/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/221028.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, October 28, 2022, Vol. 26, No. 300 Headlines ADLI LAW: Unsecureds Will Get 8.5 Cents on Dollar in Plan ADVANCED REIMBURSEMENT: U.S. Trustee Unable to Appoint Committee AEARO TECHNOLOGIES: US Watchdog Wants Kirkland & Ellis Out of Case APHEX BIOCLEANSE: Court OKs Appointment of Chapter 11 Trustee ATLANTA WEST: Wins Cash Collateral Access Thru Nov 17 BENJAMIN EYE CARE: Court OKs Cash Collateral Access Thru Dec 31 BIOPLAN USA: S&P Downgrades ICR to 'CCC', Outlook Negative BLUEPRINT INVESTMENT: Files Amendment to Disclosure Statement BOISE CASCADE: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable CARDINAL PARENT: S&P Alters Outlook to Negative, Affirms 'B-' ICR CATSKILL CASE STUDY: Committee Taps Ruskin as Legal Counsel CELSIUS NETWORK: Must Adhere to Contract, Says Core Scientific CELSIUS: Customers to Fight Investors for Money From Mining Rigs CHANDRA CORPORATION: Suit v. Atashi Jewels Stayed CHARGING GRIZZLY: Seeks Approval to Hire Fellers as Legal Counsel CHERRY MAN: Wins Continued Cash Collateral Access CLAIRMONT PLACE: No Decline in Resident Care, 5th PCO Report Says CLUB 121: Case Summary & Two Unsecured Creditors CM RESORT: $3.6M Sale to CM Capital to Fund Plan Payments CORE SCIENTIFIC: Skips Loan Payments, Taps Weil and PJT CROWN COMMERCIAL: Wins Cash Collateral Access CUREPOINT LLC: Court OKs Appointment of Chapter 11 Trustee CUSTOM ALLOY: Court OKs Interim Cash Collateral Access DATG PIZZERIA: Gets Interim OK to Hire Furr Cohen as Legal Counsel DIXWELL PHARMACY: Court OKs Cash Collateral Access on Final Basis ELEVATED CONSTRUCTION: Seeks Chapter 11 to Keep Business Alive ENDO INT'L: Gets Court Approval to Use Cash After Creditors' Deal ESJ TOWERS: Committee Taps Dage Consulting as Financial Advisor EXPRESSJET AIRLINES: Recovery for Unsecureds Still to Be Determined FAIRFIELD HARBOURSIDE: Gets Court OK to Hire Special Counsel FIRST GUARANTY: Fannie Mae Says Sales Motion Too Unclear FREE SPEECH: Pushes Bankruptcy Plan Deadline to January 2023 FREE SPEECH: Trustee Taps Jackson Walker as Bankruptcy Counsel FREE SPEECH: Wins Interim Cash Collateral Access GAGE'S Granite: Case Summary & 20 Largest Unsecured Creditors GLATFELTER CORP: S&P Downgrades ICR to 'CCC+', Outlook Negative GOLD WING TRADING: Files for Chapter 11 Bankruptcy Protection GRACES GOOD FOOD: Natural Foods Company Pursues Liquidation GT REAL ESTATE: Says York County Can't Vote on Chapter 11 Plan HACIENDA COMPANY: Seeks to Hire Levene as Bankruptcy Counsel HANSABEN INVESTMENTS: Unsecureds to Split $50K in Bank's Plan HOPKINS HAWLEY: Case Summary & 20 Largest Unsecured Creditors INSTANT BRANDS: Moody's Lowers CFR to 'B3', Outlook Negative KNOWLTON DEVELOPMENT: S&P Alters Outlook to Neg., Affirms 'B-' ICR LIVEWELL ASSISTED: Trustee Taps Williams Overman as Accountant MALIBU BAY HOMEOWNERS: Case Summary & Six Unsecured Creditors NAVARRO TRUCKING: Shuts Down, Pursues Chapter 7 Liquidation NELNET INC: S&P Withdraws BB+ Issuer Credit Rating, Outlook Stable NERAM GROUP: Seeks to Hire Hahn Fife & Co. as Accountant NICK'S CREATIVE: Seeks to Hire Lawrence H. Dugan as Accountant OFF-SPEC SOLUTIONS: Taps Ritchie Bros., IronPlanet as Auctioneer OLYMPIA SPORTS: Seeks to Hire Hilco Streambank as IP Consultant ON MARINE: Unsecured Creditors to Recover 65% in Liquidating Plan OSCEOLA FENCE: Wins Cash Collateral Access Thru Nov 8 PHASEBIO PHARMACEUTICALS: Court OKs Cash Access, $15MM DIP Loan PUERTO RICO: PREPA Bondholders Defend Lien on Revenue REVLON INC: Shares to Be Delisted From NYSE ROJO'S FAMOUS: Court OKs Cash Collateral Access Thru Jan 2023 ROYAL BLUE REALTY: May Use $104,889 of Cash Collateral Thru 2023 RUBRYC THERAPEUTICS: Case Summary & 20 Top Unsecured Creditors SEARS HOLDINGS: Successor Says Courts Cannot Touch MofA Lease Sale SITEONE LANDSCAPE: Moody's Raises CFR to 'Ba1', Outlook Stable SOUTH SIDE CONVENIENT: No Change in Patient Care, PCO Report Says SPARKLES BEAUTY: Seeks to Hire Ballstaedt Law Firm as Counsel SPECTACULAR SOLAR: Case Summary & 19 Unsecured Creditors STREAM TV: Receiver to Take Over Technovative Media SUNSET HOLDING: Voluntary Chapter 11 Case Summary TALEN ENERGY: Amends Class 4 & 5 Unsecured Claims Details TAMARACK INVESTMENTS: Seeks Approval to Tap Fellers as Counsel THOMPSON MILLWORK: Case Summary & 20 Largest Unsecured Creditors TURNER OAKWOOD: Court OKs Interim Cash Collateral Access UNIVERSAL REHEARSAL: Seeks Chapter 11 Bankruptcy VANGUARD WINES: Taps Allen Stovall Neuman & Ashton as Counsel VANGUARD WINES: Wins Cash Collateral Access on Final Basis VENOCO, LLC: Mediation Dropped in Trustee Suit v. Lands Commission VISION DEMOLITION: May Use $121,000 of Cash Collateral Thru Nov 8 VOYAGER DIGITAL: Pushed by Judge to Consider Rival Offers WC BRAKER: Court OKs Appointment of Chapter 11 Trustee WESTJET AIRLINES: Moody's Affirms B3 CFR & Alters Outlook to Stable ZEOLI-BROWN LLC: Restaurant Starts Subchapter V Case [*] 29th Distressed Investing Conference on Nov. 28 - Register Now [*] Maria Carr Joins McDonald Hopkins' Restructuring Department [^] BOOK REVIEW: The Turnaround Manager's Handbook ********* ADLI LAW: Unsecureds Will Get 8.5 Cents on Dollar in Plan --------------------------------------------------------- Adli Law Group P.C. submitted a First Amended Plan of Reorganization for Small Business. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $300,000. The final Plan payment is expected to be paid on Dec. 31, 2025, the first day of the 36-month following the estimated Jan. 1, 2023 effective date of the plan. This Plan of Reorganization proposes to pay creditors of the Debtor from the net cash flow from its operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at between approximately nominal and 8.5 cents on the dollar, depending on the resolution of disputed claims and the amount of insurance available to pay insured claims. The debtor estimates that, after all disputed claims are resolved, the total amount of allowed Class 3(A) (including the uninsured portion of any previously disputed allowed malpractice claims) will range between $3.5 million and $115 million. If the disputed malpractice claims are allowed in a larger aggregate amount, the distributions to all holders of allowed unsecured claims could be materially lower. This Plan also provides for the payment of administrative and priority claims. Class 3(A) consists of Nonpriority unsecured creditors. Unless the holder agrees to different treatment, each holder of a Class 3A claim shall receive, in full satisfaction, discharge, exchange, and release thereof, the treatment described in Article 7 of this Plan ("Means for Implementation of the Plan"). Class 3(B) consists of Non-priority unsecured, insured creditors. Unless the holder agrees to different treatment, each holder of a Class 3(B) claim shall receive, in full satisfaction, discharge, exchange, and release thereof, the treatment described in Article 7 of this Plan ("Means for Implementation of the Plan"). Each holder of an equity interest in the Debtor shall retain such interest in the Debtor. Commencing on the last calendar day of the first full calendar quarter following the Effective Date, and on the last day of each quarter thereafter for the next 11 quarters, the Debtor will pay and/or deposit into a disputed claims reserve a sum (each, a "Funding Payment"), based as follows: * First, to the holders of allowed tax priority claims, 1/20th of the face amount of the allowed tax priority claim, plus then accrued but unpaid interest in the amount required by applicable non-bankruptcy law; * Next, to the holders of allowed Class 2(A) Claims, each holder’s pro-rata share of the balance of the Funding Payment, with such pro-rata share ("Dividend") to be calculated on the assumption that all Disputed Claims will be allowed in the amounts stated in their respective proofs of claim. * The portion of the Funding Payment allocable to unresolved Disputed Claims shall be held by the Primary Disbursing Agent in a separate, segregated bank account ("Disputed Claims Reserve"), to be disbursed. If prior to the first day of a post-confirmation calendar quarter, a then previously Disputed Class 3(A) Claim is determined by settlement or by final, non-appealable order of an Authorized Forum, that claim ("Newly Resolved Claim") thereafter shall be treated as a Class 3(A) claim in the settled or determined amount and, commencing with the distribution scheduled on the last day of the next full quarter, shall receive Dividends on a going forward basis together with all other holders of allowed Class 3(A) claims; provided, however: * The Primary Disbursing Agent shall first make an equalizing distribution to the holder of the Newly Resolved Claim such that, when the distribution in that month is made, all holders of allowed Class 3(A) claims shall have received the same percentage Dividend on account of their respective claims; * The denominator of the fraction used to calculate the Dividend for the payment of Class 3(A) claims shall be recalculated using the resolved amount of the given Newly Resolved Claim; and * The amount of the Disputed Claims Reserve shall be adjusted in light of the resolution of the Newly Resolved Claim, with any excess amount to be distributed to the holder of Allowed Class 3(A) Claims on a pro-rata basis at that time. If in a given quarter a then previously Disputed Insured Claim (i.e., a Class 3(B) claim) is determined by settlement or by final, non-appealable order of an Authorized Forum, that claim ("Newly Resolved Malpractice Claim") thereafter shall receive distributions as if it were a Newly Resolved Class 3(A) claim in the settled or determined amount, with the equalizing distributions and dividend recalculations; provided, however: * All insurance proceeds otherwise payable to the holder of such claim on account of such settlement or determination shall be paid to the Insurance Proceeds Disbursing Agent and held in a separate "Insured Claims Reserve" until all Class 3(B) Disputed Insured Claims are resolved. * Promptly following the resolution of the last of the Class 3(B) Claims, the Insurance Proceeds Disbursing Agent shall disburse to each of the holders of Class 3(B) Claims their pro rata share of the Insured Claims Reserve, calculated with respect to the total amount of the Class 3(B) claims as resolved, in addition to the distributions they have received or may then in the future receive as holders of Class 3(A) Claims. The distributions that are required to be made on or after the effective date of this Plan will be funded from (a) the Debtor's cash balances existing on the effective date, (b) the cash generated from the reorganized Debtor's ongoing business operations, (c) if the reorganized Debtor sells any assets, the proceeds generated from such asset sale, (d) if the reorganized Debtor secures an investor, the cash from any infusion of capital, (e) the amounts received under the settlement agreement with Dariush Adli, and (f) any other lawful source. A full-text copy of the First Amended Plan dated October 23, 2022, is available at https://bit.ly/3D7wSzs from PacerMonitor.com at no charge. Attorney for the Debtor: Dean G. Rallis Jr., Esq. Hahn & Hahn LLP 301 E. Colorado Blvd., 9th Floor Pasadena, CA 91101-1977 Tel.: (626) 796-9123 Fax: (626) 449-7357 Email: drallis@hahnlawyers.com About Adli Law Group P.C. Adli Law Group, P.C., a full-service law firm in Los Angeles, filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-18572) on Nov. 10, 2021, listing $4,552,705 in assets and $4,538,284 in liabilities. Dariush G. Adli, president of Adli Law Group, signed the petition. Judge Sheri Bluebond oversees the case. The Debtor tapped Dean G. Rallis Jr., Esq., at Hahn & Hahn, LLP, as legal counsel. ADVANCED REIMBURSEMENT: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- The U.S. Trustee for Region 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Advanced Reimbursement Solutions, LLC and American Surgical Development, LLC. About Advanced Reimbursement Solutions Advanced Reimbursement Solutions, LLC is a full cycle revenue management enterprise specializing in out-of-network (OON) medical services, patient advocacy, and proprietary billing software. The company is based in Scottsdale, Ariz. Advanced Reimbursement Solutions and its affiliate, American Surgical Development, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 22-06372) on Sept. 23, 2022. In the petitions signed by their chief restructuring officer, Bryan Perkinson, the Debtors disclosed between $10 million and $50 million in both assets and liabilities. The Debtors tapped Allen Barnes & Jones, PLC as legal counsel and Bryan Perkinson, Sonoran Capital Advisors' managing director, as chief restructuring officer. AEARO TECHNOLOGIES: US Watchdog Wants Kirkland & Ellis Out of Case ------------------------------------------------------------------ The U.S. Justice Department's bankruptcy watchdog wants Kirkland & Ellis LLP disqualified as counsel to 3M Co.'s bankrupt earplug manufacturing unit, saying the law firm has a conflict because it also defends the parent company in mass earplug lawsuits. Aearo Technologies LLC has filed an application to employ Kirkland as lead attorneys effective as of the Petition Date. The Debtors also tapped McDonald Hopkins LLC, as conflict counsel for the chapter 11 cases, for any conflict matters, including the negotiation of the Funding Agreement. Nancy J. Gargula, United States Trustee, by Trial Attorney Harrison E. Strauss, filed an objection to the hiring of Kirkland, noting that while a debtor is normally afforded great deference in its choice of counsel, that deference is not without limits. The U.S. Trustee said in court filings, "Kirkland & Ellis LLP and Kirkland & Ellis International LLP, concurrently serves as lead litigation counsel to the Debtors' parent, 3M Company ("3M"), in non-bankruptcy tort litigation that involves hundreds of thousands of claims and potentially billions of dollars in liability to veterans and current US servicemembers, among others." "The interests of 3M and the Debtors, however, are not aligned: in addition to being a tort co-defendant of the Debtors, 3M owes the Debtors potentially billions of dollars under a pre-petition funding agreement (and may have substantial claims against the Debtors under the same agreement). 3M is also expected to provide funding for the Debtors' eventual plans of reorganization, in exchange for a third-party release and a permanent non-debtor injunction, which the Debtors have described as one of the "cornerstones" of their reorganization strategy... In each of these matters, 3M holds interests that are both adverse to the Debtors and factually related to Kirkland’s litigation work for 3M." "Simply put, Kirkland does not possess undivided loyalty to the Debtors. Because 3M is the party bound and obligated under a funding agreement and the non-debtor third party that will benefit greatly from eventual releases, Kirkland cannot be retained to represent the Debtors while simultaneously providing counsel to 3M in related matters. For this reason, the Application must be denied." About Aearo Technologies Aearo Technologies -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Company offers prescription and non-prescription safety eye wear, face shields, hard hats, and respirators. Aearo serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies estimated assets and liabilities between $1 billion and $10 billion each. 3M is not a debtor in the Chapter 11 cases. 3M has committed $1 billion to fund a trust allocated for Combat Arms claims. Kirkland & Ellis LLP is serving as legal counsel and AlixPartners LLP is serving as restructuring advisor to Aearo Technologies. Ice Miller LLP is serving as bankruptcy co-counsel to the Debtors. Kroll is the claims agent. PJT Partners is serving as financial advisor and White & Case LLP is serving as legal counsel to 3M. APHEX BIOCLEANSE: Court OKs Appointment of Chapter 11 Trustee ------------------------------------------------------------- Judge Caryl Delano of the U.S. Bankruptcy Court for the Middle District of Florida approved the appointment of Gerard McHale, Jr. as Chapter 11 trustee for Aphex Biocleanse Systems, Inc. The appointment comes upon the application filed by Mary Ida Townson, the U.S. Trustee for Region 21, to appoint a bankruptcy trustee in Aphex's Chapter 11 case. Mr. McHale, a certified public accountant at McHale, P.A., disclosed in court papers that he has no connections with Aphex, the company's creditors and other parties in interest. The Chapter 11 trustee can be reached at: Gerard A. McHale, Jr. McHale, P.A. 1601 Jackson Street, Suite 200 Fort Myers, FL 33901 Phone: (239) 337-0808 Fax: (239) 337-1178 Email: jerrym@thereceiver.net info@mchalepa.com About Aphex BioCleanse Aphex BioCleanse Systems Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22 01917) on May 12, 2022, with $450,093 in assets and $1,213,865 in liabilities. On Oct. 12, 2022, the court issued an order revoking the Debtor's Subchapter V designation and directing the appointment of a Chapter 11 trustee. Judge James L. Garrity Jr. oversees the case. The Debtor tapped Laurie L. Blanton, Esq., at Holland Law Group, P.A. as bankruptcy counsel. ATLANTA WEST: Wins Cash Collateral Access Thru Nov 17 ----------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Atlantic West One, Inc. to use cash collateral on an interim basis through and including November 17, 2022. As previously reported by the Troubled Company Reporter, the U.S. Small Business Administration is the Debtor's only secured creditor. 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 final hearing on the matter is set for November 17 at 11 a.m. 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. Judge W. Brand oversees the case. Giovanni Orantes, Esq., at the Orantes Law Firm, A.P.C., is the Debtor's counsel. BENJAMIN EYE CARE: Court OKs Cash Collateral Access Thru Dec 31 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Benjamin Eye Care, LLC, to use cash collateral on an interim basis in accordance with the budget, through December 31, 2022. As adequate protection to Bankers Healthcare Group, LLC, for the use of its cash collateral, BHG and any other lien claimants are granted and will have post-petition replacement liens, to the extent and with the same priority as held pre-petition, in and to the cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral. As additional adequate protection to BHG, the Debtor will make an unallocated monthly payment to BHG in the amount of $1,500. A continued further hearing on the matter is set for December 28 at 10 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3fcLkOI from PacerMonitor.com. The Debtor projects $118,267 in total expenses for November 2022 and $84,316 for December 2022. About Benjamin Eye Care Benjamin Eye Care, LLC -- https://benjamineyecare.com/ -- offers personalized attention, compassionate care and excellence in eye care. It is based in La Grange, Ill. Benjamin Eye Care filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-07349) on June 30. 2022, listing up to $500,000 in assets and up to $10 million in liabilities. Neema T. Varghese serves as Subchapter V trustee. Judge Janet S. Baer oversees the case. Gregory Stern, Esq., Monica O'Brien, Esq., Dennis Quaid, Esq., and Rachel Sandler, Esq., at Gregory K. Stern, P.C. are the Debtor's bankruptcy attorneys. The Debtor tapped Fates, Bodily and Parker, PLLC as its accountant. BIOPLAN USA: S&P Downgrades ICR to 'CCC', Outlook Negative ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'CCC' from 'CCC+', its issue-level ratings on the first-lien debt to 'CCC' from 'CCC+', and its ratings on the second-lien debt to 'CCC-' from 'CCC'. The negative outlook reflects the risk that operating performance will continue to weaken in a worsening macroeconomic environment such that Bioplan faces an increased risk of a payment default, restructuring, or distressed exchange if it cannot improve cash flow generation and refinance its upcoming debt maturities at par before they become due in December 2023. Bioplan cannot service its December 2023 debt maturities without refinancing, which could include a distressed exchange or similar restructuring. In 2021, Bioplan extended the maturities of its first-lien term loan to December 2023 and second-lien term loan to December 2024. S&P said, "We believe the company will need to proactively refinance this debt to extend maturities. Otherwise, it faces a liquidity shortfall in December 2023 because its cash flow is insufficient. In our view, the company's high leverage above 12x, substantial interest burden, and the payment-in-kind components of its debt structure mean a refinancing at par could be at risk. If Bioplan pursues a distressed exchange or similar restructuring of its debt below par, which we view as tantamount to default, we could lower our ratings accordingly." S&P expects Bioplan to breach its minimum liquidity covenant by mid-2023. S&P said, "A free cash flow deficit will continue over the next 18 months due to supply chain constraints, rising interest rates, and our expectation for a recession in 2023. This will drain cash balances and cause the company to violate its minimum liquidity covenant of $13 million--$10 million with respect to all credit parties in the U.S. and $3 million with respect to all credit parties in the European Union. Cash balances as of June 30, 2022, were $25.5 million. We believe the company's negative cash flow from operations, capital expenditure requirements, working capital swings, and mandatory debt amortization will reduce its cash balance below $13 million by the first or second quarter. Bioplan will need a waiver from its lenders or a capital injection from its sponsor to bolster its cash balances. Otherwise, it could face default under its credit agreement." Expected cash burn means a payment default in the next 12 months is increasingly likely. S&P said, "Beyond covenant issues, we believe Bioplan's expected cash burn will deplete its cash sources over the next 12 months such that it cannot service its debt fixed charges and faces a traditional payment default. Because of material deficits in its expected cash sources to uses ratio over the next 12 months, we revised our liquidity assessment to weak from less than adequate." Bioplan's revenues will be challenged by a worsening macroeconomic outlook. S&P said, "In our view, the expected recovery of revenues from the effects of the COVID-19 pandemic will be stifled by several constraints including an expected economic recession in 2023, persistent inflation, reduced client demand for sampling and marketing products, supply chain issues, and a softening retail outlook. We believe these will be exacerbated by a client base concentrated within the retail and consumer packaged goods (CPG) industries, which face secular pressures and are pursuing cost rationalization strategies due to changing marketing budgets. As a result, we anticipate revenue declines in the low-single-digit percentage area over the next two years. "The negative outlook reflects the risk that operating performance will continue to deteriorate in a worsening macroeconomic environment such that Bioplan faces an increased risk of a payment default, restructuring, or distressed exchange if it cannot improve cash flow generation and refinance upcoming debt maturities at par before they become due in December 2023. "We could lower our ratings on Bioplan if we believe there is a substantial risk of a payment default, restructuring, or distressed exchange within the next six months." While unlikely, S&P could raise its ratings over the next 12 months if: -- The company improves operating performance and cash flow such that S&P does not envision a payment default scenario in the next 12 months; -- It refinances and extends upcoming debt maturities at par with total interest costs that allow for sustained cash flow; and -- S&P believes the likelihood of a distressed exchange or restructuring is low. ESG credit indicators: E-2, S-2, G-3 BLUEPRINT INVESTMENT: Files Amendment to Disclosure Statement ------------------------------------------------------------- Blueprint Investment Fund, LLC, submitted an Amended Disclosure Statement in support of Chapter 11 Plan of Reorganization dated October 24, 2022. The Debtor provides for 100% of the Allowed Claims of the Debtor. The Plan will be effectuated by the development and financing of the Property. It is anticipated that the development and financing will pay the Allowed Secured Claims of the Debtor within 30 days of the Effective Date, the majority of which have already been paid in full and released. The remaining class of creditors after that time will be the general unsecured creditors and superpriority secured claim of DIP Lender. There are only three remaining creditors in this case, one is secured and two are unsecured and related. Debtor reserves all rights to timely dispute the unsecured claims. If these claims are Allowed then that amount will be paid from funds held in Debtor's DIP account, or substantial equivalent. Like in the prior iteration of the Plan, Class 4 shall be comprised of holders of Allowed General Unsecured Claims. Class 4 is not impaired under the Plan. Class 4 shall receive payment in full for any allowed amounts over the term of the Plan. Contemporaneously herewith Debtor has filed an Amended Schedule E listing additional debts owed to Debtor's principal Joseph Libkey Jr. for certain administrative expenses and pre petition debts. Such amounts have been paid in full in accordance with the DIP Loan and Order. The three remaining holders of Class 4 Claims including the following: (1) Mulliken Weiner Berg & Jolivet P.C. at Claim No. 2; and (2) Rocky Mountain Group at Claim No 3. Provided, however, that holders of Class 4 Claims holding a Disputed Claim as of the Effective Date shall not share in the monthly distribution unless and until the claim is Allowed. The estimated payout for Class 4 Allowed Claims is 100%. Any Allowed Claims shall be paid within six months of entry of a non-appealable order resolving the disputed claim or if no court order is necessary then 6 months from the date the parties reach a fully executed agreement. Payments and distributions under the Plan will be funded by Debtor's financing and net revenue, and any cash remaining in the Debtor's Debtor-in-possession account after paying administrative claims. The most recent Monthly Operating Report shows that the Debtor has $571,571.00 in cash on hand. The Plan Proponent's financial projections show that Debtor will have an aggregate annual positive cash flow, after paying expenses and post-confirmation taxes, sufficient to cover any remaining Allowed Claims. All Allowed Claims shall be paid in full over the life of the Plan as set forth herein. The financial projections are based on the continued funding of the DIP Loan, or similar financing, and net revenue and profits of Debtor. The Court's approval of this Disclosure Statement does not constitute a decision on the merits of the Plan. Issues related to the merits of the Plan and its confirmation are subject to a confirmation hearing scheduled for December 8, 2022 at 2:00 p.m., in Courtroom B, U.S. Bankruptcy Court, 721 19th Street, Denver, CO 80202. Ballots must be received by Cohen & Cohen, P.C., no later than November 21, 2022, which date the Court set as the last day to vote on the Plan, or it will not be counted. Objections to the confirmation of the Plan must be filed with the Court and served by November 21, 2022. A full-text copy of the Amended Disclosure Statement dated October 24, 2022, is available at https://bit.ly/3DC0ypJ from PacerMonitor.com at no charge. Attorney for the Debtor: Katharine S. Sender, Esq. Cohen & Cohen, P.C. 1720 S. Bellaire St; Ste 205 Cohen & Cohen, P.C. Denver, CO 80222 Telephone: (303) 933-4529 Facsimile: (866) 230-8268 Email: ksender@cohenlawyers.com About Blueprint Investment Fund Blueprint Investment Fund is a Denver-based company primarily engaged in activities related to real estate. It is the fee simple owner of a real property located at 29973 Hilltop Drive, Evergreen, Colo., having an appraised value of $4.9 million. Blueprint Investment Fund filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 22-11059) on March 30, 2022, listing $4,900,146 in assets and $1,816,387 in liabilities. Joseph Libkey Jr., managing member, signed the petition. Cohen & Cohen, P.C., led by Katharine S. Sender, Esq., serves as the Debtor's legal counsel. BOISE CASCADE: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable ---------------------------------------------------------------- Moody's Investors Service affirms Boise Cascade Company's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, and Ba2 rating on its senior unsecured debt. The outlook remains stable and the SGL-1 speculative grade liquidity rating remains unchanged. Affirmations: Issuer: Boise Cascade Company Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5) Outlook Actions: Issuer: Boise Cascade Company Outlook, Remains Stable RATINGS RATIONALE The affirmation of the credit ratings reflects the company's dependence on the cyclical North American housing market and expectations that credit metrics will weaken from the current record strong levels to be more in line with the rating amid the expected housing market slowdown in 2023. The rapid increase in mortgage rates coupled with still high housing prices have reduced housing affordability and housing purchases. Moody's believes that this will likely lead to a drop in housing starts in 2023, lowering demand for building products that Boise Cascade manufactures and distributes and pressuring wood product prices. The company generated 21% of its sales and 53% of EBITDA from its Wood Products segment, primarily engineered wood products and plywood, and the Building Materials Distribution segment accounted for 79% of sales and 47% of EBITDA, in the last 12 months ended June 30, 2022. The engineered wood products the company manufactures at its vertically integrated facilities are primarily used in single-family construction, while plywood demand is mostly driven by repair and remodel activity. The company sells a large portion of the wood products it manufactures through its distribution business, which is exposed to commodity wood product price volatility. About 47% of the distribution business sales come from commodity wood products (plywood, lumber and oriented strand board (OSB), with general line products such as siding, insulation, roofing, composite decking and doors contributing 32% and engineered wood products the rest. As demand slows, Moody's expect a 35%-37% drop in lumber, plywood and OSB prices in 2023, lower EWP prices and lower distribution margins in 2023, which will cut the company's EBITDA levels from current record levels and bring credit metrics (debt/EBITDA of 0.5x times in the twelve months ended June 30, 2022) more in line with historic levels and the Ba1 rating. Leverage held between 2 and 2.5x in the three years prior to the pandemic-driven spike in demand and surge in wood product prices that started in 2020. Moody's currently do not expect wood product prices to hit the previous 2019 trough levels, but further increases in mortgage rates as the Federal Reserve continues to tighten monetary policy to fight inflation may put further pressure on the housing market and wood product prices. The Ba1 corporate family rating benefits from the company's good market positions in North American wood products manufacturing and building products distribution (a leading US producer of plywood and engineered wood products and wholesale building materials distributor); expectations of strong credit metrics despite projected declines in wood product prices, good vertical integration and strong liquidity. Boise Cascade is constrained by its concentration in the cyclical US home construction and repair/remodeling end markets; volatile wood product prices; and low operating margins because of the distribution business. The Ba2 rating on the company's $400 million senior unsecured notes due 2030 are a notch below the CFR, reflecting the noteholders' subordinate position behind the unrated secured $400 million asset-based revolving credit facility and $50 million term loan. Boise Cascade has strong liquidity (SGL-1) with about $1 billion of liquidity sources and no near-term mandatory debt repayments. The company had $1.0 billion of cash on hand as of June 2022 ($517 million pro forma for the announced Coastal acquisition). The company recently upsized its asset based revolving credit facility from $350 million to $400 million and extended its maturity to September 2027. Moody's projects about $600 million free cash flow after dividends in 2022. The revolver and term loan have a 1.1 fixed charge coverage covenant if availability falls below 10% of the revolver commitment or $40 million. Moody's do not expect the covenant to be tested as the company has significant headroom under the covenant. The company's ABL and term loan are secured by substantially all assets excluding property and equipment, leaving room for alternative liquidity sources. The stable outlook reflects Moody's expectation that Boise Cascade credit metrics will decline from 2022 peaks due to lower wood product pricing and a decline in demand. As a manufacturing company, Boise Cascade is moderately exposed to environmental risks, such as air and water emissions, and social risks, such as labor relations and health and safety issues. The company has established expertise in complying with these risks and has incorporated procedures to address them in their operational planning and business models. Governance risk is low, as Boise Cascade is a public company with clear and transparent reporting. The company has a long track record of maintaining its debt leverage well below its public reported net debt-to-EBITDA target of below 2.0x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade: - Increased diversification away from the cyclical US home construction and repair/remodeling end markets - An unsecured capital structure - The company maintains strong liquidity and conservative financial policies, provided adjusted debt/EBITDA is sustained below 3x and (RCF-Capex)/Adjusted Debt is maintained above 12% based on Moody's forward view of financial performance. Factors that could lead to a downgrade: - Significant deterioration in the company's liquidity and operating performance - Changes in financial management policies that would materially pressure the company's balance sheet - Adjusted debt/EBITDA exceeds 4x (0.5x LTM as of June 2022) or (RCF-Capex)/Adjusted Total Debt approaches 5% (83% LTM as of June 2022) based on Moody's forward opinion of sustained metrics Boise Cascade is a vertically-integrated building products public company headquartered in Boise, Idaho. Boise Cascade manufactures engineered wood products (EWP) and plywood (collectively its wood products segment) and is a wholesale distributor of a broad line of building materials, including siding, composite decking and about 60% of the wood products that it manufactures. The principal methodology used in these ratings was Paper and Forest Products published in December 2021. CARDINAL PARENT: S&P Alters Outlook to Negative, Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Cardinal Parent Inc. (DBA Zywave) to negative from stable and affirmed its 'B-' issuer credit rating on the company. The negative outlook reflects S&P's view that the challenging near-term operating environment--coupled with rising interest rates--may cause the company's already weakened free cash flow and EBITDA margins to deteriorate further. Numerous acquisitions and accelerating business investments have weakened the company's credit profile ahead of a forecasted recession. Since the Clearlake LBO in the fourth quarter of 2020, Cardinal Parent Inc., which does business as Zywave, has pursued an aggressive growth strategy, channeling a significant amount of capital toward organic and inorganic growth. Over the past 24 months, the company has closed on five acquisitions and made sizable investments in its sales and product capabilities, substantially increasing operating expenses in the process. As a result, profitability metrics have deteriorated sharply, with adjusted EBITDA margins falling to 10% from 38% and FOCF decreasing to negative $30 million from negative $2 million. Although S&P views these expenditures as both transitory and business-enhancing over the long term, in the near term they have compromised Zywave's credit profile and made the company increasingly susceptible to sustained or more severe underperformance in the event of an economic downturn. S&P said, "The negative outlook reflects our view that although macroeconomic headwinds--coupled with rising interest rates--will exacerbate the company's already weakened profitability, its business model remains intact, and we expect demand to stay resilient. "We could downgrade Zywave to 'CCC+' if we came to believe that the company's capital structure was unsustainable. This could be due to business underperformance leading to continued negative free cash flow or the company's inability to reduce costs in 2023. We would also consider lowering the rating if the company were to continue drawing on its revolver, thereby reducing its liquidity, or issue debt to fund another acquisition. "We could revise our outlook on Zywave 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 if it demonstrates the ability to reduce operating expenses, thereby improving EBITDA margins to the mid-20% area and generating positive FOCF by the middle of 2023." CATSKILL CASE STUDY: Committee Taps Ruskin as Legal Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Catskill Case Study, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Ruskin Moscou Faltischek P.C. as its legal counsel. The firm will render these services: a. advise the committee of its rights, duties, and powers in this Chapter 11 case; b. assist, advise, and represent the committee in its interaction with the Debtor relative to the administration of this Chapter 11 case; c. assist, advise, and represent the committee in analyzing the Debtor's assets and liabilities, investigate the extent and validity of liens, and participate in and review any proposed asset sales or dispositions; d. attend meetings and negotiate with the representatives of the Debtor and other parties-in-interest; e. assist and advise the committee in its examination, investigation, and analysis of the conduct of the Debtor's affairs; f. assist the committee in the review, analysis, and negotiation of any plan of reorganization or liquidation that may be filed and to assist the committee in the review, analysis, and negotiation of the disclosure statement accompanying any plan of reorganization or liquidation; g. assist the committee in the review, analysis, and negotiation of any financing or funding agreements; h. protect and preserve the interests of unsecured creditors, including, without limitation, the prosecution of actions on behalf of the committee, negotiations concerning all litigation in which the Debtor is involved, and review and analysis of all claims filed against the Debtor's estate; i. generally prepare on behalf of the committee all necessary motions, applications, answers, orders, reports, and papers in support of positions taken by the committee; j. appear, as appropriate, before the bankruptcy court, the appellate courts, and other courts in which matters may be heard and to protect the interests of the committee before said courts and the U.S. Trustee; and k. perform such other legal services as may be required or deemed to be in the interests of the committee. The firm will be paid at these rates: Partners and counsel $400 - $600 per hour Associates $315 - $445 per hour Legal assistants/law clerks $150 - $270 per hour As disclosed in court filings, Ruskin Moscou is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl P. Giugliano, Esq. Michael S. Amato, Esq. Ruskin Moscou Faltischek P.C. East Tower, 15th Floor 1425 RXR Plaza Uniondale, NY 11556-1425 Phone: (516) 663-6600 Email: sgiugliano@rmfpc.com mamato@rmfpc.com About Catskill Case Study Catskill Case Study LLC -- https://Milancasestudy.com/ -- is a construction contractor and owns various parcels of real property where it sells the property and provides contracting services. The company is based in Brooklyn, N.Y. Due to ongoing litigation, Catskill Case Study sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41817) on July 28, 2022. In the petition filed by its managing member, Nicolas Mahedy, the Debtor listed assets between $500,000 and $1 million and liabilities between $1 million and $10 million. Judge Nancy Hershey Lord oversees the case. Gregory Messer, PLLC serves as the Debtor's bankruptcy counsel. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Sept. 6, 2022. The committee is represented by Ruskin Moscou Faltischek P.C. CELSIUS NETWORK: Must Adhere to Contract, Says Core Scientific -------------------------------------------------------------- Ana Paula Pereira of Cointelegraph reports that Crypto lender Celsius Network's legal journey has gained another chapter as Bitcoin miner Core Scientific accused the company of refusing to pay its bills since filing for Chapter 11 bankruptcy, according to court papers filed on Oct. 19, 2022. Core Scientific, which is one of the largest publicly traded crypto companies, claims the default on payments is threatening its financial stability, already hurt by crypto winter and high energy costs. In the court filings, Celsius alleges that Core Scientific delayed mining rig deployment and supplied them with less power than required under their contract. Celsius is reportedly seeking a court order holding Core in contempt and ordering it to fulfill its obligations. Meanwhile, Core requested the court to compel Celsius to pay past-due bills or allow it to serve the contract. According to the bankruptcy court papers filed by Core Scientific: "Celsius either needs to adhere to the contract, or Core and Celsius must terminate their relationship before Celsius causes yet another business partner to enter insolvency proceedings." As per the filing, Celsius owes Core $598,743.20 for post-petition PPT charges related to the August 2022 invoice, plus another $1,505,940.08 for post-petition PPT charges related to the September 2022 invoice, yielding a total of $2,104,683.28. "Core continues to lose approximately $53,000 per day to cover the postpetition increased electricity tariffs that Celsius refuses to pay," said the company. The dispute between Celsius and Core is scheduled for a hearing by United States Bankruptcy Judge Martin Glenn next month, November 2022. North America and Europe's miner profit margins are being squeezed by rising energy costs, with U.S. industrial electricity prices rising 25% from $75.20 per megawatt hour to $94.30 per megawatt hour from July 2021 to July 2022. As a result, hosting service providers are also increasing their power prices in hosting contracts, according to Hashrate Index's Q3 mining report. Celsius is one of the largest companies to unravel during the crypto market downturn. On July 13, the company filed for bankruptcy after freezing withdrawals and being investigated by six American states. Reportedly, the company was $1.9 billion in debt at the time of its bankruptcy declaration. As reported by Cointelegraph earlier in October, court documents related to Celsius’ bankruptcy proceedings revealed data on thousands of its customers. The document contains over 14,500 pages, including customer names, amounts, types, descriptions and the timing of transactions on the platform, along with the United States dollar amounts and cryptocurrencies held. 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. Stretto, the claims agent, maintains the page https://cases.stretto.com/celsius On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC serve as the examiner's legal counsel and financial advisor, respectively. CELSIUS: Customers to Fight Investors for Money From Mining Rigs ---------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Celsius Network LLC customers will likely have to fight with large investment funds over who gets to cash in on the bankrupt crypto lender's most valuable assets. Investors including venture capital firm WestCap Management LLC and pension fund Caisse de Depot et Placement du Quebec (CDPQ) believe their equity stakes in Celsius entitle them to value that flows from the company's crypto mining business and its loan book, among other assets, according to court papers. Customers owed billions of dollars in crypto don't have claims against those assets, Dennis Dunne of Milbank said on behalf of certain equity holders in a bankruptcy court hearing Thursday, October 20, 2022. "We believe we're in-the-money today," Dunne said. Preferred equity investors who poured hundreds of millions of dollars into Celsius did so to fund the build-out of its crypto mining operation and the purchase of GK8, the company’s digital asset custody subsidiary, he said. That gives the investors, not customers, a right to those assets, according to Dunne. A bankrupt company's owners typically don't receive any recovery ahead of its creditors, which in the case of Celsius are its customers. In this case, the stockholders are arguing that the legal entities they invested in -- and which own Celsius's most valuable assets -- are separate from those that relate to customer money. Attorneys for Celsius creditors disagree. The company's terms of use give account holders claims against each of Celsius's legal entities, they argue in court papers. The fight will likely impact how much money Celsius customers, which have been locked out of their accounts for months, will recover through the bankruptcy. Celsius is considering a sale of some or all of its assets, while also exploring other ways to repay creditors and exit Chapter 11 protection. WestCap and CDPQ led a $400 million investment in Celsius last 2021 that valued it at more than $3 billion, according to a statement at the time. The investors on Thursday, October 20, 2022, asked US Bankruptcy Judge Martin Glenn to appoint an official committee of preferred equity holders, arguing that the company's formal creditor committee is too dominated by customers to adequately represent stockholder interests. Judge Glenn said he would rule on the request at a later date. 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. Stretto, the claims agent, maintains the page https://cases.stretto.com/celsius CHANDRA CORPORATION: Suit v. Atashi Jewels Stayed ------------------------------------------------- The appeal styled, Chandra Corporation d/b/a Diamond Marquise, v. Atashi Jewels, Inc. d/b/a 7 Elements, Atit Patel and Neeta Patel, No. 01-22-00270-CV, pending before the Court of Appeals of Texas, First District, Houston, is stayed pursuant to the Suggestion of Bankruptcy, advising the court that a Chapter 11 bankruptcy petition has been filed by Chandra. According to Judge Richard Hightower, until the appellant or appellees notify the court that the bankruptcy has been concluded and move to reinstate the case, the court will take no further action other than to receive and hold any documents tendered during the period of suspension. See TEX. R. APP. P. 8.2. Unless a party successfully moves to reinstate or sever, this appeal will be an inactive case on the court's docket. See TEX. R. APP. P. 8.3. Chandra Corporation d/b/a Diamond Marquise, filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 22-17836) on October 3, 2022, listing under $1 million in estimated assets and liabilities. The Debtor is represented by Scott D. Sherman, Esq., at MINION & SHERMAN. CHARGING GRIZZLY: Seeks Approval to Hire Fellers as Legal Counsel ----------------------------------------------------------------- Charging Grizzly LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire Fellers, Snider, Blankenship, Bailey & Tippens, P.C. to handle its Chapter 11 case. Stephen Moriarty, Esq., the firm's attorney who will providing the services, charges an hourly fee of $450. The firm's attorneys do not have connection with creditors or any other party adverse to the interest of the Debtor and its bankruptcy estate, according to court filings. The firm can be reached at: Stephen J. Moriarty, Esq. Fellers, Snider, Blankenship, Bailey & Tippens, P.C. 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102 Tel: (405) 232-0621 Fax: (405) 232-9659 Email: smoriarty@fellerssnider.com About Charging Grizzly Charging Grizzly, LLC, a company in Oklahoma, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-12334) on Oct. 10, 2022. In the petition filed by its managing member and owner, Charles V. Long Jr., reported between $1 million and $10 million in both assets and liabilities. The Debtor is represented by Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, P.C. CHERRY MAN: Wins Continued Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Hamid R. Rafatjoo, the Chapter 11 Trustee of Cherry Man Industries, Inc., to use cash collateral on a final basis, subject to the terms, including but not limited to the provisions of adequate protection, as set forth in the Cash Collateral Stipulation as modified by a Fifth Supplement. On October 25, 2022, the Court held a hearing on the Debtor's Emergency Motion for Order Authorizing Interim Use of Cash Collateral; Granting Adequate Protection as affected by the Stipulation Authorizing Use Of Cash Collateral; Granting Adequate Protection, as modified by the Third Supplement to Stipulation Authorizing Use Of Cash Collateral; Granting Adequate Protection, which the Court previously approved on September 21. Since then, Rafatjoo and Cathay Bank have entered into a Fifth Supplement to the Cash Collateral Stipulation to which the U.S. Small Business Administration does not object. A continued hearing on the matter is set for November 18, 2022, at 10 a.m. A copy of the order is available at https://bit.ly/3TNNJhR from PacerMonitor.com. About Cherry Man Industries Cherry Man Industries, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-11471) on March 17, 2022, listing $100 million to $500 million in assets and $10 million to $50 million in liabilities. Frank Lin, president of Cherry Man Industries, signed the petition. El Segundo, Calif.-based Cherry Man was started in 2002 by Frank Lin. It is one of the largest nationwide importers and distributors of office furniture case goods. It has five distribution centers across the United States. Judge Neil W. Bason oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's legal counsel. An official committee of unsecured creditors has been appointed in the case. The Committee has retained Kelley Drye & Warren LLP as counsel. CLAIRMONT PLACE: No Decline in Resident Care, 5th PCO Report Says ----------------------------------------------------------------- Melanie McNeil, Esq., the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a fifth report regarding the quality of patient care provided at The Montclair, a personal care home in Decatur being operated by Clairmont Place Condominium Association, Inc. The PCO is not aware of any significant change in facility conditions or decline in resident care for this personal care home since her appointment, according to the report, which the PCO filed following a visit on Oct. 13. During the visit, the ombudsman representative did not receive any complaints. The residents and family members with whom the ombudsman representative visited expressed satisfaction with the facility, staff and care. The ombudsman representative also observed the following during the visit: (i) adequate food and supplies; and (ii) good sanitation at the common areas, according to the report. A copy of the fifth ombudsman report is available for free at https://bit.ly/3MSGQt4 from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil, Esq. Office of the State Long-Term Care Ombudsman 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: (404) 657-5327 (404) 416-0211 Facsimile: (404) 463-8384 Email: Melanie.McNeil@osltco.ga.gov About Clairmont Place Condominium Association Clairmont Place Condominium Association, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-58123) on Oct. 29, 2021, with up to $1 million in assets and up to $10 million in liabilities. Judge Lisa Ritchey Craig oversees the case. Shayna Steinfeld, Esq., at Steinfeld & Steinfeld, PC is the Debtor's legal counsel. Melanie S. McNeil, Esq., from the Office of the State Long-Term Care Ombudsman, has been appointed as patient care ombudsman. CLUB 121: Case Summary & Two Unsecured Creditors ------------------------------------------------ Debtor: Club 121 Inc. as successor by merger with Kimtifco Ltd. FKA Kim Tif Co. Ltd. FKA Kimtifco Ltd. FKA Kim Tif. Co. Ltd. 121 W. Oak Street Amityville, NY 11701 Business Description: The Debtor is the fee simple owner of a commercial building and real property located at 121 W. Oak Street, Amityville, NY 11701 valued at $4 million. Chapter 11 Petition Date: October 27, 2022 Court: United States Bankruptcy Court Eastern District of New York Case No.: 22-73005 Judge: Hon. Louis A. Scarcella Debtor's Counsel: Robert L. Pryor, Esq. PRYOR & MANDELUP, LLP 675 Old Country Road Westbury, NY 11590 Tel: 516-997-0999 Fax: 516-333-7333 Email: rlp@pryormandelup.com Total Assets: $4,004,100 Total Liabilities: $2,571,612 The petition was signed by Bruce A. Payne as president and CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HNXLO4Y/Club_121_Inc_as_successor_by_merger__nyebke-22-73005__0001.0.pdf?mcid=tGE4TAMA CM RESORT: $3.6M Sale to CM Capital to Fund Plan Payments --------------------------------------------------------- Plan proponent MAR Living Trust submitted a Second Amended Joint Disclosure Statement for Second Amended Joint Plan of Reorganization for CM Resort, LLC, and its Debtor Affiliates dated October 24, 2022. The land owned by the Debtors was originally owned by Arthur Ruff. Arthur Ruff passed away in 1998. During their marriage, Arthur Ruff and Suzann Ruff entered into certain marital partition agreements whereby some of the land was transferred to Suzann Ruff as her separate property. One small portion of the land was later conveyed to Suzann by Arthur's estate after he passed away. Suzann later conveyed the land to Icarus Investments IV, Ltd. (now known as Destination Development Community III, Ltd, one of the debtors), which then conveyed the Real Property in various transactions to certain of the Debtors. All the Debtors are owned 100% by the MAR Living Trust, the Proponent of the Plan. The trustee of the MAR Living Trust is Michael Ruff, Suzann's son. In 2011, Suzann Ruff initiated litigation against Michael Ruff for alleged breaches of fiduciary duty in the probate court of Dallas County, Texas. This case was sent to arbitration before the American Arbitration Association. The only parties to the arbitration at the time of its conclusion were Suzann and Michael. In 2017 the AAA panel awarded money damages to Suzann and granted a constructive trust against entities in which Michael Ruff held an interest. None of the Debtors were ever parties to the arbitration or to the fiduciary litigation. The arbitration panel made no express findings with respect to the Debtors themselves, and no relief was granted to Suzann against any of the Debtors. The arbitration award was later incorporated into a judgment entered in 2018 by the Dallas County probate court ("Probate Court Judgment"). Despite the Bankruptcy Court Judgment and the Amended Final Judgment, Suzann Ruff filed and has maintained duplicate proofs of Unsecured Claims for $65,000,000 in all the Debtors' cases, asserting a constructive trust on the equity ownership of the Debtors and all the Debtors' Assets. The allowance or disallowance of Suzann Ruff's Claims in these Cases has consequences for Confirmation of the Plan. If Suzann's Claims are disallowed as a result of the Amended Final Judgment she could not vote on the Plan and could not influence Confirmation. But if her Claims in the various Cases are Allowed despite the Amended Final Judgment, those Claims would exceed two thirds of the amount of the Claims in either the Class of Allowed non-Insider Unsecured Claims or the Class of Insiders. In that event, Suzann could cause one of those Classes to reject the Plan, which would require the Plan Proponent to seek Confirmation under the Cram-down procedures. Again, however, the Plan Proponent believes Suzann's Claims will be disallowed. The Amended Final Judgment expressly found that Suzann's constructive trust argument, on which her Claims are solely based, was without merit. The Plan Proponent has filed an Objection to all claims of Suzann Ruff, based on the Amended Final Judgment. Suzann will likely oppose that objection and file a motion to estimate her claims for purposes of voting on the Plan, but the Plan Proponent believes such a motion would result in an estimation that Suzann's Claims have no value due to the Amended Final Judgment. The Plan is a joint plan of reorganization filed by the Plan Proponent to provide for the reorganization of all the Debtors. On the Effective Date of the Plan, CM Resort LLC, Specfac Group LLC and Sundance Lodge LLC will sell all their Real Property to CM Capital Group, LLC ("CM Capital") in exchange for the cash sum of $3,600,000 (the "Purchase Price"), pursuant to the provisions and under the authority of 11 U.S.C. Section 363. The Reorganized Debtors will then use those funds to make all payments due under the Plan. CM Capital is a single purpose entity recently formed for the purpose of acquiring the Real Property of the Reorganized Debtors pursuant to the Plan. The Purchase Price will be funded in whole by Texas Land Venture 12, LLC ("TLV"). TLV is a single-purpose entity recently formed for the purpose of contributing the Purchase Price to CM Capital. No later than 14 days prior to the Confirmation Hearing, TLV will provide to the Plan Proponent a verifiable bank account statement in TLV's name confirming the presence of at least $3,600,000.00 in cash in the account, and the Plan Proponent will offer the bank statement into evidence at the Confirmation Hearing as proof of TLV's ability to fund the Purchase Price to CM Capital. At the Confirmation Hearing, an authorized representative of TLV will appear and offer evidence of TLV's ability and willingness to fund the Purchase Price under the terms of the Plan. In exchange for its contribution of the Purchase Price, TLV will receive an equity interest in CM Capital and will be the Manager of CM Capital. The remaining equity of CM Capital will be owned by Carlota Irrevocable Trust and Carlota Irrevocable Trust II. The trustee of both trusts will be Gregory Ginn. The beneficiary of the Carlota Irrevocable Trust will be Mark Ruff. The beneficiaries of the Carlota Irrevocable Trust II will be Jennifer Ruff and her two children. Within 7 days after the Effective Date, or promptly upon post-Effective Date allowance of any requested Administrative Expenses and resolution of any Disputed Claims, the Reorganized Debtors will make all Plan payments in full (the “Payment Date”). The payments to be made under the Plan will not be dependent on the future revenues of the Reorganized Debtors. On the Payment Date the Reorganized Debtors will pay 100% of Allowed Administrative Expenses and Allowed Secured Claims. Also on the Payment Date, Non-Insider Unsecured Claimants will receive a Pro Rata share of all funds remaining from the Purchase Price after payment of the Break Up Fee, the Allowed Administrative Expenses and Allowed Secured Claims (estimated to be approximately 86% of scheduled Non-Insider Unsecured Claims, provided Suzann Ruff’s Claims are disallowed as anticipated). All current Equity Interests will be cancelled under the Plan and new equity interests comprising 100% ownership of the Reorganized Debtors will be issued. At the Confirmation Hearing the Plan Proponent will conduct an auction of the new equity interests, which will be sold to the highest bidder (the "Equity Auction"). The Plan Proponent will submit an opening bid of $10,000.00 for the new equity interests (which will be contributed to the Reorganized Debtors for administrative costs or distribution according to the Plan). The winning bidder will be responsible for fulfilling all duties of the Reorganized Debtors under the Plan. If this Plan is confirmed, the Debtors will receive the Purchase Price, which will allow the Debtors to pay not only the Administrative Expenses and Secured Claims in full, but will also result in a pool of cash remaining after payment of the Break Up Fee, Administrative Expenses and Secured Claims to pay an estimated 86% dividend to non-Insider Unsecured creditors. The Plan Proponent does not believe non-Insider Unsecured Creditors would be paid as much in a Chapter 7 liquidation. On the Effective Date CM Capital will purchase the Real Property of the Debtors for $3,600,000.00. The Reorganized Debtors will use the proceeds of sale to pay the Break Up Fee, Allowed Administrative Expense Claims and classified Claims as provided under the Plan. The Plan Proponent estimates that the total pool of funds available for non-Insider Allowed Unsecured Claims after payment in full of the Break Up Fee, Allowed Administrative Expense Claims and Allowed Secured Claims will be $1,477,632, which would result in a recovery of approximately 86% to these Claimants. This percentage may change depending on possible claim duplications and adjustments. A full-text copy of the Second Amended Joint Disclosure Statement dated Oct. 24, 2022, is available at https://bit.ly/3gOZOF3 from PacerMonitor.com at no charge. Attorneys for the Plan Proponent: Joyce W. Lindauer State Bar No. 21555700 1412 Main St. Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About CM Resort Based in Gordon, Texas, CM Resort LLC, a single asset real estate, filed a voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-43168) on Aug. 15, 2018. The case is jointly administered with the Chapter 11 cases filed by CM Resort Management LLC and nine other companies. Case No. 18-43168 is the lead case. In the petition signed by Mark Ruff, member and authorized agent, CM Resort estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Russell F. Nelms presides over the case. Gerrit M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C., is CM Resort's legal counsel. John Dee Spicer was appointed as Chapter 11 trustee. The trustee is represented by Cavazos Hendricks Poirot, P.C. CORE SCIENTIFIC: Skips Loan Payments, Taps Weil and PJT ------------------------------------------------------- Core Scientific, Inc., will not make payments coming due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. The Company has hired Weil, Gotshal & Manges LLP, as legal advisers, and PJT Partners LP, as financial advisers, to assist the Company in analyzing and evaluating potential strategic alternatives and initiatives to improve liquidity. Core Scientific says its operating performance and liquidity have been severely impacted by the prolonged decrease in the price of bitcoin, the increase in electricity costs, the increase in the global bitcoin network hash rate and the litigation with Celsius Networks LLC and its affiliates. As a result, management has been actively taking steps to decrease monthly costs, delay construction expenses, reduce and delay capital expenditures and increase hosting revenues. Todd M. DuChene, the Company's Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, warns the Company's creditors under the debt facilities may exercise remedies following any applicable grace periods, including electing to accelerate the principal amount of such debt, suing the Company for nonpayment or taking action with respect to collateral, where applicable. Any such creditor actions may result in events of default under the Company's other indebtedness agreements, including its two series of convertible notes due 2025, and the potential exercise of remedies by creditors under such agreements. "In light of the foregoing, the Company is in the process of exploring a number of potential strategic alternatives with respect to the Company's capital structure, including hiring strategic advisers, raising additional capital or restructuring its existing capital structure. Specifically, the Company has engaged Weil, Gotshal & Manges LLP, as legal advisers, and PJT Partners LP, as financial advisers, to assist the Company in analyzing and evaluating potential strategic alternatives and initiatives to improve liquidity. The Company and its advisers have begun to engage in discussions with certain of its creditors regarding these initiatives." "The Company expects these activities will continue and intensify. Among possible alternatives, the Company may explore liability management transactions, including exchanging its existing debt for equity or additional debt, which transactions may be dilutive to holders of the Company’s common stock. These discussions may not result in any agreement on commercially acceptable terms or at all. Furthermore, the Company may seek alternative sources of equity or debt financing, delay capital expenditures or evaluate potential asset sales, and potentially could seek relief under the applicable bankruptcy or insolvency laws. In the event of a bankruptcy proceeding or insolvency, or restructuring of our capital structure, holders of the Company’s common stock could suffer a total loss of their investment. As of October 26, 2022, the Company held 24 bitcoins and approximately $26.6 million in cash as compared to 1,051 bitcoins and approximately $29.5 million in cash as of September 30, 2022. On July 20, 2022, the Company entered into an equity purchase agreement with B. Riley Principal Capital II, pursuant to which, the Company has the right to sell to B. Riley up to $100,000,000 of shares of the Company's common stock, subject to certain limitations and conditions set forth in the purchase agreement. As of October 26, 2022, the Company has sold 13,354,892 shares of common stock under B. Riley equity line of credit for net proceeds of approximately $20.7 million. The Company intends to use additional proceeds from the equity line of credit, if any, for working capital purposes, including payment of adviser fees and expenses. The Company's existing shareholders will be diluted if, and to the extent, the Company elects to further utilize the B. Riley equity line of credit. "It is very difficult to estimate our future liquidity requirements. The Company anticipates that existing cash resources will be depleted by the end of 2022 or sooner. Depending on the Company's assumptions regarding the timing and ability to achieve more normalized levels of operating revenue, the estimates of amounts of required liquidity vary significantly. Similarly, it is very difficult to predict when or if bitcoin prices will recover or energy costs will abate," according to DuChene. "Given the uncertainty regarding the Company's financial condition, substantial doubt exists about the Company's ability to continue as a going concern for a reasonable period of time," DuChene adds. On October 26, 2022, Core Scientific appointed Neal P. Goldman to its board of directors, increasing the size of the Board from six members to seven members. The Company has agreed to pay Goldman a monthly fee of $35,000. The Company expects to enter into an indemnification agreement with Goldman substantially in the form entered into by the Company's existing directors. There are no arrangements or understandings between Goldman and any other persons pursuant to which Goldman was selected as director. There are no family relationships between Goldman and the Company's existing directors and officers. There has been no transaction, nor is there any currently proposed transaction, between Goldman and the Company that would require disclosure under Item 404(a) of Regulation S-K. About Core Scientific Core Scientific, Inc. (NASDAQ: CORZ) is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. At June 30, 2022, the Company had total assets of US$1.84 billion and total liabilities of US$1.43 billion. CROWN COMMERCIAL: Wins Cash Collateral Access --------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Crown Commercial Real Estate and Development, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor and Rialto Capital Advisors, LLC, have agreed to the terms of the eighth interim order permitting cash collateral access. Rialto is the Special Servicer and Attorney-in-Fact for secured creditor U.S. Bank National Association, as Trustee for the benefit of the holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-05. The Debtor stipulates and agrees to continue operating its business and pay expenses only in accordance with the terms of the interim order from October 28 through and including November 17. Bank of America, N.A. made a loan to the Debtor in the original principal amount of $27,450,000, pursuant to a loan agreement dated June 26, 2012. The Loan is evidenced by a promissory note dated June 26, 2012, in the original principal amount of $27,450,000 made by the Debtor and payable to the order of the Original Lender. To secure repayment of the Loan, the Debtor executed and delivered to the Original Lender a Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of June 26, 2012, encumbering the Debtor's real property, a real property improved by a shopping center commonly known as Chatham Village Square Shopping Center, located at 87th Street and Cottage Grove Avenue, Chicago, IL 60619, recorded with the Cook County Recorder of Deeds on July 20, 2012, as document number 1220213054. As further security for the Loan, the Debtor granted the Original Lender a lien on all of its personal assets. On June 29, 2012, the Original Lender perfected its security interest in the Debtor's assets by filing a UCC Financing Statement with the Illinois Secretary of State identifying Crown Commercial as the debtor and the Original Lender as the secured party. On July 2, 2012, the Original Lender negotiated the Note to the order of Rialto pursuant to an allonge and delivered the Note with the Allonge to Rialto. On August 8, 2012, the Original Lender assigned the Mortgage to Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-05, by executing and delivering to the Lender an Assignment of Mortgage, Assignment of Leases and Rents, and Security Agreement, which was recorded with the Cook County Recorder of Deeds on September 10, 2012, as document number 1225408405. On August 30, 2012, Rialto perfected its security interest in the Debtor's assets by filing a UCC Financing Statement Amendment with the Illinois Secretary of State identifying the Debtor as the debtor and the Lender as the secured party, as subsequently continued by filing of those UCC Financing Statement Amendments on September 6, 2012, January 11, 2017, and January 18, 2022. As of the Petition Date, the Debtor owed Rialto $22,874,831. The Debtor is directed to use cash collateral only to pay actual, ordinary, and necessary operating expenses for the purpose of operating its business as debtor-in-possession. The use of Rialto's cash collateral to pay any extraordinary expense in excess of actual, ordinary, and necessary operating expenses will require the prior written approval of the Lender, or further Court order, upon three days' notice. The Debtor will ensure the payment of all personal property taxes, real property taxes, sales taxes, payroll taxes, insurance, maintenance expenses, and payroll/wages in connection with preserving the Property coming due during the Interim Period. These events constitute an "Event of Default:" a. The Debtor's failure to maintain appropriate insurance for the Collateral; b. Except for disclosed payments made following the Petition Date through the date of the Order, if the Debtor pays obligations not showing on the Budget without the Lender's prior written consent or further Court order or exceeds the Budget amounts by more than 15%; c. The Debtor fails to provide, when due, any reports or accounting information reasonably required by the Agreed Interim Order; d. Any termination by the Court of the Debtor's use of cash collateral; or e. Failure to make the Adequate Protection Payment when due. A further interim hearing on the matter is scheduled for November 16 at 10 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3TXc6cs from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $6,000 for the week ending November 3, 2022; $97,644 for the week ending November 10, 2022; and $3,660 for the week ending November 17, 2022. About Crown Commercial Real Estate and Development, LLC Crown Commercial Real Estate and Development, LLC operates shopping center, located at 87th Street and Cottage Grove Avenue, Chicago, IL 60619. The Property consists of a shopping center owned and operated for 25 years by Crown Commercial. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-05113) on May 3, 2022. In the petition signed by Musa P. Tadro, manager, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. The Law Offices of Konstantine Sparagis is the Debtor's counsel. Judge Janet S. Baer oversees the case. CUREPOINT LLC: Court OKs Appointment of Chapter 11 Trustee ---------------------------------------------------------- Judge Jeffery Cavender of the U.S. Bankruptcy Court for the Northern District of Georgia approved the appointment of David Wender, Esq., as Chapter 11 trustee for Curepoint, LLC. Mr. Wender, a partner at Eversheds Sutherland (US), LLP, was appointed by the U.S. Trustee for Region 21 who oversees Curepoint's Chapter 11 case. Mr. Wender disclosed in court papers that he qualifies as a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The Chapter 11 trustee can be reached at: David A. Wender, Esq. Eversheds Sutherland (US), LLP 999 Peachtree Street, NE, Suite 2300 Atlanta, GA 30309-3996 Phone: +1.404.853.8175 Email: DavidWender@eversheds-sutherland.com About Curepoint LLC Curepoint, LLC -- https://www.curepointcancer.com/ -- provides radiation treatment for cancer patients at its facility in Dublin, Ga. Curepoint filed a petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 22-56501) on Aug. 19, 2022, with between $1 million and $10 million in both assets and liabilities. Phillip Miles, designated officer, signed the petition. Judge Jeffery W. Cavender oversees the case. Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the Debtor's counsel. CUSTOM ALLOY: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized Custom Alloy Corporation and CAC Michigan, LLC to use the cash collateral of CIBC Bank USA on an interim basis. The Debtors are permitted to use up to $1.2 million in cash collateral to pay the Debtors' ordinary, non-insider expenses for the week ending October 29, 2022. The Debtors require the use of cash collateral to continue their business operations without interruption. Custom and CIBC have entered into secured financing arrangements pursuant to that certain Loan and Security Agreement dated as of March 4, 2010. CAC Michigan guarantied the amounts owed by Custom under the Prepetition Loan Agreement. As of the Petition Date, the outstanding aggregate principal amount of the obligations owing by the Debtors to CIBC under the Prepetition Documents, exclusive of all accrued interest, fees, costs, expenses, charges, and other Obligations (including legal fees and expenses) is not less than $25,079,844. The Debtors' authorization, and the consent of CIBC to the use of cash collateral, will terminate, at CIBC's election and without further notice or Court order, upon the earlier of: (i) 11:59 pm on November 1, 2022; or (ii) the occurrence of an Event of Default; or (iii) three business days after CIBC has provided written notice to Debtors of the occurrence of an Event of Default under Paragraph 11(a) of the Order. As adequate protection, CIBC is granted a replacement lien under 11 U.S.C. section 361(2) on all assets of the Debtors arising after the Petition Date in an amount equal to the aggregate diminution in value (if any) of the Prepetition Collateral resulting from the sale, lease, or use by Debtors of its Prepetition Collateral, or the imposition of the automatic stay pursuant to Section 362 of the Bankruptcy Code. The Replacement Lien granted (i) will be deemed automatically valid and perfected without any further notice or act by any party and (ii) will remain in full force and effect notwithstanding any subsequent conversion or dismissal of either Case. To the extent the adequate protection provided proves insufficient to protect CIBC's interest in and to cash collateral, CIBC will have a super priority administrative expense claim, pursuant to 11 U.S.C. section 507(b), senior to any and all claims against Debtors under 11 U.S.C. section 507(a), whether in this proceeding or in any superseding proceeding, subject to payments due under 28 U.S.C. section 1930(a)(6). These events consist an "Event of Default": a. Either Debtor fails to perform any of its obligations with respect to use of cash collateral in accordance with the terms of the Order; b. Either Case is converted to a case under chapter 7 of the Code; or c. A trustee is appointed or elected in either of the Cases, or an examiner with expanded power to operate either of the Debtor's business is appointed in any of the Debtor's respective Case. A copy of the order is available at https://bit.ly/3gLN8yz from PacerMonitor.com. About Custom Alloy Corporation Custom Alloy Corporation is a manufacturer of specialty metals for seamless and welded pipe fittings & forgings, predominantly for customers requiring time-critical maintenance or repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N. J. Case No. 22-18143) on October 13, 2022. In the petition signed by Adam M. Ambielli, CEO and president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Michael B. Kaplan oversees the case. Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's counsel. DATG PIZZERIA: Gets Interim OK to Hire Furr Cohen as Legal Counsel ------------------------------------------------------------------ DATG Pizzeria, Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Furr Cohen, P.A. as its legal counsel. The firm's services will include: (a) advising the Debtor with respect to its powers and duties and the continued management of its business operations; (b) advising the Debtor with respect to its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; (c) preparing legal documents; (d) protecting the interest of the Debtor in all matters pending before the court; and (e) representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. Furr Cohen will be paid at these rates: Robert C. Furr $675 per hour Alvin S. Goldstein $575 per hour Alan R. Crane $525 per hour Marc P. Barmat $525 per hour Jason S. Rigoli $425 per hour Paralegals $175 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. The retainer is $30,000. Alan Crane, Esq., a partner at Furr Cohen, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Furr Cohen can be reached at: Alan R. Crane, Esq. Furr Cohen, P.A. 2255 Glades Road, Suite 301E Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 Email: acrane@furrcohen.com About DATG Pizzeria DATG Pizzeria, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17790) on Oct. 6, 2022, with $100,001 to $500,000 in both assets and liabilities. Judge Erik P. Kimball oversees the case. Alan R. Crane, Esq., at FurrCohen P.A. serves as the Debtor's legal counsel. DIXWELL PHARMACY: Court OKs Cash Collateral Access on Final Basis ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey in Newark authorized Dixwell Pharmacy, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor is permitted to use cash collateral up to the aggregate amount of $861,786for these purposes: a. maintenance and preservation of its assets; b. the continued operation of its business, including but not limited to payroll, payroll taxes, employee expenses, and insurance costs; c. the completion of work-in-process; d. the purchase of replacement inventory; and e. payment of allowed professional fees and expenses. As adequate protection, the Debtor's secured creditor, Live Oak, is granted a replacement perfected security interest under Section 361(2) of the Bankruptcy Code to the extent the Secured Creditor's cash collateral is used by the Debtor, to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that the Secured Creditor held in the Debtor's pre-petition collateral. The replacement lien and security interest granted is automatically deemed perfected upon entry of the Order without the necessity of the Secured Creditor taking possession, filing financing statements, mortgages or other documents. The Debtor will provide an adequate protection payment to Secured Creditor in the amount of $10,570, and an accounting to the Secured Creditor setting forth the cash receipts and disbursements made by the Debtor under the Order. A copy of the order and the Debtor's monthly budget is available at https://bit.ly/3Dhrhqg from PacerMonitor.com. The Debtor projects $640,587 in total cost of goods and $861,786 in total expenses. About Dixwell Pharmacy, LLC Dixwell Pharmacy, LLC operates a locally owned pharmacy and medical supply store in Hamden, Connecticut. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 22-17834) on October 3, 2022. Judge Vincent F. Papalia oversees the case. Brian G. Hannon, Esq., at Norgaard, O'Boyle and Hannon, is the Debtor's counsel. ELEVATED CONSTRUCTION: Seeks Chapter 11 to Keep Business Alive -------------------------------------------------------------- Laurel Deppen of Louisville Business First reports that Elevated Construction and Remodeling LLC filed for Chapter 11 bankruptcy. Elevated Construction and Remodeling is a Sellersburg, Indiana-based business that was founded about 25 years ago. It services Jefferson, Oldham and Bullitt counties in Kentucky, and Clark, Floyd, Scott and Harrison counties in Indiana. It offers roofing, deck, remodeling and additions services. William Harbison, a member of Seiller Waterman LLC, is representing Elevated Construction in its bankruptcy case. "This small-business case is a perfect example of why Congress chose to streamline the Chapter 11 bankruptcy process to make it a more affordable and realistic option for businesses that deserve to be saved, but would have been priced out of a traditional Chapter 11 process," Harbison wrote in a statement to Business First. "Elevated experienced many of the problems that small businesses faced during the pandemic, including the loss of key contributors to illness for extended periods. But Elevated can be profitable again and can continue to contribute to the local community and economy. Elevated will use the tools that Chapter 11 offers to reorganize its debt in a way that is transparent and fair to all of its stakeholders, including its vendors and customers, and it looks forward to serving Southern Indiana for years to come." The company has less than $50,000 in assets, according to the bankruptcy filing. Its estimated liabilities total between $100,001 and $500,000. The filing lists 11 creditors, including several regional businesses. There are claims against the business by both business and individuals for uncompleted service projects and a breach of contract. Some of the local companies listed as creditors include New Albany, Indiana-based Greenwell Plumbing for subcontractor services of $2,753; PC Home Center in New Albany for construction materials of $5,405; and R&R Construction for concrete subcontracting. About Elevated Construction and Remodeling Elevated Construction and Remodeling LLC -- https://www.elevatedconstructionandremodeling.com/ -- is an Indiana-based business that offers roofing, deck, remodeling and additions services. Elevated Construction and Remodeling LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-90939) on Oct. 17, 2022. In the petition filed by Edward Lee Marshall, as managing member, the Debtor reported assets up to $50,000 and liabilities between $100,000 and $500,000. The Debtor is represented by William P. Harbison of Seiller Waterman LLC. ENDO INT'L: Gets Court Approval to Use Cash After Creditors' Deal ----------------------------------------------------------------- A New York bankruptcy judge Wednesday, October 19, 2022, gave Endo International final approval to use the cash securing its loans after hearing it had made changes to the order in response to creditor complaints that the arrangement was too favorable to secured lenders. The Debtors on Oct. 18, 2022, filed a revised proposed final cash collateral orderafter engaging in constructive negotiations with the counsel to the Ad Hoc First Lien Group, the Official Committee of Unsecured Creditors and the Official Committee of Opioid Claimants. Additions and other changes to the final cash collateral agreed upon by the parties are: * Any Committee or the FCR may commence on or prior to June 20, 2023 (from Jan. 9 in the prior version) an adversary proceeding or contested matter filed by any Committee or the FCR to challenge the stipulations and waivers in the Final Cash Collateral Order. * The Challenge Period with respect to a Committee shall be tolled by the simultaneous filing of a standing motion seeking to commence any Challenge and an adversary proceeding seeking to prosecute such Challenge by that Committee, * $1,000,000 (compared to $500,000 in the prior version) of the proceeds may be used solely by any Committee appointed in these Cases and (B) $50,000 of the proceeds may be used solely by the FCR, in each case, to investigate the claims, causes of action, adversary proceedings, or other litigation against the Prepetition Secured Parties solely concerning the legality, validity, priority, perfection, enforceability or extent of the claims, liens, or interests held by or on behalf of each of the Prepetition Secured Parties related to the Prepetition Secured Indebtedness. * [N]othing in the Final Cash Order shall in any way restrict the Court from considering or applying the "equities of the case" exception under section 552(b) of the Bankruptcy Code sua sponte, and (b) either Committee may raise with the Court the Court's consideration of the application of the equities of the case exception under section 552(b) of the Bankruptcy Code, following proper notice and a hearing, in the event of (1) a successful Challenge, (2) a legal determination of the existence of material unencumbered Debtor assets or a pending proceeding (other than a Challenge) seeking a legal determination of the existence of material unencumbered Debtor assets, or (3) the existence of material unencumbered Debtor assets as agreed by the Debtors, the Prepetition Secured Parties, and the Committees, in each case of (1), (2) or (3), consistent with the "equities of the case” exception under section 552(b) of the Bankruptcy Code. * Any and all rights of the Committees with respect to credit bidding and/or any credit bid, including by the First Lien Collateral Trustee or Second Lien Collateral Trustee (in each case, either directly or through one or more acquisition vehicles), are hereby fully reserved and preserved. A limited objection was filed by certain lenders holding first lien obligations of the Debtors2 under the Credit Facilities and First Lien Notes but who are not signatories to the RSA. The Non-RSA First Lien Lenders ask for the removal of the provision purporting to grant the First Lien Collateral Trustee the right to credit bid, "either directly or through one or more acquisition vehicles," up to the full amount of the Prepetition First Lien Secured Parties' claims. But the provision was retained by the final order entered by the bankruptcy judge. Jones Day, led by Michael C. Schneidereit, and Bruce Bennett, are representing the Non-RSA First Lien Lenders. Skadden, Arps, Slate, Meagher & Flom LLP, led by Paul D. Leake, Lisa Laukitis, Shana A. Elberg, and Evan A. Hill, are representing the Debtors. 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 these Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as counsel and Ducera Partners LLC as investment banker. ESJ TOWERS: Committee Taps Dage Consulting as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors for ESJ Towers, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Dage Consulting CPAS, PSC as its financial advisor. The firm's services include: a) assisting the committee and its legal counsel in the examination and analysis of the Debtor's operations, financial condition, financial statements, schedules, monthly operating reports, plan of reorganization and other operating and financial documents filed; b) assisting the committee and its legal counsel in all matters related to court instructions, transactions and information requests of an accounting or financial nature; c) assisting the committee's legal counsel during depositions and court hearings; and d) providing expert witness services, if considered necessary, and other related services. The firm will charge the following fees: Manager Consultant $150 per hour Senior Consultant $100 per hour Staff Consultant $75 per hour Jose Diaz Crespo, a certified public accountant at Dage Consulting, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jose A. Diaz Crespo, CPA Dage Consulting CPA's, PSC 340 Industrial Victor Fernandez Suite 201B San Juan, PR 00926 Tel: 787-428-3388 Email: jdiaz@dageconsulting.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, with 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; Dage Consulting CPAS, PSC as financial advisor; and De Angel & Compania, CPA, LLC as auditor. EXPRESSJET AIRLINES: Recovery for Unsecureds Still to Be Determined ------------------------------------------------------------------- ExpressJet Airlines LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated October 24, 2022. ExpressJet is a Delaware limited liability company. Historically, the Debtor operated as a regional airline carrier, providing flight services on behalf of other airlines under private label capacity purchase agreements using aircraft subleased from United Airlines, Inc. ("United"). When ExpressJet resumed commercial operations in October 2021, its business plan was predicated on, among other parameters, being able to: (1) grow sufficiently to spread overhead costs across a growing fleet and achieve competitive unit costs, (2) generate sufficient revenues, and (3) maintain costs at business-plan levels. Due to several outside factors, ExpressJet was unable to achieve these three objectives. As a result, ExpressJet's operating expenses increased precipitously and became an unacceptable drain on the company's assets, thereby leading to this chapter 11 case. The Debtor filed the chapter 11 case to sell its remaining assets with the goal of maximizing the recovery for its Estate and creditors. The remaining assets primarily comprise aircraft parts and tooling and ground support equipment. On September 15, 2022, the Bankruptcy Court held a status conference on the Debtor's proposed sale process for its remaining physical assets. The Debtor decided to publicly market its remaining physical assets through a Request for Proposal ("RFP") process. The Bankruptcy Court approved the Debtor's proposed sale process. Pursuant to the sale process, JSX Holdings, LLC, submitted a proposal for substantially all the Debtor's assets by the proposal deadline of September 30, 2022, for a purchase price of $9,000,000. The Debtor determined that the Purchaser's proposal, as subsequently improved, was the highest and best bid for the assets and therefore the winning proposal. The Debtor anticipates the sale approved by the Sale Order will close on or before November 18, 2022. The Debtor expects the sale of the remaining physical assets to yield approximately $9,000,000 in net proceeds for the benefit of the Debtor's estate and its creditors. The Debtor has also decided to publicly market the Reorganization Assets through a separate RFP process. The RFP is for a Plan Sponsor who will contribute Cash or other consideration in exchange for the New Equity Interests of the Reorganized Debtor. Under this RFP process, binding letters of intent are due on or before November 4, 2022. Parties who submit binding letters of intent will then have an opportunity to review the Manual and Materials as well as the Union Contracts before the deadline to submit final bids on November 18, 2022. After the deadline for final bids, the Debtor will determine whether the net proceeds from any proposed transaction with respect to the Reorganization Assets will materially outweigh the costs associated with pursuing, documenting and closing such transaction, including any costs regarding obtaining regulatory approval to transfer the DOT Certificate and FAA Certificate. If the Debtor determines the net proceeds materially outweigh the costs, the Debtor will pursue the Reorganization Toggle outlined in this Plan. Under this scenario, the Debtor intends to select a Plan Sponsor no later than November 22, 2022, and will File a notice with the Bankruptcy Court identifying the Plan Sponsor and the proposed Plan Sponsor Contribution. Following the sale of substantially all the Debtor's physical assets to the Purchaser, the Debtor is focused principally on winding down its business and preserving Cash held in the Estate. The Debtor's Retained Assets currently consist of proceeds of the sale to the Purchaser and certain Causes of Action. The Debtor also has the Reorganization Assets. Under the Liquidation Toggle, this Plan provides for the Debtor's Retained Assets to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan. Under the Reorganization Toggle, this Plan provides for the Reorganization Assets to vest in the Reorganized Debtor free and clear of all Liens, claims, and encumbrances. The Plan Sponsor will make the Plan Sponsor Contribution in exchange for the New Equity Interests of the Reorganized Debtor. The Debtor's Retained Assets and the Plan Sponsor Contribution will then be distributed to Holders of Allowed Claims in accordance with the terms of the Plan. Class 4 consists of General Unsecured Claims. Except to the extent that the Holder of an Allowed Claim in Class 4 agrees to less favorable treatment, each Holder of an Allowed Claim in Class 4 shall receive, on the Effective Date, in full and final satisfaction, settlement, and release of and in exchange for its Allowed Class 4 Claim its Pro Rata Share of the General Unsecured Claim Distribution Fund. The Disclosure Statement still has blanks as to the estimated allowed amount and percentage recovery for holders of claims. Class 6 consists of Equity Interests. If the Liquidation Toggle is selected, then, on the Effective Date, all Existing Equity Interests shall be cancelled and each Holder of an Existing Equity Interest in the Debtor shall receive no Distribution pursuant to the Plan. If the Reorganization Toggle is selected, then, on the Effective Date, all Existing Equity Interests shall be deemed canceled, extinguished and discharged and of no further force or effect, and each Holder of an Existing Equity Interest in the Debtor shall receive no Distribution pursuant to the Plan. The Debtor shall continue in existence after the Effective Date as the Post-Effective Date Debtor for purposes of (1) winding down the Debtor's Estate as expeditiously as reasonably possible and liquidating any non-Cash Retained Assets held by the Post Effective Date Debtor after the Effective Date, (2) resolving any Disputed Administrative Claims, Priority Tax Claims, Secured Claims, and Other Priority Claims, (3) paying Allowed Claims in accordance with this Plan, (4) enforcing and prosecuting claims, interests, rights, and privileges under any Causes of Action in an efficient manner and only to the extent the benefits of such enforcement or prosecution are reasonably believed to outweigh the costs associated therewith, (5) filing appropriate tax returns, and (6) administering the Plan in an efficacious manner. On the Effective Date, the Retained Assets and Reorganization Assets shall vest in the Post-Effective Date Debtor for the purpose of liquidating the Estate and consummating the Plan. The Retained Assets and Reorganization Assets shall be held free and clear of all liens, Claims, and Interests of Holders of Claims and Interests, except as otherwise provided in the Plan. Any Distributions to be made under the Plan from the Retained Assets or General Unsecured Claim Distribution Fund shall be made by the Plan Administrator or his, her or its designee. The Post-Effective Date Debtor and the Plan Administrator shall be deemed to be fully bound by the terms of the Plan and the Confirmation Order. A full-text copy of the Combined Disclosure Statement and Plan dated October 24, 2022, is available at https://bit.ly/3TKdeAw from Epiq Corporate Restructuring LLC, claims agent. Counsel to the Debtor: Eric D. Schwartz, Esq. Matthew B. Harvey. Esq. Paige N. Topper, Esq. Jonathan M. Weyand, Esq. Sophie Rogers Churchill, Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 North Market Street, 16th Floor Wilmington, DE 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 Email: eschwartz@morrisnichols.com mharvey@morrisnichols.com ptopper@morrisnichols.com jweyand@morrisnichols.com srchurchill@morrisnichols.com About Expressjet Airlines ExpressJet Airlines, LLC -- https://expressjet.com/ -- is a regional U.S. airline headquartered in College Park, Ga. ExpressJet Airlines sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10787) on Aug. 23, 2022, with between $10 million and $50 million in both assets and liabilities. John Greenlee, president of ExpressJet Airlines, signed the petition. Morris, Nichols, Arsht & Tunnell, LLC and Eversheds Sutherland (US), LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. FAIRFIELD HARBOURSIDE: Gets Court OK to Hire Special Counsel ------------------------------------------------------------ Fairfield Harbourside Condominium Association, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Jordan Price Wall Gray Jones & Carlton, PLLC as its special counsel. The firm's services include: a. providing the Debtor with real estate services; b. assisting the Debtor in direct marketing efforts; c. completing research and consultations regarding all real property matters; d. conducting all litigation associated with adversary proceedings in regard to timeshare ownership interests in Fairfield Harbourside Condominium Association, Inc., not otherwise voluntarily transferred; e. addressing and responding to timeshare owner inquiries and complaints with respect to the Debtor's timeshare operation issues and proposed resolutions; f. assisting with all litigation matters within the Chapter 11 bankruptcy including representation at 2004 examinations and document production as needed; g. assisting and providing all necessary information to the Debtor's counsel to prepare a Chapter 11 plan of reorganization; and h. representing the Debtor in all other non-bankruptcy law-related matters. The firm will charge these hourly fees: Hope Carmichael $450 per hour Natasha Barone $320 per hour Abigail Breedlove $300 per hour Other Associate Attorneys $280 to $350 per hour Paralegals $140 per hour As disclosed in court filings, Jordan neither holds nor represents any interest adverse to the Debtor's estate. The firm can be reached through: Hope D. Carmichael, Esq. Jordan Price Wall Gray Jones & Carlton, PLLC 1951 Clark Avenue P.O. Box 10669 Raleigh, NC 27605 Phone: 919-828-2501 Email: hcarmichael@jordanprice.com About Fairfield Harbourside Condominium Association Fairfield Harbourside Condominium Association, Inc filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02267) on Oct. 4, 2022, with up to $1 million in assets and up to $500,000 in liabilities. Judge Joseph N Callaway presides over the case. Jason L. Hendren, Esq., at Hendren Redwine & Malone, PLLC and Jordan Price Wall Gray Jones & Carlton, PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. FIRST GUARANTY: Fannie Mae Says Sales Motion Too Unclear -------------------------------------------------------- The Federal National Mortgage Association ("Fannie Mae") asked a Delaware bankruptcy judge to reject First Guaranty Mortgage Corp.'s request to set bidding procedures for its assets until the company clears up what is being put on the block, saying it may be trying to sell licenses that don't exist. Fannie Mae and First Guaranty Mortgage Corporation were parties to a Lender Contract pursuant to which FGMC sold mortgage loans to Fannie Mae and serviced mortgage loans owned by Fannie Mae. Multiple orders of the Court and a post-petition settlement agreement have completely resolved all elements of the parties' relationship under the Lender Contract, and nothing will remain for the Debtors to retain, assume and assign, or sell. Though the Motion requests approval of a future sale, it is primarily a motion for approval of bid procedures and the scheduling of a sale hearing after an auction. As a result, the Motion includes scant detail regarding any proposed sale aside from a vague reference to the sale of undefined "Assets." Fannie Mae says the lack of information concerning the specific assets to be sold renders the Motion objectionable in and of itself. However, certain other filings by the Debtors suggest potentially troubling intentions not disclosed in the Motion. On Sept. 12, 2022, the Debtors filed their Debtors' Application for Entry of an Order Authorizing the Retention and Employment of Strategic Mortgage Finance Group, LLC as Investment Banker to the Debtors, which includes certain descriptions of a planned sale of a "shell entity" and an alleged "license" with Fannie Mae. Through its counsel, Fannie Mae reached out to Debtors' counsel multiple times both orally and in writing for clarification on the purported existence of any "license" related to Fannie Mae and whether the Debtors were purporting to directly or indirectly sell any rights or claims in any way related to Fannie Mae. Fannie Mae did not receive any substantive response. As a result, Fannie Mae is compelled to file the bidding procedures objection to protect its rights under the Court's prior orders and Fannie Mae's agreements with the Debtors. About First Guaranty Mortgage First Guaranty Mortgage Corporation -- https://www.fgmc.com/ -- was a full service, non-bank mortgage lender, offering a full suite of residential mortgage options tailored to borrowers' different financial situations. It was one of the leading independent mortgage companies in the United States that originated residential mortgages through a national platform. Just before the bankruptcy filing, as a result of an extreme and unanticipated liquidity crisis and resultant inability to obtain additional capital, FGMC ceased all of its mortgage loan origination activity and separated nearly 80% of its workforce. FGMC and an affiliate commenced Chapter 11 Cases to evaluate their options, accommodate their customers, and maximize and preserve value for all stakeholders. First Guaranty Mortgage Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10584) on June 30, 2022. Affiliate Maverick II Holdings, LLC also sought bankruptcy protection (Bankr. D. Del. Case No. 22-10583). In the petition signed by Aaron Samples, chief executive officer, FGMC disclosed up to $1 billion in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. Dentons US LLP and Pachulski Stang Ziehl, and Jones LLP represent the Debtors as counsel. FTI Consulting, Inc. and Strategic Mortgage Finance Group, LLC, serve as chief restructuring officer (CRO) provider and investment banker, respectively. Kurtzman Carson Consultants, LLC, is the claims and notice agent. LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by lawyers at Greenberg Traurig, LLP. The Cash Flow DIP Lender is an indirect subsidiary of a private investment managed by Pacific Investment Management Company LLC. B2 FIE IV LLC, an affiliate of the DIP Lender, owns 100% of the equity interests of FGMC. Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser while Barclays Capital Inc. serves as DIP MSFTA Counterparty. They are represented by Hunton Andrews Kurth LLP and Potter Anderson & Corroon LLP. FREE SPEECH: Pushes Bankruptcy Plan Deadline to January 2023 ------------------------------------------------------------ James Nani of Bloomberg Law reports that the bankrupt parent company of Alex Jones' right-wing conspiracy website Infowars has asked a court to give it until early 2023 to file a reorganization plan. Free Speech Systems LLC asked a Texas bankruptcy court on Friday, October 21, 2022, to extend the deadline for it to file the plan to Jan. 5, 2024. The deadline is currently Oct. 27, 2022. Free Speech in court papers said that it needs more time partly because it had to replace its chief restructuring officer. The company also cited upcoming mediation between it, Jones, and families of the 2012 Sandy Hook Elementary School shooting. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A Haselden has been appointed as Subchapter V trustee. Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC, is the Debtor's counsel. FREE SPEECH: Trustee Taps Jackson Walker as Bankruptcy Counsel -------------------------------------------------------------- Melissa Haselden, Subchapter V trustee for Free Speech Systems, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jackson Walker, LLP as her bankruptcy counsel. The firm's services include: a) conducting an investigation required by the Court; b) assisting the Trustee in analyzing claims owned by the estate against third parties arising under chapter 5 of the Bankruptcy Code and other applicable law; c) conducting appropriate examinations of witnesses, claimants, and other parties-in-interest in connection with the Trustee's duties in the case; d) representing the Trustee in the bankruptcy case, any adversary proceedings, and other proceedings before the Bankruptcy Court, and in any other judicial or administrative proceeding; and e) performing any other legal services that may be appropriate in connection with the foregoing. Jackson Walker agreed to a 20 percent reduction in its standard rates for the general representation in this matter. The firm will be paid at these hourly rates: Attorneys Elizabeth C. Freeman $750 Sean Gallagher $492 Legal Assistants: Kendra E. Gradney $164 Daniela M. Trevino $156 Jolene Pupo $148 Elizabeth Freeman, a partner with Jackson Walker, 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: Elizabeth Freeman, Esq. Jackson Walker LLP 1400 McKinney St., Suite 1900 Houston, TX 77010 Phone: (713) 752-4200 Fax: (713) 752-4221 Email: efreeman@jw.com About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. On July 29, 2022, Free Speech Systems filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-60043), with between $50 million and $100 million in both assets and liabilities. The Debtor has elected to proceed under Subchapter V of Chapter 11. Melissa A. Haselden, who serves as Subchapter V trustee, is represented by Jackson Walker, LLP. Judge Christopher M. Lopez oversees the case. The Debtor tapped the Law Offices of Ray Battaglia, PLLC as legal counsel, and Patrick Magill at Magill, PC as chief restructuring officer. FREE SPEECH: Wins Interim Cash Collateral Access ------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, authorized Free Speech Systems, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Court directed the Debtor to maintain debtor-in-possession accounts at Axos Bank which accounts will contain all operating revenues and any other source of cash constituting cash collateral, which is (or has been) generated by and is attributable to the Debtor's business. Other than as provided for in the Budget, the Debtor will not make any payment to or for the benefit of any insider of the Debtor, either directly or indirectly, as that term is defined in section 101(31) of the Bankruptcy Code. In addition, no payments to any insider during the Interim Period will exceed $10,000. The (i) rights of creditors and parties-in-interest to object to the appropriateness of post-petition payments to PQPR for Inventory Purchases and file pleadings with the Court seeking to claw back the PQPR Payment as set forth in the First and Second Interim Cash Collateral Orders are fully preserved by the Order and (ii) the Debtor will provide notice to creditors and parties in interest upon the upon payment in full of the $500,000 inventory purchase payment to PQPR originally scheduled to be paid in the Second Interim Cash Collateral Order and the time for objections to that payment will expire 30 days following the date the notice of final payment is filed with the Court. The Debtor is permitted to instruct its credit card processor to remit to Blue Ascension, LLC its fulfillment charges as set forth in the Motion, from the daily settlement contemporaneously with the distributions to FSS and PQPR. The Debtor will report each Tuesday for the preceding calendar week reflecting weekly sales and disbursement of the proceeds of those sales. A copy of the report will be forwarded to the U.S. Trustee, the Subchapter V Trustee, counsel for PQPR and Jarrod Martin as a representative of the Connecticut and Texas plaintiffs. A final hearing on the matter is set for November 22 at 2 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3DClGMx from PacerMonitor.com. The budget provides for total operating expenses, on a weekly basis, as follows: $435,619 for the week ending November 4, 2022; $227,037 for the week ending November 11, 2022; $114,70 for the week ending November 18, 2022; and $295,925 for the week ending November 25, 2022. About Free Speech Systems LLC Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. On July 29, 2022, Free Speech Systems LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043). The Debtor has elected to proceed under subchapter V of chapter 11. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor estimated assets and liabilities between $50 million and $100 million. Judge Christopher Lopez oversees the case. Melissa A. Haselden has been appointed as Subchapter V trustee. The Law Offices of Ray Battaglia, PLLC, is the Debtor's counsel. GAGE'S Granite: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Gage's Granite LLC 2427 Glenda Lane Dallas, TX 75229 Chapter 11 Petition Date: October 27, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-32010 Debtor's Counsel: Brandon Tittle, Esq. TITTLE LAW GROUP, PLLC 5550 Granite Pkwy Suite 290 Plano, TX 75024 Tel: 972-987-5094 Email: btittle@tittlelawgroup.com Total Assets as of October 20, 2022: $1,726,673 Total Liabilities as of October 20, 2022: $1,538,095 The petition was signed by Christopher Raines as sole member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R25KG4I/Gages_Granite_LLC__txnbke-22-32010__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R63ZTUY/Gages_Granite_LLC__txnbke-22-32010__0001.0.pdf?mcid=tGE4TAMA GLATFELTER CORP: S&P Downgrades ICR to 'CCC+', Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Glatfelter Corp to 'CCC+' from 'B+' and the issue-level rating on the senior unsecured notes to 'CCC' from 'B'. The negative outlook reflects the potential of a lower rating if Glatfelter does not address its term loan maturity within the next few quarters and liquidity deteriorates further. Glatfelter's EBITDA is about 20% lower year over year, even after closing almost $500 million of debt-funded acquisitions in 2021. S&P said, "We lowered our expectations for revenue and EBITDA in 2022 and 2023, which will raise S&P Global Ratings-adjusted leverage in both years, compounded by negative FOCF in 2022. A severe drop-off in volume shipped due to lower wall cover base paper and tea filter products shipments to customers in Russia and Ukraine, along with a spike in raw materials and energy costs, and a gap in price response have contributed to 500 basis points lower gross and EBITDA margins. Despite efforts in the first half of 2022 to better align pricing contracts to input costs, persistent cost inflation affecting energy, raw materials, and freight pushed margins down, particularly in the Composite Fibers and Spunlace segments. Lower earnings and elevated working capital drained about $100 million in FOCF in the first half of 2022, which will likely necessitate sharply higher prices amid persistently high raw materials and energy costs. Working capital headwinds, rising financing costs, and capital expenditure (capex) could lead to negative FOCF for full year 2022. We now expect S&P Global Ratings-adjusted leverage will remain elevated above 6x even at the end of 2023, almost two turns higher than our previous forecast." The combination of high leverage and weak FOCF places Glatfelter's capital structure under pressure, ahead of its upcoming debt maturity in early 2024. S&P said, "Our view of Glatfelter's liquidity could deteriorate if it does not refinance its upcoming term loan maturity before it becomes current in the first quarter of 2023. While we believe the company will maintain adequate liquidity across the next 12 months, its $194 million term loan maturing in February 2024, poses considerable refinancing risks as credit conditions tighten and its credit metrics deteriorate. We note that Management intends to address the maturity before the debt becomes current, but the timing is uncertain. As of June 30, 2022, available liquidity under the company's $400 million revolving credit facility ($319 million undrawn) was $131 million, indicating tight covenant headroom limits Glatfelter's ability to draw on the full amount. Difficult credit market conditions against the backdrop of depressed margins, rising debt, and an 80% decline in equity value, in our view, reduce prospects of outside funding. As a consequence, we now view Glatfelter as dependent upon a favorable turn in profitability, better cash flow, lower debt, and receptive capital markets to refinance in the next 12-18 months. Additionally, Glatfelter's financial commitments appear unsustainable over the long term in the absence of improved profitability, although it may not face a credit or liquidity crisis in the next 12 months." The negative outlook on Glatfelter reflects its weak earnings and cash flow ahead of its term loan maturity in February 2024. If credit metrics and liquidity do not improve in 2023, it would add significant uncertainty to the company's ability to refinance the term loan. S&P could lower the rating on Glatfelter within 12 months if: -- Its earnings and cash flow stay weak so that liquidity deteriorates, particularly as the term-loan maturity nears; -- S&P anticipates a breach of its financial covenants, which could occur if margins contracted further; or -- The company announces a debt exchange or restructuring that S&P could deem tantamount to a default. S&P could revise the outlook to stable or raise the rating if the company: -- Improves profitability and cash flow within 6–12 months, enabling it to refinance the term loan due February 2024; and -- Maintains compliance with its covenants while demonstrating a minimum 15% EBITDA headroom. ESG credit indicators: E-2, S-2, G-2 GOLD WING TRADING: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Gold Wing Trading Inc. filed for chapter 11 protection in the District of Central California without stating a reason. According to court filings, Gold Wing Trading 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. 23, 2022, at 10:00 AM at UST-LA2, TELEPHONIC MEETING. CONFERENCE LINE:1-866-816-0394, PARTICIPANT CODE:5282999. About Gold Wing Trading Gold Wing Trading Inc, is a commercial products wholesale and distributor in California. Gold Wing Trading Inc, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-15733) on October 23, 2022. In the petition filed by Maggie Jun Lei, as chief financial officer, the Debtor reported assets between $500,000 abd $1 million and liabilities between $10 million and $50 million. The Debtor is represented by Roseann Frazee of Frazee Law Group. GRACES GOOD FOOD: Natural Foods Company Pursues Liquidation ----------------------------------------------------------- Grace's Goodness, a natural foods company in Boulder, Colorado, has filed for Chapter 7 bankruptcy. According to Web site https://gracesgoodness.com/pages/our-mission, Graces Good Food LLC, which does business as Grace's Goodness Organics, provides the highest quality plant-based and certified organic products expertly crafted by its founder, Grace Ventura. Grace has spent a lifetime of study and practice in the world of nutrition and holistic healing rooted in food. The Company sells its products on its website, on Amazon and in several stores in the Colorado area. About Graces Good Food Graces Good Food LLC is a Boulder, Colorado-based natural foods company. Graces Good Food LLC sought protection under Chapter 7 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-14024) on Oct. 18, 2022. The Debtor's counsel: Robertson B. Cohen 303-933-4529 rcohen@cohenlawyers.com The Chapter 7 trustee: Trustee Jeanne Y. Jagow P.O. Box 271088 Littleton, CO 80127 GT REAL ESTATE: Says York County Can't Vote on Chapter 11 Plan -------------------------------------------------------------- GT Real Estate Holdings, a company tied to a failed Carolina Panthers practice facility project, asked a Delaware bankruptcy judge to deny York County, South Carolina, $20 million in votes on the company's Chapter 11 plan, arguing the city has no claim for payment in the case. Among other things, York County, South Carolina has sought a return of a $21 million contribution that the County made to support the Debtor's multi-hundred-million dollar investment in the development of a mixed-use, pedestrian-friendly community, sports and entertainment venue. But GT Real Estate Holdings, insisting that it doesn't owe anything to York County, is opposing a motion by York County for temporary allowance of its claims for voting purposes under the Debtor's reorganization plan. "For purposes of responding to the Motion, even a brief examination of key provisions in the FILOT Agreement and other contracts related to the Project demonstrates that the County has no legitimate economic interest in the chapter 11 case and is not entitled to the return of its $21 million contribution; nor is it entitled to damages for any purported breach by the Debtor of any obligation to the County. As such, under Rule 3018, the County is simply not entitled to vote on the Debtor's chapter 11 plan of reorganization," the Debtor said in a response to the motion. The County has asked the Court to temporarily allow its claim of not less than $81,377,689 or such other amount that is commensurate with its economic interest in this Chapter 11 Case for purposes of voting to accept or reject the Plan. The County advanced $21 million dollars of tax funds to the Debtor for express and limited purpose of the expansion of the Mt. Gallant Highway from a two lane road to a five lane road (the "Mt. Gallant Project"). The County added that it has suffered damages traceable to (i) the loss of the County Payment, (ii) the increased cost of undertaking the Mt. Gallant Project, and (iii) the lost revenue from the failure of the Debtor to construct the Carolina Panthers football franchise’s headquarters and practice facility. The Debtor has commenced an adversary proceeding -- styled as GT Real Estate Holdings, LLC v. York County, and is being administered at Adv. Pr. No. 22-50391 -- seeking a declaratory judgment that the Debtor owes no obligations to the County. But so far the Court has made no determinations as to the merits of the allegations in the Complaint and has not ruled on any portion of the Complaint. About GT Real Estate Holdings GT Real Estate Holdings is a real estate company owned by David Tepper. It was created to own and develop a mixed-use, pedestrian-friendly community, sports, and entertainment venue, that would also include a new headquarters and practice facility for the Carolina Panthers, a National Football League team, situated on a 234-acre site located in Rock Hill, South Carolina. The company suspended further development of the Project in March 2022. GT Real Estate Holdings sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10505) on June 2, 2022. In the petition filed by Jonathan Hickman, as chief restructuring officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Hon. Karen B. Owens is the case judge. The Debtor tapped White & Case LLP as restructuring counsel; Farnan LLP, as Delaware counsel; and Alvarez & Marsal as financial advisor. Kroll Restructuring Administration LLC is the claims agent. HACIENDA COMPANY: Seeks to Hire Levene as Bankruptcy Counsel ------------------------------------------------------------ The Hacienda Company, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Levene, Neale, Bender, Yoo & Golubchik, LLP as its bankruptcy counsel. The firm's services include: (a) advising the Debtor with respect to bankruptcy requirements and other applicable requirements; (b) advising the Debtor concerning the rights and remedies of its bankruptcy estate and the rights, claims and interests of creditors; (c) representing the Debtor in any proceeding or hearing in the bankruptcy court involving its estate; (c) representing the Debtor in any proceeding or hearing in the bankruptcy court involving its estate; (d) conducting examinations of witnesses, claimants or adverse parties, and representing the Debtor in any adversary proceeding; (e) preparing legal papers; (f) representing the Debtor with regard to obtaining use of debtor-in-possession financing or cash collateral; (g) assisting the Debtor in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement; and (h) performing other necessary services. The firm's hourly rates are as follows: David L. Neale, Esq. $650 Lindsey L. Smith, Esq. $550 In addition, the firm will seek reimbursement for expenses incurred. The Debtor agreed to pay the firm a retainer of $40,785. David Golubchik, Esq., a partner at Levene, 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: David B. Golubchik, Esq. Levene, Neale, Bender, Yoo & Brill, LLP 10250 Constellation Blvd., Ste. 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: dbg@lnbyb.com About The Hacienda Company The Hacienda Company, LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-15163) on Sept. 21, 2022, with between $1 million and $10 million in both assets and liabilities. Susan Seflin has been appointed as Subchapter V trustee. Judge Neil W. Bason oversees the case. The Debtor is represented by David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik LLP. HANSABEN INVESTMENTS: Unsecureds to Split $50K in Bank's Plan ------------------------------------------------------------- Poppy Bank, the largest creditor of Debtor Hansaben Investments, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California a Disclosure Statement to support Chapter 11 Plan for the Debtor dated October 24, 2022. The Debtor's sole asset is a 60-room franchised La Quinta Inn and Suites located on Pitman Road in Fairfield California. The Debtor purchased the Hotel in March 2014 for a purchase price of $3,400,000 according to information the Bank received in 2018, when it provided loans to the Debtor. As part of a refinance of the Debtor's purchase money loan, the Bank provided the Debtor two separate secured loans on or about June 26, 2018, in the respective amounts of $2,500,000 and $4,287,900 ("Bank Loans"). The Bank commenced nonjudicial foreclosure proceedings and had caused to be set a foreclosure sale date of May 26, 2022. The Debtor filed a voluntary Chapter 11 petition the day before, on May 25, 2022, initiating this Bankruptcy Case, to stay the Bank's foreclosure sale. On the same date, two of the Debtor's affiliates, owned or controlled by the Patel family, Prithvi Investments, LLC, and Rudra Investments, LLC also filed separate Chapter 11 cases with the Bankruptcy Court. This is a liquidating Plan. On the Effective Date, a date 15 days after the Bankruptcy Court enters its Confirmation Order, Atlas Property Group, a real estate broker with expertise in marketing and selling California hotels such as the Debtor's sole asset, will immediately list the Hotel for sale and use its best efforts to procure a signed contract for sale with a competent buyer and operator. The deadline to close a sale, unless the Bankruptcy Court extends the deadline for cause, will be 5 months after the Effective Date. Any such sale will be subject to overbid and then, to Bankruptcy Court approval. The Bank will have the right to credit bid as an overbidder in response to any such sale o ffer. If there is no approved or closed sale by the Sale Deadline, the Bank can complete its foreclosure sale against the Hotel. The Plan also requires the Bank to pay or cause to be paid all Allowed Administrative Priority Claims, such as professional fees and costs, and other Unclassified Claims, on the later of the Effective Date or when the Claims become allowed. With regard to the transient occupancy tax claims ("TOT") owing to the City of Fairfield, currently exceeding $417,000, the Plan provides that TOT will be paid in full over 5 years under the Plan, and likely sooner than that because a purchaser through a Sale Transaction would assume personal liability for TOT under applicable California law, and if it failed to pay or reach agreement to do so with the City of Fairfield, the Bank would pay TOT over time in consideration of indemnity claims against the buyer if it does not pay. The Plan provides Creditors who hold Allowed Unsecured Claims with a pot in the amount of $50,000 to be distributed, Pro Rata, to the holders of such Claims on or promptly after the Effective Date. The Bank calculates that amount of the Unsecured Claims totals $603,659. Included as a general Unsecured Claim is the $519,361 claim filed by the United States Small Business Administration ("SBA"), which provided a loan to the Debtor in 2021 secured only by the furniture and equipment at the Hotel, a third priority lien behind the Bank's secured claims, a lien that has no value. Also included as a general Unsecured Claim is $6,060 of a Claim filed by the Franchise Tax Board secured by a fourth priority lien against the Debtor's personal property. The Plan provides further that if there is a Sale Transaction and there are surplus funds from the sale, those will be distributed Pro Rata to the holders of Allowed Unsecured Claims. The ownership interests in the Debtor will be canceled on confirmation and receive no distributions. The holders of general Unsecured Claims are classified as Class 3 Claims. The total amount of General Unsecured Claims is $605,285. That amount includes Claims asserted by the SBA, for $519,361, and by the FTB, for $6,060 as Claims secured by the Debtor's personal property. The SBA and FTB Claims are completely unsecured Claims as there is no value to third and fourth priority (behind the Bank) liens on the Debtor's personal property, furnishings and equipment incorporated in its Hotel operations, which the Debtor valued at $159,700 in its Schedules. Unsecured Claims, unless they are Disputed Claims, will be paid, Pro Rata, on the Effective Date from a pot in the amount of $50,000 which will be funded by the Bank through a cash infusion into the Plan Disbursement Account. If the Hotel is sold and there are surplus sale proceeds after payment of the Bank, the Class 1 secured tax Claim, TOT and any other costs of sale, the remaining sums will be paid, Pro Rata, to the Class 3 Creditors from such net sale proceeds. There will be no other payments under the Plan to Class 3 Creditors. Class 4 consists of the ownership Interests in the Debtor held by Hitesh Patel, Bhavesh Patel, and Reena Patel. These Interests will be canceled on the Effective Date and will receive no distributions through the Plan. A full-text copy of the Disclosure Statement dated Oct. 24, 2022, is available at https://bit.ly/3N8A0zP from PacerMonitor.com at no charge. Attorneys for Poppy Bank: Mitchell B. Greenberg, Esq. mgreenberg@abbeylaw.com ABBEY, WEITZENBERG, WARREN & EMERY, P.C. 100 Stony Point Road, Suite 200 Santa Rosa, CA 95401 Telephone: 707-542-5050 Facsimile: 707-542-2589 About Hansaben Investments Hansaben Investments, LLC, owns the 60-room franchised La Quinta Inn and Suites located at 316 Pittman Road, Fairfield, CA. The entity is owned by the Patel Family, and Hitesh Patel is the manager. Hansaben Investments sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-30258) on May 25, 2022. In the petition filed by Hitesh Patel, manager, the Debtor disclosed $10,030,061 in assets and $8,330,389 in liabilities. Judge Dennis Montali oversees the case. Thomas Willoughby, Esq., at Felderstein Fitzgerald Willoughby Pascuzzi Rios LLP, is the Debtor's counsel. Two other affiliates controlled by the Patel family have sought Chapter 11 protection: Prithvi Investments, LLC, and Rudra Investments, LLC. HOPKINS HAWLEY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Hopkins Hawley LLC d/b/a Hopkins & Hawley a/d/b/a Seaport House Restaurant a/d/b/a Miani 229 Front Street New York, NY 10038 Chapter 11 Petition Date: October 27, 2022 Court: United States Bankruptcy Court Southern District of New York Case No.: 22-11411 Judge: Hon. Philip Bentley Debtor's Counsel: Julio E. Portilla, Esq. LAW OFFICE OF JULIO E. PORTILLA, P.C. 555 Fifth Avenue, 17th Floor New York, NY 10017 Tel: (212) 365-0292 Fax: (212) 365-4417 Email: jp@julioportillalaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kian D. Khatibi as authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FYWJB3Y/Hopkins_Hawley_LLC_dba_Hopkins__nysbke-22-11411__0001.0.pdf?mcid=tGE4TAMA INSTANT BRANDS: Moody's Lowers CFR to 'B3', Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded Instant Brands Holdings Inc.'s ratings including its Corporate Family Rating to B3 from B1, its Probability of Default Rating to B3-PD from B1-PD, and the rating on the company' first lien term loan due 2028 to B3 from B1. The outlook is negative. The ratings downgrade and negative outlook reflects Instant Brands' weakened credit metrics and liquidity following lower operating results in the first half of fiscal 2022, and Moody's expectations that financial leverage will remain high over the next 12-18 months as industry headwinds persist past 2022. Instant Brands reported meaningfully lower operating results for the first half of fiscal 2022, with year-over-year revenue declining 21% and company-adjusted EBITDA lower by more than 50%. As a result, Instant Brands' debt/EBITDA increased to about 7.2x for the last twelve months period ending June 30, 2022, up from 5.4x at the end of fiscal 2021. The weaker operating results were primarily driven by softness in the company's appliance business. This segment was impacted by reduced replenishment orders as the company's retail partners focused on reducing elevated inventory levels. In addition, a high level of competitive discounting in efforts to reduce inventory in the retail channel also continued to pressure sales and earnings. The housewares business was negatively impacted by ongoing lockdowns in China, with North America sales remaining stable. Moody's does not anticipate any meaningful recovery in operating profits during the second half of fiscal 2022, resulting in debt/EBTIDA leverage remaining high at around 7.0x by fiscal year end 2022. The negative free cash flow since fiscal 2021 due to elevated working capital is leading to higher debt than originally forecasted, and liquidity is constrained by the large borrowings on the $250 million asset based lending (ABL) revolving facility. The company had $115 million of borrowings and about $33 million of availability on its ABL revolving facility as of June 30, 2022. Moody's projects that the company will carry around $100 million of revolver borrowings at the end of fiscal 2022, which provides limited financial flexibility to fund business seasonality over the next 12 months, if profitability and cash flows do not improve. According to Instant Brands, its own appliance retail inventory position is better than its peers because of management actions taken in the second half of 2021 to avoid the significant late shipments and retail overstocking that has been reported in the industry in 2022. The company will continue to focus on managing its inventory position by reducing inventory purchases and also delaying new product introductions to 2023. In addition, Instant Brands is implementing cost savings initiatives including expense controls and working with sourcing and logistic partners to reduce sourcing costs. The company expects that the benefits from price increases taken in 2022, new product introductions and category expansion, combined with easing sourcing costs including meaningfully lower freight costs will improve profitability in fiscal 2023. Still, persistently high inflation and the shift in consumer spending from goods to services is pressuring consumer demand for discretionary goods, including the company's products. Moody's expects these pressures to persists at least into 2023. In addition, the small kitchen appliance market is very competitive highlighted by a high level of discounting activity given weakening consumer demand. This combined with a worse economic outlook could negatively impact Instant Brands' volumes, its ability to effectively increase pricing, and make it difficult to meaningfully improve operating results. The following ratings/assessments are affected by the action: Ratings Downgraded: Issuer: Instant Brands Holdings Inc. Corporate Family Rating, Downgraded to B3 from B1 Probability of Default Rating, Downgraded to B3-PD from B1-PD Senior Secured Bank Credit Facility, Downgraded to B3 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: Instant Brands Holdings Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Instant Brands' B3 CFR broadly reflects its high financial leverage with debt/EBTIDA at around 7.2x for the LTM period ending June 30, 2022, driven by material revenue and EBITDA declines due to lower consumer demand and higher debt balance to cover negative free cash flow. Liquidity is adequate, constrained by large borrowings and availability of $33 million on its $250 million ABL revolver facility, which provides limited financial flexibility to fund business seasonality over the next 12 months. Instant Brands' scale is relatively small with annual revenue of under $1 billion and its cash flows are highly seasonal centered around the holiday season. The company has elevated operational risks due to the legacy Corelle business high fixed costs and its reliance on a single, specialized manufacturing facility for its namesake brand. The company operates in the cyclical and mature housewares category, and the small kitchen appliance market is highly competitive and requires continued product innovation. The rating also reflects Instant Brands' well-recognized portfolio of brands with strong market positions in their niche product categories, its global footprint, and good channel diversification. The company benefits from some product diversification provided by its portfolio of housewares and small kitchen appliance products, and it is leveraging the strong brand image of its Instant Pot brand by expanding into new product categories that include consumables such as air purifiers and coffee. Instant Brands' ESG credit impact score is highly negative (CIS-4), mainly driven by the highly negative exposure to governance risks, primarily driven by its concentrated ownership (private equity sponsors Cornell Capital), and aggressive financial strategy including debt-financed dividend distributions and operating with high financial leverage. Governance considerations also include a company funded the 2019 acquisition of the Instant business mostly with equity, as well as the financial support from its sponsors to improve liquidity given negative free cash flows since 2021. The company is moderately negatively exposed to environmental and social risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects Instant Brands' high financial leverage, negative free cash flows, increasing revolver usage, and the weakening economic outlook that will make it difficult for the company to improve its operating results and liquidity over the next 12-18 months. The ratings could be upgraded if the company demonstrates consistent positive revenue growth alongside EBITDA margin expansion, debt/EBITDA is sustained below 5.5x, and free cash flow to debt is above 5% so that it can comfortably cover the required annual term loan amortization. A ratings upgrade will also require the company to maintain at least adequate liquidity, highlighted by lower reliance on revolver borrowings, as well as Moody's expectations of more balanced financials policies that support credit metrics at the above levels. The ratings could be downgraded if the company's operating performance including the EBITDA margin does not improve, resulting in debt/EBITDA sustained above 6.5x or modest to negative free cash flows. The ratings could also be downgraded if the company's liquidity deteriorates for any reason, including maintaining higher revolver borrowings, or if the company completes a debt-financed acquisition or shareholder distribution. The principal methodology used in these ratings was Consumer Durables published in September 2021. Headquartered in Downers Grove, IL, Instant Brands Holdings Inc. manufactures, designs and markets dinnerware, bakeware, kitchen tools, range-top cookware, storage, and cutlery products. In March 2019, the company acquired Instant Brands, manufacturer of the Instant Pot line of products. The company's most notable brands include Corelle, Pyrex, Corningware, Snapware, Visions, Chicago Cutlery, and Instant. The company markets its products primarily in the US, Canada, and Asia-Pacific region and sells into several channels including mass merchants, department stores, specialty retailers and the Internet, among others. Instant Brands was acquired by Cornell Capital in May 2017. Annual revenue is under $1 billion. KNOWLTON DEVELOPMENT: S&P Alters Outlook to Neg., Affirms 'B-' ICR ------------------------------------------------------------------ S&P Global Ratings revised the outlook on Longueil, Que.-based beauty, personal care, and household products manufacturer Knowlton Development Corp. Inc. to stable from negative. At the same time, it affirmed its 'B-' issuer credit rating on the company and 'B-' issue-level rating on KDC's senior secured term loan. The '3' recovery rating on the debt is unchanged, indicating meaningful (50%-70%; rounded estimate: 50%) recovery at default. The stable outlook reflects S&P's expectation that KDC can sustain its adjusted debt-to-EBITDA ratio in the 7x area for the next 12 months by managing its profitability while maintaining a steady level of debt. S&P said, "The stable outlook reflects our view that KDC will sustain a debt-to-EBITDA ratio of 7x through fiscal 2023 ending April 2023. The outlook revision reflects our view of KDC's ability to sustain profitability amid a volatile cost environment. Although demand for KDC's products has remained steady, the company has faced significant cost headwinds, specifically raw materials and freight. In response to an elevated cost environment, KDC implemented price increases through its pass-through mechanisms. The favorable effects of price increases are now beginning to be reflected in the company's quarterly results. Therefore, KDC's EBITDA (pro forma for the Aerofil Inc. acquisition) on an S&P Global Ratings' adjusted basis for LTM July 31, 2022, remained flat on a year-over-year basis compared with the same period last year. We believe KDC should be able to further realize the benefits of price actions over subsequent quarters. This, along with incremental benefits from new capacity and cost-saving initiatives, should contribute to fiscal 2023 EBITDA growth over fiscal 2022." Furthermore, in April 2022, New York based-based investment firm KKR invested significant common equity. KDC used the cash proceeds to fund the acquisition of Aerofil and pay down the balance on its revolving credit facility, resulting in a meaningful reduction in the company's total debt. A combination of debt reduction and steady operating performance resulted in an improvement in the debt-to-EBITDA ratio to 7x from about 10x in April 2021, and S&P believes the company can sustain its improved leverage over the next 12 months. S&P said, "We also forecast KDC will maintain a healthy interest-coverage ratio of about 2.5x and be able to comfortably cover its fixed charges consisting of debt amortization, cash interest, maintenance capital expenditure (capex), and cash taxes with its internally generated EBITDA over the next 12 months. We forecast KDC will maintain a fixed-charge coverage ratio of 1.3x-1.4x for the next 12 months." KDC's operating performance is susceptible to volatility in input costs, foreign exchange, rising interest rates, and shifts in consumer behavior. Similar to its peers in the broader consumer products industry, KDC is exposed to rising costs of key raw material inputs and direct labor. Furthermore, a portion of KDC's revenues is exposed to volatility in foreign exchange rates particularly the changes in the euro versus the U.S. dollar. Given our recent negative revision to our macroeconomic outlook for North America amid worsening consumer affordability, KDC's volumes and revenues could be hurt against a backdrop of changing consumer spending patterns and diminishing price elasticity for its products. S&P said, "However, we recognize that the diversity of the company's product offerings could mitigate these risks to some extent. Still, KDC's EBITDA base is small relative to its debt burden. Hence, we believe its credit measures are sensitive and can weaken quickly even with small changes in operating performance." S&P said, "We forecast KDC will maintain a sufficient liquidity cushion for the next 12 months. KDC's business is working-capital intensive and we expect the company will continue to invest in working capital over the next 12 months. In addition, KDC plans to continue with its capacity expansion projects through fiscal 2023. Therefore, we expect KDC will incur elevated capex including growth and maintenance, through fiscal 2023. Due to the combination of working capital outflows and sizable capex, we expect free cash flow deficits will continue in 2023 albeit at a moderate level compared with fiscal 2022. The company has sufficient availability under its revolving credit facility. This, along with healthy cash on the balance sheet as of July 2022 , should provide KDC with adequate liquidity cushion for the next 12 months. "The stable outlook reflects our expectation that KDC can maintain its debt-to-EBITDA ratio in the 7x area for the next 12 months by improving operating performance and maintaining steady debt levels. Incorporated into our stable outlook is our expectation that KDC will maintain EBITDA interest coverage in the mid-2x area. "We could lower the ratings if KDC's EBITDA interest coverage, on an S&P Global Ratings' adjusted basis, weakened below 2x because of poor operating performance, capacity underutilization, capex cost overruns, or if financial sponsor follows aggressive financial policies. We could also take a negative rating action if free cash flow deficits persist such that the company's liquidity position deteriorates from current levels. "Although unlikely over the next 12 months, we could raise the ratings on KDC if the company's revenues and EBITDA improved and the company sustained debt levels such that debt to EBITDA strengthens sustainably below 6x." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Knowlton Development Corp. Inc., 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." LIVEWELL ASSISTED: Trustee Taps Williams Overman as Accountant -------------------------------------------------------------- Kevin Sink, the Chapter 11 trustee for Livewell Assisted Living, Inc., received approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Williams Overman Pierce, LLP as his accountant. The firm will render these services: a. give accounting and tax advice to the Trustee; b. prepare any and all quarterly and annual sate and federal tax returns; and c. perform any other accounting services for the trustee or the bankruptcy estate as may be necessary in the Debtor's Chapter 11 proceeding. The firm has agreed to accept employment on behalf of the trustee at its normal hourly rate. As disclosed in court filings, Williams Overman Pierce has no connection with the creditors or any other party in interest. The firm can be reached through: Edward A. Golden, CPA Williams Overman Pierce, LLP 2501 Atrium Drive, Suite 500 Raleigh, NC 27607 Phone: 919-782-3444 Fax: 919-782-2552 Email: egolden@wopcpa.com About Livewell Assisted Living Livewell Assisted Living, Inc. operates in the continuing care retirement communities industry and is based in Chapel Hill, N.C. Livewell Assisted Living filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 22-00264) on Feb. 7, 2022, with up to $500,000 in assets and up to $10 million in liabilities. Judge David M. Warren oversees the case. Travis Sasser, Esq., at Sasser Law Firm represents the Debtor as legal counsel. Kevin L. Sink, the Chapter 11 trustee for the Debtor, tapped Waldrep Wall Babcock & Bailey, PLLC as bankruptcy counsel; Richard P. Cook, PLLC as special counsel; and Williams Overman Pierce, LLP as accountant. MALIBU BAY HOMEOWNERS: Case Summary & Six Unsecured Creditors ------------------------------------------------------------- Debtor: Malibu Bay Homeowners Association Two, LLC 1326 W. Miller Ave. Orlando, FL 32805 Business Description: The Debtor owns 50% interest in each of three properties located in Altamonte Springs, Pembroke Pines, and Jacksonville, Florida valued at $535,000 in the aggregate. Chapter 11 Petition Date: October 26, 2022 Court: United States Bankruptcy Court Middle District of Florida Case No.: 22-03852 Debtor's Counsel: Eric Morgan, Esq. MORGAN LAW, P.A. 2800 Aurora Road, Ste. J Melbourne, FL 32935 Tel: (321) 253-6223 Email: SpaceCoastLawyer@gmail.com Total Assets: $535,000 Total Liabilities: $1,133,590 The petition was signed by Vitalii Shapovalov, as authorized agent. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DZTI3FI/Malibu_Bay_Homeowners_Association__flmbke-22-03852__0001.0.pdf?mcid=tGE4TAMA NAVARRO TRUCKING: Shuts Down, Pursues Chapter 7 Liquidation ----------------------------------------------------------- Clarissa Hawes of FreightWaves reports that Navarro Trucking Group, a California-based trucking company that pulled intermodal containers out of the ports of Los Angeles and Long Beach, has folded and filed for Chapter 7 bankruptcy. Bellflower, California-based Navarro had 15 power units and the same number of drivers, according to the Federal Motor Carrier Safety Administration's SAFER website. The FMCSA data shows that the intermodal company's authority was voluntarily revoked in late September. Its insurance is slated to be canceled on Tuesday. FMCSA granted the trucking company's operating authority in September 2019. In the filing, Navarro, which also hauled refrigerated food and fresh produce, lists assets of $500,000 to $1 million and liabilities up to $10 million. The company, which has up to 49 creditors, maintains that no funds will be available for distribution to unsecured creditors after administrative fees are paid. It's unclear why the company was forced to shut its doors. However, drayage carriers continue to be plagued by ongoing supply chain obstacles and uncertainty caused by AB5, California's controversial independent contractor law. Efrain Hernandez Navarro, president of Navarro Trucking Group, and his attorney, Julie Villalobos, did not respond to FreightWaves' telephone or email requests seeking comment. Navarro Trucking Group owes several finance companies, listed as secured creditors, more than $1.6 million for the company’s equipment, which includes several tractors and trailers, according to the bankruptcy filing. The largest unsecured creditor is the U.S. Small Business Administration, which is owed $499,000 for a loan the trucking company received through the COVID-19 Economic Injury Disaster Loan (EIDL) program. While funds received through the Paycheck Protection Program are forgivable, the U.S. Small Business Administration has deferred repayment of the disaster relief funds until two years from the loan origination date. Other unsecured creditors include TVT Capital in Roslyn, New York, owed $242,000 for a business loan, and American Express, owed more than $142,000. About Navarro Trucking Group Inc. Navarro Trucking Group Inc. is a Bellflower, California-based trucking company that pulled intermodal containers out of the ports of Los Angeles and Long Beach. Navarro Trucking sought protection under Chapter 7 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-15585) on Oct. 13, 2022. The Debtor lists assets of $500,000 to $1 million and liabilities up to $10 million. The case is overseen by Honorable Bankruptcy Judge Ernest M Robles. The Debtor's counsel: Julie J Villalobos Oaktree Law 562-741-3938 julie@oaktreelaw.com The Chapter 7 Trustee: David M Goodrich (TR) Golden Goodrich LLP 650 Town Center Drive, Suite 600 Costa Mesa, CA 92626 NELNET INC: S&P Withdraws BB+ Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings withdrew its 'BB+' issuer credit rating on Nelnet Inc. at the company's request. At the time of the withdrawal, the outlook was stable. Despite the possibility that federal appeals court could temporarily block the student loan forgiveness plan and the Department of Education's new guidance that exclude student loans not held by Education Department from student loan forgiveness relief, which should lower the prepayment of loans, S&P views Nelnet's business risk as having prolonged exposure to ongoing regulatory hurdles. In addition, the company could lose a significant amount of revenue with an adverse result related to the Education Department's pending NextGen servicing decision. NERAM GROUP: Seeks to Hire Hahn Fife & Co. as Accountant -------------------------------------------------------- Neram Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Hahn Fife & Company, LLP as its accountant. The Debtor requires an accountant to perform any necessary tax and advisory work, including an analysis of the Debtor's financial operations, history and transactions; preparation of financial data and reports; analysis of records to prepare tax returns; and filing of state and federal tax returns for 2015-2023. The firm's hourly rates are as follows: Donald T. Fife $440 per hour Staffs $80 to $420 per hour Hahn Fife & Company will be reimbursed for out-of-pocket expenses incurred. Donald Fife, a partner at Hahn Fife & Company, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Donald T. Fife Hahn Fife & Company, LLP 790 E. Colorado Blvd. 9th Floor Pasadena, CA 91101 Tel: (626) 796-9123 Email: dhahn@hahnfife.com About Neram Group Inc. Neram Group, Inc. is a company based in Orange, Calif. It is the fee simple owner of a 12-unit apartment building located at 1211 N. El Dorado Ave, Ontario, Calif., having a comparable sale value of $2.5 million. Neram Group filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 22-10268) on Feb. 16, 2022, with $2,802,000 in assets and $1,675,000 in liabilities. Humberto Perez Figuerola, chief executive officer, signed the petition. Judge Scott C. Clarkson oversees the case. The Debtor tapped the Law Offices of Robert M. Yaspan as bankruptcy counsel, and Hahn Fife & Company, LLP as accountant. NICK'S CREATIVE: Seeks to Hire Lawrence H. Dugan as Accountant -------------------------------------------------------------- Nick's Creative Marine, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Lawrence H. Dugan, Jr., P.A. as its accountant. The firm's services include: (a) preparing tax returns; (b) compiling monthly balance sheets and income statements; (c) preparing monthly reports required by the U.S. Trustee's Office; (d) assisting in connection with the Debtor's reorganization; and (e) providing other accounting and tax services as required. The firm will charge an hourly fee of $300 for the services of its accountant, Lawrence Dugan, Jr. As disclosed in court filings, Mr. Dugan is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lawrence H. Dugan, Jr., CPA Lawrence H. Dugan, Jr., P.A. 2475 Mercer Ave # 102 West Palm Beach, FL 33401 Phone: +1 561-655-6559 About Nick's Creative Marine Nick's Creative Marine, Inc. owns a marine supply store in Riviera Beach, Fla. Nick's Creative Marine sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17170) on Sept. 16, 2022, with up to $50,000 in assets and up to $10 million in liabilities. Nicholas Scafidi, vice-president of Nick's Creative Marine, Signed the petition. Judge Erik P. Kimball oversees the case. Craig I. Kelley, Esq., at Kelly, Fulton & Kaplan, P.L. and Lawrence H. Dugan, Jr., P.A. serve as the Debtor's legal counsel and accountant, respectively. OFF-SPEC SOLUTIONS: Taps Ritchie Bros., IronPlanet as Auctioneer ---------------------------------------------------------------- Off-Spec Solutions, LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to employ the auction firms of Ritchie Bros. Auctioneers (America), Inc. and IronPlanet, Inc. in connection with the sale of its equipment. The firms will receive the following as compensation: a. 8 percent for any lot in excess of $2,500; and b. 25 percent for any lot realizing $2,500 or less, with a minimum fee of $100 per lot. Mr. Lalumondier disclosed in a court filing that both firms are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firms can be reached though: Mark Lalumondier Ritchie Bros. Auctioneers (America), Inc. 0152694 Corporation Service Co. 1305 12th Ave. Rd. Nampa, ID 83686 Phone: (402) 421-3631 Email: mlalumondier@ritchibros.com -- and -- IronPlanet, Inc. 5667 Gibraltar Drive, Suite 200 Pleasanton, CA 94588-8528 About Off-Spec Solutions Off-Spec Solutions LLC, doing business as Cool Mountain Transport, is a trucking company located in Nampa, Idaho. Off-Spec Solutions filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code on (Bankr. D. Idaho Case No. 22-00346) on Aug. 5, 2022, with between $1 million and $10 million in both assets and liabilities. Matthew W. Grimshaw of Grimshaw Law Group, P.C. has been appointed as Subchapter V trustee. Judge Noah G. Hillen oversees the case. The Debtor tapped Matthew Todd Christensen, Esq., at Johnson May, PLLC as legal counsel, and CFO Solutions, LLC, doing business as Ampleo, as consultant. OLYMPIA SPORTS: Seeks to Hire Hilco Streambank as IP Consultant --------------------------------------------------------------- Olympia Sports Acquisitions, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco IP Services, LLC, doing business as Hilco Streambank, as its intellectual property disposition consultant. The firm will render these services: (a) collect and secure all of the available information and other data concerning the assets; (b) prepare marketing materials designed to inform potential purchasers of the availability of the 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, or other dispositions of the assets; (d) assist the Debtors in connection with the transfer of the assets to the acquirer who offers the highest or otherwise best consideration for the assets; and (e) responsible for the execution of all marketing and sales activities related to the assets. Hilco Streambank will receive a commission equal to 15 percent of the amount of aggregate gross proceeds up to and including $2 million, plus 20 percent of the amount of aggregate gross proceeds equal to or greater than $2 million. As disclosed in the court filings, Hilco Streambank is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Peress Hilco IP Services, LLC d/b/a Hilco Streambank 1500 Broadway Suite 810 New York, NY 10036 Phone: +1 617-642-1909 Email: dperess@hilcoglobal.com About Olympia Sports Acquisitions 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. The Debtors tapped Shulman Bastian Friedman & Bui LLP as general bankruptcy counsel; Morris James LLP as local counsel; and Force 10 Partners as financial advisor. BMC Group is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in Debtors' cases on Sept. 23, 2022. ON MARINE: Unsecured Creditors to Recover 65% in Liquidating Plan ----------------------------------------------------------------- ON Marine Services Company LLC, along with its Official Committee of Asbestos Personal Injury Claimants, submitted a Combined Disclosure Statement and Plan of Liquidation dated October 24, 2022. The Debtor is the continuation of the entity formerly known as Oglebay Norton Company (a Delaware corporation), as part of which the Ferro Engineering division operated as an unincorporated division prior to 1998. At the end of 2011, the Debtor was converted to a Delaware limited liability company. That Delaware limited liability company—ON Marine Services Company LLC—is the Debtor in the Chapter 11 Case. Also at the end of 2011, ONC converted from an Ohio corporation to an Ohio limited liability company. ONC is the sole member of the Debtor. This Chapter 11 Case was commenced as a result of the thousands of asbestos personal injury claims that were pending against the Debtor as of the Petition Date. Those claims, like hundreds of thousands of similar claims that were resolved by the Debtor over the decades prior to this Chapter 11 Case, arose from a line of refractory products used exclusively in steelmaking that a division of the Debtor (then known as Oglebay Norton Company, a Delaware corporation) manufactured and sold between the 1940s and 1978. The corporate division that manufactured and sold those products ceased operations in 1998, and the Debtor itself ceased all active business operations in 2010. Since then, the Debtor's only business activity has been to manage the defense and resolution of asbestos personal injury claims, and to pursue recoveries from its historic insurance coverage profile to fund those efforts. The Combined Plan and Disclosure Statement is intended to resolve the approximately 6,000 asbestos-related personal injury claims that are pending against the Debtor, and to provide for an orderly wind-down of the Debtor's Estate. To accomplish these goals, the Combined Plan and Disclosure Statement provides for the establishment of the Liquidating Trust for the benefit of holders of Asbestos Claims and for the funding of the Liquidating Trust through cash payments of approximately $28 million to be made by the Settling Asbestos Insurance Entities and the Parent Entities as a result of the Insurance Settlement Agreements and the Parent Entities Settlement. The Liquidating Trust will assume liability for all Asbestos Claims, use its assets to resolve the Asbestos Claims, and compensate eligible holders of Asbestos Claims. The Plan Proponents believe that approval of the Disclosure Statement, confirmation of Plan, and approval of the related Insurance Settlement Agreements will eliminate the possibility of protracted litigation over the availability of insurance coverage and various Released Causes of Action and will ensure a fair and equitable distribution among holders of Asbestos Claims. Class 3 consists of General Unsecured Claims. Each holder of an Allowed General Unsecured Claim will receive, in full and complete settlement, release, and discharge of, and in exchange for, such Claim, Cash in an amount equal to its Pro Rata share of the General Unsecured Recovery Pool (Cash in the amount of $400,000.00) subject to a maximum Distribution to each holder of an Allowed General Unsecured Claim of 100% of the Allowed amount of such Claim. Distributions will be made to holders of Allowed General Unsecured Claims from the General Unsecured Recovery Pool (i) on the Effective Date, or as soon as reasonably practicable thereafter, and (ii) on or before the date that is 30 days after all Disputed General Unsecured Claims are Allowed or Disallowed. Solely for purposes of calculating Distributions to holders of Allowed General Unsecured Claims on the Effective Date, all Disputed General Unsecured Claims will be treated as though they are Allowed in the amounts asserted or as estimated by the Bankruptcy Court pursuant to section 502(c) of the Bankruptcy Code, and a reserve will be set aside for such Disputed General Unsecured Claims. Allowed General Unsecured Claims asserted against the Debtor are estimated to total approximately $620,000. This Class will receive a distribution of 65% of their allowed claims. Class 4 consists of Asbestos Claims. On the Effective Date, all liability for Asbestos Claims will automatically, and without further act, deed, or court order, be assumed by, and transferred to, the Liquidating Trust in accordance with, and to the extent set forth in the Plan, the Plan Documents, and the Confirmation Order. Each Asbestos Claim will be resolved in accordance with the terms, provisions, and procedures set forth in the Liquidating Trust Documents. The Liquidating Trust will be funded in accordance with the Plan and other applicable Plan Documents. The sole recourse of the holder of an Asbestos Claim on account of such Asbestos Claim will be to the Liquidating Trust. As of the Petition Date, the Debtor estimated that there were 6,000 Asbestos Claims outstanding against the Debtor, most of which are unliquidated. All Interests will remain outstanding and will be cancelled when the existence of the Debtor is cancelled in accordance with the Plan. Upon such cancellation, no property will be distributed to, or retained by, holders of such Interests. On the Effective Date, all liability for Asbestos Claims will automatically, and without further act, deed, or court order, be assumed by, and transferred to, the Liquidating Trust in accordance with, and to the extent set forth in the Plan, the Plan Documents, and the Confirmation Order. Each Asbestos Claim will be resolved in accordance with the terms, provisions, and procedures set forth in the Liquidating Trust Documents. The Liquidating Trust will be funded in accordance with the Plan and other applicable Plan Documents. On the Effective Date, all Asbestos Claims will be assumed by and transferred to the Liquidating Trust and will be satisfied solely by the Liquidating Trust Assets. The goal of the Liquidating Trust is to provide equitable treatment among claimants with Asbestos Claims. The Liquidating Trust will not have liability for any Claims other than Asbestos Claims, and no Claims other than Asbestos Claims will be transferred to the Liquidating Trust. The Liquidating Trust will resolve and pay eligible Asbestos Claims in accordance with the Liquidating Trust Distribution Procedures. The Liquidating Trust Assets will include: (i) the proceeds from the Fireman's Fund Insurance Settlement Agreement, in the aggregate amount of $18.25 million, less certain fees and expenses and any amounts that are required to be deducted under the terms of the Fireman's Fund Insurance Settlement Agreement; (ii) the proceeds from the Federal Insurance Settlement Agreement, in the aggregate amount of $10 million; (iii) the Parent Entity Contribution, in the aggregate amount of $1 million, $750,000 of which shall be deemed to be made for and on behalf of Fireman's Fund as a supplement to the settlement amount payable by Fireman's Fund under the Fireman's Fund Insurance Settlement Agreement; and (iv) any Cash remaining in the Estate net of the Wind Down Reserve, after all Distributions required under the Plan have been made to holders of Allowed Non-Asbestos Claims, plus any funds remaining in the Wind Down Reserve after payment of all fees and costs to be paid from the Wind Down Reserve pursuant to the Plan. The goal of the Liquidating Trust is to provide equitable treatment among claimants with Asbestos Claims. To further that goal, the Liquidating Trust will resolve the Asbestos Claims in accordance with the Liquidating Trust Distribution Procedures. The Liquidating Trust will make payments to holders of Asbestos Claims pursuant to the Liquidating Trust Distribution Procedures. The Debtor shall fund Distributions with Cash on hand as of the Effective Date (other than Cash in the Wind Down Reserve). A full-text copy of the Combined Disclosure Statement and Plan dated October 24, 2022, is available at https://bit.ly/3FmwIHi from PacerMonitor.com at no charge. Counsel to Debtor: REED SMITH LLP Paul M. Singer, Esq. Andrew J. Muha, Esq. Luke A. Sizemore, Esq. Victoria Sanford, Esq. 225 Fifth Avenue, Suite 1200 Pittsburgh, PA 15222 Telephone: (412) 288-3131 Facsimile: (412) 288-3063 psinger@reedsmith.com amuha@reedsmith.com lsizemore@reedsmith.com vsanford@reedsmith.com About ON Marine Services Company ON Marine Services Company is the continuation of the entity formerly known as Oglebay Norton Company, as part of which the Ferro Division operated as an unincorporated division. In 1999, Oglebay Norton Company changed its name to ON Marine Services Company and became a wholly-owned subsidiary of a newly formed company known as Oglebay Norton Company, an Ohio corporation. The Ferro Division and/or ON Marine manufactured and sold refractory products for use exclusively in steelmaking. ON Marine Services Company ceased all active business operations in 2010. ON Marine Services Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 20-20007) on January 2, 2020. In its petition, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The petition was signed by Kevin J. Whyte, senior vice president. Chief Judge Carlota M. Bohm oversees the case. The Debtor is represented by Paul M. Singer, Esq., at Reed Smith LLP and Legal Analysis Systems, Inc. as its consultant. Epiq 11 is the claims agent. A committee of asbestos personal injury claimants has been appointed in the Debtor's case. The asbestos committee is represented by Caplin & Drysdale, Chartered. OSCEOLA FENCE: Wins Cash Collateral Access Thru Nov 8 ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Osceola Fence Supply, LLC, to use cash collateral in accordance with its agreement with JPMorgan Chase Bank, N.A. through the final hearing set for November 8, 2022, at 2 p.m. The Debtor is permitted to use cash collateral in accordance with the budget, with a 15% variance. As adequate protection, Chase is granted a replacement lien in and upon all of the categories and types of collateral in which it held a security interest and lien as of the Petition Date to the same extent, validity and priority that Chase held as of the Petition Date. A copy of the order and the Debtor's budget is available at https://bit.ly/3TNZ6q3 from PacerMonitor.com. The Debtor projects $259,839 in total cash outflows for November 2022. About Osceola Fence Supply Osceola Fence Supply, LLC, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 22-00512) on Feb. 14, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Anthony Paradiso, managing member, signed the petition. Judge Lori V. Vaughan oversees the case. The Debtor tapped Lawrence M. Kosto, Esq., at Kosto & Rotella, PA as legal counsel and James C. Hemphill, CPA, at Hemphill Accounting Services, Inc. as accountant. PHASEBIO PHARMACEUTICALS: Court OKs Cash Access, $15MM DIP Loan --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized PhaseBio Pharmaceuticals, Inc. to use cash collateral and obtain senior secured postpetition financing from JMB Capital Partners Lending, LLC on a secured superpriority basis. JMB's DIP loan consists of a new money term loan facility in an aggregate principal amount of up to $15 million consisting of: a. A superpriority senior secured multiple draw term loan credit facility in the principal amount of $15 million, less the amount of a Roll-Up Loan, of which (x) upon entry of the Interim Order, $12 million less the amount of the Roll-Up Loan will be made available to the Debtor and may be drawn in a single draw, and (y) subject to entry of the proposed Final Order, any amounts above the Interim Advance shall be made available to the Debtor in the amount set forth in the DIP Credit Agreement; b. A superpriority term loan facility (Roll-Up Loan) in the outstanding principal amount of not less than approximately $9.1 million. The DIP Loans will bear and interest on the daily balance thereof at a rate equal to 14.00% per annum, accruing monthly, payable in arrears. Prior to the Petition Date, JMB, as (i) assignee of Silicon Valley Bank, in its capacity as administrative agent and collateral agent, (ii) assignee of SVB as a lender, and (iii) assignee of SVB Innovation Credit Fund VIII, L.P., Delaware limited partnership (f/k/a WestRiver Innovation Lending Fund VIII, L.P.) as a lender made loan advances and provided other financial accommodations to the Debtor. As of the Petition Date, the Debtor was indebted to the Prepetition First Lien Lender in an aggregate outstanding amount of not less than approximately $9.1 million. The Debtor entered into the Co-Development Agreement with SFJ Pharmaceuticals X, Ltd.to obtain the investment funds needed to support the global development of bentracimab, the Debtor's lead drug candidate. Pursuant to the CDA, SFJ agreed to provide up to a $120 million investment, comprised of (a) $90 million in initial funding, and (b) up to $30 million in additional funding. The Debtor was eligible and elected to receive the full $30 million in additional funding on December 15, 2021, having met certain clinical development milestones, and SFJ has invested approximately $11.3 million of that amount to date. Accordingly, as of the Petition Date, SFJ has invested a total of approximately $101.3 million with the Debtor pursuant to the CDA. The CDA provides that SFJ will receive highly lucrative, return-on-investment payments only if the Debtor receives future regulatory approvals. As of the Petition Date, the Debtor also has approximately $36 million in outstanding unsecured obligations. The Debtor has an immediate and critical need to obtain financing pursuant to the DIP Facility and to continue to use the Prepetition Collateral in order to, among other things, (a) pay the fees, costs, and expenses incurred in connection with the Chapter 11 Case, (b) fund any obligations benefitting from the Carve Out, (c) permit the orderly continuation of the operation of its business, (d) maintain business relationships with customers, vendors, and suppliers, (e) make payroll, and (f) satisfy other working capital and operational needs. As adequate protection for the Debtor's use of cash collateral, SFJ is granted continuing valid, binding, enforceable and perfected postpetition replacement liens pursuant to Sections 361, 363(e), and 364(d)(l) of the Bankruptcy Code. SFJ is also be granted administrative superpriority expense claims in the Chapter 11 Case junior and subordinate only to the Carve Out and the DIP Superpriority Claims, pursuant to Section 507(b) otherwise with priority over any and all other administrative expenses and unsecured claims against the Debtor or its estate. The "Carve Out" means the sum of (i) all fees required to be paid to the Clerk of the Court and to the United States Trustee under 28 U.S.C. section 1930(a), together with any interest thereon pursuant to 31 U.S.C. section 3717; (ii) Court-allowed fees and expenses of a trustee appointed under section 726(b) of the Bankruptcy Code in an amount not to exceed $75,000; (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses incurred by persons or firms retained by the Debtor; and (iv) subject to the Approved Budget, Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $500,000 incurred after the first business day following delivery by the DIP Lender of the Carve Out Trigger Notice. A copy of the order is available at https://bit.ly/3zhmUKP from PacerMonitor.com. About PhaseBio Pharmaceuticals PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is focused on the development and commercialization of novel therapies to treat orphan diseases, with an initial focus on cardiopulmonary indications. PhaseBio Pharmaceuticals filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on Oct. 24, 2022. In the petition filed by Jonathan Mow, as chief executive officer, the Debtor reported $17,970,000 in assets and $21,320,000 in debt as of Aug. 31, 2022. The Debtor tapped COOLEY LLP as lead bankruptcy counsel; RICHARDS, LAYTON & FINGER, P.A., as Delaware bankruptcy counsel;SIERRACONSTELLATION PARTNERS LLC as financial advisor; and MILLER BUCKFIRE & CO. as investment banker. OMNI AGENT SOLUTIONS is the claims agent. JMB Capital Partners Lending, LLC, as DIP lender, is represented by Robert M. Hirsh, Esq. and Jordana L. Renert, Esq., at Lowenstein Sandler LLP. PUERTO RICO: PREPA Bondholders Defend Lien on Revenue ----------------------------------------------------- Robert Slavin of The Bond Buyer reports that bondholders and insurers of Puerto Rico Electric Power Authority revenue bonds are defending what they say is their lien on the authority's revenues. The parties filed a 73-page defense in an adversary complaint in the PREPA bankruptcy on the lien issue. Their defense responds to an Oversight Board complaint submitted Oct. 3, 2022, that said the bondholders' lien was only applicable to money in the bonds' sinking and self-insurance funds. The bondholders say they are owed $8.3 billion in principal and billions of dollars more in unpaid interest. They have not been paid anything for about six years. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. * * * The two Title III plans of adjustment have been confirmed to date, for the Commonwealth and COFINA debtors. REVLON INC: Shares to Be Delisted From NYSE -------------------------------------------- Revlon, Inc., disclosed that on October 20, 2022, the NYSE Regulatory Oversight Committee's Committee for Review rejected the Company's appeal and affirmed the New York Stock Exchange Staff's ("NYSE Staff") decision to delist the Company's Class A common stock following the June 15, 2022 Chapter 11 filing by the Company and certain of its subsidiaries in the U.S. Bankruptcy Court for the Southern District of New York. Accordingly, the Company expects the NYSE Staff to make an application to the Securities and Exchange Commission ("SEC") to delist the Company's Class A common stock in the near future. In the meantime, the NYSE has suspended trading in Revlon's Class A common stock. The Company's Class A common stock is expected to trade on the OTC marketplace/pink sheets following the delisting. Additional information, including court filings and other documents, related to the court-supervised Chapter 11 process, is available on the Company's restructuring website at https://cases.ra.kroll.com/Revlon, by emailing revloninfo@ra.kroll.com or by calling (855) 631-5341 (toll free) or (646) 795-6968 (international). About Revlon Inc. Revlon Inc. (NYSE: REV) manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products. Today, Revlon's diversified portfolio of brands is sold in approximately 150 countries around the world in most retail distribution channels, including prestige, salon, mass, and online. Since its breakthrough launch of the first opaque nail enamel in 1932, Revlon has provided consumers with high-quality product innovation, performance and sophisticated glamour. In 2016, Revlon acquired the iconic Elizabeth Arden company and its portfolio of brands, including its leading designer, heritage and celebrity fragrances. Revlon is among the leading global beauty companies, with some of the world's most iconic and desired brands and product offerings in color cosmetics, skin care, hair color, hair care and fragrances under brands such as Revlon, Revlon Professional, Elizabeth Arden, Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos, Christina Aguilera and AllSaints. Revlon, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 22-10760) on June 15, 2022. Fifty affiliates, including Almay, Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also sought bankruptcy protection on June 15 and June 16, 2022. Revlon disclosed total assets of $2,328,093,000 against total liabilities of $3,689,240,395 as of April 30, 2022. The Hon. David S. Jones is the case judge. PJT Partners is acting as financial advisor to Revlon and Alvarez & Marsal is acting as restructuring advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the Company. Mololamken, LLC, is the conflicts counsel. Kroll, LLC, is the claims agent. ROJO'S FAMOUS: Court OKs Cash Collateral Access Thru Jan 2023 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Washington authorized Rojo's Famous, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance through January 31, 2023. The Debtor requires the use of cash collateral to avoid immediate and irreparable harm to the business. The cash collateral consists of accounts receivable owed to the Debtor by Walmart in the amount of $132,313. As adequate protection, Medina Fund Four, LLC is granted a valid, automatically perfected replacement lien against any post-petition accounts receivable of the Debtor, and proceeds thereof, as well as replacement liens in any funds recovered as a preference, and any assets purchased or obtained by the Debtor. The replacement liens granted will have the same validity and priority as the security interests and liens existing against the cash collateral on the date of filing. No further action, conduct, execution, filing, recording or notice should be required to perfect any replacement lien granted herein. As additional adequate protection to Medina, the Debtor will continue to maintain insurance on its assets as the same existed as of the petition date. A copy of the order and the Debtor's budget is available at https://bit.ly/3TKeJia from PacerMonitor.com. The budget provides for total cash outflow, on a weekly basis, as follows: $48,570 for the week beginning November 7, 2022; $82,634 for the week beginning November 14, 2022; $82,634 for the week beginning November 21, 2022; $87,588 for the week beginning November 28, 2022; $86,088 for the week beginning December 5, 2022; $84,088 for the week beginning December 12, 2022; $84,088 for the week beginning December 19, 2022; $87,088 for the week beginning December 26, 2022; $84,088 for the week beginning January 2, 2023; $84,088 for the week beginning January 9, 2023; $84,088 for the week beginning January 16, 2023; $84,088 for the week beginning January 23, 2023; and $87,088 for the week beginning January 30, 2023. About Rojo's Famous, Inc. Rojo's Famous, Inc. is a manufacturer of pancake sandwiches. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-11534) on September 23, 2022. In the petition signed by Al Davison, as CFO, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Christopher M. Alston oversees the case. John W. O'Leary, Esq., at Gravis Law, PLLC, is the Debtor's counsel. ROYAL BLUE REALTY: May Use $104,889 of Cash Collateral Thru 2023 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Royal Blue Realty Holdings, Inc. to continue using cash collateral on a further interim basis in accordance with the budget, with a 10% variance. Specifically, the Debtor is authorized to use up to $104,889 from November 1 through January 31, 2023. This amount includes $97,217 in payments reimbursed by Comm-U. Deutsche Bank National Trust Company may assert an interest in the cash collateral. DB is the Trustee for American Home Mortgage Asset Trust 2006-6 Mortgage-Backed Pass-Through Certificates, Series 2006-6; or Deutsche Bank National Trust Company as Trustee for American Home Mortgage Asset Trust 2007-1 Mortgage-Backed Pass-Through Certificates, Series 2007-1, The Debtor's cash collateral access under the Stipulated Tenth Interim Order will terminate immediately upon the earliest to occur of: (i) January 31, 2023; (ii) The entry of an order dismissing the Case; (iii) The entry of an order converting the Case to one under Chapter 7; (iv) The entry of an order appointing a trustee or an examiner with expanded powers with respect to the Debtor's estate; (v) The entry of an order reversing, vacating, or otherwise amending, supplementing, or modifying the Order; (vi) The entry of an order granting relief from the automatic stay to any creditor (other than DB) holding or asserting a lien in the Prepetition Collateral; or (vii) The Debtor's breach or failure to comply with any material term or provision of the Ninth Interim Order after receipt of no less than five business days' notice to cure DB has consented to the Debtor's use of the cash collateral. As adequate protection for the Debtor's use of cash collateral, DB is granted valid, binding, enforceable, and automatically perfected post-petition liens on all property, whether now owned or hereafter acquired or existing and wherever located, of the Debtor and the Debtor's estate. DB's replacement liens include avoidance actions under Chapter 5 of the Bankruptcy Code. As additional adequate protection, the Debtor will, among other things, maintain all of its insurance policies in full force and effect, and will make timely payments of all property taxes and common charges relating to the prepetition collateral. A final hearing on the matter is scheduled for January 24 at 10 a.m. A copy of the stipulated order is available for free at https://bit.ly/3zmWx6e from PacerMonitor.com. About Royal Blue Realty Holdings Royal Blue Realty Holdings, Inc., holding business at 162-174 Christopher Street, New York, NY, is primarily engaged in renting and leasing real estate properties. Royal Blue filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 21-10802) on April 26, 2021. As of the Petition Date, the Debtor estimated between $1 million to $10 million in assets, and between $10 million to $50 million in liabilities. The petition was signed by Andrew Nichols, chief restructuring officer. Davidoff Hutcher & Citron LLP represents the Debtor as counsel. Judge Hon. Lisa G. Beckerman oversees the case. Elaine Shay was appointed as temporary receiver with respect to the Debtor by order of the Supreme Court of New York on March 9, 2021. RUBRYC THERAPEUTICS: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: RubrYc Therapeutics, Inc. 733 Industrial Road San Carlos, CA 94070 Business Description: RubrYc is a biotechnology company applying proprietary machine-learning and computational biology solutions to discover epitope-selective mono and bispecific antibodies. Chapter 11 Petition Date: October 27, 2022 Court: United States Bankruptcy Court Northern District of California Case No.: 22-30583 Judge: Hon. Dennis Montali Debtor's Counsel: Matthew J. Olson, Esq. DORSEY & WHITNEY LLP 167 Hamilton Avenue, Suite 200 Palo Alto, CA 94301 Tel: (650) 843-2744 Fax: (650) 618-0447 Email: olson.matt@dorsey.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Isaac Bright, M.D., as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5OLA3GY/RubrYc_Therapeutics_Inc__canbke-22-30583__0001.0.pdf?mcid=tGE4TAMA SEARS HOLDINGS: Successor Says Courts Cannot Touch MofA Lease Sale ------------------------------------------------------------------ Rick Archer of Law360 reports that the successor to retail giant Sears has asked the U.S. Supreme Court to uphold a lower court ruling affirming its acquisition of a store lease in the Mall of America, saying the validity of the sale is no longer a matter for the courts. Reuters reported in June 2022 that the U.S. Supreme Court agreed to hear Mall of America's challenge to a lower court ruling finding it had to honor an extremely tenant-friendly lease it had made with Sears Holdings Corp, which was sold to a new owner during the U.S. department store chain's bankruptcy case. In its March petition, Mall of America had urged the high court to take the case asking it to review the extent to which U.S. bankruptcy law limits the appeals of bankruptcy sales. Mall of America argued appeals related to asset sales and lease transfers are common in Chapter 11 cases, but that appeals courts have split on the extent to which they were allowed. The lease at issue, signed in 1991, offered Sears rent of just $10 a year for 100 years at the Mall of America in Minneapolis, Minnesota. After Sears went bankrupt in 2018, it sold its assets for $5.2 billion to Sears Holdings Corp former chairman Eddie Lampert and his hedge fund ESL Investments Inc, and the Mall of America lease was transferred to Transform Holdco LLC, a new company formed by Sears' new owners. Mall of America attempted to stop the lease transfer during the bankruptcy case. But the 2nd U.S. Circuit Court of Appeals found in December 2021 that bankruptcy law did not allow it to appeal a lease transfer that was "integral" to a court-approved bankruptcy sale. In its petition, Mall of America argued that bankruptcy law limits the ability of courts to unwind a sale after appeal, but it did not prevent appeals entirely. Transform did not initially oppose Mall of America's district court appeal of the lease transfer. But when that court ruled against it, Transform filed its own appeal to the 2nd Circuit, where it argued that the dispute should never have been heard in the district court at all. Transform, in a reply to the petition, said that Sears' long-term retail leases were "a substantial portion of the value of what it purchased." Preventing appeals over bankruptcy sales generally benefits both buyers and sellers, because it allows buyers to offer higher prices rather than hedging against the risk of a successful appeal, Transform said. The case is MOAC Mall Holdings LLC v. Transform Holdco LLC, U.S. Supreme Court, No. 21-1270 For petitioner: Douglas Hallward-Driemeier, Gregg Galardi, Andrew Devore and Daniel Egan of Ropes & Gray; and Gregory Otsuka of Larkin Hoffman Daly & Lindgren For Transform Holdco: Eric Brunstad of Dechert; Amy Wolf of Wachtell, Lipton, Rosen & Katz; and Craig Martin of 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. SITEONE LANDSCAPE: Moody's Raises CFR to 'Ba1', Outlook Stable -------------------------------------------------------------- Moody's Investors Service upgraded the corporate family rating of SiteOne Landscape Supply Holding, LLC to Ba1 from Ba2 and the Probability of Default Rating to Ba1-PD from Ba2-PD. Moody's also upgraded the rating on SiteOne's senior secured term loan to Ba2 from Ba3. The Speculative Grade Liquidity rating is upgraded to SGL-1. The outlook is changed to stable from positive. "The upgrade and stable outlook reflect SiteOne's healthy balance sheet and commitment to a conservative financial policy. Modest leverage positions the company well to operate its growth through acquisition strategy, even in more challenging times," said Moody's Assistant Vice President Justin Remsen. "Moody's expect SiteOne to weather weakening near term demand and maintain Moody's adjusted leverage under 2.5x through 2024," added Remsen. Upgrades: Issuer: SiteOne Landscape Supply Holding, LLC Corporate Family Rating, Upgraded to Ba1 from Ba2 Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) Outlook Actions: Issuer: SiteOne Landscape Supply Holding, LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE SiteOne's Ba1 CFR reflects the company's national presence and leading market position in a fragmented market, recurring revenue of landscape services, and asset-lite business model requiring minimal capital expenditures of around 1% of annual revenue. The rating also reflects thin operating margins (common to companies in the distribution business), seasonality of services, an active bolt-on acquisition growth strategy, which raises integration risk and could lead to higher debt levels, and relatively small scale compared to similarly rated peers. SiteOne's Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectation that the company will maintain very good liquidity with strong free cash generation exceeding $200 million per year in 2023 and 2024. Moody's expects significant availability under the company's $600 million revolving credit facility, as acquisitions are expected to be financed primarily with internally generated cash. The company's liquidity is seasonal, which may result in negative free cash flow during the seasonally weaker first and fourth quarters. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS SiteOne's ESG Credit Impact Score is moderately negative (CIS-3), which reflects elevated environmental risk that is consistent with other large distributors. These risk factors are offset by strong governance characteristics and moderate social risk. The company has demonstrated a stable and conservative financial policy with a publicly stated net leverage level of 1.0x - 2.0x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if SiteOne continues to practice conservative financial policies, while executing its growth through acquisition strategy. An upgrade would require a material increase in scale while maintaining a relatively strong margin profile, sustained leverage of less than 2.0x, preservation of very good liquidity, and a capital structure that ensures maximum financial flexibility. The ratings could be downgraded if the company adopts a more aggressive financial policy or experiences end market weakness resulting in revenue and operating margin declines. Quantitatively, the ratings could be downgraded if adjusted debt to EBITDA approaches 3.0x or retained cash flow to debt falls below 25%. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. SiteOne Landscape Supply Holding, LLC, headquartered in Roswell, GA, is a national wholesale distributor of landscaping supplies in the U.S. and Canada. In the twelve months ended July 4, 2022, SiteOne generated about $3.8 billion in revenues. SOUTH SIDE CONVENIENT: No Change in Patient Care, PCO Report Says ----------------------------------------------------------------- Abigail Mohs, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the District of Nebraska a third report regarding the quality of patient care provided at South Side Convenient Care, Inc.'s health care facility. According to the third report, which covers the period from Aug. 19 to Oct. 13, there have been no notable changes in the patient care provided by South Side Convenient Care since the submission of the initial report. Meanwhile, South Side Convenient Care experienced no staffing changes during the period since the second report and was able to make payroll during this period. Furthermore, there were no changes to clinic hours although the clinic saw increased patient volume. Continued monitoring of South Side Convenient Care's patient care will focus on ensuring payroll and staffing continues, according to the report. A copy of the third ombudsman report is available for free at https://bit.ly/3sjYLPR from PacerMonitor.com. The ombudsman may be reached at: Abigail T. Mohs 1700 Farnam Street, Suite 1500 Omaha, NE 68102-2068 Telephone: (402) 344-0500 Email: amohs@bairdholm.com About South Side Convenient Care South Side Convenient Care, Inc., a primary care provider in Nebraska, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 22-80201) on March 21, 2022, with up to $500,000 in both assets and liabilities. Judge Thomas L. Saladino oversees the case. John A. Lentz, Esq., at Lentz Law, PC, LLLC serves as the Debtor's counsel. Abigail Mohs is the patient care ombudsman appointed in the Debtor's Chapter 11 case. SPARKLES BEAUTY: Seeks to Hire Ballstaedt Law Firm as Counsel ------------------------------------------------------------- Sparkles Beauty Bar LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire the Ballstaedt Law Firm as its legal counsel. The firm will render these legal services: (a) institute, prosecute, or defend any contested matters arising out of the Debtor's Chapter 11 proceeding; (b) assist in the recovery, liquidation and protection of estate assets; (c) determine the priorities and statuses of claims and file objections thereto when necessary; (d) prepare a disclosure statement and Chapter 11 Subchapter V plan of reorganization; and (e) perform all other legal services for the Debtor. The firm received a pre-bankruptcy retainer of $1,250 and a Chapter 11 filing fee of $1,738 from the Debtor. Ballstaedt will charge less than $300 per hour for attorneys and less than $150 per hour for paralegals. In addition, the firm will seek reimbursement for expenses incurred. Seth Ballstaedt, Esq., an attorney at Ball Bankruptcy, 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: Seth D. Ballstaedt, Esq. Ballstaedt Law Firm dba Ball Bankruptcy 8751 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Telephone: (702) 715-0000 Facsimile: (702) 666-8215 Email: help@bkvegas.com About Sparkles Beauty Bar Sparkles Beauty Bar LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bakr. D. Nev. Case No. 22-13453) on Sept. 26, 2022. In the petition signed by its managing member, Stacey Bledsoe, the Debtor disclosed up to $500,000 in both assets and liabilities. Seth D Ballstaedt, Esq., at Fair Fee Legal Services, is the Debtor's legal counsel. SPECTACULAR SOLAR: Case Summary & 19 Unsecured Creditors -------------------------------------------------------- Debtor: Spectacular Solar, Corp. DBA Blue Green Solar Inc. DBA DC Solar Integrators LLC 50 Cragwood Road Suite 101 South Plainfield, NJ 07080 Business Description: Spectacular Solar designs, engineers, installs and monitors solar energy systems for residential and business properties. Chapter 11 Petition Date: October 27, 2022 Court: United States Bankruptcy Court District of New Jersey Case No.: 22-18522 Debtor's Counsel: Marc C. Capone, Esq. GILLMAN, BRUTON & CAPONE, LLC 60 Highway 71 Unit 2 Spring Lake, NJ 07762 Tel: (732) 528-1166 Email: ecf@gbclawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Al Francesco as CFO. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/M6JIAWA/Spectacular_Solar_Corp__njbke-22-18522__0001.0.pdf?mcid=tGE4TAMA STREAM TV: Receiver to Take Over Technovative Media --------------------------------------------------- Leslie A. Pappas of Law360 reports that an impartial receiver will take over a Stream TV Networks Inc. subsidiary while the Philadelphia-based 3D television company litigates with a secured creditor, which wants to seize and sell the subsidiary as collateral for unpaid debt, a Delaware Court of Chancery judge said. Vice Chancellor J. Travis Laster appointed Ian Liston of Wilson Sonsini Goodrich & Rosati PC as a "receiver pendente lite" of the subsidiary, Technovative Media. Dispute With Secured Creditors Stream TV was founded in 2009 to develop and commercialize technology that enables viewers to watch three-dimensional content without 3D glasses. The Rajan family controls Stream TV. Stream's senior secured creditor, SLS Holdings VI, LLC, loaned $6 million to Stream through a series of secured notes between 2011 and 2012. Stream's junior secured creditor, Hawk Investment Holdings Limited, loaned more than GBP50 million to Stream, plus another $1.336 million, through a series of junior secured notes, between 2010 and 2014. Eleven years after its founding, Stream remains a pre-revenue, development-stage company. Stream defaulted on its secured debt, and had fallen behind on payments to customers and suppliers. A committee of Stream's board of directors (the "Resolution Committee") negotiated and approved in May 2020, an omnibus agreement among Stream, SLS, Hawk, and fifty-two of Stream's stockholders (the "Omnibus Agreement"). In the Omnibus Agreement, Stream agreed to transfer all of its assets (the "Legacy Stream Assets") to a newly formed entity controlled by SLS and Hawk. In return, SLS and Hawk agreed to extinguish Stream's secured debt. SLS and Hawk subsequently formed SeeCubic as the entity contemplated by the Omnibus Agreement. As part of the deal, Stream's minority stockholders received the right to exchange their shares in Stream for shares in SeeCubic, and Stream received the right to one million shares of common stock in SeeCubic. But Stream's controlling stockholders -- the Rajan brothers -- objected to the Omnibus Agreement. Using their stockholder-level power as the holders of Stream's super-voting Class B common stock, they reconstituted the board of directors and reasserted control over Stream. In September 2020, Stream filed an action -- In re Stream TV Networks, Inc. Omnibus Agreement Litigation (Del. Ct. Chancery Case No. 2020-0766-JTL), seeking a declaration that the Omnibus Agreement was invalid and an injunction against SeeCubic trying to enforce it. SeeCubic counterclaimed, seeking a declaration that the Omnibus Agreement was valid and an injunction against Stream trying to interfere with it. In December 2020, the court ruled that it was reasonably probable that the Omnibus Agreement was a valid and enforceable agreement, and the court issued an injunction barring Stream from failing to comply with the agreement (the "Injunction Decision"). After the issuance of the Injunction Decision, SeeCubic acquired the Legacy Stream Assets. In September 2021, the court granted a motion for summary judgment and declared the Omnibus Agreement to be a valid agreement. The court entered a partial final judgment in favor of SeeCubic, and Stream appealed. In June 2022, the Delaware Supreme Court declared that the Omnibus Agreement could not have become effective without the approval of the holders of a majority of the Class B common stock. The high court remanded the case for further proceedings. The mandate was issued on July 1, 2022 (the "Mandate"). On Aug. 7, 2022, the court entered the Partial Final Judgment. That order held that in light of the Mandate, the Omnibus Agreement did not validly transfer legal title to any of the Legacy Stream Assets from Stream to SeeCubic. The court directed the parties to "cooperate to effectuate the Mandate, including by causing SeeCubic to transfer legal title to the [Legacy Stream Assets] from SeeCubic to Stream as expeditiously as possible (the "Transfer Obligation"). The Partial Final Judgment enjoined SeeCubic and those acting in concert with it from taking any action to "use, impair, encumber, or transfer the Assets, except as necessary to maintain the Assets in the ordinary course of business and preserve their value pending transfer to Stream" (the "Post- Remand Injunction"). In an effort to clarify maters, Hawk intervened and moved to modify the Post-Remand Injunction to confirm that the secured creditors could exercise their rights (the "Modification Motion"). Stream filed a competing motion to enforce the Partial Final Judgment (the "Motion to Enforce"). On Sept. 28, 2022, the court issued an opinion in which it denied the Modification Motion (the "Modification Denial"). One of the factors the court considered in denying the Modification Motion was the relative ease with which SeeCubic could achieve substantial compliance with the Transfer Obligation by causing SeeCubic to transfer the Shares to Stream. The court also explained that Stream faced irreparable harm because unless it got back the Legacy Stream Assets, Stream would not be able to use the Legacy Stream Assets "to conduct business and make efforts to satisfy the claims of Hawk and Stream’s other creditors." The Modification Denial made clear that the secured creditors could not act in concert with SeeCubic to exercise their rights until after SeeCubic returned the Legacy Stream Assets to Stream. SeeCubic and Hawk then planned a series of coordinated acts in which SeeCubic would transfer the Shares to Stream in a manner that would enable Hawk to seize them by acting before Stream could respond. At 11:45 a.m. on Sept. 30, 2022, SeeCubic informed the court that "this morning, SeeCubic caused Technovative to transfer title to the common stock of Technovative from SeeCubic to Stream." On Sept. 30, 2022 in the afternoon, Stream filed with the Court a motion for emergency post-judgment relief. Stream maintains that SeeCubic and Hawk Investment Holdings acted in concert to transfer 100% of the equity of Technovative Media comprising 1,000 shares of its common stock, from SeeCubic to Hawk. The Emergency Motion contends that this conduct was contumacious because the court had made clear in the Partial Final Judgment and in other rulings that SeeCubic was supposed to transfer its assets to Stream. Those rulings did not envision a choreographed transfer in which SeeCubic caused Technovative to list Stream as the owner of the Shares, while at the same time ensuring that Hawk could deploy its rights as a secured creditor to seize the Shares before Stream could react. As a remedy, the Emergency Motion sought an order canceling Hawk's ownership of the Shares and vesting ownership in Stream. Stream also sough an injunction barring SeeCubic and anyone acting in concert with it from interfering with Stream's ownership of the Shares until further order of the court. Vice Chancellor Laster in an Oct. 2, 2022, ruling acknowledged that rather than complying with the Transfer Obligation and the Post-Remand Injunction, SeeCubic, Hawk, and Stastney acted in concert to evade those obligations. "Divesting Hawk of its purported ownership of the Shares is a fair and equitable result. It remedies the choreographed transfer of the Shares from SeeCubic to Hawk and achieves the outcome intended by the Partial Final Judgment. Accordingly, Hawk is divested of title to the Shares, which is vested in Stream," Vice Chancellor Laster said. "As with the Partial Final Judgment itself, this ruling is without prejudice to the ability of Hawk and SLS to exercise their rights as secured creditors. They must exercise those rights, however, after Stream has had a fair opportunity to assert control over its assets." As a further remedy, Stream asked for an indefinite injunction, saying that it should have a lengthy period to get back on its feet before confronting its creditors. But VC Laster said an injunction with a duration of ten days is sufficient. "The equities of the case warrant restoring Stream to the position it occupied in fall 2020. The equities do not warrant putting Stream in a substantially better position than it 20 was in back then. As a practical matter, Stream will be in a better position, because SeeCubic turned around what had been a failing business, and Stream is getting that business back. That near term outcome is unavoidable and is part of what will necessitate the adjudication of SeeCubic’s claim for unjust enrichment, at least to the extent Stream retains its assets. Stream need not receive further benefits in terms of an indefinite stay from this court." VC Laster ruled, "For a period of ten days, SeeCubic, Hawk, Stastney, and anyone acting in concert with them are enjoined from taking any action to interfere with Stream’s ownership of the Shares. During that period, Stream may freely exercise the rights associated with the Shares. Once the eleventh day, the starting gun will fire, and SeeCubic, Hawk, and Stastney may pursue whatever rights they believe they have." About Stream TV Networks Philadelphia, Pa.-based Stream TV Networks, Inc. develops technology intended to display three-dimensional content without the use of 3D glasses. On Feb. 24, 2021, Stream TV Networks filed a Chapter 11 petition (Bankr. D. Del. Case No. 21-10433). Stream TV Networks CEO Mathu Rajan signed the petition. In the petition, the Debtor listed assets of about $100 million to $500 million and liabilities of $100 million to $500 million. Judge Karen B. Owens oversees the case. Dilworth Paxson, LLP, led by Martin J. Weis, Esq., is the Debtor's counsel. The Company's Chapter 11 case was dismissed on May 17, 2021. Stream TV Networks filed a Chapter 7 bankruptcy petition (Bankr. D. Del. Case No. 21-bk-10848) on May 23, 2021, which case was dismissed June 10, 2021. SUNSET HOLDING: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Sunset Holding and Management, LLC 2605 Waterloo Road Stockton, CA 95205 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 27, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-15858 Judge: Hon. Julia W. Brand Debtor's Counsel: Nancy Korompis, Esq. KOROMPIS LAW OFFICES PO Box 60011 Pasadena, CA 91116 Tel: 686-938-9200 Fax: 877-552-9252 Email: nancy@korompislaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Katrina Anyanwu as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/L5OMXZI/Sunset_Management_and_Holding__cacbke-22-15858__0001.0.pdf?mcid=tGE4TAMA TALEN ENERGY: Amends Class 4 & 5 Unsecured Claims Details --------------------------------------------------------- Talen Energy Supply, LLC, et al., submitted a further revised Disclosure Statement for Joint Chapter 11 Plan dated October 24, 2022. Pursuant to the RSA First Amendment, the Debtors are permitted to conduct the Sale Process which provides a public and competitive forum in which the Debtors may seek bids or proposals for potential Sale Transactions. If such transactions would provide the Debtors' Estates with higher or otherwise better value than the Equitization Transaction, the Debtors will effectuate a Sale Transaction in lieu of the Equitization Transaction. Under the Plan, a Sale Transaction would provide for a waterfall distribution of the proceeds from any Sale Transaction (the "Sale Transaction Proceeds"). At this stage, the Debtors believe the Equitization Transaction provided for in the RSA and the Plan will maximize value for the Debtors and their Estates and allow the Debtors' business to reorganize with a substantially reduced debt load and increase their cash flow on a go-forward basis. The Creditors' Committee contends that the Plan should not be confirmed based on their assertions that the Plan Settlements would release valuable estate claims and other challenges for no value, as raised in the Creditors' Committee's Standing Motions. The Committee intends to object to the confirmation of the Plan on this and other grounds. The Court has set aside a portion of the Confirmation Hearing to hear evidence regarding the Plan Settlements. The Debtors disagree with the foregoing assertions and reserve all of their rights with respect thereto. The Creditors' Committee believes there are valuable estate claims and other challenges that could result in (i) the CAF Claims being unsecured, reducing the Debtors' secured debt burden by approximately $1 billion, (ii) the avoidance of CAF Claims asserted against the Debtors, and (iii) the disallowance of the make-whole and other premiums asserted under the CAF. The Creditors' Committee timely filed with the Court a standing motion and a claim objection with respect to such claims. The Creditors' Committee contends that the Plan should not be confirmed based on assertions that the CAF Settlement would forfeit these challenges to the CAF Claims for insufficient value. The Court has set aside a portion of the Confirmation Hearing to hear evidence regarding the CAF Settlement. The Debtors disagree with the foregoing assertions and reserve all of their rights with respect thereto. The Creditors' Committee is not party to the TEC Global Settlement and disagrees with the Debtors' characterization of the benefits of that agreement, which was reached between the Debtors, the Consenting Parties, and the TEC Consenting Parties. The Creditors' Committee filed the Avoidance Standing Motion on August 9, 2022, seeking authority to pursue litigation against Riverstone and its affiliates to recover for the benefit of the Estates a $500 million dividend and over $900,000 in expense reimbursements paid to Riverstone and its affiliates. The Creditors' Committee contends that the Plan should not be confirmed based on their assertions that the TEC Global Settlement would forfeit these challenges for no value. The Court has set aside a portion of the Confirmation Hearing to hear evidence regarding the TEC Global Settlement. The Debtors and the TEC Consenting Parties disagree with the foregoing assertions and reserve all of their rights with respect thereto. Class 4 consists of Unsecured Notes Claims. On the Effective Date, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Claims, each Holder of an Allowed Unsecured Notes Claim against any Debtor, in each case without duplication among the Debtors, shall receive, in accordance with the Restructuring Transactions, its Pro Rata share of, as applicable: * If the Equitization Transaction occurs: -- 99% of the New Common Equity, less the New Common Equity distributed on account of the Retail PPA Incentive Equity and the GUC Recovery Equity Pool, and subject to dilution from the Rights Offering, the Backstop Periodic Premium, the Backstop Put Premium, the New Warrants Equity, and the Employee Equity Incentive Plan; -- the 1145 Subscription Rights; and -- with respect to: Eligible Holders of Unsecured Notes Claims: solely if such holder fully exercises its 1145 Subscription Rights, the 4(a)(2) Subscription Rights; or Ineligible Holders of Unsecured Notes Claims (if any): solely if such Holder fully exercises its 1145 Subscription Rights, New Common Equity or Cash, at the option of the Requisite Consenting Parties, in the amount equal to the value of the (4)(a)(2) Subscription Rights that would have been distributable to such Holder if such Holder was an Eligible Holder of Unsecured Notes Claims; or * if the Sale Transaction occurs: the Waterfall Recovery; provided, however that in no event shall the Holders of Unsecured Notes Claims receive, on account of such Claims, a recover greater than 100% of the Allowed Unsecured Notes Claims, including after payment of postpetition interest on any Allowed Unsecured Notes Claims from the Petition Date through the date of payment of such Claim, plus any additional amounts due under the Unsecured Notes Documents, to the maximum extent permitted by law, in each case as provided for in the relevant indenture and as allowed under the Bankruptcy Code. Class 5 consists of General Unsecured Claims. On the Effective Date or as soon as practicable thereafter, except to the extent that a Holder of a General Unsecured Claim agrees to less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Claims, each Holder of an Allowed General Unsecured Claim shall receive, in accordance with the Restructuring Transactions, its Pro Rata share (on a Claim by Debtor basis) of: * if the Equitization Transaction occurs, -- the GUC Recovery Equity Pool, subject to dilution from the Rights Offering, the Backstop Periodic Premium, the Backstop Put Premium, the New Warrants Equity, and the Employee Equity Incentive Plan; -- the 1145 Subscription Rights; and -- with respect to: Eligible Holders of General Unsecured Claims: solely if such Holder fully exercises its 1145 Subscription Rights, the 4(a)(2) Subscription Rights; or Ineligible Holders of General Unsecured Claims (if any): solely if such Holder fully exercises its 1145 Subscription Rights, New Common Equity or Cash, at the option of the Requisite Consenting Parties, in the amount equal to the value of the 4(a)(2) Subscription Rights that would have been distributable to such Holder if such Holder was an Eligible Holder of General Unsecured Claims; or * if the Sale Transaction occurs, the Waterfall Recovery; provided, however, that in no event shall the Holders of General Unsecured Claims receive, on account of such Claims, a recovery greater than 100% of the Allowed General Unsecured Claims. Surety Bonds As of the Petition Date, the aggregate amount of the surety bonds outstanding was approximately $247 million, which obligations were partially collateralized by letters of credit in the approximate amount of $111.2 million and cash in the approximate amount of $104.1 million (all letters of credit issued for the benefit of surety providers, the proceeds thereof, and/or pledged cash, collectively, the "Surety Collateral"). The Debtors' surety bond providers may assert, among other things, that (i) their existing surety bonds are not property of the Debtors, (ii) that their existing surety bonds and related indemnity agreements are non-assumable financial accommodations under the Bankruptcy Code, or that they are otherwise non assumable, non-assignable, and non-transferrable, without their consent, and/or (iii) a Third-Party Successful Bidder in a Sale Transaction would be required to replace the Debtors' existing surety bonds. The Debtors disagree with certain of these assertions and reserve all rights with respect thereto. To the extent the Debtors and any surety bond provider cannot agree on the treatment of such surety's Claims, such surety may object to such treatment in connection with Confirmation or take such other action as may be permitted by applicable law. Pension Obligations The Pension Benefit Guaranty Corporation ("PBGC") is the wholly owned United States government corporation and agency created under Title IV of ERISA to administer the federal pension insurance program and to guarantee the payment of certain pension benefits upon termination of a pension plan covered by Title IV of ERISA. Debtor TES sponsors the TES Pension Plan and Talen Montana sponsors the Talen Montana Pension Plan, which are covered by Title IV of ERISA. PBGC asserts that the other Debtors are members of the sponsors' controlled group, as defined in 29 U.S.C. § 1301(a)(14). After the Effective Date, the Reorganized Debtors shall, in the ordinary course of their business, as and to the extent required by the Pension Plans' governing documents and in accordance with applicable non-bankruptcy law: (i) satisfy the minimum funding requirements under 26 U.S.C. §§ 412 and 430 and 29 U.S.C. §§ 1082 and 1083; (ii) pay all required premiums, if any, owed to PBGC under 29 U.S.C. §§ 1306 and 1307, for the Pension Plans under ERISA or the Internal Revenue Code; and (iii) administer the Pension Plans in accordance with the applicable provisions of ERISA and the Internal Revenue Code. Since the Plan provides that the Reorganized Debtors will continue the Pension Plans, PBGC and the Debtors agree that all proofs of claim filed by PBGC shall be deemed withdrawn on the Effective Date without incurring liability in the bankruptcy. Attorneys for the Debtors and Debtors: Gabriel A. Morgan, Esq. Clifford W. Carlson, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, TX 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 - and - Matthew S. Barr, Esq. Alexander Welch, Esq. WEIL GOTSHAL, & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 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. TAMARACK INVESTMENTS: Seeks Approval to Tap Fellers as Counsel -------------------------------------------------------------- Tamarack Investments LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire Fellers, Snider, Blankenship, Bailey & Tippens, P.C. as its legal counsel. The firm's services include: (a) advising the Debtor regarding its powers and duties in the continuing operation of its business and management of its property; (b) preparing legal papers; and (c) performing all other necessary legal services for the Debtor. Stephen Moriarty, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $450. The firm's attorneys do not have connection with creditors or any other party adverse to the interest of the Debtor and its bankruptcy estate, according to court filings. The firm can be reached at: Stephen J. Moriarty, Esq. Fellers, Snider, Blankenship, Bailey & Tippens, P.C. 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102 Tel: (405) 232-0621 Fax: (405) 232-9659 Email: smoriarty@fellerssnider.com About Tamarack Investments Tamarack Investments, LLC, a company in Oklahoma City, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-12333) on Oct. 11, 2022. In the petition filed by its managing member, Charles V. Long, Jr., the Debtor reported $1 million to $10 million in both assets and liabilities. The Debtor is represented by Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, PC. THOMPSON MILLWORK: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Thompson Millwork, LLC 200 Redman Crossing Mebane, NC 27302 Chapter 11 Petition Date: October 26, 2022 Court: United States Bankruptcy Court Middle District of North Carolina Case No.: 22-80210 Judge: Hon. Benjamin A. Kahn Debtor's Counsel: Philip M. Sasser, Esq. SASSER LAW FIRM 2000 Regency Parkway Suite 230 Cary, NC 27518 Tel: 919-319-7400 Fax: 919.657.7400 Email: travis@sasserbankruptcy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Matthew Thompson as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OTLFT6Y/Thompson_Millwork_LLC__ncmbke-22-80210__0001.0.pdf?mcid=tGE4TAMA TURNER OAKWOOD: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Turner Oakwood Properties, LLC to use cash collateral on an interim basis for its post-petition, necessary and reasonable operating expenses, as detailed in the November 2022 budget. The Debtor requires access to the cash collateral generated by its operations in order to allow it to remain in business. On October 16, 2006, Celeste Turner and Augusta Turner signed a promissory note in favor of Wells Fargo Bank, N.A., in the original principal balance of $248,000. The note is secured by a deed of trust and assignment of rents recorded in Book 12217, at Page 1868, of the Wake County Registry, which encumbers 404 E. Edenton Street. Upon information and belief, SN Servicing is the servicer of the loan. On October 26, 2006, Celeste Turner and Augusta Turner signed a promissory note in favor of Countrywide Bank, N.A., in the original principal balance of $227,500. The note is secured by a deed of trust and assignment of rents recorded in Book 12236, at Page 1382, of the Wake County Registry, which encumbers 6 N. Bloodworth Street. Shellpoint is the servicer of this loan. As adequate protection for the Debtor's use of cash collateral, the Cash Collateral Creditors are granted postpetition replacement liens on the same assets to which their liens attached pre-petition, to the same extent, and with the same validity and priority as existed on the petition date. These events constitute an "Event of Default:" a. The Debtor will fail to comply with any of the terms or conditions of the Order; b. The Debtor will fail to maintain insurance; c. The Debtor will use cash collateral other than as agreed in the Order; or d. Appointment of a trustee or examiner in this proceeding, or the conversion of the case to a proceeding under Chapter 7 of the Bankruptcy Code. A further hearing on the matter is set for November 29 at 10:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3SHe53G from PacerMonitor.com. The Debtor projects $2,200 in total income and $1,850 in total expenses for its 404 E. Edenton property. About Turner Oakwood Properties, LLC Turner Oakwood Properties, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02049) on September 12, 2022. In the petition signed by Augusta Bernadette Turner, manager, the Debtor disclosed up to $1 million in both assets and liabilities. Judge David M. Warren oversees the case. William Kroll, Esq., at Everett Gaskins Hancock LLP, is the Debtor's counsel. UNIVERSAL REHEARSAL: Seeks Chapter 11 Bankruptcy ------------------------------------------------ Universal Rehearsal Partners, Ltd., filed for chapter 11 protection due to a dispute between its co-owners. Universal Rehearsal Partners is a Texas limited partnership formed in 2001 between John Kirtland and Vince Barnhill for the acquisition of certain real property and the operation at that property of a business that leases practice rooms and rehearsal spaces to musicians and bands. Pursuant to a Limited Partnership of Universal Rehearsal Partners, Ltd. dated Sept. 26, 2000 (the "LP Agreement"), Kirtland would own 50% of the limited partnership as the Limited Partner, while Barnhill would own 50% as the General Partner. To effectuate the LP Agreement, Kirtland provided $109,000 in cash to help the Debtor acquire real property on which to operate the business located at 9150 and 9142 Markville, Dallas, TX 75243 (the "Property"). In addition, Kirtland personally guaranteed more than $900,000 in debt incurred by the Debtor when acquiring the Property. Barnhill was, in essence, the sweat equity, charged with operating the Debtor's business at the Property in exchange for his 50% partnership interest. Over time, Barnhill began to violate various provisions of the LP Agreement. Among other things, Barnhill failed to properly provide and obtain approval for annual operating budgets as required, and Barnhill failed to escrow and pay the Debtor's real property taxes in a timely manner. As Barnhill's operation of the Debtor grew increasingly erratic and unprofessional, Kirtland learned from the Debtor's former CPA, Thad Tatum, that Barnhill may have been misappropriating funds from the Debtor. Kirtland's initial investigation into these matters revealed a decline in revenue and profits, potentially associated with Barnhill's acceptance and misappropriation of cash payments from customers, Barnhill's self-dealing through d/b/a entities owned by Barnhill, Barnhill's misuse of rentable business space, and other violations of the LP Agreement. Declining reported revenue and increased reported costs eventually led to a breach of financial covenants in the Debtor's loan documents with PlansCapital Bank ("Lender"). As a result of the Debtor's covenant defaults, Lender has indicated to the Debtor that it will not extend the March 16, 2023 maturity date (the "Maturity Date") of its loan, evidenced by a Promissory Note between the Debtor and Lender dated March 16, 2016 in the original principal amount of $929,000 (the "Note"). On Nov. 12, 2021, Kirtland removed Barnhill as General Partner in an effort to stabilizing business operations, increase revenue, and ensure transparency and appropriate financial controls. In doing so, Kirtland cited no less than 11 grounds for Barnhill's removal under section 4.11 of the LP Agreement. Kirtland concurrently appointed Q PM, LLC, a Texas limited liability company ("QPM"), as the Debtor's new General Partner. Under the terms of the LP Agreement, when a GP is removed, the replacement GP becomes a 1% interest holder in the Debtor. The 1% ownership interest is transferred automatically from the preceding GP's interest in the Debtor. Accordingly, QPM is 1% interest owner of the Debtor, and Barnhill became a 49% interest owning limited partner. Kirtland remains a 50% interest holder. Shortly after his removal, Kirtland's litigation counsel retained reputable CPA and Certified Fraud Examiner Paula Field of Lucrum Accounting to perform a fraud analysis of the Debtor and its available books, records, tax returns, bank account statements, and other information. On August 4, 2022, Ms. Field produced her initial Certified Fraud Examiners Report, finding $934,473 of unreported earnings, a difference of more than $667,000 of compensation paid to Barnhill than Kirtland, despite the LP Agreement requirement of equal compensation, and more than $163,000 of misallocated capital contributions owing to Kirtland. Despite his removal and the Certified Fraud Examiner's findings, Barnhill continued to act as General Partner of the Debtor. Barnhill continued to appear at the Property, continued to interact with customers, and on information and belief, continued to collect cash payments or electronic payments directly from customers at the expense of the Debtor. According to Kirtland, Barnhill has gone so far as to deny Kirtland and QPM access to the Property, has locked Kirtland and QPM out of rooms within the Property, has confronted Kirtland at the Property while armed with a pistol, and has physically assaulted Kirtland while Kirtland entered the Property. The result is an untenable situation in which QPM cannot properly operate the Debtor and maximize revenue due to Barnhill's inappropriate behavior. Even despite pending litigation, neither Kirtland nor QPM have been able to secure the Property from Barnhill. Given the upcoming Maturity Date obligation, and the Debtor's lack of means to pay that obligation from cash on hand, the Debtor is compelled to file for bankruptcy relief, and to administer its assets pursuant to Title 11 of the United States Code. According to court filings, Universal Rehearsal Partners estimates $1 million to $10 million in debt to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. About Universal Rehearsal Partners Universal Rehearsal Partners, Ltd., is a Texas limited partnership formed in 2001 between John Kirtland and Vince Barnhill for the acquisition of certain real property and the operation at that property of a business that leases practice rooms and rehearsal spaces to musicians and bands. The property is located at 9150 and 9142 Markville, Dallas, TX 75243. Universal Rehearsal Partners, Ltd. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-31966) on October 21, 2022. In the petition filed by Marcus Morriss, as managing member of general partner, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by John J. Kane of Kane Russell Coleman Logan PC. VANGUARD WINES: Taps Allen Stovall Neuman & Ashton as Counsel ------------------------------------------------------------- Vanguard Wines, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Allen Stovall Neuman & Ashton, LLP as its legal counsel. The firm's services include: a. advising the Debtor of its rights, powers and duties in the continued operation of its business; b. advising and assisting the Debtor in preparing all necessary reports, schedules and legal documents; c. reviewing all financial and other reports to be filed with the court and the United States Trustee; d. advising the Debtor concerning, and assisting in the negotiation and documentation of, the refinancing or sale of its assets, debt and lease restructuring, executory contract and unexpired lease assumptions, assignments or rejections, and related transactions; e. counseling and representing the Debtor regarding actions it might take to collect and recover property for the benefit of the estate; f. reviewing the nature and validity of liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of such liens; g. assisting the Debtor in formulating, negotiating and obtaining confirmation of a plan of reorganization and preparing other related documents; and h. performing other legal services for the Debtor as may be necessary or appropriate in the administration of its business and Chapter 11 case. The firm will be paid at these rates: Thomas R. Allen, Partner $495 per hour Richard K. Stovall, Partner $425 per hour James A. Coutinho, Partner $375 per hour Tom Shafirstein, Associate $285 per hour Luke A. Shaffer, Associate $240 per hour As disclosed in court filings, Allen is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas R. Allen, Esq. Richard K. Stovall, Esq. James A. Coutinho, Esq. Allen Stovall Neuman & Ashton LLP 10 West Broad Street, Suite 2400 Columbus, OH 43215 Tel: (614) 221-8500 Fax: (614) 221-5988 Email: allen@ASNAlaw.com stovall@ASNAlaw.com coutinho@ASNAlaw.com About Vanguard Wines Vanguard Wines, LLC, an Ohio-based wine wholesaler and importer, filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-51200) on Oct. 10, 2022, with between $1 million and $10 million in both assets and liabilities. Patricia B. Fugee has been appointed as Subchapter V trustee. Judge Alan M. Koschik oversees the case. The Debtor is represented by Richard K. Stovall, Esq., at Allen Stovall Neuman & Ashton, LLP. VANGUARD WINES: Wins Cash Collateral Access on Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, authorized Vanguard Wines, LLC to use cash collateral on a final basis in accordance with its agreement with secured lender, Crossroads Financial Group, LLC. Crossroads, a North Carolina limited liability company, the U.S. Small Business Administration, and Libertas Funding LLC may each assert an interest in the Debtor's cash collateral by virtue of their respective documents. The Debtor became indebted to Crossroads pursuant to loan and security agreements including a Loan and Security Agreement dated February 20, 2020, which contemplated a revolving credit facility, executed by the Debtor in favor of Crossroads, together with related contractual agreements. As of the Petition Date, the Debtor was, and remains, in default of its obligations under the Loan Documents. Crossroads asserts the current balance of the Loan is approximately $986,778, plus fees (including, without limitation, legal fees), costs, and expenses that have accrued or may accrue. Crossroads has a first-priority, valid and perfected security interest in, and lien upon, the cash collateral and the other Prepetition Collateral. The SBA and Libertas may assert interests in the Prepetition Collateral and the cash collateral by virtue of their credit agreements with the Debtor. Prior to the occurrence of a Termination Event not waived by Crossroads, the Debtor is authorized to use the cash collateral in an amount not to exceed in any week the sum of the "Total Cash Paid Out" line item in the Approved Budget for that week. As adequate protection, Crossroads is granted valid, binding, enforceable, and perfected first-priority replacement liens in all property acquired or created postpetition. The SBA and Libertas are each granted valid, binding, enforceable, and perfected replacement liens in the Additional Collateral junior in all respects to the Replacement Liens granted to Crossroads and having the same priority as their existing liens have to one another and the Prepetition Liens of Crossroads as of the Petition Date. Starting on October 24, 2022, the Debtor will make bi-weekly payments (on the Wednesday of each week) of $7,750 to Crossroads, and the Debtor will make an interest payment to Crossroads in an amount not less than $15,800 on or before December 5, 2022. The replacement liens and security interests granted to Crossroads will be subject and subordinate to: a) fees required to be paid to (i) the Office of the Subchapter V Trustee under sections 330(a) and 503 of the Bankruptcy Code in an amount up to $5,000; and b) the actual unpaid fees and expenses, up to the amounts set forth in the "Accounting & legal" line item of the Approved Budget, incurred or earned by any professional retained by the Debtor. The total amount of the Carve Out for the Debtor's Professionals will not exceed $72,500 during the case. A copy of the order and the Debtor's 13-week budget is available at https://bit.ly/3DAd6Oy from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $66,820 for the week beginning October 10, 2022; $42,275 for the week beginning October 17, 2022; $51,320 for the week beginning October 24 2022; $62,681 for the week beginning October 31 2022; $72,820 for the week beginning November 7, 2022; $60,950 for the week beginning November 14, 2022; $69,820 for the week beginning November 21, 2022; $55,750 for the week beginning November 28, 2022; $1,064,217 for the week beginning December 5, 2022; $58,200 for the week beginning December 12, 2022; $820 for the week beginning December 19, 2022; $0 for the week beginning December 26, 2022; and $0 for the week beginning January 2, 2023. About Vanguard Wines, LLC Vanguard Wines, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-51200) on October 10, 2022. In the petition signed by Eric Stewart, president, the Debtor disclosed $1,408,580 in total assets and $5,063,797 in total liabilities. Vanguard Wines, LLC is an independently owned importer and distributor of fine wines and spirits in Ohio, Kentucky and Indiana. Vanguard operates primarily from its leased warehouse facility in Columbus, Ohio, as well as smaller facilities in Indianapolis, Indiana and Louisville, Kentucky. On a company wide basis, Vanguard has 26 employees as of the filing of its chapter 11 case. Judge Alan M. Koschik oversees the case. Richard K. Stoval, Esq., at Allen Stovall Neuman & Ashton LLP, is the Debtor's counsel. VENOCO, LLC: Mediation Dropped in Trustee Suit v. Lands Commission ------------------------------------------------------------------ Chief District Judge Colm F. Connolly of the District Court for the District of Delaware said he received a recommendation from Chief Magistrate Judge Mary Pat Thynge that the case styled as, EUGENE DAVIS, in his capacity as Liquidating Trustee of Venoco Liquidating Trust, Appellant, v. STATE OF CALIFORNIA and CALIFORNIA LANDS COMMISSION, Appellees, Civil Action No. 22-1174-CFC (D. Del.), be withdrawn from mandatory referral for mediation and proceed through the appellate process of the district court. Judge Connolly accepted the recommendation and directed briefing on this bankruptcy appeal to proceed in accordance with the following schedule: 1. Appellant's brief in support of the appeal is due on or before Nov. 18, 2022. 2. Appellees' brief in opposition to the appeal is due on or before Jan. 3, 2023. 3. Appellant's reply brief is due on or before Jan. 25, 2023. As reported by the Troubled Company Reporter, citing Jeff Montgomery of Law360, the U.S. Supreme Court in October last year refused to hear a California agency's appeal challenging lower court findings that a bankruptcy trustee's inverse condemnation claim trumped state sovereign immunity defenses in the regulatory takeover of oil company land and assets during an offshore spill cleanup. In a certiorari denial listed in a string of October session-opening decisions, the justices rejected an appeal by the California State Lands Commission without comment. The commission sought reversal of the Third Circuit's May 24 finding that a 2006 high court ruling made bankruptcy's "in rem" jurisdiction over the Chapter 11 estate of oil driller Venoco LLC. In Venoco, the trustee for a post-confirmation liquidation trust filed an adversary proceeding against the State of California and its Lands Commission, alleging inverse condemnation and arguing that the trust was entitled to just compensation for the taking of its property. The State filed a motion to dismiss, arguing, inter alia, that the Eleventh Amendment barred the suit against the State on the basis of sovereign immunity. The Bankruptcy Court, the District Court, and the Third Circuit all disagreed, holding that Katz precluded the assertion of sovereign immunity in the proceeding because the post-confirmation adversary proceeding furthered the Bankruptcy Court's in rem jurisdiction. About Venoco LLC Venoco, LLC, is a California-based and privately owned independent energy company primarily focused on the acquisition, exploration, production and development of oil and gas properties. As of April 2017, Venoco held interests in approximately 57,859 net acres, of which approximately 40,945 are developed. In the midst of a historic collapse in the oil and gas industry, Venoco, Inc. -- the predecessor in interest to Venoco, LLC -- and six of Venoco, Inc.'s affiliates commenced voluntary Chapter 11 cases (Bankr. D. Del. Lead Case No. 16-10655) on March 18, 2016, in Delaware to address their overleveraged capital structure. In under four months, the 2016 Debtors confirmed a plan eliminating more than $1 billion in funded debt and other liabilities. On April 17, 2017, each of Venoco, LLC, and six of its subsidiaries filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-10828). As of the bankruptcy filing, the Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $100 million. Judge Kevin Gross presides over the 2017 cases. The Debtors hired Morris, Nichols, Arsht & Tunnell LLP and Bracewell LLP as counsel; Zolfo Cooper LLC as restructuring and turnaround advisor; Seaport Global Securities LLC as financial advisor; and Prime Clerk LLC as claims, noticing and balloting agent. Venoco confirmed a plan of liquidation in the 2017 case, under which a post-confirmation liquidation trust was established. The liquidation plan became effective on October 1, 2018. VISION DEMOLITION: May Use $121,000 of Cash Collateral Thru Nov 8 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized Vision Demolition and Excavating, LLC to use cash collateral up to the amount of $121,000 on an interim basis in accordance with the budget through November 8, 2022. The Debtor contends it requires access to cash collateral in order to continue operating its business and attempt a successful reorganization pursuant to the provisions of Chapter 11 of the Bankruptcy Code. The Debtor represented that Commercial Credit Group may have made loans to the Debtor pursuant to various loan documents. The Debtor represented that it is indebted to the Secured Creditor in total approximately $600,000, plus accrued and unpaid interest and other charges as provided in the Loan Documents. As adequate protection, the Secured Creditor will be granted replacement liens in the cash collateral and in the post-petition property of the Debtor of the same nature and to the same extent and in the same priority held in the cash collateral on the Petition Date. The Adequate Protection Liens will be valid and fully perfected without any further action by any party and without the execution or the recordation of any control agreements, financing statements, security agreements, or other documents. These events constitute an "Event of Default:" a. A trustee or examiner is appointed in the Chapter 11 case; b. The Debtor's Chapter 11 case is converted to a Chapter 7 case or dismissed; c. The Debtor fails to comply with any term of the Order, including but not limited to its payment obligations and compliance with the Budget; d. The Debtor makes any payment not set forth in the Budget; and e. The Debtor fails to comply with any of the adequate protection or reporting obligations set forth therein. A final hearing on the matter is set for November 8 at 9:30 a.m. A copy of the order is available at https://bit.ly/3SD8vzf 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. VOYAGER DIGITAL: Pushed by Judge to Consider Rival Offers --------------------------------------------------------- Steven Church of Bloomberg News reports that bankrupt crypto lender Voyager Digital Ltd. agreed to consider higher offers than the $1.4 billion bid it accepted from FTX US, the digital-asset exchange founded by billionaire Sam Bankman-Fried, a decision that could increase payouts to customers who had their accounts frozen. Under an arrangement approved by US Bankruptcy Judge Michael E. Wiles on Wednesday, October 19, 2022, the company can cancel its deal with FTX should it get a higher offer. The sale can't close until Wiles approves Voyager's bankruptcy payout plan, which the Manhattan-based judge may consider in December 2022. About Voyager Digital 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. On July 19, 2022, the U.S. Trustee for the Southern District of New York appointed an official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped McDermott Will & Emery as counsel, and FTI Consulting as financial advisor. Epiq Corporate Restructuring, LLC, is the Commiteee's noticing and information agent. WC BRAKER: Court OKs Appointment of Chapter 11 Trustee ------------------------------------------------------ Judge Tony Davis of the U.S. Bankruptcy Court for the Western District of Texas approved the appointment of John Patrick Lowe, Esq., as Chapter 11 trustee for WC Braker Portfolio B, LLC. Mr. Lowe, a practicing attorney in Uvalde, Texas, was appointed by the U.S. Trustee for Region 7 who oversees the Chapter 11 case of WC Braker. Mr. Lowe disclosed in court papers that he does not have any connections with WC Braker, the company's creditors and other parties in interest. The Chapter 11 trustee can be reached at: John Patrick Lowe, Esq. 2402 East Main Street Uvalde, TX 78801 Phone: (830) 407-5115 About WC Braker WC Braker Portfolio B, LLC, a company in Austin, Texas, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 22-10628) on Sept. 29, 2022, with up to $500 million in assets and up to $50 million in liabilities. Natin Paul as authorized signatory, signed the petition. Judge Tony M. Davis oversees the case. The Debtor is represented by Todd Headden, Esq., at Hayward, PLLC. WESTJET AIRLINES: Moody's Affirms B3 CFR & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service has changed WestJet Airlines Ltd.'s outlook to stable from positive. At the same time, Moody's has affirmed the company's B3 corporate family rating, B3-PD probability of default rating, B2 backed senior secured first-lien term loan B (term loan B), and B2 backed senior secured first-lien revolving credit facility. "The stable outlook reflects Moody's expectation that WestJet will be able to sustain good liquidity to help cushion against inflationary pressure including high jet fuel prices." said Aziz Al Sammarai, Moody's analyst. "The rating affirmation reflects Moody's expectation that continued air travel demand recovery and fleet transformation will improve profitability." Affirmations: Issuer: WestJet Airlines Ltd. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Gtd Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: WestJet Airlines Ltd. Outlook, Changed To Stable From Positive RATINGS RATIONALE WestJet's B3 CFR benefits from a leading position in the duopolistic Canadian air travel market, good liquidity to weather the inflationary environment, better profitability as it undergoes narrow-body fleet deliveries, and renewed focus as low-cost carrier with premium leisure offerings. The rating is constrained by Moody's expectation that debt/EBTIDA will remain above 8.5x in 2023, execution risk with the implementation of the new strategy shift to grow in key communities in Western Canada, emerging low-cost carrier competition, and private equity ownership that could lead to shareholder friendly transactions limiting cash flow available for deleveraging. WestJet's liquidity is good over the 12 months to June 2023. Sources of liquidity total about of CAD1.7 billion compared to about CAD790 million of uses. Sources at June 2022, are comprised of CAD1.7 billion of cash and cash equivalents (net of restricted cash) and availability under its $350 million (about CAD480 million) revolver expiring in 2024. These sources are sufficient to fund Moody's expectation of CAD450 million of free cash flow consumption and about CAD340 million of mandatory annual debt and lease repayments over the next four quarters. Moody's sources of liquidity do not include WestJet's expectation of completing sale and leaseback transactions for its future aircraft deliveries or on existing aircraft, which if completed, will provide additional liquidity. WestJet's term loan B and revolver are secured by most of its assets and subject to a collateral coverage test which the company is currently above the minimum requirement. This provides WestJet the flexibility to use some of the collateral value above the minimum requirement to raise liquidity if needed. The B2 ratings on WestJet's term loan B and revolver are rated one notch above the CFR, reflecting its priority above the company's trade payables despite constituting the bulk of the debt capital structure. The term loan B and revolver have first lien security on substantially all the material assets of the company, excluding aircraft that secure Export Development Corporation (EDC) term loans. The stable outlook reflects Moody's expectation that WestJet will be able to maintain good liquidity to help cushion against inflationary environment. Moody's expects fuel prices to average around $110 and $95 per barrel for 2022 and 2023, respectively, which will limit meaningful EBITDA recovery and result in debt/EBITDA above 8.5x in 2023. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if there is a sustained recovery in passenger demand towards pre-pandemic levels, debt/EBITDA moves toward 5x, and (Funds from operations plus interest)/interest is likely to exceed 3x. The ratings could be downgraded if liquidity deteriorates, sustained negative impact on earnings and cash flows from softening of demand, debt/EBITDA is expected to be sustained above 6.5x, or if (Funds from operations plus interest)/interest is sustained below 1.5x. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Passenger Airlines published in August 2021. WestJet Airlines Ltd. headquartered in Calgary, Alberta, is a private company owned by Onex Corporation, and is the second-largest Canadian air carrier, providing scheduled passenger services to over 100 destinations in Canada, the US, Central America, the Caribbean and Europe. Revenue for LTM Q2 2022 exceeded CAD3 billion. ZEOLI-BROWN LLC: Restaurant Starts Subchapter V Case ---------------------------------------------------- Jay Davis of Crain' Detroit Business reports that Clawson Italian restaurant, Zeoli's Modern Italian, a little more than four years after opening, has filed for bankruptcy reorganization. Zeoli-Brown LLC, operators of Zeoli's Modern Italian, on Oct. 18, 2022, filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court in Detroit. Zeoli's is owned by chef/owner Scott Brown and his wife, Meaghan Zeoli-Brown. The Browns are listed as co-debtors in the filing. A Chapter 11 filing protects a company from creditors as it attempts to reorganize and remain operating. Scott Brown on Friday, October 21, 2022, declined to comment on the filing other than to say, "We're not closing." The business, located at 110 E. 14 Mile Road, in the filing lists assets of $123,998 and liabilities of $1.15 million. The assets include $4,300 in financial assets and $16,198 in inventory. The filing lists 28 creditors, including the city of Clawson, Huntington Bank, the Oakland County treasurer, the state of Michigan and the IRS. Zeoli's operates in a space previously housed by Regeneration clothing, which now operates in Pleasant Ridge. Brown before opening Zeoli's worked for 13 years at Lily's Seafood in Royal Oak. Zeoli's offers what it calls modern Italian food, with a focus on lighter fare for health-conscious consumers. The Zeoli's filing comes three days after the operator of Fraser-based Vintage House Banquets and Catering filed for Chapter 11 bankruptcy. Zeoli's filing was made under Subchapter V of the bankruptcy code, created in 2019 through the Small Business Reorganization Act. Subchapter V allows smaller companies bankruptcy protection at a fraction of the cost and in half the time of a traditional Chapter 11. Subchapter V benefits include the absence of an unsecured creditors committee, which means debtors are not on the hook to pay the attorney and consultant fees of their creditors. About Zeoli-Brown LLC Zeoli-Brown LLC -- https://ZeolisItalian.com -- operator of the Italian restaurant Zeoli's Modern Italian in Clawson, Michigan. Zeoli-Brown LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code(Bankr. E.D. Mich. Case No. 22-48133) on Oct. 18, 2022. In the petition filed by Scott Brown, as owner and sole member, the Debtor reported assets of $123,998 and liabilities of $1.15 million. The assets include $4,300 in financial assets and $16,198 in inventory. The Debtor is represented by George E. Jacobs of Bankruptcy Law Offices. [*] 29th Distressed Investing Conference on Nov. 28 - Register Now ------------------------------------------------------------------ Beard Group has announced the agenda for this year's Annual Distressed Investing Conference. Top industry experts will discuss the latest topics and trends in the distressed investing industry, namely: * The Economy and Current and Future Cases * Trends in Healthcare * From Liability Management to Lender-on-Lender Violence * Out of Court and Other Alternatives to Bankruptcy * Mass Tort Restructurings and Settlements * Crypto: How 2022 Will Affect The Future Of The Digital Currency Industry This value packed event features special presentations from keynote speakers, live panel discussions with industry experts and networking with other insolvency professionals. See complete 2022 Conference Agenda at https://bit.ly/3CI7GAE This year's speakers include: * Saul Burian, Managing Director HOULIHAN LOKEY * Rebecca DeMarb, Senior Managing Director DEVELOPMENT SPECIALISTS, INC. * Patrick D. Daugherty, Partner FOLEY & LARDNER LLP * Daniel M. Eggermann, Partner KRAMER LEVIN NAFTALIS & FRANKEL LLP * Steven L. Gidumal, President and Managing Partner VIRTUS CAPITAL, LP * Dan Gropper, Managing Partner CARRONADE CAPITAL MANAGEMENT, LP * FOLEY & LARDNER LLP, Partner Mark F. Hebbeln * Harold L. Kaplan, Partner FOLEY & LARDNER LLP * Michael Lipsky, Portfolio Manager MARINER INVESTMENT GROUP, LLC * Samuel R. Maizel, Partner DENTONS * Douglas Mannal, Partner DECHERT LLP * Patrick J. Nash Jr., Partner KIRKLAND & ELLIS LLP * Gregory Pesce, Partner WHITE & CASE LLP * Rachael Ringer, Partner KRAMER LEVIN NAFTALIS & FRANKEL * Damian S. Schaible, Partner, Restructuring New York, DAVIS POLK * Jennifer Selendy, Founding Partner SELENDY GAY ELSBERG PLLC * Joshua A. Sussberg, Partner, Restructuring KIRKLAND & ELLIS LLP * Steven L. Victor, Senior Managing Director DEVELOPMENT SPECIALISTS, INC. * Stephanie Wickouski, Partner LOCKE LORD LLP William (Bill) Brandt, Jr., Founder & Executive Chairman of Development Specialists, Inc., will also receive the Harvey R. Miller Outstanding Achievement Award for Service to the Restructuring Industry. This year's conference sponsors are: * Premier Sponsors: Foley & Lardner Kirkland & Ellis * Major Sponsors: Development Specialists, Inc Dentons Berkeley Research Group Riveron Locke Lord Kramer Levin Naftalis & Frankel * Patron Sponsors Troutman Pepper * Advocate Sponsors SSG Capital Advisors AAA Lenders * Knowledge Partners PacerMonitor * Media Sponsors BankruptcyData Now on its 29th year, the Annual Distressed Investing Conference will be held November 28, 2022, in-person at the Harmonie Club, New York City. Register at https://bit.ly/3CoGpBM For sponsorships and further information about the Distressed Investing Conference, contact: Bernard Toliver, CMP (240) 629-3300 ext. 149 E-mail: bernard@beardgroup.com Or visit https://www.distressedinvestingconference.com/ [*] Maria Carr Joins McDonald Hopkins' Restructuring Department --------------------------------------------------------------- Maria Carr has rejoined the Cleveland office of McDonald Hopkins LLC as an Associate in the Strategic Advisory and Restructuring Department. Ms. Carr focuses her practice on corporate restructuring, commercial bankruptcy, business counseling, and creditors' rights matters. She frequently counsels businesses and fiduciaries in chapter 11 bankruptcy proceedings, state or federal receiverships, out of court workouts, or other insolvency proceedings and commercial matters. She also represents secured and unsecured creditors in these proceedings, and handles litigation arising out of and related to bankruptcy or receivership cases. Ms. Carr also has experience representing purchasers of assets of distressed businesses and liquidating trustees in various bankruptcy and distressed matters. She previously served as counsel for a national distressed debt buyer, where she analyzed, negotiated, and litigated claims against the company under the Fair Debt Collections Practices Act, the Fair Credit Reporting Act, and numerous other statutes in bankruptcy, federal, and state courts across the country. Ms. Carr earned her J.D., cum laude, from Case Western Reserve University School of Law in 2014. She earned a Bachelor of Music degree, summa cum laude, in 2011 from Vanderbilt University Ms. Carr can be reached at: Maria G. Carr Associate McDONALDS HOPKINS Cleveland Phone: 216.348.5785 E-mail: mcarr@mcdonaldhopkins.com About McDonald Hopkins Founded in 1930, McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- is a business advisory and advocacy law firm with locations in Baltimore/Annapolis, Chicago, Cleveland, Columbus, Detroit, and West Palm Beach. With more than 50 service and industry teams, the firm has the expertise and knowledge to meet the growing number of legal and business challenges our clients face. [^] BOOK REVIEW: The Turnaround Manager's Handbook -------------------------------------------------- Author: Richard S. Sloma Publisher: Beard Books Soft cover: 226 pages List Price: $34.95 Review by Gail Owens Hoelscher In the introduction to this book, the author suggests that an accurate subtitle could be "How to Become a Successful Company Doctor." Using everyday medical analogies throughout, he targets "corporate general practitioners" charged with the fiscal health of their companies. As with many human diseases, early detection of turnaround situations is critical. The author describes turnaround situations as a continuum differentiated by length of time to disaster: "Cash Crunch," "Cash Shortfall," "Quantity of Profit," and "Quality of Profit." The book centers on 13 steps to a successful turnaround. The steps are presented in a flowchart form that relates one to another. Extensive data collection and analysis are required, including the quantification of 28 symptoms, the use of 48 diagnostic and analytical tools, and up to 31 remedial actions. (In case the reader balks at the effort called for, the author points out that companies that collect and analyze such data on a regular basis generally don't find themselves in a turnaround situation to begin with!) The first step is to determine which of 28 symptoms are plaguing the company. The symptoms generally pertain to manufacturing firms, but can be applied to service or retail companies as well. Most of the symptoms should be familiar to the reader, but the author lays them out systematically, and relates them to the analytical tools and remedial actions found in subsequent chapters. The first seven involve the inability to make various payments, from debt service to purchase commitments. Others include excessive debt/equity ratio; eroding gross margin; increasing unit overhead expenses; decreasing product line profitability; decreasing unit sales; and decreasing customer profitability. Step 2 employs 48 diagnostic and analytical tools to derive inferences from the symptom data and to judge the effectiveness of any proposed remedy. The author begins by saying ". . . if the only tool you have is a hammer, you will view every problem only as a nail!" He then proceeds to lay out all 48 tools in his medical bag, which he sorts into two kinds, macro- and micro- tools. Macro-tools require data from several symptoms or assess and evaluate more than a single symptom, whereas micro-tools more general-purpose in function. The 12 macro-tools run from "The Art of Approximation" to "Forward-Aged Margin Dollar Content in Order Backlog." The 36 micro-tools include "Product Line Gross Margin Percent Profitability," Finance/Administration People-Related Expenses As Percent Of Sales," and "Cumulative Gross $ by Region." Next, managers are directed to 31 possible remedial actions, categorized by the four stage turnaround continuum described above. The first six actions are to be considered at the Cash Crunch stage, and range from a fire-sale of inventory to factoring accounts receivable. The next six deal with reducing people-related expenses, followed by 13 actions aimed at reducing product- and plant-related expenses. The subsequent five actions include eliminating unprofitable products, customers, channels, regions, and reps. Finally, managers are advised on increasing sales and improving gross margin by cost reduction in various ways. The remaining steps involve devising the actual turnaround plan, ensuring management and employee ownership of the plan, and implementing and monitoring the plan. The advice is comprehensive, sensible and encouraging, but doesn't stoop to clich, or empty motivational babble. The author has clearly operated on patients before and his therapeutics have no doubt restored many a firm's financial health. ********* 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 ***