will turn positive, but it will not be sufficient to enable NCM to pay revolvers in full at maturity. Under NCM's credit agreement, failure to repay borrowings under the revolvers at maturity would result in an event of default for the term loans, which would allow a majority of the lenders under the credit agreement to accelerate the maturity of the principal amounts of outstanding term loans to become due and payable. It would also result in an event of default for the senior notes, which would allow the indenture trustee or senior note holders of each tranche of senior notes to accelerate the maturity to become due and payable. Unless extended, NCM's current covenant relief period ends in Q3 2023 and the covenant suspension period ends in December 2022. Starting in Q1 2023, NCM's revolver and term loan will be subject to a continuing maximum net total leverage ratio (as defined in the facility agreement) and a springing net senior secured leverage covenant. The springing net senior secured leverage covenant is in effect if the revolvers have an outstanding balance. The net total leverage covenant will be tested at 9.25x in March 2023 and will step down throughout the year to its prepandemic level of 6.25x in December 2023. The springing net senior secured leverage covenant will be tested at 7.25x in March 2023 and will step down throughout the year to 4.5x in December 2023. Moody's does not believe the company can comply with its leverage covenants and unless addressed a covenant breach is likely as early as Q1 2023. NCM management's plans include pursuing an amendment to its existing credit agreement to, among other things, extend the existing maturities and waivers of the financial covenants and obtaining additional debt financing through a loan from third parties, and/or NCM, Inc. Moody's assumes that NCM will take the necessary pro-active steps to ensure its continued access to external credit lines and covenant compliance. However, NCM's weak operating performance makes it more difficult to address the existing liquidity concerns in a difficult funding environment. STRUCTURAL CONSIDERATIONS NCM's debt instrument ratings reflect the probability of default of the company, as reflected in the Caa3-PD rating, and an average expected family recovery rate of 50% at default given the mix of secured and unsecured debt in the capital structure, and the particular instruments' ranking in the capital stack. NCM's $50 million and $175 million senior secured revolvers both due June 2023, as well as its $270 million senior secured first tranche term loan due June 2025, $50 million senior secured second tranche term loan due December 2024 and $400 million 5.875% secured notes due April 2028, are each rated Caa2, one notch above the CFR, reflecting their effectively senior ranking relative to the company's $230 million of 5.75% senior unsecured note due August 2026, which is rated Ca, one notch below the CFR. The negative outlook reflects Moody's view that the risk of default could increase further, or recovery prospects deteriorate if the company is unable to demonstrate progress improving earnings and free cash flow over the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS NCM's ratings could be downgraded if earnings or liquidity continue to erode or NCM is unable to remain compliant with financial covenants under its credit facility. The ratings could be downgraded if there is an increasing likelihood of a preemptive balance sheet restructuring, such as a distressed exchange, or a deterioration in creditors' recovery prospects. The ratings could be upgraded if leverage materially declines and liquidity improves driven by improved operating results or due to a sustained improvement in the capital structure. The principal methodology used in these ratings was Media published in June 2021. Headquartered in Centennial, Colorado, National CineMedia, LLC is a privately held joint venture operator of a leading digital in-theater advertising network in North America. National CineMedia, Inc. is NCM's publicly traded managing owner and held a 47.4% ownership interest in NCM as of May 9, 2022. The remaining 52.6% interest is split equally between the founding member theaters Cinemark Holdings, Inc. (25.4%), Regal CineMedia Holdings, LLC (23.7%) and AMC Entertainment, Inc. (3.5%). NEW TROJAN: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service downgraded New Trojan Parent, Inc.'s (dba "Careismatic") ratings including its corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3-PD. Moody's also downgraded its first lien bank credit facilities, which includes its senior secured revolving credit facility and senior secured first lien term loan B, to Caa1 from B2 and downgraded its senior secured second lien term loan to Caa3 from Caa2. The outlook is changed to negative from stable. The downgrade reflects the deterioration in Careismatic's operating performance, cash flow and credit metrics particularly its very high leverage. Careismatic's sales have been negatively impacted by intense competition and a softening of demand for medical scrubs from its pandemic driven peak and as retailers de-stock from their over-inventoried positions. In addition, the company's operating income and margins have continued to weaken due to increased legal, selling, distribution and shipping costs. As a result, Moody's adjusted debt/EBITDA rose above 10x for the LTM period ended June 2022 and material improvement is unlikely prior to the back half of 2023. The negative outlook reflects the challenges Careismatic faces in reversing the meaningful deterioration in profitability, cash flow and credit metrics given the intense competitive environment and inflationary pressures that the company is facing. The negative outlook also reflects Moody's view that without a meaningful recovery in operating performance and cash flow, Careismatic's capital structure could be unsustainable over the longer term. Downgrades: Issuer: New Trojan Parent, Inc. Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Gtd Senior Secured Revolving Credit Facility, Downgraded to Caa1 (LGD3) from B2 (LGD3) Gtd Senior Secured 1st Lien Term Loan B, Downgraded to Caa1 (LGD3) from B2 (LGD3) Gtd Senior Secured 2nd Lien Term Loan, Downgraded to Caa3 (LGD6) from Caa2 (LGD6) Outlook Actions: Issuer: New Trojan Parent, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Careismatic's Caa1 CFR reflects its very high leverage following its leverage buy-out at peak earnings in 2021. It also reflects its modest scale, narrow product focus on a single apparel category (predominantly medical uniforms and scrubs) and high customer concentration, which exposes the company to changes in retailer merchandising and pricing strategies. The ratings also reflect governance considerations including financial strategies that will be dictated by its private investment owners, including a tolerance for high leverage. While demand for medical uniforms is coming down from its pandemic related peak, normally overall demand is fairly stable given the category's low fashion risk and the replenishment nature of the product which typically drives a stable and predictable revenue stream. More recently, the medical uniforms market has seen new entrants that have disrupted the competitive landscape which is adding to the demand pressures Careismatic is facing. The company benefits from a portfolio of well-recognized brands within its market. The rating is also supported by the company's adequate liquidity which includes a long-dated capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would require sustained improvement in operating performance that would support leverage improving to a more sustainable level. An upgrade would also require an improvement in overall liquidity including consistently positive free cash flow generation and an increase in availability under its revolving credit facility. Quantitatively, the ratings could be upgraded with debt/EBITDA approaching 6.5x and EBITA/interest expense sustained above 1.25x. The ratings could be downgraded if the company's relationships with key customers deteriorate or if its overall operating performance or liquidity weakens more than expected including lower than expected revolver availability or free cash flow deficits that are larger or longer than anticipated. The ratings could also be downgraded if the probability of default increases for any reason. New Trojan Parent, Inc. is the parent company of Careismatic Brands, Inc., which designs and distributes medical and school uniform apparel and related products globally. Careismatic operates using various trademarks including Cherokee and Dickies. The company is owned by the private equity firm Partners Group. The principal methodology used in these ratings was Apparel published in June 2021. NMDC HOME: Claims Will be Paid from Property Sale/Refinance ----------------------------------------------------------- 1613 Eastern Avenue Inc., Creditor of NMDC Home Improvement LLC, filed with the U.S. Bankruptcy Court for the District of Maryland a Plan of Reorganization and Disclosure Statement for the Debtor dated October 11, 2022. Class 1 Claim shall consist of the Allowed Secured Claim of 1613 Eastern Avenue Inc, in the approximate amount of $475,000.00. The Class 1 Claim is secured by the real property and improvements located at 3912 Walnut Avenue, Baltimore, MD 21206. The Class 1 Claim is Impaired. In complete satisfaction, discharge, and release, the Debtor shall pay the Class 1 Claimant $350,000 or surrender the 3912 Walnut Avenue, Baltimore, MD 21206 property to Class 1 Claimant. Payment or surrender of the property shall occur on the Effective Date of the Plan. If the Debtor surrender's the property, the Debtor will execute a deed in lieu foreclosure to the Class 1 Claimant. If treatment is completed, there will be no Deficiency Claim owed to the Class 1 Claimant. Class 2 shall consist of the General Unsecured Claims. This includes any and all Deficiency Claims from lenders on the Debtor's properties. There are currently no known Class Two claims. In complete satisfaction, discharge, and release, the Debtor shall make quarterly payments, which after 5 years (20 total payments), would represent 50% of the amount owed to the Class 2 Claims. The amount shall be paid on a pro rata basis for 5 years. The Plan will be funded by the refinance or sale of property at 3912 Walnut Avenue, Baltimore, MD 21206. The Creditor will receive payment from the income generated by a refinance of the property or the sale of the property. The Debtor's agent has evaluated and appraised the property. Based upon those projections the Class 1 Claim is Impaired. A full-text copy of the Plan of Reorganization dated October 11, 2022, is available at https://bit.ly/3geilKk from PacerMonitor.com at no charge. Counsel for the Creditor: Jason A. Ruben, Esq. Law Office of Ruben & Ruben LLC Bar# 21122 300 E. Lombard St., Suite 840 Baltimore, Maryland 21202 (240) 641-8572 (telephone) jruben@rubenandruben.com About NMDC Home Improvement NMDC Home Improvement LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-10785) on Feb. 16, 2022, listing as much as $1 million in both assets and liabilities. Michael Coleman, member, signed the petition. Aryeh E. Stein, Esq., at Meridian Law, LLC serves as the Debtor's legal counsel. NORTHERN HOSPITAL: Moody's Lowers Revenue Bond Rating to Ba1 ------------------------------------------------------------ Moody's Investors Service has downgraded Northern Hospital District of Surry County's (NC) revenue bond rating to Ba1 from Baa3. The outlook remains negative. Northern Hospital District of Surry County has approximately $39 million of debt outstanding. RATINGS RATIONALE The downgrade to Ba1 reflects Northern Hospital District of Surry County's (NHSC) material decline in operating performance in fiscal 2022, resulting in negative operating cash flow and Moody's expectation that financial performance will remain weak in 2023. Moody's expect that the organization's debt service coverage will be thin this year and next. Weak operating performance is attributable to elevated expense pressures resulting from an electronic record implementation, labor shortages, and inflation. While the latter two challenges are consistent with the sector, the severity of NHSC's operating losses and decline in unrestricted cash is higher than usual. Furthermore, ongoing labor pressures and COVID disruptions, as well as revenue cycle issues will make it difficult to achieve financial improvements quickly. Despite these challenges, NHSC will continue to benefit from minimal direct competition in the immediate area. Additionally, NHSC's cash levels remain favorable, with over 100% cash to debt. RATING OUTLOOK The negative outlook reflects the severity of cashflow and unrestricted cash losses through the first three quarters of 2022 and uncertainty about the pace of improvement, given ongoing and significant labor challenges. Moody's expect debt service coverage will be weak in fiscal 2022 and fiscal 2023. Further, a decline in cash below total debt could result in additional negative rating pressure. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING Material and sustained improvement in operating performance, improving financial covenants headroom Meaningful and sustained liquidity growth Significant expansion of service lines or geographic reach resulting in overall growth and revenue diversification FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING Failure to adhere to financial covenants Inability to improve financial performance Further weakening of unrestricted cash LEGAL SECURITY The hospital revenue bonds are secured by a pledge of the net revenues of the Hospital. The only covenant per the Master Trust Indenture is a 1.20 times debt service coverage ratio measured annually. Remedies include consultant call if below 1.20 times coverage and an Event of Default if below 1.0 times for two consecutive years. PROFILE Northern Hospital District of Surry County is a public stand-alone hospital, comprised of 133 beds and located in Mount Airy in Surry County, NC serving Surry County in North Carolina as well as Carroll and Patrick Counties in Virginia. The organization includes The Northern Surry Foundation for Better Health, Inc. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in December 2018. OUTSIDE CAPITAL: Subway Franchisees Seek to Continue Cash Access ---------------------------------------------------------------- Outside Capital, LLC, and affiliates that own three Subway restaurants ask the U.S. Bankruptcy Court for the District of Colorado for authority to continue using cash collateral in accordance with their respective budgets. The Debtors' bankruptcy filings were caused by several events. COVID-19 impacted the cash flow of the Debtors' Subway restaurants. The three Subway restaurants are the subject of an owner carry back note to which a debtor is a party. The holder of the owner carryback note has asserted there is a default under the note suing the Three Subways and Outside Capital. While the Debtors believe there are valid defenses to the litigation, the cost and risk associated with litigation also prompted the bankruptcy filing. The Debtors each maintain a secured loan whose lien arising therefrom could encumber the Debtors' "cash collateral". The liens are generally described as follows: a. OC 10753 Subway, LLC: U.S. Small Business Administration pursuant to a loan agreement dated on or around June of 2020. On July 4, 2020, the SBA filed its UCC-1 asserting a lien on substantially all of the Debtor's assets. b. OC 11097 Subway, LLC: the SBA pursuant to a loan agreement dated on or around June of 2020. On July 4, 2020, the SBA filed its UCC-1 asserting a lien on substantially all assets of the Debtor. c. 15019 Subway, LLC: the SBA pursuant to a loan agreement dated on or around June of 2020. On July 4, 2020, the SBA filed its UCC-1 asserting a lien on substantially all assets of the Debtor. d. Outside Capital: the SBA pursuant to a loan agreement dated on or around May of 2020. On June 6,2020, the SBA filed its UCC-1 asserting a lien on substantially all assets of the Debtor. The Court previously entered an order authorizing cash collateral access on a final basis. The Final Order authorized the Debtors to extend the budgeted cash collateral use period on notice with opportunity for a hearing solely to all secured creditors, the U.S. Trustee and the Subchapter V Trustee, by providing such parties with new budgets for additional monthly periods. The current cash collateral period expires October 2022. The Three Subways desire to continue using cash collateral in accordance with the budgets. A copy of the Debtors' motion and budgets are available at https://bit.ly/3VjfIHs from PacerMonitor.com. OC 10753 projects $29,000 in net sales and $27,023 in total expenses for October 2022. OC 11097 projects $38,000 in net sales and $35,975 in total expenses for the same month. OC 15019 projects $38,000 in net sales and $36,469 in total expenses also for October. About OC 10753 Subway Outside Capital LLC is a holding company that has an ownership interest in six Subway restaurants. Outside Capital and three of the restaurants -- OC 10753 Subway LLC; OC 11097 Subway LLC; and OC 15019 Subway LLC -- filed separate voluntary petitions for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 22-10999) on March 28, 2022. Joli A. Lofstedt serves as Subchapter V trustee. At the time of filing, OC 10753 Subway listed as much as $500,000 in both assets and liabilities. Judge Thomas B. McNamara oversees the cases. Wadsworth Garber Warner Conrardy, PC and AW Financial Services, LLC serve as the Debtors' legal counsel and accountant, respectively. PELCO STRUCTURAL: Wins Cash Collateral Access Thru Nov 30 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, authorized Pelco Structural, L.L.C. to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of funds, in which certain parties may assert an interest, to pay the day-to-day operating expenses associated with its business, maintain its property interests, make payments authorized by the Court, cover the administrative costs incurred in the case, and for such other expenses necessary to preserve the value of the Debtor's estate. Pelco Industries, Inc. claims an interest in the Debtor's cash on account of security interests granted by the Debtor prior to the Petition Date. Exelon Business Services Company, LLC also asserts an interest in certain of the Debtor's cash by virtue of supplementary proceedings on a prepetition judgment. Pursuant to the Cash Collateral Order, the Debtor is permitted to use cash collateral through the date which is the earliest to occur of (a) the occurrence of an Event of Default; or (b) November 30, 2022, subject to renewal by the entry of a further Order. The Budgeted expenses will not exceed 120% of the amount set forth for the respective expense category set forth in the Budget. An "Event of Default" will occur if the Debtor fails to perform fully and in a timely manner any provision, term, or condition of the Order. Upon the occurrence of an Event of Default, any person claiming an interest in cash collateral, including Industries and Exelon, will give notice to the Debtor, Industries, and Exelon describing the alleged Event of Default and stating that the Debtor's right to use cash collateral will automatically terminate if the Debtor does not cure such Event of Default within 10 business days. As adequate protection against any diminution in value of their validly perfected and unavoidable prepetition security interest or lien (if any) as a result of the use of cash collateral, Industries and Exelon will receive adequate protection in the form of Replacement Liens up to the value of that creditor's validly perfected and unavoidable prepetition security interest or lien (if any) as of the Petition Date. Subject to the Carve-Out, the Replacement Liens will be (i) first priority perfected liens on all of the Post-petition Collateral as to which such relevant creditor had a valid and perfected first priority lien or security interest as of the Petition Date; and (ii) junior perfected liens on all Post-petition Collateral that is subject to a validly perfected lien or security interest with priority over such creditor's liens or security interests as of the Petition Date, in the same priority as existed prior to the Petition Date. The Carve-Out means: (i) statutory fees payable to the United States Trustee; (ii) fees payable to the clerk of the Bankruptcy Court; (iii) reasonable and documented expenses payable to any statutory committee appointed in the case; and (iv) professional fees and expenses incurred by professionals retained by the Debtor pursuant to 11 U.S.C. sections 327(a) and 1103 and allowed by the Court. The Replacement Liens are deemed valid and perfected without the need to file any document as may otherwise be required by law. As additional adequate protection, to the extent that the Replacement Liens prove insufficient to provide adequate protection against any diminution in value of their validly perfected and unavoidable prepetition security interest or lien, Industries and Exelon are granted allowed superpriority administrative expense claims. A further hearing on the matter is scheduled for November 10 at 10 a.m. A copy of the order is available at https://bit.ly/3g1AQSo from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3yvKpPO from PacerMonitor.com. The Debtor projects $2,099,500 in total revenue and $1,598,675 in total cost of goods sold. About Pelco Structural LLC Pelco Structural LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 21-11926) on July 16, 2021. In the petition signed by Stephen P. Parduhn, president and CEO, the Debtor disclosed up to $50 million in both assets and liabilities. Clayton D. Ketter, Esq., at Phillips Murrah P.C. is the Debtor's counsel. Pelco Industries, Inc., as lender, is represented by Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, P.C. Exelon Business Services Company, LLC, as lender, is represented by Kiran A. Phansalkar, Esq. at Conner & Winters, LLP; and Charles S. Stahl, Jr., Esq., and Joseph P. Kincaid, Esq., at Swanson, Martin & Bell, LLP. PHOENIX SERVICES: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Phoenix Services Topco, LLC and its affiliates. The committee members are: 1. Boyd Company Attn: Ms. Karen Ferris, General Credit Manager 10001 Linn Station Road Louisville, KY 40223 Phone: (502) 774-4441 Email: KarenFerris@BoydCAT.com 2. Alta Construction Equipment Illinois, LLC Attn: Mr. Andrew Rundle, Director of Finance 13211 Merriman Road Livonia, MI 48150 Phone: (248) 449-6700 Email: andrew.rundle@altg.com 3. Tredroc Tire Services LLC Attn: Mr. Chris DiGiorgio, Chief Financial Officer 2450 Lunt Avenue Elk Grove Village, IL 60007 Phone: (630) 706-1109 Email: cdigiorgio@redroc.com 4. Cintas Corporation Attn: Mr. Jamie Ramsey Deputy General Counsel - Litigation Phone: (513) 972-2026 Email: ramseyj@cintas.com 5. Midwest Operating Engineers Pension Trust Fund Attn: Mr. Thomas M. Bernstein Fund Administrator c/o Elizabeth A. LaRose Phone: (708) 579-6666 Email: elarose@local150.org Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Phoenix Services Topco Phoenix Services Topco, LLC provides a suite of services to global steel-producing companies, primarily including the removal, handling, and processing of molten slag at customer sites, as well as the preparation and transportation of metal scraps, raw materials, and finished products. Phoenix Services Topco, LLC and 8 affiliates, including Phoenix Services Holdings Corp., sought protection under Chapter 11 of the U.S. Bankruptcy Code on Sept. 27, 2022. Phoenix Services Topco, LLC is the lead case (Bankr. D. Del. Lead Case No. 22-10906). In the petitions signed by Robert A. Richard, chief financial officer, Phoenix Services Topco disclosed up to $1 billion in both assets and liabilities. Judge Mary J. Walrath oversees the cases. The Debtors tapped Weil, Gotshal, and Manges LLP as legal counsel; AlixPartners, LLP as financial advisor; PJT Partners, Inc. as investment banker; and Stretto as claims and noticing agent. Barclays Bank PLC, as DIP/First Lien Group lender, is represented by Gibson, Dunn & Crutcher LLP. Credit Suisse Loan Funding LLC, as DIP Lender, is represented by Pachulski Stang Ziehl & Jones LLP. POWER HOME: Pink Energy Files for Chapter 7 Liquidation ------------------------------------------------------- John Downey of the Charlotte Business Journal reports that shuttered and financially strapped Pink Energy has filed for bankruptcy liquidation, claiming it has more than $138 million in debts and at least $100 million in assets. The Mooresville-based company, which shut down Sept. 21, 2022 has blamed its financial problems on failed home solar installations for thousands of customers that it says were caused by defective equipment from Generac Power Systems (NYSE: GNRC). Pink Energy sued Generac in Virginia federal court in August, contending the company had cost it $155 million in lost revenue before the shutdown. A Generac spokeswoman has blamed at least some of the problems on faulty installations, but the company has not filed a formal response as yet. Pink Energy asked Oct. 7, 2022 that the suit be stayed while the parties determine whether the case should be made part of the bankruptcy estate as a result of its Chapter 7 liquidation filing and “where this case should be adjudicated.” Pink Energy is being investigated by attorneys general in North Carolina, Virginia, Missouri and Ohio. Ohio Attorney General Dave Yost has already filed suit against Pink Energy, alleging violations of the state's Consumer Sales Practices Act. Pink Energy CEO apologizes in postings on LinkedIn The Charlotte Business Journal has been unable to contact former CEO Jayson Waller or any other former top executives of Pink Energy since a few days before the company shut down. Waller made two postings late last week on LinkedIn. "I'm sorry we couldn't get all our customers fixed, and I'm sorry we had to close our doors and lay off 2,100 employees," he said in one of the posts. "The events leading up to this point came fast and furious. We spent over $50 million in services (for malfunctioning systems) in just a few months, with not much help or payments from Generac." In a second post, he said the executives "gave millions to stay open as long as we could and pay our employees." "Let me also say since we started laying people off in April 2022 the executives took no pay and haven't since," Waller wrote. "Seven months of our pay (was) re-invested to help fix this horrible problem." Company's problems cause earnings impairment for Sunlight Financial The debts listed in the filing made by Pink Energy on Oct. 7 are preliminary estimates. For instance, the filing lists as “unknown” the amount owed to creditor Charlotte-based Sunlight Financial Holdings Inc. Sunlight has been a lending partner for Pink Energy, formerly known as PowerHome Solar, for years. Two weeks ago, Sunlight (NYSE: SUNL) warned it would take an impairment charge of at least $30 million on its third-quarter earnings to account for advances made to Pink Energy on installation projects which it was no longer certain would be repaid. The filing also lists as "unknown" the amount that may be owed to the U.S. Internal Revenue Service. Who are the largest creditors listed in Chapter 7 liquidation? The filing says Pink Energy owes JPMorgan Chase Bank almost $80.6 million in a loan secured by property. Among the unsecured creditors, the largest is Meta Platforms Inc. (NASDAQ: META), which is owed $4.56 million. That's apparently for the ubiquitous ads Pink Energy ran on Facebook. After that is the U.S. Department of Labor Wage and Hour Division in Raleigh, owed $3.64 million; Silfab Solar Inc., a Canadian solar equipment manufacturer, owed $3.61 million; and CED Greentech, an Atlanta-based wholesale distributor, owed $2.62 million. The creditor companies in North Carolina owed the most are City Electric Supply of Greensboro, owed $425,897.11, and King Tut Graphics LLC of Raleigh, owed $274,129.74. The company's actual assets are not listed in this initial filing. Pink Energy simply marked a box that says it has $100 million to $500 million in assets. In the same statistical section of the filing, it lists its creditors as being owed from $100 million to $500 million in debt. Former execs say they are owed more than $1.2 million The filing does not seek to reorganize the company to continue operations, as would a filing under Chapter 11. It simply seeks to liquidate the company. Co-founders Waller, who lives in Davidson, and Kevin Klink, the company's CFO who lives in Mooresville, are listed among the largest individual creditors. Each are owed $442,714.88, the filing says, which may represent the unpaid executive salaries Waller referred to in his online posting. Also listed as a creditor is Stephen Murphy of Fort Lauderdale, Florida, who was Pink Energy's chief operating officer. He is owed $340,543.92, the filing says. Pink Energy's parent company, Renewable Clean Energies LLC — also owned by Waller and his partners — voted on Oct. 6, 2022 to file for Chapter 7. "The company has insufficient funds to continue to operate without additional financing," the official record of the vote states. "The company's lender has refused to accommodate requests for additional credit and … alternative financing to continue operations is not available to the company." Long success — followed by layoffs, then lawsuits Pink Energy has for several years been a fixture on CBJ's Fast 50 list of fastest-growing private companies in the Charlotte region and the Inc. 5000 list of the fastest-growing private companies in the nation. Through the spring and summer, Waller and Pink Energy were very public about their efforts to continue operations. The company started 2022 with 2,100 employees. Then, starting in April, it announced rounds of layoffs involving about 600 total workers. In mid-September 2022, the company laid off another 500 workers. The final 1,000 workers were terminated Sept. 21, 2022. There have been at least two class-action lawsuits filed against Pink Energy by employees, who say they were terminated without federally required notice that the company was closing down and laying off its workers. There have also been a number of lawsuits filed by customers alleging their systems did not operate as promised or that Pink Energy exaggerated the benefits and cost savings. About Pink Energy Pink Energy is a a Mooresville, North Carolina-based solar installer. Power Home Solar LLC, doing business as Pink Energy, sought protection under Chapter 7 of the U.S. Bankruptcy Code. It listed more than $138 million in debts and at least $100 million in assets. Debtor's counsel: Joseph W. Grier, III Grier Wright Martinez, PA 704-375-3720 jgrier@grierlaw.com The Chapter 7 trustee: Jimmy R. Summerlin, Jr Young, Morphis, Bach & Taylor, LLP P.O. Drawer 2428 Hickory, NC 28603 RENEWABLE ENERGY: Seeks to Hire Windham Brannon as Accountant ------------------------------------------------------------- Renewable Energy Holdings of Georgia, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Windham Brannon, LLC as its accountant. The firm will prepare the Debtor's tax returns and provide other accounting needs during this case. The firm's present fee rates are $175 to $610 per hour for accountants and $170 to $230 per hour for administrative staff. Windham Brannon is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Nicole Suk Windham Brannon, LLC 3630 Peachtree Road, NE Ste 600 Atlanta, GA 30326 Phone: 404-898-2000 Fax: 404-898-2010 Email: nsuk@windhambrannon.com About Renewable Energy Holdings of Georgia Renewable Energy Holdings of Georgia, LLC specializes in hauling, disposal, and recycling of construction demolition waste with its principal place of business located at 375 Industrial Park Road, Cartersville, Georgia 30121 and its headquarters located at 2859 Paces Ferry Road, Suite 1150, Atlanta, GA, 30339. Renewable Energy Holdings of Georgia sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-41005) on Aug. 26, 2022. In the petition filed by Carson Cash King, authorized representative, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Cameron M. McCord, Esq. at Jones & Walden, LLC is the Debtor's counsel. SAUK PRAIRIE: Moody's Upgrades Revenue Bond Rating to Ba2 --------------------------------------------------------- Moody's Investors Service has upgraded Sauk Prairie Healthcare, Inc.'s (WI) revenue bond rating to Ba2 from Ba3. The outlook is stable. The system has $57 million of debt outstanding at fiscal yearend 2022. RATINGS RATIONALE The upgrade to Ba2 reflects Sauk Prairie Healthcare's (SPH) maintenance of consistent and stable operating performance and improved days cash and cash to total debt, despite elevated expenses driven by industry wide labor shortages, inflationary supply pressures, and continued pandemic-related volume disruptions. Additionally, the rating favorably incorporates improved headroom to financial covenants given recent changes to private bank covenants. SPH's operating performance will be supported by continued growth of specialty service lines, as well as increased reimbursement as a result of converting several operating clinics to rural health designated centers. Unrestricted cash and investments are expected to provide for adequate operating and debt cushion, given manageable capital spending plans. Offsetting considerations include elevated competitive risks given the hospital's small size and proximity to the competitive and tertiary Madison market. Additionally, SPH's high financial leverage position, as measured by high total debt-to-revenue and total debt-to-cash flow, will remain a credit challenge. However, adjusted debt metrics remain solid relative to peers due to a defined contribution benefit plan and minimal lease obligations. RATING OUTLOOK The stable outlook reflects the expectation of consistently solid operating performance through expansion of both specialty service lines and primary care growth, despite an upcoming IT implementation in fall 2022 and industry wide labor challenges. The outlook also assumes that manageable capital spending plans will allow for continued balance sheet strengthening. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING Material deleveraging of balance sheet Significant enterprise growth and maintenance of solid operating performance Meaningful growth in liquidity FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING Reduced covenant headroom or covenant breach Sustained weakened of operating performance, liquidity or debt metrics Change in market dynamics that challenges volumes and revenue growth LEGAL SECURITY The Series 2013A bonds are secured by a joint and several security interest in Pledged Revenues of the Obligated Group and a mortgage on SPH. Sauk Prairie Memorial Hospital, Inc. is the only member of the Obligated Group. The Series 2013B bonds were recently refinanced with privately placed Series 2022A bonds. The new bonds reduced the days cash on hand bond covenant minimum to match the MTI; resulting in a reduction in the covenant for minimum days cash on hand covenant from 125 to 100 days cash on hand. The Series 2022A bonds removed the quarterly Fixed Charge Ratio covenant and do not require a Debt Service Reserve Fund. MTI covenants include a minimum cash on hand of 100 days, and a minimum historical debt service coverage ratio of 1.25x, both covenants are measured on a rolling twelve months. Sauk Prairie Healthcare maintains adequate coverage to both covenants. PROFILE SPH is a 36 staffed bed hospital located in the Village of Prairie du Sac, WI. Prairie du Sac is located approximately 27 miles northwest of downtown Madison. While SPH competes with the three health systems based in Madison, the hospital also maintains referral partnerships with all three Madison providers and contracts with each of their respective provider-owned health plans. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in December 2018. SAVANNAH CAPITAL: Seeks to Hire Land Unlimited Inc. as Realtor -------------------------------------------------------------- Savannah Capital, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Land Unlimited, Inc. as realtor. The firm will market and sell the Debtors' real properties located at 307 S. Terrel Street, Metter, GA, and Trapnell Street, Metter, GA. The firm will be paid a commission of 6 per cent of the sales price. William Clayton Tillman, a member at Land Unlimited, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William Clayton Tillman Land Unlimited, Inc. 113 Ridgewood Park Drive South Richmond Hill, GA 31324 Tel: (912) 547-4290 Fax: (912) 727-4298 Email: Clayton@landunlimited.com About Savannah Capital, LLC Savannah Capital, LLC, is an asset management company based in Savannah, Ga. Savannah Capital and its affiliate, New Broughton Street, LLC, sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 22 01431) on April 11, 2022. In the petitions filed by Kris Callen, as manager, both Debtors listed up to $50,000 in assets and up to $10 million in liabilities. Judge Catherine Peek McEwen oversees the case. Jake C. Blanchard, Esq., at Blanchard Law, P.A. is the Debtor's counsel. SCREENVISION LLC: Moody's Alters Outlook on 'Caa1' CFR to Negative ------------------------------------------------------------------ Moody's Investors Service affirmed Screenvision, LLC's ratings, including its Corporate Family Rating at Caa1, and changed the rating outlook to negative from stable. The outlook change to negative reflects Screenvision's weak liquidity and operating performance as ad spending continues to lag cinema attendance. Although Moody's expects Screenvision's operating performance to improve and free cash flow to turn positive in 2023, there is uncertainty about the company's ability to refinance its $10.5 million revolver maturity before its expiration in January 2024 and address the upcoming maturity of its $25 million incremental loan (unrated, with $3 million outstanding at 2Q 2022) coming due on December 31, 2022. Affirmations: Issuer: Screenvision, LLC Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD Senior Secured first lien revolver due 2024, Affirmed at Caa1 (LGD3) Senior Secured first lien term loan due 2025, Affirmed at Caa1 (LGD3) Outlook Actions: Issuer: Screenvision, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE Screenvision's Caa1 CFR reflects its weak liquidity, high leverage, uncertainty about the timing and extent of a rebound in cinema ad spending and heightened refinancing risks amid a tight funding environment. The rating is also constrained by the weak creditworthiness of exhibitor partners, secular trends within the cinema industry that may continue to lead to declining attendance in the longer term. Moody's expects Screenvision's revenues, earnings and cash flows in 2022 to be well below pre-pandemic levels, with a further recovery in 2023. Moody's expects the company's leverage to improve to around 5x (Moody's adjusted) by the end of 2023 driver by EBITDA improvement, which is still down from the pre-pandemic level of 2.5x and (including Moody's standard adjustments) as of FY2019. As of LTM June 2022, Moody's adjusted Debt/EBITDA was negative because of negative earnings while debt was largely flat with 2019. Nevertheless, Screenvision garners support from its well-established market position for on-screen cinema advertising and its long-term contracts with cinema owners, which provide some stability to cash flows when ad spending and cinema attendance recovers. The company is one of the top two leading providers of in-theater on-screen advertising in the United States. Exhibitors and advertisers benefit from the national scale and geographic reach that the company's platform provides. Screenvision has a relationship with one of the top three cinema exhibitors in the United States (AMC Entertainment Holdings, Inc., Caa2 positive). Screenvision is not directly exposed to Regal theaters, whose owner Crown UK Holdco Limited filed for Chapter 11 bankruptcy in the US last month. LIQUIDITY Screenvision liquidity is weak, constrained by a low cash balance, small and fully drawn revolver that will become current within three months and negative operating cash flows while operating performance remains weak. Screenvision's free cash flow was negative $19 million as of LTM June 2022. The company's cash balance was $4 million as of June 30, 2022, after several quarters of cash burn during the temporary theatre closures during COVID and weaker than anticipated recovery in 2021-2022. Moody's expects free cash flow to turn positive in 2023 though still less than half of pre-pandemic levels. Screenvision's $10.5 million revolver due January 2024 is fully drawn. It is also small relative to Screenvision's size and seasonality of cash flows (because of the timing difference between the collection of its accounts receivables and payment of various expenses including interest expense and network access fees). Following the June 2022 credit facility amendment, the revolver is no longer subject to a financial covenant or minimum liquidity requirement. Screenvision faces the maturity of its $25 million incremental term loan (unrated, with $3 million drawn currently) due December 2022 and revolver expiration in January 2024. STRUCTURAL CONSIDERATIONS Screenvision's first lien credit facility comprised of a $10.5 million revolver due January 2024 and $175 million loan due July 2025 ($144 million outstanding as of June 30, 2022) are each rated Caa1, reflecting the company's Caa1-PD Probability of Default Rating, an average expected family recovery rate of 50% at default given the covenant-lite structure and the particular instruments' ranking in the capital stack. The negative outlook reflects weak liquidity, Moody's expectation for improving but still weak earnings over the coming year and refinancing risk. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the probability of default increases, including increased refinancing risk, or if earnings deteriorate or liquidity weakens, including weaker than expected free cash flow. The ratings could be upgraded if Screenvision improves its earnings and cash flow such that Debt-to-EBITDA is expected to be sustained under 6x (Moody's adjusted), the company improves its liquidity, near term debt maturities are addressed, and the demand environment is supportive of revenue and earnings growth. Screenvision, headquartered in New York City, is a privately owned operator of a leading in-theater advertising network in the United States. The company is majority-owned by affiliates of Abry (about 74%), with ownership stakes also held by AMC Entertainment and the company's management. The principal methodology used in these ratings was Media published in June 2021. STOCKTON GOLF: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- Stockton Golf and Country Club asks the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, for interim authority to use cash collateral and provide adequate protection. Specifically, the Debtor seeks authority to use cash collateral in which Bank of Stockton may assert an interest, through the week ending November 8, 2022, for necessary expenses in the amount of: $32,993, plus a 10% variance, for the week ending October 18, 2022; $136,741, plus a 10% variance, for the week ending October 25, 2022; and $50,997, plus a 10% variance, for the week ending November 1, 2022. The total requested expenditures through the week ending November 1, 2022, is $220,731 plus up to a 10% variance from the gross amount sought to be expended in the Budget for actual and necessary costs and expenses that must be expended to preserve the assets of the estate. The Debtor also seeks access to cash collateral in which Performance Food Service, Great America Financial Services Corporation, TCF National Bank, VGM Financial Services, a Division of TCF National Bank, Wells Fargo Bank, DLL Finance LLC, and Sysco Sacramento, Inc. may assert an interest on an interim basis through the week ending November 8, 2022, for necessary expenses in the amount of: $32,993, plus a 10% variance, for the week ending October 18, 2022; $136,741, plus a 10% variance, for the week ending October 25, 2022; and $50,997, plus a 10% variance, for the week ending November 1, 2022. Over the course of its first 100 years, the Debtor expanded to 18 holes, added a clubhouse and other recreational facilities, all in furtherance of its not-for-profit purpose. Then came a series of pivotal events, including a large increase in the cost of a new clubhouse, the Lehman Brothers recession, and COVID-19. These adverse events led to the Debtor's inability to continue making needed maintenance and paying its major secured lender Bank of Stockton. Prior to the Chapter 11 filing, the Debtor retained Russ Burbank of BPM, a financial advisor who major financial institutions routinely recommend to businesses in financial trouble as a financial advisor. An action plan generally involved negotiations with Bank of Stockton, a transparent marketing and sale process conducted by Leisure Investment Properties Group, a nationwide golf course broker, and procuring an appraisal of the Golf Course Property. An appraisal valued the Golf Course Property in January 2022 at $4,100,000, and the broker gave a Brokers Opinion of Value at $3,500,000. The Golf Course Property generates monthly income from golf activities, membership dues, banquets, and other activities, which generates cash collateral that is used to fund the Debtor's ongoing operations. On October 3, 2022, the Debtor requested a lien search from the California Secretary of State. The UCC-1 Creditors (which excluded Bank of Stockton) were shown in this search to have active UCC-1 financing statements that had not expired. The Bank of Stockton was shown to have an active UCC-1 financing statement on file with the California Secretary of State and was shown to be the earliest in-time filer of a UCC-1 financing statement. As adequate protection, the Debtor proposes to grant the Bank and the UCC-1 Creditors a replacement lien in the cash collateral of the Debtor to the same extent, validity, scope, and priority as the prepetition liens on cash collateral, if any, held by the Bank and the UCC-1 Creditors respectively. A hearing on the matter was set for October 14, 2022 at 11 a.m. A ruling has not been entered as of press time. A status conference has been scheduled for November 22 at 2:00 p.m. at Sacramento Courtroom 32, Department B. A copy of the Debtor's request is available at https://bit.ly/3TiAogR from PacerMonitor.com. About Stockton Golf and Country Club Stockton Golf and Country Club sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-22585) on October 11, 2022. Judge Christopher D. Jaime oversees the case. Thomas A. Willoughby, Esq., at Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP, is the Debtor's counsel. TEAM HEALTH: Moody's Lowers CFR to Caa3 & Unsecured Notes to Ca --------------------------------------------------------------- Moody's Investors Service downgraded Team Health Holdings, Inc.'s Corporate Family rating to Caa3 from Caa1, Probability of Default Rating to Caa3-PD from Caa1-PD, senior secured debt rating to Caa2 from B3 and the rating of unsecured notes to Ca from Caa3. The outlook remains stable. The downgrade of Team Health's ratings reflects significant refinancing risk as the company's large debt maturities come due in the next 2 years. The first among the company's significant debt maturities is the $300 million bank revolving credit facility, which is scheduled to expire on November 6, 2023. Moody's believes that banks are unlikely to extend the revolver's expiration past the due date of a portion of senior secured term loan (non-extended portion -$1.2 billion outstanding), which is due on February 6, 2024. Consequently, the risk of the company's entire debt capital structure coming due at the time of revolver refinancing is a material credit risk. Given all of these factors as well as the challenging capital market conditions, the downgrade reflects the risk that the company will pursue a transaction that Moody's considers to be a distressed exchange and hence a default under Moody's definition. Governance risk considerations are material to the rating action. The company's financial leverage remains very high at a time when access to capital markets has worsened due to economic conditions. Moreover, the debt maturities of secured versus unsecured debt are currently structured in a way that makes the company's capital structure untenable. Ratings downgraded: Issuer: Team Health Holdings, Inc. Corporate Family Rating, downgraded to Caa3 from Caa1 Probability of Default Rating, downgraded to Caa3-PD from Caa1-PD Senior Secured Bank Credit Facilities, Downgraded to Caa2 (LGD3) from B3 (LGD3) Senior Unsecured Notes, Downgraded to Ca (LGD6) from Caa3 (LGD6) Outlook Actions: Issuer: Team Health Holdings, Inc. Outlook, remains stable RATINGS RATIONALE Team Health's Caa3 CFR reflects the company's very high financial leverage, challenging operating environment, and continuing high refinancing risk. The operating challenges include less than full recovery of business volumes following the COVID-19 pandemic, an ongoing dispute with some commercial insurers, and the company's exposure to an unfavorable shift in payor mix. Moody's estimates that the company's leverage will remain in the mid-7.0 to 8.0 times range in the next 12-18 months. Team Health's ratings benefit from its large scale and strong competitive position in the highly fragmented physician staffing industry. Team Health's liquidity is weak. Moody's expects that the company will generate $100- $125 million in free cash flow in the next 12 months. At the end of June 2022, Team Health had about $339 million in cash and approximately $287 million in availability under its $300 million bank revolving credit facility. The company's revolver is scheduled to expire on November 6, 2023. In terms of cash needs, the company needs to pay down approximately $25 million per year of debt (1% mandatory amortization on its term loan B). In addition, team Health will need to redeem at least $464 million of unsecured notes before early November 2024 to avoid the maturity of the extended portion of the term loan (-1.4 billion due 2027) to spring ahead of unsecured notes maturity. The company's senior secured credit facilities (comprised of the revolver and term loan) are rated Caa2. The Caa2 instrument rating reflects the senior secured credit facilities' priority claim on assets and benefits from the cushion provided by the unsecured notes which are rated Ca. The unsecured notes' Ca rating reflects their junior position in the capital structure and the fact that they would absorb losses ahead of the senior secured credit facilities. ESG considerations are material to the rating. Social considerations are material, given the substantial implications for public health and safety. As a healthcare service provider, social risks include exposure to labor and wage pressures as the company's business is dependent on the availability of skilled human capital (physicians). The company faces substantial implications of demographic and societal trends as the US population ages and demand for care shifts over time. Given the high exposure to government payors, Team Health is exposed to unfavorable changes to payors' reimbursements and regulatory changes. Governance risk considerations include the company's aggressive financial policies demonstrated by high financial leverage and the increased risk of the entire capital structure coming due at the time of revolver refinancing (i.e. in the next 12 months). Moody's expects the company's financial policies to remain aggressive reflecting its ownership by a private equity investor (Blackstone Inc.). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company's liquidity deteriorates, free cash flow becomes negative, or if the company fails to address the refinancing risks well in advance of scheduled maturities. Ratings could also be downgraded if the company pursues a transaction that Moody's considers to be a distressed exchange and hence a default under Moody's definition. The ratings could be upgraded if Team Health addresses the refinancing risk. Additionally, improved clarity and positive outcomes in relation to contract negotiations with UnitedHealth could also support a rating upgrade. Team Health Holdings, Inc. is a provider of physician staffing and administrative services to hospitals and other healthcare providers in the U.S. The company is affiliated with more than 15,000 healthcare professionals who provide emergency medicine, hospital medicine, anesthesia, urgent care, pediatric staffing and management services. The company also provides a full range of healthcare management services to military treatment facilities. Net revenues are approximately $4.6 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. TERRAFORM GLOBAL: Moody's Affirms Ba3 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Terraform Global Operating LP (Terraform Global or TGO), including its Ba3 corporate family rating, Ba3 senior unsecured rating and Ba3-PD Probability of Default rating. TGO's speculative grade liquidity rating is unchanged at SGL-2. The outlook is stable. RATINGS RATIONALE "TGO's ratings affirmation and stable outlook reflects the long-term contracted operations of its geographically diversified portfolio of renewable assets" said Natividad Martel, Vice President - Senior Analyst. "TGO's ratio of debt to EBITDA is stronger than similarly rated peers in North America which helps to mitigate TGO's weaker business risk profile due to its exposure to emerging market and foreign currency risk," added Martel. The Ba3 rating considers TGO's disclosure that the remaining average contractual life of its assets is approximately 13 years as of June 30, 2022. It also incorporates the projects' credit quality that is underpinned by an adequate weighted average counterparty risk exposure. The majority of the projects' off-takers consist of government or sub-sovereign related entities, although their credit quality varies widely. The stable outlook assumes that TGO will continue to maintain a ratio of consolidated debt to EBITDA that will range between 4.5x and 5.5x. Moody's expect TGO will continue to pursue a stable financial profile because of its long-term contract assets and modest growth strategy. Moody's expect TGO's financial performance will be further aided by its Uruguayan asset's dollar-denominated contract along with a firm long-term hedging strategy for its Chinese operations. The company's foreign currency practices only include opportunistic foreign currency hedges for its assets in India and Brazil. However, the inflation indexation clauses embedded in its two Brazilian windfarms' contracts should help sustain TGO's cash flow predictability, amid the currently high inflationary environment and volatile foreign exchange rate between the USD and Brazilian Real. TGO's rating and stable outlook over the longer term is predicated on the company's ability to successfully refinance its $400 million senior unsecured notes due in March 2026. Assuming the company's capital investments remain modest and no additional debt financing is needed, TGO's $400 million of notes account for the vast majority of the group's outstanding debt. As such, Moody's estimate TGO's annual capital requirements will remain manageable and total approximately $35 million, consisting of interest payments of around $25 million based on the 6.125% notes coupon and management fees of around $8 million in 2021. These fees are subordinated to TGO's debt service. TGO's aggressive cash distributions that included the vast majority of the net proceeds received in connection with the divestments of assets in non-core markets temper the rating, particularly because the sale of the assets in 2020 and 2022, although relatively modest, have contributed to the reduction of TGO's EBITDA and funds from operations. Liquidity analysis TGO's SGL-2 speculative grade liquidity rating reflects a good liquidity profile and considers Moody's expectation that its capital needs will remain modest, including moderate funding requirements for its growth initiatives and annual interest payments of around $25 million. Following the completion of its divestment program in 2022, Moody's expect that TGO's annual cash flow available for distribution (CAFD) will be at least $50 million going forward. Moody's estimate that TGO's CAFD, excluding proceeds from the sale of assets and cash flows from discontinued operations, was about $45 million for the last twelve months ended June 2022. The SGL-2 incorporates the fact that TGO has amended and extended the maturity of its $45 million revolving credit facility to February 2025 from March 2023. At the end of June 30, 2022, the facility had approximately $34 million of availability as outstanding letters of credit aggregated $11.2 million. The SGL-2 also reflects Moody's expectation that TGO will remain comfortably in compliance with the financial maintenance covenant embedded in the credit facility, which is secured by the interest in the projects. The maintenance covenant includes a maximum leverage ratio of 5.50x (defined as net debt to CAFDS). TGO reported a ratio of 4.2x and 3.95x at the end of June 2022 and year-end 2021, respectively. In addition, TGO is subject to a distribution test (minimum interest coverage of 1.75x) under the facility. Moody's expect cushion for the distribution test will remain as Moody's calculate the ratio (cash flow available for debt service, CFADS, to interest payments on TGO's corporate debt) will continue to exceed 3.0x. At the end of June 2022, TGO reported a balance of cash and cash equivalents that approximated $23 million, which remains below Moody's initial expectation that management will maintain a planned balance of unrestricted cash and cash equivalents of around $25 million. This is a credit negative particularly considering the company's cash distributions totaled $64 million during the last twelve months ended June 2022. The SGL-2 also considers that the vast majority of TGO's assets are unencumbered except for nearly $6 million of project debt outstanding at two small projects in India. The absence of project debt along with the implementation of optimization fiscal policies, enhances the yieldco's access to the assets' generated cash flows. As a result, a sale of assets could provide the company with an alternative source of capital. Affirmations: Issuer: TerraForm Global Operating LP Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4) Outlook Actions: Issuer: TerraForm Global Operating LP Outlook, Remains Stable FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade An upgrade of TGO's ratings in the near-to-intermediate term is unlikely because of TGO's high business risk profile and the refinancing risk associated with the $400 million of senior unsecured notes due in 2026. However, longer term TGO's rating could be upgraded if the company successfully repays or refinances the notes prior to maturity; strengthens its financial profile by reducing its consolidated debt to EBITDA to below 3.0x on a sustained basis, and exhibits a track record that includes a moderation of its aggressive dividend policy and maintains prudent financial policies on the part of the owners. Factors that could lead to a downgrade A rating downgrade could occur if Moody's expect TGO will be unable to repay or refinance the notes in full as the company approaches the 2026 maturity. The rating could also be downgraded if there is an increase in TGO's business risk profile and the company's dividend policy remains aggressive, or if TGO's consolidated debt to EBITDA exceeds 5.5x on a sustained basis. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. Terraform Global Operating LP is a growth-oriented company that owns and operates a fleet of wind and solar assets in Brazil, China and India and to a lesser extent in Uruguay. The installed capacity of TPO's portfolio of wind (around 70%) and solar assets approximate 800 Megawatts (MWs), on an ownership adjusted basis. Terraform Global Inc., TGO's parent company, has been owned by affiliates of Brookfield Asset Management Inc. (Brookfield, Baa1 stable) since 2017. TWISTED OAK: Mechanics Bank Gets 5.75% Interest Under the New Plan ------------------------------------------------------------------ Bankruptcy Judge Ronald H. Sargis, on Oct. 5, 2022, issued a memorandum opinion and decision confirmation of the Third Amended Subchapter V Chapter 11 Plan filed by Twisted Oak, LLC. As originally proposed, the Subchapter V Chapter 11 Plan drew opposition from the U.S. Trustee and Mechanics Bank. As shown in the discussion below, the confirmation issue has been narrowed by the Debtor/Debtor in Possession and Mechanics Bank to the proper interest rate for the Bank's secured claim. Initially, the Bank objected to there being a 3.5% interest rate in a prior Plan for its secured claim. The Third Amended Plan increased the interest rate to 4.5%. But Mechanics Bank asserts that it is not adequately protected by the interest rate in the Third Amended Plan. Now, the Parties agree that the determination of the interest rate under the Third Amended Plan is now left for the court to determine, applying the principles set by the Supreme Court in Till v. SCS Credit Corporation, 541 U.S. 465 (2004). In the restructuring of Mechanics Bank's Claim, the Third Amended Plan breaks the payment of the Claim into two parts: (1) the pre-petition interest arrearage ("Claim for Interest Arrearage"); and (2) the balance of the Claim ("Claim in Excess of Interest Arrearage"). While there is little risk for Mechanics Bank imposed by the Third Amended Plan, the Court considers that this is a bankruptcy plan and there is some inherent additional work that goes with that for a creditor. Therefore, the Court adds a 1.00% Till adjustment to the 4.75% prime rate, for a Third Amended Plan interest rate of 5.75% for the non pre-petition interest arrearage portion of Mechanics Bank's Claim. There is still an Objection to the Secured Claim of Mechanics Bank pending, the dispute being whether Mechanics Bank's liens include future agricultural products grown on the real property subject to Mechanics Bank's Deed of Trust. The Court has ordered these two Parties to provide the Court with supplemental briefing addressing the specific California real property and Commercial Law statutory provisions and case law governing liens on agricultural products. That matter is the subject of a separate decision and order. The basic terms of the Third Amended Plan prosecuted by the Debtor, are as follows: I. Class 1 — Priority Claims A. None are identified — Not Impaired. B. Any Allowed Priority Claim will be paid in full, in cash, upon the later of the effective date of this Plan or the date which such claim is allowed by a final non-appealable order. II. Class 2 — Mechanics Bank, Secured Claim A. Secured Claim, ($2,540,119), Proof of Claim 2-1 — Impaired. B. Mechanics Bank shall retain its security interest according to the instruments and statutes creating same. C. Mechanics Bank's principal shall be paid in full with interest at 5.75% per annum on 25 years amortization with a Jan. 1, 2033, maturity date, with interest and principal payments of $11,949 per month, commencing Oct. 1, 2022, and continuing for 123 months, then a balloon payment for the remaining balance due Jan. 1, 2033. — Interest and principal payments are $10,577 per month, commencing Oct. 1, 2022, for 123 months and then a balloon payment for the remaining balance due on Jan. 1, 2033. D. Mechanics Bank's accrued pre-petition interest shall be paid in full with 0% interest per annum in the amount of $1,000 per month, commencing October 1, 2022, then a balloon payment for the remaining balance due on January 1, 2033. III. Class 3 — U.S. Small Business Administration, Secured Claim A. Secured Claim, ($157,120), Proof of Claim 1-1 — Not Impaired. B. Claim Paid pursuant terms of the original documents with no modifications by the Plan. IV. Class 4 — Non-Insider Non-Priority Unsecured Claims, Stange/Metate A. Only one creditor, Stange/Metate — Not Impaired. B. The claim of Stange/Metate is disputed, but to the extent Stange/Metate has an allowed claim, it shall first be offset against any claim or recovery by the Debtor. If there is no net recovery by Debtor, in equal installments commencing July 1, 2022, for a period of 6 months. V. Class 5 — Insider General Unsecured Claims — Not Impaired A. Insider general unsecured claims will be paid only if all other allowed claims have been paid in full on such terms Debtor and Class 5 agree on. VI. Class 6 — Equity Interests — Not Impaired. A. Equity Holders retain current membership interest in Debtor. The Court will issue a separate order confirming the Third Amended Subchapter V Plan with the amendments stated in this Decision. A full-text copy of the Memorandum Opinion and Decision dated Oct. 5, 2022, is available at https://tinyurl.com/ycntnyu4 from Leagle.com. About Twisted Oak Twisted Oak, LLC, specializes in wines that are made from Tempranillo, Grenache, Mourvedre, Viognier, and more. It filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 21-90484) on Oct. 4, 2021. In the petition signed by Jeff Stai, managing member, the Debtor disclosed $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Hon. Ronald H. Sargis oversees the case. Brian S. Haddix, of HADDIX LAW FIRM, is the Debtor's counsel. VICTORIA TOWERS: Amends Plan to Include Abraham Leser Claim Pay --------------------------------------------------------------- Sanford Avenue Partner LLC, and American Chengyi Investment Management Group Inc., submitted a First Amended Disclosure Statement for the First Amended Joint Chapter 11 Plan of Liquidation for Victoria Towers Development Corp. dated October 11, 2022. The real property owned by the Debtor is commonly known as Victoria Towers Condominium and is located at 133-38 Sanford Avenue, Flushing, New York, New York (the "Real Property"). The Plan Proponents intend to advertise the sale of the Victoria Property and, if qualified bids are received, to conduct an auction to sell the Real Property (the "Sale") pursuant to Bankruptcy Code Sections 363 and 1123(a)(5)(D). The Sale shall be conducted following confirmation of the Plan, but subject to certain conditions set forth in the Plan. Bid Procedures to govern the Sale. The Plan Proponents intend on obtaining approval of the Bankruptcy Court for such Bid Procedures in connection with the approval of this Disclosure Statement. Because the Debtor is not generating cash and the sale of the Real Property is not expected to generate assets in excess of the allowed secured claims of the Plan Proponents, as part of the Plan, Sanford has contributed a Carve-Out of $250,000.000 to pay certain administrative expenses and provide a distribution to allowed unsecured claims as more fully described in the Plan. Sale of Certain Units to Chengyi – the Chengyi Settlement On March 8, 2022, the Debtor filed the Application of Victoria Towers Development Corp. Seeking Entry of an Order Approving Stipulation and Order Entered Into by and Between American Chengyi Investment Management Group, Inc. and Victoria Towers Development Corp. Fixing Claim and Granting Further Relief (the "9019 Application"). The 9019 Application sought approval of the Stipulation annexed to the Application (the "Chengyi Settlement"). Chengyi, Crown Mansion, LLC ("Crown Mansion"), Elizabeth Chen, the Debtor, Flushing Landmark, Lucky Star, Wu Towers LLC, Wu Commercial Owner LLC, Sanford Avenue Partner LLC, Veronica Wu, Victoria Construction LLC, 41-60 Main, and W&L Group Constructions were parties to the Chengyi Settlement. Pursuant to the Chengyi Settlement, the parties thereto stipulated and agreed, inter alia, that (i) Chengyi has an allowed claim against the Debtor in the amount of $28,909,720.09 as of September 3, 2020, plus interest, fees and costs continuing to accrue (the "Allowed Chengyi Secured Claim"); the (ii) the Allowed Chengyi Secured claim is secured by validly perfected and subordinated security interests and liens on the Chengyi Collateral including without limitation the Chengyi Sale Units. The Chengyi Settlement also provides that Chengyi's liens and security interest in the Chengyi Collateral are: (i) subordinate in priority to the security interests of Sanford; and (ii) valid, enforceable, binding and properly perfected and are not subject to avoidance or disallowance pursuant to the Bankruptcy Code or applicable non bankruptcy law. On April 7, 2022, the Court entered an Order granting the relief sought in the Application and approving the Chengyi Settlement. Class 1 consists of the Allowed Sanford Secured Claim under its first mortgage secured by an interest in all of the Debtor's assets including all of the Debtor's Units located at the Real Property. As of the Petition Date, Sanford was owed $38,928,607.20 and is currently owed in excess of $45,000,000.00. Interest in the amount of 24 percent continues to accrue at the per diem rate of $12,726.03 plus other fees and costs, including, without limitation, attorneys' fees in accordance with the loan documents. Provided Sanford is the successful bidder, it shall receive the Sanford Units free and clear of all liens, claims and encumbrances as well as all other protections afforded to Sanford in accordance with section 363 of the Bankruptcy Code. Class 5 consists of the judgment creditor Abraham Leser ("Leser") as assignee of an arbitration award obtained by Sam Sprei against the Debtor and entered on December 30, 2019 in the Office of the Queens County Clerk. In an action styled Application of Abraham Leser as assignee of arbitration award obtained by Sam Sprei for a Judgment Pursuant to Article 75 of the CPLR Confirming an Arbitration Award against Victoria Towers Development Corp., bearing Index No. 651126/2019, Leser confirmed an arbitration award in the amount of $2,472,855.00 (the "Leser Judgment"). As the Judgment was then docketed in Queens County, at which time it became a lien as against the Debtor's Real Property. Because the secured claims superior in priority to the Leser Judgment shall not be satisfied in their entirety, the Leser Judgment is not entitled to a distribution as a secured claim (the "Leser Claim"). No distribution shall be made to Leser under the Leser Judgment and the Leser Claim shall be treated as an Allowed General Unsecured Claim. The Debtor has filed an application with the Court to reclassify this claim as an Allowed General Unsecured Claim (the "Leser Allowed Unsecured Claim"). If funds in excess of amounts needed to satisfy the Allowed Sanford Secured Claim and the Allowed Chengyi Secured Claim are generated from the sale of the Real Property, the Leser Claim shall receive a distribution in this Class. Class 6 consists of the Allowed General Unsecured Claims of the Debtor. The allowed general unsecured creditors total approximately $15,518,655.00. Unsecured creditors in class 6 shall receive (i) a pro-rata distribution of the Carve-Out (after payment of allowed administrative claims, US Trustee fees, and all other fees and expenses described in the Carve-Out which come ahead of the unsecured creditors); and (ii) funds generated from the sale of the Real Property in excess of amounts paid to Sanford and Chengyi in full satisfaction of their claims and after post-confirmation expenses, to the extent there are any. Class 6 is impaired under the Plan and is entitled to vote. In exchange for the proposed treatment, Bai, W&L and the Individuals shall vote to accept the Plan. The Plan provides for the liquidation of the Debtor by selling the Debtor's only material asset, the condominium Units, to generate proceeds to pay Allowed Claims of the Debtor's estate as more fully described herein and in the Plan. A full-text copy of the First Amended Disclosure Statement dated October 11, 2022, is available at https://bit.ly/3Cypih3 from PacerMonitor.com at no charge. Counsel to Sanford Avenue Partner, LLC: Margarita Y. Ginzburg, Esq. KRAVIT PARTNERS, LLC 27 Red Barn Road Hyde Park, NY 12538 Tel: 212-252-0550 - and - Counsel to American Chengyi Investment Management Group Inc.: Scott K. Levine, Esq. Allison Arotsky, Esq. MORITT HOCK & HAMROFF LLP 400 Garden City Plaza Garden City, NY 11530 Tel: 516.873.2000 About Victoria Towers Development Flushing, N.Y.-based Victoria Towers Development Corp. is the owner of fee simple title to 29 residential condo units located at 133 38 Sanford Avenue, Flushing N.Y., having an appraised value of $33.37 million. Victoria Towers filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-73303) on Oct. 30, 2020. In its petition, the Debtor is closed $33,370,000 in assets and $39,217,115 in liabilities. The petition was signed by Myint J. Kyaw, president. The Hon. Robert E. Grossman presides over the case. Rosen & Kantrow, PLLC, serves as the Debtor's bankruptcy counsel. VOYA FINANCIAL: Fitch Affirms 'BB' Rating on Preferred Debt ----------------------------------------------------------- Fitch Ratings has affirmed Voya Financial, Inc.'s (Voya) life insurance subsidiaries' Insurer Financial Strength (IFS) ratings at 'A' (Strong). Fitch has also affirmed Voya's Long-Term Issuer Default Rating (IDR) at 'BBB+' and senior unsecured debt at 'BBB'. The Rating Outlook is Stable. KEY RATING DRIVERS Voya's ratings reflect the company's improved business and earnings profile, and strong balance sheet fundamentals, driven by strong statutory capitalization with high financial leverage and strong asset quality. The ratings also consider the company's high financial leverage relative to rating expectations, ongoing earnings headwinds from macroeconomic volatility and uncertainty, and competitive challenges in the company's core institutional retirement segment. Voya successfully completed the sale of Security Life of Denver Insurance Company (SLD) to Resolution Life Group Holdings LP in 2021. Exposure to market-sensitive businesses has been materially reduced in recent years given Voya's disposition of the individual annuity and individual life businesses. Fitch views Voya's business profile as strong, reflecting the company's strong market position and operating scale in institutional retirement and wealth management, investment management, and employee health benefits, including group medical stop loss. Fitch considers Voya's distribution capabilities to be broad, with strength in independent channels supporting the company's strong market position in its core businesses. Fitch believes that Voya's business risk profile improved following the sale of noncore businesses, including the closed-block variable annuity and retail annuity businesses in 2018 and the recent sale of SLD. Fitch positively views the impact of the sale of Voya's noncore businesses on its business profile as both businesses were capital-intensive and capital market-sensitive businesses, which drove much of Voya's reported earnings and capital volatility. Additionally, the 3Q22 partnership with Allianz Global Investors, provides the company with a significant increase to AUM and will improve Voya's long-term distribution capabilities. Voya's operating results for 1H22 were very strong and benefited from strong alternatives investment income, strong in-force premium growth and strong asset-based fee income due to favorable equity market performance, which continued from the prior year, despite growing headwinds. Fitch expects Voya's earnings to exhibit greater stability going forward and to improve over the longer term as the company focuses on growth in its core institutionally focused business segments that are less market-sensitive, as well as focus on reducing overall corporate expenses associated with the divested businesses. Fitch considers Voya's statutory capitalization to be strong and within expectations. The consolidated RBC ratio for the company's U.S. insurance subsidiaries was 565% at YE 2021 as calculated by Fitch, which is above the company's target of 375%. Voya's Prism capital model score for 2021 was in line with Fitch expectations. Operating leverage of 12x is considered to be favorable relative to peers and above rating expectations. Fitch considers Voya's financial leverage to be high relative to rating expectations, albeit lower than YE 2020 levels due to modest debt reduction, at approximately 31% as of June 30, 2022 as calculated by Fitch. Voya's financial leverage increased above 32% at YE 2021 as calculated by Fitch. Fitch expects Voya to continue to apply proceeds towards debt reduction over the near to medium term and to manage financial leverage around 30% over the medium term. The affirmation of the senior unsecured notes issued by Voya Holdings Inc. is based on the guarantee by ING Group (Long-Term IDR, A+/Stable). RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - An operating ROE sustained above 11%; - Sustained maintenance of GAAP operating earnings-based fixed charge coverage of 8x or greater; - A Prism Capital model score of 'Very Strong', and financial leverage below 25%. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Financial leverage sustained above 30%; - GAAP operating earnings-based fixed charge coverage below 5x for more than four quarters; - Sustained decline in operating ROE below 6%; - A decline in reported RBC below 375%, and a Prism capital model score at the low end of 'Strong'; - Inorganic transitions that lead to a significant long-term change in risk appetite and/or capital management strategy. 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. Entity/Debt Rating Prior ----------- ------ ----- Equitable of Iowa Companies Capital Trust II preferred LT BB+ Affirmed BB+ Voya Holdings Inc. senior unsecured LT A+ Affirmed A+ Peachtree Corners Funding Trust senior unsecured LT BBB Affirmed BBB Voya Financial, Inc. LT IDR BBB+ Affirmed BBB+ senior unsecured LT BBB Affirmed BBB junior subordinated LT BB+ Affirmed BB+ preferred LT BB+ Affirmed BB+ ReliaStar Life Insurance Company of New York Ins Fin Str A Affirmed A Voya Retirement Insurance and Annuity Company Ins Fin Str A Affirmed A ReliaStar Life Insurance Company Ins Fin Str A Affirmed A Equitable of Iowa Companies, Inc. LT IDR BBB+ Affirmed BBB+ WAHOO FITNESS: Moody's Cuts CFR to 'Caa3', Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded Wahoo Fitness Acquisition L.L.C.'s ratings including its Corporate Family Rating to Caa3 from B3, its Probability of Default Rating to Caa3-PD from B3-PD, and the rating on the company's senior secured first lien credit facility to Caa3 from B3. The first lien credit facility consists of a $30 million first lien revolver due 2026, and a $225 million original principal amount first lien term loan due 2028. The outlook is negative. The downgrade and negative outlook reflects Wahoo's material underperformance relative to Moody's previous expectations, and the elevated risk of default including a distressed exchange due to the company's meaningfully constrained liquidity and unsustainable capital structure at the current earnings level. Wahoo reported meaningfully lower operating results for the second quarter period of fiscal 2022, with year-over-year revenue declining by more than 50% and with negative EBITDA for the period. Although Moody's anticipated that elevated channel inventory and deep competitive discounting will pressure operating results in fiscal 2022, the drop in sales and earnings during the first half of 2022 is materially greater than Moody's previous expectations. Wahoo recently launched several new products which it expects to spur demand from its loyal customer base. The company expects the contribution from new product launches, combined with the seasonal trainer demand, will help to sequentially improve operating results during the second half of 2022. However, persistently high inflation and the shift in consumer spending from goods to services will continue to pressure consumer demand for discretionary goods, including the company's bike trainers and related products. Also, the high promotional activity in efforts to improve sell-through and reduce inventories alongside increased competition will continue to pressure profitability. In addition, the macro-economic conditions in Europe, the company's largest market, continue to deteriorate given the ongoing geopolitical conflict and its impact on energy costs. As a result, Moody's now projects that Wahoo's revenue will decline by about a third and EBITDA by more than 80% in fiscal 2022, with debt/EBITDA increasing to over 18x and a free cash flow deficit in the $50 million range. As a result, Moody's views Wahoo's capital structure as unsustainable absent a meaningful improvement in 2023 and the company's weak liquidity reflects the very likely financial maintenance covenant violation once the covenant test is reinstated in December. Given Wahoo's meaningfully lower earnings, Moody's anticipates the company will not comply with the first lien credit facility's maximum total net leverage financial covenant of 7.0x, which will be tested at the end of fiscal 2022. In addition, the leverage test steps down to 5.5x in the first quarter period of 2023. Thus, the likelihood of an event of default, including a distress exchange is very high over the next six months. In efforts to improve its near-term liquidity and profitability, Wahoo is implementing cost savings initiatives that include expense control and improvement in working capital through extended payment terms and a reduction in inventory purchases. Although the company completed an amendment that temporarily waived the financial maintenance covenant and received an approximately $12 million new equity investment in May 2022, an additional covenant amendment will be challenging given current difficult market conditions and weakening economic outlook. Wahoo's $7 million of cash at the end of June and unused capacity on the $30 million revolver ($14 million drawn as of June 2022) does not provide a significant amount of leeway to fund debt service if the company is unable to stem the sizable cash consumption experienced since the July 2021 leverage buyout. A capital contribution from the founder or private equity owner Rhone Group could help bolster cash sources and obtain a covenant amendment, but Moody's believes there is risk that the structure of a transaction and use of any cash received could constitute a distressed exchange. The risk of a distressed exchange is reflected in a change in the governance issuer profile score to G-5 from G-4 and the credit impact score to CIS-5 from CIS-4. The following ratings/assessments are affected by the action: Ratings Downgraded: Issuer: Wahoo Fitness Acquisition L.L.C. Corporate Family Rating, Downgraded to Caa3 from B3 Probability of Default Rating, Downgraded to Caa3-PD from B3-PD Senior Secured 1st Lien Bank Credit Facility, Downgraded to Caa3 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: Wahoo Fitness Acquisition L.L.C. Outlook, Remains Negative RATINGS RATIONALE Wahoo's Caa3 CFR reflects its very high financial leverage and unsustainable capital structure absent a significant earnings rebound with its debt/EBITDA expected by Moody's to increase to over 18x by fiscal year end 2022, which factors lead to an elevated risk of a default. Competitive discounting in efforts to reduce excess inventory and ongoing cost inflation continues to pressure Wahoo's revenues and profitability, with the company reporting meaningful revenue and EBITDA declines in 2022. Also, ongoing inflationary pressures on consumer spending and increasing competition in the smart trainer market is negatively impacting demand for the company's products. Given the lower earnings, the company's weak liquidity reflects the high likelihood of a covenant violation of its maximum net leverage ratio of 7.0x which will be tested for the fiscal period ending December 31, 2022. As a result, the risk of an event of default including a distressed exchange is very high over the next six months. Wahoo has small revenue scale, and a narrow product focus in a discretionary and competitive niche market. Wahoo benefits from its strong market position in the cycling and smart fitness products market, supported by its good brand recognition, product innovation, and high product quality. The company has meaningfully grown its revenue scale over the past five years, supported by successful new product introductions and tailwinds from positive consumer health and fitness trends. Wahoo benefits from its good geographic, channel, and customer diversification. The company's asset light business model and meaningful direct-to-consumer business allow for strong overhead leveraging and very low capital expenditures. Wahoo's ESG credit impact score is very highly negative (CIS-5) driven by its very highly negative exposure to governance risks related to its concentrated ownership, aggressive financial strategy and risk management. Governance risks also reflect the highly negative exposure to management credibility and track record because the company has an inconsistent track record of achieving its financial targets including significant underperformance since the July 2021 LBO. The elevated risks of default, including the risk of a distress exchange which could be detrimental to creditors increases governance risks. Wahoo is moderately negatively exposed to environmental and socials risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects Wahoo's elevated risk of default given the meaningful deterioration of operating results, negative free cash flow, very high leverage, increasing revolver usage, and high likelihood of a financial covenant violation over the next six months. The ratings could be downgraded if an event of default, including a distressed exchange becomes more certain over the next six months. The ratings could also be downgraded if the company's new product launches and cost management initiatives fail to improve operating results, or the company is unable to reduce its elevated working capital and improve free cash flow generation in the second half of fiscal 2022. The ratings could be upgraded if the company is able to remain in compliance with its financial maintenance covenant, improves its near-term liquidity and reduces leverage by improving earnings, reducing its elevated inventory levels, or obtaining a capital injection. A ratings upgrade will also require demand trends turning positive alongside sustained improved profitability and cash flows such that the risk of a default is lower. The principal methodology used in these ratings was Consumer Durables published in September 2021. Founded in 2009 Wahoo Fitness is a designer and distributor of indoor cycling and endurance training products such as indoor bike trainers and related accessories, GPS bike computers, bike pedals, sensors, and applications. Following the July 2021 leverage buyout transaction, the company is majority owned by Rhone Group, with the company's founder having a significant ownership investment and other shareholders holding a minority stake. Wahoo reported revenue of under $500 million for fiscal 2021. WEAKLEY BAYOU: Seeks to Hire Bruner Wright as Bankruptcy Counsel ---------------------------------------------------------------- Weakley Bayou, Incorporated seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Bruner Wright, P.A. as legal counsel. The Debtor needs a counsel to give legal advice with respect to its powers and duties in this Chapter 11 case. The firm received a retainer in the amount of $11,100. The hourly rates of Bruner Wright's attorneys and staff are as follows: Robert C. Bruner $450 Byron Wright III $375 Paralegal $150 Robert Bruner, a member at Bruner Wright, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Bruner, Esq. Bruner Wright, PA 2810 Remington Green Circle Tallahassee, FL 32308 Telephone: (850) 385-0342 Facsimile: (850) 270-2441 About Weakley Bayou, Incorporated Weakley Bayou, Incorporated sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 22-40282) on Sep. 13, 2022, listing up to $50,000 in both assets and liabilities. Robert C. Bruner, Esq. at Bruner Wright, PA represents the Debtor as counsel. WEAKLEY BAYOU: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Weakley Bayou Incorporated, according to court dockets. About Weakley Bayou Weakley Bayou Incorporated filed a voluntary petition for Chapter 11 protection with the U.S. Bankruptcy Court for the Northern District of Florida, Tallahassee Division (Bankr. N.D. Fla. Case No. 22-40282) on Sept. 13, 2022, with as much as $50,000 in both assets and liabilities. The case was eventually transferred to the Pensacola Division and was assigned a new case number (Bankr. N.D. Fla. Case No. 22-30583). Judge Henry A. Callaway oversees the case. Bruner Wright, P.A. is the Debtor's legal counsel. WINDSTREAM HOLDINGS: Contempt Judgment vs Charter Vacated on Appeal ------------------------------------------------------------------- In the appealed case styled In re: WINDSTREAM HOLDINGS, INC. et al., Debtors. WINDSTREAM HOLDINGS, INC. et al., Plaintiffs-Appellees, v. CHARTER COMMUNICATIONS INC. and CHARTER COMMUNICATIONS OPERATING, LLC, Defendants-Appellants, No. 21-CV-4552 (CS), (S.D.N.Y.), District Judge Cathy Seibel vacated in part the bankruptcy court's judgment holding Charter Communications Inc. and Charter Communications Operating, LLC in contempt for violation of the automatic stay. Windstream Holdings Inc. and its debtor affiliates as well as Charter are telecommunications service providers. Charter competes with Windstream in providing residential and commercial voice and data communication services in certain locations. On Feb. 25, 2019, Windstream filed for Chapter 11 reorganization. By operation of 11 U.S.C. Section 362, the automatic stay went into effect on that date. In March 2019, Charter launched a direct-mail advertising campaign directed at Windstream customers. The initial mailing had text on the front of the envelope that stated: "Important Information Enclosed for Windstream Customers." Inside was a two-sided advertisement for Spectrum (which is Charter's residential internet brand). Text on the front of the ad stated in large text: "Windstream Customers, Don't Risk Losing Your Internet and TV Services." In smaller text below that, the advertisement read (in relevant part): "Windstream has filed for Chapter 11 bankruptcy, which means uncertainty. Will they be able to provide the Internet and TV services you rely on in the future? To ensure you are not left without vital Internet and TV services, switch to Spectrum. . . Windstream has a 2-year contract. With Spectrum there are no contracts. Plus, we will buy you out of your current contract up to $500." The back of the advertisement stated, among other things, "Windstream's future is unknown, but Spectrum is here to stay. . ." On April 5, 2019, Windstream initiated an adversary proceeding before the Bankruptcy Court seeking, inter alia, a temporary restraining order and preliminary injunction against Charter's advertising campaign. Windstream alleges that this advertising was knowingly false, in that Charter was aware that Windstream's bankruptcy was not going to result in any interruption of service to its customers. The bankruptcy court granted Windstream's request for a temporary restraining order and enjoined the direct mail campaign and issued the requested preliminary injunction providing the same relief. The bankruptcy court determined that Charter had breached the automatic stay by its "literally false and intentionally misleading advertising campaign that wrongfully interfered with the Debtors' customer contracts and goodwill" and held that Charter should be (1) held in contempt for that violation and (2) sanctioned approximately $19 million for the losses caused thereby. In this appeal, Charter challenges the bankruptcy court's (1) conclusion that Windstream had executory contracts with its customers that constituted property protected by section 362(a)(3); (2) reliance on "customer goodwill" as a property interest protected by section 362(a)(3); and (3) conclusion that the advertisement constituted an act to "obtain" or "exercise control" over either of those two forms of protected property. Charter asserted that it did not violate the automatic stay because its advertisements were not acts to "exercise control" over Windstream's "property." Charter further asserted that the bankruptcy court erred in determining that Windstream's relationship with its subscribers was contractual, and more specifically that Windstream had a protectible property interest in any such relationship. Charter asserts that there is no evidence in the record of any contracts Windstream had with customers. Windstream argued on appeal that it has both "term contracts and month-to-month contracts," but does not elaborate which contracts it claims to have lost due to Charter's advertisements. But Windstream failed to identify any evidence that the Court can properly consider to support this assertion. Judge Seibel determined that Windstream did not assert interference with contracts as a basis for its assertion that Charter violated the automatic stay. Rather, with regard to the advertisements in question, Windstream asserted only "that Charter intentionally disseminated advertisements regarding Windstream's Chapter 11 cases, which harmed Windstream's goodwill by falsely stating and implying that Windstream will not be able to provide services and/or that Windstream will be going out of business. Even assuming that Windstream had executory contracts with its customers, and that its goodwill in the marketplace is protected by the automatic stay, Judge Seibel held that Charter did not violate the automatic stay unless its advertisements were "an act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate." Judge Seibel determined that Charter's mailing campaign involved no proprietary information and in which Charter did not misrepresent its identity. Charter's advertisements cannot reasonably be seen as an act to exercise control over property of Windstream's estate. Accordingly, this conduct did not violate the automatic stay. Judge Seibel also said "Charter does not dispute that its advertisements were an attempt to influence customer behavior: they publicized Windstream's bankruptcy, suggested that Windstream's customers might lose service as a result of the bankruptcy, and proposed their own service as an alternative. But even if this conduct violated other, non-bankruptcy law (an issue I need not and do not resolve in this opinion), it is not clear how it was an act to "exercise control" over contracts or goodwill." A full-text copy of the Opinion and Order dated Oct. 6, 2022, is available at https://tinyurl.com/3jh3pxt5 from Leagle.com. About Windstream Holdings Windstream Holdings, Inc., and its subsidiaries provide advanced network communications and technology solutions for businesses across the United States. They also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Windstream Holding Inc. and its subsidiaries filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25, 2019. The Debtors had total assets of $13,126,435,000 and total debt of $11,199,070,000 as of Jan. 31, 2019. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel; PJT Partners LP as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; and Kurtzman Carson Consultants as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 12, 2019. The committee tapped Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP, as its financial advisor, and Perella Weinberg Partners LP as investment banker. [*] 29th Distressed Investing Conference on Nov. 28 -- Register Now ------------------------------------------------------------------- Beard Group has announced the agenda for this year's Annual Distressed Investing Conference. Top industry experts will discuss the latest topics and trends in the distressed investing industry, namely: * The Economy and Current and Future Cases * Trends in Healthcare * From Liability Management to Lender-on-Lender Violence * Out of Court and Other Alternatives to Bankruptcy * Mass Tort Restructurings and Settlements * Crypto: How 2022 Will Affect The Future Of The Digital Currency Industry This value packed event features special presentations from keynote speakers, live panel discussions with industry experts and networking with other insolvency professionals. See complete 2022 Conference Agenda at https://bit.ly/3CI7GAE This year's speakers include: * Saul Burian, Managing Director HOULIHAN LOKEY * Rebecca DeMarb, Senior Managing Director DEVELOPMENT SPECIALISTS, INC. * Patrick D. Daugherty, Partner FOLEY & LARDNER LLP * Daniel M. Eggermann, Partner KRAMER LEVIN NAFTALIS & FRANKEL LLP * Steven L. Gidumal, President and Managing Partner VIRTUS CAPITAL, LP * Dan Gropper, Managing Partner CARRONADE CAPITAL MANAGEMENT, LP * FOLEY & LARDNER LLP, Partner Mark F. Hebbeln * Harold L. Kaplan, Partner FOLEY & LARDNER LLP * Michael Lipsky, Portfolio Manager MARINER INVESTMENT GROUP, LLC * Samuel R. Maizel, Partner DENTONS * Douglas Mannal, Partner DECHERT LLP * Patrick J. Nash Jr., Partner KIRKLAND & ELLIS LLP * Gregory Pesce, Partner WHITE & CASE LLP * Rachael Ringer, Partner KRAMER LEVIN NAFTALIS & FRANKEL * Damian S. Schaible, Partner, Restructuring New York, DAVIS POLK * Jennifer Selendy, Founding Partner SELENDY GAY ELSBERG PLLC * Joshua A. Sussberg, Partner, Restructuring KIRKLAND & ELLIS LLP * Steven L. Victor, Senior Managing Director DEVELOPMENT SPECIALISTS, INC. * Stephanie Wickouski, Partner LOCKE LORD LLP William (Bill) Brandt, Jr., Founder & Executive Chairman of Development Specialists, Inc., will also receive the Harvey R. Miller Outstanding Achievement Award for Service to the Restructuring Industry. This year's conference sponsors are: * Premier Sponsors: Foley & Lardner Kirkland & Ellis * Major Sponsors: Development Specialists, Inc Dentons Berkeley Research Group Riveron Locke Lord Kramer Levin Naftalis & Frankel * Patron Sponsors Troutman Pepper * Advocate Sponsors SSG Capital Advisors AAA Lenders * Knowledge Partners PacerMonitor * Media Sponsors BankruptcyData Now on its 29th year, the Annual Distressed Investing Conference will be held November 28, 2022, in-person at the Harmonie Club, New York City. Register at https://bit.ly/3CoGpBM For sponsorships and further information about the Distressed Investing Conference, contact: Bernard Toliver, CMP (240) 629-3300 ext. 149 E-mail: bernard@beardgroup.com Or visit https://www.distressedinvestingconference.com/ [*] 29th Distressed Investing Conference on Nov. 28 -- Register Now ------------------------------------------------------------------- Beard Group has announced the agenda for this year's Annual Distressed Investing Conference. Top industry experts will discuss the latest topics and trends in the distressed investing industry, namely: * The Economy and Current and Future Cases * Trends in Healthcare * From Liability Management to Lender-on-Lender Violence * Out of Court and Other Alternatives to Bankruptcy * Mass Tort Restructurings and Settlements * Crypto: How 2022 Will Affect The Future Of The Digital Currency Industry This value packed event features special presentations from keynote speakers, live panel discussions with industry experts and networking with other insolvency professionals. See complete 2022 Conference Agenda at https://bit.ly/3CI7GAE This year's speakers include: * Saul Burian, Managing Director HOULIHAN LOKEY * Rebecca DeMarb, Senior Managing Director DEVELOPMENT SPECIALISTS, INC. * Patrick D. Daugherty, Partner FOLEY & LARDNER LLP * Daniel M. Eggermann, Partner KRAMER LEVIN NAFTALIS & FRANKEL LLP * Steven L. Gidumal, President and Managing Partner VIRTUS CAPITAL, LP * Dan Gropper, Managing Partner CARRONADE CAPITAL MANAGEMENT, LP * FOLEY & LARDNER LLP, Partner Mark F. Hebbeln * Harold L. Kaplan, Partner FOLEY & LARDNER LLP * Michael Lipsky, Portfolio Manager MARINER INVESTMENT GROUP, LLC * Samuel R. Maizel, Partner DENTONS * Douglas Mannal, Partner DECHERT LLP * Patrick J. Nash Jr., Partner KIRKLAND & ELLIS LLP * Gregory Pesce, Partner WHITE & CASE LLP * Rachael Ringer, Partner KRAMER LEVIN NAFTALIS & FRANKEL * Damian S. Schaible, Partner, Restructuring New York, DAVIS POLK * Jennifer Selendy, Founding Partner SELENDY GAY ELSBERG PLLC * Joshua A. Sussberg, Partner, Restructuring KIRKLAND & ELLIS LLP * Steven L. Victor, Senior Managing Director DEVELOPMENT SPECIALISTS, INC. * Stephanie Wickouski, Partner LOCKE LORD LLP William (Bill) Brandt, Jr., Founder & Executive Chairman of Development Specialists, Inc., will also receive the Harvey R. Miller Outstanding Achievement Award for Service to the Restructuring Industry. This year's conference sponsors are: * Premier Sponsors: Foley & Lardner Kirkland & Ellis * Major Sponsors: Development Specialists, Inc Dentons Berkeley Research Group Riveron Locke Lord Kramer Levin Naftalis & Frankel * Patron Sponsors Troutman Pepper * Advocate Sponsors SSG Capital Advisors AAA Lenders * Knowledge Partners PacerMonitor * Media Sponsors BankruptcyData Now on its 29th year, the Annual Distressed Investing Conference will be held November 28, 2022, in-person at the Harmonie Club, New York City. Register at https://bit.ly/3CoGpBM For sponsorships and further information about the Distressed Investing Conference, contact: Bernard Toliver, CMP (240) 629-3300 ext. 149 E-mail: bernard@beardgroup.com Or visit https://www.distressedinvestingconference.com/ [^] BOND PRICING: For the Week from October 10 to 14, 2022 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Ahern Rentals Inc AHEREN 7.375 68.751 5/15/2023 Ahern Rentals Inc AHEREN 7.375 69.440 5/15/2023 Air Methods Corp AIRM 8.000 50.293 5/15/2025 Air Methods Corp AIRM 8.000 50.109 5/15/2025 Audacy Capital Corp CBSR 6.500 27.860 05/01/2027 Audacy Capital Corp CBSR 6.750 26.798 3/31/2029 Audacy Capital Corp CBSR 6.750 26.604 3/31/2029 Avaya Holdings Corp AVYA 2.250 40.000 6/15/2023 BPZ Resources Inc BPZR 6.500 3.017 03/01/2049 Bank of America BAC 2.936 90.836 12/10/2058 Bed Bath & Beyond BBBY 3.749 29.338 08/01/2024 Buckeye Partners LP BPL 6.375 80.825 1/22/2078 Buffalo Thunder Development Authority BUFLO 11.000 55.372 12/09/2022 Citigroup Global Markets Holdings Inc/United States C 3.550 98.296 10/25/2022 Clovis Oncology Inc CLVS 4.500 57.506 08/01/2024 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 21.702 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 6.550 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 7.500 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 21.531 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 6.910 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 7.013 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 17.590 8/15/2026 Diebold Nixdorf Inc DBD 8.500 44.043 4/15/2024 EnLink Midstream Partners LP ENLK 6.000 74.875 N/A Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Transfer LP ET 6.250 83.120 N/A Envision Healthcare Corp EVHC 8.750 30.619 10/15/2026 Envision Healthcare Corp EVHC 8.750 31.737 10/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 28.821 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 65.625 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 29.000 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 65.625 7/15/2023 GNC Holdings Inc GNC 1.500 0.839 8/15/2020 GTT Communications GTTN 7.875 6.389 12/31/2024 GTT Communications GTTN 7.875 8.125 12/31/2024 General Electric Co GE 4.200 80.000 N/A Goldman Sachs Group Inc/The GS 5.000 93.800 N/A Hyatt Hotels Corp H 3.375 98.162 7/15/2023 ION Geophysical Corp IO 8.000 31.000 12/15/2025 Lannett Co Inc LCI 7.750 27.378 4/15/2026 Lannett Co Inc LCI 4.500 29.525 10/01/2026 Lannett Co Inc LCI 7.750 27.780 4/15/2026 Lightning eMotors ZEV 7.500 64.000 5/15/2024 MAI Holdings Inc MAIHLD 9.500 30.245 06/01/2023 MAI Holdings Inc MAIHLD 9.500 30.245 06/01/2023 MAI Holdings Inc MAIHLD 9.500 30.245 06/01/2023 MBIA Insurance Corp MBI 15.339 11.739 1/15/2033 MBIA Insurance Corp MBI 15.454 11.739 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 95.000 10/01/2023 Macy's Retail Holdings LLC M 6.700 85.853 7/15/2034 Morgan Stanley MS 1.800 66.283 8/27/2036 National CineMedia NATCIN 5.750 11.297 8/15/2026 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Party City Holdings PRTY 6.125 41.250 8/15/2023 Party City Holdings PRTY 6.125 40.816 8/15/2023 Peninsula Pacific Entertainment LLC / Peninsula Pacific Entertainment Finance In PENIPA 8.500 107.601 11/15/2027 Peninsula Pacific Entertainment LLC / Peninsula Pacific Entertainment Finance In PENIPA 8.500 107.601 11/15/2027 Peninsula Pacific Entertainment LLC / Peninsula Pacific Entertainment Finance In PENIPA 8.500 107.692 11/15/2027 Peninsula Pacific Entertainment LLC / Peninsula Pacific Entertainment Finance In PENIPA 8.500 107.842 11/15/2027 Plains All American Pipeline LP PAA 6.125 82.750 N/A Quotient Technology QUOT 1.750 95.125 12/01/2022 Renco Metals Inc RENCO 11.500 24.875 07/01/2003 Revlon Consumer Products Corp REV 6.250 14.000 08/01/2024 RumbleON Inc RMBL 6.750 41.980 01/01/2025 Sears Holdings Corp SHLD 8.000 0.820 12/15/2019 Sears Holdings Corp SHLD 6.625 5.088 10/15/2018 Sears Holdings Corp SHLD 6.625 3.842 10/15/2018 Sears Roebuck Acceptance Corp SHLD 6.750 2.172 1/15/2028 Sears Roebuck Acceptance Corp SHLD 7.000 1.718 06/01/2032 Sears Roebuck Acceptance Corp SHLD 6.500 2.000 12/01/2028 Sears Roebuck Acceptance Corp SHLD 7.500 1.500 10/15/2027 Shift Technologies SFT 4.750 20.350 5/15/2026 TPC Group Inc TPCG 10.500 53.443 08/01/2024 TPC Group Inc TPCG 10.500 53.443 08/01/2024 Terminix Co LLC/The SERV 7.250 132.699 03/01/2038 TerraVia Holdings TVIA 5.000 4.644 10/01/2019 UpHealth Inc UPH 6.250 31.500 6/15/2026 Wesco Aircraft Holdings Inc WAIR 13.125 30.142 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 51.309 11/15/2024 Wesco Aircraft Holdings Inc WAIR 13.125 30.142 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 51.037 11/15/2024 Wilton Re Finance WILTON 5.875 85.916 3/30/2033 Wilton Re Finance WILTON 5.875 85.916 3/30/2033 Wilton Re Finance WILTON 5.875 85.916 3/30/2033 ********* 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 ***