/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/221024.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 24, 2022, Vol. 26, No. 296 Headlines 109 JEROME AVE: Oct. 27 Plan Confirmation Hearing Set 22 ELM RYE: Hires Bronson Law Offices P.C. as Legal Counsel 305 EAST 61ST: Little Hearts Adversary Proceeding Dismissed 40TH STREET DEVELOPMENT: Hits Chapter 11 Bankruptcy Protection 5280 AURARIA: Nov. 30 Disclosure Statement Hearing Set ADAM LLC: Seeks to Hire Frances Hoit Hollinger as Counsel ALERISLIFE INC: Appoints Philip Benjamson as Senior VP, COO ALTA MESA: Trustee's Suit Against Certain Directors Dismissed AMC ENTERTAINMENT: Pays 15% Yield on $400M Junk Bond for Refinance AMERICAN EQUITY: Unsecureds to Get Paid from Litigation Proceeds ARETE REHABILITATION: Seeks to Hire Amann Burnett PLLC as Counsel ATLANTA WEST: Files Emergency Bid to Use Cash Collateral ATLANTIC CITY, NJ: S&P Raises GO Debt Rating to 'BB', Outlook Pos. BELLISIMADOLL HAIR: Hires Bronson Law Offices as Counsel BEN'S GARDEN INC: Hires Certilman Balin Adler as Counsel BULLSTRAP LLC: Wins Cash Collateral Access Thru Nov 30 CELSIUS NETWORK: Asset Sale Faces UST Objection Over Disclosures CELSIUS NETWORK: Creditors Oppose a Chapter 11 Equity Committee CINEWORLD GROUP: Hires A&G Realty Partners as Real Estate Advisor CINEWORLD GROUP: Hires Ashurst LLP as Special Counsel CINEWORLD GROUP: Hires Jackson Walker as Co-Counsel CINEWORLD GROUP: Hires James Mesterharm of AlixPartners as CRO CINEWORLD GROUP: Hires PJT Partners LP as Investment Banker CINEWORLD GROUP: Hires Slaughter and May as Special Counsel CINEWORLD GROUP: Seeks to Hire PwC as Independent Auditor CIP 1106: Unsecured Creditors to be Paid in Full in Plan COLORADO WORLD: Dec. 1 Disclosure Statement Hearing Set CORDIA CORP: Incurs $182K Net Loss in H1 2022 CUMBERLAND RJ: Wins Cash Collateral Access Thru Nov 17 CUSTOM ALLOY: Hits Chapter 11 Bankruptcy Protection DANIEL COCHRAN: Automatic Stay Remains, Tax Court Says DATA AXLE: S&P Downgrades ICR to 'CCC-', On CreditWatch Negative DOMINICK GALLUZZO: 3rd Circuit Affirms Enforceability of IRS' Claim DRIVERGENT INC: Court OKs Cash Collateral Use, $750,000 DIP Loan ECO PRESERVATION: Seeks to Hire Harry P. Long LLC as Counsel ECTOR COUNTY: Appealed Case Withdrawn From Mandatory Mediation ELEVATED CONSTRUCTION: Seeks as Collateral Access ENDO INTERNATIONAL: Ellington Holdings Corrected in Disclosures ENDO INTERNATIONAL: Jones Day Advises Non-RSA First Lien Lenders ESJ TOWERS: Court Rules Cuprill Does Not Have Adverse Interest FIRST FRUITS: Wins Cash Collateral Access Thru Nov. 3 FLIX BREWHOUSE: Seeks to Hire Much Shelist P.C. as Counsel FRALEG GROUP: Amends Plan to Resolve CAF Secured Claim Issues GANDYDANCER LLC: U.S. Trustee Opposes Disclosure Statement GENESIS CARE: S&P Downgrades ICR to 'CCC', Outlook Negative GWG HOLDINGS: Proskauer Represents Broker/Dealers HAZELTON TRUST: US Trustee's Bid to Dismiss Bankruptcy Case Granted HIDDEN ACRES: Continued Operations to Fund Plan Payments HUCKLEBERRY PARTNERS: Objections Resolved; Plan Confirmed IFRESH INC: Elects Min Xu as Director to Fill Vacancy J.E.H. PROPERTIES: Affiliates' Contribution & Revenues to Fund Plan JNF INVESTMENTS: Nov. 16 Plan & Disclosure Hearing Set JUMAS FOOD: Files Emergency Bid to Use Cash Collateral KAPCO FOODS: Wins Final OK to Access Cash Collateral KEYS MEDICAL STAFFING: Wins Cash Collateral Access Thru Nov 15 LB STEEL: Committee Recovers $252K From Steelcast LUCIEN H. MARIONEAUX JR: Settlement With LMJM Trust Gets Approval LV FORTUNE LLC: Hires Larson & Zirzow LLC as Counsel LZG INTERNATIONAL: Incurs $3.7 Million Net Loss in First Quarter MADISON SQUARE: Mediation With Insurers to End Oct. 21 MICHAEL JACQUES JACOBS: Judge Orders Dismissal of Bankruptcy Case MOUNTAIN PROVINCE: To Release Q3 2022 Results on Nov. 18 MULLEN AUTOMOTIVE: Gets OK to Acquire Electric Last Mile Assets N & N ELECTRIC INC: Starts Subchapter V Case NATIONAL CINEMEDIA: To Offer $100 Million Worth of Securities NEXTPLAY TECHNOLOGIES: Delays Filing of Quarterly Report NORTH FORK COMMUNITY: Wins Cash Collateral, $510,000 DIP Loan OLYMPIA SPORTS: Wins Final Cash Collateral Access OMNIQ CORP: Named Total Solution Partner PACKABLE HOLDINGS: Hires Hilco IP Services as Consultant PACKABLE HOLDINGS: Seeks Court Approval to Hire Real Estate Brokers PARAMOUNT HEALTH: Seeks to Hire Kean Miller LLP as Counsel PHUNWARE INC: Adjourns Annual Meeting of Stockholders Until Nov. 4 PIPELINE HEALTH: Law Firm of Russell Represents Utility Companies PIPELINE HEALTH: Sussman & Moore Represents Utility Companies PRODIGY NETWORK: Chapter 7 Trustee Has Settlement With GAIC Q BIOMED: Delays Form 10-Q Filing for Period Ended Aug. 31 RED INTERMEDIATECO: S&P Alters Outlook to Neg., Affirms 'B-' ICR RELMADA THERAPEUTICS: Kenneth Griffin Reports 4.4% Equity Stake RELMADA THERAPEUTICS: Point72 Entities Hold 7.3% Equity Stake REMARK HOLDINGS: Successfully Appeals Nasdaq Delisting Notice RENEWABLE ENERGY: Court OKs Cash Collateral Access Thru Nov 28 ROOF IT BETTER: Court OKs Interim Cash Collateral Access RTW CONSTRUCTION: Cash Collateral Access, DIP Loan OK'd RYAN ENVIRONMENTAL: Asset Sale Proceeds to Fund Plan S.D.S. DINING: Hires Leech Tishman Robinson Brog PLLC as Counsel SANTA FE ARCHDIOCESE: Files Proposed Bankruptcy-Exit Plan SAS AB: Court Slams Trustee's Bid to Disqualify Investment Banker SEAICH CARD: Hires Cohne Kinghorn P.C.as Bankruptcy Counsel SEAICH CARD: Hires Rocky Mountain Advisory LLC as Accountant SEARS HOLDINGS: 2nd Circ. Rejects Claim Assets Undervalued in Ch.11 SEAWORLD PARKS: S&P Upgrades ICR to 'BB-', Outlook Stable SERMA HOLDINGS: Seeks to Hire Harry P. Long LLC as Counsel SEVEN STARS: Dismissal of Bankruptcy Case Affirmed on Appeal ST. JAMES NURSING: Patel Cannot Enforce Settlement Agreement STATERA BIOPHARMA: Receives Noncompliance Notice From Nasdaq STATERA BIOPHARMA: Signs MOU to Acquire Minority Stake in HOLO STOCKTON GOLF: Court OKs Cash Collateral Access Thru Nov. 1 SUN PACIFIC: Invictus to Offer Insurance Wrap for $50M Solar Plant TALEN ENERGY: Committee Says Joint Plan Unconfirmable TALEN ENERGY: Creditor Farr Says Disclosures Insufficient TD HOLDINGS: To Acquire Controlling Interest in Shenzhen Tongdow THORCO INC: Seeks to Hire Johnson May as Legal Counsel TOPS HOLDING II: Suit Over Massive Dividends Survives Dismissal Bid TOSCA SERVICES: S&P Lowers ICR to 'B-' on Negative Free Cash Flow TOYS R US: Chapter 11 Trust Settles Lawsuit Vs. Former Executives TRINITY STONE: Seeks Chapter 11 Bankruptcy Protection TROIKA MEDIA: Obtains Limited Default Waiver From Blue Torch TVS CONSTRUCTION: Amends Unsecured Claims Pay Details TYCOON PRODUCTIONS: Files Emergency Bid to Use Cash Collateral ULTRA PETROLEUM: 5th Circuit Affirms $387M Make-Whole Amount ULTRA PETROLEUM: Owes Creditors Extra Due to Gas-Price Increases UNIVERSAL REHEARSAL: Case Summary & 11 Unsecured Creditors VICTORY BUYER: S&P Downgrades ICR to 'CCC+', Outlook Negative VIDEO DISPLAY: Posts $65K Net Income in Second Quarter VISION DEMOLITION: Seeks Cash Collateral Access VITAL PHARMACEUTICALS: $454MM DIP Loan from Truist Has Interim OK VOYAGER DIGITAL: Creditors Oppose Immunity for Execs. WESLEY WOODS: Fitch Affirms 'BB+' Rating on $15.5MM 2021 Bonds [*] Daniel Larsen Joins Getzler Henrich & Associates as Director [^] BOND PRICING: For the Week from October 17 to 21, 2022 ********* 109 JEROME AVE: Oct. 27 Plan Confirmation Hearing Set ----------------------------------------------------- On Oct. 13, 2022, debtor 109 Jerome Ave LLC filed with the U.S. Bankruptcy Court for the District of New Jersey a Third Modified Disclosure Statement referring to a Fourth Modified Plan. On Oct. 17, 2022, Judge Michael B. Kaplan approved the Disclosure Statement and ordered that: * Oct. 25, 2022, is fixed as the last day for filing written acceptances or rejections of the Plan. * Oct. 27, 2022, at 10:00 AM is fixed for the hearing on confirmation of the Plan. * Oct. 25, 2022, is fixed as the last day for filing and serving pursuant to Fed. R. Bankr. P. 3020(b)(1) written objections to confirmation of the Plan. A copy of the order dated October 17, 2022, is available at https://bit.ly/3gvhIfA 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. 22 ELM RYE: Hires Bronson Law Offices P.C. as Legal Counsel ----------------------------------------------------------- 22 Elm Rye, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Bronson Law Offices, P.C., as its legal counsel. The firm will render these services: (a) assist in the administration of the Debtor's Chapter 11 case; (b) prepare or review operating reports; (c) set a deadline for filing proofs of claim; (d) seek court approval to use cash collateral; (e) review claims and resolve claims, which should be disallowed; and (f) assist in reorganizing and confirming a Chapter 11 plan. Bronson Law Offices will be paid at these rates: H. Bruce Bronson, Esq. $495 per hour Paralegal or Legal Assistant $150 to $250 per hour The firm received a retainer in the amount of $12,000. As disclosed in court filings, Bronson Law Offices does not represent any interest adverse to the Debtor and its estate. Bronson Law Offices can be reached at: H. Bruce Bronson, Esq. Bronson Law Offices, P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 Fax: )888) 908-6906 Email: hbbronson@bronsonlaw.net About 22 Elm Rye 22 Elm Rye Inc. is a restaurant operator specializing in Mediterranean cuisine. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22544) on August 16, 2022. In the petition signed by Alan Schoening, president, the Debtor disclosed $1,318,000 in total assets and $2,938,497 in total liabilities. Judge Sean H. Lane oversees the case. H. Bruce Bronson, Esq., at Bronson Law Office, P.C. is the Debtor's counsel. 305 EAST 61ST: Little Hearts Adversary Proceeding Dismissed ----------------------------------------------------------- The US Bankruptcy Court for the Southern District of New York, through a memorandum order dated Oct. 11, 2022, dismissed the adversary proceeding titled In re: 305 EAST 61ST STREET GROUP LLC, Chapter 11, Debtor. LITTLE HEARTS MARKS FAMILY II L.P., Plaintiff, v. JASON D. CARTER and 61 PRIME LLC, Defendants, Adv. Pro. No. 21-01137 (SHL), (Bankr. S.D.N.Y.). Given the dismissal of this case, Plaintiff Little Hearts Marks Family II L.P.'s motion to abstain or remand the case is denied as moot. Defendants Jason Carter and 61 Prime LLC have filed a motion to dismiss the Adversary Proceeding, arguing that the Little Hearts, lacks standing to pursue the allegations in the Complaint which was originally filed in New York State Supreme Court during the pendency of these bankruptcy proceedings and removed by the Defendants to the Bankruptcy Court. The Defendants believe that the claims asserted in the Complaint belong to the Debtor 305 East 61st Street Group LLC. They argue that the creditor trustee appointed under the Debtor's plan of liquidation has the exclusive right to pursue those claims. Prior to its bankruptcy filing, the Debtor operated as a New York limited liability company that consisted of four members: Prime, Little Hearts, Thaddeus Pollack, and Onestone 305 LLC. Little Hearts held a 30% ownership interest in the Company. The Court finds that the vast majority of the claims asserted in the Complaint are derivative and Little Hearts lacks standing to pursue them. The damages asserted in the Complaint flow directly from the impact of the Defendants' actions upon the Company's operations. The Defendants' alleged mismanagement of the Company—culminating in the sale of the Building to Lazarus 5—resulted in harm to all equity holders, including not only Little Hearts, but also Onestone and Thaddeus Pollack. Likewise, the language of the proof of claim filed by Little Hearts in the Debtor's bankruptcy case demonstrates how inextricably interwoven the causes of action in the Complaint are with the Debtor—it clearly echoes the allegations of corporate mismanagement in this Adversary Proceeding. As derivative claims, the Court concludes that the causes of action belonged to the Debtor and pursuant to the terms of the Debtor's plan and the Creditor Trust Agreement, are now vested with the Creditor Trust. The terms of the Debtor's confirmed plan explicitly enjoin Little Hearts from pursuing any claims that belong to the Creditor Trust. A full-text copy of the Memorandum of Decision dated Oct. 11, 2022, is available at https://tinyurl.com/5ch7brvw from Leagle.com. About 305 East 61st Street Group Based in New York, 305 East 61st Street Group LLC, a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-11911) on June 10, 2019. At the time of filing, the Debtor was estimated to have assets and debt of $10 million to $50 million. The case is assigned to Hon. Sean H. Lane. The Debtor's counsel is Robert J. Spence, Esq., at Spence Law Office, P.C., in Roslyn, New York. The Debtor's accountant is Singer & Falk. 40TH STREET DEVELOPMENT: Hits Chapter 11 Bankruptcy Protection -------------------------------------------------------------- 40th Street Development LLC filed for chapter 11 protection in the Northern District of California without stating a reason. According to court filings, 40th Street Development LLC estimates $10 million to $50 million in debt to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Nov. 15, 2022, at 10:00 AM via Tele/Videoconference - www.canb.uscourts.gov/calendars. Proofs of claim are due by Feb. 13, 2023. About 40th Street Development LLC 40th Street Development LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 40th Street Development LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal.. Case No. 22-50930) on October 13, 2022. In the petition filed by Steven Trinh, as managing member, the Debtor reported assets and liabilities between $10 million and $50 million. The Debtor is represented by Eric A. Nyberg of Kornfield Nyberg Bendes Kuhner & Little. 5280 AURARIA: Nov. 30 Disclosure Statement Hearing Set ------------------------------------------------------ Judge Kimberley H. Tyson of the U.S. Bankruptcy Court for the District of Colorado has entered an order within which November 30, 2022 at 10:00 a.m. is the hearing to consider the adequacy of and to approve the Disclosure Statement of 5280 Auraria, LLC. Judge Tyson further ordered that objections to the Disclosure Statement shall be filed and served no later than November 23, 2022. A copy of the order dated October 18, 2022, is available at https://bit.ly/3F5bptt from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael J. Pankow, Esq. Amalia Sax-Bolder, Esq Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street Denver, CO 80202 Tel: (303) 223-1100 Email: mpankow@bhfs.com Email: asax-bolder@bhfs.com About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is the Debtor's counsel. ADAM LLC: Seeks to Hire Frances Hoit Hollinger as Counsel --------------------------------------------------------- Adam, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to employ Frances Hoit Hollinger, LLC as counsel. The firm will provide these services: a. take appropriate action with respect to secured and priority creditors; b. take appropriate action with respect to possible voidable preferences and transfers; c. prepare on behalf of the Debtor-in-possession necessary petitions, answers, orders, reports and other papers and to try before the court whatever issues are deemed necessary; d. investigate the accounts of the Debtor and the financial transactions related thereto; and e. perform all other legal services for the Debtor-in-Possession which may be deemed necessary. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Frances Hoit Hollinger, Esq., a partner at Frances Hoit Hollinger, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Frances Hoit Hollinger, Esq. Frances Hoit Hollinger, LLC 109 N Conception St. Mobile, AL 36602 Email: (251) 432-8878 E-mail: FranHollinger@aol.com About Adam LLC Adam, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 22-11979) on September 26, 2022, disclosing under $1 million in both assets and liabilities. The Debtor is represented FRANCES HOIT HOLLINGER, LLC. ALERISLIFE INC: Appoints Philip Benjamson as Senior VP, COO ----------------------------------------------------------- The Board of Directors of AlerisLife Inc. has appointed Philip Benjamson as senior vice president and chief operating officer of the Company, effective Oct. 17, 2022. Prior to joining the Company, Mr. Benjamson, 55, served as vice president-Senior Housing Operations at Trinity Health Senior Communities since May 2021. Prior to Trinity Health Senior Communities, Mr. Benjamson served as chief operating officer at Resort Lifestyle Communities from July 2018 to May 2021 and at Blake Management Group from December 2016 to July 2018. Prior to those roles, Mr. Benjamson held several leadership roles in sales and marketing at senior living companies. Mr. Benjamson holds a Bachelor of Arts in Organizational Development from the University of California, Davis. Mr. Benjamson has advised the Company that he has no arrangements or understandings with any other person pursuant to which he was appointed senior vice president and chief operating officer. He also advised the Company that he has no family relationships with any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Benjamson's annual base salary will be $300,000. He will be eligible for bonuses and future share awards in amounts to be determined in the Company's discretion. About AlerisLife AlerisLife Inc., formerly known as Five Star Senior Living Inc., collectively with its consolidated subsidiaries, is a holding company incorporated in Maryland and substantially all of its business is conducted by its two segments: (i) residential (formerly known as senior living) through its brand Five Star Senior Living, or Five Star, and (ii) lifestyle services (formerly known as rehabilitation and wellness services) primarily through its brands Ageility Physical Therapy Solutions and Ageility Fitness, or collectively Ageility, as well as Windsong Home Health. AlerisLife reported a net loss of $29.93 million for the year ended Dec. 31, 2021, and a net loss of $7.59 million for the year ended Dec. 31, 2020, and a net loss of $20 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $396.47 million in total assets, $114.85 million in total current liabilities, $110.08 million in total long-term liabilities, and $171.54 million in total shareholders' equity. ALTA MESA: Trustee's Suit Against Certain Directors Dismissed ------------------------------------------------------------- In the adversary case captioned IN RE: ALTA MESA RESOURCES, INC., et al., Chapter 11, Debtors. DAVID DUNN, Plaintiff, v. HARLAN H. CHAPPELLE, et al., Defendants, Adversary No. 21-3423, (Bankr. S.D. Tex.), Bankruptcy Judge Marvin Isgur dismisses the claims filed by David Dunn, the Trustee of the Alta Mesa Holdings Litigation Trust against James Hackett, Donald Dimitrievich, Pierre Lapeyre, and David Leuschen. However, the claims against Harlan Chappelle, Michael Ellis, and Turner are not dismissed. The Trustee brought this suit against certain former directors and officers of Alta Mesa Holdings, LP ("Alta Mesa"), Alta Mesa Resources, Inc. ("AMR"), and Alta Mesa, LLC ("Alta Mesa GP"), namely: (1) Harlan Chappelle served as CEO of Alta Mesa and as CEO, President, and director of Alta Mesa GP until his resignation on Dec. 26, 2018. Chappelle also acted as CEO of AMR and sat on AMR's board of directors until his resignation. (2) Michael Ellis served as COO of Alta Mesa and as a director of Alta Mesa GP until his resignation on Dec. 26, 2018. He also served as the COO of Alta Mesa GP and sat on the AMR board of directors until his resignation. (3) Tim Turner served as Vice President of Corporate Development and Reserves at Alta Mesa. (4) James Hackett served as executive chairman of the AMR board of directors and as a director of Alta Mesa GP. (5) Donald Dimitrievich served on AMR's board of directors. (6) Pierre Lapeyre served on AMR's board of directors. (7) David Leuschen served on AMR's board of directors. The Trustee alleges that certain of the defendants held multiple roles at multiple levels of Alta Mesa and its affiliates. He further alleges that the defendants breached their fiduciary duties to Alta Mesa by approving and continuing to operate a drilling program despite early indications of lower-than-predicted production levels. Certain defendants filed a motion to dismiss on the basis that (i) they did not owe fiduciary duties to Alta Mesa; or (ii) the business judgment rule protects their actions. The Trustee uses the organizational structure of Alta Mesa and its affiliates to conclude that "the Directors and Officers of AMR owed a fiduciary duty to Alta Mesa as the human controllers of Alta Mesa." The Court finds that the Trustee's falls short for two reasons. First, the Trustee relies on Alta Mesa's Limited Partnership Agreement to establish the basis and nature of the fiduciary duty, but the defendants were not parties to the Agreement. Second, the facts do not support any theory that would impute the fiduciary duties from the Agreement or by operation of law to AMR's directors. The Court points out section 6.2 of Alta Mesa's Limited Partnership Agreement which provides that the "General Partner shall manage and control the Partnership and its business and affairs in accordance with the standards of the industry, and shall use reasonable, good faith efforts to carry out the business of the Partnership." Only the general partner owes fiduciary duties to Alta Mesa. Nowhere does the Agreement state that directors or officers of AMR owe fiduciary duties to Alta Mesa. The directors and officers of Alta Mesa owed Alta Mesa fiduciary duties. Likewise, Alta Mesa GP owed fiduciary duties to Alta Mesa as general partner of Alta Mesa. While there are "tiers" in the organizational structure, the defendants are not themselves general partners of any entity within that structure. They were (i) officers of the LLC that is Alta Mesa's general partner and (ii) directors of AMR. To make a plausible claim against the officers of Alta Mesa GP, Dunn would have to first argue that Alta Mesa GP breached its fiduciary duties to Alta Mesa. To the extent Dunn attempts to argue that the defendants owed fiduciary duties to Alta Mesa through their roles as either directors of AMR or officers of Alta Mesa GP, Dunn fails to state a claim for relief. As Dimitrievich, Lapeyre, Hackett, and Leuschen only served in those capacities, the Court grants the motion to dismiss those four defendants. The Court explains that the claims against the officers of Alta Mesa (Chappelle, Ellis, and Turner) for breach of fiduciary duties to Alta Mesa are different than claims against the officers and directors of Alta Mesa GP and AMR. Dunn's claims against the Alta Mesa officers do not suffer the same defects as the claims against the directors and officers of the parent companies because the alleged duty runs directly from the defendants to the company for which they serve as officers. A full-text copy of the Memorandum Opinion dated Oct. 13, 2022, is available at https://tinyurl.com/4k2p2w63 from Leagle.com. About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. AMC ENTERTAINMENT: Pays 15% Yield on $400M Junk Bond for Refinance ------------------------------------------------------------------ Kevin Simauchi of Bloomberg News reports that AMC Entertainment Holdings Inc sold a $400 million junk bond Friday, offering a whopping 15% yield to lure buyers to the deal that will refinance debt at one of its units. The move is the latest example of a company willing to pay higher rates in an increasingly volatile market. Proceeds from the deal will go toward refinancing term loans held by AMC's subsidiary, Odeon Cinemas Group Ltd., Europe’s largest theater chain. The secured bond, led by Citigroup Inc., offers a coupon of 12.75% and a price of 92 cents on the dollar, according to people familiar with it. About AMC Entertainment AMC Entertainment, through its subsidiaries, engages in the theatrical exhibition business. As of December 31, 2015, it owned, operated, or held interests in 387 theatres with a total of 5,426 screens primarily in North America. The company was founded in 1920 and is headquartered in Leawood, Kansas. The Company is a subsidiary of AMC Entertainment Holdings, Inc. AMERICAN EQUITY: Unsecureds to Get Paid from Litigation Proceeds ---------------------------------------------------------------- American Equity Advisory Group, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated October 17, 2022. American Equity is a privately held Florida limited liability company formed in July 2006 by Charles D. Oliver ("Mr. Oliver") to provide retirement advisory services to individuals and businesses. In late 2018 the Debtor became entangled in the fallout surrounding Future Income Payments, LLC's implosion after the Bureau of Consumer Financial Protection, (the "Bureau") initiated its Complaint for Violations of the Consumer Financial Protection Act of 2010 and the Truth in Lending Act, filed on Sept. 9, 2018, against Future Income Payments, LLC, ("FIP") and related parties, Case No. 8:18-cv-01654, in the U.S. District Court, Central District of California Southern Division, (the "FIP Action"). Prior to Petition Date, the Debtor undertook exhaustive efforts to fairly and equitably settle pending litigation. However, the enormous legal fees continued to take a very heavy toll upon the Debtor. Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in order to preserve its assets for the benefit of all creditors. Since Petition Date, Debtor and Mr. Oliver have reached agreements with FIP Receiver and 5 of the FIP Clients; the settlements are incorporated into the Plan. Class 1 consists of the Allowed Unsecured Claim of Beattie A. Ashmore, as Receiver, in the case In Re Receiver, 6:19-cv-1112-BH ("FIP Receiver Claim"). In full satisfaction of its Allowed Class 1 Claim, FIP Receiver, the Debtor and Mr. Oliver have agreed to the following: * The Allowed Claim shall be in the full amount filed; however, as settlement, FIP Receiver has agreed to accept $1,000,000 (the "Settlement Amount") on the terms set forth herein. The payments identified in subsection (ii) through (v) shall be credited to the Settlement Amount; * The following parties shall be obligors on the Settlement Amount: the Debtor and Mr. Charles Oliver (the "Obligors"). During the payment period for the Settlement Amount, the following parties agree to toll the statute of limitations with respect to any claims which could be brought by the Receiver: Leanna Oliver, Oliver Heritage, LLC, Hidden Wealth, LLC, Legacy of Faith Trust ("LOF Trust"), The Institute of Financial Enrichment, LLC, Incredible Concepts, LLC, Upside Solutions, LLC, Moving Furniture, LLC, Oliver, Avery & Bryant, LLC, and Legacy of Faith, L.P. (collectively, the "Tolling Parties"); * Mr. Oliver will cause $100,000 (the "Down Payment") to be paid to the FIP Receiver within 30 days of the entry of an order confirming the Debtor’s Plan; * Mr. Oliver shall immediately cause LOF Trust to list the lot located at 60 Walnut Valley Parkway in Arden, NC (the "Lot") for sale. The draft closing statement for any proposed sale shall be forwarded to counsel for the Receiver at least 48 hours prior to closing. The sale and the closing statement shall be subject to the Receiver's approval. This is designed to ensure that no funds are remitted to any Obligors or other related/affiliated parties. The net proceeds, after the payment of reasonable sales commissions to any third-party broker and customary reasonable closing costs, from the sale of the Lot (the "Net Sale Proceeds") shall, be remitted, up to the remaining Settlement Amount, to the FIP Receiver; and * if the Net Sale Proceeds are not sufficient to pay the Settlement Amount less the Down Payment in full or (y) the Lot does not sell and close within 6 months after confirmation of the Plan, the Obligors shall have an additional 6 months to pay the balance of the Settlement Amount. Class 2 consists of General Unsecured Claims. In full satisfaction of the Allowed Claims of the Unsecured Creditors, including any and all Claims of the FIP Clients and the SBA, the Holders of Allowed Class 2 Claims shall receive a Pro Rata share from the proceeds (after fees and costs), if any, from the District Court Litigation. Currently, there are competing motions for summary judgment under advisement. If Mr. Oliver and Debtor prevail on summary judgment, they will pursue damages and recovery through settlement or litigation. In addition to proceeds from the District Court Litigation, Mr. Oliver has also reached agreement in respect of 5 of the 7 suits by FIP Clients (the "FIP Settlements"). As part of the FIP Settlements, Mr. Oliver will stipulate to judgment, provide truthful testimony in respect of the matters being litigated, and provide any documents in respect of the marketing of the FIP product. In return, the Plaintiffs as to the FIP Settlement have agreed to limit recovery in respect of Mr. Oliver to amounts distributed in the Plan and vote in favor of the Plan including the release in favor of Mr. Oliver. Class 3 consists of any and all membership interests, common stock, stock options, and warrants currently issued or authorized in American Equity Advisory Group, LLC. All currently issued and outstanding Equity Interests in American Equity Advisory Group, LLC shall be retained by their respective holders. The Plan contemplates that the Reorganized Debtor will continue to operate its reorganized business. The Plan Payments will be provided by Mr. Oliver or the net proceeds of the District Court Litigation. All cash in excess of operating expenses generated from operations until the Effective Date will be used for Plan Payments. A full-text copy of the Plan of Reorganization dated October 17, 2022, is available at https://bit.ly/3N88wdH from PacerMonitor.com at no charge. Attorneys for the Debtor: R. Scott Shuker, Esq. Mariane L. Dorris, Esq. Shuker & Dorris, PA 121 S. Orange Avenue, Suite 1120 Orlando, FL 32801 Telephone: (407) 337-2060 Facsimile: (407) 337-2050 Email: rshuker@shukerdorris.com mdorris@shukerdorris.com About American Equity Advisory Group American Equity Advisory Group, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02889) on Aug. 12, 2022. The petition was signed by Charles D. Oliver as CEO and manager. At the time of filing, the Debtor estimated $50,000 to $100,000 in assets and $10 million to $50 million in liabilities. R. Scott Shuker, Esq., at Shuker & Dorris, P.A., is the Debtor's counsel. ARETE REHABILITATION: Seeks to Hire Amann Burnett PLLC as Counsel ----------------------------------------------------------------- Arete Rehabilitation, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ Amann Burnett PLLC as 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 businesses and properties; b. attending meetings and negotiating with representatives of creditors and other parties in interest, responding to creditor inquiries, and advising and consulting on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; c. negotiating and preparing on behalf of the Debtor a plan or plans of reorganization, and all related documents, and prosecuting the plan or plans through the confirmation process; d. representing the Debtor in connection with any adversary proceedings or automatic stay litigation that may be commenced in the proceedings and any other action necessary to protect and preserve the Debtor's estates; e. advising the Debtor in connection with any sale of assets; f. representing and advising the Debtor regarding post-confirmation operations and consummation of a plan or plans of reorganization; g. appearing before this Court, any appellate courts, and administrative hearings conducted by the Office of the United States Trustee and protecting the interests of the Debtor and the estate before such courts and the UST; h. preparing necessary motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; and i. performing all other legal services for and providing all other legal advice to the Debtor that may be necessary and proper in these proceedings, including, without limitation, services or legal advice relating to applicable state and federal laws and securities, labor, commercial, and real estate laws. The firm will be paid at these rates: William J. Amann, Esq. $275 per hour Joshua A. Burnett, Esq. $275 per hour Cynthia Shaw, Paralegal $180 per hour The Debtor paid the firm pre-petition the amount of $17,738 which consisted of $15,034 for earned legal fees with $1,738 as an expense for the statutory filing fee with a balance of $1,016 currently in trust funds to confer with the Debtor and the firm to evaluate a potential bankruptcy case, and prepare a Voluntary Petition for relief under the Bankruptcy Code. As of the petition date, the Debtor owed the firm the amount of $4,111. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. William J. Amann, Esq., a partner at Amann Burnett PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William J. Amann, Esq. Amann Burnett PLLC 757 Chestnut Street Manchester, NH 03104 Tel: (603) 696-5401 Email: wamann@amburlaw.com About Arete Rehabilitation Arete Rehabilitation Inc. -- https://www.areterehab.com/ -- specializes in older adult care, Arete Rehab provides physical, occupational, and speech therapy services in the north east. Arete Rehabilitation filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 22-10477) on Sept. 28, 2022. In the petition filed by Dr. Janet L. Mahoney, as president and CEO, the Debtor reported assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. James S. LaMontagne has been appointed as Subchapter V trustee. The Debtor is represented by William J. Amann of Amann Burnett, PLLC. ATLANTA WEST: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Atlantic West One, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral in accordance with the budget, with a 10% variance, and provide adequate protection. The Debtor's sole asset is a hair salon that it operates as a "Fantastic Sam's". The Debtor has operated the Hair Salon since 2008 and it currently employs seven people. Like other businesses, the Hair Salon had to shut down at the start of the quarantine on approximately March 19, 2020. Since that time, the Hair Salon was shut down for many months. Even when it was able to open, because of the safety measures regarding maintaining distance between people and wearing masks, the Hair Salon did not recover its historical income levels. Since reopening after business restrictions were lifted by the various levels of government, the Hair Salon still has not recovered its historical levels of income, especially since the shopping center in which it is located appears to be approximately 30% vacant. In other words, the shopping center does not provide the traffic or clientele that it once did. This seems to be due in part to the sea change in shopping habits that has led people to stop shopping as much at shopping centers in the last few years, which accelerated after the onset of the COVID-19 pandemic. The U.S. Small Business Administration is the Debtor's only secured creditor. The Debtor's historical (especially its pre-pandemic 2019 results) operating results and future projections indicate that this trend will continue and improve over the next year, providing ample adequate protection to the SBA's interests. Moreover, as additional adequate protection will include the following provision in the cash collateral order: 1. The SBA will receive a replacement lien on post-petition assets having the same priority, scope and rights under applicable law as the SBA's prepetition lien. 2. The SBA will receive, through the Debtor's filing with the court or otherwise as requested by the SBA. monthly operating reports as required by the Office of the United States Trustee, which will show cash usage and monthly income statements. A copy of the motion is available at https://bit.ly/3VDnOuE from PacerMonitor.com. About Atlantic West One, Inc. Atlantic West One, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-15535) on October 11, 2022. In the petition signed by Mike Lavi, chief executive officer, the Debtor disclosed up to $1 million in both assets and liabilities. Giovanni Orantes, Esq., at the Orantes Law Firm, A.P.C., is the Debtor's counsel. ATLANTIC CITY, NJ: S&P Raises GO Debt Rating to 'BB', Outlook Pos. ------------------------------------------------------------------ S&P Global Ratings raised its long-term underlying rating on Atlantic City, N.J.'s general obligation (GO) debt to 'BB' from 'BB-'. The outlook is positive. "The upgrade reflects continued strengthening of the city's financial position following a sizable operating surplus in fiscal year 2021 and another projected in fiscal 2022," said S&P Global Ratings credit analyst Victor Medeiros. The full faith, credit, and taxing power of the city secures its GO bonds payable from ad valorem taxes levied on all real property within its borders without limitation as to rate or amount. S&P said, "We note the New Jersey Qualified Bond Act Program (QBA) provides additional security to certain GO bonds of the city. The QBA Program allows the state treasurer to intercept a portion of the city's qualified state aid to pay debt service on qualified bonds directly to the trustee. The rating and outlook on the QBA move in conjunction with the New Jersey general obligation (GO) debt. The rating on the QBA eligible bonds is one notch below the GO rating to reflect what we view as appropriation risk." "Atlantic City appears poised to continue its current trend and produce structurally balanced operating results over our two-year outlook period, despite its acute economic challenges and risks, and according to S&P Global Economics, the likelihood for a shallow economic recession in 2023," said Mr. Medeiros. The city has been under state oversight since 2016 and the state--through its Department of Community Affairs--has provided important financial and technical support, which has in turn led to stronger budgetary flexibility and management. S&P said, "In our opinion, the enactment of the Casino Property and Tax Stabilization Act (in its sixth year) has proven an important revenue stabilizer. Moreover, ongoing state support, as previously evidenced by the state's past commitment to authorize qualified bonds and provide additional state aid, has also helped provide stability. The city and state did well to navigate through the pandemic without any financial deterioration. Atlantic City recorded a sizeable audited surplus in 2021, increasing reserves to their highest level ever, and is estimating another surplus in 2022. "We consider Atlantic City's social risks a factor in our analysis due to its high poverty rates and weak income levels, which influence financial performance. The city is also vulnerable to chronic and acute physical climate risks given its coastal exposure and proximity to its core economic assets that, if affected by a severe weather event, could lead to significant revenue disruption. We also note that significant political discord among city and state officials led to governance structure risks in the past. However, there has been considerable improvement in the relationship, with the state providing the city important legislative, financial, and technical support. We view governance of its pension plans and lack of mechanism to prefund other postemployment benefits as a weakness for New Jersey local governments because it could lead to elevated and volatile costs." BELLISIMADOLL HAIR: Hires Bronson Law Offices as Counsel -------------------------------------------------------- Bellisimadoll Hair Specialists, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Bronson Law Offices, P.C. as bankruptcy counsel. The firm's services include: (a) assisting the Debtor in the administration of its Chapter 11 proceeding; (b) preparing or reviewing operating reports; (c) setting a bar date; (d) reviewing and resolving claims, which should be disallowed; (e) defending lift stay motions; (f) filing a motion to retain a broker and a motion to approve a sale; (g) assisting in drafting a plan of reorganization and all exhibits and schedules thereto, and seeking confirmation of the plan; and (h) all other services necessary to confirm the plan. Bronson Law Offices will be paid at these rates: H. Bruce Bronson, Esq. $475 per hour Paralegal or Legal Assistant $150 to $250 per hour The firm received a retainer in the amount of $11,750. As disclosed in court filings, Bronson Law Offices does not represent any interest adverse to Debtor and its estate. The firm can be reached through: H. Bruce Bronson, Esq. Bronson Law Offices, P.C. 480 Mamaroneck Ave Harrison, NY 10528-1621 Tel: (877) 385-7793 Email: hbbronson@bronsonlaw.net About Bellisimadoll Hair Specialists Bellisimadoll Hair Specialists, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 22-10586) on May 9, 2022, with as much as $1 million in both assets and liabilities. Judge Lisa G. Beckerman oversees the case. The Debtor is represented by H. Bruce Bronson, Esq., at Bronson Law Offices, P.C. BEN'S GARDEN INC: Hires Certilman Balin Adler as Counsel -------------------------------------------------------- Ben's Garden Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Certilman Balin Adler & Hyman, LLP as counsel to handle its Chapter 11 bankruptcy case. The firm will be paid at these rates: Richard McCord, Esq., Partner $535 per hour Jaspreet Mayall, Esq., Partner $535 per hour Robert Nosek, Esq., Associate $435 per hour Paraprofessionals $150 per hour The Debtor paid the firm an initial retainer of $25,000.00. Immediately prior to the Petition Date, the Debtor owed the firm the sum of $12,274.47 for services rendered and expense reimbursements through September 11, 2022. The firm will be waiving the the sum of $12,274.47 as part of the approval of its retention. Richard McCord, Esq., a partner at Certilman Balin Adler & Hyman, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard McCord, Esq. Certilman Balin Adler & Hyman, LLP 90 Merrick Avenue East Meadow, NY 11554 Tel: (516) 296-7000 Fax: (516) 296-7801 Email: rmccord@certilmanbalin.com About Ben's Garden Ben's Garden Inc. in Stony Brook, NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 22-72391) on September 12, 2022, listing $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Benjamin Busko as president, signed the petition. CERTILMAN BALIN ADLER & HYMAN, LLP serve as the Debtor's legal counsel. BULLSTRAP LLC: Wins Cash Collateral Access Thru Nov 30 ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized Bullstrap, LLC to use cash collateral on an interim basis in accordance with the budget through the hearing set for November 30, 2022, at 1:30 p.m. The Debtor requires the use of cash collateral to maintain its assets and pay payroll, payroll taxes, inventory suppliers and other vendors, overhead, costs to administer the Debtor's estate, and other expenses necessary to maximize the value of the Debtor's assets. As previously reported by the Troubled Company Reporter, the Debtor's primary indebtedness is an Economic Injury Disaster Loan from the U.S. Small Business Administration. As of August 26, 2022, the outstanding principal balance due under the Loan was $1,199,400. The Loan is evidenced by an original note dated May 21, 2020, and security agreement, a First Modification of the Note dated July 16, 2021, and a Second Modified of Note and Amended Security Agreement encumbering substantially all of the Debtor's assets. The Note matured on May 21, 2022. Although the extent, validity and priority of the SBA's secured position is not adjudicated by way of the Interim Order, in addition to the SBA's existing rights and interests and for the purpose of providing adequate protection for the use of cash collateral, the agency is granted valid, automatically perfected and enforceable security interests and liens equivalent to liens granted under Bankruptcy Code Sections 361, 363 and 364(c) in and upon (i) the Collateral; (ii) all property acquired by the Debtor after the Petition Date that is of the same nature, kind, type, or character as the Collateral in which the Lenders had an interest prior to the commencement of the Case (but excluding claims or causes of action of the Debtor or the estate available through the exercise of the powers granted pursuant to Sections 542, 544, 547, 548, 549, 550, 551 and 553); and (iii) all cash and receivables that are proceeds, products, offspring, or profits of the collateral. The Replacement Liens granted will: (i) be in addition to all security interests, liens and rights of set-off existing in favor of the SBA; (ii) be valid, perfected, enforceable and effective as of the date of the entry of the Interim Order without any further action by the Debtor or the SBA, and without the necessity of the execution, filing or recordation of any financing statements, security agreements, mortgages or other documents; and (iii) secure the payment of the indebtedness to the SBA, as the case may be, in an amount equal to any diminution in the value of the cash collateral or any other Collateral occurring from and after the Petition Date. In addition, the Debtor will pay the SBA $1,500 each month which will be unallocated until such time as the extent, validity and amount of the SBA's secured claim is conclusively established in the case by agreement or by Court order. The first payment will be due within 30 days of the Petition Date and each following payment will be paid within 30 days after the deadline of the prior month's payment. The Debtor will maintain, with financially sound and reputable insurance companies, insurance of the kind covering the Collateral, and in accordance with and in compliance with the U.S. Trustee Guidelines and naming the SBA loss payee as it may request and as its interest may appear. A copy of the order is available at https://bit.ly/3ETw7wy from PacerMonitor.com. About Bullstrap, LLC Bullstrap, LLC is a retailer of leather goods, including backpacks, cellular telephone cases, smart watch wristbands, and other lifestyle products. Bullstrap has a substantial online presence. Bullstrap sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-16627) on August 26, 2022. In the petition signed by Claudio Conte, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Erik P. Kimball oversees the case. Chad P. Pugatch, Esq., at Loriun Law is the Debtor's counsel. CELSIUS NETWORK: Asset Sale Faces UST Objection Over Disclosures ---------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that the Justice Department is opposing Celsius Network LLC's plan to sell its assets, arguing that the bankrupt crypto lender has not fully disclosed details on the assets to be sold. The sale plan also is premature and incomplete because the company should wait for a court-appointed examiner's review of its operations, according to the US Trustee’s Thursday filing with the US Bankruptcy Court for the Southern District of New York. The Vermont Department of Financial Regulation, one of multiple states investigating Celsius, also submitted court filings, similarly opposing the company’s sale plan. Celsius hasn't submitted a Chapter 11 reorganization plan, and there’s no apparent justification for holding the asset sale prior to the filing, the US Trustee added. The bankruptcy court in September ordered an independent examiner to look into how Celsius stores its crypto assets and maintains accounts. The examiner faces a December 10 deadline to issue a report. Celsius asked the bankruptcy couret last September 2022 to approve its bidding procedures. But the motion fails to identify what assets are being sold and is unclear on whether its crypto mining business is included, the US trustee said. "[T]he status and ownership of Debtors' most valuable potential asset—the cryptocurrency—has not been determined by the Court and will be addressed at least in part by the Examiner’s report," the Vermont regulator said Thursday, October 13, 2022, in its filing with the court. Questions also remain about whether Celsius and its principals are engaging in unregistered securities activity, the regulator said. At least 40 state regulators have been investigating possible mismanagement, fraud, and market manipulation, it said. The committee of unsecured creditors, which represents the interests of crypto account holders and general unsecured creditors, told the court Thursday that it supports the debtor's sale plans. Celsius filed Chapter 11 in July in the aftermath of a $2 trillion crash in crypto markets. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtor estimated assets and liabilities between $1 billion and $10 billion. Kirkland & Ellis LLP is serving as legal counsel, Centerview Partners is serving as financial advisor, and Alvarez & Marsal is serving as restructuring advisor to Celsius. CELSIUS NETWORK: Creditors Oppose a Chapter 11 Equity Committee --------------------------------------------------------------- The unsecured creditors of cryptocurrency investment platform Celsius Network LLC objected late Thursday, October 13, 2022, to the appointment of official committee of preferred equity holders telling a Delaware bankruptcy court such appointment would be redundant and unnecessary. The Official Committee of Unsecured Creditors says that Community First Partners, LLC, Celsius SPV Investors, LP, Celsius New SPV Investors, LP, and CDP Investissements Inc. -- which hold 87% of the Series B preferred equity interests, collectively manage hundreds of billions of dollars, and are already represented by two large, global law firms -- request that the Court mandate the appointment of an Official Preferred Equity Committee. "This unprecedented request lacks any basis in the law or the facts and circumstances of these cases, and, if granted, would subsidize private equity fund managers at the expense of the Debtors' account holders," according to the Committee. To meet its burden, a movant must establish both that there is a substantial likelihood that equity holders will receive a meaningful distribution in the case under a strict application of the absolute priority rule and that equity holders are unable to represent their interests in the bankruptcy case without an official committee. "Here, the movants cannot meet their heavy burden. The interests of preferred equity holders are more than adequately represented in these chapter 11 cases. The movants hold 87% of the Series B preferred equity interests and are already active parties in these cases. Moreover, the movants are sophisticated entities that collectively manage hundreds of billions of dollars and have retained highly regarded, global law firms to represent their interests in these cases, including in connection with the U.S. Trustee's request to appoint an examiner and the Debtors' request to sell certain assets. The interests of preferred equity holders are also adequately represented by several other parties in the chapter 11 cases, such as the Special Committee of the Board (the "Special Committee") of Celsius Network Limited ("CNL"), which has a fiduciary duty to maximize value for all stakeholders, including preferred equity holders. Moreover, one of the two members of the Special Committee was designated by affiliates of significant preferred equity holder WestCap Management LLC ("WestCap"). And, even if the interests of preferred equity holders were not adequately represented -- which, to be clear, is far from the case here -- there is no prospect that preferred equity holders will receive a distribution in light of the Debtors' undisputed insolvency," the Committee tells the Court. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtor estimated assets and liabilities between $1 billion and $10 billion. Kirkland & Ellis LLP is serving as legal counsel, Centerview Partners is serving as financial advisor, and Alvarez & Marsal is serving as restructuring advisor to Celsius. White & Case LLP serves as legal advisor to the Creditors Committee. Perella Weinberg Partners, LP, is the investment banker, M3 Advisory Partners, LP, as financial advisor, and Elementus Inc. is forensics advisor to the Committee. CINEWORLD GROUP: Hires A&G Realty Partners as Real Estate Advisor ----------------------------------------------------------------- Cineworld Group PLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ A&G Realty Partners, LLC as real estate advisor. The firm will provide these services: a. assist the Debtors with real estate strategy; b. consult with the Debtors to discuss the Debtors' goals, objectives and financial parameters in relation to the Debtors' Leases; c. provide ongoing advice and guidance related to individual financial and non-financial lease restructuring opportunities; d. negotiate with the landlords of the Leases (collectively, the "Landlords" and, individually, a "Landlord") on behalf of the Debtors to obtain Lease Modifications; e. negotiate with Landlords and other third parties on behalf of the Debtors to obtain Lease Terminations acceptable to the Debtors; f. if requested by the Debtors, negotiate with Landlords on behalf of the Debtors to obtain Early Termination Rights; g. if requested by the Debtors, market the Leases designated by the Debtors for Lease Sales in a manner and form as determined between the firm and assist the Debtors with Lease Sales; and h. provide regular update reports to the Debtors regarding the status of the Services. The firm will be paid as follows: a. Security Retainer. The Debtors paid the firm a security retainer in the amount of seventy-five thousand dollars ($75,000.00) upon execution of the Services Agreement. The security retainer shall be applied to the final invoice for fees and expenses due under the terms of the Services Agreement. the firm shall promptly reimburse the Debtors with any amount of the security retainer that is not exhausted by the final invoice for fees and expenses. b. Monetary Lease Modifications. For each Monetary Lease Modification obtained by the firm on behalf of the Debtors, the firm shall earn and be paid a fee (a "Monetary Lease Modification Fee"), for each Lease so modified, in the amount of (i) one and a half percent (1.5%) of the Occupancy Cost Savings4 in the years 1 through 5 of remaining Lease term and one percent (1.0%) of the Occupancy Cost Savings in any years remaining thereafter, per Lease, plus (ii) one and a half percent (1.5%) any consideration paid to the Debtors by or on behalf of a Landlord for any Monetary Lease Modification during the remaining Term of the Lease. c. Lease Terminations. The fee for a Lease Termination is 1.25% of the remaining base monthly rent less the Buyout Amount for the remaining term (not including any unexercised option periods) of a Lease. d. Non-Monetary Lease Modifications. For each Non-Monetary Lease Modification obtained by the firm on behalf of the Debtors, the firm shall earn and be paid a fee of $600.00 per Lease. e. Early Termination Rights. For each Early Termination Right obtained by the firm on behalf of the Debtors, the firm shall earn and be paid a fee of 1/4 of one (1) month's Gross Occupancy Cost5 per Lease. f. Lease Sales. For each Lease Sale obtained by the firm on behalf of the Debtors, the firm shall earn and be paid a fee of one and one-half percent (1.5%) of the Gross Proceeds6 (the "Lease Sale Fee"); provided, however, the Lease Sale Fee shall not apply to any assignment of a Lease to an affiliate of the Debtors. g. Rejected Leases. The firm shall earn no fees for any Lease rejected in a bankruptcy proceeding. h. Deferred Rent. For Leases that the firm achieves a reduction or abatement of a previous occupancy cost deferment or abatement entered into by the Debtors from January 1, 2020 through the date of the Services Agreement, the Debtors shall pay the firm one and a half percent (1.5%) of the reduction in the balance of the deferral (and not as a Monetary Lease Modification Fee). i. Deferred Rent Repayment Extensions. For Leases that the firm achieves time extensions for repayments of deferred base rent amount the Debtors shall pay the firm a fee calculated as follows (and not as a Monetary Lease Modification Fee): if the current repayment schedule has 24 months remaining, and the firm successfully negotiates double the current amount of time to repay (24 x 2 = 48 months) they will be compensated $3,000; if the firm negotiates half of the current months extension (24/2 = 12 months; 24 + 12 = 36 months) so for 24 months half would be 12 months for a total of 36 months the Debtors would pay $1,000 for half extensions. The firm can be reached at: Andrew Graiser, co-president of A&G Realty Partners, 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: Andrew Graiser A&G Realty Partners, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Tel: (631) 420-0044 Fax: (631) 420-4499 Email: andy@agrep.com About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. CINEWORLD GROUP: Hires Ashurst LLP as Special Counsel ----------------------------------------------------- Cineworld Group PLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Ashurst LLP as special counsel to the board of directors of the Debtors. The firm's services include: (a) attending board meetings of Cineworld and/or other Debtors and advising the Cineworld Board (and/or Board(s), as appropriate) on decisions regarding the restructuring of the group of companies comprising the Debtors from an English law perspective; (b) advising the Cineworld Board (and/or Board(s), as appropriate) on matters relating to English insolvency law, including the duties of directors of Cineworld and other English companies within the Group in the context of the restructuring; and (c) providing independent review and input on behalf of the Cineworld Board (and/or Board(s), as appropriate) and the respective directors on advice given to the Debtors prepared by other advisers in connection with the restructuring of the group of companies comprising the Debtors. The firm will be paid at these rates: Partners £415 to £1,020 per hour Associats £350 per hour In the 90 days prior to the Petition Date, the Debtors paid the firm a total of GBP 130,835. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard Bulmore, Esq., a partner at Ashurst, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard Bulmore, Esq. Ashurst, LLP London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW, UK About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. CINEWORLD GROUP: Hires Jackson Walker as Co-Counsel --------------------------------------------------- Cineworld Group PLC and its affiliate seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jackson Walker LLP as co-counsel with Kirkland & Ellis. The firm will provide these services: a. provide legal advice and services regarding local rules, practices, and procedures, including Fifth Circuit law; b. provide certain services in connection with administration of the chapter 11 cases, including, without limitation, preparing agendas, hearing notices, and witness and exhibit lists, and coordinating with chambers; c. review and comment on proposed drafts of pleadings to be filed with the Court; d. at the request of the Debtors, appear in Court and at any meeting with the U.S. Trustee, and any meeting of creditors at any given time on behalf of the Debtors as their bankruptcy local and conflicts co-counsel; e. perform all other services assigned by the Debtors to the Firm as bankruptcy local and conflicts co-counsel; and f. provide legal advice and services on any matter on which Kirkland may have a conflict or as needed based on specialization. Jackson Walker will be paid at these rates: Partners $765 to $1,075 per hour Associates $535 to $750 per hour Paraprofessionals $175 to $205 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The retainer is $250,000. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: The rates of restructuring attorneys in the firm range from $535.00 to $1,075.00 an hour and the paraprofessional rates range from $175 to $205 per hour. The firm represented the Debtors during the weeks immediately before the Petition Date, using the foregoing hourly rates. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The firm has not prepared a budget and staffing plan. Matthew D. Cavenaugh, Esq., a partner at Jackson Walker LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Matthew D. Cavenaugh, Esq. Jackson Walker LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Fax: (713) 752-4221. Email: mcavenaugh@jw.com About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. CINEWORLD GROUP: Hires James Mesterharm of AlixPartners as CRO -------------------------------------------------------------- Cineworld Group PLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ James A. Mesterharm of AlixPartners, LLP as chief restructuring officer. The firm will provide these services: a. prepare and maintain budgets and 13-week cash forecasts and evaluate variances thereto, as required by the Debtors' lenders; b. develop short-term and long-term cash flow forecasting tools and related methodologies to support negotiations with the Debtors' stakeholders and fundraising initiatives; c. communicate with, and meet information needs of, the Debtors' various constituencies, including potential exit lenders; d. provide support to the Debtors' finance function including oversight of cash receipts and disbursements forecasting, variance tracking and reporting, cash and liquidity management, and compiling information as needed to present to the Debtors' stakeholders; e. assist the Debtors in developing the Debtors' revised business plan, and such other related forecasts as may be required by the Debtors' lenders in connection with negotiations or by the Debtors for other corporate purposes; f. manage liquidity, including determining weekly disbursement levels, and develop a short-term operating plan designed to maximize liquidity while maintaining the efficiency of the Debtors' operations, sustaining vendor relationships, and minimizing the impact on the Debtors' customer base; g. design, implement, and oversee the process to approve and utilize authority provided under first day motions including any required reporting to constituencies; h. assist with other Debtors' professionals to design, negotiate and implement a restructuring strategy designed to maximize enterprise value, taking into account the unique interests of key constituencies; i. prepare for and file a bankruptcy petition, coordinating and providing administrative support for the proceeding and developing the Debtors' chapter 11 plan of reorganization or other appropriate case resolution, if necessary; j. in connection with a bankruptcy, prepare: (b) a disclosure statement and plan of reorganization, (b) a liquidation analysis, (c) statements of financial affairs and schedules of assets and liabilities, (d) a potential preference analysis, (d) a claims analysis, and (f) monthly operating reports and other regular reporting required by the Court; k. coordinate the Debtors' professionals assigned to sourcing, negotiating and implementing any financing, including debtor-in-possession and exit financing facilities, in conjunction with the plan of reorganization and the overall restructuring; l. manage the "working group" professionals who are assisting the Debtors in the reorganization process or who are working for the Debtors' various stakeholders to improve coordination of their effort and individual work product to be consistent with the Debtors' overall restructuring goals; m. create and communicate materials for diligence purposes and manage the flow of information to case constituencies; n. assist the Debtors and their advisors in connection with possible implementation mechanisms of the chapter 11 plan in the United Kingdom, and throughout Europe, including the potential to act as the UK Administrator, if deemed necessary. o. oversee management and any real estate consultants that are hired by the Debtors to evaluate the footprint of the Debtors' theater operations, determine which facilities to exit, renegotiate leases, and ensure that results of exercise are reflected in the Debtors' liquidity and business plan forecasts; and p. assist the Debtors with such other matters as may be requested by the Debtors and are mutually agreeable. The firm will be paid at these rates: Managing Director $1,060 to $1,335 per hour Director $840 to $990 per hour Senior Vice President $700 to $795 per hour Vice President $510 to $685 per hour Consultant $190 to $505 per hour Paraprofessional $320 to $340 per hour The firm received from the Debtor a retainer in the amount of $1,000,000. During the 90-day period prior to the Petition Date, the Debtors paid the firm $3,052,865.46. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James Mesterharm, managing director of AlixPartners, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James A. Mesterharm AlixPartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Office: +1 (312) 551-3265 Mobile: +1 (773) 251-0352 Email: jmesterharm@alixpartners.com About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. CINEWORLD GROUP: Hires PJT Partners LP as Investment Banker ----------------------------------------------------------- Cineworld Group PLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ PJT Partners LP as investment banker. The firm will provide these services: a. assist in the evaluation of the Debtors' businesses and prospects; b. assist in the development of the Debtors' long-term business plan and related financial projections; c. assist in the development of financial data and presentations to the Boards, various creditors, and other third parties; d. analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; e. analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Restructuring; f. provide strategic advice with regard to restructuring or refinancing the Debtors' obligations; g. evaluate the Debtors' debt capacity and alternative capital structures; h. participate in negotiations among the Debtors and their creditors, suppliers, lessors, and other interested parties; i. value securities offered by the Debtors in connection with a Restructuring; j. advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various credit facilities; k. assist in arranging financing for the Debtors, as requested; l. provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; m. assist the Debtors in preparing marketing materials in conjunction with a possible Transaction; n. assist the Debtors in identifying potential buyers or parties in interest to a Transaction and assist in the due diligence process; o. assist and advise the Debtors concerning the terms, conditions, and impact of any proposed Transaction; and p. provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a transaction similar to a potential Transaction, Restructuring, and/or Capital Raise, as requested and mutually agreed. The firm will be paid as follows: a. Monthly Fee. The Debtors shall pay PJT a monthly advisory fee (the "Monthly Fee") of $250,000 per month. 50 per cent of all Monthly Fees paid to PJT after $1,500,000 in Monthly Fees have been paid shall be credited, only once and without duplication, against any Restructuring Fee and/or Transaction Fee payable under the Engagement Letter, up to a maximum total credit against the Restructuring Fee and/or any Transaction Fees of $750,000; provided that, any such credit of Monthly Fees shall apply only in the event that all fees earned by PJT Partners pursuant to the Engagement Letter are approved in their entirety by the Court pursuant to a final order not subject to appeal and which order is acceptable in all respects to PJT Partners; b. Capital Raising Fee. The Debtors shall pay PJT a capital raising fee (the "Capital Raising Fee") for any financing arranged by PJT, earned and payable upon the earlier of the receipt of a binding commitment letter and the closing of such financing. If access to the financing is limited by orders of this Court, a proportionate fee shall be payable with respect to each available commitment (irrespective of availability blocks, borrowing base, or other similar restrictions). The Capital Raising Fee will be calculated as: -- Senior Debt. 1 per cent of the total issuance/commitment size for senior debt financing; -- Junior Debt. 3 per cent of the total issuance/commitment size for junior debt financing or unsecured debt financing (including, without limitation, financing that is junior in right of payment, second lien, subordinated (structurally or otherwise) and unsecured debt; and -- Equity Financing. 5 per cent of the issuance/commitment amount for new money equity financing; c. Restructuring Fee. The Debtors shall pay PJT an additional fee (the "Restructuring Fee") equal to $17,500,000, earned and payable upon consummation of a Restructuring, including the consummation of a chapter 11 plan or any other Restructuring pursuant to an order of the Court or any other court. d. Transaction Fee. The Debtors shall pay PJT a transaction fee (the "Transaction Fee"), payable upon the consummation of a Transaction, equal to 0.6 per cent of the Transaction Value; provided, however, that the minimum Transaction Fee, in respect of any Transaction or series of related Transactions pursuant to the same asset purchase agreement or other similar agreement with identical purchasers, shall be $3,000,000. e. Expense Reimbursements. In addition to the fees described above, the Debtors agree to reimburse PJT for all reasonable and documented out-of-pocket expenses incurred during the engagement. During the 90 day period before the Petition Date, the Debtors paid the firm $808,333.33 for fees earned prior to the Petition Date. Prior to the Petition Date, the firm had also received advance payments from the Debtors in the aggregate amount of $266,666.67. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven M. Zelin, a partner at Global Head of the Restructuring and Special Situations Group, a member of the management committee at PJT Partners LP, 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: The firm can be reached at: Steven M. Zelin PJT Partners LP 280 Park Avenue New York, NY 10017 Tel: (212) 364-7800 Email: buschmann@pjtpartners.com About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. CINEWORLD GROUP: Hires Slaughter and May as Special Counsel ----------------------------------------------------------- Cineworld Group PLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Slaughter and May as special counsel. The firm's services include: (a) advising on the negotiation of the restructuring of the group of companies comprising the Debtors from an English law perspective; (b) reviewing key documentation, including finance and corporate documentation, in relation to the restructuring insofar as they relate to English law matters; (c) providing general board support and advice, including advising on matters relating to English insolvency law and the duties of directors of Cineworld Group plc, Crown UK HoldCo Limited and other English companies within the group in the context of the restructuring; (d) advising on matters arising from Cineworld's status as a UK listed company, including the impact of the restructuring on disclosure, announcement, and listing obligations; and (e) additional English law work connected with the Debtors' chapter 11 cases. The firm will be paid at these rates: Attorneys £1,485 per hour Associate £395 to £1,445 per hour Paralegals £310 per hour During the ninety days prior to the Petition Date, the firm received from the Debtors GBP 2,785,916.50. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ian Johnson, Esq., a partner at Slaughter and May, 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: Ian Johnson, Esq. Slaughter and May One Bunhill Row, London, EC1Y 8YY, UK About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. CINEWORLD GROUP: Seeks to Hire PwC as Independent Auditor --------------------------------------------------------- Cineworld Group PLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ PricewaterhouseCoopers LLP to provide certain independent audit services. The firm will provide these services: a. conduct an audit of the Debtors' financial statements for the financial year ending December 31, 2022; b. assess whether the Debtors' accounting policies are appropriate to the Debtors' circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by directors, and the overall presentation of the financial statements; c. discuss with the Debtors their accounting policies, particularly in any problem areas, and propose adjusting entries; d. draft an auditor's report in compliance with the UK's Companies Act 2006; e. communicate to those charged with governance, in writing, any significant deficiencies in internal control identified during the audit; f. provide the Debtors with the information required for disclosure of auditors' remuneration; g. review the accuracy of extraction of the financial information in the preliminary announcement from the audited financial statements of the Debtors for that year, consider whether any alternative performance measures and associated narrative explanations may be misleading, and read the management commentary to consider whether the commentary conflicts with any information obtained in the course of the audit; h. review and comment on the annual report statements prior to publication; i. review interim financial information for the financial year ending December 31, 2022, which will comprise condensed consolidated statement of profit and loss and comprehensive income, condensed consolidated balance sheet, condensed consolidated statement of changes in equity, condensed consolidated statement of cash flows and the associated notes, in accordance with the International Standard on Review Engagements (UK) 2410 ("ISRE (UK) 2410"); and j. issue an interim financial review report in accordance with ISRE (UK) 2410. The firm will be paid at these rates: Partners $856 to $866 per hour Directors $455 to $607 per hour Senior Manager $378 per hour Senior Associate $155 to $335 per hour Associate $134 to $252 per hour In the 90 days prior to the Petition Date, the Debtors paid the firm $1,469,8775. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm can be reached at: Christopher Richmond, partner of PricewaterhouseCoopers LLP, assured the Court that the 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 Debtors and their estates. PricewaterhouseCoopers can be reached at: Christopher Richmond PRICEWATERHOUSECOOPERS LLP Two Commerce Square 2001 Market Street Suite 1700 Philadelphia, PA 19103-7042 Tel: (267) 330-3000 About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. CIP 1106: Unsecured Creditors to be Paid in Full in Plan -------------------------------------------------------- CIP 1106 11th St, LLC, filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Plan of Reorganization dated October 18, 2022. The Debtor is a Delaware limited liability company created on October 24, 2019 as a real estate investment company. The Debtor's managing member is Robert W. Clippinger. The Debtor owns a 25,272 square foot office building located at 1106 11th Street, Sacramento, CA 95814; APN 006-0104-005-0000 (the "Property"). The Debtor values the Property at $8,000,000 based on current fair market values in the area. In January 2018, the Debtor financed the purchase of the Property with a loan from ReadyCap. Keybank Real Estate Capital is the servicer for ReadyCap. During 2020 and 2021, and a direct result of the worldwide Covid-19 pandemic, most tenants walked away from their leases, including both ground floor retail tenants - over 14,660 square feet of abandoned space in the 25,272 square foot building. ReadyCap issued a default when the loan matured on February 1, 2021 but the Debtor was able to negotiate an extension. The parties thereafter engaged in robust discussions and negotiations for a further extension while the Debtor proceeded with a complete refinance. There was a constant stream of communication with the lender until the moment the bankruptcy was filed but no deal was finalized. This case was filed in order to stop a foreclosure sale of the Debtor's Property and so that it can reorganize its financial affairs via a refinance of the ReadyCap loan. Class 1 consists of the Secured Claim of ReadyCap/KeyBank. Claimant holds the senior lien on the Debtor's real property located at 1106 11th Street, Sacramento, CA 95814; APN 006-0104-005-0000, in the amount of approximately $4,902,589. This claim will be paid in full from the refinance of the Debtor's Property, directly through escrow. Class 2 consists of the Alleged Secured Claim of Northern California Collection Service, Inc. Claimant asserts that it holds a lien in the amount of approximately $26,846 (per POC No. 1) secured by all assets of the Debtor. This alleged claim will not be paid. This party filed a UCC-1 based on a judgment entered on July 21, 2021 (NCCS v. CIP 4730 El Camino Holdings, LCC., et al, Case No. 34-2019-00267250). Debtor will object to this claim as this party obtained a UCC against the Debtor's property related to a debt that is not owed by this Debtor or its assets. Class 4 consists of General Unsecured Claims. In the present case, the Debtor estimates that Class 4 general unsecured claims total approximately $278,985. These claims will be paid in full without interest by the Effective Date. This Claim is Unimpaired. Class 5 consists of Interest Holders. The Debtor's owner will retain their ownership interest in the Debtor. The Debtor intends to fund the Plan from the refinance of the Property and declaration of Robert W. Clippinger in support of this Disclosure Statement. A full-text copy of the Disclosure Statement dated October 18, 2022, is available at https://bit.ly/3gzxgPr from PacerMonitor.com at no charge. Attorneys for Debtor: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. RHM LAW LLP 17609 Ventura Blvd, Suite 314 Encino, CA 91316 Phone: (818) 285-0100 Fax: (818) 855-7013 Email: roksana@RHMFirm.com matt@RHMFirm.com About CIP 1106 11th St, LLC CIP 1106 11th St, LLC, is a Delaware limited liability company created on October 24, 2019, as a real estate investment company. Its managing member is Robert W. Clippinger. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14521) on August 19, 2022. Judge Vincent P. Zurzolo oversees the case. Mathew D. Resnick, Esq., at RHM LAW, LLP is the Debtor's counsel. COLORADO WORLD: Dec. 1 Disclosure Statement Hearing Set ------------------------------------------------------- Judge Michael E. Romero has entered an order within which Dec. 1, 2022, at 10:30 a.m. in Courtroom C, U.S. Bankruptcy Court, U.S. Custom House, 721 19th Street, Denver, Colorado is the hearing to consider the adequacy of and to approve the Disclosure Statement of Colorado World Resorts, LLC. Judge Romero further ordered that Nov. 22, 2022, is fixed as the last day to file and serve objections to the Disclosure Statement. A copy of the order dated October 18, 2022, is available at https://bit.ly/3MZKEIN from PacerMonitor.com at no charge. Counsel for the Debtor: Bonnie Bell Bond, Esq. Law Office of Bonnie Bell Bond, LLC 8400 E Prentice Ave Ste 1040 Greenwood Village, CO 80111-2922 Tel: (303) 770-0926 Email: bonnie@bellbondlaw.com About Colorado World Resorts Colorado World Resorts, LLC, a company in Greenwood Village, Colo., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-12558) on July 15, 2022, listing $10 million to $50 million in both assets and liabilities. Ranko Mocavic, manager and member of Colorado World Resorts, signed the petition. Judge Michael E. Romero oversees the case. Bonnie Bell Bond, Esq., at the Law Office of Bonnie Bell Bond, LLC is the Debtor's counsel. CORDIA CORP: Incurs $182K Net Loss in H1 2022 --------------------------------------------- Cordia Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q recording net loss of $181,911 on zero sales for the six months ended June 30, 2022, compared to a net loss of $36,673 on $207 of sales for the six months ended June 30, 2021. As of June 30, 2022, the Company had $27 in total assets, $569,553 in total liabilities, and a total stockholders' deficit of $569,526. Cordia said, "The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. "In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by continuing to earn revenue, obtain capital from management and significant shareholders sufficient to meet its operating expenses and seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. "The Company does not have sufficient cash flow for the next twelve months from the issuance of these unaudited condensed consolidated financial statements. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/837342/000109690622002511/corg-20220630.htm About Cordia Headquartered in Reno, Nevada, Cordia Corporation has developed a subscription-based virtual restaurant business since the termination of its custodianship. Cordia reported a net loss of $570,211 for the year ended Dec. 31, 2021, compared to a net loss of $1,464 for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $24,637 in total assets, $412,592 in total liabilities, and a total stockholders' deficit of $387,955. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 29, 2022, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. CUMBERLAND RJ: Wins Cash Collateral Access Thru Nov 17 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, authorized Cumberland RJ, Inc., dba Rockin Jump, to use cash collateral on an interim basis in accordance with the budget, through the date of the final hearing. The final hearing is set for November 17, 2022, at 10:30 a.m. The Debtor requires the use of cash collateral to fund critical operations. The Debtor asserts that it is allegedly a borrower on certain loans with Firestone Financial, LLC and the United States Small Business Administration. To provide adequate protection for the Debtor's use of the cash collateral, the Interested Parties are granted a valid and properly perfected replacement lien on all property acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as the Interested Parties' respective pre-petition collateral, except that no such replacement lien will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. The Adequate Protection Lien will be deemed automatically valid and perfected upon entry of the Order. A copy of the order is available at https://bit.ly/3eKAsHB from PacerMonitor.com. About Cumberland RJ, Inc. Cumberland RJ, Inc. owns and operates a trampoline park. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-21039) on October 12, 2022. In the petition signed by Asif Amin Ali, president, the Debtor disclosed up to $50,000 in assets an up to $10 million in liabilities. Judge James R. Sacca oversees the case. William Rountree, Esq., at Rountree, Leitman, Klei & Geer, LLC, is the Debtor's legal counsel. CUSTOM ALLOY: Hits Chapter 11 Bankruptcy Protection --------------------------------------------------- Custom Alloy Corporation filed for chapter 11 protection in the District of New Jersey. The Debtor was founded in 1968. It is a Delaware corporation with its principal place of business located at 3 Washington Avenue, High Bridge, NJ 08829. It is a leading global manufacturer of highly customized fittings, forgings, and pipe, utilizing the broadest range of alloys in the industry. The Debtor provides mission critical fittings, pipes, and forgings for military defense and commercial customers utilizing the Debtor's vertically integrated manufacturing capabilities. The Debtor employs 185 employees. The Debtor also operates a facility in Troy, Michigan through a wholly owned subsidiary, CAC Michigan, LLC ("CAC"), who is also a Chapter 11 debtor before the Bankruptcy Court. The Debtor is also in the process of developing a location in North Carolina, which the Debtor intends to utilize to consolidate the entirety of its military applications. The Debtor believes its prospects for long-term success are excellent, given the significant barriers to entry into its industry, the United States Navy's recent shift from castings to forgings, and the Navy's preference to source from domestic suppliers, of which there are very few that possess the Debtor's technical expertise and capabilities. The Debtor is a supplier to the Navy's Columbia and Virginia class nuclear submarines, and is the only approved supplier for marine seawater fittings for the Columbia class of nuclear submarines. In 2019, the Debtor's annual sale revenues were approximately $62,000,000. In 2020, the Debtor's sale revenues declined to approximately $53,600,000, and in 2021, declined further to approximately $47,800,000. Those declines in sales, together with the pivot from oil and gas to military and defense applications, and the Covid-19 pandemic have created liquidity issues for the Debtor. The Debtor is financed primarily by a first priority secured claim owed to CIBC Bank USA in the amount of approximately $24,000,000. The Debtor is also subject to a junior priority secured claim in favor of Barings BDC, Inc. in the amount of approximately $64,085,728. The Debtor also has numerous equipment finance and purchase money security interest agreements with numerous creditors, such as (i) Bank of the West; (ii) Barings BDC, Inc.; (iii) BB&T Commercial Equipment Capital Corp.; (iv) CIBC Bank USA; (v) Cisco Systems Capital Corporation; (vi) ENGS Commercial Finance Co.; (vii) Financial Agent Services; (viii) HYG Financial Services, Inc.; (ix) Leaf Capital Funding, LLC; (x) Lease Corporation of America; (xi) Midland States Bank; (xii) U.S. Bank, who have been granted first priority security interests in specific items of equipment. The Debtor's primary assets are inventory, accounts receivable, and equipment. Since approximately April 2022, the Debtor has been engaged in a sale and marketing process mandated by CIBC. Unfortunately, it has only very recently become clear that for a number of reasons, including (1) CIBC's refusal to grant a forbearance agreement for an increment of time in excess of 30 days; (2) CIBC's mandate of a compressed time frame for the sale process, even over the objections of its owned retained investment banker; and (3) the limited ability of potentially interested parties to perform due diligence, interest in a sale of the Debtor's business as a going concern has been disappointing. To date, the highest offer for the sale of the Debtor's business as a going concern was in the amount of approximately $19,300,000, which if used as the basis of valuation, renders CIBC undersecured and Barings wholly unsecured. In the opinion of the Debtor, CIBC has prioritized a sale closing over obtaining the highest and best possible offer for the Debtor's business as a going concern. CIBC has also reserved the right at all times to credit bid at any sale, and to assign its credit bid to a third party investment fund with which it has a prior relationship. In the Debtor's opinion, CIBC's control and direction of the marketing and sale process has negatively impacted competitive bidding, and chilled interest, to the point where the maximum offer price being proposed thus far is insufficient. Consummation of a sale at the highest expression of interest to date results in no further recovery to any other class of creditors other than CIBC, notwithstanding the fact that some offerors have indicated a willingness to assume certain portions of the Debtor's general unsecured debts. CIBC's conduct has precluded the Debtor from pursuing a sale alternative that is in the best interests of the Debtor and all of its creditors. As a result of the foregoing, and in accordance with its fiduciary duties to all creditors and stakeholders, the Debtor's board of directors made the decision to instead pursue a Chapter 11 bankruptcy filing in order to accomplish the reorganization of the Debtor's financial affairs, or to consider a sale of the Debtor's business as a going concern without the constraints imposed by CIBC that the Debtor believes chilled bidding. The Debtor is in the process of negotiating a debtor-in-possession financing facility with an independent third party and anticipates supplementing its motion for Bankruptcy Court approval of the use of cash collateral and authorization to enter into that debtor-in-possession financing agreement, with a copy of an executed loan and security agreement. The Debtor is requesting that the Bankruptcy Court hear on short notice and on October 25, 2022 at 1:30 p.m., the following motions of the Debtor: a. A motion for an extension of time to file the Schedules and Statement of Financial Affairs; b. A motion for an order authorizing the Debtor to pay pre-petition wages up to the limits set forth in 11 U.S.C. Sec. 507(a); c. A motion for an order authorizing the Debtor to pay pre-petition sales, use, payroll, and other taxes that are otherwise priority claims; d. A motion for an order pursuant to 11 U.S.C. Sec. 366 regarding adequate assurance for the future performance respecting utilities and establishing procedures for determining additional adequate assurance requests; e. a motion for an order authorizing payment of outstanding and unpaid prepetition debts to certain critical vendors; f. A motion of joint administration of the Debtor’s case with that of its affiliate, CAC Michigan, LLC; and g. A motion for the use of cash collateral and for approval of DIP financing According to court filings, Custom Alloy Corporation estimates $1 million to $10 million in debt to 200 to 999 creditors. The petition states that funds will not be available to unsecured creditors. About Custom Alloy Corporation Custom Alloy Corporation -- https://www.customalloy.us -- is the leading manufacturer of specialty metals for seamless and welded pipe fittings & forgings, predominantly for customers requiring time-critical maintenance. Custom Alloy Corporation filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 22-18143) on Oct. 14, 2022. In the petition filed by Adam Ambielli, as CEO and president, the Debtor reported assets between $10 million and $50 million and liabilities between $50 million and $100 million. The Debtor is represented by Jonathan I. Rabinowitz of Rabinowitz, Lubetkin & Tully, L.L.C. DANIEL COCHRAN: Automatic Stay Remains, Tax Court Says ------------------------------------------------------ In the case styled DANIEL COCHRAN AND KELLEY COCHRAN, Petitioners, v. COMMISSIONER OF INTERNAL REVENUE, Respondent, Docket No. 21002-16, (Tax), Judge Greaves of the U.S. Tax Court denied Petitioners' motion to lift the stay of proceedings in the Tax Court. On July 7, 2016, the Commissioner of Internal Revenue issued the Petitioners a notice of deficiency for tax year 2011. Shortly thereafter the Petitioners filed a Petition with the Tax Court challenging the Commissioner's determinations in the notice. Petitioners filed a chapter 11 bankruptcy petition in 2017, and thereafter, the Petitioners' pending case in the Tax Court was automatically stayed. On July 22, 2019, the bankruptcy court issued an order confirming the Petitioners' chapter 11 plan. The confirmed plan provided for the full payment of certain tax claims, including disputed tax claims, to the Internal Revenue Service but did not specify whether such claims included the amounts at issue. The Petitioners filed the instant motion, arguing that the bankruptcy court's confirmation of their bankruptcy plan acted to terminate the automatic stay. The Court cites Title 11 U.S.C. Section 1141(d)(5) which clearly provides in relevant part that "any debt provided for in the plan is not discharged until (i) the bankruptcy court grants a discharge on completion of all payments under the plan or (ii) a bankruptcy court grants a discharge before that time after notice and a hearing." But as of the filing of the Court's Opinion, the Petitioners have not completed all payments pursuant to that plan, and the Petitioners' bankruptcy case has not been closed or dismissed. Accordingly, the automatic stay remains in place. A full-text copy of the Opinion dated Oct. 12, 2022, is available at https://tinyurl.com/2p8t6nhs from Leagle.com. The bankruptcy case is In re Daniel L. Cochran and Kelley P. Cochran, Case No. 17-40421 (Bankr. N.D. Cal.). DATA AXLE: S&P Downgrades ICR to 'CCC-', On CreditWatch Negative ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'CCC-' from 'CCC' and issue-level ratings on Data Axle Inc. to 'CCC-' from 'CCC'. S&P placed the ratings on CreditWatch with negative implications. The CreditWatch negative listing indicates that S&P could lower its ratings on Data Axle if it does not refinance its capital structure before the revolver's springing maturity date or announce a debt restructuring transaction. Data Axle faces execution risks from refinancing its upcoming debt maturities within the next three to six months. The downgrade reflects the increased risk that the company will be unable to refinance its first-lien secured debt at par prior to its maturity. Data Axle's revolver ($17.5 million outstanding as of June 30, 2022) is subject to a springing maturity on Jan. 3, 2023, should the company be unable to refinance its $250 million first-lien term loan due April 3,2023, 90 days prior to its maturity. The company's operating performance has rebounded from the pandemic in 2022, with mid-single-digit revenue growth in its core services and EBITDA margins of about 12%-13%, reducing leverage to the high-8x range as of the 12 months ended June 30, 2022, from around 12x at fiscal year-end Dec. 31, 2021. S&P said, "Though we expect further improvement in the second half of 2022, its cash balance and operating cash flow are insufficient to repay its debt maturing over the next six months and in our view, it is dependent on favorable business, financial, and economic conditions to refinance its debt and avoid a payment default." S&P said, "We believe a more challenging macroeconomic environment could hinder the company's recovery.S&P Global economists recently lowered their forecast for U.S. economic growth in 2022 and 2023, amid high inflation and rising interest rates. Our base-case macroeconomic forecast now calls for a recession in early 2023. We generally expect demand for data-driven marketing services to be correlated with GDP growth, and therefore we believe a weaker economy could lead to lower transactional volumes. Furthermore, Data Axle's capital structure consists primarily of floating-rate debt, including its first-lien term loan, which bears interest at LIBOR plus 5.0%. Weaker performance along with a higher base rate could reduce Data Axle's ability to service its debt obligations. Therefore, we believe the company could announce a debt restructuring transaction." The CreditWatch negative placement reflects the likelihood of a further downgrade on Data Axle if it does not refinance its capital structure before the revolver's Jan. 3, 2023 springing maturity date or announce a debt restructuring transaction. DOMINICK GALLUZZO: 3rd Circuit Affirms Enforceability of IRS' Claim ------------------------------------------------------------------- In the appealed case In re: DOMINICK GALLUZZO, Appellant, No. 22-1550, (3d Cir.), the United States Court of Appeals for the Third District affirmed the judgment of the New Jersey District Court affirming an order of the New Jersey Bankruptcy Court concluding that the IRS' claim was enforceable. Briefly, Galluzzo filed a Chapter 11 bankruptcy petition in 2006. The Internal Revenue Service filed a proof of claim. Galluzzo filed an adversary proceeding to fix the extent, validity, and priority of liens of the IRS and other creditors on certain real property—the matter was settled. In 2008, the bankruptcy court issued a Stipulation and Order, which addressed the payment of the IRS's and other creditors' secured claims. Shortly thereafter, the bankruptcy court issued a confirmation order approving Galluzzo's Chapter 11 plan. The order stated that the IRS's secured claim would be treated as set forth in the Stipulation and Order, with the liens to be paid within six years of the date of the tax assessment, or by November 2011. The bankruptcy court granted a discharge and closed the case in 2010. In 2012, Galluzzo petitioned the United States Tax Court to redetermine the tax deficiency. The Tax Court dismissed the petition because the Commissioner of Internal Revenue did not prove that he had issued a notice of deficiency, which was a prerequisite to its jurisdiction. The Commissioner appealed and argued that the Tax Court should not have addressed whether a notice was issued because the bankruptcy court's orders were res judicata as to Galluzzo's tax liability. The Third Circuit held that the Tax Court did not err in determining facts relevant to its own jurisdiction. The Court also stated that Galluzzo had "used the Tax Court's lack of jurisdiction to obtain, at least in the Tax Court, a favorable judgment, essentially on the merits." In 2016, the Government filed motions to reopen Galluzzo's bankruptcy case and to enforce the Chapter 11 plan and confirmation order. The bankruptcy court granted both motions. On the other hand, the bankruptcy court rejected Galluzzo's argument, that it lacked jurisdiction over the IRS's claim. It ruled that the Stipulation and Order and confirmation order were res judicata as to that claim. On appeal to the district court, Galluzzo argued that the bankruptcy court erred by failing to sua sponte reconsider the IRS's claim. He argued that the IRS no longer had the right to assess or collect the tax. He also asserted that the parties made a mutual mistake in believing that the tax had been properly assessed when they entered into the Stipulation and Order. The district court ruled that the bankruptcy court did not abuse its discretion by not reconsidering the IRS's claim sua sponte. The district court explained that Galluzzo had shown no error in the bankruptcy court conclusions that the IRS's claim was enforceable and that the equities did not warrant relief. And it ruled that Galluzzo had waived, among other arguments, his contention that the Stipulation and Order was based on a mutual mistake. This appeal followed. On appeal, Galluzzo does not pursue his argument that the bankruptcy court erred by not reconsidering the IRS's claim sua sponte. He contends that the district court erred by relying on "cited cases and statements made by the IRS and the Bankruptcy Judge instead of investigating the facts." Galluzzo asserts that he never had an agreement with the IRS. However, he admitted that the parties entered into the Stipulation and Order, but that it was based on a mistaken belief about the validity of the IRS's claim. The Third Circuit Court finds that Galluzzo has not shown that relief is due. The Court disagrees with Galluzzo's contention that its prior decision is dispositive in the instant case. As the bankruptcy court stated, the Third Circuit did not decide whether the confirmation order was res judicata as to Galluzzo's tax liability, but instead, the Court considered whether the Tax Court erred in addressing whether the notices of deficiency were issued for purposes of determining its subject matter jurisdiction. Since Galluzzo has shown no error in this regard, the Court affirms the judgment of the district court. A full-text copy of the Opinion dated Oct. 18, 2022, is available at https://tinyurl.com/mrywehw6 from Leagle.com. Dominick Galluzzo filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 06-15392) on June 15, 2006. The Debtor held an interest in two pieces of real property: 145 Nedellec Drive, Saddle Brook, New Jersey 07663, and 1 Seventh Avenue, Ortley Beach, New Jersey 08735. DRIVERGENT INC: Court OKs Cash Collateral Use, $750,000 DIP Loan ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, Detroit, authorized Drivergent, Inc. to: -- use cash collateral; and -- enter into a factoring agreement in order to sell its accounts post-petition to Gateway Commercial Finance and incur credit. To preserve its ongoing business and going concern, the Debtor requires post-petition financing or factoring facilities by use and/or the sale of its accounts receivable. Pursuant to a Master Purchase and Sales Agreement between the Debtor and Gateway Commercial Finance, the Debtor agrees to offer to sell -- and Gateway will be given an option to purchase -- the Debtor's accounts, on an interim basis. Gateway may also make post-petition advances to the Debtor in exchange for purchasing the Debtor's accounts in an amount up to $750,000. Gateway is granted a valid, binding, enforceable and perfected first and senior ownership interest in all Purchased Accounts as well as a first and senior priority security interest and lien in all of the property and assets of the Debtor acquired or arising on and after the commencement of the Bankruptcy Case. As previously reported by the Troubled Company Reporter, these entities filed UCC-1 Financing Statements naming Drivergent as the debtor, and may claim to have been granted a perfected security interest in the Debtor's prepetition assets, including, but not limited to cash collateral: a. CEED Lending, an initiative of Great Lakes Women's Business Council filed a UCC-1 Financing Statement dated September 20, 2019, bearing filing number 20190920000244-9; b. Last Chance Funding Inc filed a UCC-1 Financing Statement dated August 12, 2020, bearing filing number 20200812000434-8, and filed a UCC Financing Statement Amendment dated June 10, 2021, terminating the initial UCC-1 Financing Statement dated March 15, 2022, bearing filing number 20210610000731-1; c. Michigan Department of State filed a Notice of State Tax Lien dated June 9, 2022, bearing filing number 20220609000661-6; d. The LCF Group, Inc. filed a UCC-1 Financing Statement dated September 21, 2022, bearing filing number 20220921000824-2; e. Zahav Asset Management LLC filed a UCC-1 Finaneing Statement dated September 29, 2022, bearing filing number 20220929000661-7; f. Corporation Service Company, as Representative filed a UCC-1 Financing Statement dated October 12, 2020, bearing filing number 20201012000736-8; g. Corporation Service Company, as Representative filed a UCC-1 Financing Statement dated December 1, 2020, bearing filing number 20201201000738-8; and h. Corporation Service Company, as Representative filed a UCC-1 Financing Statement dated August 24. 2022, bearing filing number 20220824000668-6. As adequate protection in order to secure the Debtor's prepetition secured lenders that may claim to hold a perfected security interest in the Debtor's prepetition assets only to the extent that due to the use of any prepetition assets by the Debtor, any Prepetition Lender suffers a decrease in the value of the Petition Lender's interest in the Debtor's prepetition assets, the Prepetition Lenders are granted a valid, binding, enforceable and perfected post-petition replacement liens on the DIP Collateral (excluding any Purchased Accounts), subordinate to and inferior in priority to the senior liens and security interest granted to Gateway, but only to the same extent, validity and priority as existed pre-petition and only to the extent that the use of any prepetition assets results in a decrease in the value of Prepetition Lender's interest in the prepetition assets. A copy of the order is available at https://bit.ly/3VDx8ys from PacerMonitor.com. About Drivergent, Inc. Fraser, Mich.-based Drivergent, Inc. offers numerous services to its customers, including school bus route services, sedan route services, athletic transportation and field-trip transportation services, and school bus driver staffing across the Metro Detroit area. Drivergent is solely owned by David Holls and employs its own sales, mechanical, and operations staff. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-47987) on October 12, 2022. In the petition filed by David Holls, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Mark A. Randon oversees the case. Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C, is the Debtor's counsel. ECO PRESERVATION: Seeks to Hire Harry P. Long LLC as Counsel ------------------------------------------------------------ Eco Preservation, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ the Law Offices of Harry P. Long, LLC as counsel. The firm will provide these services: a. give legal advise to the Debtor regarding its powers and duties under the Bankruptcy Code; b. negotiate and formulate a plan of arrangement under Chapter 11 which will be acceptable to creditors and equity security holders; c. deal with secured lien claimants regarding arrangements for the Debtor's payment of its debts and, if appropriate, contesting the validity of the liens; d. prepare legal papers; and e. other legal services which may be necessary. The firm will be paid at these rates: Harry P. Long, Esq. $400 per hour S. Knight Long, Esq. $250 per hour Paralegals $110 per hour The retainer is $8,333.33. As 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: Harry P. Long, Esq. Law Offices of Harry P. Long, LLC P.O. Box 1468 Anniston, AL 36202 Phone: 256-237-3266 Email: hlonglegal8@gmail.com About Eco Preservation ECO Preservation LLC is a provider of water, sewage and other systems. ECO Preservation LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 2:22-bk-02429) on Oct. 5, 2022. In the petition filed by J Michael White, as managing member, the Debtor reported assets and liabilities between $1 million and $10 million each. SERMA Holdings, LLC, also sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 22-02430) on Oct. 5, 2022, estimating assets of less than $50,000 and debt of $1 million to $10 million. The manager of the Debtor, John Michael White, Sr., also filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 22-bk-02431) on Oct. 5, 2022. The Debtors are represented by Harry P Long of The Law Offices of Harry P. Long, LLC. ECTOR COUNTY: Appealed Case Withdrawn From Mandatory Mediation -------------------------------------------------------------- Chief Magistrate Judge Mary Pat Thynge recommends that the case captioned In re: ECEC Wind-Down LLC, Debtor. Direct Energy Marketing, LLC, Appellant, v. ECEC Wind-Down LLC, et al., Appellees, C.A. No. 22-1176-MN, (D. Del.), be withdrawn from the mandatory referral for mediation and proceed through the appellate process of the Court. Appellant Direct Energy Business Marketing, LLC, Appellee ECEC Wind-Down LCC and proposed-intervenor Credit Suisse AG, Cayman Islands branch, as administrative agent and collateral agent on the prepetition credit agreement and the Ad Hoc Group of Prepetition Secured Lenders, have agreed to participate in a global mediation concerning the Appeal, as well as other disputes between the Parties in Appellee's chapter 11 case. As to this Appeal, the Parties proposed the following briefing schedule: (1) Appellant's Opening brief by Oct. 24, 2022; (2) Appellee and the Secured Parties to file responding briefs and any joint motions, including joint dispositive motions by Nov. 21, 2022 and (3) Appellant's Reply Brief and any response to any joint motion filed by Appellee and Secured parties by Dec. 12, 2022. The Parties further agree that the Appellant does not object to the Secured Parties' proposed intervention in this Appeal. The Appellant agrees not to object to any motion filed by Appellee or the Secured Parties on or before Nov. 21, 2022 as being untimely filed. Appellees and Secured Parties agree not to contest any reply filed by Appellant to any motion filed by Appellees and the Secured Parties that Appellant files on or before Dec. 5, 2022 as having been untimely filed. A full-text copy of the Recommendation dated Oct. 17, 2022, is available at https://tinyurl.com/kx2thp7v from Leagle.com. About Ector County Energy Center Ector County Energy Center, LLC owns and operates a 330 MW natural gas-fired power generating facility located in Ector County, Texas. Due to a large number of lawsuits following the 2021 winter storm, Ector County Energy Center sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 22-10320) on April 11, 2022. In the petition signed by CRO John D. Baumgartner, the Debtor estimated assets between $50 million and $100 million and estimated liabilities between $500 million and $1 billion. Judge John T. Dorsey oversees the case. The Debtor tapped Holland & Knight, LLP as lead bankruptcy counsel; Polsinelli, PC as local counsel; Locke Lord, LLP and Crowell & Moring, LLP as special counsels; Perella Weinberg Partners, LP and Tudor, Pickering, Holt & Co. as investment bankers; and Grant Thornton, LLP as restructuring advisor. John Baumgartner, managing director at Grant Thornton, serves as the Debtor's chief restructuring officer. Donlin Recano & Company Inc. is the claims agent. * * * The Debtor has closed the sale of its operating assets to Ector County Generation, LLC, as purchaser, for consideration of approximately $144,750,000 (less its break-up fee and expense reimbursement), plus an additional $2.7 million in potential "incentive consideration." The Debtor was renamed to ECEC Wind-Down LLC after closing of the sale. ELEVATED CONSTRUCTION: Seeks as Collateral Access ------------------------------------------------- Elevated Construction and Remodeling, LLC asks the U.S. Bankruptcy Court for the Southern District of Indiana, New Albany Division, for authority to use cash collateral consistent with the budget. The Debtor requires the use of cash collateral to pay operating expenses, including, without limitation, amounts coming due after the Petition Date to vendors for orders fulfilled after the Petition Date, to employees for payroll, insurers for fringe benefits, utility providers for service, and the various other parties with which the Debtor does business. The Debtor has no traditional bank loans but has taken three merchant cash advance loans. The Debtor believes their beneficiaries may have an interest in cash collateral, as follows: a. Corporation Service Company, on behalf of an undisclosed party believed by the Debtor to be Kalamata Capital Group, LLC, is the beneficiary of a financing statement filed against the Debtor on December 16, 2021. b. CT Corporation System, on behalf of an undisclosed party believed by the Debtor to be Pearl Delta Funding, is the beneficiary of a financing statement filed against the Debtor on January 12, 2022. It purports to perfect an interest in all the Debtor's property. c. Forward Financing LLC is the beneficiary of a financing statement filed against the Debtor on January 28, 2022. It purports to give notice of its purchase of the Debtor's future accounts receivable. As adequate protection, the Debtor proposes to grant to Kalamata, Pearl, and Forward, and their respective assignees, valid and automatically perfected first-priority replacement security interests and liens in property to be acquired by the Debtor post-petition, excepting only causes of action the Debtor may possess under Chapter 5 of the Bankruptcy Code, in the same validity and order of priority that existed pre-petition, in the amounts equal to the diminution in value of each such creditor's security, if any, caused by the Debtor's use of cash collateral, effective as of the Petition Date. A copy of the motion is available at https://bit.ly/3VDTj7H from PacerMonitor.com. About Elevated Construction and Remodeling, LLC Elevated Construction and Remodeling, LLC is engaged in residential construction and remodeling throughout Southern Indiana. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-90939-AKM-11) on October 17, 2022. In the petition filed by Edward Lee Marshall, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. William P. Harbison, Esq., at Seiller Waterman LLC, is the Debtor's counsel. ENDO INTERNATIONAL: Ellington Holdings Corrected in Disclosures --------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP submitted a revised amended verified statement in connection with its representation of the Ad Hoc Cross-Holder Group in the Chapter 11 cases of Endo International PLC, et al. The Ad Hoc Cross-Holder Group is comprised of certain unaffiliated holders of loans, notes, or other indebtedness issued under (i) that certain Credit Agreement, dated as of April 27, 2017, by and among Endo International plc, Endo Luxembourg Finance Company I S.a.r.l., and Endo LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto from time to time; (b) that certain Indenture, dated as of March 25, 2021, by and among Lux Borrower and Endo U.S. Inc., as issuers, Computershare Trust Company, National Association, as trustee, and the guarantors party thereto; (c) that certain Indenture, dated March 28, 2019, by and among Par Pharmaceuticals, Inc., as issuer, Computershare, as trustee, and the guarantors party thereto; (d) that certain Indenture, dated as of April 27, 2017, by and among Endo Designated Activity Company, Endo Finance LLC and Endo Finco Inc., as issuers, Computershare, as trustee, and the guarantors party thereto; (e) that certain Indenture, dated as of April 27, 2017, by and among Endo Designated Activity Company, Endo Finance LLC and Endo Finco Inc., as issuers, Computershare, as trustee, and the guarantors party thereto; (e) that certain Indenture, dated as of June 16, 2020, by and among Endo DAC, Endo Finance, and Endo Finco, as issuers, Wilmington Savings Fund Society, FSB, as trustee, and the guarantors party thereto; (f) that certain Indenture, dated as of January 27, 2015, by and among Endo DAC, Endo Finance, and Endo Finco, as issuers, UMB Bank, National Association, as trustee, and the guarantors party thereto; (g) that certain Indenture, dated as of July 9, 2015, by and among Endo DAC, Endo Finance, and Endo Finco, as issuers, UMB Bank, as trustee, and the guarantors party thereto; and (h) that certain Indenture, dated as of June 16, 2020, by and among Endo DAC, Endo Finance, and Endo Finco, as issuers, U.S. Bank Trust Company, National Association, as trustee, and the guarantors party thereto: In April 2021, certain members of the Ad Hoc Cross-Holder Group retained Paul, Weiss, Rifkind, Wharton & Garrison LLP to represent them in connection with a potential restructuring involving the above-captioned debtors and debtors-in-possession. From time to time thereafter, certain additional holders of Obligations joined the Ad Hoc Cross-Holder Group. On Aug. 18, 2022, Counsel filed the Verified Statement of the Ad Hoc Cross-Holder Group Pursuant to Bankruptcy Rule 2019. On Oct. 18, 2022, Counsel filed the Amended Verified Statement of the Ad Hoc Cross-Holder Group Pursuant to Bankruptcy Rule 2019. On Oct. 19, 2022, Counsel filed a Revised Amended Statement, which reflects the corrected holdings of Ellington Management Group and the total holdings of the Ad Hoc Cross-Holder Group of the Debtors' Revolving Credit Facility Obligations. Accordingly, pursuant to Bankruptcy Rule 2019, Counsel submits this Revised Amended Statement. As of Oct. 11, 2022, members of the Ad Hoc Cross-Holder Group and their disclosable economic interests are: Bank of America, N.A. 900 W Trade St. NC1-026-05-41 Charlotte, NC 28255 * Term Loan Obligations: $5,743,995.35 BofA Securities, Inc 900 W Trade St. NC1-026-05-41 Charlotte, NC 28255 * 6.125% Notes Obligations: $1,818,000 * 7.500% Notes Obligations: $11,948,000 * 5.875% Notes Obligations: $6,786,000 * 2L Notes Obligations: $76,000,000 * 2028 6.000% Obligations: $123,994,000 Banc of America Credit Products, Inc. 900 W Trade St. NC1-026-05-41 Charlotte, NC 28255 * Revolving Credit Facility Obligations: $9,230,681.96 BlackRock Financial Management, Inc. 55 E. 52nd Street New York, NY 10055 * 6.125% Notes Obligations: $2,945,000 * 7.500% Notes Obligations: $19,566,000 * 2L Notes Obligations: $11,142,000 Brigade Capital Management, LP 399 Park Avenue, 16th Floor New York, NY 10022 * Term Loan Obligations: $14,673,520.35 * 6.125% Notes Obligations: 13,535,000 * 7.500% Notes Obligations: $24,352,000 * 5.875% Notes Obligations: $6,090,000 * 2L Notes Obligations: $45,404,000 * 2028 6.000% Obligations: $40,621,000 Canyon Capital Advisors LLC 2728 N. Harwood Street, 2nd Floor Dallas, TX 75201 * Revolving Credit Facility Obligations: $11,692,197 * Term Loan Obligations: $135,843,636.14 * 6.125% Notes Obligations: $105,305,000 * 7.500% Notes Obligations: $42,797,000 * 2L Notes Obligations: $162,545,000 * 2028 6.000% Obligations: $99,851,000 Capital Research and Management Company 333 South Hope St., 55th Floor Los Angeles, CA 90071 * 6.125% Notes Obligations: $23,340,000 * 7.500% Notes Obligations: $170,426,000 * 5.875% Notes Obligations: $11,744,000 * 2L Notes Obligations: $6,560,000 * 2028 6.000% Obligations: $53,676,000 Deutsche Bank Securities Inc. One Columbus Circle, 7th Floor New York, NY 10019 * Term Loan Obligations: 26,895,368 * 6.125% Notes Obligations: $(3,618,000) (short) * 7.500% Notes Obligations: $(2,000,000) (short) * 5.875% Notes Obligations: $3,975,000 * 2L Notes Obligations: $11,037,000 * 2028 6.000% Obligations: $15,506,000 * 2023 5.375% Notes Obligations: $101,000 Ellington Management Group 53 Forest Ave. 3rd Floor Old Greenwich, CT 06870 * Term Loan Obligations: $8,000,000 * 7.500% Notes Obligations: $2,500,000 * 2L Notes Obligations: $27,500,000 * 2028 6.000% Obligations: $ 11,740,000 Franklin Advisers Inc. 1 Franklin Pkwy. San Mateo, CA 94403 * 6.125% Notes Obligations: $72,980,000 * 7.500% Notes Obligations: $234,251,000 * 5.875% Notes Obligations: $62,516,000 * 2L Notes Obligations: $105,757,000 * 2028 6.000% Obligations: $6,393,000 Glenview Capital Management, LLC 767 Fifth Avenue, 44th Floor New York, NY 10153 * 6.125% Notes Obligations: $61,586,000 * 7.500% Notes Obligations: $11,455,000 * 5.875% Notes Obligations: $8,145,000 * 2L Notes Obligations: $10,977,000 Invictus Global Management, LLC 310 Comal Street Building A, Suite 229 Austin, Texas 78702 * Term Loan Obligations: $5,000,000 * 2L Notes Obligations: $13,000,000 * 2025 6.000% Obligations: $135,000 * 2028 6.000% Obligations: $12,500,000 J.P. Morgan Investment Management Inc. 1 East Ohio Street, 6th Floor Indianapolis, IN 46204 * Term Loan Obligations: $3,806,339.40 * 6.125% Notes Obligations: $32,615,000 * 7.500% Notes Obligations: $101,397,000 * 5.875% Notes Obligations: $13,957,000 * 2L Notes Obligations: $32,808,000 * 2028 6.000% Obligations: $22,882,000 Livello Capital Management 1 World Trade Center, 85th Floor New York, NY 10007 * 5.875% Notes Obligations: $2,000,000 * 2L Notes Obligations: $4,000,000 * 2028 6.000% Obligations: $8,000,000 Marathon Asset Management LP One Bryant Park, 38th Floor New York, NY 10036 * Term Loan Obligations: $86,381,928 * 6.125% Notes Obligations: $87,514,000 * 7.500% Notes Obligations: $54,979,000 * 2L Notes Obligations: $164,400,000 * 2028 6.000% Obligations: $133,041,000 Nomura Corporate Research and Asset Management 309 W 49th St. 9th Floor New York, NY 10019 * 6.125% Notes Obligations: $15,568,000 * 7.500% Notes Obligations: $38,184,000 * 5.875% Notes Obligations: $1,250,000 * 2L Notes Obligations: $31,323,000 * 2025 6.000% Obligations: $200,000 * 2028 6.000% Obligations: $35,820,000 Oaktree Capital Management, L.P. 333 South Grand Ave, 28th Floor Los Angeles, CA 90071 * Term Loan Obligations: $112,499,936.97 * 7.500% Notes Obligations: $109,432,000 * 2L Notes Obligations: $81,585,000 * 2028 6.000% Obligations: $108,489,000 O'Brien Staley Partners 3948 W. 49 1/2 Street Box 24794 Edina, MN 55424 * 7.500% Notes Obligations: $11,000,000 * 2L Notes Obligations: $10,000,000 Western Asset Management Company, LLC 385 East Colorado Boulevard Pasadena, CA 91101 * 6.125% Notes Obligations: $550,000 * 7.500% Notes Obligations: $27,850,000 Whitebox Advisors LLC 3033 Excelsior Blvd., Suite 500 Minneapolis, MN 54416 * Term Loan Obligations: $3,465,250 * 6.125% Notes Obligations: $9,000,000 * 7.500% Notes Obligations: $36,032,000 * 2023 6.000% Obligations: $1,000,000 * 2028 6.000% Obligations: $10,000,000 Counsel for the Ad Hoc Cross-Holder Group can be reached at: PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Andrew N. Rosenberg, Esq. Alice Belisle Eaton, Esq. Andrew M. Parlen, Esq. Alexander Woolverton, Esq. 1285 Avenue of the Americas New York, NY 10019-6064 E-mail: arosenberg@paulweiss.com aeaton@paulweiss.com aparlen@paulweiss.com awoolverton@paulweiss.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3THfZSY About Endo International Endo International plc is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On August 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The Company's cases are pending before the Honorable James L. Garrity, Jr. The Company has put up a Web site dedicated to its restructuring: http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel; PJT Partners LP as investment banker; and Alvarez & Marsal as financial advisor. Kroll is the claims agent. Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as counsel and Ducera Partners LLC as investment banker. ENDO INTERNATIONAL: Jones Day Advises Non-RSA First Lien Lenders ---------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Jones Day submitted a verified statement to disclose that it is representing the Non-RSA First Lien Lenders in the Chapter 11 cases of Endo International PLC, et al. As of Oct. 19, 2022, each Non-RSA First Lien Lender and their disclosable economic interests are: Canyon Capital Advisors LLC 2728 N. Harwood Street, 2nd Floor Dallas, TX 75201 * First Lien Loans: $151,314,930.00 * 6.125% Notes: $105,305,000.00 * 7.500% Notes: $42,797,000.00 * Second Lien Notes: $162,545,000.00 * 6.000% Unsecured Notes: $99,851,000.00 Capital Research and Management Company 333 South Hope Street, 55th Floor Los Angeles, CA 90071 * 5.875% Notes: $11,744,000.00 * 6.125% Notes: $23,340,000.00 * 7.500% Notes: $170,426,000.00 * Second Lien Notes: $6,560,000.00 * 6.000% Unsecured Notes: $53,676,000.00 Glenview Capital Management, LLC 767 Fifth Avenue, 44th Floor New York, NY 10153 * 5.875% Notes: $8,145,000.00 * 6.125% Notes: $61,586,000.00 * 7.500% Notes: $11,455,000.00 * Second Lien Notes: $10,977,000.00 Marathon Asset Management LP One Bryant Park, 38th Floor New York, NY 10036 * First Lien Loans: $86,381,928.00 * 6.125% Notes: $87,514,000.00 * 7.500% Notes: $54,979,000.00 * Second Lien Notes: $164,400,000.00 * 6.000% Unsecured Notes: $133,041,000.00 Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 * First Lien Loans: $112,499,936.97 * 7.500% Notes: $109,432,000.00 * Second Lien Notes: $81,585,000.00 * 6.000% Unsecured Notes: $108,489,000.00 Jones Day continues to represent each Non-RSA First Lien Lender in connection with the above-captioned chapter 11 cases. Jones Day does not represent or purport to represent any other person or entity with respect to these chapter 11 cases. Jones Day does not represent the Non-RSA First Lien Lenders as a "committee" and does not undertake to represent the interests of, and is not a fiduciary for, any other creditor, party in interest, or other entity. In addition, as of the date of this Statement, no Non-RSA First Lien Lender represents or purports to represent any other entity in connection with these chapter 11 cases, other than as set forth herein. Moreover, no Non-RSA First Lien Lender has, or is a party to, any agreement to act as a group or in concert with respect to its interests in the Debtors, and each Non-RSA First Lien Lender has the unrestricted right to act as it chooses in respect of such interests without respect to the actions or interests of any other party. Upon information and belief formed after due inquiry, Jones Day does not hold any disclosable economic interests in relation to the Debtors. Jones Day reserves the right to further amend or supplement this Statement in accordance with the requirements of Bankruptcy Rule 2019 with any additional information that may become available. Counsel to the Non-RSA First Lien Lenders can be reached at: JONES DAY Michael C. Schneidereit, Esq. 250 Vesey Street New York, NY 10281 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 E-mail: mschneidereit@jonesday.com - and - Bruce Bennett, Esq. 555 S. Flower Street 50th Floor Los Angeles, CA 90071 Telephone: (213) 489-3939 Facsimile: (213) 243-2539 E-mail: bbennett@jonesday.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3sgGeEa About Endo International Endo International plc is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The Company's cases are pending before the Honorable James L. Garrity, Jr. The Company has put up a Web site dedicated to its restructuring: http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel; PJT Partners LP as investment banker; and Alvarez & Marsal as financial advisor. Kroll is the claims agent. Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as counsel and Ducera Partners LLC as investment banker. ESJ TOWERS: Court Rules Cuprill Does Not Have Adverse Interest -------------------------------------------------------------- In its opinion and order dated Oct. 13, 2022, the U.S. Bankruptcy Court for the District of Puerto Rico confirms that the Debtor's counsel, Attorney Charles A. Cuprill, does not have a conflict or adverse interest with ESJ Towers, Inc. or the bankruptcy estate. Therefore, the Cuprill Law Firm may continue representing the Debtor, cognizant of its continuous duty of disclosure. The Cuprill Law Firm Application disclosed that on April 7, 2022, Charles A. Cuprill P.S.C. Law Offices received a $75,000 retainer from Around the World Holdings, LLC ("ATWH"), made on behalf of the Debtor, and that as of May 14, 2022, $53,000 of the advance had not been consumed." ATWH is the holding company for Conexus Holdings Puerto Rico ("Conexus"), the Debtor's parent company. Mary Ida Townson, U.S. Trustee for Region 21, alleges that attorney Cuprill received his retainer from ATWH, and that the Debtor may have accounts receivables from ATWH and possibly avoidance actions against this entity. ATWH is the holding company of Conexus, which in turn is the holding company of the Debtor. The concerns were prompted when at the Meeting of Creditors, the Debtor's representatives testified that the Debtor owed monies to ATWH pursuant to a management agreement between the parties. The schedules and statements then on file did not clearly disclose the above. Cuprill answers that the Cuprill Law Firm had no knowledge of Debtor's, ATWH's or Conexus' existence or corporate structure, their principals and officers, prior to Debtor's inquiry as to Cuprill Law Firm's availability to act as Debtor's counsel. Before the execution of the professional services agreement and the payment of the $75,000 advance, Cuprill advised Keith St. Clair and attorney Brian K. Tester that the services by the Cuprill Law Firm would be solely to the Debtor, and that the Cuprill Law Firm would not represent ATWH, Conexus, or Mr. St. Clair, who advised Cuprill that Mr. Tester was his and ATWH's counsel. The Court finds that the Cuprill Law Firm is not currently representing or has represented any of the creditors which are in turn affiliated corporations of the Debtor and whose shareholders are common to the shareholders of the Debtor's sole shareholder — namely Costa Bonita Holding Company, Inc. The Court notes that in the prior case there were payments made by the Debtor's related entities to the Cuprill Law Firm. Even though they may not have been fully disclosed in the prior case, the same have now been clarified to the Court as it relates to the motion to disqualification. In the instant case, the Court finds that the Debtor's counsel has not received a retainer from related entities that are creditors as pursuant to the Debtor's counsel Disclosure of Compensation. In addition, the Debtor's counsel in the verified statement attached to his application for employment disclosed that the source of the funds of the Debtor's counsel compensation will be from the Debtor and/or by entities related to or belonging to Costa Bonita Holding Company, Inc.'s shareholders. The Court concludes that the Debtor's counsel's compensation payments from creditors of the Debtor that are related entities with common shareholders does not create for the Debtor's counsel a "meaningful incentive to act contrary to the best interests of the estate and its sundry creditors—an incentive sufficient to place those parties at more than an acceptable risk—or the reasonable perception of one," since these creditors, which are related entities, do not have an adverse interest to that of the bankruptcy estate. In fact, Attorney Cuprill has disclosed all existing connections with the Debtor and its affiliates. Hence, there is no specific fact that shows that Cuprill will fail to comply with his fiduciary duties to the Debtor and the estate. After a thorough analysis of all relevant facts, the Court cannot discern any actual or potential dispute that may create a predisposition to act in detriment of the estate. The source of the funds to pay Cuprill's retainer has been disclosed and explained by Cuprill and corroborated in the verified statement by Marini Pietrantoni Muñiz, LLC. A full-text copy of the Opinion and Order dated Oct. 13, 2022, is available at https://tinyurl.com/yauxvw55 from Leagle.com. About ESJ Towers ESJ Towers, Inc. owns the ESJ Towers in Carolina, P.R. The luxury apartments and condo units at ESJ Towers have direct access to Isla Verde Beach, widely considered one of the best in Puerto Rico. ESJ sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 22-01676) on June 10, 2022, listing as much as $50 million in both assets and liabilities. ESJ President Keith St. Clair signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped Charles A. Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices as legal counsel and De Angel & Compania, CPA, LLC, as auditor. FIRST FRUITS: Wins Cash Collateral Access Thru Nov. 3 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina authorized First Fruits Business Ministry, LLC to use cash collateral on an interim basis through November 3, 2022, to pay these business-related expenses only, up to but not exceeding the indicated amounts: $503 to Bank Direct for liability insurance $850 for postage and shipping costs $245 for shipping supplies $225 for telephone to T-Mobile $500 to Shannon Petrolito for commission earned postpetition $6,000 for finished product order $300 for the storage unit The U.S. Small Business Administration filed a UCC-1 on June 28, 2020, and a proof of claim on October 12, 2022, asserting a lien upon the Debtor's cash collateral. The Debtor has a loan with Ross Harrison, who asserts a lien against receivables. The Debtor believes the lien may be unperfected because no UCC-1 has been filed. As adequate protection, the SBA will be granted a replacement lien on future cash collateral in the same validity and priority as its pre-petition liens, to the extent of any diminution in its cash collateral post-petition. A final hearing on the matter is set for November 3 at 11 a.m. A copy of the order is available at https://bit.ly/3eHMT72 from PacerMonitor.com. About First Fruits Business Ministry, LLC First Fruits Business Ministry, LLC is a privately held company which focuses on health/wellness and fitness through patented and proprietary products that are "safe with no negative side effects", as well as being all-natural and plant-based. Its patents and products focus on losing body fat and building lean muscle. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 22-02747) on October 7, 2022. In the petition signed by Roger Catarino, its chief executive officer, the Debtor disclosed $23,348,908 in assets and $1,628,225 in liabilities as of July 31, 2022. Judge David R. Duncan oversees the case. Jane H. Downey, Esq., at Moore Bradley Myers Law Firm, P.A., is the Debtor's counsel. FLIX BREWHOUSE: Seeks to Hire Much Shelist P.C. as Counsel ---------------------------------------------------------- Flix Brewhouse NM, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Much Shelist, P.C., as counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the continued management and operation of its business and property; (b) attending meetings and negotiating with creditor representatives and other parties in interest, and advising and consulting on the conduct of the Case, including all of the legal and administrative requirements of operating in Chapter 11 under Subchapter V; (c) working with the Subchapter V trustee to successfully reorganize the Debtor's estate; (d) taking appropriate action to protect and preserve the Debtor's assets, including prosecuting actions on behalf of the Debtor's estate , defending actions commenced against the Debtor's estate, negotiating any litigation in which the Debtor may be involved, and objections to claims filed against the Debtor's estate; (e) preparing legal papers; (f) advising the Debtor with respect to its executory contracts and unexpired leases, and seeking court approval to assume or reject each, as appropriate; (g) appearing before the Bankruptcy Court or other courts to assert or protect the interests of the Debtor and its estate; and (h) performing other legal services for the Debtor that may be necessary and proper in connection with this Case. The firm will be paid at these rates: Jonathan P. Friedland, Partner $600 per hour Jeffrey M. Schwartz, Partner $600 per hour Hajar Jouglaf, Associate $350 per hour Paralegals $200 to $395 per hour Jonathan P. Friedland, Esq., at Much Shelist attests that his firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jonathan P. Friedland, Esq. Jeffrey M. Schwartz, Esq. Hajar Jouglaf, Esq. Much Shelist, P.C. 191 N. Wacker Drive, Ste. 1800 Chicago, IL 60606 Tel: (312) 521-2000 Fax: (312) 521-2100 Email: jfriedland@muchlaw.com jschwartz@muchlaw.com Hjouglaf@muchlaw.com About Flix Brewhouse NM Flix Brewhouse NM LLC is a New Mexico limited liability company that operates a dine-in cinema under the name "Flix Brewhouse," located in the Village @ La Orilla commercial real estate development in Albuquerque, N.M. It is a wholly owned subsidiary of Flix Brewhouse Holdco LLC, which is a wholly owned subsidiary of Flix Entertainment LLC. Flix Entertainment in turn owns several other direct and indirect subsidiary entities that operate Flix Brewhouse locations across the Southwestern and Midwestern U.S. Flix Brewhouse NM's business is multifaceted, consisting of an eight-screen luxury dine-in movie theater showing first-run films to consumer audiences, a lounge and a craft microbrewery producing Flix Brewhouse-branded beer. On Sept. 10, 2021, Flix Brewhouse NM filed a petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 21-30676), listing as much as $10 million in both assets and liabilities. Allan L. Reagan, president of Flix Brewhouse NM, signed the petition. The Debtor is represented by Ferguson Braswell Fraser Kubasta, PC and Sugar Felsenthal Grais and Helsinger, LLP as legal counsel. HMP Advisory Holdings, LLC, doing business as Harney Partners, is the financial advisor. On Sept. 13, 2021, the U.S. Trustee for Region 6 appointed Michael Colvard to serve as Subchapter V trustee. FRALEG GROUP: Amends Plan to Resolve CAF Secured Claim Issues ------------------------------------------------------------- Fraleg Group, Inc., submitted an Amended Disclosure Statement describing Amended Plan of Reorganization dated October 18, 2022. As emphasized throughout the Plan, the Debtor's primary goal is to refinance the underlying mortgage debt, so as to permit the Debtor to maintain ownership of its real properties, consisting of one (1) multi-family residential building located at 112 North Walnut Street, East Orange, New Jersey 07017 (the "Property") and a vacant unimproved land commonly known as and located at 116 North Walnut Street, East Orange, New Jersey 07017 (the "Vacant Lot" and the Property are collectively the "Properties"). Such refinancing is referred to in the Plan, and will be referred to in this Disclosure Statement, as the "Refinance." The term "Refinance" is defined in the Plan. Proceeds of the Refinance will be use by the Debtor to, among other things, pay the Agreed CAF Secured Claim. CAF Borrower GS, LLC the mortgagee in connection with the Mortgage debt, filed a proof of claim docketed as Claim Number 5 on the Bankruptcy Court's Claims Register ("CAF's Proof of Claim"). The Debtor asserted that the amount set forth in CAF's Proof of Claim is miscalculated and is not permitted under the law. The issue of the proper calculation of CAF's Proof of Claim was briefed before the Court and will be resolved pursuant to the agreed treatment in the Plan. The Debtor's preferred treatment is to have the parties agree to, or have the Court determine, the Allowed amount of CAF's Claim and refinance that amount with a new lender on terms sufficient to pay the Agreed CAF Secured Claim. Under any scenario, it is the Debtor's intention to properly address the Agreed CAF Secured Claim so as to comply with the provisions of the Bankruptcy Code. In addition, the Plan also provides for a 100% distribution to general unsecured creditors plus interest at the federal judgment rate in effect on the date the Plan is confirmed. It is the Debtor's position that the Agreed CAF Secured Claim and its class is impaired and is entitled to vote on the Plan and the remaining classes of creditors are not impaired and, as a result, are not entitled to vote on the Plan. While CAF disputes the Debtor's position, CAF has agreed to an allowed secured claim, solely for the purposes of the Plan, on the terms set forth in the Plan and the terms for payment of the Agreed CAF Secured Claim as set forth in the Plan. If the Plan is not confirmed then CAF's agreement to accept the Agreed CAF Secured Claim shall no longer be effective, and CAF and the Debtor shall be permitted to request that the Court resolve the amount of CAF's secured claim pursuant to the briefing previously filed with the Court. Class 1 shall consist of the Agreed CAF Secured Claim. Class 1 is impaired. Since the Filing Date, the Debtor and CAF have engaged in motion practice and litigation surrounding the accurate calculation of the sums secured by CAF's Mortgage and CAF's secured claim. The Debtor and CAF have agreed that the Agreed CAF Secured Claim shall be an allowed claim in the amount of $4,500,000.00. If the Refinance and payoff of the Agreed CAF Secured Claim does not take place by November 22, 2022, then the Agreed CAF Secured Claim shall accrue interest at 3.5% per annum effective as of November 23, 2022. If the Refinance does not take place by December 15, 2022, the Agreed CAF Secured Claim shall thereafter accrue interest at the rate of 10% per annum effective as of December 16, 2022. This interest rate shall apply until payment of the Agreed CAF Secured Claim either in connection with the Refinance or by sale of the Property. The loan documents evidencing the Claim of CAF shall remain in full force and effect, subject to the terms of the Plan and the Bankruptcy Code, until the Agreed CAF Secured Claim is satisfied in accordance with the Plan. CAF and the Debtor are in dispute with regard to the allowable amount of CAF's Secured Claim, and the parties have reached an agreement, solely for the purposes of the Plan, for the amount and treatment of CAF's Claim. If the Plan is not confirmed then CAF's agreement to accept the Agreed CAF Secured Claim shall no longer be effective, and CAF and the Debtor shall be permitted to request that the Court resolve the amount of CAF's Secured Claim pursuant to the briefing previously filed with the Court. If the construction reserve held by CAF has not been offset pursuant to an Order of the Court prior to Confirmation, then the Confirmation Order shall provide for CAF to offset the construction reserve. The calculation of the Agreed CAF Secured Claim of $4,500,000.00 included a netting of the construction reserve against CAF's Secured Claim (such that, upon Court approval of the offset of the construction reserve, the Agreed CAF Secured Claim will remain $4,500,000.00). CAF, pursuant to Bankruptcy Code Section 363(k), shall be entitled to credit bid up to the amount of the Agreed CAF Secured Claim at the auction sale of the Property as provided for under the Plan. The Debtor has obtained a Conditional Mortgage Commitment. The proceeds of that Loan shall be used to pay the Agreed CAF Secured Claim, all other Allowed Claims and Allowed Administration Claims. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 2 shall consist of all Allowed General Unsecured Claims. Class 2 Claimants shall receive a 100% distribution to be paid by the Debtor within 60 days after the Effective Date with interest at the federal judgment rate in effect on the Confirmation Date. * Class 3 shall consist of all Allowed Equity Interests. Class 3 Claimants shall retain all existing pre-petition Equity Interest in the Debtor effective as of the Effective Date. The Plan shall be funded through a combination of: (i) the Refinancing of the Properties and/or (ii) contributions from the Debtor's principal and insiders; or (iii) sale of the Debtor's Property at auction as set forth in the Plan. The Plan will be implemented in the following order: * The Court shall enter the Confirmation Order and that Order shall become a Final Order and the Plan shall go effective (Effective Date); * The Refinance shall take place pursuant to the Final Commitment and all payments pursuant to the Plan of all Allowed Claims shall be made by December 15, 2022; and * If the Refinance has not closed by December 15, 2022, the Debtor's duly retained broker, MYC associates shall commence marketing efforts and shall start expending funds for the marketing on December 16, 2022, if the Refinance has not closed by that date; and * If the Refinance does not take place by November 22, 2022, then the Agreed CAF Secured Claim shall bear interest at 3.5% beginning on November 23, 2022. If the Refinance does not close by December 15, 2022, the Agreed CAF Secured Claim shall bear interest at the rate of 10% per annum beginning on December 16, 2022 through the date that the Agreed CAF Secured Claim is paid; and * If the Refinance has not closed by December 15, 2022, the Debtor's duly retained broker, MYC & Associates, Inc. shall commence marketing efforts and shall start expending funds for the marketing on December 16, 2022, if the Refinance has not closed. The Auction sale of the Property, either with, or without, a stalking horse bidder shall take place before January 31, 2023 pursuant to the Bidding Procedures. A full-text copy of the Amended Disclosure Statement dated October 18, 2022, is available at https://bit.ly/3N4w5nC from PacerMonitor.com at no charge. Attorneys for the Debtor: Avrum J. Rosen, Esq. Law Offices of Avrum J. Rosen, PLLC 38 New Street Huntington, NY 11743 Tel: 631-423-8527 Fax: 631-423-4536 Email: arosen@ajrlawny.com About Fraleg Group Inc. Fraleg Group, Inc., is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of two properties in East Orange, N.J., having a total current value of $4 million. Fraleg Group sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41410) on June 17, 2022, listing as much as $10 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case.Â Â The Debtor's counsel is Avrum J. Rosen, Esq., at the Law Offices of Avrum J. Rosen, PLLC. GANDYDANCER LLC: U.S. Trustee Opposes Disclosure Statement ---------------------------------------------------------- Ilene J. Lashinsky, the United States Trustee for Region 20, objects to the Disclosure Statement, filed August 4, 2022, by GandyDancer, LLC. In support of her objection, the U.S. Trustee respectfully states as follows: * The Disclosure Statement states that Class 2, which is to be paid ahead of general unsecured creditors, is a claim for reimbursement by the principals of Debtor for paying employment taxes. The Disclosure Statement states that Debtor moved for approval to pay those taxes, but an objection was filed. The principals then paid the taxes individually. Disclosure Statement, Doc 311, pp. 15-16. * The Disclosure Statement does not state that because the amounts were paid without prior Court approval, the amounts may constitute an equity contribution. * Debtor's First Plan of Liquiation (sic) Dated August 4, 2022 (Doc 310) states that "[t]his Plan does not violate the absolute priority rule." However, if the Court determines that the reimbursement claim is an equity contribution, then paying the reimbursement claim ahead of unsecured creditors would result in a violation of the absolute priority rule. * The Disclosure Statement should disclose that if the Court determines that the amounts paid by the principals were equity contributions, then paying the principals for those amounts in Class 2 ahead of holders of unsecured claims in Class 3 would violate the absolute priority rule. A full-text copy of the United States Trustee's objection dated October 17, 2022, is available at https://bit.ly/3seMEUe from PacerMonitor.com at no charge. About GandyDancer GandyDancer, LLC provides underground utilities, railroad construction, maintenance, excavation, heavy-haul transportation, bridge construction, and demolition services. It is based in Albuquerque, N.M. GandyDancer filed a petition for Chapter 11 protection (Bankr. N.M. Case No. 19-12669) on Nov. 21, 2019, listing up to $50,000 in assets and up to $10 million in liabilities. Jamin Hutchens, managing member, signed the petition. Judge David T. Thuma oversees the case. Don F. Harris, Esq., and Dennis A. Banning, Esq., at NM Financial& Family Law serve as the Debtor's bankruptcy attorneys. The Debtor also tapped Jennings, Haug, Keleher & McLeod, LLP and New Mexico Law Group, P.C. as its civil litigation counsels. Carr Riggs & Ingram, LLC serves as the Debtor's accountant. GENESIS CARE: S&P Downgrades ICR to 'CCC', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Genesis Care Pty Ltd. (GenesisCare) to 'CCC' from 'CCC+'. At the same time, S&P lowered its long-term issue rating on the senior secured term loans the company guarantees to 'CCC' from 'CCC+'. The negative outlook reflects the possibility that S&P could lower the ratings on GenesisCare over the next 12 months if its liquidity deteriorates further or it believes a distressed debt exchange or similar action is inevitable. S&P said, "The downgrade reflects GenesisCare's less than adequate liquidity and our expectation that the company may consider a distressed debt exchange in the next 12 months. We consider the group's liquidity to be less than adequate despite the capital initiatives over the past few months." These initiatives include the sale of the group's cardiology business to Adamantem Capital for cash proceeds of about A$120 million. In addition, the company also received a A$43 million loan from one of its shareholders, China Resources (Holdings) Co. Ltd., in August 2022 to support near-term liquidity. This followed the receipt of a A$75 million shareholder loan from KKR & Co. in June 2022. However, net cash proceeds from the sale are likely to be reduced by a A$50 million loan repayment to KKR, a A$29 million loan repayment to China Resources, and A$18 million of prepayments for equipment financing. GenesisCare is pursuing the sale and leaseback of treatment centers to generate additional liquidity; it is also seeking additional capital from existing or new shareholders. S&P said, "We believe these initiatives have provided the company with some breathing space as it continues to recover from COVID-19 disruptions and other operational issues, primarily within the U.S. business. However, we anticipate significant risks concerning the sustainability of the group's capital structure and liquidity over the next 12 months in the absence of a material improvement in earnings and cash flow generation." S&P said, "We see an increased likelihood of a below-par debt exchange. GenesisCare's Term Loan B (TLB) is trading at about 50 cents on the dollar and has traded sharply lower in the secondary market in recent months. Given the company's high levels of debt, we believe the potential for a below-par repurchase has increased. We would view such a transaction as a default if lenders do not receive the full amount originally promised. "GenesisCare's leverage will remain elevated in the next 12 months, in our assessment.The company reported its leverage at 18.1x (ratio of net debt to EBITDA; company measure) as of March 31, 2022. Improvements in leverage are dependent on a rebound in earnings, particularly in the U.S., given the negative free operating cash flow (FOCF). Our base case indicates that EBITDA interest coverage will be around 1x in fiscal 2023 (ending June 30, 2023) and exceed 1x in fiscal 2024. We anticipate FOCF will remain negative in fiscals 2023 and 2024." In response to these extremely weak credit metrics, GenesisCare is undertaking an accelerated cost-out program and is aggressively cutting non-discretionary capex to preserve cash flow. However, the company is still proceeding with capex for site refurbishments and replacement of clinical assets. This capex, along with significant debt-servicing requirements, will continue to constrain cash flow and limit the company's ability to deleverage, in S&P's view. As a result, S&P questions the sustainability of the group's capital structure. That said, S&P expects some improvement in patient volumes and revenue collections for GenesisCare's U.S business. Recent trends have indicated growing patient volumes in Spain and the U.K. Patient volumes in Australia have been stable, despite staff shortages across the healthcare sector. In the U.S., volumes are improving during a seasonally low period in the year. Patient volumes in West Florida have shown signs of stabilization after being low during a period of heavy competition. Further, Central and some other U.S. markets have treated record patient volumes since GenesisCare's acquisition of 21st Century Oncology (21C). Additionally, GenesisCare's results of fee-collection processes are improving in the U.S. In June 2022, the company delivered its strongest month of cash collections since the acquisition of 21C. This resulted in an 8% increase in average fees against the low point in average fee experienced in the third quarter of fiscal 2022. The company is aiming to complete these enhancements to its fee collection processes by June 2023, and generate EBITDA growth of US$15 million-US$20 million. The negative outlook on GenesisCare reflects the possibility S&P could lower the ratings over the next 12 months if it believes a distressed exchange or other form of default is inevitable. S&P could lower the rating in the next six to 12 months if GenesisCare's liquidity materially deteriorates, or if it sees a high probability of default or distressed debt exchange. This could occur if the company's earnings or cash flow fail to materially improve. S&P could revise the outlook to stable or consider an upgrade if: -- The group returns to positive free cash flow generation; -- A reduction in financial leverage allows the group to access its revolving credit facilities; -- EBITDA interest coverage approaches the mid-1x level; and -- S&P believes the group has a credible deleveraging path that will allow its debt-to-EBITDA ratio to reduce sustainably below 10x. ESG indicators: E-2; S-3; G-2 GWG HOLDINGS: Proskauer Represents Broker/Dealers ------------------------------------------------- In the Chapter 11 cases of GWG Holdings, Inc. et al., the law firm of Proskauer Rose LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Ad Hoc Committee of Broker/Dealers. On April 20, 2022, each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code. As of Oct. 20, 2022, each member of the Ad Hoc Committee and their disclosable economic interests are: American Trust Investment Services, Inc. 1244 119th Street Whiting, IN 46934 * Contingent Unliquidated Claim Arete Wealth Management, LLC 1115 W. Fulton Market Chicago, IL 60607 * Contingent Unliquidated Claim Ausdal Financial Partners, Inc. 5187 Utica Ridge Road Davenport, IA 52807 * Contingent Unliquidated Claim Centaurus Financial, Inc. 2300 E. Katella Ave. Anaheim, CA 92806 * Contingent Unliquidated Claim Emerson Equity LLC 155 Bovet Road San Mateo, CA 94402 * Contingent Unliquidated Claim Greenberg Financial Group 4511 N. Campbell Ave. Tucson, AZ 85718 * Contingent Unliquidated Claim Krilogy 275 N. Lindbergh Blvd. Creve Coeur, MO 63141 * Contingent Unliquidated Claim Newbridge Securities Corporation 1200 North Federal Highway Boca Raton, FL 33432 * Contingent Unliquidated Claim Moloney Securities Inc. 13537 Barret Parkway Balwin, MO 63021 * Contingent Unliquidated Claim Proskauer does not represent or purport to represent (a) any of the members of the Ad Hoc Committee in their individual capacities or (b) any party other than the Ad Hoc Committee in the Chapter 11 Cases; provided, however, that Proskauer represents Vida Capital, Inc., a party to that certain (1) Option Agreement, dated as of October 4, 2022, and (2) Fee Letter, dated as of October 4, 2022, solely in a corporate capacity, as Vida is represented in the Chapter 11 Cases by other counsel; and, provided, further, that, notwithstanding such other representation, Proskauer has implemented procedures to ensure the separateness of the two representations. Proskauer submits this Verified Statement out of an abundance of caution, and nothing herein should be construed as an admission that the requirements of Bankruptcy Rule 2019 apply to Proskauer's representation of the Ad Hoc Committee. Neither the filing of this Verified Statement nor any subsequent appearance, pleading, claim, or suit is intended or shall be deemed to waive: (i) the right to have orders in non-core matters entered only after de novo review by a district court; (ii) the right to trial by jury in any proceeding so triable in any case, controversy, or adversary proceeding; or (iii) the right to have the reference withdrawn in any matter subject to mandatory or discretionary withdrawal of the Ad Hoc Committee. In addition, all other rights, claims, actions, defenses, setoffs, or recoupments to which the members of the Ad Hoc Committee are or may be entitled under agreements, in law, or in equity, are expressly reserved, and nothing in this Verified Statement should be construed as a limitation upon, or waiver of, any of the Ad Hoc Committee members' rights to assert, file, and/or amend their claims or statements of interests in accordance with applicable law and any orders entered in these Chapter 11 Cases. Proskauer reserves the right to amend or supplement this Verified Statement in accordance with the requirements set forth in Bankruptcy Rule 2019. Counsel to the Ad Hoc Committee of Broker/Dealers can be reached at: PROSKAUER Brian S. Rosen, Esq. New York, NY 10036-8299 Telephone: (212) 969-3000 Facsimile: (212) 969-2900 Email: brosen@proskauer.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3grN07k About GWG Holdings Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH) conducts its life insurance secondary market business through a wholly-owned subsidiary, GWG Life, LLC, and GWG Life's wholly-owned subsidiaries. GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Lead Case No. 22-90032) on April 20, 2022. In the petition filed by Murray Holland, president and chief executive officer, GWG Holdings disclosed between $1 billion and $10 billion in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Mayer Brown, LLP and Jackson Walker, LLP as bankruptcy counsels; Tran Singh, LLP as special conflicts counsel; FTI Consulting, Inc. as financial advisor; and PJT Partners, LP as investment banker. Donlin Recano & Company is the Debtors' notice and claims agent. National Founders LP, a debtor-in-possession (DIP) lender, is represented by Michael Fishel, Esq., Matthew A. Clemente, Esq., and William E. Curtin, Esq., at Sidley Austin, LLP. On June 20, 2022, the Debtors appointed Jeffrey S. Stein and Anthony R. Horton as their independent directors. The Debtors tapped Katten Muchin Rosenman, LLP as legal counsel and Province, LLC as financial advisor for the independent directors. HAZELTON TRUST: US Trustee's Bid to Dismiss Bankruptcy Case Granted ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida issued an order dismissing Hazelton Trust's chapter 11 bankruptcy case. In its Motion to Dismiss, the U.S. Trustee contends that several factors are present, including failure to supply the Trustee with essential information, gross mismanagement, and failure to provide proof of adequate insurance. The U.S. Trustee further submits that (i) the signature on the Debtor's petition does not match existing records for the Debtor's representative, (ii) despite contrary testimony at the initial debtor interview, some of the Debtor's real properties appear to be owned solely through unrecorded deeds, having been acquired by the Debtor or entities related to the Debtor at foreclosure sales in 2016 and 2022, and (iii) the Trustee lacks proof of adequate insurance for all of the parcels of real property. The Supplement and Joinders raised a host of other arguments, including (i) the Debtor's lack of eligibility to file bankruptcy, (ii) a pattern of bad faith demonstrated by repeated prior bankruptcy cases filed by Debtor's authorized representative, Hanna Development, and entities controlled by Hanna Dev or its principal, Nermine Hanna, (iii) undisclosed liens upon the Debtor's real property, (iv) inadequate notice of the Bankruptcy Case to parties in interest, including secured creditors with liens on the Debtor's real property, (v) an absence of verifiable income to fund a reorganization effort, and (iv) the Debtor's alleged motive of filing bankruptcy purely to delay enforcement of state law remedies relating to an existing foreclosure action. The Court finds that the Debtor was ineligible to file bankruptcy because the Debtor failed to meet the qualifications of a business trust under applicable Florida and federal law. The record fails to demonstrate that the Debtor was created for the sole (or even primary) purpose of conducting business for a profit as a business trust within the State of Florida. Indeed, the Debtor's counsel admitted at the Hearing that the Debtor was not registered with the Florida Secretary of State, although he claimed that the Debtor qualified as a business trust. As the U.S. Trustee pointed out, the "wet" signature of the Debtor's principal on the Petition does not match the signature on the Initial Debtor Interview Checklist, Certifications and Declarations. The Court explains that a debtor's signature on the original bankruptcy petition does more than simply authorize the petition's filing; it also verifies, under penalty of perjury, that the information in the petition is correct. The Court rules that the Debtor's inability to demonstrate the existence of any actual "wet" signature of its principal on the Petition provides another strong basis for the dismissal of this Bankruptcy Case Upon filing the Petition, the clerk of the Bankruptcy Court notified the Debtor that its filing was incomplete due to its failure to file its schedules and statement of financial affairs with the Petition—those documents were to be filed no later than 14 days after the petition date, or Sept. 26, 2022. Instead, on Sept. 28, 2022, two days after the deadline, the Debtor filed an Ex Parte Motion for Extension of Time to file Remaining Initial Documents and to Reschedule Meeting of Creditors, which was amended the same day. On Oct. 6, 2022, the Debtor's counsel, purportedly on behalf of Debtor, its Schedules and the statement of financial affairs ("SOFA") On Oct. 7, 2022, the Debtor's counsel also filed a declaration regarding the schedules. Each of the Schedules, SOFA, and Declaration were signed solely by Debtor's counsel, but not by any authorized signatory of the Debtor. Here, the Debtor's failure to include the signature of an authorized signatory on the Schedules, SOFA, and Declaration rendered such filings ineffective as a matter of law. As a result, the Debtor failed to timely comply with a filing requirement established by the Bankruptcy Rules. The Debtor also failed to indicate any available income to fund a reorganization plan. Prior to the Hearing, the Debtor submitted a one-page Summary of Assets and Liabilities and the handwritten Schedules and SOFA. Collectively, these filings disclose the Debtor's asserted ownership of three parcels of property and $600 of goods. There are no other assets. Since the Debtor failed to assert any potential income or potential sale of assets with which to fund a reorganization, the Court concludes that there is an absence of a reasonable likelihood of rehabilitation. This failure constitutes "cause" under Section 1112(b)(4)(A) and warrants dismissal or conversion of the Bankruptcy Case. PNC argues that repeated filings involving the Debtor's ultimate managing principal, Hanna, as well as Hanna Dev, indicate that this Bankruptcy Case was filed in bad faith. For that reason, PNC sought a 180-day prohibition against future bankruptcy filings involving the Debtor, Hanna, and any entity owned solely by Hanna. For its part, Wycliffe contends that the Debtor strategically filed the Bankruptcy Case just over an hour prior to a scheduled foreclosure sale in the lien foreclosure action styled as Wycliffe Golf and Country Club Homeowners' Association, Inc. v. Unknown Trustees, Heirs, Beneficiaries or Devisees of The Hazleton Trust, et al. (Case No. 502021CA008706XXXXMB in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida). Wycliffe argues that this Bankruptcy Case was nothing more than an attempt to frustrate the legitimate exercise of its enforcement rights against its collateral located at 4678 Hazleton Lane, Wellington, Florida. The Court takes judicial notice of the multiple prior bankruptcy filings of entities controlled by the Debtor's principal, Hanna Dev, or by the Debtor's registered agent, Hanna. The debtors in the prior cases either defaulted under a confirmed chapter 11 plan or had their case dismissed by the bankruptcy court. The Court is keenly aware of the impact that a bankruptcy filing has upon pending state court foreclosure proceedings for the various parcels of real property described in the Debtor's Schedules and SOFA. The commencement of this Bankruptcy Case grinds those enforcement actions to a screaming halt, as a result of the automatic stay. Based upon the totality of the circumstances, including the full record of this Bankruptcy Case, the Court concludes that the filing of this Bankruptcy Case follows a pattern of evasive maneuvers undertaken by Hanna Dev or Nermine Hanna in the Prior Cases designed to thwart state court proceedings. The purpose of this Bankruptcy Case was no different, as its filing resulted in the cancellation of a foreclosure sale scheduled in Wycliffe's foreclosure judgment. As a consequence, the Court finds that Debtor filed the Bankruptcy Case in bad faith, which warrants a 180-day ban on the Debtor and any entity controlled by Hanna filing a bankruptcy case affecting property of this bankruptcy estate. A full-text copy of the Order dated Oct. 13, 2022, is available at https://tinyurl.com/5n8urr5v from Leagle.com. About Hazelton Trust Hazelton Trust sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17022) on Sept. 12, 2022. In the petition filed by Hanna Development, as substitute trustee, the Debtor reported assets between $500,000 and $1 million and estimated liabilities between $100,000 and $500,000. The Debtor is represented by Jeffrey M Siskind at Siskind Legal, PLLC. HIDDEN ACRES: Continued Operations to Fund Plan Payments -------------------------------------------------------- Hidden Acres Healthcare, LLC, Trousdale Property Holdings, LLC, Benchmark Healthcare of Dane County, Inc., and Madisonville Real Estate Investors, LLC, (collectively, the "Debtors"), filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a First Amended Joint Plan of Reorganization dated October 18, 2022. Each of the four debtor-in-possession entities is 100% owned by The Trousdale Foundation, which is a Massachusetts chartered nonprofit corporation formed in 1989. The mission of the Foundation is to provide care, service, and compassion to senior adults and to adults with intellectual disabilities. The Debtors' primary secured creditor is CapStar Bank, successor by merger to Athens Federal Community Bank, with which the Debtors had a longstanding and positive relationship. The total CapStar debt is approximately $5,000,000, secured by various real estate owned by the Debtors. The loans matured in 2020 and a subsequent forbearance agreement expired on June 30, 2022. On August 29, 2022, the Debtors learned that CapStar Bank had filed a lawsuit in the Chancery Court for Bradley County, Tennessee requesting emergency ex parte appointment of a receiver. Despite diligent efforts to refinance its obligations to CapStar and continued monthly payments pursuant to and after the forbearance agreement on which the Debtors always remained current, CapStar aggressively sought the appointment of a receiver. To stop the receivership action and retain control of the property necessary to fulfill the broader enterprise's mission, each of the Debtors filed for Chapter 11 protection under Subchapter V on an emergency basis on August 30, 2022. This Plan is the Debtors' comprehensive proposal to balance honoring their obligations to creditors while restructuring their finances in a manner sufficient to ensure continuation of their important mission. Class 4 consists of the Secured Claim of Royal Plus, Inc. Against Debtor Benchmark Healthcare of Dane County, Inc. The Class 4 Claim shall be Allowed in an amount to be determined by the Bankruptcy Court after Confirmation in accordance with the Claims Allowance procedures set forth in this Plan. If and to the extent a Secured Claim is Allowed, it shall be amortized over 30 years with interest at 6.5% per annum and with interest-only payments for the first 3 years. Any Deficiency Claim shall be Allowed as a Class 6 General Unsecured Claim. Class 5 consists of Administrative Convenience Claims Against Debtor Benchmark Healthcare of Dane County, Inc. Each holder of an Allowed Class 5 Claim in an amount not greater than $1,000.00 will be paid in full in cash on the Effective Date of the Plan. Any Holder of an Allowed Class 6 Claim in excess of $1,000.00 may elect to have its Claim treated as a Class 5 Claim and receive $1,000.00 on the Effective Date in full satisfaction of its Claim. Any Holder of an Unsecured Claim in excess of $1,000.00 electing this option must notify Debtor's counsel by no later than 10 days after entry of the Confirmation Order of its intent to participate in this Class. Any Person or entity having a Contested Class 5 Claim shall be entitled to payment only after such Claim becomes an Allowed Claim pursuant to a Final Order. Class 6 consists of General Unsecured Claims Against Debtor Benchmark Healthcare of Dane County, Inc. Each Holder of an Allowed Class 6 Claim shall be paid its Pro Rata portion of Debtor Benchmark Healthcare of Dane County, Inc.'s Disposable Income in annual disbursements during the Commitment Period, with the first such payment due on the Effective Date. Class 7 consists of the Claims Against Debtor Trousdale Property Holdings, LLC not Included in Another Class. Each Holder of an Allowed Class 7 Claim shall be paid its Pro Rata portion of Debtor Trousdale Property Holdings, LLC's Disposable Income in annual disbursements during the Commitment Period, with the first such payment due on the Effective Date. Class 8 consists of the Claims Against Debtor Madisonville Real Estate Investors, LLC not Included in Another Class. Each Holder of an Allowed Class 8 Claim shall be paid its Pro Rata portion of Debtor Madisonville Real Estate Investors, LLC's Disposable Income in annual disbursements during the Commitment Period, with the first such payment due on the Effective Date. Class 9 consists of the Claims Against Debtor Hidden Acres Healthcare, LLC. Each Holder of an Allowed Class 9 Claim shall be paid on the Effective Date its Pro Rata portion of any assets of Debtor Hidden Acres Healthcare, LLC. Class 10 consists of the Secured Claim of Robert Johnson. The Class 10 Claim shall be Allowed in the amount of $1,250,000.00 or such other amount as the Court determines and shall be paid on the same terms as the Class 3 Claim. Except as otherwise provided under the Plan, the Class 10 Claimant shall retain his lien on the Class 10 Collateral. Class 11 consists of Interests. Interests in Debtors Trousdale Property Holdings, LLC, Benchmark Healthcare of Dane County, Inc., and Madisonville Real Estate Investors, LLC shall remain unaltered. Upon Confirmation, Debtor Hidden Acres Healthcare, LLC, shall be deemed dissolved and may, but shall not be required to, in its discretion, file all necessary certificates of dissolution and take any other actions necessary or appropriate to reflect the dissolution under Tennessee state law. The Debtors shall use proceeds from operations to pay all required payments on the Effective Date and all payments due under the Plan on an on-going basis. Debtor Trousdale Property Holdings, LLC's entire income will be received from the operating entity, The Trousdale School, Inc., as a pass-through for payment to CapStar Bank. Debtor Madisonville Real Estate Investors, LLC's entire income will be received from the operating entity, Madisonville Healthcare, LLC, as a pass-through for payment to CapStar Bank. A full-text copy of the First Amended Joint Plan dated October 18, 2022, is available at https://bit.ly/3CZ1X8u from PacerMonitor.com at no charge. Attorneys for Debtors: Robert J. Gonzales (robert@emerge.law) Nancy B. King (nancy@emerge.law) EmergeLaw, PLLC 4000 Hillsboro Pike, Suite 1112 Nashville, Tennessee 37215 (615) 815-1535 About Hidden Acres Each of Hidden Acres Healthcare, LLC, Trousdale Property Holdings, LLC, Benchmark Healthcare of Dane County, Inc., and Madisonville Real Estate Investors, LLC, (collectively, the "Debtors") entities is 100% owned by The Trousdale Foundation, which is a Massachusetts chartered nonprofit corporation formed in 1989. The Debtors filed for Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 22- 02780) on Aug. 30, 2022. The Debtors are represented by Robert Gonzales, Esq. of EMERGELAW, PLC. HUCKLEBERRY PARTNERS: Objections Resolved; Plan Confirmed --------------------------------------------------------- Judge Grace E. Robson of the U.S. Bankruptcy Court for the Middle District of Florida has entered an order confirming the Plan of Reorganization, as Modified, filed by Huckleberry Partners, LLC. Judge Robson further ordered that the Debtor's Emergency Motion for Authority to Use Cash Collateral, which was previously granted on an interim basis pursuant to the Second Interim Order Granting Debtor's Emergency Motion for Authority to Use Cash Collateral to the Petition Date, is granted on a final basis. The Debtor is authorized and directed to execute all agreements and undertake the actions contemplated by the Plan. In connection with confirmation of the Debtor's Plan and final approval of the Debtor s Disclosure Statement, the following objections were filed, and resolved, prior to, or at the Hearing in the manner: * Objection to Confirmation of Debtor's Plan of Liquidation, Objection to Disclosure Statement filed by Adam Kanter; and * Objection to Confirmation of Debtor's Plan of Liquidation filed by Emerald Creek Capital, LLC. A copy of the Confirmation Order dated October 18, 2022, is available at https://bit.ly/3CWgamF from PacerMonitor.com at no charge. Counsel for Debtor: Justin M. Luna, Esq. Latham, Luna, Eden & Beaudine, LLP 201 S. Orange Avenue, Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com About Huckleberry Partners Huckleberry Partners LLC owns and operates a shopping center called Waterford Commons, which is located at 12789 Waterford Lakes Parkway, Orlando, Florida. Huckleberry Partners is a member-managed company -- the only member with decision making authority is Henry James Herborn, III. Huckleberry Partners sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02159). In the petition filed by Henry James Herborn, Ill, as managing member, the Debtor estimated assets and liabilities between $1 million and $10 million each. Justin M Luna, Esq., at Latham, Luna, Eden & Beaudine, LLP, is the Debtor's counsel. The Debtor's Chapter 11 Plan and Disclosure Statement are due by Oct. 17, 2022. IFRESH INC: Elects Min Xu as Director to Fill Vacancy ----------------------------------------------------- Min Xu was unanimously elected to the board of directors of iFresh Inc. to fill the vacancy on the Board resulting from the resignation of Mr. Qiang Ou. There are no family relationships between Ms. Min Xu and any director or other executive officer of the Company. Ms. Min Xu has been employed by Wuhan Pingdaochuan Certified Public Accountants Partnership (General Partnership) in Wuhan, China as an auditor since January 2021. She worked as a Transaction Accountant/Cost Supervisor at Wuhan Yusheng Optical Devices Co., Ltd., an optical device manufacturer, from February 2016 to January 2021. She worked as a cashier/general ledger accountant at Jiangsu Zhongji Pile Industry Co., Ltd., a construction/piling company, from March 2013 to February 2016. Ms. Xu has a bachelor's degree in accounting and a bachelor's degree in accounting computerization from the China University of Geosciences. About iFresh Inc. Headquartered in Long Island City, New York, iFresh Inc. -- http://www.ifreshmarket.com-- is an Asian American grocery supermarket chain and online grocer on the east coast of U.S. With eight retail supermarkets along the US eastern seaboard (with additional stores in Connecticut opening soon), and one in-house wholesale business strategically located in cities with a highly concentrated Asian population, iFresh aims to satisfy the increasing demands of Asian Americans (whose purchasing power has been growing rapidly) for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and strong relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty produce at competitive prices to a growing base of customers. iFresh Inc. reported a net loss of $8.29 million for the year ended March 31, 2020, compared to a net loss of $12 million for the year ended March 31, 2019. As of Dec. 31, 2020, the Company had $131.62 million in total assets, $110.33 million in total liabilities, and $21.29 million in total shareholders' equity. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Aug. 13, 2020, citing that the Company has incurred significant operating losses, has negative working capital of $28.6 million and is not in compliance with its credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. J.E.H. PROPERTIES: Affiliates' Contribution & Revenues to Fund Plan -------------------------------------------------------------------- J.E.H. Properties I, LLC and J.E.H. Properties II, LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement for the Plan of Reorganization dated October 18, 2022. In March of 2018, JEH I purchased the real property located at 4 County Route 26, Climax, New York 12042 (SBLs: 55.00-3-8, 55.00-4-24) (the "Property I"). Property I contained a restaurant premises, formerly operating as the popular local restaurant, Quarry Steakhouse (the "Restaurant Premises"). At the same time that JEH I purchased Property I, JEH II purchased the adjacent real property located at SBLs: 55.00-3-9 and 55.00-3-7 (the "Property II", together with Property I, the "Properties"). Property II is a vacant lot. JEH II is currently undergoing negotiations with a solar company to redevelop Property II into a solar farm. JEH I leased the Restaurant Premises to its affiliate, Emilies Pastaria LLC ("Emilies"). Emilies intended to refurbish and reopen the Restaurant Premises. Before refurbishment was completed, in August of 2019, the Restaurant Premises caught fire, and several fire departments responded to the blaze. Luckily, the Restaurant was vacant at the time of the fire, and no one was injured. The building, however, sustained severe damage. Because the Debtors were not receiving rental income from the Restaurant Premises, the Debtors fell behind on their mortgage and property tax payments. A tax foreclosure was commenced against the Properties. The Debtors require the protection of the Bankruptcy Court in order to help sustain and protect their only assets until such time as a restructuring can be accomplished. The Debtors intend to repay the real property taxes in full once they receive funding from the New York State Solar Energy Program towards the end of this year and/or upon payment of the Insurance Proceeds are received. Class 2 consists of the Allowed Secured Claim of the Merchants against Property I. The Holder of the Allowed Secured Claim shall receive payment in full on its Allowed Class 2 Claim. Until such time as the Class 2 Claim is paid in full, the holder thereof shall retain its liens on Property I. Payment shall be remitted as follows; $5,000 on the Effective Date and $2,500 per month thereafter, until paid in full. There shall be no pre-payment or other similar penalty upon any partial or full pre-payment of the Allowed Class 2 Claim. The Allowed Class 2 Claim is impaired. The Debtors estimate Class 2 Claims to total approximately $305,000. Class 3 consists of the Allowed Secured Claims of Greene County against the Properties. Holders of the Allowed Secured Tax Claims shall be paid, in cash, $5,000 per quarter in 12 quarterly installments, commencing on the Effective Date, and thereafter on the 30th Day of December, March, June and September of each year, until paid in full. Allowed Class 3 Claims are impaired under this Plan and holders of such Claims shall be entitled to vote to accept or reject the Plan. The Debtors estimate Class 3 Claims to total approximately $57,500. Class 4 consists of the Allowed General Unsecured Claims. Holders of the Allowed General Unsecured Claims shall be paid in full, in Cash, on the Effective Date. Class 4 is not impaired pursuant to Section 1124 of the Bankruptcy Code and are deemed to accept this Plan. The Debtors do not believe any such claims exist. Class 5 consists of the Allowed Interests in the Debtors. Holders of the Allowed Interests shall retain their Interest in the Reorganized Debtor, strictly subject to acceptance of the Plan by the Class 2 and 3 Secured Claims. The holder of the Class 5 Interests are not impaired under this Plan and are deemed to have accepted this Plan. The Plan shall be funded from the following sources: (a) $18,650 on the Effective Date, by the Debtors' Affiliates, which shall be used to fund the Plan Distribution Fund, and (b) the Debtors' Cash on hand and operating revenues going forward, if any, and shall be distributed by the Debtors. A full-text copy of the Disclosure Statement dated October 18, 2022, is available at https://bit.ly/3grHNw5 from PacerMonitor.com at no charge. Attorneys for the Debtors: Dawn Kirby, Esq. Erica R. Aisner, Esq. Kirby Aisner & Curley, LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 Email: dkirby@kacllp.com eaisner@kacllp.com About J.E.H. Properties J.E.H. Properties I, LLC and J.E.H. Properties II, LLC filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 22-35449 and 22-35450) on July 20, 2022. At the time of the filing, the Debtors listed as much as $1 million in both assets and liabilities. Judge Cecelia G. Morris oversees the case. Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP, is serving as the Debtors' counsel. JNF INVESTMENTS: Nov. 16 Plan & Disclosure Hearing Set ------------------------------------------------------ On Oct. 3, 2022, JNF Investments, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement and Plan of Reorganization on Oct. 4, 2022. On Oct. 18, 2022, Judge Laurel M. Isicoff ordered that: * Nov. 16, 2022 at 11:00 a.m. in the United States Bankruptcy Court, 301 N. Miami Ave., Courtroom 8 (8th Fl), Miami, FL 33128 is the hearing on approval of the disclosure statement and confirmation of the plan. * Nov. 4, 2022, is fixed as the last day for filing written acceptances or rejections of the plan. * Nov. 10, 2022, is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. * Nov. 2, 2022, is fixed as the last day for filing and serving objections to claims. * Oct. 26, 2022, is fixed as the last day for filing and serving fee applications. A copy of the order dated Oct. 18, 2022, is available at https://bit.ly/3z66SDk from PacerMonitor.com at no charge. Debtor's Counsel: Kathy L. Houston, Esq. The Houston Law Firm, PA 15321 S. Dixie Hwy., Ste. 205 Miami, FL 33157-1814 Telephone: (305) 420-6609 Facsimile: (786) 441-4416 Email: mail@houstonlawfl.com About JNF Investments JNF Investments, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14005) on May 22, 2022, listing up to $1 million in both assets and liabilities. Jaymet Alvarez, manager, signed the petition. Judge Laurel M. Isicoff oversees the case. Kathy L. Houston, Esq., at The Houston Law Firm, PA serves as the Debtor's counsel. JUMAS FOOD: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ Jumas Food Mart, LLC asks the U.S. Bankruptcy Court for the Middle District of North Carolina, Durham Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay on-going costs of operating the business and insuring, preserving, repairing, and protecting all its tangible assets. The Debtor obtained a loan from Civic Financial Services, LLC on December 21, 2018, in the original principal amount of $368,000 secured by a deed of trust recorded in Book 8571, Page 303 of the Durham County Register of Deeds Office, encumbering real property located at 301 E Umstead Street, Durham, North Carolina and 905 North Hyde Park, Durham, North Carolina. At present, this property is not yet generating rental income but is available to be rented. As of the Petition Date, the total principal balance to Civic Financial was approximately $164,000. As of the Petition Date, three UCC-1 Financing Statements were of record with the North Carolina Secretary of State's Office based upon merchant lender agreements between the Debtor and these merchant lenders: a. File number 20180008427C, filed on January 26, 2018, by IMS Fund LLC as the secured party, asserting a lien in all accounts and receivables, which the Debtor believes has been satisfied in full; b. File number 2021048611G, filed on April 15, 2021, by Natural Capital Investment Fund, Inc. as the secured party, asserting a lien on all inventory, chattel paper, accounts, equipment, general intangibles, consumer goods, and fixtures, with an outstanding balance of approximately $65,000; and c. File number 20210140295H, filed on October 18, 2021, by Ascendus, Inc. and LISC Fund Management LLC naming Jumas Food Mart, LLC d/b/a Jumas Food Mart and Benard Juma Ogomo as the debtors, and asserting a lien on all asserts of the debtors, with an approximate balance of $98,000 outstanding. The Debtor intends to treat this claim as an unsecured claim, as the financing statement does not appear in a standard search of the Debtor's name and is therefore seriously misleading. The Debtor proposes that: -- the secured creditors whose cash is used will have a continuing post-petition replacement liens and security interests in all property and categories of property of the same extent, validity, and priority as said creditor held pre-petition to the extent of any cash collateral used; and -- the use of cash collateral will be limited to the uses as generally projected in the proposed budget and as set forth in the proposed Interim Order, or as may otherwise be approved by the Court after further notice and a hearing. A copy of the Debtor's motion and budget is available at https://bit.ly/3MWL7vH from PacerMonitor.com. The Debtor projects $11,200 in receipts and $9,270 in total expenses. About Jumas Food Mart, LLC Jumas Food Mart, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-80201) on October 17, 2022. In the petition filed by Benard Ogomo, member-manager, the Debtor disclosed up to $500,000 in both assets and liabilities. Laurie B. Biggs, Esq., at Biggs Law Firm PLLC, is the Debtor's legal counsel. KAPCO FOODS: Wins Final OK to Access Cash Collateral ---------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina authorized Kapco Foods, LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral for the operation of its business and payment of business expenses in the ordinary course. DMKA, LLC d/b/a The Smarter Merchant and Forward Financing, LLC, may assert blanket liens in and to substantially all of the Debtor's personal property, including, but not limited to, the Debtor's accounts, receivables, and/or payment rights. Smarter Merchant may assert a claim in the approximate amount of $100,000 and Forward may assert a claim in the approximate amount of $70,000. As adequate protection for any security interests of Smarter Merchant, Forward, and any other secured creditors who may assert an interest in the cash collateral, to the extent that the Debtor uses cash collateral and does not replace it, are granted replacement liens to the same extent, validity, and priority as their pre-petition liens on the Petition Date in all types and descriptions of collateral that were properly secured and perfected under the applicable, valid, and enforceable pre-petition loan documents, for any post-petition diminution in the prepetition cash collateral. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3s4NyT1 from PacerMonitor.com. The budget provides for total expenses, on a monthly basis, as follows: $63,406 for October 2022; $61,266 for November 2022; $63,916 for December 2022; and $60,076 for January 2022. About Kapco Foods, LLC Kapco Foods, LLC operates a hamburger restaurant as Checkers store number 3703 in Goose Creek, South Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 22-02586) on September 23, 2022. In the petition signed by Kathryn P. Pye, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Elisabetta G. M. Gasparini oversees the case. W. Harrison Penn, Esq., at McCarthy, Reynolds, & Penn, LLC, is the Debtor's counsel. KEYS MEDICAL STAFFING: Wins Cash Collateral Access Thru Nov 15 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, authorized Keys Medical Staffing, LLC to use cash collateral on an interim basis in accordance with the budget, through the date of the final hearing. The Debtor requires the use of cash collateral to fund critical operations. The Debtor is permitted to pay its independent contractors that are temporarily staffed at work sites, the amount that is actually billed by the independent contractors, regardless of the amount provided for in the Budget for independent contractor compensation. All of the Debtor's clients, including SavaSeniorCare Administrative Services, LLC, are authorized to send funds they are holding for services already provided directly to the Debtor. The Court held that a $5,000 payment that was inadvertently sent to the Lender may be retained by the Lender and applied by the Lender to the balance owed by the Debtor. The retention of funds will not be deemed a violation of any provision of the Bankruptcy Code. Sava, its affiliates, or any other client that sends funds to the Debtor in accordance with the Interim Order will not be liable to either the Debtor or its lender to the extent of the amount of funds that are actually paid to the Debtor, and any payments by an Account Debtor will be credited against, and in satisfaction of, invoices that are undisputed by the Account Debtor. On June 2, 2020, the Debtor entered into a financing agreement with ARA, Inc. d/b/a Lone Oak Payroll, a factoring company, and executed a Conditional Letter of Agreement for Factoring and Payroll Services. The Debtor asserts that the Factoring Agreement is a loan rather than a true sale of receivables. The Lender asserts that it is the owner of certain accounts receivable which it purchased from the Debtor under the Factoring Agreement, and the Lender asserts further that it holds a security interest in all of the Debtor's personal property as security for all amounts owed to the Lender by the Debtor. The Lender contends that, as of June 29, 2022, the Debtor was indebted to it under the Factoring Agreement in the total amount of approximately $1,085,833, exclusive of attorney's fees and other items recoverable under the Factoring Agreement and applicable law. Debtor disputes the amount owed. SavaSeniorCare is a pre-petition client of the Debtor that, upon information and belief, owes funds for work performed. As adequate protection for any diminution in the value of ARA's interests in the Pre-Petition Collateral resulting from the use of cash collateral, the Lender is valid, binding, enforceable and automatically perfected liens on and security interests in (i) all personal property of the Debtor that is of a kind or nature described as Collateral in the Factoring Agreement, whether existing or arising prior to, on or after the Petition Date, and (ii) all other personal property of the Debtor, wherever located and whether created, acquired or arising prior to, on or after the Petition Date. The Adequate Protection Liens will at all times be senior to the rights of the Debtor and any successor trustee or estate representative of the Debtor's estate, and any security interest or lien upon the Debtor's assets that is avoided or otherwise preserved for the benefit of the Debtor's estate under Section 551 or any other provision of the Bankruptcy Code will be subordinate to the Adequate Protection Liens. The Adequate Protection Liens and all claims, rights, interests, administrative claims and other protections granted to or for the benefit of the Lender pursuant to the Order and the Bankruptcy Code will constitute valid, enforceable, nonavoidable and duly perfected security interests and liens. As additional adequate protection, during the Interim Period the Debtor was required to make a $30,000 payment to the Lender by the close of business on October 14, 2022. The Adequate Protection Payment was to be applied to reduce the principal amount that the Debtor owes to the Lender as of the Petition Date. The final hearing on the matter is scheduled for November 15, 2022, at 9 a.m. A copy of the order is available at https://bit.ly/3D6sgLa from PacerMonitor.com. About Keys Medical Staffing, LLC Keys Medical Staffing, LLC is a medical staffing company formed by Dr. Theresa Jones and Dr. Linnie Fletcher in 2016. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20573) on June 28, 2022. In the petition filed by Christy Collins-French, chief operating officer, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge James R. Sacca oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, serves as the Debtor's counsel. LB STEEL: Committee Recovers $252K From Steelcast ------------------------------------------------- In the adversary proceeding captioned as IN RE: LB STEEL, LLC, Chapter 11, Debtor. THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF LB STEEL, LLC, Plaintiff, v. STEELCAST LIMITED AND STEELCAST, LLC, Defendants, Adversary No. 17, (Bankr. N.D. Ill.), the Official Committee of Unsecured Creditors of LB Steel, LLC seeks to avoid and recover for the Debtor's estate $252,393 in payments made by the Debtor to Steelcast Limited in the ninety days leading up to the bankruptcy filing. In her Memorandum Opinion dated Oct. 11, 2022, Bankruptcy Judge Janet S. Baer orders Steelcast to return $252,393 to the Debtor's bankruptcy estate after finding that transfers made by the Debtor to Steelcast are avoidable. Steelcast manufactured steel plate, steel parts, and other steel products that were purchased by the Debtor. In the ninety days leading up to its bankruptcy filing (the "preference period"), the Debtor paid a total of $252,393 for goods manufactured by Steelcast. The Court explains that in order to prevail on a preference claim, a plaintiff must prove that the transfer: (1) was made to or for the benefit of a creditor; (2) was made for or on account of an antecedent debt; (3) was made while the debtor was insolvent; (4) was made on or within ninety days before the petition date; and (5) allowed the creditor to receive more than it otherwise would have if the case were a case under chapter 7 and the transfer had not been made. Steelcast does not dispute that the transfers at issue were made to or for the benefit of a creditor, for or on account of an antecedent debt, and on or within the ninety days before the petition date or that the transfers allowed Steelcast to receive more than it otherwise would have if the case were a chapter 7 case. The only issue in dispute is whether the Debtor was solvent during the preference period. The Court notes that the parties dispute primarily two issues—the methodologies used by the experts to determine the Debtor's assets and the treatment of the contingent Walsh liability. The Court finds the experts' treatment of the Walsh liability is the key difference that tips the scale in favor of the Debtor on the issue of the company's solvency during the preference period. Although the Walsh liability was contingent, the Court determines that the discovery in the litigation had been completed and the trial actually took place and was concluded during the preference period, which ran from July 19, 2015 to Oct. 17, 2015. Toward the end of that period—on Oct. 14, 2015, the Walsh judgment was entered against the Debtor in the net amount of $19.2 million, and four days later, on Oct. 18, 2015, the Debtor filed for relief under chapter 11. The Debtor's evidence at trial much of which U.S. Steel's expert chose to disregard all pointed in the direction of these outcomes. The Court concludes that the Debtor was insolvent during the preference period. As such, the Court finds that the Committee may avoid the payments of $252,393 made by the Debtor to Steelcast in the ninety days leading up to the bankruptcy filing pursuant to § 547(b) of the Bankruptcy Code. Because the Court has concluded that the transfers made from the Debtor to Steelcast during the preference period are avoidable, the Committee is entitled to recover the $252,393 in payments from Steelcast pursuant to Section 550(a), and judgment will be entered in the Committee's favor on Count III of the complaint. Likewise, the Committee's Section 502(d) disallowance claim in Count IV is moot. A full-text copy of the Memorandum Opinion dated Oct. 11, 2022, is available at https://tinyurl.com/yc355au7 from Leagle.com. About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor has engaged Perkins Coie LLP as counsel; Nisen & Elliott, and Crane Heyman Simon Welch & Clar, both as special counsel; Livingstone Partners LLC as investment banker; and Garden City Group LLC as notice, claims and balloting agent. Judge Janet S. Baer is assigned to the case. The Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. The creditors are Janco Steel LTD, Welding Industrial Supply Co., SSAB Americas, The Walsh Group and EVRAZ North America. The unsecured creditors' committee has engaged Duane Morris LLP as counsel, and Honigman Miller Schwartz and Cohn LLP as special counsel. LUCIEN H. MARIONEAUX JR: Settlement With LMJM Trust Gets Approval ----------------------------------------------------------------- Bankruptcy Judge John S. Hodge issued on Wednesday, Oct. 12, 2022, a memorandum ruling approving the settlement between Lucien Harry Marioneaux, Jr.'s and Mary Sue Marioneaux, individually and in her capacity as co-trustee of the Lela Mae Johnson Marioneaux Trust ("LMJM Trust"). Before the commencement of his bankruptcy case, the Debtor was involved in two state court proceedings pending in Louisiana. Those actions are referred to as the "Trust Litigation" and the "Succession Proceeding," more particularly described as: Marioneaux vs. Marioneaux, Case No. 588,685-A, First Judicial District Court, Caddo Parish, Louisiana and Succession of Lucien H. Marioneaux, Case No. 594,635-B, First Judicial District Court, Caddo Parish, Louisiana. The Trust Litigation involves allegations of fraudulent conduct by a lawyer—the Debtor—who was sued in state court by his aunt Mary Sue Marioneaux, individually and in her capacity as co-trustee of the LMJM Trust. Soon after the Trust Litigation was commenced, the Debtor's father died. His father's succession was substituted as a defendant. The Succession Proceeding was commenced in the same court where the Trust Litigation is pending. The Trust Litigation resulted in a judgment against the Debtor for his breaches of trust, mismanagement of funds, failure to account and fraud. The judgment creditors hold claims exceeding $8 million. The judgment is currently on appeal. Several months after the bankruptcy case was filed, the Court appointed a chapter 11 trustee. The Debtor's aunt reached a settlement with the bankruptcy trustee to resolve all her claims. The Trustee now seeks authority to enter into a compromise agreement with the judgment creditors. If approved, the settlement would, among other things, result in the dismissal of the appeal and the allowance of the full amount of the proof of claim filed by the judgment creditors. It would also result in the transfer of money and property to the bankruptcy estate which could be used to satisfy allowed claims held by non-settling parties. Specifically, the proposed settlement would: (A) dismiss the appeal of the Trust Judgment; (B) allow, in full, the proof of claim filed by the judgment creditors in the amount of $8,391,725, subject to a post-petition partial credit in the amount of $146,726; (C) permit the trustee to continue the liquidation of Marioneaux Management, LLC with net proceeds disbursed to the bankruptcy estate and the provisional administrator in accordance with their respective membership interests; (D) dissolve and liquidate Marioneaux Properties, LP, with net proceeds disbursed to the bankruptcy estate (via its interest in the liquidation of Marioneaux Management), the Succession, and Mary Sue Marioneaux as the co-trustee of her Trust; (E) assign to the bankruptcy estate (1) $500,000 in cash, plus (2) the Succession's membership interest in LHM Holdings, LLC, each free and clear of any claim of the judgment creditors or any other amount owed by Debtor to the Succession, but not free and clear of any alleged criminal restitution obligation of Debtor to the judgment creditors or the Succession; (F) release the Debtor and the bankruptcy estate from the obligation to return (1) 49.640861% of the Debtor's interest in the DeSoto Parish Property pursuant to the third paragraph of the Trust Judgment and (2) 27.5555% of the income from Dec. 31, 2018 until March 2022, attributable to the portion of the Debtor's interest in the DeSoto Parish Minerals, which Debtor previously returned to the LMJM Trust, pursuant to paragraph 5 of the Trust Judgment dated Aug. 29, 2017; (G) release the judgment creditors' judicial lien upon Debtor's Texas residence (but not their claim for non-exempt proceeds from any sale of that residence as to any unsecured portion of their proof of claim); (H) release the judgment creditors' judicial mortgage on any interest of the Debtor in any immovable property located in DeSoto Parish arising from the recordation of the Trust Judgment in DeSoto Parish; (I) reserve the judgment creditors' right to file claims under section 503(b)(3)(A) and (D) and agree to subordinate any fees awarded to all other allowed administrative claims, with the trustee agreeing not to object except as to fees and expenses considered by him not to be actual, necessary, or beneficial to the bankruptcy estate; (J) other than the allowed claim filed by the judgment creditors, release the judgment creditors' and Succession's other claims against the Debtor and the Estate except: (1) for claims against Debtor in the pending adversary proceeding; (2) obligations under the Term Sheet; (3) claims for taxes, interest or penalties owed by the Succession as a result of any alleged failure of Debtor to report income attributable to the Succession and pay taxes owed by the Succession from July 16, 2016 until March 29, 2022; (4) any alleged criminal restitution claim against the Debtor; (5) claims against the Debtor, the Estate, and entities in which the Succession has an interest arising out of any alleged liability of the Debtor arising out of alleged disproportionate distributions that he received, directly or indirectly, from entities other than LHM Holdings, in which the Succession has an interest and which under applicable law or IRS requirements require a reallocation of member interests in such entities; (K) provide a waterfall distribution scheme for satisfaction of the claim filed by the judgment creditors, which includes utilization of an appraisal of the DeSoto Parish Property; (L) include reciprocal releases; and (M) address procedural implementation steps. The Court mentions that the Trustee properly exercised his reasonable business judgment to determine that the benefits of the settlement outweigh its costs after considering the probability of success in litigating the claims, the complexity and likely duration of the litigation and related expenses and inconvenience, and all other factors bearing on the wisdom of the compromise, including the interests of the creditors and non-settling parties. The Court concludes that the settlement as a whole is fair and equitable and in the best interest of the estate. The settlement is reasonable in relation to the likely outcome of the litigation and it properly balances the interests of all stakeholders with the likely pitfalls of litigation. A full-text copy of the Memorandum Ruling dated Oct. 12, 2022, is available at https://tinyurl.com/mrxh9dye from Leagle.com. The Chapter 11 case is In re Lucien Harry Marioneaux, Jr., Chapter 11, Debtor, Case No. 21-10421 (Bankr. W.D. La.). LV FORTUNE LLC: Hires Larson & Zirzow LLC as Counsel ---------------------------------------------------- LV Fortune, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Larson & Zirzow, LLC as counsel. The firm will render these legal services: (a) prepare on behalf of the Debtor, as debtor in possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's bankruptcy estate; (b) take all necessary or appropriate actions in connection with a plan of reorganization and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; (c) take all necessary actions to protect and preserve the Debtor's estate, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; and (d) perform all other necessary legal services in connection with the prosecution of the Chapter 11 Case. The hourly rates of the firm's counsel and staff are as follows: Matthew C. Zirzow, Attorney $600 per hour Carey Shurtiff, Paralegal $220 per hour The firm received from the Debtor a retainer of $40,000. In addition, the firm will seek reimbursement for expenses incurred. Matthew Zirzow, Esq., an attorney at Larson & Zirzow, 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: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. Larson & Zirzow, LLC 850 E. Bonneville Ave. Las Vegas, NE 89101 Telephone: (702) 382-1170 Facsimile: (702) 382-1169 Email: mzirzow@lzlawnv.com zlarson@lzlawnv.com About LV Fortune LV Fortune LLC operates the Fortune Hotel & Suites in Las Vegas, Nevada. LV Fortune LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code on October 3, 2022. In the petition filed by Jeffrey Fleming, as manager, the Debtor reported assets and liabilities between $10 million and $50 million each. The case is overseen by Honorable Bankruptcy Judge Mike K Nakagawa. The Debtor is represented by Matthew C. Zirzow of LARSON & ZIRZOW, LLC. LZG INTERNATIONAL: Incurs $3.7 Million Net Loss in First Quarter ---------------------------------------------------------------- LZG International, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.71 million on $2.43 million of revenues for the three months ended Aug. 31, 2022, compared to a net loss of $13,976 on $0 of revenues for the three months ended Aug. 31, 2021. As of Aug. 31, 2022, the Company had $36.97 million in total assets, $23.88 million in total liabilities, and $13.09 million in total stockholders' equity. LZG International said, "The Company has incurred losses since inception and has revenue-generating activities that do not exceed operational expenses. Historically, its activities have been limited and have been dependent upon financing to continue operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1126115/000165495422013824/lzgi_10q.htm About LZG International LZG International (FatBrain AI) provides easy-to-use AI solutions to empower the star enterprises of tomorrow (aka mSMEs) to grow, innovate, and drive the majority of the global economy. FatBrain's AI 2.0 technologies and advanced data services transform continuous learning, narrative reasoning, cloud and blockchain technologies into auditable, explainable and easy to integrate AI solutions. FatBrain's subscription model allows all companies to deploy its advanced AI solutions quickly and easily, securely utilizing them on premises behind their firewalls or via cloud. On May 11, 2022, the Company acquired IP assets from FatBrain LLC for 80,000,000 shares of common stock and an assumption of secured promissory notes in the original principal amount of $5,020,000 of which $3,000,000 is to a related party. The FatBrain IT Assets include artificial intelligence and machine learning software to automate peer intelligence and decision dynamics for 50%+ of the global economy. LZG reported a net loss of $919,793 for the year ended May 31, 2022, compared to a net loss of $29,842 for the year ended May 31, 2021. Ocean, New Jersey-based Adeptus Partners, LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Sept. 13, 2022, citing that the Company has incurred losses since inception and has revenue-generating activities that do not exceed operational expenses that raises substantial doubt about its ability to continue as a going concern. MADISON SQUARE: Mediation With Insurers to End Oct. 21 ------------------------------------------------------ Madison Square Boys & Girls Club, Inc., won approval of its application for an order (a) ratifying the continued appointment of the Honorable Shelley C. Chapman (the "Mediator"), nunc pro tunc to Oct. 3, 2022, and (b) appointing Willkie Farr & Gallagher LLP as special advisor to the Mediator, to assist the Mediator in the performance of her duties in the Mediation. At the behest of the Debtor, the Court ordered that Mediation shall be extended from October 3, 2022, up to and including Oct. 21, 2022. To recall, on July 21, 2022, Court ordered a mediation (the "Mediation") among the Mediation Parties for a period of 90 days through and including Oct. 21, 2022, subject to further extension by the Court upon request of the Debtor or a Mediation Party. On June 30, 2022, the Mediator retired from her role as United States Bankruptcy Judge for the Southern District of New York. By order of the Judicial Council of the Second Circuit, dated June 13, 2022, the Mediator was recalled to continue her service from July 1, 2022 through Sept. 30, 2022. The "Mediation Parties" include: (1) the Debtor, (2) the Committee, (3) Boys & Girls Clubs of America, (4) Federal Insurance Company, (5) The Rockefeller University, (6) National Union Fire Insurance Company of Pittsburgh, PA, (7) American Home Assurance Company, and (8) Century Indemnity Company. In seeking an extension, the Debtor explained that the continued appointment of the Mediator is warranted. In her appointed role, the Mediator has engaged in numerous discussions with the Mediation Parties and developed an understanding of the complexities of this case and the Mediation Issues. The Mediator's continued appointment will be more efficient than the Bankruptcy Court appointing a new mediator in her stead and will avoid any attendant delays in the Mediation while a new mediator gets up to speed. In addition, the Mediator's continued engagement will be enhanced by Willkie's expertise in restructuring matters. In turn, the Mediation Parties will benefit from the combined synergy of Willkie and the Mediator. Importantly, Willkie has agreed to provide the Services on a pro bono basis to enable the Mediator to fulfill her duties under the Mediation Order for the Remaining Mediation Period. Committee Subpoeanas Meanwhile, on Oct. 20, 2022, the Court granted a motion from the Official Committee of Unsecured Creditors for entry of an order authorizing the issuance and service of subpoenas for oral examination and the production of documents from the insurance parties: -- Aetna Casualty & Surety Company -- AIG -- Allianz Global Risks US Insurance Company -- Allianz Resolution Management -- American Home Assurance Company -- ARROWOOD INDEMNITY COMPANY, FORMERLY KNOWN AS ROYAL INDEMNITY COMPANY AND AS SUCCESSOR TO ROYAL INSURANCE COMPANY OF AMERICA -- CENTURY INDEMNITY COMPANY (SUCCESSOR TO CCI INSURANCE COMPANY, SUCCESSOR TO INSURANCE COMPANY OF NORTH AMERICA) -- Chubb Group Holdings, Inc. -- CIM INSURANCE CORPORATION -- Federal Insurance Company -- FIREMAN'S FUND INSURANCE COMPANY -- General Star National Insurance Company -- Great American Insurance Company -- GUARANTY NATIONAL INSURANCE COMPANY -- ILLINOIS NATIONAL INSURANCE COMPANY -- INSURANCE COMPANY OF NORTH AMERICA -- LANDMARK INSURANCE COMPANY -- MIC PROPERTY & CASUALTY INSURANCE CORPORATION -- The Monarch Insurance Company of Ohio -- Motors Insurance Corporation -- National Union Fire Insurance Company of Pittsburgh, PA -- North Star Reinsurance Corporation -- RIUNIONE DI SICURTA (N/K/A ALLIANZ S/P/A.) -- Royal Indemnity Co. -- Royal Insurance The Committee is authorized to issue and serve subpoenas directing the Insurers, or any of them, to produce the following limited set of documents: (i) general liability policies for which the Debtor is the named insured at any point during the years 1941 to 1989; (ii) where the Insurer is not in possession, custody, or control of any documents responsive to item (i), secondary evidence , or information that may constitute secondary evidence, of general liability policies for which the Debtor is the named insured at any point during the years 1941 to 1989; and (iii) where the Insurer is not in possession, custody or control of any documents responsive to items (i) or (ii), coverage correspondence relating to same (the "Initial Document Requests"). Only those Insurers that issued one or more general liability insurance policies for which the Debtor is the named insured at any point during the years 1941 to 1989, and only in their capacity as insurers of the Debtor during this relevant coverage period, shall be bound by the discovery obligations. Any other Insurer, including any Insurer that issued liability policies for which Rockefeller is the named insured, and only in its capacity as insurer of Rockefeller or insurer of the Debtor outside of the relevant coverage period, is exempt from any discovery obligations. About Madison Square Boys & Girls Club Madison Square Boys & Girls Club, Inc. -- https://www.madisonsquare.org -- was established to save and enhance the lives of New York City boys and girls who by means of economic or social factors are most in need of its services. Madison Square Boys & Girls Club sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10910) on June 29, 2022. In the petition filed by Jeffrey Dold, chief financial officer, the Debtor reported $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; and Pillsbury Winthrop Shaw Pittman, LLP, and Friedman Kaplan Seiler & Adelman, LLP as special counsels. Epiq Corporate Restructuring, LLC is the claims and noticing agent. MICHAEL JACQUES JACOBS: Judge Orders Dismissal of Bankruptcy Case ----------------------------------------------------------------- Bankruptcy Judge ROBERT H. JACOBVITZ, through a memorandum opinion dated Oct. 14, 2022, dismissed the bankruptcy case titled In re: MICHAEL JACQUES JACOBS, Debtor, No. 19-12591-j11, (Bankr. D.N.M.). On March 16, 2022, the U.S. Trustee filed a motion asking the Court to convert Debtor's bankruptcy case to chapter 7 or dismiss the case on two grounds: (a) the Debtor's failure to file an acceptable plan within a reasonable time after the commencement of the chapter 11 case more than 28 months ago (as of the time the Motion to Convert or Dismiss was filed), and (b) that Debtor filed this chapter 11 case in bad faith after he or his non-filing spouse had filed seven prior bankruptcy cases in New Mexico in the past eleven years. Prior to the bankruptcy filing, on June 5, 2018, the Second Judicial District Court of New Mexico entered a judgment in Case No. D-202-CV-2012-09237 ("State Court Action") granting DLJ Mortgage Capital, Inc. an in rem foreclosure judgment against the Debtor's property located at 800 Calle Divina, Albuquerque, New Mexico, 87113. The Debtor filed an appeal of the Foreclosure Judgment—which appeal remains stayed by the bankruptcy case. DLJ holds an allowed secured claim secured only by the Mortgage (on Debtor's principal residence) in the amount of $497,458 as of the petition date. The Debtor's Second Amended Plan proposes treatment of DLJ's claim as follows: "The Debtor offers as indubitable equivalent cash payments and a Promissory Note secured by real property totaling $519,044.75. The Debtor shall pay $22,044.75 as an initial payment and monthly mortgage payments of $1,469.65 along with minimum monthly Promissory Note payments of $414.75 (toward arrearages), totaling $1,887.40. This offer stands until if and/or when outstanding adjudication is concluded and may require reexamination by the Court." The Second Amended Plan states that the value of the Property is $576,000. The disclosure statement accompanying the Second Amended Plan states that the pre-petition arrearage on DLJ's secured claim is $239,195. The Second Amended Plan also states that DLJ's claim is "Unimpaired." The Court finds that "cause" exists to convert or dismiss Debtor's chapter 11 case. The Court notes that the Debtor has been in this chapter 11 case for close to three years during which time he has made no payments to DLJ. Arrearages on his home mortgage accumulating post-petition alone exceed $50,000. The Court determines that the Second Amended Plan cannot be confirmed because it impermissibly modifies DLJ's contractual rights in violation of Section 1123(b)(5). The Second Amended Plan proposes to pay the almost $200,000 of preconfirmation arrearages to DLJ, secured by the Mortgage, at the rate of less than $420 per month instead of proposing payment of the arrearages in full by the effective date of the plan. Under these circumstances, the unconfirmability of the Second Amended Plan constitutes cause for dismissal or conversion of this case. Although the Motion seeks alternative relief, at closing argument, counsel for the Trustee requested dismissal of Debtor's bankruptcy case rather than conversion to chapter 7. The Court agrees that dismissal of the Debtor's chapter 11 case is in the best interest of creditors and the estate. The Court already has modified the automatic stay with respect to DLJ's in rem claim. Dismissal of the bankruptcy case will allow the appeal of the Foreclosure Judgment to move forward, and resolution of that appeal is key to the ultimate resolution of the Debtor's dispute with DLJ. A full-text copy of the Memorandum Opinion dated Oct. 14, 2022, is available at https://tinyurl.com/26pz9up7 from Leagle.com. The Chapter 11 case is In re Michael Jacques Jacobs, Case No. 19-12591-j11 (Bankr. D.N.M.), filed on Nov. 13, 2019. MOUNTAIN PROVINCE: To Release Q3 2022 Results on Nov. 18 -------------------------------------------------------- Mountain Province Diamonds Inc. provided the details of its Q3 2022 earnings release and conference call. Earnings Release and Conference Call Details The Company will host its quarterly conference call on Wednesday November 9th, 2022 at 11:00 a.m. EST. Prior to the conference call, the Company will release Q3 2022 financial results on November 8th, after-market. Conference Call Dial-in Details: Title: Mountain Province Diamonds Inc Q3 2022 Earnings Conference Call Conference ID: 93747391 Date of call: 11/09/2022 Time of call: 11:00 Eastern Time Expected Duration: 60 minutes Webcast Link: https://app.webinar.net/d5Vm7Jb7PyW Participant Toll-Free Dial-In Number: (+1) 888-390-0546 Participant International Dial-In Number: (+1) 416-764-8688 A replay of the webcast and audio call will be available on the Company's website. About Mountain Province Mountain Province Diamonds Inc. is a Canadian-based resource company listed on the Toronto Stock Exchange under the symbol 'MPVD'. The Company's registered office and its principal place of business is 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, ON, Canada, M5J 2S1. The Company, through its wholly owned subsidiaries 2435572 Ontario Inc. and 2435386 Ontario Inc., holds a 49% interest in the Gahcho Kue diamond mine, located in the Northwest Territories of Canada. De Beers Canada Inc. holds the remaining 51% interest. The Joint Arrangement between the Company and De Beers is governed by the 2009 amended and restated Joint Venture Agreement. Toronto, Canada-based KPMG LLP, the Company's auditor since 1999, issued a "going concern" qualification in its report dated March 28, 2022, citing that the Company faces liquidity challenges as a result of liabilities with maturity dates through December 2022 and short-term financial liquidity needs that raises substantial doubt about its ability to continue as a going concern. MULLEN AUTOMOTIVE: Gets OK to Acquire Electric Last Mile Assets --------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware issued an order approving the sale to Mullen Automotive Inc. of certain assets for approximately $55.0 million and assumption and assignment of contracts and related liabilities, which are estimated to be approximately $37 million, of Electric Last Mile, Inc. and Electric Last Mile Solutions, Inc. pursuant to the terms and conditions of the Asset Purchase Agreement dated Sept. 16, 2022, which was previously reported in the Company's Form 8-K filed with the Securities and Exchange Commission on Sept. 19, 2022. Pursuant to the Agreement, the closing will take place within 30 days after entry of the Sale Order. About Mullen Mullen Automotive Inc. (fka Net Element Inc.) operates a Southern California-based electric vehicle company that operates in various verticals of businesses focused within the automotive industry. The Company has two electric vehicles under development, one of which the Company expects to begin delivery of in the second quarter of 2024. Mullen has several divisions that operate synergistic businesses, being: CarHub, a digital platform that leverages artificial intelligence to offer an interactive solution for buying, selling and owning a car, and Mullen Energy, a division focused on advancing battery technology and emergency point-of-care solutions. Mullen Automotive reported a net loss of $44.24 million for the year ended Sept. 30, 2021, compared to a net loss of $30.18 million for the year ended Sept. 30, 2020. As of June 30, 2022, the Company had $84.26 million in total assets, $65.11 million in total liabilities, and $19.16 million in total stockholders' equity. Fort Lauderdale, Florida-based Daszkal Bolton LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated Dec. 29, 2021, citing that the Company has sustained net losses, has indebtedness in default, and has liabilities in excess of assets, which raise substantial doubt about its ability to continue as a going concern. N & N ELECTRIC INC: Starts Subchapter V Case -------------------------------------------- N & N Electric Inc. filed for chapter 11 protection in the Eastern District of North Carolina. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor won court approval of its motion to pay employee wages. According to court filings, N & N Electric Inc. estimates $1 million to $10 million in debt to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Nov. 9, 2022, at 10:00 AM at Raleigh 341 Meeting Room. Proofs of claim are due by Feb. 7, 2023. About N & N Electric N & N Electric Inc. is a locally-family-owned busines that provides electrical contracting for commercial clients. N & N Electric Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02332) on Oct. 13, 2022. In the petition filed by Stephen Narron, as president, the Debtor reported assets between $1 million and $10 million and liabilities between $500,000 and $1 million. The Debtor is represented by Jason L. Hendren of Hendren Redwine & Malone, PLLC. NATIONAL CINEMEDIA: To Offer $100 Million Worth of Securities ------------------------------------------------------------- National CineMedia, Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offer and sale from time to time of up to $100,000,000 of any combination of common stock, warrants, and units in one or more offerings. The Company may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered, including any applicable anti-dilution provisions. The Company may sell the securities directly, through agents it selects, or through underwriters and dealers it selects, on a continuous or delayed basis. If the Company uses agents, underwriters or dealers to sell the securities, the Company will name them and describe their compensation in a prospectus supplement. The price to the public of such securities and the net proceeds the Company expects to receive from such sale will also be set forth in a prospectus supplement. The Company's common stock trades on the Nasdaq Global Select Market under the symbol "NCMI." On Oct. 10, 2022, the reported last sale price of the Company's common stock on the Nasdaq Global Select Market was $0.42 per share. If the Company decides to list or seek a listing for any other securities, the related prospectus supplement will disclose the exchange or market on which the securities will be listed or where the Company has made an application for listing, as applicable. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1377630/000137763022000138/a2022s3.htm About National CineMedia Inc. National CineMedia Inc. (NCM) is a cinema advertising network in the U.S. NCM's Noovie pre-show is presented exclusively in 50 leading national and regional theater circuits including AMC Entertainment Inc. (NYSE:AMC), Cinemark Holdings, Inc. (NYSE:CNK) and Regal Entertainment Group (a subsidiary of Cineworld Group PLC, LON: CINE). NCM's cinema advertising network offers broad reach and audience engagement with over 20,600 screens in over 1,600 theaters in 195 Designated Market Areas (all of the top 50). NCM Digital and Digital-Out-Of-Home (DOOH) go beyond the big screen, extending in-theater campaigns into online, mobile, and place-based marketing programs to reach entertainment audiences. National CineMedia, Inc. (NASDAQ:NCMI) owns a 47.4% interest in, and is the managing member of, National CineMedia, LLC. National Cinemedia reported a net loss attributable to the company of $48.7 million compared to a net loss attributable to the company of $65.4 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $789.9 million in total assets, $1.22 billion in total liabilities, and a total deficit of $431.3 million. NEXTPLAY TECHNOLOGIES: Delays Filing of Quarterly Report -------------------------------------------------------- NextPlay Technologies, Inc. has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended Aug. 31, 2022 within the prescribed time period without unreasonable effort or expense. According to the Company, the delay is due primarily to recent business transactions, including, without limitation, a reverse acquisition of the Company in June 2021, the expansion of the Company's business into new industries and different geographical regions, and the recent agreement to sell the Company's travel and media businesses. On July 23, 2020, the Company (then known as Monaker Group, Inc.) entered into a Share Exchange Agreement with HotPlay Enterprise Limited and the stockholders of HotPlay. Pursuant to the HotPlay Share Exchange Agreement, Monaker exchanged shares of its common stock for 100% of the issued and outstanding capital of HotPlay, with HotPlay continuing as a wholly-owned subsidiary of Monaker. The acquisition of HotPlay and Monaker closed on June 30, 2021. After the acquisition, Monaker changed its name to "NextPlay Technologies, Inc." The HotPlay acquisition was accounted for as a reverse acquisition, with HotPlay being deemed the acquiring company for accounting purposes. On Jan. 15, 2021, the Company (then known as Monaker) entered into a Founding Investment and Subscription Agreement with Reinhart Interactive TV AG, a company organized in Switzerland, and Jan C. Reinhart, the founder of Reinhart. Pursuant to the Investment and Subscription Agreement, on March 31, 2021, the Company purchased 51% of the outstanding equity interests of Reinhart, resulting in Reinhard becoming a majority-owned subsidiary of the Company. On July 21, 2021, the Company completed the acquisition of Next Bank International, a Puerto Rico corporation licensed as an Act 273-2012 international financial entity (formerly IFEB), pursuant to which the NextBank became a wholly-owned subsidiary of the Company. On June 28, 2022, the Company entered into a Securities Exchange Agreement with TGS Esports Inc., a British Columbia corporation, William Kerby and Donald P. Monaco. Pursuant to the TGS Securities Exchange Agreement, TGS agreed to a cquire (i) all of the outstanding equity interests that the Company, William Kerby and Donald P. Monaco held in NextTrip Group, LLC, a Florida limited liability company and direct subsidiary of the Company; and (ii) all of the equity interests the Company held in Reinhart, in exchange for the Company receiving securities of TGS. The TGS Transaction has not yet been consummated and is subject to various closing conditions. Following the closing of the TGS Transaction, the Company will continue to operate its remaining business units, including its HotPlay, NextFintech and NextBank lines of business. Not only did the foregoing Transactions result in the Company having to consolidate the financial information of the businesses acquired into its financial statements and notes related thereto and to adjust its financial statements and notes related thereto to reflect the Company's travel business that will be sold in the TGS transaction as assets held for sale, but the Transactions also resulted in a number of significant operational changes for the Company, including changes in the industries, geographies and currencies in which the Company operates, as well as changes in its management structure. For the foregoing reasons, the Company requires additional time to complete certain procedures, including the completion of the Company's financial statements, updating relevant disclosures to reflect changes to the Company's business as a result of the Transactions, and completion of the procedures relating to management's assessment of the effectiveness of internal controls; and therefore, the Company is unable to file the Quarterly Report by the prescribed filing due date. The Company is working diligently to complete the necessary work. The Company expects to file the Quarterly Report within the extension period provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended. About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay reported a net loss of $40.41 million for the year ended Feb. 28, 2022, compared to a net loss of $1.63 million for the period from March 6, 2020 to February 28, 2021. As of May 31, 2022, the Company had $106.49 million in total assets, $43.34 million in total liabilities, and $63.14 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 17, 2022, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. NORTH FORK COMMUNITY: Wins Cash Collateral, $510,000 DIP Loan ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California authorized North Fork Community Power LLC to use cash collateral on an interim basis in accordance with the budget and obtain postpetion financing in an amount not to exceed $510,000. The Debtor has obtained a senior secured, superpriority debtor-in-possession financing facility with UMB Bank, N.A., as trustee under the Bond Documents, and in its capacity as Trustee, as administrative agent for lender Lapis Advisers, LP, in (a) an interim amount not to exceed $510,000 and only as needed to avoid immediate and irreparable harm, and (b) after a final hearing, an aggregate principal amount of up to $4,300,000 and any loan thereunder, substantially on the terms set forth in the DIP Credit Agreement. The Debtor says it has a critical need to obtain funds in order to continue its operations and maximize the value of its project, inclusive of the Prepetition Bond Collateral and to provided working capital for the Debtor to pursue a restructuring of its business through the Chapter 11 case. The Debtor is obligated to UMB Bank for the benefit of the beneficial holders of the bonds issued by the California Pollution Control Financing Authority as (i) the $10,430,000 Senior Lien Solid Waste Disposal Revenue Bonds (North Fork Community Power, LLC Project), Series 2019A (AMT) (Green Bonds), and (ii) the $4,690,000 Senior Lien Solid Waste Disposal Revenue Bonds (North Fork Community Power, LLC Project), Series 2019B. The Bonds were issued pursuant to an Indenture, dated as of December 1,2019, by and between the Authority and UMB Bank. The Authority loaned the proceeds of the Bonds to the Debtor pursuant to the Loan Agreement, dated as of December 1, 2019 by and between the Authority and the Debtor. The Debtor used the proceeds of the Bonds primarily to (i) finance the Project, including the acquisition, construction, rehabilitation, renovation, installation, improvement and/or equipping thereto; (ii) fund various accounts and reserves for the Bonds and the Project; (iii) fund capitalized interest on the Bonds; and (iv) pay certain costs associated with the issuance of the Bonds. The Debtor caused certain defaults and Events of Default under the Bond Documents, including but not limited to the "Forbearance Defaults" described in the Forbearance Agreement and Waiver, dated as of September 12, 2021, by and between the Debtor, the Trustee, and Lapis Advisers, in its capacity as holder of the Bonds. The Debtor stipulates the Forbearance Defaults have not been, or are incapable of being, cured in accordance with the Bond Documents. As adequate protection, the DIP Secured Parties are granted: -- a first priority senior lien against all unencumbered property of the Debtor and the estate granted pursuant to section 105 and 364(c)(2) of the Bankruptcy Code; -- a first priority "priming lien" against all property of the Debtor and the Estate that may be subject to a lien or encumbrance under section 105 and 364(d)(1) of the Bankruptcy Code; and -- a back-up lien against all property of the Debtor and the estate pursuant to section 364(c)(3) of the Bankruptcy Code. The DIP Secured Parties are also granted superpriority administrative expense claim status in the Chapter 11 Case, with priority over any and all claims against the Debtor. A final hearing on the matter is set for November 10 at 11 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3MqELEq from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $58,000 for the week ending October 14, 2022; $48,000 for the week ending October 21, 2022; $55,000 for the week ending October 28, 2022; and $867,780 for the week ending November 4, 2022. About North Fork Community Power LLC North Fork Community Power LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-41001) on October 11, 2022. In the petition signed by Gregory J. Stangl, authorized agent, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Roger L. Efremsky oversees the case. John H. MacConaghy, Esq., at MacConaghy & Barnier, PLC, is the Debtor's counsel. OLYMPIA SPORTS: Wins Final Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Olympia Sports Acquisitions, LLC and its debtor-affiliates to continue using cash collateral on a final basis in accordance with the budget, with a 25% variance. The Debtor requires the use of cash collateral to finance their operations. Prior to the Petition Date, the Debtors entered into a Credit Agreement by and among White Oak Commercial Finance, LLC, as administrative agent and collateral agent, for itself and for the lenders party thereto from time to time, and certain of the Debtors, as borrowers and/or guarantors thereunder. Pursuant to the Security Agreements and all other Prepetition Loan Documents that purport to create a lien in favor of the Prepetition Agent, the Debtors granted to the Prepetition Agent, for the benefit of themselves and the Prepetition Lenders, to secure the Prepetition Obligations, a first priority security interest in and continuing lien on substantially all of the Debtors' assets and property. As of the Petition Date, the Debtors were indebted to the Prepetition Secured Parties in the aggregate amount of $169,455. As adequate protection against any diminution in value of the Prepetition Agent's interest in the Prepetition Collateral that impacts the payment of, or security for, any Continuing Obligations payable to the Prepetition Secured Parties, the Prepetition Agent is granted, all of the right, title and interest of the Debtors in, to, and under all present and after-acquired property and assets of the Debtors. These events constitute an "Event of Default:" a. The failure by the Debtors to perform, in any respect, any of the material terms, provisions, conditions, covenants, or obligations under the Order; b. The filing by the Debtors of any motion seeking, or the granting of any motion providing for. reversal or modification of the Order; c. The Debtors will have entered into any commitment or agreement with respect to any financing (i) that is secured by a security interest or other lien on all or any portion of the Postpetition Collateral or the Prepetition Collateral which is equal or senior to any security interest or other lien of the Prepetition Agent, or (ii) any portion of which purports to be. or would be. payable prior to payment in full of all Prepetition Obligations, including all Continuing Obligations, and any amounts arising under or payable pursuant to the Order; or d. The consent of the Debtors to the standing of any party, other than the Creditors' Committee, to pursue any claim or cause of action against any of the Released Parties. A copy of the order and the Debtor's budget is available at https://bit.ly/3gjXPIg from BMC Group, the claims agent. The budget provides for total cash outflows, on a weekly basis, as follows: $456,000 for the week ending October 14, 2022; $138,000 for the week ending October 21, 2022; $52,0000 for the week ending October 28, 2022; $697,000 for the week ending November 4, 2022; $31,000 for the week ending November 11, 2022; $558,000 for the week ending November 18, 2022; $28,000 for the week ending November 25, 2022; $56,000 for the week ending December 2, 2022; $28,000 for the week ending December 9, 2022; $56,000 for the week ending December 16, 2022; $28,000 for the week ending December 23, 2022; $1,056,000 for the week ending December 30, 2022; and $3,243,000 for the week ending January 6, 2023. About Olympia Sports Olympia Sports Acquisitions, LLC, is a sporting goods retail company that maintains brick and mortar locations across the East Coast, including Maine, New Hampshire, Vermont, New York, Massachusetts, Rhode Island, and New Jersey. On Sept. 11, 2022, Olympia Sports and several affiliates, including, RSG Acquisitions, LLC, Project Running Specialties, Inc., and The Running Specialty Group, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10853). Olympia Sports estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million as of the bankruptcy filing. Judge Mary F. Walrath oversees the case. The Debtors tapped Shulman Bastian Friedman & Bui LLP as general bankruptcy counsel; Morris James LLP as local Delaware counsel; and Force 10 Partners as restructuring advisor. BMC Group is the claims agent. OMNIQ CORP: Named Total Solution Partner ---------------------------------------- OMNIQ Corp. said it has been named a Total Solution Partner for one of the Largest Global Leaders in Enterprise Asset Intelligence. OMNIQ's comprehensive offering will be utilized for manufacturing, fulfilment and distribution solutions. The company, together with their partner allows for quick decision making with easy-to-use robotics management software delivering a fully automated warehouse. OMNIQ's CEO, Shai Lustgarten commented "We are proud to be selected as one of the few Total Technology Solution Partners. The opportunity to expand our existing relationship and ongoing business in the coming quarters is yet another example of how OMNIQ's state of the art, AI enhanced software and hardware products are critical in improving the offerings of the world’s largest companies." The partnership fills a critical role in the go to market solutions offered to major companies around the world who continually rely on OMNIQ to solve challenging problems. By utilizing robotics and warehouse automation OMNIQ's solutions can be used to optimize picking in fulfillment and distribution centers, aid in just-in-time material delivery in manufacturing facilities and automating manual material movement. About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq reported a net loss of $13.14 million for the year ended Dec. 31, 2021, a net loss of $11.50 million for the year ended Dec. 31, 2020, and a net loss attributable to the company's common stockholders $5.31 million. As of June 30, 2022, the Company had $69.75 million in total assets, $74.65 million in total liabilities, and a total deficit of $4.90 million. PACKABLE HOLDINGS: Hires Hilco IP Services as Consultant -------------------------------------------------------- Packable Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco IP Services, LLC as intangible assets disposition consultant. The firm will provide these services: a. collect and secure all of the available information and other data concerning the intangible assets and related tangible assets; b. prepare marketing materials designed to inform potential purchasers of the availability of assets for sale, assignment, license, or other disposition; c. develop and execute a sales and marketing program designed to elicit proposals to acquire the assets from qualified acquirers with a view toward completing one or more sales, assignments, licenses or other dispositions of the assets; and d. assist the Debtors in connection with the transfer of the assets to the acquirer(s) who offer the highest or otherwise best consideration for the assets. The firm will be paid a commission equal to: (i) 10 percent of aggregate gross proceeds up to and including $1 million; plus (ii) 15 percent of the amount of the aggregate gross proceeds between $1 million and $2.5 million; plus (iii) 20 percent of the amount of aggregate gross proceeds equal to or greater than $2.5 million, generated from the sale, assignment, license, or other disposition of the assets. Gabriel Fried, chief executive officer of Hilco, 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: Gabriel Fried Hilco IP Services, LLC d/b/a Hilco Streambank 1500 Broadway Suite 810 New York, NY 10036 Tel.: +1 617.458.9355 Email: gfried@hilcoglobal.com About Packable Holdings Packable Holdings LLC -- https://www.packable.com/ -- is a leading multi-marketplace e-commerce enablement platform. Packable Holdings and five affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10797) on Aug. 29, 2022. In the petition filed by Maria Harris, chief legal officer, Packable Holdings reported between $100 million and $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Cooley LLP and Potter Anderson & Corroon, LLP as legal counsels; Alvarez and Marsal North America, LLC as financial advisor; and Hilco Merchant Resources, LLC as liquidation agent. Epiq Corporate Restructuring, LLC is the claims agent. PACKABLE HOLDINGS: Seeks Court Approval to Hire Real Estate Brokers ------------------------------------------------------------------- Packable Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Retail Consulting Services, Inc. and Jones Lang Lasalle Americas, Inc. as real estate brokers. The firms will assist the Debtors in marketing and sale of their real properties located at 21500 Harvil Avenue, Perris, Calif.; 80 Wilshire Blvd., Edgewood, N.Y.; and 1516 Motor Parkway, Hauppauge, N.Y. The firms will be paid as follows: Purchase Price Tiers Fee % Tier I: Up to $3,000,000 3% Tier II: $3M to $10M 4% Tier III: Over $10M 5% In addition, the firms will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in court filings, the firms are "disinterested" as the term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached at: Ivan L. Friedman Retail Consulting Services, Inc. d/b/a RCS Real Estate Advisors 470 Seventh Avenue New York, NW 10018 Tel: (212) 239-1100 Fax: (212) 268-5848 Email: ifriedman@rcsrealestate.com -and- Charlie P. Smith Jones Lang Lasalle Americas, Inc. 515 Flower St # 1300 Los Angeles, CA Tel: (213) 239-6010 Email: CharlieP.Smith@jll.com About Packable Holdings Packable Holdings LLC -- https://www.packable.com/ -- is a leading multi-marketplace e-commerce enablement platform. Packable Holdings and five affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10797) on Aug. 29, 2022. In the petition filed by Maria Harris, chief legal officer, Packable Holdings reported between $100 million and $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Cooley LLP and Potter Anderson & Corroon, LLP as legal counsels; Alvarez and Marsal North America, LLC as financial advisor; and Hilco Merchant Resources, LLC as liquidation agent. Epiq Corporate Restructuring, LLC is the claims agent. PARAMOUNT HEALTH: Seeks to Hire Kean Miller LLP as Counsel ---------------------------------------------------------- Paramount Health Services, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kean Miller, LLP as counsel. The firm will render these legal services: (a) represent the Debtor in carrying out its duties; (b) prepare legal documents; (c) advise and consult with the Debtor for the preparation and/or amendment of all necessary schedules, disclosure statements, and plans of reorganization related to the Chapter 11 case; (d) perform any and all legal services on behalf of the Debtor arising out of or related to the Chapter 11 case; (e) perform any and all other legal services for the Debtor in the operation of its business and the management of its assets and financial affairs; and (f) perform all other legal services required by the Debtor during the Chapter 11 case and related proceedings. The firm will be paid at these rates: Attorneys $230 to $520 per hour Paraprofessionals $140 to $220 per hour In addition, the firm will seek reimbursement for expenses incurred. Prior to the commencement of the Chapter 11 cases, the Debtors paid the firm $39,500. After deducting fees and expenses, the amount of $17,500 is held by the firm as a retainer. Broocks M. Wilson, Esq., an attorney at Kean Miller LLP, 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: Broocks M. Wilson, Esq. Kean Miller LLP 711 Louisiana, Suite 1800 Houston, TX 77002 Tel: (713) 844-3000 Email: mack.wilson@keanmiller.com About Paramount Health Services Paramount Health Services LLC is a licensed outpatient physical therapy practice in Houston, Texas offering a full range of physical therapy services. Paramount Health Services, and affiliates Homa, LLC and, Shirdal, LLC, each filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-32623) on Sept. 5, 2022. In the petition filed by Alireza Hashem, as president/manager, Paramount reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. Melissa A Haselden has been appointed as Subchapter V trustee. The Debtor is represented by Broocks Wilson of Kean Miller LLP. PHUNWARE INC: Adjourns Annual Meeting of Stockholders Until Nov. 4 ------------------------------------------------------------------ Phunware, Inc.'s 2022 Annual Meeting of Stockholders held on Oct. 14, 2022 at 11:00 a.m. Eastern Time, was convened and adjourned without any business being conducted, due to a lack of the required quorum. The Annual Meeting was adjourned and will reconvene virtually on Nov. 4, 2022 at 11:00 a.m. Eastern Time to provide stockholders additional time to vote on the proposals described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on Aug. 31, 2022. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. Stockholders will be able to attend the reconvened Annual Meeting via a live audio webcast by utilizing a link that will be provided in an e-mail approximately one hour prior to the start time of the reconvened Annual Meeting. The record date for determining stockholder eligibility to vote at the Annual Meeting will remain the close of business on Aug. 17, 2022. Proxies previously submitted will be voted at the Annual Meeting unless properly revoked, and stockholders who have already submitted a proxy or otherwise voted and do not want to change their vote need not take any action. The Comopany's Board of Directors recommends that stockholders vote "FOR" proposals one through four and "THREE YEARS" for proposal five. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $53.52 million for the year ended Dec. 31, 2021, a net loss of $22.20 million for the year ended Dec. 31, 2020, a net loss of $12.87 million for the year ended Dec. 31, 2019, and a net loss of $9.80 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $61.24 million in total assets, $25.54 million in total liabilities, and $35.69 million in total stockholders' equity. PIPELINE HEALTH: Law Firm of Russell Represents Utility Companies ----------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Russell R. Johnson III of the Law Firm of Russell R. Johnson III, PLC submitted a Verified Statement to disclose that it is representing the utility companies in the Chapter 11 cases of Pipeline Health System, LLC, et al. The names and addresses of the Utilities represented by the Firm are: a. Commonwealth Edison Company Attn: Lynn R. Zack, Esq. Assistant General Counsel Exelon Corporation 2301 Market Street, S23-1 Philadelphia, Pennsylvania 19103 b. Constellation NewEnergy, Inc. Constellation NewEnergy — Gas Division, LLC Attn: Mark J. Packel Assistant General Counsel c. Southern California Edison Company Attn: Jeffrey S. Renzi, Esq. Director and Managing Attorney Southern California Edison Company, Law Department 2244 Walnut Grove Avenue Rosemead, California 91770 d. Southern California Gas Company Attn: Cranston J. Williams, Esq. Office of the General Counsel 555 W. Fifth Street, GT14G1 Los Angeles, CA 90013-1034 e. Symmetry Energy Solutions, LLC Attn: TJ Robinson, Esq. Counsel Symmetry Energy Solutions, LLC 9811 Katy Freeway, Suite 1400 Houston, TX 77024 The nature and the amount of claims (interests) of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: Constellation NewEnergy, Inc., Constellation NewEnergy- Gas Division, LLC, Southern California Edison Company, Southern California Gas Company and Symmetry Energy Solutions, LLC. b. Commonwealth Edison Company held prepetition deposits that secured all prepetition debt. c. For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the Motion and Memorandum of Certain Utility Companies To: (A) Vacate, and/or Reconsider, and/or Modify Order (I) Approving the Debtors' Proposed Adequate Assurance Deposit, For Future Utility Services, (II) Prohibiting Utility Providers From Altering, Refusing, or Discontinuing (III) Approving the Debtors' Proposed Procedures For Resolving Adequate Assurance Requests, and (IV) Granting Related Relief, and (D) Determine Adequate Assurance of Payment as to the Utilities filed in the above-captioned, jointly-administered, bankruptcy cases. The Law Firm of Russell R. Johnson III, PLC was retained to represent the foregoing Utilities in October 2022. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: Russell R. Johnson II, Esq. LAW FIRM OF RUSSELL R. JOHNSON III, PLC 2258 Wheatlands Drive Manakin-Sabot, VA 23103 Telephone: (804) 749-8861 Facsimile: (804) 749-8862 E-mail: russell@russelljohnson1awfirm.com A copy of the Rule 2019 filing is available at https://bit.ly/3CQjQWX at no extra charge. About Pipeline Health Systems Pipeline Health Systems, LLC is an independent, community-focused healthcare network that offers a wide range of medical services to the communities it serves, including maternity care, cancer treatment, behavioral health, rehabilitation, general surgery, and hospice care. Headquartered in El Segundo, California, Pipeline's operations include seven safety net hospitals across California, Texas, and Illinois, with approximately 310 physicians and over 1,150 beds to serve patients, and a company-wide workforce of over 4,200. Pipeline Health Systems and its affiliates sought Chapter 11 protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In the petition signed by Andrei Soran, authorized signatory, Pipeline Health Systems disclosed $500 million to $1 billion in assets and liabilities. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura Consulting Group, LLC as restructuring advisor; and Jefferies, LLC, as financial advisor and investment banker. Epiq Corporate Restructuring, LLC, is the claims agent. PIPELINE HEALTH: Sussman & Moore Represents Utility Companies ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Weldon L. Moore, III of Sussman & Moore, LLP submitted a Verified Statement to disclose that it is representing the utility companies in the Chapter 11 cases of Pipeline Health System, LLC, et al. The names and addresses of the Utilities represented by the Firm are: a. Commonwealth Edison Company Attn: Lynn R. Zack, Esq. Assistant General Counsel Exelon Corporation 2301 Market Street, S23-1 Philadelphia, Pennsylvania 19103 b. Constellation NewEnergy, Inc. Constellation NewEnergy-Gas Division, LLC Attn: Mark J. Packel Assistant General Counsel c. Southern California Edison Company Attn: Jeffrey S. Renzi, Esq. Director and Managing Attorney Southern California Edison Company, Law Department 2244 Walnut Grove Avenue Rosemead, California 91770 d. Southern California Gas Company Attn: Cranston J. Williams, Esq. Office of the General Counsel 555 W. Fifth Street, GT14G1 Los Angeles, CA 90013-1034 e. Symmetry Energy Solutions, LLC Attn: TJ Robinson, Esq. Counsel Symmetry Energy Solutions, LLC 9811 Katy Freeway, Suite 1400 Houston, TX 77024 The nature and the amount of claims (interests) of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: Constellation NewEnergy, Inc., Constellation NewEnergy-Gas Division, LLC, Southern California Edison Company, Southern California Gas Company and Symmetry Energy Solutions, LLC. b. Commonwealth Edison Company held prepetition deposits that secured all prepetition debt. c. For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the Motion and Memorandum of Certain Utility Companies To: (A) Vacate, and/or Reconsider, and/or Modify Order (I) Approving the Debtors' Proposed Adequate Assurance Deposit, For Future Utility Services, (II) Prohibiting Utility Providers From Altering, Refusing, or Discontinuing (III) Approving the Debtors' Proposed Procedures For Resolving Adequate Assurance Requests, and (IV) Granting Related Relief, and (D) Determine Adequate Assurance of Payment as to the Utilities filed in the above-captioned, jointly-administered, bankruptcy cases. Sussman & Moore, LLP was retained to represent the foregoing Utilities in October 2022. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: Weldon L. Moore, III, Esq. SUSSMAN & MOORE, L.L.P. 2911 Turtle Creek Blvd., Ste. 1100 Dallas, TX 75219 Tel: 214-378-8270 Fax: 214-378-8290 A copy of the Rule 2019 filing is available at https://bit.ly/3CQjQWX at no extra charge. About Pipeline Health Systems Pipeline Health Systems, LLC is an independent, community-focused healthcare network that offers a wide range of medical services to the communities it serves, including maternity care, cancer treatment, behavioral health, rehabilitation, general surgery, and hospice care. Headquartered in El Segundo, California, Pipeline's operations include seven safety net hospitals across California, Texas, and Illinois, with approximately 310 physicians and over 1,150 beds to serve patients, and a company-wide workforce of over 4,200. Pipeline Health Systems and its affiliates sought Chapter 11 protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In the petition signed by Andrei Soran, authorized signatory, Pipeline Health Systems disclosed $500 million to $1 billion in assets and liabilities. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura Consulting Group, LLC as restructuring advisor; and Jefferies, LLC, as financial advisor and investment banker. Epiq Corporate Restructuring, LLC, is the claims agent. PRODIGY NETWORK: Chapter 7 Trustee Has Settlement With GAIC ----------------------------------------------------------- The Chapter 7 trustee filed a motion for an order (i) approving settlement agreement pursuant to Rule 9019, (ii) approving sale of insurance policy to carrier; and (iii) granting related relief. The trustee seeks approval to settle claims with Great Americans Ins. Co. ("GAIC"). GAIC will be released form all further obligations under its policy. If you have claims against or involving Prodigy Network LLC, its related entities, or the Policy, you rights may be affected. Any objection must be made in writing, and filed and served by Nov. 15, 2022. For more information, contact Gregory F. Fischer, Esq., gfischer@cozen, (302) 295-2000. Prodigy Network LLC is an online real-estate crowdfunding platform that crowdfunds real-estate investments supported by capital from individual and institutional investors. Prodigy Network sought Chapter 7 bankruptcy protection (Bankr. D. Del. Case No. 1:21-bk-10622) on March 25, 2021. The case is pending before Judge John T Dorsey. The Debtor's counsel: Michael G. Busenkell Gellert Scali Busenkell & Brown, LLC 302-425-5812 mbusenkell@gsbblaw.com The Chapter 7 trustee: Jeoffrey L. Burtch P.O. Box 549 Wilmington, DE 19899 The Chapter 7 trustee's attorneys: Gregory F. Fischer Cozen O'Connor 302-295-2000 gfischer@cozen.com Joel D. Nesset Cozen O'Connor 612-260-9007 jnesset@cozen.com Mark E. Felger Esq. Cozen O'Connor 302-295-2087 mfelger@cozen.com Rongping Wu Dgw Kramer LLP 917-633-6860 lwu@dgwllp.com Katherine Kramer Dgw Kramer LLP 917-688-2585 kkramer@dgwllp.com Q BIOMED: Delays Form 10-Q Filing for Period Ended Aug. 31 ---------------------------------------------------------- Q BioMed Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended Aug. 31, 2022. The Company has not completed its Quarterly Report due to administrative delays. About Q BioMed Inc. Q BioMed Inc. -- http://www.QBioMed.com-- is a biotech acceleration and commercial stage company. The Company is focused on licensing and acquiring undervalued biomedical assets in the healthcare sector. Q BioMed is dedicated to providing these target assets the strategic resources, developmental support, and expansion capital needed to ensure they meet their developmental potential, enabling them to provide products to patients in need. Q Biomed reported a net loss of $8.24 million for the year ended Nov. 30, 2021, compared a net loss of $13.49 million for the year ended Nov. 30, 2020. As of May 31, 2022, the Company had $470,088 in total assets, $7.56 million in total liabilities, and a total stockholders' deficit of $7.09 million. New York, NY-based Marcum LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Feb. 28, 2022, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. RED INTERMEDIATECO: S&P Alters Outlook to Neg., Affirms 'B-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'B-' issuer credit rating on Red IntermediateCo LLC (dba Virgin Pulse). The negative outlook reflects S&P's view that the high probability of a recession in the near-term, coupled with rising rates, will exacerbate the company's already weakened free cash flow and EBITDA margins. Recent profitability deterioration may hinder the company's performance in a challenging macroeconomic environment.The first half of 2022 has seen many of the company's key credit metrics compromised by continued business investments. During this period, operating expenses far outpaced revenue growth and the company saw weakness in both S&P Global Ratings-adjusted EBITDA margins and FOCF, which fell to 3% from 18%, and to negative $2 million from $27 million respectively. Though S&P views these investments as accretive over the long term, over the near term, they have impaired Virgin Pulse's credit profile and made the company more susceptible to sustained profitability underperformance in the probable event of a macroeconomic downturn. Rising rates present an additional key concern for the company, with interest expenses likely to exceed $70 million for 2023, a dramatic increase from the previous year and a major drag on its cash flow. S&P said, "The negative outlook reflects our view that the high probability of a recession in the near term coupled with rising rates will exacerbate the company's already weakened free cash flow and EBITDA margins. "We could downgrade Virgin Pulse to 'CCC+' if we came to believe that the company's capital structure were unsustainable. This could be due to unexpected customer losses leading to accelerating negative free cash flow or the inability to realize the company's identified cost synergies in 2023. We could also look to lower the rating should the company draw on its revolver past its 40% utilization or EBITDA interest coverage fall below 1x. "We could revise our rating outlook on Virgin Pulse to stable if the company were able navigate the challenging macroeconomic environment while generating positive FOCF, increasing revenue, and/or enhancing liquidity. We could also revise the outlook should the company realize the bulk of its cost synergies, thereby improving EBITDA margins to the high-teens area and generating positive FOCF." RELMADA THERAPEUTICS: Kenneth Griffin Reports 4.4% Equity Stake --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities and individual reported beneficial ownership of shares of common stock of Relmada Therapeutics, Inc. as of Oct. 17, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Citadel Advisors LLC 472,594 1.6% Citadel Advisors Holdings LP 472,594 1.6% Citadel GP LLC 472,594 1.6% Citadel Securities LLC 682,678 2.3% Citadel Securities Group LP ("CALC4") 862,279 2.9% Citadel Securities GP LLC 862,279 2.9% Kenneth Griffin 1,334,873 4.4% The percentages reported in this Schedule 13G are based upon 30,060,518 Shares outstanding as of Aug. 9, 2022 (according to the issuer's Form 10-Q as filed with the SEC on Aug. 11, 2022). Citadel Advisors is the portfolio manager for CEFL and CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities and CRBH. CSGP is the general partner of CALC4. Mr. Griffin is the president and chief executive officer of CGP, and owns a controlling interest in CGP and CSGP. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1553643/000110465922109334/tm2228367d1_sc13g.htm About Relmada Therapeutics Relmada Therapeutics Inc. is a late-stage pharmaceutical company addressing diseases of the central nervous system (CNS), with a focus on major depressive disorder (MDD). Relmada reported a net loss of $125.75 million for the year ended Dec. 31, 2021, a net loss of $59.45 million for the year ended Dec. 31, 2020, and a net loss of $15 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, Relmada had $223.32 million in total assets, $15.06 million in total liabilities, and $208.26 million in total stockholders' equity. RELMADA THERAPEUTICS: Point72 Entities Hold 7.3% Equity Stake ------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities and individual reported beneficial ownership of shares of common stock of Relmada Therapeutics, Inc. as of Oct. 13, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Point72 Asset Management, L.P. 2,081,300 7.3% Point72 Capital Advisors, Inc. 2,081,300 7.3% Cubist Systematic Strategies, LLC 20,737 0.1% Steven A. Cohen 2,102,037 7.3% The percentages are calculated based upon 28,608,502 Shares outstanding, which is the difference obtained by subtracting (i) the 1,452,016 Shares that were acquired by the Issuer upon the consummation of the exchange transaction disclosed in the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on Sept. 22, 2022, from (ii) the 30,060,518 Shares outstanding as of August 9, 2022 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on Aug. 11, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1553643/000089914022000751/pt7213ga.htm About Relmada Therapeutics Relmada Therapeutics Inc. is a late-stage pharmaceutical company addressing diseases of the central nervous system (CNS), with a focus on major depressive disorder (MDD). Relmada reported a net loss of $125.75 million for the year ended Dec. 31, 2021, a net loss of $59.45 million for the year ended Dec. 31, 2020, and a net loss of $15 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, Relmada had $223.32 million in total assets, $15.06 million in total liabilities, and $208.26 million in total stockholders' equity. REMARK HOLDINGS: Successfully Appeals Nasdaq Delisting Notice ------------------------------------------------------------- Remark Holdings, Inc. said that on Oct. 17, 2022, a Nasdaq Hearings Panel granted the Company's request to continue its listing on The Nasdaq Stock Market. During the hearing, Chief Executive Officer Kai Shing Tao presented a comprehensive plan on how the Company intends to fulfill Nasdaq's listing requirements based upon its future business and capital prospects. Remark's continued listing is subject to the conditions that, on Jan. 11, 2023, the company must demonstrate compliance with Nasdaq's minimum bid price requirement under listing rule 5550(a)(2) by evidencing a closing price of $1.00 or more per share for a minimum of 10 consecutive trading sessions, and that the company provides prompt notification of any significant events that occur during the period ending on Jan. 11, 2023, that may affect its compliance with Nasdaq rules. About Remark Holdings Remark Holdings, Inc. (NASDAQ: MARK) -- http://www.remarkholdings.com-- its subsidiaries, and the variable-interest entities that the company consolidates, constitute a diversified global technology business with leading artificial intelligence and data-analytics, as well as a portfolio of digital media properties. The company's easy-to-install AI products are being rolled out in a wide range of applications within the retail, urban life cycle and workplace and food safety arenas. The company also owns and operates digital media properties that deliver relevant, dynamic content and ecommerce solutions. The company's corporate headquarters and U.S. operations are based in Las Vegas, Nevada, and it also maintain operations in London, England and Shanghai, China. The operations of the variable interest entities the company consolidates are headquartered in Chengdu, China with additional operations in Hangzhou. As of June 30, 2022, the Company had $33.36 million in total assets, $39.68 million in total liabilities, and a total stockholders' deficit of $6.32 million. Los Angeles, California-based Weinberg & Company, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities and has a negative working capital and a stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. RENEWABLE ENERGY: Court OKs Cash Collateral Access Thru Nov 28 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Rome Division, authorized Renewable Energy Holdings of Georgia, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance, through November 28, 2022. The Debtor requires access to cash to pay its labor force and other operating expenses. Comerica Bank asserts an interest in the Debtor's cash collateral. Debtor entities that are affiliated to Renewable Energy and also parties to the Credit Agreement with Comerica -- Disposal of Florida, LLC; Cash Environmental Resources, LLC; Cash Development, LLC; Green Energy Transport LLC; and Cash Environmental Holdings, LLC -- have each filed a voluntary Chapter 11 petition. Cash Development, Renewable Energy and Green Energy have sought authorization to use cash collateral in their respective bankruptcy cases. Neither Cash Environmental Holdings nor Cash Environmental Resources have filed a motion to use cash collateral and do not have permission or authority to use cash collateral from the Lender. The cases are not jointly administered. Each Debtor granted security interests, deeds to secure debt, mortgages and liens to the Lender on all of its real property and all, or substantially all, of its personal property pursuant to the Prepetition Credit Documents. As of the Petition Date, the aggregate amount of principal owed by the Debtors under the Prepetition Credit Documents was not less than $9,004,687, together with any interest, fees, costs, and other charges or amounts paid, incurred, or accrued prior to the Petition Date in accordance with the Prepetition Credit Documents. The Debtors will provide the Lender with adequate protection in the form of monthly payments in the amount of $50,000, which will be paid to Lender on the October 1, 2022, and November 1, 2022, and on the first day of each month thereafter to the extent that the Order is extended for any portion of such month. To the extent that the first day of any month is not a business day, such payment may be made on the first business day following the first day of each month. The Lender may apply Adequate Protection Payments in accordance with the Prepetition Credit Documents without further approval or order of the court. Cash Environmental Services, LLC, an affiliate of the Debtors, holds an account at the Lender. To partially satisfy the first $50,000 adequate protection payment due on October 3, 2022, the Lender is authorized to debit the funds in the account in the amount of $47,684. No later than October 3, 2022, the Debtors will place into the account the amount of $2,316 or such greater amount as may be necessary to satisfy the $50,000 adequate protection payment due on October 3, 2022, and the Lender is authorized to debit such amount from the account. Comerica Bank is also granted a properly perfected security interest in and lien upon all of the Debtor's assets and property, including assets and property created or acquired by the Debtor on and after the Petition Date. A copy of the order and the Debtors' budget is available at https://bit.ly/3eDTdwv from PacerMonitor.com. The budget provides for $3,053,488 in operating revenue and $1,725,811 in cost of operations through the 13-week ending December 25, 2022. 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, Ga., and its headquarters located at 2859 Paces Ferry Road, Suite 1150, Atlanta, Ga. 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, with up to $50,000 in assets and up to $10 million in liabilities. Carson Cash King, authorized representative, signed the petition. Judge Barbara Ellis-Monro oversees the case. The Debtor tapped Cameron M. McCord, Esq., at Jones & Walden, LLC as bankruptcy counsel; Lawrence M. Merlin, Esq., at Merlin & Associates, LLC as special counsel; and Windham Brannon, LLC as accountant. ROOF IT BETTER: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida authorized Roof It Better, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor is a party to a UCC-1 with CT Corporation System, as representative for One Funder in which One may purport to have a security interest in accounts receivable and other assets of the Debtor. In support of the foregoing agreement and as perfection of the purported lien thereunder, the Court finds that a UCC-1 Financing Statement was filed on October 14, 2021, in which One claims a security interest in the collateral. The Debtor is a party to a UCC-1 with Forward Financing, LLC in which Forward purports to have a security interest in the Debtor's future accounts receivable. In support of the foregoing agreement and as perfection of the purported lien thereunder, the Court finds that a UCC-1 Financing Statement was filed on January 17, 2022, in which Forward claims a security interest in the collateral described. Both the Debtor and Forward reserve all rights, including, but not limited to, seeking a determination of the nature of the Debtor's transaction with Forward, whether the receivables Forward purports to have purchased are property of the estate, and whether Section 552 of the Bankruptcy Code applies to Forward's lien. As adequate protection, One and Forward are granted, as of the Petition Date, a replacement lien to the same extent as any pre-petition lien, pursuant to 11 U.S.C. section 361(2) on the property set forth in its security agreements, without any prejudice to any rights of the Debtor to seek to void the lien as to the extent, validity, or priority of said liens. The Debtor will also continue to pay Forward $2,000 per month beginning July 29, 2022, and continuing on the 29th day of each month as long as the Order is in place. This payment will be applied in full to the claim owed to Forward as of the Petition Date. A further hearing on the matter is set for November 8 at 1:30 p.m. A copy of the order is available at https://bit.ly/3spG2Tb from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3Tdstlv from PacerMonitor.com. The Debtor projects $175,000 in sales and $174,637 in total expenses for both November 2022 and December 2022. About Roof It Better Roof It Better, LLC, a residential and commercial roofing contractor, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14651) on June 15, 2022. In the petition signed by Teresa Mehaffey, manager, the Debtor disclosed $123,739 in assets and $2,102,056 in liabilities. Judge Mindy A. Mora oversees the case. The Debtor tapped Craig I. Kelley, Esq., at Kelley, Fulton, Kaplan & Eller PL as counsel and Venita Ackerman, CPA, at Ackerman Rodgers, CPA, PLLC as accountant. RTW CONSTRUCTION: Cash Collateral Access, DIP Loan OK'd ------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized RTW Construction, Inc. on an interim basis, to use cash collateral and obtain post-petition financing from Change Capital Holdings I, LLC. As previously reported by the Troubled Company Reporter, the DIP Loan is a revolver that will allow the Debtor to obtain funds, repay, and obtain more funds up to the maximum principal amount of $1,000,000 with a maximum outstanding amount during the initial 13-week period of not more than $250,000. The Debtor acknowledges that separate and apart from its negotiations with the DIP Lender, the Debtor has assured First Indemnity of America Insurance Company that proceeds of each of the Debtor's contracts for which FIA issued a surety bond will be deposited into a segregated bank account and used first to pay: (a) beneficiaries of the New Jersey Trust Fund Act (NJ Rev. Stat section 2A:44-148) associated with a particular Bonded Contract who are unpaid at the time of the Debtor's receipt of the funds; or (b) FIA directly to the extent FIA pays the claims (e.g., claims to subcontractors and material suppliers for a particular Bonded Contract). The Court ruled that the security interest and lien granted post-petition by the Debtor to the DIP Lender pursuant to the DIP Loan Documents is approved and granted on a first priority basis on all assets of the Debtor, subject to (i) valid and properly perfected pre-petition liens and (ii) the Trust Fund Act. As adequate protection for the Debtor's continued use of the DIP Lender's cash collateral, to the extent of any diminution in the value of its collateral, the DIP Lender continues to be granted a replacement lien in all of the Debtor's presently owned or hereafter acquired property and assets. The DIP Lender is also granted, to the extent of any diminution in the value of its collateral, an allowed super priority administrative claim as provided in section 507(b) of the Bankruptcy Code against the Debtor's estate which will have priority in payment over any other indebtedness and/or obligations now in existence or incurred hereafter by the Debtor and over all administrative expenses or charges against property arising in the Debtor's Chapter 11 case or any superseding Chapter 7 case. The Debtor's authorization to use cash collateral and obtain DIP Financing pursuant to the Order will be in effect commencing on the bankruptcy filing date through and including the earlier of the entry of a Final Order or October 25, 2022. The Debtor and the DIP Lender may amend or provide for new Budgets and extend the Expiration Date, without the need for further Court approval provided that any amended Budget and notice of any extension of the Expiration Date is filed with the Court. A hearing to consider the DIP Financing and entry of a Final Order is scheduled for October 25 at 10 a.m. A copy of the order is available at https://bit.ly/3gjuUEs from PacerMonitor.com. About RTW Construction, Inc. RTW Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 21-18595) on November 4, 2021. In the petition signed by Randy Worrell, chief executive officer, the Debtor disclosed $1,376,365 in assets and $3,032,627 in liabilities. Judge Christine M. Gravelle oversees the case. Vincent Roldan, Esq., at Mandelbaum and Salsburg PC is the Debtor's counsel. Change Capital Holdings I, LLC, the DIP lender, is represented by Henry G. Swergold, Esq., at Platzer, Swergold, Goldberg, Katz & Jaslow, LLP. RYAN ENVIRONMENTAL: Asset Sale Proceeds to Fund Plan ---------------------------------------------------- Ryan Environmental, LLC, filed with the U.S. Bankruptcy Court for the Northern District of West Virginia a Disclosure Statement to accompany Chapter 11 Plan dated October 17, 2022. Ryan Environmental, LLC is a West Virginia Limited Liability Company. The members are Clayton Rice, (70.1%); James Cava, Jr. (19.9%); and Alan Anderson (10%). The Debtor-in-Possession was primarily a construction company. The combination of shutdowns and the rain led to significant overruns, which proved not recoverable. Staying open required Ryan Environmental, LLC to borrow significant sums. Over $5,000,000 was borrowed from James Cava, and over $1,000,000 was borrowed from Clayton Rice. Clayton Rice and Jim Cava began marketing the company for sale which ultimately led to the purchase of essentially all of the assets. Sale of the bulk of the assets became the best option going forward. During the pendency of the Chapter 11 case, the Debtor-in Possession, in consultation with First United Bank & Trust, originally proposed a sale of a limited number of intangible assets to Wolfe's Excavating LLC. This sale was designed to effect a sale without attempting to sell assets subject to the lien of First United Bank & Trust. There were two cash components to the sale. One was for $375,000.00. That was for certain intangibles. From that sum, the sum of $60,000 had to be paid as a break-up fee to Wolfe's Excavating, LLC. That sum was paid. The second cash component was for $1,450,000. From that sum, $1,289,487.84 was sent to First United Bank & Trust Co. The Bank ultimately rebated $18,963.35 to the Purchaser who forwarded said sum to the Debtor-in-Possession. Having discussed purchase money security interests, it is appropriate to then consider secured claims based on blanket liens. The next claim with the greatest priority is the claim of First United Bank & Trust. This claim includes some perfected purchase money security interests, and a blanket lien on most of the remaining assets of the Debtor. Mr. Cava has agreed to subordinate his junior secured claim to allow payment of all Chapter 11 Administrative Claims, including fees due to the United States Trustee; fees and expenses of Debtor's counsel as may be allowed by the Court; a $250,000 loan authorized by the Court to have been made by Mr. Cava; and either $300,000 or 10% of the amount of the total due to Unsecured Creditors having allowed claims, whichever is less. Ordinarily, Mr. Cava and Mr. Rice would be entitled to a substantial deficiency claim as members of the pool of unsecured creditors. However, each has agreed to fully subordinate such claim upon confirmation of the Plan and acceptance of the settlement by the Pool Administrator. This concession would allow payments to others from said fund in the context of a Chapter 11. This is a significant concession because otherwise the size of the unsecured deficiency claims of Mr. Cava and Mr. Rice would significantly dilute the unsecured creditor class. The distribution pool will consist of all proceeds not subject to a secured claim of others, and sums which Mr. Cava has agreed to subordinate his claim, both to allow full payment of all Chapter 11 Administrative Expenses, and either $300,000 or 10% of the amount of the total due to Unsecured Creditors, whichever is less. The resulting distribution pool will pay all claims in order of priority under the Bankruptcy Code. This includes all administrative, priority, and unsecured claims. The distribution pool is expected to satisfy all administrative and priority claims in full. The distribution pool is expected to be exhausted while making a pro rata distribution to unsecured creditors. There will be no return to equity. Within 30 days of acceptance of the Settlement by the Pool Administrator, the Debtor-in- Possession, after review by the Pool Administrator of the Proposed Distributions, shall distribute all remaining funds in the Pool. Should the Plan be confirmed, and the settlement be rejected by the Pool Administrator, then the Debtor-in-Possession shall pay all Chapter 11 Administrative Expenses and deliver all remaining sums to the Pool Administrator. A full-text copy of the Disclosure Statement dated October 17, 2022, is available at https://bit.ly/3Th1sNP from PacerMonitor.com at no charge. Counsel for the Debtor: Martin P. Sheehan, Esq. Sheehan & Associates, PLLC 1 Community St., Ste 200 Wheeling WV 26003 Tel: (304) 232-1064 Fax: (304) 232-1066 Email: SheehanBankruptcy@WVDSL.net SheehanParalegal@WVDSL.net About Ryan Environmental Ryan Environmental, LLC, a company in Bridgeport, W.Va., offers environmental consulting, remediation, cleaning services, emergency spill response, hydrocarbon lab services, corrosion services, well services, general roustabout, and both steel and poly pipeline construction. Ryan Environmental sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 22-00216) on May 5, 2022, with between $1 million and $10 million in assets and between $10 million and $50 million in liabilities. Judge David L. Bissett oversees the case. Martin P. Sheehan, Esq., at Sheehan & Associates, PLLC is the Debtor's legal counsel. S.D.S. DINING: Hires Leech Tishman Robinson Brog PLLC as Counsel ---------------------------------------------------------------- S.D.S. Dining Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Leech Tishman Robinson Brog, PLLC as counsel. The firm's services include: a. providing legal advice with respect to the Debtor's powers and duties as a debtor in possession under the Bankruptcy Code in the continued operation of its business and the management of its property; b. negotiating, drafting, and pursuing all documentation necessary in this chapter 11 case, including, without limitation, any debtor in possession financing arrangements and the disposition of the Debtor's assets, by sale or otherwise; c. preparing legal papers; d. negotiating with creditors of the Debtor, preparing a plan of reorganization and taking the necessary legal steps to consummate a plan, including, if necessary, negotiations with respect to financing a plan; e. appearing in Court and protecting the interests of the Debtor before the Court; f. attending meetings and negotiating with representatives of creditors, the United States Trustee, and other parties-in-interest; g. providing legal advice to the Debtor regarding bankruptcy law, corporate law, corporate governance, tax, litigation, and other issues attendant to the Debtor's business operations; h. taking all necessary actions to protect and preserve the Debtor's estate including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; and i. performing other legal services for, and providing other necessary legal advice to, the Debtor, which may be necessary and proper in the chapter 11 case or otherwise requested by the Debtor and reasonably acceptable to the firm. Leech will be paid at these rates: Shareholders $500 to $800 per hour Counsels $495 to $600 per hour Associates $325 to $475 per hour Legal Assistants/Paralegals $120 to $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor an advance payment retainer of $26,700. A. Mitchell Greene, Esq., a partner at Leech, 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: A. Mitchell Greene, Esq. Leech Tishman Robinson Brog, PLLC 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Email: amgreene@leechtishman.com About S.D.S. Dining Corp. S.D.S. Dining Corp. is doing business as Sapphire, Cuisine of India, at 2014 Broadway, New York. On the Web: https://sapphire2014.com/ S.D.S. Dining Corp. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11173) on August 30, 2022. In the petition filed by Darshan R. Shah, as vice-president, the Debtor reported assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. The Debtor is represented by Arnold Mitchell Greene, Esq., at Leech Tishman Robinson Brog, PLLC. SANTA FE ARCHDIOCESE: Files Proposed Bankruptcy-Exit Plan --------------------------------------------------------- Colleen Heild of Albuquerque Journal reports that the Archdiocese of Santa Fe on Tuesday, October 12, 2022, filed its long-awaited plan of bankruptcy reorganization to compensate nearly 400 clergy abuse survivors more than $121 million, with an additional $4 million promised by the Servants of the Paraclete, which ran a national treatment center that funneled dozens of offenders into New Mexico Catholic parishes and schools. Six insurers will pay $46.5 million of the $121.5 million negotiated amount, with the remaining $75 million contribution by the archdiocese, which has put more than $69 million into an escrow account, with a $5.4 million promissory note that must be paid in full by March 31. In addition, the Paraclete and three religious orders that have been sued in state court for clergy abuse will contribute an additional $7.85 million. The archdiocese's contribution is considered to be among the largest settlements paid by an archdiocese in the country. The plan comes nearly four years after the archdiocese filed for bankruptcy reorganization to try to resolve mounting abuse claims and stem financial losses that date back to the early 1990s. At the time, the archdiocese was facing about 36 lawsuits. "It is impossible to overstate the tragedy of the Abuse that was inflicted on the children and teenagers of the Archdiocese," states the archdiocese disclosure statement that accompanied the reorganization plan. "The Abuse was perpetrated by priests or others purporting to do the missionary work of the Roman Catholic Church. Instead of fulfilling their missions, those perpetrators inflicted harm and suffering." Lawyers representing abuse survivors have contended systemic child abuse occurred in New Mexico's Catholic church for years, with past archdiocese hierarchy accused of covering up the improper sexual activity and transferring offending priests from parish to parish to avoid scandal. Albuquerque attorney Brad Hall has represented more than 235 church abuse survivors in recent years, including 145 people who filed claims in the bankruptcy case. He told the Journal that the archdiocese's filing of a plan starts the clock for winding down the bankruptcy case. "If all things are done on as short a notice as possible, survivors might finally see allocations in December," he said. "That's four years after filing their Chapter 11 petition," Hall added, "and finally represents the possibility of some closure for long suffering people who were badly hurt as children. I see light at the end of the tunnel." Survivors who filed claims still must vote to accept the plan, which needs a two-thirds approval to go forward. A hearing on the plan is set for Wednesday before U.S. Bankruptcy Judge David Thuma. After numerous delays occurred this summer with no reorganization plan filed, Thuma recently took on a proactive role setting deadlines for the archdiocese and the parties to file required documents. Thuma would be asked to confirm the plan if survivors vote to approve. Much of the delay in reaching a payout amount occurred when the archdiocese negotiated with its insurers to cover part of the settlement amount, and a specialized mediator was called in to help reach a consensus. Meanwhile, the archdiocese has sold numerous non-essential properties, sought mortgages on others, and enlisted its parishes to contribute to the settlement fund. Some parishes have contributed tens of thousands of dollars. Under the plan, a separate trust for unknown claims would also be established. A retired federal judge was appointed in June to determine the number of unknown tort claimants and conduct an analysis about how much money the archdiocese should set aside for the future payments of those claims. The archdiocese stated in its filings on Tuesday that the plan provides for a larger distribution to those survivors who have filed claims "than would result from any reasonably available alternative." Also important to the survivor claimants is the non-monetary provision of the settlement agreement that requires the archdiocese turn over documents about the abuse scandal for public inspection at the University of New Mexico Zimmerman Library. Victims' names and other identifying information will be redacted. The Servants of the Paraclete, which had been facing an estimated 80 claims or lawsuits in state court, was established more than 50 years ago to provide treatment to Catholic priests from around the country for issues including alcoholism and pedophilia. It operated a now-closed facility in Jemez Springs, and worked with the archdiocese to send such priests to minister at various Catholic churches and schools as part of a "graduated program of rehabilitation." Under Archbishop of Santa Fe John C. Wester, the archdiocese has maintained a zero tolerance policy and keeps a list of credibly accused priests and clergy who worked in the archdiocese on its website. Currently 80 priests or clergy are named, with 29 listed as "living." The archdiocese also has posted the names of nine other priests who have been credibly accused of abuse in other dioceses and at some point worked in the Santa Fe archdiocese. "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," the archdiocese stated in one bankruptcy filing on Tuesday. "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." 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. SAS AB: Court Slams Trustee's Bid to Disqualify Investment Banker ----------------------------------------------------------------- Michael L. Cook, Esq., of Schulte Roth & Zabel LLP, wrote that in the Chapter 11 case of SAS A.B., a bankruptcy judge in the Southern District of New York ruled that the "connections" of the chairman ("W") of the debtor's investment bank ("S") to his family's foundations do "not give rise to an actual, active conflict of any kind." According to the court, it "is only through strained speculation [by the U.S. Trustee] that a potential issue can even be posited." Accord, In re Harold & Williams Dev. Co., 977 F.2d 906 (4th Cir. 1992) (rejected UST and bankruptcy court's per se prohibition of professional's serving as attorney and accountant; "horrible imaginings alone cannot be allowed to carry the day;" remanded for fact-specific inquiry whether foreseeable tasks presented inherent conflict or potential breach of confidence), quoting In re Martin, 817 F.2d 175, 183 (1st Cir. 1987) (same; "Not every conceivable conflict must result in" disqualification). Courts routinely rely upon "ethical walls", said the court, when "large investment banking firms have affiliates or divisions that engage in debt trading, stock trading, or other activities that arguably might give rise to potential issues if a person engaged in those activities were permitted to communicate with the investment bankers." Because the U.S. Trustee ("UST") had "endorsed the use of ethical walls… in a countless number of [other cases]," the court saw "no reason why such arrangements would not be sufficient to protect against any risks that one might posit with respect to [W's] association with" his family foundations. Id., at *3. The court then approved S's wall in the case. Relevance Every professional seeking retention in a bankruptcy case must file a "verified statement . . . setting forth the person's connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee." Fed. R. Bankr. P. 2014(a). The professional's retention under Bankruptcy Code ("Code") Sec. 327(a) thus requires disclosure of any information bearing on the court's consideration of Sec. 327(a)'s two-prong test (disinterestedness and no adverse interest). The professional's disclosure must be "spontaneous, timely and complete." Rome v. Braunstein, 19 F.3d 54, 59 (1st Cir. 1994). Failure to disclose relevant information is itself ground for reduction of fees or removal from the case. In re Textile Indus., Inc., 198 B.R. 902, 905 (Bankr. M.D.N.C. 1996) (accountant holding previously undisclosed pre-bankruptcy claim against debtor immediately removed from case); In re Filene's Basement, Inc., 239 B.R. 850, 858 (Bankr. D. Mass. 1999) (law firm having a definite adverse interest removed from case because it "failed fully to disclose its connections with parties in interest [i.e. litigation targets] as required by Rule 2014"). Facts The debtors sought to retain "S" as a co-investment banker. The UST argued that S was "not 'disinterested' and therefore not eligible to be employed as the Debtors' investment banker [under] the terms of [Code] Secs. 101(14) and 327..." S "is a commercial and investment bank with operations in Scandinavia" and "has acted as both a commercial bank and as an investment banker to the Debtors in connection with many transactions . . ." The debtor's business plan "will require new capital raises and debt-to-equity conversions." Because the relevant Scandinavian governmental entities "are stakeholders in the Debtors, and many of the Debtors' other creditors and parties of interest are located in Scandinavia," the debtors claimed to have needed "an investment banker with experience and contacts in Scandinavia," making S "well-suited" (perhaps uniquely suited) to provide the necessary services." 2022 WL 10189110, at *1. No party had challenged S's qualifications, but only the UST claimed that S was not "disinterested" as required by Code §§ 327 and 101(14). Section Sec. 327 "permits the employment of professional advisors who are ‘disinterested persons'; Section § 101(14) provides that term to exclude those who, among other things, were "a creditor, . . . equity security holder, or an insider," or who "have in interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, or connection with, or interest in, the debtor, or for any other reason." (emphasis added). According to the UST, S had "a number of ‘connections'. . . that raised ‘disinterestedness' issues that should disqualify [it] from acting as an interest banker in these cases." Disinterestedness The Chairman's Family Foundations. The family of the chair of S's board of directors, W, is associated with sixteen private foundations ("Foundations"). The Foundations owned an entity known as "W Investments" that also owns 3.42 percent of the debtor's common stock, worth "approximately $13.2 million, compared to total assets of the Foundations in excess of $24.3 billion." The Debtors made full disclosure "in ample time to permit the [UST] or other parties in interest to file objections." Id., at *2. But the UST argued here that W's "association with the Foundations could create conflicts of interest for [S]." For example, reasoned the UST, the Foundations' interests "might cause" S "to favor equity interests of the kind that" the Foundations indirectly own "or might prompt W to issue instructions that the investment bankers do so." The court rejected UST's hypothetical and theoretical fears, explaining that "the question to be decided… is whether a given set of facts gives rise to a bias against the estate or to an economic interest that actually has a significant potential to affect the professional's loyalty, to undercut the value of the professional's services, or to give rise to a dispute in which the estate would be a rival party." Id., citing In re Arochem Corp., 176 F.3d 610, 623 (2d Cir. 1999). The court "simply [could not] see how [W's] connection to the Foundations gives rise to a ‘materially adverse interest' under these standards," stressing the following indisputable facts: * Neither W nor S itself owned any stock in the Debtor; * W is associated with the Foundations, but had no personal interest in the investments of the assets of the Foundations and S itself had no such interests; * The Foundations' indirect "small equity stake" in the debtors "is just a tiny fraction of the overall asset of the Foundations and is not material to the Foundations"; * W has "no day-to-day involvement with the [S] investment banker teams" working on the proposed engagement; * S is not the sole investment banker, but is a co-investment banker with another admittedly disinterested entity and W has no "interest [in] or control over" that entity; * S will "bar communications between [W] and the investment bankers;" and * W "will not participate in any discussions or votes at directors' meetings of the Foundations that in any way pertain to the Debtors." Id. The court rejected the UST's position that the "ethical walls" here were insufficient as a matter of law, as noted earlier. In any event, the court required that the S investment banking team "have no communications with [W], the . . . Foundations, [and] other groups [within S] and individuals associated with any of those entities or groups about [S's] work for the Debtors and about any non-public information that the investment banking team has about the Debtors." These protections, said the court, make it "quite clear that [W's] association with the . . . Foundations, and the . . . Foundations' indirect ownership of a small portion of [the debtor's] outstanding equity, do not raise a disqualifying ‘materially adverse interest' as to [S's] retention as co-investment banker." Id., at *4. Other Makeweight Assertions Rejected. The court also rejected the UST's other similar arguments as "far too attenuated" to be disqualifying. Because of the "ethical wall" applied above, the court rejected a challenge to S's pre-bankruptcy sale of an interest in outstanding Debtor loans because the UST made no showing that "the Debtors made recoverable transfers in connection with" the sale of S's interests. As to the UST's assertion that S "might be a logical entity to approach for exit financing," the court again stressed that "the speculative loss of a potential future borrowing opportunity . . . ought [not] to be considered as a presently disabling factor in [S's] retention." Id., at *5. The Debtor's Bank Accounts With S. The court further rejected the UST's argument that S "might be required to give advice as to whether the Debtor's bank deposits should be moved," creating possible conflicts. Id. According to the court, this "contention . . . just reflects a misunderstanding of the services that investment banks provide," which have "nothing to do with… where funds are deposited." It was hardly "a basis on which to refuse" S's retention." When the UST argued that "the sheer number of [S's] prior connections" created possible future risks, the court stressed the requirement of "specific issues" for disqualification, not "speculation" about "some unknown issue [that] might arise." Id. S's Purported Creditor Status Code Sec. 101(14) excludes a "creditor" from "disinterested" status. Because S had been paid for its pre-bankruptcy services, the UST initially claimed S was a creditor but only dropped this line of attack during a court hearing because it had no "facts" showing that pre-bankruptcy payments "were improper in any way, or [were recoverable] as preferences." Id., at *6. Similarly, the debtors' pre-bankruptcy payments made to an S affiliate for credit card services were not preferential and did not make S a creditor. Id., at *7. Finally, as to S's guarantees of certain debtor obligations, S "waived any and all prepetition claims it has or may have for indemnification, reimbursement, or other similar amounts with respect to the guarantees," thereby eliminating the "creditor" issue. Comments The UST's broad attack on the Debtors' proposed retention of an investment bank shows how the UST has been scrutinizing financial advisor retentions in the past few years. Some of the scrutiny is valid, but why the issues raised here had not been resolved prior to judicial intervention is puzzling. S apparently had not been represented by counsel. Counsel for the debtors and the creditors' committee could not represent S, but the debtors' counsel effectively showed why the debtors properly wanted to retain S. The court here also showed its understanding of investment banker services. That has not always been true. A little more than thirty years ago, however, a New York bankruptcy judge unfairly described the work of investment bankers in an reorganization cases as follows: "Whenever we have dealt with investment bankers and financial advisors we have been left with the strong impression that for them the debtor is the cash cow to be milked, Chapter 11 the milking parlor and the Judge the milking stool . . . It is clear the investment bankers want to sip the cream and leave the skimmed milk for others." In re Drexel Burnham Lambert Grp., Inc., 133 B.R. 13, 26 (Bankr. S.D.N.Y. 1991). See also In re Hillsborough Holdings Corp., 125 B.R. 837 (Bankr. M.D. Fla. 1991) (questioning value of investment bankers' services). The SAS opinion now shows how investment bankers can and do add value in reorganization cases. About Scandinavian Airlines (SAS AB) SAS SAB, Scandinavia's leading airline, with main hubs in Copenhagen, Oslo and Stockholm, is flying to destinations in Europe, USA and Asia. Spurred by a Scandinavian heritage and sustainable values, SAS aims to be the global leader in sustainable aviation. The airline will reduce total carbon emissions by 25 percent by 2025, by using more sustainable aviation fuel and its modern fleet with fuel-efficient aircraft. In addition to flight operations, SAS offers ground handling services, technical maintenance and air cargo services. SAS is a founder member of the Star Alliance, and together with its partner airlines offers a wide network worldwide. On the Web: https://www.sasgroup.net SAS AB and its affiliates, including Scandinavian Airlines Systems Denmark-Norway-Sweden and Scandinavian Airlines of North America Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10925) on July 5, 2022. In the petition filed by Erno HildÃƒÂ©n, as authorized representative, the Debtor SAS AB estimated assets between $10 billion and $50 billion and liabilities between $1 billion and $10 billion. Weil, Gotshal & Manges LLP is serving as global legal counsel and Mannheimer Swartling Advokatbyra AB is serving as Swedish legal counsel to SAS. Seabury Securities LLC and Skandinaviska Enskilda Banken AB are serving as investment bankers, Seabury is also serving as restructuring advisor. FTI Consulting is serving as financial advisor. Kroll Restructuring Advisors is the claims agent. SEAICH CARD: Hires Cohne Kinghorn P.C.as Bankruptcy Counsel ----------------------------------------------------------- Seaich Card & Souvenir Corporation seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Cohne Kinghorn, P.C. to handle its Chapter 11 case. The firm will provide the following services: (a) advising the Debtor with respect to duties and powers under the Bankruptcy Code, Bankruptcy Rules and related laws; (b) assisting the Debtor with respect to legal issues which may arise from time to time in this Case; (c) if the Debtor deems appropriate and/or necessary, negotiating and preparing an asset purchase agreement and seeking entry of an order permitting the sale of assets pursuant to section 363 of the Bankruptcy Code, and related relief; (d) negotiating and preparing a plan of reorganization, disclosure statement (if applicable) and all related agreements and/or documents, and taking any necessary action on behalf of the Debtor to obtain confirmation of such plan; (e) assisting the Debtor in collecting, preserving and, if appropriate, disposing of assets; (f) assisting the Debtor in determining the validity and amount of claims in the Case; (g) advising and representing the Debtor with respect to causes of action which the Debtor may have against others; (h) if such settlements are in the best interest of the Debtor and its creditors, negotiating, document and presenting to the Court for approval pursuant to Bankruptcy Rule 9019 agreements to settle and compromise the Debtor’s causes of action and claims against others; and (i) rendering legal advice and services to the Debtor regarding such other matters as may arise from time to time in this Case. The firm will be paid at these rates: Matthew M. Boley $385 per hour George B. Hofmann $390 per hour Jeffrey L. Trousdale $245 per hour Mashell Parks $150 per hour Krys Lopez $120 per hour The firm will be paid a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew M. Bowley, a partner at Cohne Kinghorn, P.C. disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew M. Boley, Esq. Jeffrey Trousdale, Esq. COHNE KINGHORN, P.C. 111 E. Broadway, 11th Floor Salt Lake City, UT 84111 Telephone: (801) 363-4300 E-mail: mboley@ck.law jtrousdale@ck.law About Seaich Card & Souvenir Seaich Card & Souvenir Corporation -- https://seaich.com/ -- doing business as Seaich Corporation, is a privately held company in the wholesale trade business. Seaich Card & Souvenir Corporation filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 22-23909) on Oct. 4, 2022. In the petition filed by Uriah Kennedy, as president, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. D. Ray Strong has been appointed as Subchapter V trustee. The Debtor tapped Cohne Kinghorn, led by is represented by Matthew M. Boley, as counsel; and Rocky Mountain Advisory, LLC, as financial advisor and accountant. SEAICH CARD: Hires Rocky Mountain Advisory LLC as Accountant ------------------------------------------------------------ Seaich Card & Souvenir Corporation seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Rocky Mountain Advisory, LLC as accountant and financial advisor. The firm will provide these services: (a) rendering accounting assistance and oversight regarding the preparation of the financial reports, operating reports and other reports and information required to be disclosed to the Office of the United States Trustee and/or filed with the Court; (b) rendering assistance in connection with the Debtor’s reorganization and other business matters; (c) rendering accounting assistance and oversight regarding assisting the Debtor in keeping reliable and accurate books and records on a going forward basis; (d) assisting the Debtor in connection with analysis and objections to claims; (e) preparation of any necessary budgets, financial projections, liquidation analyses or other financial estimates; (f) coordinating with and providing information, advice and input to the Debtor’s tax preparers and providing tax preparation services if needed; (g) advising the Debtor on any other financial matters that may arise in the Debtor’s estate; and (h) rendering accounting advice and services to the Debtor regarding such other matters as may arise from time to time in this Case. The firm will be paid at these rates: John Curtis: $325 per hour Jennifer Yakumo: $245 per hour Jordan Colohan $260 per hour Josh Gifford $190 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John Curtis, a partner at Rocky Mountain Advisory, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John Curtis, CPA Rocky Mountain Advisory LLC 215 State St., Suite 550 Salt Lake City, UT 8411 Phone: 801-428-1600/801-428-1604 Fax: 801.428.1612 Email: jcurtis@rockymountainadvisory.com About Seaich Card & Souvenir Seaich Card & Souvenir Corporation -- https://seaich.com/ -- doing business as Seaich Corporation, is a privately held company in the wholesale trade business. Seaich Card & Souvenir Corporation filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 22-23909) on Oct. 4, 2022. In the petition filed by Uriah Kennedy, as president, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. D. Ray Strong has been appointed as Subchapter V trustee. The Debtor tapped Cohne Kinghorn, led by is represented by Matthew M. Boley, as counsel; and Rocky Mountain Advisory, LLC, as financial advisor and accountant. SEARS HOLDINGS: 2nd Circ. Rejects Claim Assets Undervalued in Ch.11 ------------------------------------------------------------------- The U.S. Court of Appeals for the Second Circuit on Friday, Oct. 14, 2022, rejected claims by Sears buyer ESL Investments that it lost hundreds of millions of dollars in loan payments by a bankruptcy judge's lowball estimate of the value of retail giant's, Sears Holdings, assets. Sears Holdings Corporation and its affiliates carried approximately $2.68 billion of first- and second-lien secured debt at the time of its bankruptcy petition. The first-lien debt has since been paid in full. The holders of the second-lien debt, however, alleged that they were paid less than the value of the collateral that secured their claims. To recoup the difference, the second-lien holders sought relief under section 507(b) of the Bankruptcy Code, arguing that the value of their collateral decreased during the course of the bankruptcy proceeding, which entitled them to priority payment of the difference. The bankruptcy court (Robert D. Drain, Bankruptcy Judge) disagreed, finding that the value of the second-lien holders’ collateral had not decreased since the date the Debtors filed for bankruptcy and that, in fact, the second-lien holders had received more than the value of their collateral. On appeal, the second-lien holders raise a number of objections to the bankruptcy court's valuation methodology, as well as to its valuation of several specific categories of collateral. Because the bankruptcy court reasonably determined that the second-lien holders had already recovered more than the value of their collateral on the date of the bankruptcy petition, the Second Circuit says it affirms its denial of the second-lien holders' section 507(b) claims. Valuation of Collateral The "second-lien holders" -- who were entitled to payment only after the debts to the first-lien holders had been discharged -- argued that the value of the collateral that secured their claims, as measured on the Petition Date, vastly exceeded what they have been paid, and that they are accordingly entitled to priority payment of the difference pursuant to section 507(b) of the Bankruptcy Code. The bankruptcy court (Robert D. Drain, Bankruptcy Judge) disagreed, valuing the second-lien holders' collateral at a sum less than what they had already been paid, and accordingly denied their claims for any additional payment. The district court (Vincent L. Briccetti, Judge) affirmed the bankruptcy court's decision in full. The second-lien holders appealed. After taking evidence, the bankruptcy court decided that it would value the bulk of Debtors' collateral based on the net orderly liquidation value ("NOLV") because, on the Petition Date, a complete liquidation of the Debtors' assets was a genuine possibility. It then determined that the inventory's NOLV was 88.7% of its $2.69 billion book value, and after subtracting 1.3% as an estimate of the overhead costs and legal fees that would be associated with liquidating that inventory, arrived at a total value of 87.4% of the inventory's book value. After calculations, the bankruptcy court concluded that the collateral on the Petition Date was worth $2.147 billion. The bankruptcy court also determined that creditors senior to the second-lien holders had claims totaling $1.96 billion and subtracted that amount from the $2.147 billion valuation of all the collateral, yielding only $187 million for the second-lien holders. But since the second-lien holders had already realized more than this from the $433.5 million credit bid, the bankruptcy court held that they were not entitled to any further recovery in the form of section 507(b) super-priority claims. The second-lien holders argue that the bankruptcy court erred when it (1) valued the bulk of the Debtors' inventory using the inventory's NOLV – and an errantly low NOLV at that – rather than the inventory's book or replacement value, (2) set at zero the value of the Debtors' "non-borrowing-base" ("NBB") inventory, and (3) deducted the full face value of the undrawn letters of credit. The second-lien holders argue that even if the bankruptcy court was permitted to deviate from the replacement-value standard, it should have valued the collateral based on its retail value, rather than NOLV, because the Debtors did not ultimately liquidate, but instead continued operating many of their stores for months before selling the rest of their business as a going concern. Circuit Judge Richard J. Sullivan notes that the second-lien holders do not even dispute that, on the Petition Date, a distressed-asset sale was regarded as a reasonably high-probability outcome. Accordingly, the Second Circuit finds no clear error in the bankruptcy court's analysis. "The second-lien holders pivot to arguing that even on the Petition Date, the Debtors were clearly contemplating either continued operation of their stores or a going-concern sale. But while the bankruptcy court was aware of these optimistic, best-case-scenario intentions harbored by the Debtors, it also considered that the Debtors were far from financially healthy on the Petition Date, and a company-wide liquidation was possible. The bankruptcy court's decision to settle on an orderly liquidation value was therefore not an unreasonable conclusion," Judge Sullivan said. A copy of the Oct. 12, 2022 decision is available at https://tinyurl.com/ycywvu4m About Sears Holdings Corp. Sears Holdings Corporation -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. At that time, the Company employed 68,000 individuals. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets against $11.33 billion in total liabilities. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. The U.S. Trustee for Region 2 on July 9, 2019, appointed five retirees to serve on the committee representing retirees with life insurance benefits in the Chapter 11 cases. * * * In February 2019, Bankruptcy Judge Robert Drain authorized Sears Holdings approval to sell the business to majority shareholder and CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL Investments, Inc., won an auction to acquire substantially all of Sears' assets, including the "Go Forward Stores" on a going-concern basis. The proposal allowed 425 stores to remain open and provided ongoing employment to 45,000 employees. The new parent is Transform SR Brands LLC, doing business as Transformco, referred to as "New Sears". Transform is an American privately held company formed on Feb. 11, 2019, to acquire some of the assets of Sears Holdings Corporation. The new company is owned by Eddie Lampert's ESL Investments. SEAWORLD PARKS: S&P Upgrades ICR to 'BB-', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on SeaWorld Parks & Entertainment Inc. to 'BB-' from 'B+'. S&P also raised its issue-level rating on the company's secured debt to 'BB' from 'BB-' and its rating on its unsecured debt to 'B' from 'B-'. The stable outlook indicates S&P's expectation for SeaWorld to maintain net leverage below 4.75x for the next few years incorporating its expectation for continued share repurchases and a modest pullback in visitation and per capita spending, which S&P based on its forecast of a shallow recession in the U.S. beginning in 2023. S&P said, "The upgrade to 'BB-' reflects our forecast that SeaWorld will report net adjusted leverage in the low-3x area in 2022 and our expectation that it will maintain leverage under our 4.75x downgrade threshold at the 'BB-' rating level incorporating a modest pullback in demand at its parks. "SeaWorld's has outperformed our expectations through the first half of 2022 driven by still elevated levels of admissions and in-park per capita spending. Higher per caps have been only modestly offset by a softening of the company's attendance recovery. Attendance in the second quarter was about 3% below 2019 levels. However, we expect a significant portion of the weakness stemmed from negative calendar changes and the timing of certain holidays within the quarter as well as ongoing weakness in international visitation. We estimate S&P Global Ratings-adjusted net leverage for the 12 months ended June 30, was approximately 3x, well below our 4.75x upside threshold for the 'B+' rating. While we expect operating performance to remain relatively stable for the remainder of 2022, we expect net leverage will modestly increase based on our expectation for the company to continue using its excess cash flow for share repurchases. Nonetheless, we expect net leverage to remain in the mid- to low-3x area through 2023, supportive of our 'BB-' issuer credit rating. "We expect a shallow recession in the U.S. will become a drag on SeaWorld's operating metrics in 2023. "In September, S&P Global economists revised our base case forecast for U.S. GDP and consumer discretionary spending downward for 2022 and 2023 and forecast that the U.S. economy will fall into a recession beginning in the first half of 2023. 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 the outlook for regional theme parks has weakened and, as such, we currently forecast a modest pullback in park visitation and in-park per capita spending next year. While we believe that SeaWorld, like many other park operators, has shifted toward premium food and beverage items and implemented cashless transactions, which drive up average price and order size, our assumption for a decline in park per capita spending is based on our expectation that consumers will opt for fewer purchases throughout their visit to the park. We believe that SeaWorld will maintain its elevated admission per capita levels as the company has more control over pricing. Furthermore, while SeaWorld has identified around $20 million-$40 million of cost savings to combat margin degradation experienced in the first half of 2022, we expect margins will continue to compress by approximately 150 basis points (bps) in 2023. As a result, we expect adjusted net leverage will increase to the mid-3x area next year from its current level of about 3x. "We expect that Hill Path Capital's recently increasing equity stake in SeaWorld and Scott Ross's significant influence on the company's operations, strategy, and capital allocation will result in a more aggressive financial policy than SeaWorld's publicly traded peers." As a result of ongoing share repurchases, Hill Path Capital L.P., the company's largest shareholder, has recently increased its stake in the company and now holds 40.3% of SeaWorld's outstanding equity as of Aug. 9, 2022, inclusive of shares held personally by Hill Path's founder and managing partner Scott Ross. The fund has been invested in SeaWorld since 2017 and between 2019 and 2022 has maintained a stake of approximately 35%-40%. S&P said, "We believe the most recent increase is driven primarily by SeaWorld's extensive share repurchasing throughout the second half of 2021 and 2022. Hill Path, through Scott Ross as chairman of the board, has been active in the management of SeaWorld at the operational level. A second Hill Path partner, James Chambers, holds a second seat on the board (out of 10 total seats the remainder of which are independent). We believe that Hill Path Capital's investment will continue to result in a more aggressive financial policy than SeaWorld's publicly traded peers. SeaWorld currently does not commit to a stated leverage threshold as compared to its peers, which maintain publicly stated leverage targets. We believe that recent actions have exemplified a strategy that prioritizes shareholder returns. In January 2022, SeaWorld made an unsolicited offer to buy Cedar Fair L.P. at an equity valuation of around $3.4 billion (subsequently raised to approximately $3.6 billion). We believe this could have required a substantial increase in the combined entities debt burden, absent significant equity issuances. Furthermore, SeaWorld has repurchased more than $600 million of stock since the fourth quarter of 2021." S&P said, "If, in our view, SeaWorld's financial policy becomes more aggressive, we could potentially designate Hill Path as a financial sponsor depending on actions taken by management and if Hill Path's ownership stake and demonstrated influence and control increase. This would likely be the result of SeaWorld issuing debt or debt-like securities that we believe it will use to increase shareholder returns whether through debt-funded share repurchases or sizable debt-funded acquisitions. "The stable outlook reflects our expectation that SeaWorld's will sustain net S&P Global Ratings-adjusted leverage in the mid- to low-3x area through 2023 under our current base case set of assumptions. Our outlook incorporates our expectation that the company will not entertain materially leveraging merger and acquisition (M&A) activity, or debt-financed share repurchases. "We could lower our rating if we expect the company's leverage will increase above 4.75x on a sustained basis. This would likely be caused by a prolonged economic downturn causing consumer spending to decline and operating performance at SeaWorld to deteriorate, or a shift toward a more aggressive financial policy inclusive of significant leveraging M&A activity or debt-funded share repurchases. In this latter scenario, if we were to designate SeaWorld as financial sponsor owned, we would no longer net cash from leverage, resulting in an increase in our leverage calculation. "We could raise our rating if we expect the company would sustain its improved operating performance and leverage below 3.75x, incorporating volatility over the economic cycle. An upgrade would also be predicated on a clarified financial policy regarding leverage, shareholder returns, and capital spending." ESG credit indicators: E-2, S-3, G-2 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of SeaWorld. COVID-19 was an extreme disruption, and even though it is unlikely to recur at the same magnitude, safety and health scares are an ongoing risk factor. Although the company's attendance recovered to pre-pandemic levels during the fourth quarter of 2021 following the removal of restrictions and the abatement of COVID-19-related safety concerns, the threat of a new variant and any resulting pullback in attendance remains. SeaWorld is also subject to more general risks regarding the safety of its parks including low probability events such as ride malfunctions and the risk of injury. Additionally, while SeaWorld has taken steps to address reputational risk, it continues to face the risk that unfavorable publicity related to its care of large marine animals could lead to depressed attendance or cash flow volatility after an incident that damages its reputation." SERMA HOLDINGS: Seeks to Hire Harry P. Long LLC as Counsel ---------------------------------------------------------- Serma Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ the Law Offices of Harry P. Long, LLC as counsel. The firm will provide these services: a. give legal advise to the Debtor regarding its powers and duties under the Bankruptcy Code; b. negotiate and formulate a plan of arrangement under Chapter 11 which will be acceptable to creditors and equity security holders; c. deal with secured lien claimants regarding arrangements for the Debtor's payment of its debts and, if appropriate, contesting the validity of the liens; d. prepare legal papers; and e. other legal services which may be necessary. The firm will be paid at these rates: Harry P. Long, Esq. $400 per hour S. Knight Long, Esq. $250 per hour Paralegals $110 per hour The retainer is $8,333.33. As 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: Harry P. Long, Esq. Law Offices of Harry P. Long, LLC P.O. Box 1468 Anniston, AL 36202 Phone: 256-237-3266 Email: hlonglegal8@gmail.com About Serma Holdings SERMA Holdings, LLC in Leeds, AL, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ala. Case No. 22-02430) on October 5, 2022, listing $0 to $50,000 in assets and $1 million to $10 million in liabilities. J. Michael White as managing member, signed the petition. Judge Tamara O. Mitchell oversees the case. THE LAW OFFICES OF HARRY P. LONG, LLC serve as the Debtor's legal counsel. SEVEN STARS: Dismissal of Bankruptcy Case Affirmed on Appeal ------------------------------------------------------------ District Judge RODOLFO A. RUIZ, II, on Monday, Oct. 17, 2022, issues an order affirming the Bankruptcy Court's rulings and dismissing the appealed case SEVEN STARS ON THE HUDSON CORPORATION, Appellant, v. MDG POWERLINE HOLDINGS, LLC, et al., Appellees, Case No. 22-CIV-60299-RAR, (S.D. Fla.). On appeal, Seven Stars on the Hudson Corporation argues that the bankruptcy court committed error when it (1) did not extend the deadline for expert discovery; (2) struck the Manzo-Berding Declaration as a sham; and (3) awarded summary judgment to Appellees. The Court determines that the bankruptcy court did not abuse its discretion in finding no good cause to extend the expert discovery deadline. Based on the record before the Court, there is no indication that the bankruptcy court abused its discretion in finding a lack of good cause where Seven Stars appears to have made little to no attempt to hold itself to a scheduling order years after it commenced its action. At the time Seven Stars made its motion, nearly two years of litigation had come and gone, two deadline extensions had been given, and Seven Stars had made no expert disclosures. Seven Stars argues that it demonstrated good cause and was diligent in attempting to meet the deadline, primarily pointing to the fact that it was seeking an agreement on litigation funding. But it appears that Seven Stars made no efforts to obtain funding from May 2020 to November 2020. Given the level of inconsistencies between the Manzo-Berding Declaration and Ms. Manzo-Berding's deposition testimony, the Court determines that the bankruptcy court did not an abuse its discretion in holding that the Manzo-Berding Declaration was a sham. Seven Stars also argues that its profit and loss statements should have been considered "as some evidence of damages." However, Seven Stars' profit and loss statements, standing alone, are a far cry from the quantities of evidence courts have recognized as sufficient under Florida law. Even the excluded Manzo-Berding Declaration barely attempted to use this information to discuss lost profits, saying only that Seven Stars' "past lost profits would be lower" when compared to its business value and the "Fort Lauderdale resident market has consistency grown at a rate of 1% per year." Such profit and loss statements require some accompanying evidence to allow a reasonable person to discern any evidence of damages from such data with reasonable certainty—Seven Stars offered none. With no evidence to support Appellant's claims for damages, the Court concludes that the bankruptcy court properly granted summary judgment for Appellees. The profit and loss statements are insufficient evidence of damages to survive summary judgment. A full-text copy of the Order dated Oct. 17, 2022, is available at https://tinyurl.com/8szksy44 from Leagle.com. About Seven Stars on the Hudson Corp. Seven Stars on the Hudson Corp. manages a trampoline amusement park. It conducts business under the name Rockin Jump. Visit rockinjump.com/ftlauderdale for more information. On Aug. 24, 2020, Seven Stars on the Hudson Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-19106). The petition was signed by Jens Berding, Debtor's authorized representative. At the time of the filing, the Debtor disclosed total assets of $491,919 and total liabilities of $1,393,203. Judge Scott M. Grossman oversees the case. The Debtor tapped Brian K. McMahon, P.A., as legal counsel, Kathleen A. Daly, P.A., as special counsel, and George R. Ponczek, CPA, P.A. as tax services provider. ST. JAMES NURSING: Patel Cannot Enforce Settlement Agreement ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Michigan, its opinion Oct. 14, 2022, denies the motion filed by Chiman Patel's for lack of subject matter jurisdiction. The denial of the Patel Motion will make the Abstention Motion filed by the state court Receiver, Kevin English, as moot. To the extent the Abstention Motion seeks an award of attorney fees and costs against Patel, the Court will deny that relief, without prejudice to any right of the Receiver to seek such relief in the Receivership Case or in any other appropriate non-bankruptcy case and non-bankruptcy court. This dispute arises out of Chiman Patel's efforts to collect a debt he says is owed to him by the Reorganized Debtor, St. James Nursing & Physical Rehabilitation Center, Inc. Patel claims the debt is owed under a written Settlement Agreement that was entered into by Patel, St. James, and others, several months after the confirmation of St. James's Chapter 11 Plan. The Settlement Agreement required St. James to pay Patel a total of $340,000, including a $100,000 lump sum payment followed by monthly payments. It also stated that Patel "shall be deemed to have an Allowed Claim in the St. James Bankruptcy in that amount." The Court finds that the Settlement Agreement (which was executed not until Jan. 30, 2017) was not contemplated by or included in St. James's Chapter 11 Plan or the Court's order confirming that Plan. Nor was St. James' confirmed Plan ever modified to incorporate the Settlement Agreement. It is undisputed that (a) Patel was not a creditor in the St. James bankruptcy case; (b) St. James did not list Patel as a creditor on its schedules, and although Patel was provided notice of the St. James bankruptcy case, he never filed a proof of claim in the case; (c) St. James Plan had been confirmed on Sept. 16, 2016; (d) on Nov. 16, 2016 St. James's bankruptcy case was closed since no one filed an objection to closing the case; and (e) there have not been any post-confirmation requests to modify the Plan, and the Plan has not been modified since it was confirmed. The Court concludes that the it lacks subject matter jurisdiction to grant any of the relief sought by Patel. The Court reasons that not only did the debt allegedly owing by St. James to Patel arise entirely after confirmation of St. James's Plan in this case, but also that debt has nothing to do with St. James' confirmed Plan in this case. Just as with any debt that St. James incurred after it emerged from bankruptcy with a confirmed plan in this case, the Court maintains that it has no jurisdiction to grant Patel any relief based on that debt. The Court finds no "nexus" at all, between the relief sought by the Patel, or any enforcement of the Settlement Agreement, on the one hand, and the St. James confirmed Plan or St. James bankruptcy case, on the other hand. The Court explains that Patel's post-confirmation claim against the Reorganized Debtor St. James does not involve a cause of action created or determined by any statutory provision of the Bankruptcy Code. Nor is it a claim that could only arise in bankruptcy cases. Rather, Patel's claim seeks to enforce a contract with St. James—a claim which in fact did arise outside of this bankruptcy case, because it arose well after confirmation of the St. James Plan. A full-text copy of the Opinion dated Oct. 14, 2022, is available at https://tinyurl.com/v9tkp6ev from Leagle.com. About St. James Nursing St. James Nursing & Physical Rehabilitation Center Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 16 42333 on Feb. 22, 2016. The petition was signed by Bradley Mali, president. The Debtor estimated assets of $0 to $50,000 and debt of $1 million to $10 million. The Debtor is represented by Michael E. Baum, Esq., at Schafer and Weiner, PLLC. The case is assigned to Judge Phillip J. Shefferly. STATERA BIOPHARMA: Receives Noncompliance Notice From Nasdaq ------------------------------------------------------------ Statera Biopharma, Inc. received notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on Oct. 11, 2022, indicating that, based upon information set forth in the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2021, the Company does not satisfy the $2.5 million stockholders' equity requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(1), which could serve as an additional basis for the delisting of the Company's securities from Nasdaq. The Company addressed the stockholders' equity deficiency and its plan to regain compliance with that requirement at its recent hearing before the Nasdaq Hearings Panel along with its plan to evidence full compliance with Nasdaq's filing and bid price requirements, as set forth in Nasdaq Listing Rules 5250(c)(1) and 5550(a)(2), respectively. The Panel has not yet issued a determination as a result of the hearing. The Staff also determined that the Company's failure to submit a "listing of additional shares" notification form to Nasdaq at least 15 days in advance of the issuance of shares totaling 10% or more of the Company's pre-issuance shares outstanding in September 2022 constituted a violation of Nasdaq Listing Rule 5250(c)(2)(D), which could also serve as a basis for delisting from Nasdaq. The Staff's determination was based upon the Company's disclosure under the "Subsequent Events" section of the "Notes to Consolidated Financial Statements" set forth in the Form 10-K (note 19), which indicated that: In September 2022, the Company executed multiple subscription agreements pursuant to which the Company sold 4.75 million shares of its common stock for approximately $0.36 million and issued warrants to purchase approximately 9.5 million shares of common stock. The purchase price for one share of common stock and two warrants was $0.075. The warrants are exercisable immediately, have an exercise price of $0.15 per share, and will expire two years from the initial exercise date. The proceeds of the offering will be used for general corporate purposes. The Company said the above disclosure included in the Form 10-K was made in error. Although the Company has received multiple subscription agreements from potential investors for the financing as described, the Company has not yet executed the relevant subscription agreements and has not issued any shares or warrants in connection with those agreements. Given the plain language of Nasdaq Listing Rule 5250(c)(2)(D) and because no shares have yet been issued, the Company does not believe it violated the LAS Rule. In the event the Company determines to move forward with the financing, the Company intends to promptly file an LAS Form with Nasdaq and to promptly announce the completion of the offering. In addition to the above-referenced financing, the Company is also pursuing additional fundraising activities to address the stockholders' equity issue. The Company is committed to the timely submission of all necessary notifications to Nasdaq and the timely and accurate disclosure of its financing activities to the public. About Statera Statera Biopharma, Inc. (formerly known as Cytocom, Inc. and Cleveland Biolabs) is a pre-clinical and clinical biopharmaceutical company developing multiple product candidates to address unmet medical needs for use in diseases involving immune system dysfunction. Statera reported a net loss of $101.87 million for the year ended Dec. 31, 2021, compared to a net loss of $12.09 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $21.17 million in total assets, $22.67 million in total liabilities, and a total stockholders' deficit of $1.51 million. Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Oct. 4, 2022, citing that Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. An involuntary Chapter 11 bankruptcy case was filed against Statera on Aug. 16, 2022, by three alleged creditors of the Company alleging they are owed a total of $2.1 million on account of notes, unpaid wages, and severance. STATERA BIOPHARMA: Signs MOU to Acquire Minority Stake in HOLO -------------------------------------------------------------- Statera Biopharma, Inc. entered a Binding Memorandum of Understanding with Holobeam Technologies, Inc., pursuant to which the Company will acquire a minority interest of 25 percent in HOLO for $25 million via the issuance of the Company's preferred stock or a combination of preferred stock and cash. In exchange, HOLO will provide a license to the Company to use their technology platform for the identification and treatment of diseases (together with the Equity Investment). Furthermore, HOLO will be provided two board seats on the board of directors of the Company upon the consummation of the Transaction. The MOU provides for an exclusivity period of 60 days for negotiating and finalizing a definitive stock purchase agreement and technology license. The consummation of the Transaction is subject to certain closing conditions, including but not limited to the availability of at least $10 million on the balance sheet of the Company at the close of the Transaction for the development of HOLO's technology and general working capital, approval of the Transaction by a majority of HOLO's stockholders and the Company's board of directors, receipt of a fairness opinion by HOLO from an investment bank of its choosing and other customary conditions. About Statera Statera Biopharma, Inc. (formerly known as Cytocom, Inc. and Cleveland Biolabs) is a pre-clinical and clinical biopharmaceutical company developing multiple product candidates to address unmet medical needs for use in diseases involving immune system dysfunction. Statera reported a net loss of $101.87 million for the year ended Dec. 31, 2021, compared to a net loss of $12.09 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $21.17 million in total assets, $22.67 million in total liabilities, and a total stockholders' deficit of $1.51 million. Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Oct. 4, 2022, citing that Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. An involuntary Chapter 11 bankruptcy case was filed against Statera on Aug. 16, 2022, by three alleged creditors of the Company alleging they are owed a total of $2.1 million on account of notes, unpaid wages, and severance. STOCKTON GOLF: Court OKs Cash Collateral Access Thru Nov. 1 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, authorized Stockton Golf and Country Club to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through November 1, 2022. As previously reported by the Troubled Company Reporter, the parties that assert an interest in the Debtor's cash collateral are the Bank of Stockton and these UCC-1 Secured Creditors: 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 Sysco Sacramento, Inc. To the extent that the Debtor's use of cash collateral results in a diminution of the value of their respective collateral, the Bank and the UCC-1 Secured Creditors are granted valid and perfected replacement liens and security interests in the post-petition cash collateral of the Debtor acquired on or after the October 11 bankruptcy filing date, in order to secure the Bank's and the UCC-1 Creditors' claims against the Debtor. The Replacement Lien will have the same scope, validity, perfection, relative priority and enforceability as the Bank's and the UCC-1 Creditors' pre-Petition Date security interests. The final hearing on the matter is set for November 1 at 11 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3TxfsCZ from PacerMonitor.com. The budget provides for total cash disbursements, on a weekly basis, as follows: $12,567 for the week ending October 18, 2022; $12,625 for the week ending October 25, 2022; and $19,571 for the week ending November 1, 2022. 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. SUN PACIFIC: Invictus to Offer Insurance Wrap for $50M Solar Plant ------------------------------------------------------------------ Sun Pacific Holding Corp. said that its wholly owned subsidiary, Sun Pacific Power has engaged the services of Invictus Risk Solutions to assess the opportunity of providing an insurance wrap for a $50 million-dollar funding of the company's planned US based solar manufacturing plant through Lloyds of London, London corporate, and other supporting insurance markets. The financing is commencing at this time and underwriting analysis of the project will determine feasibility, testing, and other market considerations. Nicholas Campanella, CEO of Sun Pacific Holding Corp, stated, "As part of our renewable energy platform we move through our underwriting, analysis and feasibility study. We have identified property that will add high value to our platform of becoming a key solution in the solar industry while producing over 1GW of solar panels per year to our customers. This project should make an important contribution for the emerging solar industry in its fast-growing market." Mr. Campanella further added, "We are excited to be working with a strong team of advisors and underwriters who will provide our insurance wrap in cooperation with the State officials. The state's team is providing a strong access to a labor force as well classifying our proposed property as a foreign trade zone designation." Paul Rowland, senior partner of Invictus Risk Solutions, stated: "I was very impressed with Nick's experience and strengths and by the detail and positivity of the Sun Pacific business plan. Accordingly, I am certain that we can find a way to provide a "best in class" and "best in market" service and solution. This will support the risk transfer structure that the Sun Pacific business model and funding require in the short term. In the long term, we hope to establish a strategic friendship and partnership going forward with Nick and his panel of other valued advisors. "The purpose of our engagement is to offer a bespoke suite of insurance products that "wrap" around the proposed investment and project. "Our singular goal is to protect all parties by advancing, amongst others, account receivable, construction, financial, liability, management, and operational elements to enhance and support the security of the proposed project. "By offsetting the risk, we seek to drive the enthusiasm and positivity of the proposed key funders to engage." About Sun Pacific Headquartered in Manalapan NJ, Sun Pacific Holding Corp -- http://www.sunpacificholding.com-- offers "Next Generation" solar panel and lighting products by working closely with design, engineering, integration and installation firms in order to deliver turnkey solar and other energy efficient solutions. It provides solar bus stops, solar trashcans and "street kiosks" that utilize advertising offerings that provide State and local municipalities with costs efficient solutions. The Company provides general, electrical, and plumbing contracting services to a range of both public and commercials customers in support of its goals of expanding its green energy market reach. As of June 30, 2022, the Company had $397,959 in total assets, $3.21 million in total liabilities, and a total stockholders' deficit of $2.82 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has suffered recurring losses from operations since inception and has a significant working capital deficiency, both of which raise substantial doubt about its ability to continue as a going concern. TALEN ENERGY: Committee Says Joint Plan Unconfirmable ----------------------------------------------------- The Official Committee of Unsecured Creditors of Talen Energy Supply, LLC ("TES") and its affiliated debtors in possession objects to the Disclosure Statement for Joint Chapter 11 Plan of and the proposed bidding procedures. The Committee claims that the Debtors have conducted these cases with the overriding goal of effectuating the deal contemplated by their prepetition RSA as quickly as possible. But by focusing on the desire to emerge from chapter 11 as soon as possible, the Debtors have acquiesced in unreasonable "settlements" with certain of their stakeholders—namely, their equity sponsor and secured creditors—at the expense of their unsecured creditors. The Committee points out that broad releases encompass valuable claims—which the Committee identified through vigorous investigation—that could bring back more than half a billion dollars of value that Riverstone extracted from the Debtors through a dividend and purported expense reimbursements. But on the eve of the Committee's presentation of these claims to the Court, the Debtors moved to continue consideration of these claims until the confirmation hearing, arguing that the TEC Global Settlement resolved them. The Committee vehemently disagrees—the TEC Global Settlement would release these valuable claims, but would do so in exchange for no value. The Committee states that the Debtors cut a purported "settlement" in an effort to take the legs out from under the Committee's claims (the "CAF Settlement"). Because this deal reduces the make whole claim by a modest amount, the Debtors purport to have settled the entirety of the Committee's CAF-related claims. This is nonsensical, particularly as the Debtors had bound themselves, in the Final DIP Order, not to investigate or pursue any challenge, including any avoidance claims, against the CAF lenders (aside from those on account of the premiums). Again, the Debtors purport to settle valuable claims for zero value. The Committee asserts that at least two provisions of the Plan violate the absolute priority rule and would render it unconfirmable over the objection of an unsecured class. The first violation arises from the proposed value allocation among the Debtors. The methodology behind this allocation contains significant flaws all of which result in value flowing to certain Debtors' equity owners before satisfying all claims against those Debtors. The Committee further asserts that the second absolute priority rule violation stems from the TEC Global Settlement. That deal requires the Debtors to distribute New Common Equity and warrants to their ultimate equity holders, despite failing to satisfy unsecured claims in full. This is a textbook absolute priority violation, which is not resolved by any new value the old equity is allegedly providing. The Committee says that as the Plan is premised on the TEC Global Settlement and CAF Settlement, these settlements must be approved by the Court for the Plan to be confirmed. But neither settlement is the lowest point in the range of reasonableness, for each purport to settle valuable estate claims for nothing. The Committee cites that the Disclosure Statement must be amended to provide key additional information and correct certain inconsistencies. Herein, the Committee details the required additional disclosures. * The risk to Plan confirmation arising from the unreasonableness of the TEC Global Settlement and CAF Settlement are not adequately disclosed. * The "unimpaired" treatment of Intercompany Claims should be adequately explained, and the Disclosure Statement must disclose whether any Debtor is agreeing to impairment of any of its Intercompany Claims. * Details of the Employee Equity Incentive Plan—including the amount of New Common Equity reserved and the dilutive effect on the other recipients of New Common Equity—should be disclosed. About Talen Energy Corp. Allentown, Pennsylvania-based Talen Energy Corp. is an independent power producer founded in 2015. Riverstone Holdings LLC completed its acquisition of the remaining 65% stake of Talen Energy in 2016 for $5.2 billion. Talen Energy Corporation, through subsidiary Talen Energy Supply LLC, is one of the largest competitive power generation and infrastructure companies in North America. Through subsidiary Cumulus Growth, TEC is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. On the Web: https://www.talenenergy.com/ TES owns and/or controls approximately 13,000 Megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based TES runs 18 power generation facilities, at eight of which rely on natural gas to make electricity. Talen Energy Supply, LLC, and 71 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90054) on May 9, 2022. The Hon. Marvin Isgur is the case judge. Talen Energy Corporation (TEC), its Cumulus Growth subsidiary, and TES' LMBE subsidiaries are excluded from the in-court process. TES has retained Weil Gotshal & Manges LLP as its legal advisor, Evercore as its investment banker and Alvarez & Marsal as its financial advisor for its restructuring. Kroll is the claims agent. TEC is represented by PJT Partners as financial advisors and Vinson & Elkins as legal counsel. Cumulus Growth is represented by Ardea Partners and DH Capital as its investment bankers, and Gibson Dunn as legal counsel. The Consenting Noteholders are represented by Kirkland & Ellis LLP and Rothschild & Co US Inc. TALEN ENERGY: Creditor Farr Says Disclosures Insufficient --------------------------------------------------------- Paul A. Farr, a creditor and party in interest, objects to the motion of Talen Energy Supply, LLC, et al. for entry of order approving the Disclosure Statement. Farr is a participant in the Supplemental Compensation Pension Plan ("SCPP") sponsored by Talen Energy Supply, LLC ("TES"). As such, Farr is a creditor of TES. The amount and extent of Farr's claim pertaining to the SCPP is set forth in full in Proof of Claim No. 606, which was filed on July 27, 2022 (the "Farr Claim"), which is incorporated herein as if set forth in full. Farr claims that the Disclosure Statement fails to provide the SCCP participants with sufficient information to know "what it is going to get, when it is going to get it and what contingencies there are to getting its distribution." Farr points out that SCPP participants cannot determine based on the Disclosure Statement whether the SCPP will be treated like the other Pension Plans, or whether it will be, as counsel for the Debtors verbally indicated, cancelled. Farr asserts that the Disclosure Statement should clearly and unambiguously set forth the intended treatment of the SCPP so that Farr and other participants can make informed voting choices with respect to the Plan. Farr further asserts that if TES intends to cancel the SCPP, it should state so publicly so that retirees and employees otherwise entitled to receive or expecting to receive the benefits of the SCPP know they stand to receive virtually nothing under the Plan. Farr joins in any other objections to the Disclosure Statement to the extent not inconsistent herewith and hereby reserves the right to amend, supplement and/or lodge additional objections to any further amendments to the Disclosure Statement and to confirmation of the Plan. About Talen Energy Corp. Allentown, Pennsylvania-based Talen Energy Corp. is an independent power producer founded in 2015. Riverstone Holdings LLC completed its acquisition of the remaining 65% stake of Talen Energy in 2016 for $5.2 billion. Talen Energy Corporation, through subsidiary Talen Energy Supply LLC, is one of the largest competitive power generation and infrastructure companies in North America. Through subsidiary Cumulus Growth, TEC is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. On the Web: https://www.talenenergy.com/ TES owns and/or controls approximately 13,000 Megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based TES runs 18 power generation facilities, at eight of which rely on natural gas to make electricity. Talen Energy Supply, LLC, and 71 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90054) on May 9, 2022. The Hon. Marvin Isgur is the case judge. Talen Energy Corporation (TEC), its Cumulus Growth subsidiary, and TES' LMBE subsidiaries are excluded from the in-court process. TES has retained Weil Gotshal & Manges LLP as its legal advisor, Evercore as its investment banker and Alvarez & Marsal as its financial advisor for its restructuring. Kroll is the claims agent. TEC is represented by PJT Partners as financial advisors and Vinson & Elkins as legal counsel. Cumulus Growth is represented by Ardea Partners and DH Capital as its investment bankers, and Gibson Dunn as legal counsel. The Consenting Noteholders are represented by Kirkland & Ellis LLP and Rothschild & Co US Inc. TD HOLDINGS: To Acquire Controlling Interest in Shenzhen Tongdow ---------------------------------------------------------------- Shenzhen Baiyu Jucheng Data Technology Co., Ltd., a wholly-owned subsidiary of TD Holdings, Inc., and Shanghai Zhuotaitong Industry Co., Ltd, have entered into an exclusive option agreement and a ten-year exclusive business cooperation agreement which provide the Company the exclusive option to acquire a controlling interest of Shenzhen Tongdow Internet Technology Co., Ltd., an integrated service provider for an online to offline e-commerce commodities trading platform in China, and further propel the Company's global commodities trading market presence. Pursuant to the Agreements, the Company agrees to acquire 65% of the equity interests of STIT from SZIC in consideration of RMB650 million in cash. The Company also agrees to provide complete customer support, business support and related supply chain management services to STIT. The acquisition is subject to a fairness opinion and valuation report of STIT from an independent third party. Management expects the acquisition to be completed in a month. As the transaction proceeds, the Company will publicly disclose required information either through press releases or SEC filings, as appropriate. Ms. Renmei Ouyang, the chief executive officer of the Company, stated, "STIT operates China's largest non-ferrous metal trading online to offline e-commerce commodities trading platform Tongdow.com with over 30 software registration rights. This acquisition would not only allow us to expand our online e-commerce commodities trading business, but also allow us to support our customers by providing the innovative and comprehensive service. We remain committed to executing the strategic initiatives, this transaction represents important progress as we aim to build an ecosystem of digital e-commerce platforms. STIT has established a mature service network to provide fast, professional technical support and training to clients and became a leading service provider for e-commerce commodities trading in China. We are excited to work with STIT who has capacities to increase our presence on the global market. Leveraging the advantages of STIT's platform and expertise, we are looking forward to increasing our customer base, expanding our business portfolio and adding revenue resources. We believe that we are well positioned to achieve the next phase of our growth and create more value for our shareholders." About TD Holdings TD Holdings, Inc. is a service provider currently engaging in commodity trading business and supply chain service business in China. Its commodities trading business primarily involves purchasing non-ferrous metal product from upstream metal and mineral suppliers and then selling to downstream customers. Its supply chain service business primarily has served as a one-stop commodity supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading. For more information, please visit http://ir.tdglg.com. TD Holdings reported a net loss of $940,357 for the year ended Dec. 31, 2021, a net loss of $5.95 million for the year ended Dec. 31, 2020, and a net loss of $6.94 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $274.62 million in total assets, $28.26 million in total liabilities, and $246.36 million in total equity. THORCO INC: Seeks to Hire Johnson May as Legal Counsel ------------------------------------------------------ Thorco, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Johnson May, PLLC as its legal counsel. The firm's services include: a. preparation and filing of bankruptcy schedules, statement of financial affairs, and other related forms; b. attendance at all meetings of creditors, hearings, pretrial conferences, and trials or any litigation arising in connection with the Debtor's Chapter 11 case whether in state or federal court; c. preparation, filing and presentation to the bankruptcy court of any pleadings requesting relief; d. preparation, filing and presentation to the court of a disclosure statement (if required) and plan or arrangement under Chapter 11 of the Bankruptcy Code; e. review of claims made by creditors or interested parties, and the preparation and prosecution of any objections to claims as appropriate; f. preparation, filing and presentation to the court of all applications to employ and compensate bankruptcy professionals; and g. preparation and presentation of a final accounting and motion for final decree closing the bankruptcy case. The firm's hourly rates are as follows: Attorneys $195 to $375 Paralegal $95 to $175 The Debtor agreed to pay the firm $40,000 as retainer. As disclosed in court filings, Johnson May does not represent interests adverse to the Debtor and its estate. The firm can be reached through: Matthew T. Christensen, Esq. Johnson May, PLLC 199 N. Capitol Blvd., Suite 200 Boise, ID 83702 Phone: (208) 384-8588 Fax: (208) 629-2157 Email: mtc@johnsonmaylaw.com About Thorco Inc. Thorco, Inc. is classified under heavy and civil engineering construction and has been in business for more than 10 years. It is located in Kalispell, Mont. Thorco filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-90119) on July 29, 2022, listing as much as $50,000 in both assets and liabilities. Christy L. Brandon serves as Subchapter V trustee. Judge Benjamin P. Hursh oversees the case. Matt Shimanek, Esq., at Shimanek Law, PLLC is the Debtor's legal counsel. TOPS HOLDING II: Suit Over Massive Dividends Survives Dismissal Bid ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York denies the motion to dismiss the adversay proceeding entitled In re: TOPS HOLDING II CORPORATION, et al., Chapter 11, Debtors. ALAN D. HALPERIN, AS THE LITIGATION TRUSTEE FOR THE TOPS HOLDING LITIGATION TRUST, Plaintiff, v. MORGAN STANLEY INVESTMENT MANAGEMENT, INC., et al., Defendants, Adv. Pro. No. 20-08950 (Bankr. S.D.N.Y.). However, the Court grants the motion to dismiss as to (a) Count XI to the extent that it asserts any claims for breach of fiduciary duty against Defendants Gregory Josefowicz and Stacey Rauch and (b) Count XII, asserting a claim against MSIM for aiding and abetting breach of fiduciary duty. On Nov. 9, 2018, the Court confirmed Tops' joint chapter 11 plan -- which established the GUC Litigation Trust (the "Trust") for the benefit of Tops' unsecured creditors (with Alan D. Halperin, as trustee) and the Trust assets, including the causes of action based on the payment of the dividends alleged in the Complaint. The Trust asserts claims against (A) Private Equity Investors, namely: Morgan Stanley Investment Management Inc. d/b/a Morgan Stanley Private Equity and Morgan Stanley Capital Partners ("MSIM"), Morgan Stanley Capital Partners V U.S. Holdco LLC a/k/a North Haven Capital Partners V U.S. Holdco LLC ("MSCP V Holdco;" together with MSIM, "Morgan Stanley"); HSBC Equity Partners USA, L.P., HSBC Private Equity Partners II USA LP; Turbic Inc.; and Begain Company Limited; and (B) the Morgan Stanley Director Defendants, namely: Gary Matthews, Eric Kanter, Eric Fry, Gregory Josefowicz and Stacey Rauch. Among other things, the Trust seeks to avoid under New York's Debtor and Creditor Law ("NY DCL") the four dividends (the 2009, 2010, 2012, and 2013 dividends) issued to the Private Equity Investors as constructive and intentional fraudulent transfers and to recover them under section 550 of the Bankruptcy Code. The Trust also claims for damages against the Director Defendants under the NY DCL and New York common law for breach of fiduciary duty and against MSIM for aiding and abetting breach of fiduciary duty. The Trust contends that each dividend -- along with Tops' contingent pension plan liabilities, increased funded debt, and curtailed capital expenditures -- rendered Tops insolvent and insufficiently capitalized, and that Tops believed that after making each of the dividends, it would not be able to pay its debts, which included the contingent pension liabilities, as they came due. The Defendants argue that the Complaint does not identify, as required by section 544(b) of the Bankruptcy Code, a creditor holding an allowable unsecured claim on the bankruptcy petition date with the right to avoid those transfers under applicable law. The Trust alleges the Internal Revenue Service ("IRS"), specifically named in the Complaint as holding an unsecured claim against Tops on the bankruptcy petition date—at that time had the ability to avoid the 2009 and 2010 dividends under "applicable law" for purposes of section 544(b) of the Bankruptcy Code because the IRS has the benefit of a separate limitations period that would extend NY DCL 273's reach-back to the transfers. The Court agrees with the Trust that the IRS's right to avoid a taxpayer's fraudulent transfer stems from the nullum tempus doctrine, which flows from its status as a claimant, not from section 6502(a), which does not even address the IRS's time to avoid a fraudulent transfer. The Court explains that it is the IRS' status as a creditor at the time of the transfer (or as a future creditor, depending on the applicable fraudulent transfer statute) that gives it standing to avoid a fraudulent transfer, not the assessment. The Private Equity Investors argue that the dividends are safe-harbored because they were not standalone transfers, but, rather, only one element of an integrated transaction that started with the safe-harbored issuance of the private notes and concluded with the dividends. At issue here is a transaction whereby, after encumbering a privately held company's assets with privately issued debt, a handful of sophisticated private equity investors took massive dividends that, as asserted by the Complaint, left the pension plans of thousands of workers and hundreds of creditors holding the bag. The Court points out that only the veracity of that assertion—that is, whether Tops Holding II Corporation and its affiliates were insolvent or rendered insolvent by the dividends—not whether the dividends are safe-harbored, should be at issue. In its Complaint, the Trust contends that each dividend—along with Tops' contingent pension plan liabilities, increased funded debt, and curtailed capital expenditures—rendered Tops insolvent and insufficiently capitalized, and that Tops believed that after making each of the dividends, it would not be able to pay its debts, which included the contingent pension liabilities, as they came due. Thus, it is plausible that Tops was insolvent and that Tops' controlling parties understood that it would not be able to pay its debts in the foreseeable future. After having carefully reviewed the Complaint and the matters extraneous to the Complaint, the Court determines that none of the constructive fraudulent transfer claims should be denied as conclusory, self-contradictory, or implausible. The Defendants contend that the Trust lacks standing to bring its fiduciary duty and aiding and abetting breach of fiduciary claims because the Complaint does not plausibly allege that Tops was insolvent when the 2012 and 2013 dividends were made. But the Court determines that the Trust has legal standing as provided under the chapter 11 Plan—Tops assigned the breach of fiduciary duty claims asserted in the Complaint to the Trust for the benefit of creditors. Although the Complaint fails to plead MSIM's knowing participation in any breach of fiduciary duty, the Court finds that the Complaint pleads several ways in which "Morgan Stanley" had the requisite scienter in participating in or contributing to the Defendant Directors' breaches of fiduciary duty based on "Morgan Stanley's" day-to-day control of Tops. However, the Court notices that paragraph 268 of the Complaint states only that MSIM "controlled" the Director Defendants without explaining who at MSIM did so and how it did so; paragraph 270 states in a conclusory way that "MSIM knew of the Director Defendants' breaches of fiduciary duties to Tops and provided substantial assistance to those breaches;" and paragraph 270 lists some of ways MSIM provided such "substantial assistance and/or encouragement" without, again, pleading how MSIM, as opposed to MSCPV Holdco or the Morgan Stanley Director Defendants acting in such capacity (each of which had their own fiduciary duties to Tops) did so. Since this does not satisfy Fed. R. Civ. P. 8497, therefore the Court dismissed the Complaint's aiding and abetting claim against MSIM. Josefowicz and Rauch argue that the breach of fiduciary duty claims against them should be dismissed for two more reasons: (1) that they are exculpated from claims for breach of the fiduciary duty of care, and (2) the Complaint's claims against them for breach of the fiduciary duty of loyalty/duty to act in good faith are either conclusory or not plausible. The Tops Holding Corporation Certificate of Incorporation includes an exculpation provision, modelled after section 102(b)(7) of Delaware's General Corporation Law. The Court also finds that the Complaint does not allege, except in a conclusory way, that they intentionally disregarded their fiduciary obligations, a critical omission from the Trust's contention that they breached their duty of good faith. The Court concludes that the Trust's breach of fiduciary duty of care claims against Josefowicz and Rauch will not survive unless the Court finds that the Complaint has sufficiently alleged a related non-exculpated claim based on a breach of the duty of loyalty/good faith. The Trust is given 30 days from the date of the memorandum of decision to file a motion for leave to amend the Complaint. If such a motion is not filed by such date, the foregoing dismissal will be with prejudice. A full-text copy of the Memorandum of Decision dated Oct. 12, 2022, is available at https://tinyurl.com/ah5hhuas from Leagle.com. About Tops Holding II Corporation Tops Markets, LLC -- http://www.topsmarkets.com/-- is headquartered in Williamsville, NY and operates 169 full-service supermarkets with five additional by franchisees under the Tops Markets banner. Tops employs over 14,000 associates and is a full-service grocery retailer in Upstate New York, Northern Pennsylvania, and Vermont. Tops Management, led by Frank Curci, its chairman and chief executive officer, acquired Tops in December 2013 through a leveraged buyout from Morgan Stanley's private equity arm. Morgan Stanley bought the company in 2007 from the Dutch retailer now known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The Penn Traffic Company, a local chain with 64 stores. In 2012, it purchased 21 Grand Union Family Markets stores. Tops Holding II Corporation, and its subsidiaries, including Tops Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-22279) on Feb. 21, 2018, to pursue a financial restructuring that would eliminate a substantial portion of debt from the Company's balance sheet and position Tops for long-term success. The Company listed total assets of $977 million and total liabilities at $1.17 billion as of Dec. 30, 2017. The Debtors hired Weil, Gotshal & Manges LLP as their legal counsel; Hilco Real Estate, LLC as real estate advisor; Evercore Group L.L.C. as investment banker; FTI Consulting, Inc., and Michael Buenzow as chief restructuring officer; and Epiq Bankruptcy Solutions, LLC, as their claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 6, 2018. The committee tapped Morrison & Foerster LLP as its legal counsel, and Zolfo Cooper, LLC, as its financial advisor and bankruptcy consultant. TOSCA SERVICES: S&P Lowers ICR to 'B-' on Negative Free Cash Flow ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Tosca Services LLC to 'B-' from 'B'. At the same time, S&P lowered its rating on the company's first-lien term loan to 'B-' from 'B'. The '3' recovery rating is unchanged, reflecting its expectation of meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. The negative outlook reflects S&P's expectation that Tosca's FOCF will continue to be negative, and that leverage will be elevated over the next 12 months. High growth capex will result in continued negative FOCF this year. Tosca's new business wins command a relatively high level of capex (total capex was about 21% of sales for the six months ended June 30, 2022). Approximately 75% of the expenditures are attributable to new contracts, and 25% is maintenance spending. These investments are used to buy reusable plastic containers (RPCs) for new contracts, help expand its existing relationships with retailers and suppliers, and establish wash centers close to its customers. Tosca's RPCs require more investment for retailers to switch to RPCs. This year, S&P expects capex to reduce to the $75 million to $85 million range, down from last year. This figure includes growth capex for new containers and facilities for retailer and supplier contracts signed in 2022 in Italy, the U.S., and its upstream business, but could potentially go higher depending on additional new contract wins. Although the contracts were signed in 2022 and the growth capex will likely occur this year, the impact on EBITDA will likely not occur until 2023. As a result, S&P forecasts capex to remain elevated, resulting in continued negative FOCF. Consistently negative FOCF has also contributed to reliance on the company's asset-based revolving credit facility (ABL; not rated), resulting in higher leverage. S&P said, "We forecast sustained elevated leverage over the next 12 months. Due to continued supply chain issues, higher wash and freight costs, the impact for foreign currency exchange rates, and the loss of a large customer, Tosca's S&P Global Ratings-adjusted EBITDA margins deteriorated to around 20%, resulting in adjusted debt to EBITDA of about 8x for the 12 months ended June 30, 2022. Additionally, the company continues to borrow on its ABL to fund capex for newly won contracts. Tosca continues to implement pricing increases across its products while also cutting costs. We believe these actions will help improve leverage to the 6x-7x range over the next 12 months, but that continued headwinds from inflation will impede further improvement. "Tosca's leverage is well above our expectations at the time of the Polymer acquisition in 2019. The company's debt-funded acquisition of Contraload in 2020 also contributed to higher leverage. These acquisitions have expanded the company's scale and scope; however, in our view, the lag in EBITDA contributions from acquired businesses has also contributed to elevated leverage. "Despite the cost pressures, we maintain a favorable view of Tosca's end markets, particularly in this economic environment. With falling sentiment over the past 12 months, we believe consumers are more likely to shop at grocery stores and discount retailers as opposed to dining out. As Tosca caters primarily to retailers, we believe this will help demand with the company's existing customers. Customers delaying potential conversions to RPCs or additional customers losses, however, could mitigate this dynamic." A recession in 2023 could increase demand for Tosca's products. Tosca primarily caters to grocery stores and big box retailers. Therefore, S&P believes increased macroeconomic pressure on consumers could result in less dining out and more trips to the grocery store. The negative outlook reflects S&P's expectation that Tosca's FOCF will continue to be negative and leverage will be elevated over the next 12 months. S&P could lower its rating on Tosca over the next 12 months if it expects: -- Negative FOCF to remain meaningfully negative, resulting in increasing reliance on the ABL and reduced liquidity; or -- The company's capital structure will become unstainable in S&P's view, for example if continued cost pressure and negative FOCF causes leverage to weaken materially. S&P could revise the outlook on Tosca to stable if S&P expects it to generate approximately neutral to positive FOCF, while maintaining or improving leverage. ESG Credit Factors: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Tosca, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. Environmental factors are an overall neutral consideration in our credit rating analysis. Although Tosca's products are primarily made of plastic, the reusable nature of its plastic packaging containers somewhat offset environmental risks associated with the material." TOYS R US: Chapter 11 Trust Settles Lawsuit Vs. Former Executives ----------------------------------------------------------------- A Virginia bankruptcy judge entered an order Friday, October 14, 2022, approving a confidential settlement ending a suit by the litigation trust established by Toys R Us' Chapter 11 plan against a group of toy retailer's former executives. The TRU Creditor Litigation Trust, the trust created for creditors under Toys "R" Us, Inc.'s confirmed Chapter 11 plans, asked the Bankruptcy Court for approval of a settlement resolving its litigation against the Debtors' former directors and officers. Pursuant to the settlement, the insurance carriers will promptly pay the Trust an agreed amount in full and final resolution of the Trust's claims against the D&Os and insurance carriers. The settlement amount, as well as the resulting recovery by creditors as a result of the settlement, has been redacted from publicly available court filings. Since the Trust's inception upon the effective dates of the confirmed Plans in early 2019, it has diligently pursued its mandate, including the investigation and pursuit of claims against the Debtors' former directors and officers. Following years of hard-fought prosecution, as well as two separate court-ordered mediations, the parties have reached an arm's-length resolution. The Settlement permits the Trust, which was initially funded with $5 million, to provide a payout to its beneficiaries. Trust recognizes that the Debtors' pre- and post-petition creditors suffered many hundreds of millions of dollars of harm as a result of the Debtors' bankruptcy and ultimate wind-down, and the Trust had confidence that its claims were both legally and factually compelling on the merits. Regardless of the Trust's confidence in its claims, however, the inherent limitations on the Trust's ability to collect on those claims provided under the bankruptcy Plans -- limiting recoveries on claims against directors and officers to available Insurance Policies -- meant that the Trust would only be able to recover a small percentage of creditors' losses, even if its claims were ultimately successful at trial. While the Insurance Policies originally had total limits of $95 million, the available amount under those policies was eroding over time as a result of defense costs and other judgments or settlements paid by the Carriers (as defined in the Settlement Agreement). As of the date of the Settlement Agreement, the Trust has been advised by Defendants' counsel that the remaining insurance coverage available was approximately $63 million5 - with the bulk of the original coverage limits having been spent defending against the Trust's claims. Absent a settlement, the remaining coverage would be further eroded by continued defense costs through trial (currently scheduled for May 2023) and inevitable appeals potentially stretching into 2024 or beyond. About Toys "R" Us Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP served as the Debtors' legal counsel. Kutak Rock LLP served as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, served as sale process investment banker. A&G Realty Partners, LLC, served as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C., as local counsel; FTI Consulting, Inc., as financial advisor; and Moelis & Company LLC as investment banker. Grant Thornton was the monitor appointed in the CCAA case. Liquidation of Stores Toys "R" Us, Inc., on March 15, 2018, sought court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Unable to find a buyer, Moorfields Advisory Limited shut the all stores in April 2018. TRINITY STONE: Seeks Chapter 11 Bankruptcy Protection ----------------------------------------------------- Trinity Stone, Ltd., filed for chapter 11 protection in the Northern District of Indiana. According to court filings, Trinity Stone estimates $1 million to $10 million in debt to 50 to 99 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Nov. 15, 2022, at 10:30 AM at Telephonic Meeting with US Trustee Trial Attorney. Proofs of claim are due by Dec. 22, 2022. About Trinity Stone Trinity Stone, Ltd., is a general contractor in Fort Wayne, Indiana that provides industry-leading products for multi-unit, student housing, senior living and town home projects across the United States. Trinity Stone, Ltd., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 22-11094) on October 13, 2022. In the petition filed by Pamela Turner, as secretary and authorized representative, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. Douglas R. Adelsperger has been appointed as Subchapter V trustee. The Debtor is represented by Scot T. Skekloff of Haller & Colvin, PC. TROIKA MEDIA: Obtains Limited Default Waiver From Blue Torch ------------------------------------------------------------ Troika Media Group, Inc. and Blue Torch Finance LLC have entered into a limited waiver of all events of default that are continuing under the Financing Agreement dated March 21, 2022, by and among the Company, the lenders from time to time party thereto, and Blue Torch as collateral agent and administrative agent for the Lenders. The Limited Waiver will expire on Oct. 28, 2022, if not terminated earlier by Blue Torch. The Limited Waiver concerns events of default that relate to the Company's failure to satisfy certain financial and non-financial covenants under the Financing Agreement. The Company is currently engaged in good faith negotiations with Blue Torch, as agent for the Lenders, to amend the Financing Agreement and cure the events of default, although the Company cannot assure that it will be successful in doing so. If the Company is unsuccessful in renegotiating the Financing Agreement and curing the continuing events of default by the expiration of the Waiver Period, the Company intends to seek further Limited Waivers with Blue Torch, although the Company cannot assure that Blue Torch would be willing to grant additional waivers. About Troika Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- www.thetmgrp.com -- is a consumer engagement and customer acquisition consulting and solutions group based in New York and Los Angeles. Troika's expertise is in Consumer Products and Services, Entertainment and Media, Sports and Sports Betting, Financial and Professional, Education and eSports and Gaming sectors. Its clients include Apple, Hulu, Riot Games, Belvedere Vodka, Unilever, UFC, Leaf Home, AT&T, Andersen Windows, Peloton, CNN, HBO, ESPN, Wynn Resorts and Casinos, IMAX, Netflix, Sony, Yahoo, and Coca-Cola. Troika Media reported a net loss of $38.69 million for the year ended June 30, 2022, a net loss of $16 million for the year ended June 30, 2021, and a net loss of $14.45 million for the year ended June 30, 2020. TVS CONSTRUCTION: Amends Unsecured Claims Pay Details ----------------------------------------------------- TVS Construction Services, LLC, submitted a First Amended Plan of Reorganization dated Oct. 17, 2022. This Plan provides for: 1 class of secured claims; 1 class of unsecured claims; and 1 class of equity security holders. Class 2 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $12,000.00. Payments will be made in equal quarterly payments totaling $1,000.00. Payments shall commence on the fifteenth day of the month, on the first month that begins more than ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to §1191, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. This class shall be paid directly by the Debtor. -- If the Debtor defaults in making a quarterly payment and fails to cure the payment default before the following quarter's payment is due, then the Debtor shall liquidate nonexempt assets to pay the holders of allowed unsecured claims. * Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of its Disposable Income. Disposable Income shall be determined at the end of the preceding quarter. All Disposable Income on deposit, after reconciliation, in excess of the WCR shall be paid pro rata to holder of General Unsecured Claims. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on the fifteenth day of the month, on the first month that is ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. The initial estimated quarterly payment shall be $0.00; however, the Debtor may have disposable income during the life of the Plan depending on future work. This call shall be paid directly by the Debtor. -- If the Debtor defaults in making a quarterly payment and fails to cure the payment default before the following quarter's payment is due, then the Debtor shall liquidate nonexempt assets to pay the holders of allowed unsecured claims. Class 3 consists of any and all membership interests and warrants currently issued or authorized in the Debtor. This Class is Unimpaired. Holders of a Class 3 interests shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. The Debtor shall continue to exist as the Reorganized Debtor, doing business under the name TVS Construction Services, LLC. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the First Amended Plan dated October 17, 2022, is available at https://bit.ly/3eVwV9t from PacerMonitor.com at no charge. Attorney for Debtor: Jeffrey S. Ainsworth, Esquire Fla. Bar No.: 060769 F-mail: jeff@bransonlaw.com Jacob D. Flentke, Esquire, of Counsel Florida Bar No.: 25482 E-mail: jacob@bransonlaw.com BransonLaw, PLLC 1501 E. Concord Street Orlando, Florida 32803 Telephone (407) 894-6834 Fax (407) 894-8559 About TVS Construction Services TVS Construction Services, LLC is a construction company that offers clients a broad scope of services with over 25 years of combined construction experience in Metal Framing, Drywall, Acoustical Ceilings, and Insulation. Project experience ranges from single family residential construction, multi-story condominiums to interior build-outs, office buildings, academic and institutional. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02312) on June 29, 2022. In the petition signed by Terry V. Savage, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Grace E. Robson oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's counsel. TYCOON PRODUCTIONS: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------------- Tycoon Productions, LLC asks the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, for authority to use cash collateral. Specifically, the Debtor needs to use approximately $50,376 per month of cash collateral to avoid immediate and irreparable harm to the estate. The Debtor requires the use of cash collateral to pay its employees, hire contractors, maintain the business, as well as pay expenses incurred in day-today business operation. Security Plaza, LLC asserts a security interest in the Debtor's personal property, fixtures, equipment and leases to secure indebtedness of the Debtor to Security. The Debtor proposes to provide adequate protection to Security Plaza by granting a security interest in all new accounts and inventory generated by the Debtor during the chapter 11 case. At the final hearing on the motion, the Debtor requests authority to use up to $50,376 per month in cash collateral to continue its business operations. The adequate protection offered for the emergency use of cash collateral will also adequately protect Security Plaza's interest in the cash collateral used until the final hearing. A copy of the motion is available at https://bit.ly/3SbboqL from PacerMonitor.com. About Tycoon Productions LLC Tycoon Productions LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-15669) on October 13, 2022. In the petition signed by Dominique A. Hannah, owner, the Debtor disclosed up to $500,000 in both assets and liabilities. Damani K. Ingram, Esq., at The Ingram Firm, LLC, is the Debtor's counsel. ULTRA PETROLEUM: 5th Circuit Affirms $387M Make-Whole Amount ------------------------------------------------------------ In the appealed case titled In re: Ultra Petroleum Corporation; Keystone Gas Gathering, L.L.C.; Ultra Resources, Incorporated; Ultra Wyoming, Incorporated; Ultra Wyoming LGS, L.L.C.; UP Energy Corporation; UPL Pinedale, L.L.C.; UPL Three Rivers Holdings, L.L.C.; Debtors. Ultra Petroleum Corporation; Keystone Gas Gathering, L.L.C.; Ultra Resources, Incorporated; Ultra Wyoming, Incorporated; Ultra Wyoming LGS, L.L.C.; UP Energy Corporation; UPL Pinedale, L.L.C.; UPL Three Rivers Holdings, L.L.C., Appellants, v. Ad Hoc Committee of OpCo Unsecured Creditors; OpCo Noteholders; Allstate Life Insurance Company; Allstate Life Insurance Company of New York, Appellees, Case No. 21-20008, (5th Cir.), the U.S. Court of Appeals for the Fifth Circuit affirmed the judgment of the bankruptcy court's ruling requiring Ultra to pay Creditors the entire $387 million Make-Whole Amount. Ultra Petroleum Corp. and its affiliates, including its subsidiary Ultra Resources, Inc., is a family of natural gas exploration and production companies. In 2014 and 2015, a sharp decline in natural gas prices drove Ultra to insolvency and thence to the protection of Chapter 11 bankruptcy in early 2016. During the bankruptcy proceedings, the same volatile commodity prices that hurled Ultra into insolvency propelled the Debtors back into solvency. Indeed, Ultra became "massively solvent." Ultra proposed a $2.5 billion bankruptcy plan that would pay—in full and in cash—all unsecured claims, including those of its noteholders and revolving credit facility creditors. Ultra would thus pay Creditors' entire outstanding principal along with all accrued pre-petition interest at the contractual rate, plus post-petition interest at the Federal Judgment Rate. Two groups of creditors complain that the plan falls some $387 million short: they contend that they are entitled to a "Make-Whole Amount," a lump sum calculated to give them the present value of the interest payments they would have received but for Ultra's bankruptcy. These creditors further claim that they are owed post-petition interest at a contractually specified rate that is materially higher than the Federal Judgment Rate. The Parties stipulated that this dispute could be resolved after plan confirmation. Ultra created a $400 million reserve to cover the alleged shortfall, and the bankruptcy court confirmed the plan. The bankruptcy court then addressed Creditors' "impaired" status vis-à-vis the disputed amounts, concluding that Creditors remained impaired unless they were paid the full amount permitted under applicable non-bankruptcy law. Ultra appealed. The Fifth Circuit reversed and remanded to the bankruptcy court to render a decision on the issue whether the Creditors were, in fact, entitled to the disputed claims under the Bankruptcy Code's disallowance provisions—setting aside the issue of impairment. On remand, the bankruptcy court held that "the Make-Whole Amount was enforceable under New York law, and it constituted neither 'unmatured interest' nor its 'economic equivalent' for the purpose of Section 502(b)(2)." As to post-petition interest, the bankruptcy court held that "the historically rooted 'solvent-debtor exception' to the Bankruptcy Code's prohibition of unmatured interest entitled Creditors to such interest at the contractual default rate rather than the lower Federal Judgment Rate." The bankruptcy court's ruling would require Ultra to pay Creditors the entire $387 million that they sought. Ultra again appealed. The Fifth Circuit affirms the bankruptcy court's decision. The Court determines that the Bankruptcy Code disallows the Make-Whole Amount as the economic equivalent of unmatured interest. But because Congress has not clearly abrogated the solvent-debtor exception, the Court finds that it applies to this case. And the solvent-debtor exception demands that Ultra pay what it promised now that it is financially capable. Likewise, the Court holds that, given Ultra's solvency, post-petition interest is to be calculated according to the agreed-upon contractual rate. The Court agrees with Ultra that the Creditors' Make-Whole Amount is disallowed "unmatured interest" under the Bankruptcy Code. However, the Court explains that the traditional solvent-debtor exception compels payment of the Make-Whole Amount because it is a valid contractual debt under applicable state law. For similar reasons, Ultra cannot avoid payment of contractual default-rate interest in favor of the much-lower Federal Judgment Rate. The Court concludes that the Creditors are entitled to what they bargained for with this solvent debtor, and the Code does not preclude the contractual interest rate. Judge Andrew S. Oldham's dissenting opinion: "The majority correctly concludes that the Make-Whole Amount is unmatured interest in disguise. And it acknowledges that the Bankruptcy Code bars all unmatured interest. In my view, it necessarily follows that the Code bars the Make-Whole Amount. . . The Make-Whole Amount should be barred, and the creditors should recover post-petition interest only at the FEDERAL JUDGMENT rate. Neither the solvent-debtor exception's historical pedigree nor its policy underpinnings—no matter how compelling—can overcome Congress's clear, and clearer-than-ever, command on this point." A full-text copy of the Decision dated Oct. 14, 2022, is available at https://tinyurl.com/5n7ryv48 from Leagle.com. About Ultra Petroleum Ultra Petroleum Corp., an independent oil and gas company, engages in the acquisition, exploration, development, operation, and production of oil and natural gas properties. Its principal business activities are developing its natural gas reserves in the Green River Basin of southwest Wyoming, the Pinedale and Jonah fields. The company was founded in 1979 and is headquartered in Englewood, Colorado. Ultra Petroleum Corp. and its affiliates, including Ultra Resources, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32631) on May 14, 2020. The Debtor disclosed total assets of $1,450,000,000 and total debt of $2,560,000,000 as of March 31, 2020. The Hon. Marvin Isgur is the case judge. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER LLP as local bankruptcy counsel; CENTERVIEW PARTNERS LLC as investment banker; and FTI CONSULTING, INC., as financial advisor. Prime Clerk LLC is the claims agent. ULTRA PETROLEUM: Owes Creditors Extra Due to Gas-Price Increases ---------------------------------------------------------------- Michael Shapiro of Bloomberg Law reports that an oil and gas company that went from insolvent to flush with cash after a spike in natural gas prices, will have to pay its bankruptcy creditors $387 million on top of a $2.5 billion repayment plan, a divided Fifth Circuit panel ruled on Friday. Ultra Petroleum Corp. and its affiliates filed their bankruptcy petition in 2016. The companies argued that bankruptcy protections meant their outstanding debt since that time was subject to a rate set by Congress at 0.54%, as compared to higher rates in their loan contracts. Also, the company argued its bankruptcy shielded it from having to pay a substantial "make-whole amount" under one of its loan agreements. Judge Jennifer Walker Elrod of U.S. Court of Appeals for the Fifth Circuit held that an exception to normal bankruptcy law applied to Ultra and allowed for the creditors to receive the make-whole amount, which would normally be prohibited as a claim for unmatured interest. "Ultra became ultra solvent," the court wrote, "(a)nd when a debtor is able to pay its valid contractual debts, traditional doctrine says it should—bankruptcy rules notwithstanding." To reach this conclusion, the court applied the "solvent-debtor exception," which it traced to three centuries of English and American bankruptcy law. Though Ultra argued the exception was done away with with the 1978 Bankruptcy Code, the court disagreed, saying that Congress did not provide an "unmistakably clear" statement that the exception was no longer in force, as would have been required. As to the interest payments on the debt, the court also disagreed with Ultra that it could pay the Federal Judgment Rate of 0.54% rather than a much higher default rate specified in its loan agreements. The court said the bankruptcy code does not limit payments from solvent debtors like Ultra to the federal rate, but that the rate operates instead as a floor for interest repayment. And it wrote that "as a matter of equity," creditors are entitled to higher rates set out in their contracts "when a solvent debtor is fully capable of paying up." Judge Elrod's opinion affirmed the judgment of the US Bankruptcy Court for the Southern District of Texas. She was joined by Judge E. Grady Jolly. Judge Andrew S. Oldham dissented and said Congress put out a "clearer-than-ever command" with the 1978 Bankruptcy Code that the payments sought by Ultra's creditors were barred, regardless of whether a debtor made a recovery to solvency during the bankruptcy process. Clement & Murphy PLLC and Kirkland & Ellis LLP represented Ultra and its affiliates. Friedman Kaplan Seiler & Adelman LLP; Milbank LLP; Kramer Levin Naftalis & Frankel LLP; Norton Rose Fulbright US LLP; Morgan, Lewis & Bockius LLP; Akin Gump Strauss Hauer & Feld LLP; and Eversheds Sutherland (US) LLP represented the creditors. The case is In re Ultra Petroleum Corp., 5th Cir., 21-20008, 10/14/22. About Ultra Petroleum Ultra Petroleum Corp., an independent oil and gas company, engages in the acquisition, exploration, development, operation, and production of oil and natural gas properties. Its principal business activities are developing its natural gas reserves in the Green River Basin of southwest Wyoming, the Pinedale and Jonah fields. The company was founded in 1979 and is headquartered in Englewood, Colorado. Ultra Petroleum Corp. and its affiliates, including Ultra Resources, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32631) on May 14, 2020. The Debtor disclosed total assets of $1,450,000,000 and total debt of $2,560,000,000 as of March 31, 2020. The Hon. Marvin Isgur is the case judge. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER LLP as local bankruptcy counsel; CENTERVIEW PARTNERS LLC as investment banker; and FTI CONSULTING, INC., as financial advisor. Prime Clerk LLC is the claims agent. UNIVERSAL REHEARSAL: Case Summary & 11 Unsecured Creditors ---------------------------------------------------------- Debtor: Universal Rehearsal Partners, Ltd. 9150 Markville Dr. Dallas, TX 75243 Chapter 11 Petition Date: October 21, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-31966 Debtor's Counsel: John J. Kane, Esq. KANE RUSSELL COLEMAN LOGAN PC 901 Main Street, Suite 5200 Dallas, TX 75202 Tel: 214-777-4200 Fax: 214-777-4299 Email: jkane@krcl.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Marcus Morriss, managing member of general partner. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FJ2FKRA/Universal_Rehearsal_Partners_Ltd__txnbke-22-31966__0001.0.pdf?mcid=tGE4TAMA VICTORY BUYER: S&P Downgrades ICR to 'CCC+', Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on New York-based elevator parts manufacturer Victory Buyer LLC (d/b/a Vantage) to 'CCC+' from 'B-'. At the same time, S&P lowered its rating on the company's senior secured first-lien credit facilities to 'CCC+' from 'B-'. The recovery rating remains '3'. S&P said, "The negative outlook reflects our view that there is at least a 1-in-3 likelihood we could lower our ratings on Vantage if liquidity weakens significantly or we believe a specific default scenario is likely over the next 12 months. "We expect Vantage's credit metrics to remain weak over the next few quarters, with S&P Global Ratings-adjusted debt to EBITDA over 10x. "The company's leverage metrics were high at the time of the initial rating, but we expected moderate sales growth and improved profitability to substantially reduce leverage. As a result of prolonged inflation and supply chain constraints, however, performance and credit measures have not strengthened. As of the second quarter of 2022, S&P Global Ratings-adjusted margins have declined significantly. Due to the rising costs, Vantage raised prices twice during the last year and a half. This only partially offset the increase in material and labor costs. While potential additional price increases will help gross margins, we believe it is unlikely they will return to historical levels over the short term. Also, branches of large manufacturers represent a sizable percentage of Vantage's customer base. Given Vantage's relatively small scale, we believe Vantage could have difficulty passing along price increases. "Given the critical nature of many of its products for a functioning elevator, as well as elevator safety codes, we believe there will continue to be good demand for parts and services. We believe, however, that the increasing possibility of a recession over the next 12 months could cause Vantage's customers to delay certain modernization projects. Therefore, we expect Vantage to continue to operate with sustained elevated leverage, with S&P Global Ratings-adjusted debt to EBITDA above 10x in the next few quarters. Furthermore, we expect funds from operations (FFO) to adjusted debt in the slightly negative to slightly positive range in 2022 with potential for further downside if interest rates continue to rise. We view these credit metrics as unsustainable and view the capital structure as unsustainable in the long term absent a favorable development in business conditions." Despite minimal FFO generation, S&P's liquidity assessment remains adequate. Although S&P expects Vantage to generate negative S&P Global Ratings-adjusted free cash flow over the next few quarters, the company has no near-term debt maturities, and its liquidity sources exceed uses by more than 3x. As of June 30, 2022, the company had $11.8 million cash on hand and $70 million available under its revolving credit facility. However, if revenue and EBITDA compress more than we expect, this could drive further negative free cash flow, increase dependence on the revolving credit facility, and raise leverage. Furthermore, as interest rates continue to rise, S&P believes interest expense will consume a substantial portion of the company's S&P Global Ratings-adjusted EBITDA. S&P said, "The negative outlook on Vantage reflects the possibility that we could lower the rating if we envision a specific default scenario over the next 12 months. Specifically, this could occur if we believe the company will maintain elevated leverage and liquidity weakens significantly. In our view, the company depends on favorable business and economic conditions to meet its financial obligations over the long term." S&P could lower its rating on Vantage if: -- Liquidity deteriorates materially due to significantly negative FOCF or reduced access to the revolving credit facility; or -- S&P envisions a default or distressed exchange in the next 12 months. S&P could revise the outlook on Vantage to stable if: -- Profitability improves materially, sustaining improved leverage; and -- It maintains adequate liquidity and sufficient cushion to its covenants. ESG credit indicators: E-2, S-2, G-3 Governance factors are a moderately negative consideration in our credit rating analysis of Victory Buyer, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. VIDEO DISPLAY: Posts $65K Net Income in Second Quarter ------------------------------------------------------ Video Display Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $65,000 on $1.97 million of net sales for the three months ended Aug. 31, 2022, compared to net income of $164,000 on $1.90 million of net sales for the three months ended Aug. 31, 2021. For the six months ended Aug. 31, 2022, the Company recorded net loss of $230,000 on $4.81 million of net sales compared to net loss of $581,000 on $3.76 million of net sales for the six months ended Aug. 31, 2021. As of Aug. 31, 2022, the Company had $7.49 million in total assets, $6.01 million in total liabilities, and $1.48 million in total shareholders' equity. The Company said it reported a net loss and a decrease in working capital for the six-month period ending Aug. 31, 2022 primarily due to insufficient revenues in the Company. The Company also had a decrease in liquid assets for the six month period primarily as a result of the lack of revenue. The Company has sustained losses for the last three of five fiscal years and has seen overall a decline in working capital and liquid assets during this five -year period. Annual losses over this time are due to a combination of decreasing revenues across the divisions without a commensurate reduction of expenses. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/758743/000119312522263460/d403080d10q.htm About Video Display Headquartered in Cocoa, Florida, Video Display Corporation manufactures and distributes a wide range of display devices, encompassing, among others, industrial, military, medical, and simulation display solutions. Video Display reported a net loss of $2.56 million for the year ended Feb. 28, 2022. Peachtree Corners, Georgia-based Hancock Askew & Co., LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated May 31, 2022, citing that the Company has historically reported net losses or breakeven results long with reporting low levels of working capital. These conditions raise substantial doubt about the Company's ability to continue as a going concern. VISION DEMOLITION: Seeks Cash Collateral Access ----------------------------------------------- Vision Demolition and Excavating, LLC asks the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, for authority to use cash collateral. The Debtor urgently needs working capital to continue its ordinary course business operations. Commercial Credit Group is the senior perfected secured creditor having an interest in all of the Debtor's assets to secure an obligation of approximately $600,000. The Debtor says the debt to CCG exceeds the value of the collateral available. Cash collateral in this case is limited to cash of approximately $121,000 and a receivable secured by a mechanic's lien in the face amount of $150,000. A copy of the Debtor's motion is available at https://bit.ly/3TutFR4 from PacerMonitor.com. About Vision Demolition and Excavating, LLC Vision Demolition and Excavating, LLC is an excavating contractor specializing in both residential and commercial projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-04156) on October 17, 2022. In the petition signed by Stacy Payne Miller, president, the Debtor disclosed $818,300 in assets and $1,060,830 in liabilities. Judge Jeffrey J. Graham oversees the case. KC Cohen, Esq., at KC Cohen, Lawyer, PC, is the Debtor's legal counsel. VITAL PHARMACEUTICALS: $454MM DIP Loan from Truist Has Interim OK ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, authorized Vital Pharmaceuticals, Inc. and affiliates to use cash collateral and obtain postpetition financing. The Debtors obtained senior secured postpetition financing of up to an aggregate outstanding principal amount of $34,000,000 on a super-priority basis pursuant to the terms and conditions of the Superpriority Secured Debtor-in-Possession Credit Agreement by and among the Borrowers, the Guarantors, Truist Bank, as administrative agent for and on behalf of the lenders party thereto, and the DIP Lenders. The DIP Lenders have agreed to extend: * during the interim period, pending entry of the Final Order, up to $34,000,000 in accordance with the DIP Credit Agreement and the Interim Order; and * upon entry of the Final Order, total advances in an amount not to exceed a maximum outstanding principal amount of $454,770,202. The Debtors have an immediate and critical need to use Cash Collateral and obtain credit on an interim basis to, among other things, administer and preserve the value of their estates. The DIP Loan Commitment would terminate on the earliest to occur of: a. the expiration of the so-called Remedies Notice Period or b. the termination of the DIP Credit Agreement in accordance with the terms of the Interim Order or the DIP Documents. The Debtors' authority to borrow and obtain other credit accommodations from the DIP Agent and the DIP Lenders pursuant to the terms of the Interim Order and the DIP Documents will terminate automatically without any application, motion or notice to, hearing before, or order of the Court, and all DIP Obligations will be immediately due and payable, all commitments to extend credit under the DIP Facility will terminate, and the DIP Agent, in its discretion or at the direction of the Requisite DIP Lenders, or the Prepetition Agent, in its discretion or at the direction of the Requisite Prepetition Lenders, may declare that the Debtors' authority to use cash collateral has ceased or is restricted. Upon the occurrence and during the continuance of a Termination Event, and during the pendency of any Remedies Notice Period, the DIP Lenders will have no further obligation to provide financing under the DIP Documents. It will be a Termination Event if the Debtors fail to adhere to any of the following milestones with respect to the refinance of the DIP Obligations and Prepetition Obligations and/or the sale of all or substantially all of their assets: a. Within 105 days of the Petition Date, (x) deliver to the DIP Agent and Prepetition Agent fully executed and bona fide commitment papers, from a third party investor with the financial wherewithal to consummate the transaction, in respect of a credit facility, equity investment, or other investment or financing that would, upon closing, provide for the payment in full in cash of the DIP Obligations and Prepetition Obligations; or (y) have filed a bid procedures motion in form and content reasonably acceptable to the DIP Agent and the Prepetition Agent seeking authority to (A) designate a "stalking horse" reasonably acceptable to the DIP Agent and the Prepetition Agent, (B) establish bidding procedures and (C) set a date for an auction within 75 days thereafter; provided that if the Debtors have obtained fully executed commitment papers for Acceptable Financing and after the Transaction Milestone such commitment is terminated or rescinded, then the Debtors would promptly, and in any event within 14 days thereafter, file the Bid Procedures Motion; b. Within 30 days after filing the Bid Procedures Motion, have obtained an order in form and content reasonably acceptable to the DIP Agent and the Prepetition Agent approving the Bid Procedures Motion; and c. In the event that a Bid Procedures Motion has been filed, have consummated a Sale Transaction consistent with the Bid Procedures Motion no later than 14 days prior to the outside date set forth in clause (d) of the definition of "DIP Facility Maturity Date" in the DIP Credit Agreement. Debtor Vital Pharmaceuticals as borrower, certain of its subsidiaries and affiliates as guarantors, the lenders from time-to-time party thereto, and Truist Bank as administrative agent and issuing bank, are parties to an Amended and Restated Revolving Credit and Term Loan Agreement, dated as of August 14, 2020. The Credit Agreement provides two separate credit facilities, each maturing on August 14, 2025: (a) a revolving credit facility and (b) a term loan. As of the Petition Date, the Prepetition Lenders are owed on account of the Prepetition Loans: * $240,000,000 in revolving loan principal obligations, * $104,190,218 in term loan principal obligations, * $6,349,912 in respect of unpaid interest accrued through October 9, 2022, * $4,188,188 in respect of unpaid forbearance fees accrued through October 9, 2022, and * $41,883 in respect of unpaid commitment fees accrued through October 9, 2022. As adequate protection of: (a) the interests of the Prepetition Secured Parties in the Prepetition Collateral against any Diminution in Value of the interests in the Prepetition Collateral, the Debtors grant to the Prepetition Agent, for the benefit of itself and the other Prepetition Secured Parties, continuing valid, binding, enforceable and perfected postpetition security interests in and liens on all of the Debtors' assets; and (b) the interests of the holders of mechanics' liens and/or materialmen's liens arising under applicable Arizona law against any Diminution in Value of the Arizona Mechanics' Lienholders' interest, if any, in the real property of Debtor JHO Real Estate Investment, LLC located at 1635 S. 43rd Avenue, Phoenix, AZ 85009, the Debtors grant to the Arizona Mechanics' Lienholders continuing valid, binding, enforceable and perfected postpetition security interests in and liens on the DIP Collateral. The Adequate Protection Liens will be senior to all other security interests in, liens on, or claims against any of the Debtors' assets. As between the Prepetition Secured Parties Adequate Protection Liens and the Arizona Mechanic's Lienholders Adequate Protection Liens, the Prepetition Secured Parties Adequate Protection Liens will be senior. As further adequate protection of the interests of: (a) the Prepetition Secured Parties in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the Prepetition Agent, on behalf of itself and the other Prepetition Secured Parties, is to be granted, as and to the extent provided by section 507(b) of the Bankruptcy Code, an allowed superpriority administrative expense claim in each of the Cases and any Successor Cases; and (b) the Arizona Mechanics' Lienholders against any decrease in the value of the Arizona Mechanics' Lienholders' interest, if any, in the Arizona Real Property, the Arizona Mechanics' Lienholders is to be granted, as and to the extent provided by section 507(b) of the Bankruptcy Code, an allowed super-priority administrative expense claim in each of the Cases and any Successor Cases. A final hearing on the matter is set for November 9, 2022 at 10 a.m. A copy of the order is available at https://bit.ly/3CLwS8c from PacerMonitor.com. About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., d/b/a Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped LATHAM & WATKINS LLP as general bankruptcy counsel; BERGER SINGERMAN LLP as co-bankruptcy counsel; HURON CONSULTING GROUP INC., as financial advisor; and ROTHSCHILD & CO US INC. as investment banker. STRETTO is the claims agent. VOYAGER DIGITAL: Creditors Oppose Immunity for Execs. ----------------------------------------------------- Jeremy Hill of Bloomberg News reports that Voyager Digital Ltd. creditors are taking issue with plans to provide the crypto lender's directors and officers with immunity from lawsuits tied to its descent into bankruptcy. The company's pending sale to crypto exchange giant FTX appears to be conditioned on Voyager's top executives being afforded "broad releases" from lawsuits, protecting those "principally responsible" for the firm's financial problems, lawyers for Voyager's official committee of unsecured creditors said in court papers filed Wednesday, October 12, 2022. An investigation by the creditors into the circumstances around Voyager's bankruptcy revealed "sobering" findings, but the releases would prevent claims against the directors and officers in question from being pursued, according to the creditor group. Details of the investigation are redacted from the bankruptcy court filings. This leaves the creditors with a "Hobson's choice" -- either support the protections to quickly get the sale to FTX over the finish line, or risk costly delays as the Chapter 11 proceedings turn into a "morass of litigation," wrote the lawyers. Two members of Voyager's board of directors are also investigating the run-up to the bankruptcy, including the loan to now-defunct hedge fund Three Arrows Capital that weighed heavily on the company. If those board members conclude that certain Voyager executives could or should be sued, those people would be excluded from the proposed releases, court papers show. Voyager should be forced to better explain the need for protecting the executives, the creditor group argues. Lawsuits against them, if successful, could help get Voyager users more of their money back. A representative for Voyager declined to comment. About Voyager Digital Holdings Based in Toronto, Canada, Voyager Digital Holdings Inc. -- https://www.investvoyager.com/ -- runs a cryptocurrency platform. Voyager claims to offer a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions for both consumers and merchants around the globe. Voyager Digital Holdings Inc. and two affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10943) on July 5, 2022. In the petition filed by Stephen Ehrlich, as chief executive officer, the Debtor estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Consello Group as strategic financial advisor. Stretto, Inc., is the claims agent. WESLEY WOODS: Fitch Affirms 'BB+' Rating on $15.5MM 2021 Bonds -------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on $15.5 million series 2021 revenue bonds issued by the Residential Care Facilities Authority for the Elderly of Coweta County on behalf of Wesley Woods of Newnan-Peachtree City, Inc., GA (Wesley Woods). Fitch has also affirmed Wesley Woods' Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. SECURITY The bonds are secured by a first mortgage lien, a pledge of gross revenues and a debt service reserve fund (DSRF). ANALYTICAL CONCLUSION The 'BB+' rating primarily reflects Wesley Woods' thin but resilient financial cushion and narrow operations, which renders it susceptible to operating pressure during the economic volatility assumed in Fitch's stress case scenario. A rating at the higher end of Fitch's 'BB' category is supported not only by Wesley Woods' strong maximum annual debt service (MADS) coverage, but also by a solid market position and competitive advantage as the only life plan community (LPC) in its primary market area (PMA). In combination with its type-B (modified fee-for-service) contract mix, Wesley Woods' competitive positioning supports stable demand and solid operations, consistent with midrange assessments of its revenue defensibility and operating risk. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Single-Site LPC with Very Limited Competition Wesley Woods maintains a solid market position and competitive advantage as the only LPC in its PMA. Wesley Woods' independent living unit (ILU) occupancy averaged an adequate 86% in FY 2018-2022. Due to the challenges of the coronavirus pandemic, its ILU occupancy averaged about 79% in FY 2021, but this recovered as expected at Fitch's last review to 84.1% in FY 2022. Wesley Woods' PMA is characterized by favorable demographic and economic indicators, and its entrance and monthly service fees are highly affordable. During FY 2022, a pressure-reducing valve failure in Wesley Woods' water main caused a flood in the community's Plaza area, disrupting sales activity in its assisted living units (ALUs), which negatively impacted resident transfer into skilled nursing facility (SNF) and, by extension, SNF occupancy, which dropped to an average 78.8% in FY 2022 from 87.2% in FY 2021. Under Georgia law, Wesley Woods only admits internal residents from the LPC to its SNF. Management reports that the construction phase of the flood remediation project has ended, residents have begun to re-occupy the affected units and current SNF occupancy has improved to 90%. Operating Risk: 'bbb' Midrange Operating Risk Wesley Woods' operating performance is solid and consistent with Fitch's expectations for a type-B LPC. Its net operating margin (NOM) averaged a strong 17.9% in FY 2018-2022, while its operating ratio and NOM-adjusted have trended more midrange, averaging 92.6% and 26.6%, respectively, over the same period. Wesley Woods' operating ratio was 94.1% in FY 2022, which was somewhat weak compared to its historical average due to the challenges related to SNF occupancy. However, revenues in the unaudited period do not include approximately $162,000 in business interruption insurance proceeds that Wesley Woods expects to receive to mitigate the revenue disruption from the flood. Because Wesley Woods only admits internal residents from the community to its skilled care units, its healthcare payor mix is 100% private pay, which Fitch views favorably as the community is not exposed to governmental reimbursement risk. Wesley Woods' average age of plant was somewhat high at 15.9 years as of FY 2022. However, its capex averaged about 76.7% of depreciation in FY 2018-2021, which Fitch believes is adequate for Wesley Woods to maintain its demand profile, in light of the lack of meaningful competition in its market area. Wesley Woods' MADS is approximately $1.0 million following the series 2021 transaction, an approximately $250,000 savings off its previous MADS. The community's resultant capital-related metrics are solidly midrange with average revenue-only MADS coverage of 1.8x, MADS at 11.4% of revenues and debt-to-net available of 5.9x in FY 2018-2022. Wesley Woods' most recent largescale capital project was the construction of 10 new ILU cottages, which were completed in FY 2022. Cottage construction was funded with new entrance fees collected on the units and did not begin until after a unit had been presold. As such, these projects do not represent fill-up risk and are not additive to Wesley Woods' operating risk. Other capex budgeted for FY 2023 includes routine maintenance items and refurbishment of existing ILUs and healthcare units. In February 2021, Wesley Woods completed a site study to add up to 60 brownstone type apartments and possibly a memory care greenhouse project on a vacant plot of land. Fitch has not incorporated this project into the assessment of Wesley Woods' operating risk, as these plans are preliminary and are expected to occur outside of Fitch's forward-looking scenario timeframe. Financial Profile: 'bb' Modest Financial Cushion As of FYE 2022, Wesley Woods had unrestricted cash and investments of about $7.0 million, including an approximately $2.2 million debt service reserve fund (DSRF), representing a modest 42.6% of its adjusted debt. Wesley Woods' unrestricted cash and investments declined in FY 2022 from about $9.0 million in FY 2021, due to the operating challenges in the ALU/SNF and financial market volatility. Wesley Woods' adjusted debt includes only the series 2021 bonds. In FY 2022, Wesley Woods repaid a $1 million subordinate loan payable to Wesley Woods Senior Living, which was expected at Fitch's last review. Wesley Woods had no debt equivalents, adequate 213 days cash on hand and robust 3.4x MADS coverage at FYE 2022. Fitch's calculation of Wesley Woods' adjusted debt does not incorporate any assumptions about the potential for future borrowing to finance the brownstone project. Absent commensurate growth in its unrestricted cash position, Wesley Woods has no capacity for additional debt at the current rating. Fitch's base case scenario indicates Wesley Woods' key leverage metrics will show moderate growth, but remain largely consistent with its current financial profile, given Fitch's midrange revenue defensibility and operating risk assessments. Fitch's stress case scenario illustrates that Wesley Woods is susceptible to operating pressure during a period of economic volatility, given its limited cash cushion and narrow operations. Although its asset allocation is conservative, Wesley Woods' cash-to-adjusted debt remains below 45% throughout most of Fitch's stress case scenario. This is consistent with a 'bb' assessment of its financial profile, given Fitch's midrange assessments of Wesley Woods' revenue defensibility and operating risk. Wesley Woods' MADS coverage recovers to a sustained level over 3.0x in Fitch's stress case, supporting a rating at the higher end of the 'BB' category. Asymmetric Additional Risk Considerations No asymmetric risk considerations are relevant to the rating. Wesley Woods named Brandon Valasek as its new Chief Financial Officer (CFO) in December 2021. Mr. Valasek was previously the Director of Finance and Accounting at Concordia Lutheran Ministries, an LPC in Pittsburgh. The outgoing CFO has been with Wesley Woods since 2009 and remains there as its controller, which Fitch believes will help ensure a smooth transition to new leadership. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch's rating is based upon expectations that Wesley Woods will continue to improve its ILU occupancy from recent lows and to grow its unrestricted liquidity position from stressed levels in FY 2022. Any deviation from this expected trajectory, especially if it results in a weakening in MADS coverage to sustained levels below 2.5x would pressure the rating. - Wesley Woods has no additional debt capacity at the current rating, given its very thin cash cushion. Any additional borrowing or other sustained deterioration in its cash-to-adjusted debt or MADS coverage levels would pressure the rating. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Growth in Wesley Woods' liquidity position, with cash-to-adjusted debt levels that approach sustained levels of 60% throughout Fitch's stress case scenario. CREDIT PROFILE Organized in 1992, Wesley Woods is located on a 54-acre site in Newnan, Coweta County, Georgia. The community currently consists of 84 ILU apartments, 20 ILU cottages and a healthcare center comprised of eight memory care units (MCUs), 37 ALUs and 23 SNF beds. Wesley Woods' total operating revenues were approximately $9.0 million in FY22 (FYE Aug. 31, unaudited). Wesley Woods is a controlled affiliate of Wesley Woods Senior Living, Inc., a Georgia not-for-profit corporation, which acts as the controlling entity for certain affiliated entities, including the Foundation of Wesley Woods, Inc., Wesley Woods of Athens, Inc., Wesley Mountain Village, Inc., Wesley Woods Management Corporation, Inc. and Wesley Homes, Inc. Wesley Woods of Newnan-Peachtree City, Inc. is the only member of the obligated group. 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 ----------- ------ ----- Wesley Woods of Newnan- Peachtree City, Inc. (GA) LT IDR BB+ Affirmed BB+ Wesley Woods of Newnan-Peachtree City, Inc. (GA) /General Revenues/1 LT LT BB+ Affirmed BB+ [*] Daniel Larsen Joins Getzler Henrich & Associates as Director ---------------------------------------------------------------- Getzler Henrich & Associates announced the addition of Daniel Larsen as Director. Mr. Larsen is a financial advisor focusing on middle-market turnarounds, restructurings, and bankruptcies. He will be based in the New York office. "We are pleased to welcome Daniel to Getzler Henrich," shared Joel Getzler, co-chair at Getzler Henrich & Associates. "His background and experience make him a fantastic addition to the team. Daniel's involvement in turnaround and restructuring, and his knowledge of the middle-market management field is a great asset to Getzler Henrich." Mr. Larsen has worked on both debtor and creditor side engagements with experience in several industries, including financial institutions, restaurants, construction, gaming, retail, media and entertainment, and manufacturing. He possesses a broad set of skills to advise companies on operational, financial, and strategic matters, with expertise in financial modeling, liquidity management, business planning, and diligence. Before joining Getzler Henrich, Mr. Larsen worked at middle-market management consulting firms focusing on turnarounds, performance improvement, and interim management. Before his distressed advisory work, he worked at Citigroup. He began his career at Morgan Stanley supporting an investment management team. Daniel graduated summa cum laude from Iona College with a B.S. in Business and holds an MBA from Cornell University. About Getzler Henrich & Associates Founded in 1968, Getzler Henrich & Associates is one of the oldest and most respected names in middle-market corporate restructuring. Getzler Henrich & Associates effectively navigate the challenges confronting underperforming, stressed and distressed businesses, and/or their equity investors and creditors. As a pioneer in the turnaround and restructuring space, they are tuned in to the objectives and sensitivities of all parties and help companies identify and work toward the best solutions. Getzler Henrich provides a full array of turnaround, workout, crisis and interim management, corporate restructuring, bankruptcy, financial advisory, and distressed M&A services. [^] BOND PRICING: For the Week from October 17 to 21, 2022 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Ahern Rentals Inc AHEREN 7.375 69.922 5/15/2023 Ahern Rentals Inc AHEREN 7.375 69.821 5/15/2023 Air Methods Corp AIRM 8.000 49.715 5/15/2025 Air Methods Corp AIRM 8.000 49.643 5/15/2025 Audacy Capital Corp CBSR 6.500 30.317 05/01/2027 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 Corp BAC 2.936 91.536 12/10/2058 Bed Bath & Beyond Inc BBBY 3.749 27.028 08/01/2024 Bed Bath & Beyond Inc BBBY 5.165 12.083 08/01/2044 Bed Bath & Beyond Inc BBBY 4.915 11.800 08/01/2034 Buckeye Partners LP BPL 6.375 78.687 1/22/2078 Buffalo Thunder Development Authority BUFLO 11.000 54.715 12/09/2022 Citigroup Global Markets Holdings Inc/United States C 7.500 77.570 4/26/2032 Clovis Oncology Inc CLVS 4.500 57.618 08/01/2024 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 21.906 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 6.065 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 21.563 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 6.414 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 21.090 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 7.013 8/15/2026 Diebold Nixdorf Inc DBD 8.500 50.209 4/15/2024 Emerson Electric Co EMR 2.780 95.017 11/27/2040 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 83.500 N/A Envision Healthcare EVHC 8.750 30.640 10/15/2026 Envision Healthcare EVHC 8.750 31.737 10/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 28.502 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 65.288 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 28.761 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 65.288 7/15/2023 Federal Home Loan Banks FHLB 2.025 99.375 10/28/2022 Federal Home Loan Banks FHLB 0.325 99.333 10/28/2022 GNC Holdings Inc GNC 1.500 0.867 8/15/2020 GTT Communications GTTN 7.875 7.048 12/31/2024 GTT Communications GTTN 7.875 6.750 12/31/2024 General Electric Co GE 4.200 79.780 N/A Goldman Sachs Group GS 5.000 92.198 N/A Hyatt Hotels Corp H 3.375 98.436 7/15/2023 ION Geophysical Corp IO 8.000 11.000 12/15/2025 Lannett Co Inc LCI 7.750 27.944 4/15/2026 Lannett Co Inc LCI 4.500 29.424 10/01/2026 Lannett Co Inc LCI 7.750 27.869 4/15/2026 Lightning eMotors ZEV 7.500 64.000 5/15/2024 Lumen Technologies LUMN 6.750 101.616 12/01/2023 MAI Holdings Inc MAIHLD 9.500 30.098 06/01/2023 MAI Holdings Inc MAIHLD 9.500 30.098 06/01/2023 MAI Holdings Inc MAIHLD 9.500 30.098 06/01/2023 MBIA Insurance Corp MBI 15.339 11.382 1/15/2033 MBIA Insurance Corp MBI 15.618 11.382 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 95.000 10/01/2023 Macy's Retail Holdings LLC M 6.700 85.796 7/15/2034 Morgan Stanley MS 1.800 65.166 8/27/2036 National CineMedia NATCIN 5.750 7.167 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 40.572 8/15/2023 Peninsula Pacific Entertainment LLC / Peninsula Pacific Entertainment Finance In PENIPA 8.500 107.237 11/15/2027 Peninsula Pacific Entertainment LLC / Peninsula Pacific Entertainment Finance In PENIPA 8.500 107.273 11/15/2027 Plains All American Pipeline LP PAA 6.125 82.625 N/A Quotient Technology QUOT 1.750 94.803 12/01/2022 Realogy Group LLC / Realogy Co- Issuer Corp HOUS 4.875 98.051 06/01/2023 Renco Metals Inc RENCO 11.500 24.875 07/01/2003 RumbleON Inc RMBL 6.750 41.103 01/01/2025 Sears Holdings Corp SHLD 8.000 1.050 12/15/2019 Sears Holdings Corp SHLD 6.625 6.500 10/15/2018 Sears Holdings Corp SHLD 6.625 5.368 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 1.500 10/15/2027 Sears Roebuck Acceptance Corp SHLD 7.000 1.879 06/01/2032 Sears Roebuck Acceptance Corp SHLD 6.500 2.000 12/01/2028 Sears Roebuck Acceptance Corp SHLD 6.750 2.446 1/15/2028 Shift Technologies SFT 4.750 20.350 5/15/2026 TPC Group Inc TPCG 10.500 52.794 08/01/2024 TPC Group Inc TPCG 10.500 52.794 08/01/2024 TerraVia Holdings TVIA 5.000 4.644 10/01/2019 UpHealth Inc UPH 6.250 31.500 6/15/2026 Vroom Inc VRM 0.750 32.250 07/01/2026 Wesco Aircraft Holdings Inc WAIR 13.125 29.971 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 51.309 11/15/2024 Wesco Aircraft Holdings Inc WAIR 13.125 29.971 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 52.305 11/15/2024 Wilton Re Finance LLC WILTON 5.875 87.533 3/30/2033 Wilton Re Finance LLC WILTON 5.875 87.533 3/30/2033 Wilton Re Finance LLC WILTON 5.875 87.533 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 ***