/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/221108.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 8, 2022, Vol. 26, No. 311 Headlines 100 ORCHARD: Exclusivity Period Extended to Dec. 15 14 EAST WASHINGTON: Case Summary & Five Unsecured Creditors 212 EAST 72ND: Secured Creditor Files Plan of Liquidation 21ST CENTURY: Taps Law Offices of Michael J. Harker as Counsel 4424 NORTH BAILEY: Taps James Joyce as Bankruptcy Attorney AAIM CARE: Dec. 7 Plan Confirmation Hearing Set ACM DEVELOPMENT: Court Confirms Reorganization Plan ACORN REAL PROPERTY: 100-Unit Residential Complex in Chapter 11 ACRISURE LLC: Moody's Rates $1BB Senior Secured Term Loan 'B2' ACRISURE LLC: S&P Rates Incremental First-Lien Term Loan 'B' ADVANTAGE MANAGEMENT BEAVER: Exclusivity Period Extended to Dec. 5 AEARO TECHNOLOGIES: 3M Liability as Successor Takes Center Stage AEARO TECHNOLOGIES: Committee Taps Stretto as Information Agent AMSURG LLC: S&P Assigns 'CCC' ICR, Outlook Negative APOGEE GROUP: Unsecureds Will Get 100% of Claims in Sale Plan ARETE REHABILITATION: Appointment of PCO Necessary, Court Rules ASP MCS ACQUISITION: $445M Bank Debt Trades at 21% Discount ASSOCIATED ASPHALT: US$350M Bank Debt Trades at 23% Discount ASTRO ONE: $155M Bank Debt Trades at 22% Discount ASTRO ONE: $525M Bank Debt Trades at 20% Discount ASURION LLC: $1.64B Bank Debt Trades at 27% Discount ASURION LLC: $2.67B Bank Debt Trades at 27% Discount AT HOME GROUP: $600M Bank Debt Trades at 21% Discount ATIF INC: Stermer's Move to Supplement Record on Appeal Denied ATLAS PURCHASER: $250M Bank Debt Trades at 21% Discount ATLAS PURCHASER: $610M Bank Debt Trades at 21% Discount AUDACY CAPITAL: $770M Bank Debt Trades at 23% Discount AURORA HOSPITALITY: Case Summary & One Unsecured Creditors AVAYA HOLDINGS: $350M Bank Debt Trades at 37% Discount AVAYA INC: $800M Bank Debt Trades at 49% Discount AVEANNA HEALTHCARE: $200M Bank Debt Trades at 20% Discount AVEANNA HEALTHCARE: $415M Bank Debt Trades at 25% Discount AVEANNA HEALTHCARE: $860M Bank Debt Trades at 20% Discount AVENTIV TECHNOLOGIES: $1.017B Bank Debt Trades at 16% Discount AVSC HOLDING: $210M Bank Debt Trades at 21% Discount BAYOU TOPCO (CORDIS): Fitch Puts 'BB-' Ratings Watch on Negative BERWICK CLINIC: PCO Says Patient Care 'Compromised' BH FROZEN: Case Summary & Six Unsecured Creditors BLUE DIAMOND: Taps Kirby Aisner & Curley as Legal Counsel BUCKHARDT TECHNOLOGIES: Wins Cash Collateral Access Thru Dec 1 BW NHHC HOLDCO: $185M Bank Debt Trades at 43% Discount BW NHHC HOLDCO: $195M Bank Debt Trades at 44% Discount BW NHHC HOLDCO: $660M Bank Debt Trades at 37% Discount CAR STEREO: Fine-Tunes Plan Documents CARDINAL STATES: $125M Bank Debt Trades at 15% Discount CAREERBUILDER LLC: $350M Bank Debt Trades at 33% Discount CARRIAGE SERVICES: S&P Lowers Long-Term ICR to 'B' on Acquisitions CASA SYSTEMS INC: US$300M Bank Debt Trades at 18% Discount CASTLE US HOLDING: $1.2B Bank Debt Trades at 31% Discount CASTLE US HOLDING: $295M Bank Debt Trades at 31% Discount CASTLE US HOLDING: EUR500 Bank Debt Trades at 22% Discount CBL & ASSOCIATES: $884M Bank Debt Trades at 18% Discount CELSIUS NETWORK: Judge Denies Frishberg's Cost Cutting Motion CELSIUS NETWORK: More Parties Join Custodial Account Holders Group CINEWORLD GROUP: Advised Group of Lenders on $855M Term Loan CINEWORLD GROUP: Court OKs Cash Collateral Access, $1.9B DIP Loan CINEWORLD GROUP: Gets Court Nod to Pursue Buyer, Pay Theater Rent COMMUNITY ECO: Updates Alterna Agreement; Plan Hearing Dec. 8 CONDADO ROYAL: Unsecureds' Recovery to Depend on Ashford Suit DAVITA INC: S&P Alters Outlook to Negative, Affirms 'BB' ICR DIOCESE OF ROCKVILLE: Committee Taps Lerman as Special Counsel DIOCESE OF ROCKVILLE: Mediation With Committee to Continue E QUALCOM CORP: Taps Clear Cut Tax as Accountant EASTERN NIAGARA: No Decline in Patient Care, 11th PCO Report Says ECSEM CORPORATION: Taps Gandia-Fabian Law Office as Counsel EXWORKS CAPITAL: Dec. 15 Plan & Disclosure Statement Hearing Set FIRST FRUITS: Taps Robert L. Hill, APC as Special Counsel FIRST GUARANTY: Chapter 11 Plan Approved by Court FIRST GUARANTY: Crutcher Says Plan Releases Overbroad FIRST GUARANTY: Updates Additional Administrative Claims Details FLOWR CORPORATION: Seeks CCAA Protection to Launch Sale FROZEN WHEELS: Case Summary & 20 Largest Unsecured Creditors GA REAL ESTATE: Unsecureds Will Get 100% of Claims over 60 Months GISSING NORTH: Gets OK to Hire Verril Dana as Special Counsel GPMI CO: Amends Gantz Secured Claim; Confirmation Hearing Nov. 18 GT REAL ESTATE: Exclusivity Period Extended to Jan. 27 GT REAL ESTATE: York County Gets $81-Mil. Votes on Ch.11 Plan GWG HOLDINGS: DLP Debtors Join Affiliates in Chapter 11 HACIENDA COMPANY: Taps Eisner LLP as Special Corporate Counsel HELIX FITNESS: Case Summary & 12 Unsecured Creditors HERTZ GLOBAL: Not Covered for SEC Probe, Insurers Tell 2nd Circuit IEA ENERGY: Moody's Upgrades CFR & Senior Unsecured Notes to Ba1 INDIGO PALMS: No Resident Complaints, 3rd PCO Report Says INSIGHT CAPITAL: Taps James Joyce as Bankruptcy Attorney JAXON5 IMPORTS: Unsecureds to Get 100% in 60 Months JGR GROUP: Wins Cash Collateral Access Thru Nov 30 JO-ANN STORES: $225M Bank Debt Trades at 36% Discount JO-ANN STORES: $675M Bank Debt Trades at 32% Discount JOURNEY PERSONAL: $650M Bank Debt Trades at 36% Discount JP INTERMEDIATE: $450M Bank Debt Trades at 25% Discount K&N PARENT: $100M Bank Debt Trades at 70% Discount K&N PARENT: $245M Bank Debt Trades at 20% Discount KABBAGE INC: Reaches $58 Million With Bank Over PPP Loan Fight KAMC HOLDINGS: $120M Bank Debt Trades at 19% Discount KAMC HOLDINGS: $325M Bank Debt Trades at 20% Discount KAR AUCTION: S&P Raises Rating on Senior Unsecured Debt to 'B' KNIGHT HEALTH: $450M Bank Debt Trades at 31% Discount KOSA REAL ESTATE: Dec. 14 Plan Confirmation Hearing Set LABORATORIO ACROPOLIS: Taps Carlos Soto Soto as Accountant LAKELAND TOURS: $200M Bank Debt Trades at 15% Discount LATAM AIRLINES: Norton Rose Served as Advisor in Restructuring LEARFIELD COMMUNICATIONS: US$100M Bank Debt Trades at 18% Discount LEARFIELD COMMUNICATIONS: US$864M Bank Debt Trades at 20% Discount LERETA LLC: $250M Bank Debt Trades at 16% Discount LHS BORROWER: $1.4B Bank Debt Trades at 20% Discount LIFESCAN GLOBAL: $275M Bank Debt Trades at 28% Discount LIFESCAN GLOBAL: US$1.4B Bank Debt Trades at 27% Discount LIGADO NETWORKS: $117M Bank Debt Trades at 59% Discount LIMETREE BAY TERMINALS: $465M Bank Debt Trades at 30% Discount LIQUI-BOX HOLDINGS: Sealed Air Deal No Impact on Moody's B3 Rating LOYALTY VENTURES: $500M Bank Debt Trades at 68% Discount LUCKY BUCKS: $555M Bank Debt Trades at 35% Discount LYONS MAGNUS: $285M Bank Debt Trades at 28% Discount MALLINCKRODT INTERNATIONAL: $1.39B Debt Trades at 18% Discount MALLINCKRODT INTERNATIONAL: $369M Bank Debt Trades at 19% Discount MALLINCKRODT PLC: Bid to Certify Appeal of Antitrust Order Denied MASTEN SPACE: Amends Secured & Unsecured Claims Details MCDERMOTT TECHNOLOGY: $2.26B Bank Debt Trades at 45% Discount MCDERMOTT TECHNOLOGY: $310M Bank Debt Trades at 45% Discount MED PARENTCO: $360M Bank Debt Trades at 27% Discount MED PARENTCO: $970M Bank Debt Trades at 17% Discount MEDICAL DEPOT: $167M Bank Debt Trades at 81% Discount MERLIN BUYER: $85M Bank Debt Trades at 16% Discount MERRITT ENTERPRISES: Unsecureds to Recover 25% over 20 Quarters MESO DELRAY: Taps Lester S. Caesar, CPA as Accountant MICHAELS COS: $1.9B Bank Debt Trades at 23% Discount MIDOR ELECTRICITY: EUR27M Bank Debt Trades at 16% Discount MIDWEST OVERNITE: Court OKs Cash Collateral Access Thru Dec 31 MITCHELL INTERNATIONAL: $525M Bank Debt Trades at 19% Discount MLN US HOLDCO: $1.12B Bank Debt Trades at 43% Discount MLN US HOLDCO: $260M Bank Debt Trades at 61% Discount MMC JUICE: Wins Cash Collateral Access Thru Dec 1 MMJS ENGINEERING: Wins Cash Collateral Access Thru Dec 1 MONITRONICS INTERNATIONAL: $822M Bank Debt Trades at 34% Discount MORAN FOODS: $140M Bank Debt Trades at 17% Discount MORAN FOODS: $180M Bank Debt Trades at 29% Discount MOUNTAINEER MERGER: $200M Bank Debt Trades at 17% Discount MR. COOPER: S&P Downgrades ICR to 'B', Outlook Stable MUSE BROOKLYN: Hires Law Firm of Ronald D. Weiss P.C. as Counsel MVK INTERMEDIATE: $335M Bank Debt Trades at 24% Discount NATIONAL CINEMEDIA: $270M Bank Debt Trades at 61% Discount NATIONAL MENTOR: $1.7B Bank Debt Trades at 28% Discount NATIONAL MENTOR: $165M Bank Debt Trades at 29% Discount NATIONAL MENTOR: $180M Bank Debt Trades at 26% Discount NATIONAL MENTOR: $50M Bank Debt Trades at 29% Discount NAUTILUS POWER: $728M Bank Debt Trades at 23% Discount NBG ACQUISITION: $260M Bank Debt Trades at 53% Discount NELSON EDUCATION: $171M Bank Debt Trades at 43% Discount NEOVIA LOGISTICS: Advised by Davis Polk in Recapitalization NEW HOPE: Moody's Lowers Rating on 2020A/B Revenue Bonds to Ba3 NORTH FORK COMMUNITY: Unsecured Creditors to Split $25K in Plan NTI-NV INC: Files Amendment to Disclosure Statement PACIFIC THOMAS: 9th Cir. Affirms Ruling on PTV Lease Agreement PENNYMAC FINANCIAL: S&P Lowers ICR to 'B+' on Reduced Originations PROFRAC HOLDINGS: S&P Affirms 'B' ICR, Outlook Positive RB SIGMA: Seeks to Hire BSB Partners as Accountant REGIONAL HOUSING: Seeks Cash Collateral Access, $4.5MM DIP Loan RESEARCH NOW: Moody's Cuts CFR to B3 & Alters Outlook to Negative REVLON INC: Entertains Sale Offers to Exit Chapter 11 Quickly ROCKET MORTGAGE: S&P Lowers ICR to 'BB', Outlook Stable RP RUIZ: Seeks Cash Collateral Access Thru April 2023 SANGHA HOSPITALITY: Property Sale Proceeds to Fund Plan SARONA PROPERTY: Case Summary & Five Unsecured Creditors SPANISH BROADCASTING: S&P Lowers ICR to 'CCC+', Outlook Negative SPG HOSPICE: Patient Care Ombudsman Files Second Interim Report SPG HOSPICE: Trustee Taps Corporate Investigation as Auditor SPRING MOUNTAIN: Wins Cash Collateral Access Thru Dec 31 SUMMIT FINANCIAL: Unsecureds to Get Full Payment in Plan TALEN ENERGY: Unsecureds Owed $300M to Get 0% to 100% in Dual Plan THUNDER INC: Has Deal on Cash Collateral Access TORRID LLC: Moody's Affirms 'B1' CFR, Outlook Remains Stable USA GYMNASTICS: Ends Dispute With Liberty Mutual Over Nassar Award VESTA HOLDINGS: Nov. 9 Deadline Set for Panel Questionnaires VESTA HOLDINGS: To Sell Under Chapter 11 After Lawsuits vs. Ex-CEO VICE BAR & BISTRO: Georgia Restaurant Starts Subchapter V Case VICTORIA TOWERS: Secured Creditors' Plan Set for Dec. 5 Hearing WASHINGTON PLACE: Amends Ayzertech & Lerner Secured Claims Pay WORLD ACCEPTANCE: S&P Downgrades ICR to 'B-' on Covenant Breach [*] AnnElyse Gains Joins Gibson Dunn as Restructuring Partner [^] Large Companies with Insolvent Balance Sheet ********* 100 ORCHARD: Exclusivity Period Extended to Dec. 15 --------------------------------------------------- 100 Orchard St., LLC has been given more time to file its plan for emerging from Chapter 11 protection. Judge David Jones of the U.S. Bankruptcy Court for the Southern District of New York extended the company's exclusive right to file a Chapter 11 plan of reorganization to Dec. 15 and to solicit acceptances for the plan to Feb. 15 next year. 100 Orchard St. is currently working on financial projections for its reorganization plan but it needs more time for a baseline of revenues and expenses because the company, in effect, had no real operations for several years prior to its bankruptcy filing, according to its attorney, David Wander, Esq., at Tarter Krinsky & Drogin, LLP. "These projections will be used to negotiate a plan with the [company's] mortgagee and other creditors, and for the [company's] refinancing efforts," Mr. Wander said in court papers. 100 Orchard St. also needs additional time to project future revenues and profitability from its food and beverage operation, which is expected to be fully operational by the end of the month. About 100 Orchard St. 100 Orchard St., LLC operates a 22-room boutique hotel known as the "Blue Moon Hotel," located in the lower east side of Manhattan, at 100 Orchard Street. The hotel is a historical building built in 1879. Beginning in 2002, 100 Orchard redesigned the five-story tenement and restored the building to function as a stately eight-story hotel. It was a five-year art preservation and design project that received an award by National Geographic, acknowledged by the Historic Districts Council, and written up in 50 major articles. The hotel was instrumental in revitalizing commerce south of Delancey Street. 100 Orchard St. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10358) on March 23, 2022, with $25,341,713 in assets and $11,166,747 in liabilities. Randy Settenbrino, president and managing member of 100 Orchard St., signed the petition. Judge David S. Jones oversees the case. Scott S. Markowitz, Esq., at Tarter Krinsky and Drogin, LLP is the Debtor's legal counsel. 14 EAST WASHINGTON: Case Summary & Five Unsecured Creditors ----------------------------------------------------------- Debtor: 14 East Washington, L.L.C. d/b/a Rutledge Orlando 14 East Washington Street Orlando, FL 32801 Business Description: The Debtor owns in fee simple title an office-mid-rise-commercial building located at 14 East Washington Street, Orlando, FL valued at $10.5 million. Chapter 11 Petition Date: November 5, 2022 Court: United States Bankruptcy Court Middle District of Florida Case No.: 22-03988 Debtor's Counsel: Michael A. Nardella, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd Suite 300 Orlando, FL 32801 Tel: 407-966-2680 Email: mnardella@nardellalaw.com Total Assets: $10,803,120 Total Liabilities: $7,721,700 The petition was signed by Antonio Luiz Romano as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4PJSS2A/14_East_Washington_LLC__flmbke-22-03988__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Five Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Bishop Beale Duncan Management Vendor- $5,190 250 North Orange Ave Management Orlando, FL 32801 Company 2. Brighthouse Networks Services $49 P.O. Box 7195 Pasadena, CA 91109-7195 3. Florida Department of Revenue Sales Tax $3,922 P.O. Box 7443 Tallahassee, FL 32314 4. Orlando Utilities Commission Utilities $9,258 P.O. Box 31329 Tampa, FL 33631-3329 5. Walsh Banks Law Legal Fees $3,280 P.O. Box 2271 Orlando, FL 32802 212 EAST 72ND: Secured Creditor Files Plan of Liquidation --------------------------------------------------------- Secured creditor 72nd Ninth LLC has filed its First Amended Plan of Liquidation for debtor 212 East 72nd Street LLC. The Debtor's exclusive period to file a plan expired on July 20, 2022. To date, the Debtor has been unable to raise sufficient financing to fund a reorganization. Consequently, the next logical step was for the Secured Creditor to file the Plan, which provides for the liquidation of the Debtor by liquidating the Debtor's real property and improvements thereon, commonly known as and located at 212 East 72nd Street, New York, New York 10021 (Block: 1426, Lot 42) (the "Property") and use the proceeds from the sale to pay claims. In the event that the available cash on the Effective Date is insufficient to provide creditors of the Debtor's estate with the distributions required to be made on the Effective Date, any shortfall will be funded by the Proponent (by either reducing the distribution to be made on account of the 72nd Ninth Secured Claim, or through cash to be provided the Proponent) with any such shortfall funding constituting an administrative claim against the Debtor's estate payable from Cash after the Effective Date. Under the Plan, Class 4 General Unsecured Claims total $135,000.00. In addition to the 72nd Ninth Unsecured Claim, which is in an unknown amount at present, there are three claims, all scheduled, that are General Unsecured Claims. The claim of Con Edison is scheduled at $135,000, which is the number listed above. The Proponent believes that the other two scheduled General Unsecured Claims, Hephaistos Construction ($2,800,000) and Perez Maintenance ($90,000), would likely be expunged and/or disallowed if they were subject to objection. Each holder of an Allowed Class 4 General Unsecured Claim will receive on account of such claim a pro rata distribution of Available Cash after all payments to Class 1 Claims, the Class 2 Claim, the Class 3 Claims, and Statutory Fees, and Administrative Claims, with interest from the Petition Date onwards at the rates set forth in the applicable Notes as to Claims in Class 2 and interest from the Petition Date onwards at the Federal Judgment Rate as to Claims in Class 1, Class 3 and Class 4, with interest as to all such Classes being paid in full prior to any payments being made on account of principal; provided, however, that if the Proponent will guarantee that the holders of Claims in Class 4 (other than the 72nd Ninth Unsecured Claim) receive a minimum distribution of $13,500.00 in cash to holders by providing payment. Creditors will recover approximately 10% or more of their claims. Under section 4.5 of the Plan, if the Proponent is the Successful Bidder based on a credit bid, the Proponent will provide a distribution of $13,500 to holders of the General Unsecured Claims. This amount provides an approximate floor of a 10% distribution based on the estimated amount of claims in this class. The Class is also entitled to additional distributions when and if senior Classes are paid in full. The Proponent believes that this is unlikely to occur, however. If the scheduled General Unsecured Claims of Hephaistos Construction ($2,800,000) and Perez Maintenance ($90,000) are allowed as scheduled and paid, the percentage distribution in this Class from the $13,500 will be approximately 0.45%. Class 4 is impaired. The Plan will be funded by monies made available from the Sale of the Property (and the Property Causes of Action). However, the Proponent shall advance such funds as are necessary to make payments required under the Plan if the Sale proceeds are insufficient to fund all payments required under the Plan. Attorneys for 72nd Ninth LLC: Jerold C. Feuerstein, Esq. Daniel N. Zinman, Esq. Stuart L. Kossar, Esq. KRISS & FEUERSTEIN LLP 360 Lexington Avenue, Suite 1200 New York, NY 10017 Tel: (212) 661-2900 A copy of the Disclosure Statement dated Oct. 26, 2022, is available at https://bit.ly/3TO9uOA from PacerMonitor.com. About 212 East 72nd Street 212 East 72nd Street, LLC, owns and operates a townhome located at 212 East 72nd St., N.Y. 212 East 72nd Street filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10351) on March 22, 2022, listing as much as $50 million in both assets and liabilities. Evanthia Koutis, member, signed the petition. Judge Lisa G. Beckerman oversees the case. Leo Fox, Esq., in New York, is serving as counsel to the Debtor. 21ST CENTURY: Taps Law Offices of Michael J. Harker as Counsel -------------------------------------------------------------- 21st Century Communities, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ The Law Offices of Michael J. Harker to handle its Chapter 11 bankruptcy case. The firm will be paid at these rates: Attorneys $425 per hour Associates $275 per hour Paraprofessionals $175 per hour In addition, the firm will be reimbursed for its out-of-pocket expenses. The firm received a retainer of $3,500 from the Debtor. Michael Harker, Esq., a partner at The Law Offices of Michael J. Harker, 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: Michael J. Harker, Esq. The Law Offices of Michael J. Harker 2901 El Camino Ave., Suite 200 Las Vegas, NV 89101 Tel: (702) 248-3000 Email: Mharker@harkerlawfirm.com About 21st Century Communities 21st Century Communities, Inc. is a company in Mt. Charleston, Nev., engaged in activities related to real estate. 21st Century Communities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13005) on Aug. 23, 2022, with up to $10 million in both assets and liabilities. Judge Natalie M. Cox oversees the case. The Debtor is represented by Michael J. Harker, Esq., at the Law Offices of Michael J. Harker. 4424 NORTH BAILEY: Taps James Joyce as Bankruptcy Attorney ---------------------------------------------------------- 4424 North Bailey, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ James Joyce, Esq., a practicing attorney in Lancaster, N.Y. The Debtor requires an attorney to: a. give legal advice as to its right, duties and powers under the Bankruptcy Code; b. prepare any statements, schedules, plans or other documents to be filed by the Debtor in its Chapter 11 case; c. represent the Debtor in all hearings, meetings of creditors, conferences, trials and other proceedings in the bankruptcy case; and d. perform other necessary legal services. The attorney will be paid at his hourly rate of $250 and will be reimbursed for out-of-pocket expenses incurred. Mr. Joyce disclosed in a court filing that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Joyce holds office at: James M. Joyce, Esq. 4733 transit Road Lancaster, NY 14043 Tel: (716) 656-0600 Fax: (716) 656-0607 Email: jmjoyce@lawyer.com About 4424 North Bailey 4424 North Bailey, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.Y. Case No. 22-10897) on Oct. 4, 2022, with up to $1 million in both assets and liabilities. Judge Carl L. Bucki oversees the case. The Debtor is represented by James Joyce, Esq., a practicing attorney in Lancaster, N.Y. AAIM CARE: Dec. 7 Plan Confirmation Hearing Set ----------------------------------------------- Judge Teresa H. Pearson will convene a hearing to consider confirmation of the Plan of AAIM Care, LLC, at which testimony will be received if offered and admissible, on Dec. 7, 2022, at 9:30 a.m., in US Bankruptcy Court, Courtroom #4, 1050 SW 6th Ave., 7th Floor, Portland, OR 97204. Objections to the proposed plan must be in writing, setting forth the specific grounds and details of the objection, and must be filed no later than seven days before the hearing date. Written ballots accepting or rejecting the Plan or Amended Plan dated Oct. 25, 2022, must be received no later than seven days before the hearing date. The date on which an equity security holder or creditor whose claim is based on a security must be a holder of record of the security in order to be eligible to accept or reject the Plan is seven days before the hearing date. A summary of acceptances and rejections (LBF 1181) and a report of administrative expenses (LBF 1182) must be filed with the clerk no later than three days before the hearing date. About AAIM Care AAIM Care, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 22-30228) on Feb. 14, 2022, with up to $500,000 in assets and up to $10 million in liabilities. Judge Teresa H. Pearson oversees the case. Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C., is the Debtor's counsel. Susan N. Goodman, Esq., at Pivot Health Law, LLC is the patient care ombudsman appointed in the Debtor's case. ACM DEVELOPMENT: Court Confirms Reorganization Plan --------------------------------------------------- Judge Lori V. Vaughan has entered an order approving the Disclosure Statement and confirming the Plan of Reorganization of ACM Development, LLC. A Post-Confirmation Status Conference has been scheduled before the Honorable Lori V. Vaughan for Jan. 10, 2023, at 2:45 p.m., at the United States Bankruptcy Court, 400 W. Washington Street, 6th Floor, Courtroom C, Orlando, Florida 32801. The Debtor must file all adversary proceedings or objections to claims within 60 days of the date of the Confirmation Order, pursuant to Local Rule 3020-1. The Debtor must file a Certificate of Substantial Consummation and a Motion for Final Decree with 30 days after the later of: a. the Effective Date of the Plan; or b. disposition of all objections to claims, adversary proceedings, and other contested matters. In the event the Debtor is unable to comply with the provisions of Local Rule 3022-1, the Debtor shall file a report within 90 days from the date of this Order of Confirmation, setting the progress made in consummating the Plan. The report shall include: (1) a statement of distribution by class, name of creditor, date of distribution, and amount paid; (2) a statement of transfer of property; and (3) a statement of affirmation that the Debtor has substantially complied with the provisions of the confirmed Plan. With respect to the Class 1 Claim of Cogen Bank, the Debtor and Cogent reached an agreement on the treatment of the claim, which is set forth in the Notice of Filing Modification to Plan of Reorganization. The Class 1 Claim shall be treated in accordance with the Cogent Agreement. Cogent has previously been granted a post-petition first priority lien upon the Debtor's Employee Retention Tax Credit, which lien was granted in the Court's prior cash collateral orders. The lien granted to Cogent continues in full force and effect and is not affected by the entry of this Confirmation Order. With respect to the ERTC funds, the Debtor shall immediately notify its counsel, who shall immediately notify Cogent's counsel (which notification shall occur the day of receipt) of receipt of all ERTC funds, from the Internal Revenue Service. Debtor shall deposit all ERTC funds received by the Debtor into a depository account at Cogent Bank. The Debtor shall not use any ERTC funds except in compliance with the Cogent Agreement. Additionally, the Debtor shall deposit all settlement proceeds from the litigation with ALTA Cypress, LLC and Wood Florida Builders, LLC into a separate account at Cogent Bank. These proceeds are the collateral of Cogent, and shall be disbursed only in accordance with the Cogent Agreement. The Bankruptcy Court shall retain jurisdiction to enforce the terms of the Cogent Agreement and specifically the Debtor's obligations with respect to the ERTC funds and the ALTA Cypress, LLC and Wood Florida Builders, LLC litigation proceeds. The Debtor shall not seek to pledge or otherwise encumber any interest it has in the ERTC funds or the litigation proceeds. The Debtor shall cooperate with Cogent and shall executed all documents reasonably requested by Cogent for any purpose, and the Debtor shall timely execute all documents requested by Cogent to modify the original loan documents between the Debtor and Cogent, including new loan documents if requested by Cogent to reflect the treatment of the Class 1 Claim pursuant to the Cogent Agreement. The Plan is modified as to Class 2 and shall read as follows: "Class 2 consists of the Allowed Secured Claim of Caterpillar Financial Services against the Debtor. The Class 2 Claim is secured by 23 pieces of equipment identified in Caterpillar's filed claims ("the Caterpillar Collateral"). Caterpillar shall receive an Allowed Secured Claim for $2,449,159.39 minus adequate protection payments made during the Case and minus the $35,000.00 payment due to Caterpillar by the Debtor upon confirmation as set forth in Doc. No. 191. In full satisfaction of its Allowed Class 2 Claim, Caterpillar shall retain its lien against the Caterpillar Collateral and shall receive equal monthly payments over 48 months at 4.75% fixed rate of interest. Caterpillar shall receive a general unsecured claim for the remaining amount of its Allowed Claim not treated as an Allowed Class 2 Claim. Payments shall commence on the Effective Date. Class 2 is impaired." About ACM Development ACM Development, LLC, provides excavation services and is based in Ocoee, Fla. ACM Development filed a petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 22-00210) on Jan. 20, 2022, listing up to $10 million in assets and up to $50 million in liabilities.Â Eric R. Mynhier, manager, signed the petition. Judge Lori V. Vaughan oversees the case. The Debtor tapped Latham, Luna, Eden & Beaudine, LLP and Duerr & Cullen CPAs, P.A. as its legal counsel and accountant, respectively. ACORN REAL PROPERTY: 100-Unit Residential Complex in Chapter 11 --------------------------------------------------------------- Acorn Real Property Acquisition Inc. filed for chapter 11 protection in the Eastern District of New York. The Debtor, a Single Asset Real Estate, disclosed that it owns a 100-unit residential real estate complex at 3751 Martin Luther King Jr. Drive SW, Atlanta, GA 30331, valued at $18 million. Lender Legacy Lending LLC is owed $12.5 million on a mortgage of the property. According to court filings, Acorn Real Property estimates 1 to 49 creditors and states that funds will be available to unsecured creditors. Olakunle APampa of Staten Island, NY, owns 100% of the company. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Dec. 2, 2022, at 10:00 AM at Teleconference - Brooklyn. About Acorn Real Property Acquisition Acorn Real Property Acquisition Inc. is a is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Acorn Real Property Acquisition filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42718) on Oct. 31, 2022. In the petition filed by Olakunle Apampa, as president, the Debtor reported assets and liabilities between $10 million and $50 million. The Debtor is represented by Richard S Feinsilver of Richard S. Feinsilver, Esq. ACRISURE LLC: Moody's Rates $1BB Senior Secured Term Loan 'B2' -------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to a $1 billion senior secured term loan being issued by Acrisure, LLC (Acrisure, corporate family rating B3). Acrisure will use net proceeds from the offering to help fund acquisitions, provide incremental liquidity and pay related fees and expenses. The rating outlook for Acrisure is unchanged at stable. RATINGS RATIONALE According to Moody's, Acrisure's ratings reflect its growing market presence in insurance brokerage across the US and select international markets, its good mix of business across property & casualty insurance and employee benefits, and its improving free cash flow metrics. Acrisure maintains the existing brands of its many acquired entities and allows them to operate fairly autonomously, while centralizing critical financial reporting and compliance functions. Acrisure aligns the interests of its existing and acquired businesses by including significant common equity in its purchase consideration. These strengths are offset by Acrisure's large number and dollar volume of acquisitions and its rising debt burden. The company completed 125 acquisitions over the 12 months through September 2022. The acquisition strategy heightens the firm's integration risk and its exposure to errors and omissions in the delivery of professional services. The acquisitions also give rise to contingent earnout liabilities that consume a portion of Acrisure's free cash flow. For the 12 months through June 2022, Acrisure reported total revenues of $3.3 billion, compared to $2.6 billion reported for 2021, driven by acquisitions and positive organic growth. The company's EBITDA margin has declined in recent periods, based in part on its changing business mix and investments in new capabilities and markets. Giving effect to the proposed transaction, Moody's estimates that Acrisure's pro forma debt-to-EBITDA ratio is around 7.5x, with (EBITDA - capex) interest coverage in the range of 1.5x-2.5x and a free-cash-flow-to-debt ratio in the low single digits. These metrics incorporate Moody's adjustments for operating leases, contingent earnout liabilities, changes in a warrant liability, and run-rate earnings from recent and pending acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to a ratings upgrade include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding 5%, and (iv) declining proportion of revenue and earnings from newly acquired versus existing business. Factors that could lead to a ratings downgrade include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%, or negative free cash flow after contingent earnout payments and scheduled debt amortization, or (iv) disruptions to existing or newly acquired operations. Moody's has assigned the following rating: $1 billion senior secured term loan maturing in February 2027 at B2 (LGD3). The rating outlook for Acrisure is unchanged at stable. The principal methodology used in this rating was Insurance Brokers and Service Companies published in June 2018. Based in Grand Rapids, Michigan, Acrisure is a leading insurance broker, ranked among the 10 largest in the US. The company owns and manages agencies in more than 1,000 locations in the US and internationally, and their product offering includes commercial and personal property & casualty insurance, group life and employee medical benefits, surety bonding, and title insurance and services. For the 12 months through June 2022, Acrisure reported total revenues of $3.3 billion. ACRISURE LLC: S&P Rates Incremental First-Lien Term Loan 'B' ------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue rating and '3' recovery rating (50%-70%; rounded estimate: 50%) to Acrisure LLC's $1.0 billion incremental first-lien term loan. The privately placed offering is non-fungible with the company's existing first-lien term loan but will have the same Feb. 13, 2027, maturity date. S&P expects Acrisure will use the proceeds to fund acquisitions. The ratings on Acrisure and its core subsidiaries--including S&P's 'B' long-term issuer credit ratings, 'B' first-lien credit facility debt ratings, and 'CCC+' unsecured debt rating--are unaffected by the financing. S&P said, "We believe the company performed well in the 12 months through Sept. 30, 2022, achieving reported revenue growth of 36%, to $3.17 billion from $2.32 billion, and an EBITDA margin near 29% (per our calculations), which is moderately below the near-term historical trend. Total organic growth was 5.7% in the year to date through September 2022, in line with our mid-single-digit expectation. Top-line growth was bolstered by significant acquisition activity that we expect to persist through 2023. "Our assessment of the company's financial risk continues to assume a debt-intensive capital structure, consisting of debt and debt-like instruments. Including this transaction, pro forma adjusted financial leverage and EBITDA coverage are 7.1x and 2.0x, respectively, for the 12 months ended Sept. 30, 2022. While coverage reflects underlying strain at time of issuance, due mainly to the funding deployment lag, we expect financial leverage of 9.0x-10.0x (6.0x-7.0x excluding preferred treated as debt) and EBITDA cash interest coverage above 2.0x within 12 months." ADVANTAGE MANAGEMENT BEAVER: Exclusivity Period Extended to Dec. 5 ------------------------------------------------------------------ Advantage Management Beaver Dam, LLC and its affiliates obtained a court order extending the exclusivity period to file their Chapter 11 plan of reorganization to Dec. 5 and to obtain approval of the plan to Feb. 6 next year. The ruling by the U.S. Bankruptcy Court for the Eastern District of Wisconsin allows the companies to remain in control of their bankruptcy while they negotiate with the Department of Housing and Urban Development regarding the payment of legal expenses, and with KeyBank regarding its mortgage insurance claim. The HUD in September objected to the fee application filed by the companies' legal counsel, arguing the companies are prohibited from using the project funds for their Chapter 11 expenses outside the terms of their regulatory agreements. The companies have already had discussions with HUD and believe they will reach a resolution on the issues raised in the objection. Meanwhile, the companies' largest secured creditor, KeyBank, has filed a mortgage insurance claim with HUD. The claim is anticipated to take several months, according to court filings. About Advantage Management Beaver Dam Advantage Management Beaver Dam, LLC and affiliates, Advantage Management Waupun, LLC, BDW Holdings Beaver Dam, LLC, and BDW Holdings Waupun, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Lead Case No. 22-21438) on April 4, 2022. At the time of the filing, Advantage Management Beaver Dam disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Beth E. Hanan oversees the cases. Jerome R. Kerkman, Esq., at Kerkman & Dunn serves as the Debtor's legal counsel. AEARO TECHNOLOGIES: 3M Liability as Successor Takes Center Stage ---------------------------------------------------------------- Martina Barash of Bloomberg Law reports that a new issue in hearing-loss litigation against 3M Co. and a subsidiary that allegedly designed and manufactured ineffective combat earplugs should be resolved before thousands more cases move towards trial, the federal court overseeing the cases said. Whether 3M is liable for the conduct of Aearo Technolgies LLC and related companies as a successor to them is a question that has "broad import" across the multidistrict litigation, Judge M. Casey Rodgers said for the US District Court for the Northern District of Florida. The Aearo companies are in bankruptcy proceedings. 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. AEARO TECHNOLOGIES: Committee Taps Stretto as Information Agent --------------------------------------------------------------- The official committee of tort claimants appointed in the Chapter 11 cases of Aearo Technologies, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Stretto, Inc. as information agent. The committee represents holders of tort claims related to the use of combat arms earplugs. Stretto's services include: a) establishing and maintaining a website for the committee and provide technology and communications-related services; b) preparing and serving required notices and pleadings; c) maintaining a call center or answering service to respond to inquiries from individual creditors as to the status of the Debtors' Chapter 11 cases; and d) performing other necessary services for the committee. Sheryl Betance, a senior managing director at Stretto, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About Aearo Technologies Aearo Technologies, LLC -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Indianapolis-based company serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies listed $1 billion to $10 billion in both assets and liabilities. The Debtors tapped Kirkland & Ellis and Ice Miller, LLP as bankruptcy counsels; McDonald Hopkins, LLC as special counsel; Bates White, LLC as claims valuation consultant; AP Services, LLC as restructuring advisor; and Kroll, LLC as claims agent and noticing agent. John R. Castellano, managing director at AlixPartners LLP, an affiliate of AP Services, serves as the Debtors' chief restructuring officer. Judge Jeffrey J. Graham oversees the cases. The U.S. Trustee for Region 10 appointed two separate official committees to represent tort claimants in the Debtors' cases. The tort claimants assert claims related to the use of faulty combat arms earplugs and respirators manufactured by the companies. The tort committee related to use of combat arms version 2 earplugs tapped Houlihan Lokey Capital, Inc. as investment banker and Province, LLC as financial advisor. AMSURG LLC: S&P Assigns 'CCC' ICR, Outlook Negative --------------------------------------------------- S&P Global Ratings assessed ambulatory services provider AmSurg LLC's stand-alone credit profile as 'ccc+'. However, S&P assigned its 'CCC' issuer credit rating to AmSurg and capped it in line with the rating on Envision. This reflects S&P's view that a default at Envision could trigger a default at AmSurg and that AmSurg's funding somewhat depends on Envision's financial performance. S&P said, "At the same time, we assigned a 'B' issue-level rating and '1+' recovery rating to the super senior revolver, 'B-' rating and '1' recovery rating to the first-lien debt, and 'CCC' rating and '4' recovery rating to the second-lien debt." The negative outlook reflects the potential for a default or distressed debt exchange at Envision over the next 12 months. AmSurg is a subsidiary of Envision Healthcare Corp. that was unrestricted to facilitate a restructuring by the company earlier this year. AmSurg's credit profile reflects its small scale and narrow focus in the fragmented ambulatory surgery center market and in gastrointestinal and ophthalmology services. S&P said, "We estimate that AmSurg operates 200-220 ASCs in the U.S., making it one of the smaller pure-play ASC providers we rate. We view the ASC market to be highly fragmented and competitive with relatively low barriers to entry." AmSurg's scale sits between those of peers Covenant Surgical Partners Inc. (B-/Stable) and Surgery Partners Inc. (B-/Stable). Although Surgery Partners is larger overall, benefitting from its portfolio of surgical hospitals, AmSurg operates almost double the number of ambulatory centers. AmSurg's operations are somewhat concentrated in specialties, based on our estimate that most of the revenue will be derived from gastrointestinal and ophthalmology services. S&P said, "We expect increasing volumes to contribute to low-single-digit percent organic revenue growth. Procedure volumes have been resilient at AmSurg, rebounding in 2021 after a weaker 2020 due to disruption from the COVID-19 pandemic. In our view, the company is on track to generate low-single-digit percent volume growth this year, a trend we expect will continue over the next few years. Furthermore, we expect AmSurg to face less pressure on reimbursement rates than Envision. This is due to Envision's exposure to higher-cost emergency department volumes and that we expect a larger portion of AmSurg's volumes to remain in-network. "We consider AmSurg's capital structure unsustainable, reflecting our forecast that it will generate adjusted debt to EBITDA of about 12x and near break-even discretionary cash flow over the next couple of years. Our forecast for adjusted credit measures at AmSurg incorporates high adjusted debt of about $2.7 billion and our expectation for low-single-digit percent revenue growth and relatively stable adjusted EBITDA margins. Our discretionary cash flow forecast incorporates a significant increase in net interest expense in 2023 due to higher short-term interest rates and a capital structure that consists primarily of variable-rate debt. We focus on discretionary cash flow generation after distributions to noncontrolling interests, which are sizable for AmSurg (we estimate in the $150 million-$170 million range in 2023) due to its partnership model. Offsetting those payments are dividends the company receives from equity affiliates (we assume about $60 million for 2023) as well as cash interest income received from its intercompany loan to Envision (we assume about $140 million in 2023). The $1.352 billion intercompany loan AmSurg issued to Envision provides cash interest income to AmSurg that we include in our calculation of discretionary cash flow but exclude from our calculation of adjusted EBITDA. "Our 'CCC' issuer credit rating on AmSurg reflects the rating on parent Envision. Our 'ccc+' stand-alone credit profile for AmSurg is one notch higher than that for Envision due primarily to our expectation of stronger credit measures, reducing risk of default at AmSurg before considering credit risk at Envision. That said, we cap our issuer credit rating on AmSurg to the 'CCC' rating on Envision because we do not consider AmSurg an insulated entity. This reflects our view that a default at Envision could trigger a default at AmSurg, and that AmSurg's funding somewhat depends on Envision due in part to the intercompany loan. Our 'CCC' issuer credit rating on Envision reflects our expectation for very weak fully consolidated credit measures, including adjusted debt to EBITDA of about 20x and a cash flow deficit of $200 million-$300 million in 2023 based on our assumptions. In our view, this contributes to an unsustainable capital structure and elevated risk of further distressed activity at Envision. "Our rating on AmSurg is capped at the rating on Envision. As a result, the negative outlook reflects the likelihood of an event of default or distressed debt exchange at Envision over the next 12 months. "We could lower our rating on AmSurg if we lower our rating on Envision. This could occur if Envision pursues another debt exchange or restructuring that we view as distressed. "We could raise our rating on AmSurg if we raise our rating on Envision. This could occur if we view a distressed exchange or further restructuring at Envision as less likely. This would likely entail a significant improvement in business prospects, particularly the reimbursement environment at Envision." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." APOGEE GROUP: Unsecureds Will Get 100% of Claims in Sale Plan ------------------------------------------------------------- Apogee Group, LLC, filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement describing Chapter 11 Plan dated November 1, 2022. The Debtor is engaged in the business of leasing real estate properties in San Juan, Puerto Rico. At the present time, the Debtor owns a real estate property located at 1315 Ashford Ave, PH-1, Aquamarina Condominium San Juan, PR 00907. The reason for the filing of the instant case was due to the fact that Debtor's was unable to pay in full a short-term mortgage note due to the fact the additional capitalization from its members, Mr. Elan Paul Colen and Mr. Joseph M. Colen did not materialized in time. On Sept. 29, 2021, lienholders Manuel Ceide Rios and his wife Emma Vazquez Estany filed a lawsuit in State Court to foreclose on the real estate property owned by the Debtor, Civil Case No. SJ2021CV06103. Upon filing of the instant case, said foreclosure proceeding was stayed. While operating as a Debtor in possession under Chapter 11 Case, Debtor's members hired a licensed real estate appraiser, Mr.Enrique M. Ferrer-Urbina, to appraise the real estate property located at 1315 Ashford Ave, PH-1, Aquamarina Condominium San Juan, PR 00907 in order to sell it pursuant to Section 363 of the Bankruptcy Code. Class 3 consists of General Unsecured Claims. This Class include the claims filed by LUMA in the amount of $17,187 and Puerto Rico Water and Sewer Authority in the amount $2,694. This Class shall receive a lump sum payment for balance on or before November 2027, plus interest rate of 5.50%. This Class will receive a distribution of 100% of their allowed claims. Equity interest holders shall retain their rights. All creditors with allowed claims will be paid in full plus 5.50% interest. Source of funds for payments shall be from the proceed for sale of real estate property located at 1315 Ashford Ave, PH 1, Aquamarina Condominium San Juan, PR 00907. There are basically no identifiable risk detected at this time. The Debtor's real estate property was recently appraised at $8,900,000. Debts in this case total $2,983,504.05. Even if the real estate market softens prior to the 363 Sale, all creditors are expected to be paid in full, plus interests. A full-text copy of the Disclosure Statement dated November 1, 2022, is available at https://bit.ly/3T7fr88 from PacerMonitor.com at no charge. Attorney for Debtor: Hector Eduardo Pedrosa Luna, Esq. THE LAW OFFICES OF HECTOR EDUARDO PEDROSA LUNA P.O. Box 9023963 San Juan, PR 00902-3963 Tel: (787) 920-7983 Fax: (787) 754-1109 Email: hectorpedrosa@gmail.com Aboput Apogee Group Apogee Group, LLC, is primarily engaged in renting and leasing real estate properties. Apogee Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22 02268) on Aug. 2, 2022. The petition was signed by Elan P. Colen-Roger as managing member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Mildred Caban Flores presides over the case. Hector Eduardo Pedrosa Luna, Esq., at the Law Offices of Hector Eduardo Pedrosa Luna, serves as the Debtor's counsel. ARETE REHABILITATION: Appointment of PCO Necessary, Court Rules --------------------------------------------------------------- Judge Bruce Harwood of the U.S. Bankruptcy Court for the District of New Hampshire ordered the U.S. Trustee for Region 1 to appoint a patient care ombudsman in the Chapter 11 case of Arete Rehabilitation, Inc. The bankruptcy judge finds that the appointment of a patient care ombudsman is necessary to monitor the quality of patient care and to represent the interest of the patients of Arete's health care business. The patient care ombudsman is required to prepare and file with the court a report pursuant to Section 333(b)(2) of the Bankruptcy Code on or before Dec. 14. A copy of the Order is available at https://bit.ly/3Ui2wRS from PacerMonitor. About Arete Rehabilitation Arete Rehabilitation, Inc. -- https://www.areterehab.com/ -- specializes in older adult care, Arete Rehab provides physical, occupational, and speech therapy services in the northeast. Arete Rehabilitation filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 22-10477) on Sept. 28, 2022, with up to $1 million in assets and up to $10 million in liabilities. James S. LaMontagne has been appointed as Subchapter V trustee. Judge Bruce A. Harwood oversees the case. The Debtor is represented by William J. Amann, Esq., at Amann Burnett, PLLC. ASP MCS ACQUISITION: $445M Bank Debt Trades at 21% Discount ----------------------------------------------------------- Participations in a syndicated loan under which ASP MCS Acquisition Corp is a borrower were trading in the secondary market around 79.3 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$445 million facility is a term loan. The loan is scheduled to mature on May 18, 2024. About US$423 million of the loan is drawn and outstanding. ASP MCS Acquisition Corp. provides real estate services. ASSOCIATED ASPHALT: US$350M Bank Debt Trades at 23% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Associated Asphalt Partners LLC is a borrower were trading in the secondary market around 76.761 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$350 million facility is a term loan. The loan is scheduled to mature on April 5, 2024. The amount is fully drawn and outstanding. Associated Asphalt Partners, LLC manufactures asphalt products. The Company provides emulsions, polymer modified asphalt, and rubber binder products. ASTRO ONE: $155M Bank Debt Trades at 22% Discount ------------------------------------------------- Participations in a syndicated loan under which Astro One Acquisition Corp is a borrower were trading in the secondary market around 78.063 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$155 million facility is a term loan. The loan is scheduled to mature on October 25, 2029. The amount is fully drawn and outstanding. Founded in 2021 and based in the US, Astro One Acquisition Corporation is a merged entity of Petmate and Brody. Both companies engage in the production and distribution of pet products such as cat waste management products, toys, kennels, shelters, chews, and feeding and watering products. ASTRO ONE: $525M Bank Debt Trades at 20% Discount ------------------------------------------------- Participations in a syndicated loan under which Astro One Acquisition Corp is a borrower were trading in the secondary market around 81 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$525 million facility is a term loan. The loan is scheduled to mature on October 25, 2028. The amount is fully drawn and outstanding. Founded in 2021 and based in the US, Astro One Acquisition Corporation is a merged entity of Petmate and Brody. Both companies engage in the production and distribution of pet products such as cat waste management products, toys, kennels, shelters, chews, and feeding and watering products. ASURION LLC: $1.64B Bank Debt Trades at 27% Discount ---------------------------------------------------- Participations in a syndicated loan under which Asurion LLC is a borrower were trading in the secondary market around 72.563 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$1.640 billion facility is a term loan. The loan is scheduled to mature on February 3, 2028. The amount is fully drawn and outstanding. Asurion, LLC provides wireless handset insurance services. The Company offers replacement of lost, stolen, damaged, and malfunctioning devices, as well as roadside assistance programs, technical support, mobile security devices, and electronics protection. ASURION LLC: $2.67B Bank Debt Trades at 27% Discount ---------------------------------------------------- Participations in a syndicated loan under which Asurion LLC is a borrower were trading in the secondary market around 72.563 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$2.675 billion facility is a term loan. The loan is scheduled to mature on January 15, 2029. The amount is fully drawn and outstanding. Asurion, LLC provides wireless handset insurance services. The Company offers replacement of lost, stolen, damaged, and malfunctioning devices, as well as roadside assistance programs, technical support, mobile security devices, and electronics protection. AT HOME GROUP: $600M Bank Debt Trades at 21% Discount ----------------------------------------------------- Participations in a syndicated loan under which At Home Group Inc is a borrower were trading in the secondary market around 78.86 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$600 million facility is a term loan. The loan is scheduled to mature on July 23, 2028. The amount is fully drawn and outstanding. At Home Group Inc. owns and operates home decor stores. The Company offers furniture, home furnishings, wall decor and decorative accents, rugs, and housewares. ATIF INC: Stermer's Move to Supplement Record on Appeal Denied -------------------------------------------------------------- In the appealed case IN RE: ATIF, INC. DANIEL J. STERMER, Appellant, v. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, OLD REPUBLIC NATIONAL TITLE HOLDING COMPANY, OLD REPUBLIC TITLE COMPANIES, INC. and ATTORNEYS TITLE FUND SERVICES, LLC, Appellees, Case No. 2:21-cv-950-JLB, (M.D. Fla.), the District Judge John L. Badalamenti denies the Appellant Daniel J. Stermer's motion to supplement the record in this bankruptcy appeal. As Creditor Trustee, the Appellant Daniel J. Stermer launched an adversary proceeding to recover alleged fraudulent transfers and establish alter ego status and successor liability for OR Holding and OR Companies. The bankruptcy court entered final judgment against the Appellant on all counts. Now, the Appellant asks the Court to reverse the bankruptcy court's decisions about fraudulent transfer, alter-ego status, and successor liability. Now, the Appellant moves to supplement the record in this bankruptcy appeal, arguing that the Court's complete review of the parties' arguments and rebuttals depends on additional materials being added to the record. On the other hand, the Appellees, Old Republic Title Companies, Inc., Old Republic National Title Holding Company, Old Republic Title Insurance Company, and Attorneys' Title Fund Services, LLC, urge the Court to deny the motion because these materials -- communications and draft proposed orders shared between the parties -- were never considered by the bankruptcy court and are not material. The Court denies the Appellant's motion to supplement the record for three reasons. First, the Appellant has not established that the materials have been omitted from the record by error or accident. The Appellant argues that the communications between the parties are necessary to rebut adequately Appellees' arguments, but this does not establish that the documents were omitted from the record erroneously or accidentally. Second, the Appellant has not established that these items are material to the issues before the Court. The back-and-forth communications between the parties were not material to the bankruptcy court's findings and conclusions, and they are not material to this Court's review of the same. Lastly, none of the documents that the Appellant seeks to add to the record were ever before the bankruptcy court when it entered the orders being appealed — generally, "an appellate court will refuse to consider an issue not presented to the trial court and raised for the first time on appeal." A full-text copy of the Order dated Oct. 31, 2022, is available at https://tinyurl.com/52bzjbm6 from Leagle.com. About ATIF Inc. ATIF, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017. In the petition signed by Gerard A. McHale, its chief executive officer, the Debtor listed up to $500,000 in assets and up to $50 million in liabilities. Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns, LLP and Buell & Elligett, P.A. serve as the Debtor's bankruptcy counsel and special counsel, respectively. On April 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Messana, P.A., as its bankruptcy counsel, and Becker & Poliakoff, P.A., as its special counsel. On July 5, 2018, the bankruptcy court entered an order confirming the second amended Chapter 11 plan and explanatory disclosure statement filed by the creditors' committee for ATIF, Inc. The plan establishes the ATIF Inc. Creditor Trust and appointed Daniel Stermer as the trustee. Mr. Stermer hired Messana, P.A. as bankruptcy counsel and Buchanan Ingersoll & Rooney, PC, as special counsel. ATLAS PURCHASER: $250M Bank Debt Trades at 21% Discount ------------------------------------------------------- Participations in a syndicated loan under which Atlas Purchaser Inc is a borrower were trading in the secondary market around 79.3 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$250 million facility is a term loan. The loan is scheduled to mature on May 18, 2029. The amount is fully drawn and outstanding. Atlas Purchaser, Inc., which does business as Alvaria, Inc, acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solutions. ATLAS PURCHASER: $610M Bank Debt Trades at 21% Discount ------------------------------------------------------- Participations in a syndicated loan under which Atlas Purchaser Inc is a borrower were trading in the secondary market around 79.313 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$610 million facility is a term loan. The loan is scheduled to mature on May 8, 2028. The amount is fully drawn and outstanding. Atlas Purchaser, Inc., which does business as Alvaria, Inc, acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solutions. AUDACY CAPITAL: $770M Bank Debt Trades at 23% Discount ------------------------------------------------------ Participations in a syndicated loan under which Audacy Capital Corp is a borrower were trading in the secondary market around 77.44 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$770 million facility is a term loan. The loan is scheduled to mature on November 17,2024. About US$630 million of the loan is drawn and outstanding. Audacy Capital Corp. owns and operates radio stations. The Company focuses on sports, news, and music and entertainment. Audacy Capital produces, co-produces, and co-promotes events across markets, including concerts, multi-day musical festivals, speaker series, trade shows, and sports-related events. AURORA HOSPITALITY: Case Summary & One Unsecured Creditors ---------------------------------------------------------- Debtor: Aurora Hospitality Group LLC 2135 City Gate Lane Naperville, IL 60563 Business Description: The Debtor owns in fee simple title a real property located at Route 59 (lots 4 and 5) on Drexel Ave, Aurora, IL 60504 valued at $3.8 million. Chapter 11 Petition Date: November 7, 2022 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 22-12930 Judge: Hon. Lashonda A. Hunt Debtor's Counsel: David Freydin, Esq. LAW OFFICES OF DAVID FREYDIN 8707 Skokie Blvd Suite 305 Skokie, IL 60077 Tel: 888-536-6607 Fax: 866-575-3765 Email: david.freydin@freydinlaw.com Total Assets: $3,831,174 Total Liabilities: $2,499,076 The petition was signed by Kenneth Moore as manager. The Debtor listed Real Estate America LLC as its only unsecured creditor holding a claim of $1 million. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UXLJSLI/Aurora_Hospitality_Group_LLC__ilnbke-22-12930__0001.0.pdf?mcid=tGE4TAMA AVAYA HOLDINGS: $350M Bank Debt Trades at 37% Discount ------------------------------------------------------ Participations in a syndicated loan under which Avaya Holdings Corp is a borrower were trading in the secondary market around 63.3105 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$350 million facility is a term loan. The loan is scheduled to mature on December 15, 2027. The amount is fully drawn and outstanding. Avaya Holdings Corp. operates as a holding company. The Company, through its subsidiaries, Avaya, Inc. provides business collaboration and communications software solutions. The Company offers unified communications, contact centers, real-time video, and collaboration services. AVAYA INC: $800M Bank Debt Trades at 49% Discount ------------------------------------------------- Participations in a syndicated loan under which Avaya Inc is a borrower were trading in the secondary market around 51.44 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$800 million facility is a term loan. The loan is scheduled to mature on December 15, 2027. The amount is fully drawn and outstanding. Avaya Inc. provides communication software and services. The Company offers unified communications, as well as contact centers, cloud, and collaboration services. AVEANNA HEALTHCARE: $200M Bank Debt Trades at 20% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Aveanna Healthcare LLC is a borrower were trading in the secondary market around 80 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$200 million facility is a delay-draw term loan. The loan is scheduled to mature on July 15, 2028. About US$60 million of the loan is drawn and outstanding. Aveanna Healthcare LLC provides health care services. The Company offers pediatric skilled nursing, therapy, autism, enteral nutrition, and adult services. AVEANNA HEALTHCARE: $415M Bank Debt Trades at 25% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Aveanna Healthcare LLC is a borrower were trading in the secondary market around 75.13 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$415 million facility is a term loan. The loan is scheduled to mature on December 10, 2029. The amount is fully drawn and outstanding. Aveanna Healthcare LLC provides health care services. The Company offers pediatric skilled nursing, therapy, autism, enteral nutrition, and adult services AVEANNA HEALTHCARE: $860M Bank Debt Trades at 20% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Aveanna Healthcare LLC is a borrower were trading in the secondary market around 80 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$860 million facility is a term loan. The loan is scheduled to mature on July 15, 2028. About US$854 million of the loan is drawn and outstanding. Aveanna Healthcare LLC provides health care services. The Company offers pediatric skilled nursing, therapy, autism, enteral nutrition, and adult services. AVENTIV TECHNOLOGIES: $1.017B Bank Debt Trades at 16% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Aventiv Technologies LLC is a borrower were trading in the secondary market around 84.1375 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$1.017 billion facility is a term loan. The loan is scheduled to mature on November 1, 2024. About US$979 million of the loan is drawn and outstanding. Aventiv Technologies is a diversified technology company that provides innovative solutions to customers in the corrections and government services sectors. Aventiv is the parent company to Securus Technologies and AllPaid, leading providers of innovative products and services. AVSC HOLDING: $210M Bank Debt Trades at 21% Discount ---------------------------------------------------- Participations in a syndicated loan under which AVSC Holding Corp is a borrower were trading in the secondary market around 79.398 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$210 million facility is a term loan. The loan is scheduled to mature on September 1, 2025. The amount is fully drawn and outstanding. AVSC Holding Corp. operates as a holding company. The Company, through its subsidiaries, provides commercial support services. BAYOU TOPCO (CORDIS): Fitch Puts 'BB-' Ratings Watch on Negative ---------------------------------------------------------------- Fitch Ratings has placed all of Bayou Topco, Inc. (Cordis) and Bayou Intermediate II, LLC 's ratings on Rating Watch Negative upon the announcement that it has agreed to acquire MedAlliance. Cordis has yet to announce transaction terms beyond the initial investment ($35 million), upfront closing payment ($200 million), and potential milestone payments (up to $900 million). Fitch will utilize the Rating Watch period to gather further information and subject the information to further analysis. KEY RATING DRIVERS The Key Rating Drivers described below were the basis for the affirmation of Cordis' 'BB-' Issuer Default Rating (IDR) in April 2022. The affirmations did not contemplate a material acquisition occurring. Solid Business Post-Carveout: Cordis' carveout from Cardinal Health, Inc. (CAH) presents a solid standalone interventional cardiology and endovascular device business that will be further supported by private equity sponsor, Hellman & Friedman (H&F). Cordis maintains global brand recognition and physician preference for its high-quality products. CAH also invested significantly in Cordis' global commercial footprint and independent manufacturing capabilities since its ownership starting in 2015. The standalone company will be able to reset its operational approach with a more focused strategy to increase margins and invest more for long-term growth. With over 50 years in business, Cordis manufactures critical medical devices used by over 16,000 hospitals globally in minimally invasive procedures. These products are physician preference items in mature product categories with minimal disruption risk. Physician familiarity with the product is important, and switching is uncommon (92% annual retention). In addition, Cordis' brand and products are known worldwide for their quality and ease of use. Moderate Leverage Expected: Prior to the recently announced acquisition, Fitch forecasted Cordis' gross debt/EBITDA at 5.1x for fiscal 2022, and anticipated leverage could decline to 3.9x upon partial synergy realization from carveout execution by fiscal 2023. However, delay or inability to realize synergies as expected could result in leverage sustained above 4.5x. Longer term, Fitch expects that capital will be deployed for R&D investments and M&A rather than voluntary debt pay down, likely resulting in leverage being maintained at or below 4.5x. H&F financed the deal with roughly 70% equity, and Fitch believes maintaining flexibility for investments will be more important than sponsor dividends. Fitch would revisit this assumption should the sponsor's behavior lean more towards shareholder friendly activities. Product Pipeline Revitalization Necessary: Fitch views prior underinvestment in R&D as one of the largest risks to Cordis' long-term success and credit profile. Cordis plans to reinvest roughly half of its cost savings from the carveout to its internal R&D program to reinvigorate product portfolio. Fitch expects Cordis will augment the internal investments with long-term capital deployment, focusing on external R&D investments and M&A. Additionally, Cordis Accelerator, an independent R&D engine, was formed to develop and commercialize new, innovative products through a strategic partnership structure. In addition to replenish existing portfolios, Fitch expects Cordis to expand into higher growth, higher margin adjacencies where the company does not currently play. While investments in early stage, innovative technologies could drive long-term growth and margin improvement, these investments may also require additional capital injection and/or may not reach commercialization. This could result in higher than expected R&D spend, negatively impacting overall profitability of the company. Stand-Up Execution in Focus: The 'BB-' IDR reflects execution risk related to the carveout, which includes the transition from CAH TSAs for finance, IT and supply chain functions within 18 months following the close. Cordis has an experienced management team, most of whom helped with the Johnson & Johnson carveout, and will have H&F oversight and resources to build an independent organization with a stronger internal R&D pipeline. CAH has heavily invested in Cordis's manufacturing and inventory demand planning, and will not require transitioning. The success of standing up the carveout will be integral to maintaining flexibility at the current rating. EBITDA to Improve: Management has identified over $50 million of cost savings over three years from optimizing quality, procurement, manufacturing, supply chain, and other operational functions, roughly half of which is expected to be realized in the first 18 months post-close. Fitch expects this will help increase EBITDA margins to 11% by fiscal 2023 from 8% at fiscal 2020. Cordis' diverse and stable revenue base is supported by over 4,000 SKUs and larger product categories, include diagnostic catheters (22% of 2020 pandemic-adjusted revenue), closure devices (20%), guiding catheters (16%) and sheath introducers and stents (11% each). The company maintains a global presence with 33% of revenue from the U.S., 33% from APAC, 26% from EMEA, and 8% from LatAm and Canada. China and LatAm represent larger growth opportunities for the existing product portfolio, versus the mature U.S. and EMEA markets, which are expected to provide relatively flat growth over the forecast period. DERIVATION SUMMARY Cordis has leading global market positions in the interventional cardiology and endovascular device markets, but has a narrower focus and weaker R&D pipeline versus its competitors. Fitch expects the company to operate with gross debt/EBITDA between 3.5x-4.5x. Cordis' largest competitors include Boston Scientific Corp. (BBB/Positive), which has larger scale and breadth, a focus in highly innovative products, and a more conservative financial profile. Fitch has also considered the company's other 'BB' rated peers in its analysis. Jazz Pharmaceuticals plc (BB-/Positive) and Owens & Minor, Inc. (BB-/Stable) have significantly larger scale than Cordis, but have less revenue diversity versus competitors. These companies operate with gross debt/EBITDA between 3.5x-4.5x and 3.0x-4.0x, respectively. KEY ASSUMPTIONS The assumptions at the time of the prior rating affirmation (detailed below) will be reassessed upon receipt of more information during the Rating Watch period. - Organic revenue growth in low single digits; fiscal years 2022-2023 revenue growth above average as surgical volumes return to normalized levels; - EBITDA margin starts to improve in fiscal 2023 as opex cost savings and COGS synergies are realized; half of the roughly $50 million cost synergies are realized in the first 18 months post-close. About half of realized cost synergies are invested back, primarily in R&D, resulting in low-teens EBITDA margins; - FCF shows as negative in fiscal years 2022-2023 due to costs to carveout and achieve synergies. Positive FCF returns by fiscal 2024; - No acquisitions or shareholder returns are assumed through 2023. Fitch expects acquisitions could become a part of capital deployment longer term; - CAH will retain full authority for lawsuits related to Cordis OptEase and TrapEase IVC filters in the US and Canada, as well as liability associated to these matters. Fitch assumes no cash outflows related to these product liabilities. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Gross debt/EBITDA expected to sustain below 3.5x; - Operational strength and success standing up business that results in (cash flow from operations - capex)/total debt around or above 7.5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Gross debt/EBITDA expected to sustain above 4.5x; - Integration issues, pressures to profitability or increased expenses that result in (cash flow from operations - capex)/total debt sustained below 6%; - Inability to successfully introduce new products to support mid-single digit revenue growth over the long term. LIQUIDITY AND DEBT STRUCTURE Liquidity Sufficient Pre-Acquisition: Liquidity is supported by $212 million of cash on the balance sheet on Dec. 31, 2021 and access to $60 million in undrawn first lien secured revolver. Fitch estimates negative FCFs in 2022 and 2023 due to carveout associated costs, but does expect the company to generate $50 million-$70 million FCF annually upon standing up. Maturities Manageable: Maturities will only consist of annual amortization of $4 million on the $375 million first lien term loan due 2028, and the ECF sweep does not apply if first lien net leverage is less than or equal to 4x. H&F capitalized the roughly $1 billion deal with a solid amount of equity, reducing cash needs for debt interest and required repayment. The company will only be subject to a springing financial maintenance covenant of 8.3x first lien net leverage if 35% or more of the revolver is drawn. Debt incurrence and restricted payments covenants have a 4.75x first lien net leverage test. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. ISSUER PROFILE Bayou Topco, Inc. (Cordis) develops, manufactures and commercializes interventional cardiovascular and endovascular devices globally, and provides a full suite of products used by interventional cardiologists, vascular surgeons and interventional radiologists in minimally invasive procedures. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Bayou Intermediate II, LLC LT IDR BB- Rating Watch On BB- senior secured LT BB+ Rating Watch On RR1 BB+ Bayou Topco, Inc. LT IDR BB- Rating Watch On BB- BERWICK CLINIC: PCO Says Patient Care 'Compromised' --------------------------------------------------- Deborah Fish, the patient care ombudsman appointed in Berwick Clinic Company, LLC's Chapter 11 case, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a fourth report regarding the quality of patient care provided at the company's vascular clinic. As a result of the clinic closures pursuant to Section 333 (b)(3) of the Bankruptcy Code, the quality of patient care provided to patients of the closed clinics declined significantly or was otherwise materially compromised since the filing of Berwick's Chapter 11 case, according to the report, which covers the period from Oct. 17 to 28. Berwick's vascular clinic was closed on Sept. 23. Dr. John Guerriero D.O. has transitioned his patients from Berwick to his own private practice, which opened on Nov. 1. Dr. Guerriero continues to provide services to the former patients of the company by filling all non-controlled substance medications for the clinic patients, 18 and older. Additionally, clinic staff, both medical and non-medical continue to provide services; (i) by contacting patients with pending lab results to provide the results and order follow-up diagnostics, if necessary; (ii) by filling all non-controlled substance medications for the clinic patients; (iii) by handling medical records requests, (iv) by approving home health service and physical therapy; and (iv) by answering general questions. The PCO cited that Berwick has revised its transition protocol and included it in the company's proposed plan of reorganization filed on Oct. 27. Berwick needs to further amend the protocol in the plan or include the necessary changes in the proposed order confirming the plan to address the PCO's remaining issues. These issues relate to the final letter to patients, the description of the process to obtain medical records, and the timing of the change to the third-party depository, according to the ombudsman report. A copy of the fourth ombudsman report is available for free at https://bit.ly/3DRGnnS from PacerMonitor.com. The ombudsman may be reached at: Deborah L. Fish, Esq. Allard & Fish, P.C. 1001 Woodward Avenue, Suite 850 Detroit, MI 48226 Telephone: 313-309-3171 Email: dfish@allardfishpc.com About Berwick Clinic Company Berwick Clinic Company, LLC operates a health care business. The company is based in Bloomfield Hills, Mich. Berwick Clinic filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 22 45589) on July 18, 2022, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Lisa S. Gretchko oversees the case. The Debtor is represented by Robert Bassel, Esq., a practicing attorney in Clinton, Mich. Deborah Fish, Esq., at Allard & Fish, P.C., is the patient care ombudsman appointed in the Debtor's Chapter 11 case. BH FROZEN: Case Summary & Six Unsecured Creditors ------------------------------------------------- Debtor: B"H Frozen Wheels, LLC 16565 NW 15th Ave Miami, FL 33169 Chapter 11 Petition Date: November 7, 2022 Court: United States Bankruptcy Court Southern District of Florida Case No.: 22-18641 Debtor's Counsel: Glenn D. Moses, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 SE 2nd St. 44th Floor Miami, FL 33131 Tel: 305-349-2300 Email: gmoses@gjblaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Issac Halwani as manager. 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/4KB6HLI/BH_Frozen_Wheels_LLC__flsbke-22-18641__0001.0.pdf?mcid=tGE4TAMA BLUE DIAMOND: Taps Kirby Aisner & Curley as Legal Counsel --------------------------------------------------------- Blue Diamond Air Systems, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Kirby Aisner & Curley, LLP as its legal counsel. The firm will render these services: a. advise the Debtor with respect to its powers and duties and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. prepare legal papers; d. appear before the bankruptcy court and represent the Debtor in all matters pending before the court; e. attend meetings and negotiate with representatives of creditors and other parties in interest; f. advise the Debtor in connection with any potential refinancing of secured debt; g. represent the Debtor in connection with obtaining post-petition financing, if necessary; h. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; i. perform all other necessary legal services for the Debtor. The firm will be paid at these rates: Partners $450 to $550 per hour Associates $295 per hour Paraprofessionals $150 per hour In addition, the firm will seek reimbursement for expenses incurred. Dawn Kirby, Esq., an attorney at Kirby Aisner & Curley, 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: Dawn Kirby, Esq. Julie Cvek Curley, Esq. Kirby Aisner & Curley, LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Telephone: (914) 401-9500 Email: dkirby@kacllp.com jcurley@kacllp.com About Blue Diamond Air Systems Blue Diamond Air Systems, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 22-72698) on Oct. 4, 2022, with up to $1 million in both assets and liabilities. Judge Alan S. Trust oversees the case. The Debtor is represented by Kirby Aisner & Curley, LLP. BUCKHARDT TECHNOLOGIES: Wins Cash Collateral Access Thru Dec 1 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Buckardt Technologies, Inc., dba Konsultek, to use cash collateral on an interim basis in accordance with the budget through December 1, 2022. BMO Harris Bank, N.A. asserts a senior valid blanket lien upon the Debtor's assets. It holds a senior security interest in all of the Debtor's assets by way of a valid lien duly filed of which the amount due and owing totals no less than $381,719. The other potential lien holders are Funding Circle, the Small Business Administration, Internal Revenue Service, and Ingram Micro, Inc. In return for the Debtor's continued interim use of cash collateral, and for any diminution in value of Prepetition Secured Lender's interest in the cash collateral from and after the Petition date, the Prepetition Secured Lender will receive an administrative expense claim pursuant to 11 U.S.C. Section 507(b). In further return for the Debtor's continued interim use of cash collateral, the Prepetition Secured Lender is granted a replacement lien in substantially all of the Debtor's assets, including cash collateral equivalents and the Debtor's cash and accounts receivable, among other collateral to the extent and validity as held prepetition. The Prepetition Secured Lender and all other subordinate lien holders are granted replacement liens, attaching to the Collateral, but only to the extent of their prepetition liens and only to the extent of priority that existed on the date of filing. The liens granted will be valid, perfected, and enforceable without any further action by the Debtor and/or the Prepetition Secured Lender and need not be separately documented. A further hearing on the matter is scheduled for December 1 at 11 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3FNFRsy from PacerMonitor.com. The Debtor projects $274,888 in total expenses. About Buckardt Technologies, Inc. Buckardt Technologies, Inc. is an information and security technology consulting firm. Buckardt sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-04420) on April 18, 2022. In the petition signed by Judith A. Buckardt, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Lashonda A. Hunt oversees the case. Richard G. Larsen, Esq., at SpringerLarsenGreene, LLC is the Debtor's counsel. BW NHHC HOLDCO: $185M Bank Debt Trades at 43% Discount ------------------------------------------------------ Participations in a syndicated loan under which BW NHHC Holdco Inc is a borrower were trading in the secondary market around 56.99 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$185 million facility is a term loan. The loan is scheduled to mature on November 15, 2025. The amount is fully drawn and outstanding. BW NHHC HoldCo Inc. is the primary borrower for the merger between Jordan Health Services and Great Lakes Caring Home Health and Hospice. Combined, the company provides skilled home health, personal care and hospice services, primarily to Medicare and Medicaid patients. BW NHHC HOLDCO: $195M Bank Debt Trades at 44% Discount ------------------------------------------------------ Participations in a syndicated loan under which BW NHHC Holdco Inc is a borrower were trading in the secondary market around 55.72 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$195 million facility is a term loan. The loan is scheduled to mature on May 15, 2026. About US$10 million of the loan is drawn and outstanding. BW NHHC HoldCo Inc. is the primary borrower for the merger between Jordan Health Services and Great Lakes Caring Home Health and Hospice. Combined, the company provides skilled home health, personal care and hospice services, primarily to Medicare and Medicaid patients. BW NHHC HOLDCO: $660M Bank Debt Trades at 37% Discount ------------------------------------------------------ Participations in a syndicated loan under which BW NHHC Holdco Inc is a borrower were trading in the secondary market around 63.3 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$660 million facility is a term loan. The loan is scheduled to mature on May 15, 2025. The amount is fully drawn and outstanding. BW NHHC HoldCo Inc. is the primary borrower for the merger between Jordan Health Services and Great Lakes Caring Home Health and Hospice. Combined, the company provides skilled home health, personal care and hospice services, primarily to Medicare and Medicaid patients. CAR STEREO: Fine-Tunes Plan Documents ------------------------------------- Car Stereo Trading, Inc., and MD Audio Engineering, Inc., submitted a Fifth Amended Joint Plan of Reorganization for Small Business under Subchapter V dated October 31, 2022. This Amended Plan of Reorganization proposes to pay creditors of the Debtors from cash flow from operations over a 5 year period. The Debtors' Amended Plan proposes to pay back a portion of the allowed amount of certain nonpriority unsecured claims (the Accounts Receivable Lenders and Other General Unsecured Claims) and makes allowances for the Debtors' inability to make payments. The Amended Plan further proposes to pay back 100% of the allowed amount of certain non-priority unsecured claims (the Vendors) and makes allowances for the Debtors' inability to make payments. This Plan also provides for the payment of administrative expense claims and priority claims in full or as agreed. Class 1.2 consists of Creditors Claiming Security Interests in Filed Claims: * Claims settled by written agreement: (a) SBC-OPS, LLC (claim # 8 in MD Audio) (same obligation as claim #6 in Car Stereo). ($24,787.74) (Florida UCC lien #202106011502)(settled at 50% per written agreement). * Claims that remain outstanding: (b) United Company Funding (claim #2 in MD Audio) ($89,722.00) (Florida UCC lien #202005734533 and #2020003574857) (c) LG Funding LLC (claim #3 in Car Stereo) ($16,693.75)(Florida UCC lien #202106056956). Unless otherwise agreed, each allowed creditor in Class 1.2 shall be paid 20% of their claim in equal monthly installments over the life of the plan commencing on the Effective Date with no interest. Duplicate claims filed in both cases for a single obligation will be paid as if only one claim was filed and any duplicate claim shall be deemed stricken and disallowed. The claims of each allowed creditor in Class 1.2 shall be deemed unsecured upon confirmation. If a creditor in Class 1.2 has a filed UCC lien or recorded judgment lien, said lien shall be extinguished, discharged and released upon final nonappealable confirmation order. The Creditor shall release all record liens within 30 days after entry of a final nonappealable confirmation order. Class 2.2 consists of General Unsecured Creditors. Each allowed creditor in Class 2.2 shall be paid 20% of their claim in equal monthly installments over the life of the plan commencing on the Effective Date with no interest. If a creditor in Class 2.2 has a filed UCC lien or recorded judgment lien, said lien shall be discharged, released and deemed satisfied upon confirmation. The Creditors with liens referenced herein shall release all record liens within 30 days after entry of a final nonappealable confirmation order. Class 2.3 consists of Creditors who have settled and are being paid by non debtor outside of the bankruptcy. Creditors in Class 2.3 are being paid pre confirmation by a non debtor pursuant to a settlement agreement. Any claim filed by a creditor in Class 2.3 shall be deemed stricken and any UCC lien or judgment lien filed against the Debtors shall be discharged, released and satisfied as against the Debtors upon confirmation. Debtors reserve the right to reimburse the non debtor for all payments made preconfirmation and to pay all payments required by the settlement agreement on and after the Effective Date. Class 2.4 consists of Creditors who were disputed in schedules and who have not filed claims or appeared in the cases. Creditors in Class 2.4 shall receive no distribution under the plan. All claims will be extinguished upon confirmation and any UCC lien or judgment lien filed against the Debtors shall be discharged, released and satisfied upon confirmation. The Creditors with liens referenced herein shall release all record liens within 30 days after entry of a final nonappealable confirmation order. The Debtors will jointly fund the plan from current and future income. A full-text copy of the Fifth Amended Plan dated October 31, 2022, is available at https://bit.ly/3U7HMMJ from PacerMonitor.com at no charge. Counsel for Chapter 11 Debtors: Sherri B. Simpson, Esq. SIMPSON LAW GROUP 1126 S. Federal Highway, #326 Ft. Lauderdale, FL 33316 (954) 524-4141 Telephone (954) 763-5117 Facsimile Email: sbsimpson@simpson-law-group.com About Car Stereo Trading Car Stereo Trading, Inc., and MD Audio Engineering, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 21-11393) on Feb. 12, 2021. In the petition signed by Jose L. Telle, president, Car Stereo Trading disclosed $3,633,571 in assets and $512,847 in liabilities. MD\ Audio Engineering, Inc., had between $1 million and $10 million in both assets and liabilities at the time of the filing. Judge Laurel M. Isicoff oversees the cases. The Debtors tapped The Law Offices of the General Counsel and Simpson Law Group, LLP as bankruptcy counsel. Sanchelima & Associates, P.A. serves as the Debtors' special counsel. CARDINAL STATES: $125M Bank Debt Trades at 15% Discount ------------------------------------------------------- Participations in a syndicated loan under which Cardinal States Gathering Co LLC is a borrower were trading in the secondary market around 85 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$125 million facility is a term loan. The loan is scheduled to mature on March 13, 2028. About US$122 million of the loan is drawn and outstanding. Cardinal States Gathering Company distributes gasoline. CAREERBUILDER LLC: $350M Bank Debt Trades at 33% Discount --------------------------------------------------------- Participations in a syndicated loan under which Careerbuilder LLC is a borrower were trading in the secondary market around 66.63 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$350 million facility is a term loan. The loan is scheduled to mature on July 31, 2023. About US$176 million of the loan is drawn and outstanding. Careerbuilder, LLC operates an online job portal. The Company offers job postings, standard job optimization, employment recommendation e-mails, branding, talent and compensation intelligence, and recruitment services. CARRIAGE SERVICES: S&P Lowers Long-Term ICR to 'B' on Acquisitions ------------------------------------------------------------------ S&P Global Ratings lowered its long-term issuer credit rating to 'B' from 'B+' on Houston-based death care company Carriage Services Inc. S&P also lowered its senior unsecured issue-level rating to 'B' from 'B+'; the recovery rating on this debt remains '4'. S&P said, "The stable outlook reflects our expectation for adjusted debt to EBITDA to remain above 5x for a sustained period, based on low-single-digit revenue growth in 2023-2025, adjusted EBITDA margins of 29%-30%, and limited free cash flow to repay debt until 2024. "The lower rating is primarily due to Carriage's elevated level of acquisitions at the same time as operating results have weakened, which we expect will keep adjusted debt to EBITDA above 5x for the next few years. The company's pace of acquisitions and share repurchases exceeded our prior expectations, including nearly $75 million combined in 2022 and an amount exceeding free cash flow in 2023 already contracted. At the same time, the company withdrew its guidance after second-quarter 2022 as demand weakened and inflationary pressures increased (in addition to new discretionary investment). The company had previously expected to gain more market share to offset lower volumes with renewed marketing and other execution-related efforts. We now expect leverage of about 5.7x in 2022 and 6x in 2023, deviating from the company's stated intent to deleverage to the 4x area, which the company reiterated as recently as July 28, 2022. The recent acquisitions also are likely to require Carriage to amend its debt covenants or face a breach, which is an indication of the company's more aggressive strategy. "Carriage made about $200 million of share repurchases from 2021 to 2022 funded through operating cash flow and approximately a $100 million increase in debt. The increase in debt and share repurchases occurred during a period of a temporarily high death rate due to the COVID-19 pandemic. This action gave the company less flexibility to invest in growth while meeting leverage targets as the death rate declined in 2022. "We now expect revenue of approximately $365 million in 2022 and $375 million in 2023, compared with $376 million in 2021. Our organic revenue expectation is a decline of 3%-4% in 2022 and a decline of around 3% in 2023, reflecting a lower death rate in the U.S. The total revenue expectation for 2023 includes a rough estimate for the contribution of about $75 million of acquisitions completed or contracted in 2022. "At the same time as declining revenue, we expect expenses to increase slightly in 2022 due to both labor and product inflation. The company is increasing prices to pass along some of the higher expenses and lowering discretionary compensation to reflect lower revenue, but we expect the overall effect to result in adjusted EBITDA margins declining about 300 basis points in 2022 (adjusted EBITDA margins of 33.4% in 2021) and declining another 100 basis points in 2023. Our expectation for lower margins in 2023 compared to 2022 reflects the strength of the first two quarters in 2022 as well as a full year of the company's greater investment in technology and marketing in the second half of 2022. "We think Carriage intends to deleverage following the completion of recently announced acquisitions, but we do not think cash flow and organic growth is sufficient to reduce debt quickly. In 2022, we estimate a cash flow deficit of about $30 million as acquisitions, share repurchases, and dividends significantly exceed positive free cash flow of about $40 million. In 2023, we expect the deficit to narrow to about $20 million with a lower (but still elevated) level of acquisitions and share repurchases in the $50 million area. In 2024, we expect some cash flow available for debt repayment, but we do not expect leverage to decline below 5x for the few years due to mature growth rates and our expectation for some incremental acquisitions. "Our ratings continue to reflect the company's narrow focus in the fragmented death care market. Independent owners operate nearly 80% of the $20 billion U.S. death care market. Carriage along with StoneMor Inc. are the second- and third-largest market participants, each commanding only about 1% of the market. The market leader Service Corp. International (SCI) controls 15%-16% market share. Carriage (along with the rest of the industry) has high fixed cost structure and therefore its profits are sensitive to any revenue decline. Carriage benefits from its scale when competing with much smaller independent death care companies, although it is much smaller than SCI. Its benefits of scale include procurement savings, greater preneed sales, and generally more sophisticated business management. "Our stable outlook reflects our expectation for adjusted debt to EBITDA in the 5x-6x range from 2022 to 2025, resulting from elevated acquisitions in 2022 and 2023, a decline in organic revenue in 2022 and 2023, and EBITDA margin contraction in 2022 and 2023. We expect low-single-digit organic growth and modest EBITDA margin expansion in 2024 and 2025. "We could consider a lower rating if we expect adjusted debt to EBITDA to remain above 7.5x. The scenario would likely result from sustained operating challenges and the prioritization of acquisitions over debt repayment. "We could consider a higher rating if we expect adjusted debt to EBITDA to be sustained below 5x. We think Carriage will need to establish a track record of maintaining leverage at this lower level given its history of making unexpectedly large acquisitions that push leverage well above its 4x target." ESG credit indicators: E2, S2, G3 S&P said, "Governance factors are a moderately negative consideration in our credit analysis for Carriage. We think that Carriage has provided overly optimistic projections that were inconsistent with that of peers and did not appropriately anticipate upcoming challenges from a decline in deaths. Additionally, in 2022, the company announced unexpectedly elevated investments to centralize more technology and marketing, which was a change in strategy from its former focus on decentralized decision making and a divergence from financial guidance provided three months earlier. CSV also has some key-person risk with its founder acting as CEO and Chairman of the Board, but the company is placing greater emphasis on succession planning and increasing exposure for several senior executives. "For environmental factors, we think the adoption of more eco-friendly memorialization techniques will be slow, and CSV will likely adapt to gradually changing consumer preferences." CASA SYSTEMS INC: US$300M Bank Debt Trades at 18% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Casa Systems Inc is a borrower were trading in the secondary market around 82.4 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$300 million facility is a term loan. The loan is scheduled to mature on December 20, 2023. About US$276 million of the loan is drawn and outstanding. Casa Systems, Inc. provides telecommunication equipment and solutions. The Company offers cable, modem, optical, and Wi-Fi networking products. Casa Systems also provides software-centric infrastructure solutions that allow cable service providers to deliver voice, video, and data services over a single platform. CASTLE US HOLDING: $1.2B Bank Debt Trades at 31% Discount --------------------------------------------------------- Participations in a syndicated loan under which Castle US Holding Corp is a borrower were trading in the secondary market around 69.13 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$1.2 billion facility is a term loan. The loan is scheduled to mature on January 29, 2027. The amount is fully drawn and outstanding. Castle US Holding Corporation, through its parent company, which is in the process of being acquired by Platinum Equity LLC, provides database tools and software to public relations and communications professionals. CASTLE US HOLDING: $295M Bank Debt Trades at 31% Discount --------------------------------------------------------- Participations in a syndicated loan under which Castle US Holding Corp is a borrower were trading in the secondary market around 69.4 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$295 million facility is a term loan. The loan is scheduled to mature on January 29, 2027. The amount is fully drawn and outstanding. Castle US Holding Corporation, through its parent company, which is in the process of being acquired by Platinum Equity LLC, provides database tools and software to public relations and communications professionals. CASTLE US HOLDING: EUR500 Bank Debt Trades at 22% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Castle US Holding Corp is a borrower were trading in the secondary market around 79 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The EUR500 million facility is a term loan. The loan is scheduled to mature on January 29, 2027. The amount is fully drawn and outstanding. Castle US Holding Corporation, through its parent company, which is in the process of being acquired by Platinum Equity LLC, provides database tools and software to public relations and communications professionals. CBL & ASSOCIATES: $884M Bank Debt Trades at 18% Discount -------------------------------------------------------- Participations in a syndicated loan under which CBL & Associates HoldCo I LLC is a borrower were trading in the secondary market around 82.19 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$884 million facility is a term loan. The loan is scheduled to mature on November 1, 2025. About US$853 million of the loan is drawn and outstanding. CBL & Associates Properties, Inc. (CBL) is a self-managed, self-administered, fully integrated real estate investment trust (REIT). CELSIUS NETWORK: Judge Denies Frishberg's Cost Cutting Motion ------------------------------------------------------------- Chief Bankruptcy Judge Martin Glenn, on Wednesday, Nov. 2, 2022, issues a memorandum opinion and order denying the creditor Daniel A. Frishberg's motion for an order compelling Celsius Network LLC and its debtor-affiliates to institute cost saving measures. Specifically, Frishberg asks the Court to order the Debtors to stop paying "any and all bonuses/unnecessary benefits/perks/rewards" other than employee salaries and that the Debtors make significant cuts to personnel. Frishberg also requests that the Court enter an order requiring the Debtors to submit an anonymized list of all their employees/contractors, along with the person's job title, and their total salary. Finally, Frishberg asks that the Examiner, UCC and/or the US Trustee investigate the best way to cut costs and present their finding at a hearing. If the Debtors "continue to be unable to properly fulfill their fiduciary duties," Frishberg asks that the Court appoint a Chapter 11 Trustee, and Frishberg reserves the right to do. The Debtors argue that absent a contrary order from the Court, a debtor may operate its business using its business judgment. Further, the Debtors contend that they have made and continue to make progress on "managing their expenses" — claiming that they have reduced personnel costs by approximately 70% (approximately $70 million per year) and have also reduced daily operational costs by more than 70% (at least $80 million per year). On Aug. 17, 2022, the Court entered the Final Order authorizing the Debtors to pay salary obligations in the ordinary course. On Oct. 11, 2022, the Debtors moved for the approval of its Key Employee Retention Plan ("KERP Motion"). In its response to the KERP Motion, the Committee notes that since the beginning of these Chapter 11 Cases, the Committee has worked with and pushed the Debtors to reduce overhead and cut costs. The Committee claims that Debtors have acted and significantly reduced their cash burn. The Committee further notes that as a result of steps taken by the Debtors, as of the date the KERP Motion was filed, the Debtors had approximately 274 employees — down from over 900 at the beginning of 2022. Other steps have also been taken to control the costs in this case. On Oct. 20, 2022, the Court entered an order appointing Christopher Sontchi, as an independent fee examiner. Even when liberally construed, the Court finds Frishberg's Cost Cutting Motion provides no legal support for his requested relief. The Court explains that as debtors-in-possession, the Debtors have the right to run their business according to their informed business judgment. The Court says it has thoroughly reviewed the Debtors' employee wage obligations before entering the Employee Wage Order, which gave the Debtors the right to honor salary obligations in the ordinary course. The Court points out that the Employee Wage Order also requires the Debtors to provide the Committee and U.S. Trustee with notice if they make any material modifications to their compensation structure and prohibits them from awarding non-ordinary course bonuses without further order of the Court. Accordingly, part of Frishberg's requested relief — that the Debtors "stop paying any and all bonuses/unnecessary benefits/perk/rewards (in effect, anything other than the original salary)" — is largely already in effect. While the initial KERP Motion was denied, the Court maintains that the Debtors may renew their motion on a proper evidentiary showing to justify the payment of bonuses to non-insiders — and all parties-in-interest, including Mr. Frishberg, will have an opportunity to review and object to any renewed KERP motion. Additionally, there are mechanisms for the Court to monitor costs, notwithstanding the Court's deference to the business judgments of the Debtors. A full-text copy of the Memorandum Opinion and Order dated Nov. 2, 2022, is available at https://tinyurl.com/3ppdztke from Leagle.com. 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 NETWORK: More Parties Join Custodial Account Holders Group ------------------------------------------------------------------ In the Chapter 11 cases of Celsius Network LLC, et al., the law firm of Togut, Segal & Segal LLP submitted a second verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of Custodial Account Holders. On August 19, 2022, the Togut Firm filed the Verified Statement Pursuant to Bankruptcy Rule 2019 [Docket No. 547], which included an exhibit, attached as Exhibit A that listed the names and addresses of each member of the Ad Hoc Group of Custodial Account Holders, and each member's disclosable economic interests in accordance with Bankruptcy Rule 2019. Since the Togut Firm filed the Verified Statement, additional parties have joined the Ad Hoc Group of Custodial Account Holders. For the avoidance of doubt, no members of the Ad Hoc Group of Custodial Account Holders are insiders of the Debtors. As of Nov. 4, 2022, members of the Ad Hoc Group of Custodial Account Holders and their disclosable economic interests are: Custody Wallet Earn -------------- ---- William Saunders $290,985.47 $26,637.46 David Little $1,850,000 $1,200 Jonandre Dimetros $59,150 $48.95 Stephen Dreikosen $258,901.94 $443.14 Yanxing Ralbovsky $15,500 $2,000 Cheryl Bierbaum $143,955.37 $6,783.44 Elvin R. Turner $155,220.33 Frank Crespo $117,426.79 Ashley Mansour $87,150.26 $82.94 Craig Robinson $56,397.89 $63.83 Karen McLain $47,113.64 $40.37 Julius Gasso $126,088.14 $767.93 Ghassan Haddad $301,743 $89.00 Aaron Stearns $38,162 $0.50 Ravi Abuvala $1,558,813 $1,162 Anthony Calderone $47,701.43 $16,714.70 Rishi Rav Yadav $1,484,101.17 $2,278,538.21 Frank Malcom Bradley $135,071.63 Edward W Champigny $4,000,000 $1,000 Ramzi Audeh $54,102.30 $100.80 Thomas Dean Fikar $438,017.56 $621.23 Ilene Benator $209,987.35 $7,816.37 Gilbert Castillo $501,277.78 $19,540.89 Robert Christiansen $320,727.99 $3,769,521.06 Adrien Guillo $100,600 $100.00 Jesus Armando Saenz $420,000 $76,639.99 Lakshmi Sai Lalitha Gurazada $54,789.44 $45.55 Santosh Praneeth Banda $1,575.51 $35.00 Robert K. Butryn $2,294,373.02 $17,258.27 Christine Lebor $79,835.00 $14.00 Michael Cifani $210,000.00 Paul Frederick $96,349.48 Joey Tuan $270,438.22 $38,507.36 Jan Andersen $132,960.93 Marino Reyes $2,259.45 $12.11 Eduardo Reyes $159,304.42 $517.05 Peter Juiris $596,049.43 $1,352,749.39 Cherktyek Consulting, LLC $1,264,998.99 Melinda Urbano $55,314.53 $109.49 Jedidiah A. Salyards $26,274.18 $26.57 Emil James Kohan $579,113.00 $33,000.00 Harry B. Richardson Jr. $280,384.76 $2,080.17 Jason Smith $113,953.68 $992.47 Calvin Wong $320,099.26 $921.32 Jacob Lindsay $29,950.00 $23,959.94 Andrew Gilmore $61,181.00 $2,557.00 Scott Schmeizer $44,871.00 $3,107.00 John Chiakulas $224,726.92 $17,231.47 Sargam Petra Griffin $36,555.76 $25,601.99 Michael Singer $77,145.00 $300.00 Troy A. Giesselman $540,970.84 $998.48 Harold Kevin Montford $525,050.03 Gerrad Brigham $399,000.00 $75,095.96 Veton Vejseli $145,492.69 $19,980.01 Laura Dronen Smith $16,278.99 $12.74 Hsuan Yao Huang $61,556.20 $46.19 John "Jack" Gibbs $186,568.00 $465,316.00 Allison Chan $18,384.22 Roshandip Singh $165,453.41 $22.50 Keith Suckno $649,524.94 $90,549.11 Chuck Polson $250,417.36 $5,211.73 David Dugger $103,217.92 $175.08 Vito Bruno $54,113.13 Bravein Amalakuhan $52,000.00 $1,320.26 Matthew Dorrington $73,288.27 $53,888.00 Blockchain Momentum $394,596.51 $89.92 Maira Clancy $76,293.68 $195.50 Antonio Alvarez Garcia-Mon $119,781.45 $58.42 Qingyu Xu $122,423.62 $78,669.13 Matthew Eller $226,346.49 $234,393.92 Robbie Dean Sondreal $64,630.21 $1,302.82 Vishalchandra Sen $100,549.17 $100.63 Tejal Patel $102,293.59 $179.06 George Hudson Gilmer $1,601,550.00 Collin Hart $98,365.89 $37.22 Chris Hinrichs $85,836.11 $7,204.46 On or about August 1, 2022, the initial members of the Ad Hoc Group of Custodial Account Holders retained the Togut Firm to represent it in connection with the above-captioned Chapter 11 Cases. Additional members continue to join the Ad Hoc Group of Custodial Account Holders on an ongoing basis, and the Togut Firm will file additional verified statements pursuant to Bankruptcy Rule 2019, as necessary to comply with Bankruptcy Rule 2019. Each member of the Ad Hoc Group of Custodial Account Holders has consented to the Togut Firm's representation of the group. The Togut Firm does not represent any member of the Ad Hoc Group of Custodial Account Holders in its individual capacity or with respect to any property interests other than in connection with the Celsius Custody Service. Counsel for Ad Hoc Group of Custodial Account Holders can be reached at: TOGUT, SEGAL & SEGAL LLP Kyle J. Ortiz, Esq. Bryan M. Kotliar, Esq. One Penn Plaza, Suite 3335 New York, NY 10119 Tel: (212) 594-5000 E-mail: kortiz@teamtogut.com bkotliar@teamtogut.com A copy of the Rule 2019 filing is available at https://bit.ly/3Ubfuky at no extra charge. 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. CINEWORLD GROUP: Advised Group of Lenders on $855M Term Loan ------------------------------------------------------------ Davis Polk advised an ad hoc group of lenders in connection with a secured prepetition facility in Cineworld's chapter 11 proceedings Davis Polk advised an ad hoc group of lenders to Cineworld Group plc (together with its subsidiaries, "Cineworld") in connection with Cineworld's approximately $855 million prepetition priming term loan in Cineworld's chapter 11 proceedings. On October 31, 2022, the U.S. Bankruptcy Court for the Southern District of Texas entered an order approving the post-petition facility on a final basis and authorizing the release of funds to pay the prepetition priming facility obligations in full, including accrued and unpaid interest and make-whole premiums. The Davis Polk restructuring team included partners Brian M. Resnick and Adam L. Shpeen, counsel Christian Fischer and associates Stephanie Massman and Stella Li. All members of the Davis Polk team are based in the New York office. About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsels; PJT Partners, LP as investment banker; AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP as tax service provider. Kroll is the claims agent. CINEWORLD GROUP: Court OKs Cash Collateral Access, $1.9B DIP Loan ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Cineworld Group, PLC and its debtor-affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors obtained a senior secured superpriority priming U.S. dollar term loan facility in the aggregate principal amount of $1.935 billion, in accordance with, and subject to the terms and conditions set forth in, the DIP Credit Agreement, dated as of September 9, 2022. Of this amount: (a) $664 million may be drawn by Crown Finance US, Inc., in accordance with, and subject to the terms and conditions set forth in the DIP Credit Agreement; (b) $1 billion will be used, together with all other amounts constituting the Priming Loan Refinancing Escrow Amount, to refinance, in full in cash, all outstanding Prepetition Priming Facility Obligations; and (c) $271 million will be used to effectuate a "take-out" of the outstanding principal amount of the EUR 122.910 million and $112.500 Facilities Agreement and as amendment and restatement agreement dated May 24, 2022 by and among Crown NL Holdco B.V., as Topco, Cinema City Holding B.V., as Parent, Cinema City Finance (2017) B.V., as Borrower, Kroll Agency Services Limited, as administrative and collateral agent, the obligors from time to time party thereto, and the lenders from time to time party thereto, pursuant to which an approximately EUR 123 million term loan facility and an approximately $112.5 million term loan facility were made available to RoW Borrower, pursuant to the terms and conditions of the senior superpriority Secured Debtor-in-Possession Credit Agreement by and among: * Crown Finance, as borrower; * Crown UK HoldCo Limited, as holdings; * Barclays Bank PLC, as administrative agent and collateral agent; and * certain of the Prepetition Legacy Facility Lenders that are members of the ad hoc group represented by Arnold & Porter Kaye Scholer LLP and Houlihan Lokey, Inc. that execute a backstop commitment agreement, and their respective successors and assigns; and * certain Prepetition Legacy Facility Lenders that, after the Closing Date agree to participate in the DIP Facility, and their respective successors and assigns, the terms and conditions as set forth in the DIP Credit Agreement. Pursuant to the Credit Agreement, dated as of February 28, 2018, entered into by and among (a) Holdings, (b) Crown Finance, as Borrower, (c) the lenders party thereto, and (d) Barclays Bank PLC, as Administrative Agent, the Prepetition Legacy Facility Secured Parties agreed to extend loans and other financial accommodations to, and issue letters of credit for the account of, the Borrower pursuant to the Prepetition Legacy Facility Loan Documents, specifically providing for: (A) $3.325 billion in U.S. dollar-denominated term loans, (B) EUR607.643 million of euro denominated term loans, (C) $462.5 million in revolving credit commitments, and (D) $650 million in incremental U.S. dollar-denominated term loans. As of the Petition Date, the applicable Debtors were indebted and liable to the Prepetition Legacy Facility Secured Parties, pursuant to the Prepetition Legacy Facility Loan Documents, an aggregate principal amount of approximately $3.939 billion plus all accrued and unpaid interest thereon and any additional fees, expenses, and other amounts now or hereafter due under the Prepetition Legacy Facility Loan Documents. Pursuant to the Credit Agreement, dated as of November 23, 2020, entered into by and between (a) Holdings, (b) Crown Finance, as borrower, (c) the lenders party thereto, and (d) Barclays Bank PLC, as Administrative Agent, the Prepetition Priming Facility Secured Parties agreed to extend loans and other financial accommodations to the Borrower pursuant to the Prepetition Priming Facility Loan Documents, specifically providing for: (A) Initial Term B-1 Loans in the original principal amount of $450 million, (B) Initial Term B- 2 Loans in the original principal amount of $110.8 million and (C) 2021 Incremental Term B-1 Loans in the original principal amount of $200 million. As of the Petition Date, the applicable Debtors were indebted and liable to the Prepetition Priming Facility Secured Parties, pursuant to the Prepetition Priming Facility Loan Documents, in an aggregate principal amount of Initial Term B-1 Loans of $544.585 million, an aggregate principal amount of 2021 Incremental Term B-1 Loans $200 million and an aggregate principal amount of Initial Term B-2 Loans of $110.800 million plus (x) all accrued and unpaid interest thereon in the aggregate amount of $18.500 million, (y) the Applicable Premium and (z) any additional fees, expenses, and other amounts now or hereafter due under the Prepetition Priming Facility Loan Documents. The Debtors have a continuing need to use cash collateral and obtain credit pursuant to the DIP Facility in order to, among other things, enable the orderly continuation of their operations, to administer and preserve the value of their estates, and to consummate (A) the Priming Loan Refinancing and (B) the RoW Loan Transaction. The Debtors are permitted to use cash collateral and borrow under the DIP Facility; provided that on the date of this Final Order, funds held in the Priming Loan Refinancing Escrow will be used to consummate the Priming Loan Refinancing, $271 million has already been used under the Interim Order to consummate the RoW Loan Transaction, and any proposed use of the proceeds of DIP Loans or use of cash collateral will be consistent with the terms and conditions of the Interim Order, the Final Order, and the DIP Documents. As adequate protection, the Prepetition First Lien Agents, for the benefit of all the Prepetition First Lien Secured Parties, are granted pursuant to sections 361, 363(e), and 364 of the Bankruptcy Code, valid, binding, enforceable and perfected replacement liens on and security interests in the DIP Collateral, including the proceeds of Avoidance Actions provided, that the First Lien AP Liens will not apply to property of entities which were not obligors under the Prepetition First Lien Loan Documents; and provided further, that any First Lien AP Liens may recover from the proceeds of any Avoidance Actions or commercial tort claims only after the holder of such First Lien AP Lien has made commercially reasonable efforts to seek recovery from other collateral for such liens. The First Lien AP Liens on such DIP Collateral will be junior and subordinate only to the Carve-Out, the DIP Liens, and the Senior Permitted Liens; The First Lien AP Liens will otherwise be senior to all other security interests in or liens on any of the DIP Collateral, and continue to be subject to the prepetition intercreditor arrangements governing the relationship between the prepetition secured parties under the Prepetition Priming Credit Agreement and the Prepetition Legacy Credit Agreement (unless and until the Priming Loan Refinancing has occurred). The First Lien AP Liens will be in addition to all valid and enforceable liens and security interests now existing in favor of the Prepetition First Lien Secured Parties and not in substitution therefor. Until the DIP Obligations are Paid in Full, the Debtors must strictly perform in accordance with the Budget, subject to the Variance Limit, and subject to the following covenant: As of the last Business Day of each calendar week, the total amount of unrestricted cash held by the Debtors that are DIP Obligors (excluding, for the avoidance of doubt, any cash held by the obligors on the RoW Credit Facility) will be at least $30 million. As part of the consensual resolution of the Creditors' Committee's and certain landlords' objections to the Motion, the Debtors are authorized and directed to pay Stub Rent to those affected landlords party to certain of the Debtors' non-residential real property leases in the United States in the minimum amount of $5 million per month -- Minimum Monthly Stub Rent -- for four months, beginning on the last Business Day of November 2022, and continuing through the last Business Day of each consecutive month thereafter ending on the last Business Day of February 2023 -- Minimum Monthly Stub Rent Period. A copy of the order and the Debtor's budget is available at https://bit.ly/3fCz3U0 from PacerMonitor.com. The budget provides for total operating disbursements, on a monthly basis, as follows: $271,188 for November 2022; $362,588 for December 2022; $312,287 for January 2023; $306,655 for February 2023; $296,277 for March 2023; $276,527 for April 2023; $255,412 for May 2023; and $345,213 for June 2023. About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. Judge Marvin Isgur oversees the case. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsels; PJT Partners, LP as investment banker; AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP as tax service provider. Kroll is the claims agent. Davis Polk & Wardwell LLP represents the ad hoc group of Prepetition Priming Facility Lenders. Houlihan Lokey, Inc. serves as advisor to the Majority Lenders. CINEWORLD GROUP: Gets Court Nod to Pursue Buyer, Pay Theater Rent ----------------------------------------------------------------- A Texas bankruptcy judge on Monday, October 31, 2022, gave movie theater chain Cineworld final approval to tap into $1.9 billion in Chapter 11 financing, after hearing that the company had struck a deal with the unsecured creditors' committee to seek a buyer and pay at least $20 million in back rent. The Official Committee of Unsecured Creditors said Oct. 31, 2022, that following several weeks of hard-fought arm's-length discussions directly between the Committee and the DIP Lenders, they have reached a consensual resolution on the terms of the DIP Facility, as reflected in the Amended DIP Order, which is supported by the Debtors. As modified, the Amended DIP Order (i) contains reasonable Milestones that allow the Debtors' to explore potential alternative transactions pursuant to a robust process under an adequate timeline, to the benefit of all parties in interest, (ii) provides at least a minimum of $20 million of stub rent payments to be paid prior to the effective date of any plan, with any unpaid amounts paid on the plan effective date, (iii) affords liens and superpriority administrative expense claims for postpetition intercompany transactions so creditors at each entity are not prejudiced by intercompany transfers, (iv) provides that there will be no adequate protection liens against entities that are not obligors of the debt, (v) through a marshalling concept, provides that avoidance action proceeds and commercial torts will be preserved for unsecured creditors, (vi) gives the Committee consultation and information rights with respect to the alternative value-maximizing transaction process, Business Plan, and other important key aspects in the Debtors' chapter 11 cases, (vii) extends the Challenge Period as to the Prepetition Legacy Facility, (viii) preserves all rights of the Committee to challenge the addition of Cineworld Funding (Jersey) Limited as a guarantor or obligor under the DIP Facility, (ix) provides certain relief to creditors at Cineworld Group Plc, to argue it did not receive a benefit under the DIP Facility, and (x) increases the Committee's Investigation Budget. As originally proposed, the DIP Facility would have locked the Debtors into a single exit strategy and a short timeline that would not have allowed exploration of strategic alternatives to maximize the value of the estate for the benefit of all stakeholders. Furthermore, the DIP Facility would have unduly limited the Committee's ability to thoroughly exercise its statutory duties by restricting both the budget and time by which the Committee could conduct its investigation. At the first day hearing, the Court challenged the not-yet formed Committee to find alternative financing. Not long after the first day hearing, the Committee was formed and is currently comprised of nine members with a wide diversity of interests consisting of landlords, a major studio, vendors, an indenture trustee, and a judgment creditor. Shortly after its inception, the Committee was approached by a group of large, well-known funds with a proposal to provide alternative financing on potentially better economic and non-economic terms than the originally proposed DIP Facility. With this potential alternative financing in hand, the Committee remained persistent in brokering and advancing discussions with the alternative lenders, DIP Lenders, and the Debtors to ensure that the terms Debtors' financing would benefit all parties in interest. While this alternative financing did not ultimately materialize, it led to conversations first, with the DIP Lenders, and then eventually the Debtors, that culminated in what is now before the Court-- the Amended DIP Order that has the support of the Committee. Reaching this global resolution with the DIP Lenders that is supported by the Debtors was no small feat for the Committee. The Committee's negotiations with the DIP Lenders and the Debtors have resulted in a number of favorable modifications to the DIP Facility, including, but not limited to: a. Extended milestones to accommodate an alternative value-maximizing transaction process that will commence following completion of a Business Plan, in which the Debtors will test the market for alternatives paths of reorganization that would maximize value to all of the Debtors' constituents, including third-party sale transaction, plan sponsorship, standalone reorganization, or other resolution. Such market test will be a collaborative effort between the advisors to the Debtors, DIP Lenders, and the Committee. b. Extended the Challenge Period as to the Prepetition Legacy Facility to 80 days following the appointment of the Committee and increased the Committee's investigation budget to $500,000. c. Soft marshalling with respect to any Avoidance Action proceeds and commercial tort claims, such that the holder of any DIP liens and superpriority claims, or adequate protection liens and superpriorty claims, may recover from the proceeds of any Avoidance Actions and commercial tort claims only after such holder has made commercially reasonable efforts to seek recovery from other collateral for such liens and claims. d. Payment of stub rent at a minimum of $5 million per month for four months, beginning in November 2022, with potential for increased payments if the Debtors beat the budget. The balance of the stub rent will be paid on the effective date of a plan, as will be reflected in the budget. In the event stub rent is not paid in accordance with the agreed terms, the Committee and affected landlords will have the ability to assert a surcharge against the DIP Lenders' collateral under section 506(c) of the Bankruptcy Code. e. Liens and superpriority administrative expense claims against Debtor transferees on account of any postpetition intercompany transactions between Debtors, as well as a requirement that Debtors take all commercially reasonable steps to obtain a security interest to secure the repayment of any intercompany transaction with non-Debtor affiliates. f. No adequate protection liens on the property of entities that are not obligors under the prepetition loan documents and all rights of the Committee are preserved to challenge the addition of Cineworld Funding (Jersey) Limited as a guarantor or obligor under the DIP Facility, as such entity is not currently a guarantor or obligor. g. Preservation of rights for any party with requisite standing to argue that Cineworld Group Plc did not receive any benefit under the DIP Facility. h. Committee consultation and information rights with respect to development of the Debtors' Business Plan, including receiving drafts of the Business Plan contemporaneously with the DIP Lenders and reasonable opportunity to review and comment on such materials. Although the Committee sought better economic terms of the DIP Facility, including reversal of the prepetition priming facility refinancing and reduction of the interest rates and make-whole premium, the Committee was ultimately willing to forgo addressing those terms in light of the other significant amendments made to the DIP Facility pursuant to the Amended DIP Order. Considering mutual concessions, the Committee believes it has reached a fair deal with the DIP Lenders and Debtors that will put all parties on proper footing going forward. In light of these material changes, the Committee believes that the Amended DIP Order is appropriate, beneficial to all stakeholders, and will set the stage for a more complete and robust process as the Debtors' chapter 11 cases progress. The Committee looks forward to working constructively with the Debtors and DIP Lenders throughout the alternative value-maximizing transaction process and these cases more generally to ensure a chapter 11 process that maximizes value for all parties in interest. The Court on Oct. 31, 2022, entered a final order authorizing the Debtors to obtain DIP financing and access cash collateral. The Court authorized the Debtors to incur senior secured postpetition obligations on a superpriority basis in respect of a senior secured superpriority priming U.S. dollar term loan facility ("DIP Facility") in the aggregate principal amount, of $1,935,000,000 pursuant to a Senior Superpriority Secured Debtor-in-Possession Credit Agreement, by and among Crown Finance, as borrower (in such capacity, the "DIP Borrower"), Crown UK HoldCo Limited, as holdings ("Holdings"), the guarantors party thereto, Barclays Bank PLC, as administrative agent and collateral agent (in such capacities, the "DIP Agent"), and certain of the Prepetition Legacy Facility Lenders that are members of the ad hoc group represented by Arnold & Porter Kaye Scholer LLP and Houlihan Lokey, Inc. that execute a backstop commitment agreement, and their respective successors and assigns (collectively, the "Backstop Parties") and certain Prepetition Legacy Facility Lenders (as defined below and other than the Backstop Parties) that, after the Closing Date agree to participate in the DIP Facility. The DIP facility is comprised of: (a) $664 million of which Crown Finance US, Inc. (the "Borrower") shall be permitted to draw, in accordance with, and subject to the terms and conditions set forth in the DIP Credit Agreement (the "Working Capital Loans"); (b) $1,000,000,000 to refinance, in full in cash, all outstanding Prepetition Priming Facility Obligations (the “Priming Loan Refinancing”), and (c) $271,000,000 to effectuate a "take-out" of the outstanding principal amount of the EUR 122,910,521.14 and USD 112,500,000 Facilities Agreement, dated 19 June 2020, as amended by an amendment agreement dated 29 June 2020, and as further amended by an amendment agreement dated 7 August 2020 and as further amended by an amendment and restatement agreement dated 24 May 2022 by and among Crown NL Holdco B.V. ("Dutch TopCo"), as Topco, Cinema City Holding B.V., as Parent, Cinema City Finance (2017) B.V., as Borrower (the "RoW Borrower"), Kroll Agency Services Limited, as administrative and collateral agent (the "RoW Agent"), the obligors from time to time party thereto (the "RoW Obligors"), and the lenders from time to time party thereto (the "RoW Lenders") (as amended, the "RoW Credit Agreement"), pursuant to which an approximately EUR 123 million term loan facility and an approximately $112.5 million term loan facility were made available to RoW Borrower. About Cineworld Group PLC London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. COMMUNITY ECO: Updates Alterna Agreement; Plan Hearing Dec. 8 ------------------------------------------------------------- Community Eco Power, LLC, et al., and the Official Committee of Unsecured Creditors ("Plan Proponents") submitted a Second Amended Disclosure Statement with respect to the Joint Plan of Liquidation dated October 31, 2022. Prior to the Petition Date, the Debtors engaged in various transactions with parties that resulted in the Debtors incurring debt obligations and granting Liens on some of the Debtors' assets to secure those obligations. On or about August 19, 2020, the Debtors entered into that certain Invoice Purchase and Security Agreement (the "Alterna Agreement") with Alterna Capital Solutions, LLC ("Alterna"). In order to secure the Debtors' obligations to Alterna under the Alterna Agreement, the Debtors granted Alterna Liens in all or substantially all of the Debtors' personal property, including cash collateral. As of the Petition Date, the aggregate principal amount outstanding under the Alterna Agreement was approximately $1,391,000. As of the date of this Disclosure Statement, the outstanding balance owed to Alterna was approximately $41,000. Class Seven consists of Allowed General Unsecured Claims. In full and final satisfaction of the Allowed General Unsecured Claims in Class Seven, each Holder of an Allowed General Unsecured Claim in Class Seven shall receive its Pro Rata share of any beneficial interest in the Remaining Assets, including Cash remaining in the Liquidating Trust, after satisfaction of the Allowed Claims in Classes One through Six, Allowed Unclassified Claims, and the Liquidating Trust Expenses, less any Cash reserve required to winddown the Liquidating Trust as reasonably determined by the Liquidating Trustee. This Class will receive a distribution of 22.5% of their allowed claims. The Liquidating Trustee shall: (i) in accordance with Article 6.16, make the Initial Distributions to Holders of Allowed General Unsecured Claims pursuant to Class Seven; and (ii) make subsequent Distributions under Class Seven upon a schedule to be determined by the Liquidating Trustee until all Remaining Assets designated for the benefit of Holders of Allowed General Unsecured Claims in Class Seven have been disbursed in accordance with the Plan and this Class Seven. Such Claims in Class Seven are, therefore, Impaired and entitled to vote on the Plan. The Interests in Class Eight are Impaired. The Holders of Interests in Class Eight shall not receive or retain any property or interest in property on account of such Interests, such Interests shall be cancelled, extinguished, and discharged upon termination of the Liquidating Trust, and the Holder of Class Eight Interests shall take nothing under the Plan, provided, however, that all powers and authorities vested in the Interests shall be transferred to the Liquidating Trust and exercisable by the Liquidating Trustee immediately upon the Effective Date until cancelled hereunder. Holders of Administrative Claims accruing from the Petition Date through the Effective Date, other than Professional Fee Claims and Claims for U.S. Trustee Fees, shall File and serve on the Plan Proponents requests for payment, in writing, together with supporting documents, substantially complying with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, so as to actually be received on or before the Final Administrative Claim Bar Date. The Liquidating Trustee shall pay all Allowed Administrative Claims (other than Professional Fee Claims) not later than 5 business days after such Claims become Allowed, unless otherwise agreed between the Liquidating Trustee and the Holder of the Allowed Administrative Claim. Any Administrative Claim (other than Professional Fee Claims and U.S. Trustee Fees) not Filed with the Bankruptcy Court by the Final Administrative Claim Bar Date shall be: (i) deemed waived by such Holder; (ii) immediately Disallowed without further action by the Bankruptcy Court or the Debtors; and (iii) the Holder of such Claim shall be forever barred from receiving a Distribution on account thereof. The Final Administrative Claim Bar Date is the date that is 14 days after the Effective Date of the Plan. The Rejection Damages Bar Date means the deadline by which a counterparty to an Executory Contract rejected by a Debtor must File a Proof of Claim for damages arising from such rejection, and shall be, except as otherwise set forth in a separate Final Order of the Bankruptcy Court authorizing the rejection of an Executory Contract and setting a different date for any Entity to assert a Claim arising from such rejection, 30 days after the effective date of the rejection of such Executory Contract, including as to those Executory Contracts that are rejected effective upon entry of the Confirmation Order in accordance with the Plan. The Plan Proponents project that, from the Remaining Assets, the Liquidating Trust will have sufficient Cash to pay Allowed Secured Claims, Allowed Administrative Claims, (including Allowed Professional Fee Claims and U.S. Trustee Fees), Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, the settled Claims with SDI, Covanta, and ISO NE, and the Liquidating Trust Expenses, each to the extent required by the Plan. The Plan provides for the establishment of the Liquidating Trust. Upon the Effective Date, all Remaining Assets will vest in the Liquidating Trust and be administered by the Liquidating Trustee, subject to the terms and conditions in the Plan, the Confirmation Order, and the Liquidating Trust Agreement. The Plan further provides that Cynthia Dixey will be the initial Liquidating Trustee. The Plan contains settlements by and among: (i) the Debtors; (ii) the Creditors' Committee; (iii) SDI; (iv) Covanta; and (v) ISO NE. Under the Plan, the Confirmation Order will constitute approval for the Plan Proponents to enter into, and execute on, those settlements as set forth in the Plan, including under Bankruptcy Rule 9019. The Confirmation Hearing has been scheduled for December 8, 2022 at 12:30 p.m. at the Bankruptcy Court, United States Courthouse, 300 State Street, Springfield, MA 01105 (or via Zoom upon instructions to be provided). Any objection to Confirmation of the Plan must be filed with the Bankruptcy Court and served on the Plan Proponents and the U.S. Trustee so as to be actually received on or before December 1, 2022, at 4:00 p.m. A full-text copy of the Second Amended Disclosure Statement dated October 31, 2022, is available at https://bit.ly/3NJGZ2j from PacerMonitor.com at no charge. Counsel to Debtors: D.Sam Anderson, Esq. Adam R. Prescott, Esq. BERNSTEIN SHUR SAWYER & NELSON, P.A. 100 Middle Street Portland, Maine 04101 (207)774-1200 sanderson@bernsteinshur.com aprescott@bernsteinshur.com Counsel to the Official Committee of Unsecured Creditors: Andrew C. Helman, Esq. DENTONS BINGHAM GREENEBAUM LLP One Beacon Street, Suite 25300 Boston, Massachusetts 02108 andrew.helman@dentons.com -and- April Wimberg, Esq. Gina Young, Esq. DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower, 101 S. Fifth Street Louisville, Kentucky 40202 april.wimberg@dentons.com gina.young@dentons.com About Community Eco Power Community Eco Power, LLC and affiliates, Community Eco Pittsfield, LLC and Community Eco Springfield, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-30234) on June 25, 2021. Richard Fish, president and chief executive officer, signed the petitions. At the time of the filing, Community Eco Power disclosed up to $50,000 in assets and up to $10 million in liabilities. Affiliates, Community Eco Pittsfield and Community Eco Springfield each disclosed $1 million to $10 million in both assets and liabilities. Judge Elizabeth D. Katz oversees the cases. D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith, Esq. at Bernstein, Shur, Sawyer and Nelson, PA, serve as the Debtors' attorneys. RSM US, LLP is the Debtors' accountant. CONDADO ROYAL: Unsecureds' Recovery to Depend on Ashford Suit ------------------------------------------------------------- Condado Royal Palm, Inc., submitted an Amended Disclosure Statement dated October 26, 2022. On May 18, 2022, debtor filed Motion for Approval of a Purchase and Sale Agreement Pursuant to Section 363 of the Bankruptcy Code, Free and Clear of all Liens, Claims, Interests and Encumbrances. Through the efforts of the real estate broker, the Debtor has been able to procure a private sale over the appraisal amount for $8,300,000. On June 24, 2022, the Court entered an Order approving the Sale. Closing of the sale was completed on July 6, 2022. After all selling expenses, notarial expenses were paid or authorized reserves made, the Debtor moved the Court for the consignment of Net Proceeds in the amount of $1,737,943. Accordingly, to this date, the amount of $1,737,943 remain consigned with the Bankruptcy Court. The lease agreement was also assumed and transferred to purchaser. Therefore, debtor no longer operates a business nor receives income from such lease agreement nor any other source. The consigned funds will provide the funding for Debtor's Amended Plan. The Order approving the sale provides the custody, assurances and adequate protection afforded to debtor and the contested creditor Ashford R.J.F. Inc., while the pending controversies between these parties are resolved. In sum, "[t]he Consigned Funds shall remain in the control of the Bankruptcy Court, until either the Debtor or Ashford prevails in the bona fide dispute identified above, through a final non appealable judgment entered by a court with jurisdiction, and/or until the parties file a stipulation for the withdrawal, with such agreement being filed and approved by a court with jurisdiction". Class 2 is comprised of ASFHORD R.J.F. INC., which has filed Proof of Claim Number 3, with the secured amount of $4,007,814.50. The creditor relies on a junior mortgage note payable to bearer with a scheduled face amount of $3,200,000. Ashford R.J.F. Inc., per on account of this mortgage note. The allowance of the claim and the validity of the lien are disputed on Adversary Proceeding No. 22-00041. However, this creditor has retained its lien on funds consigned with the Court in the amount of $1,734,943 subject to the pending dispute of allowance of its lien and/or claim. Under the Plan, Class 3 General Unsecured Creditors total $9,088,772. The distributions to this Class 3 are contingent to a court's adjudication on the disputes with Class 2. In the event that the Debtor is successful in achieving a court judgment which entitles the debtor to receive any or all of the consigned funds at the Bankruptcy Court, then such funds, less any necessary fees or expenses, will be distributed to Class 3 within 30 days upon being received. Then, Class 3 claimants shall receive from the debtors the totality of the funds received by the debtor, less any necessary fees or expenses, to be paid pro-rata to all allowed claimants under this class, which shall be payable in a lump sum and/or 30 days upon being received. Class 3 is impaired. Attorney for the Debtor: Wigberto Lugo-Mender, Esq. Alexis A. Betancourt Vincenty, Esq. LUGO MENDER GROUP, LLC 100 Road 165 Suite 501 Guaynabo, PR 00968-8052 Tel: (787)-707-0404 Fax: (787)-708-0412 E-mail: wlugo@lugomender.com a_betancourt@lugomender.com A copy of the Disclosure Statement dated Oct. 26, 2022, is available at https://bit.ly/3TDT8bf from PacerMonitor.com. About Condado Royal Palm Condado Royal Palm, Inc., is a company in San Juan, P.R., engaged in renting and leasing real estate properties. Condado is a single asset real estate that was the owner of a real property: * A- Land Parking lot with units #10, 11, 12 & 13 located at Condado, San Juan, P.R. Land #572; Folio 214; Tomo 13 Property Register Section San Juan I. Cadaster #040-039- 012-06 802. * B- Land Parking lot with units #14, 15, 16 & 17 located at Condado, San Juan, PR, Land #10,584; Folio 159; Tomo 281 " Property Register Section San Juan I. Cadaster #040- 039-012-19 001. Condado Royal Palm filed a petition for Chapter 11 protection (Bankr. D.P.R. Case No. 22-01282) on May 4, 2022, listing $8,300,995 in total assets and $15,493,286 in total liabilities. Jose A. Ramirez de Arellano, president, signed the petition. Judge Mildred Caban Flores oversees the case. The Debtor tapped Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC as legal counsel and MAM Group, LLC, as real estate consultant. DAVITA INC: S&P Alters Outlook to Negative, Affirms 'BB' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on DaVita Inc. to negative from stable and affirmed its 'BB' issuer credit rating. S&P said, "Our negative outlook reflects the uncertainty around the company's volume trends and labor costs. Specifically, excess mortality rates have negatively affected DaVita's volumes. In addition, we anticipate soft new patient starts and continued missed treatment rates will offset the expected increase in its revenue per treatment. Further, we believe the company's reliance on contract labor, along with continued wage pressure, will burden its margins." S&P sees continued uncertainty around DaVita's volume growth. The company's volumes have been negatively affected by increased mortality rates related to COVID-19, higher-than-normal missed treatment rates, and a lower-than-expected number of new patients. DaVita's volume trends have been slow to recover and any further COVID-related headwinds, especially during the rapidly approaching winter months, could negatively affect its volumes well into 2023. Increased labor cost will continue to pressure the company's margins in 2023. DaVita has experienced high turnover rates and staffing shortages during the pandemic, which have forced it to increasingly rely on contract labor while hiring a significant number of new staff. This has led to significantly higher labor costs, including higher-than-expected training costs. S&P expects these increased costs will pressure DaVita's margins into 2023, though we expect its contract labor costs will begin to moderate as it finishes training its new staff members. S&P said, "We now forecast slightly higher S&P Global Ratings-adjusted debt to EBITDA. We now forecast the company's S&P Global Ratings-adjusted debt to EBITDA will be 4.6x in 2022 and 4.4x in 2023 because lower volumes and higher labor costs will negatively affect its EBITDA expansion. This is in contrast with our previous expectation that DaVita's recovering volumes and steady margins would enable it to achieve leverage of roughly 4.0x in 2023. However, we assume improved reimbursement rates, a new pharmacy supply contract, the continued consolidation of its clinics, and other cost-savings initiatives will help boost the company's margins in 2023." DaVita indicated a change in its capital allocation. S&P expects the company will significantly scale back its share repurchases for the remainder of 2022 and in 2023 and allocate more capital toward deleveraging. In recent years, DaVita has spent a significant amount of its free cash flow on share repurchases. For example, the company spent a combined $3 billion on stock buybacks in 2020 and 2021 and has spent about $800 million on repurchases year-to-date as of Sept. 30, 2022. S&P said, "Our negative outlook reflects the uncertainty around the company's volume trends and labor costs. Specifically, excess mortality rates have negatively affected DaVita's volumes. In addition, we anticipate soft new patient starts and continued missed treatment rates will offset the expected increase in its revenue per treatment. Further, we believe the company's reliance on contract labor, along with continued wage pressure, will burden its margins. "We could consider lowering our rating on DaVita if we think its S&P Global Ratings-adjusted leverage will remain above 4.25x without prospects for near-term deleveraging. This would most likely occur if its volumes are lower than we expect and its costs remain elevated for an extended period. We could also lower our rating if the company maintains its aggressive financial policy, which includes undertaking share repurchases without offsetting increases in its free cash flow or EBITDA. "We could revise our outlook on DaVita to stable if its volumes improve and lead to an increase in its revenue, margins, and EBITDA generation such that we believe there is a strong likelihood its leverage will improve below 4.25x over the next 12 months." ESG credit indicators: E-2, S-2, G-2 S&P said, "Social factors are an integral part of our credit analysis on DaVita. The dialysis industry has attracted controversy in recent years and public opinion toward this industry has been negative. As a top-two dialysis operator in the U.S., DaVita's policies are highly visible and have been under public scrutiny." In particular, the company's use of the charitable premium assistance (CPA) program, which assists patients in acquiring commercial insurance policies (that reimburse for dialysis at much higher rates than Medicare), has led to significant societal scrutiny in recent years. Furthermore, DaVita has estimated a potential decline of $100 million-$250 million in its operating income if the CPA is eliminated. Still, dialysis is an essential and life-saving treatment and S&P views the elimination of the CPA program as a tail risk. DIOCESE OF ROCKVILLE: Committee Taps Lerman as Special Counsel -------------------------------------------------------------- The official committee of unsecured creditors of The Roman Catholic Diocese of Rockville Centre, New York seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Lerman Senter, PLLC as special counsel. The committee needs the firm's legal assistance in matters related to the Federal Communications Commission. Lerman Senter's services include: (a) analyzing, investigating, and assessing regulatory and legal aspects of the diocese's FCC licenses, spectrum leases and other communications assets; (b) advising, negotiating, and advocating on behalf of the committee with respect to the sale contemplated in the previously filed FCC-related motions or any other sale, disposition or continued retention of the diocese's FCC licenses and other communications assets; (c) engaging in potential mediation or other resolution of the claims, demands and lawsuits related to the diocese's FCC licenses and other communications assets; and (d) providing related advice and assistance to the committee as necessary. Lerman Senter will be paid at these rates: Partners $530 to $675 per hour Counsel and Associates $290 to $635 per hour Paralegals $225 to $250 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Lerman Senter disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months pre-petition, disclose your billing rates and material financial terms for the pre-petition engagement, including any adjustments during the 12 months pre-petition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: To be provided. Stephen Coran, Esq., a partner at Lerman Senter, 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: Stephen E. Coran, Esq. Lerman Senter, PLLC 2001 L Street, NW, Suite 400 Washington, DC 20036 Tel: (202) 416-6744 Email: scoran@lermansenter.com About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. The Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DIOCESE OF ROCKVILLE: Mediation With Committee to Continue ---------------------------------------------------------- The Roman Catholic Diocese of Rockville Centre and the committee representing victims of childhood sexual abuse told a New York bankruptcy judge that mediation will continue this month, but the costs of the case are mounting. Ahead of the status conference scheduled for Nov. 2, 2022, Corinne Ball of Jones Day, counsel for the Diocese, wrote to The Honorable Martin Glenn that mediation sessions with the Official Committee of Unsecured Creditors will go on in the next two months in hopes of reaching a global settlement. Mediation sessions occurred on the following dates: Sept. 29, Oct. 6, Oct. 14, October 19-20, and Oct. 26-27. The Diocese made its most recent settlement proposal to the Creditor's Committee on Oct. 25, 2022. A resolution has not been reached. Additional mediation sessions are scheduled for Nov. 15-16, with additional dates being held in early December. According to Ms. Ball, the Diocese remains eager to move this case towards a resolution as soon as possible, with an eye towards a global resolution. But she notes that the case has been pending for over two years. Prior Diocesan bankruptcies have, on average, lasted just short of two and half years between the date of the chapter 11 petition and the order confirming a chapter 11 plan. However, recent trends are not encouraging. For example, currently pending Diocesan bankruptcy cases have on average already exceeded the two and half year average. Some of those cases look to be poised for confirmation, while others appear still years away. Those timeframes are not an option in this proceeding, particularly given the administrative burdens in this case. According to Ms. Ball, the Debtor remains committed to taking all steps necessary to advance this case and achieve a global resolution. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. The Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively E QUALCOM CORP: Taps Clear Cut Tax as Accountant ------------------------------------------------ E Qualcom, Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Clear Cut Tax & Accounting as its accountant. The firm's services include: (a) preparing all necessary tax returns for the Debtor; (b) advise the Debtor regarding potential transactions concerning the estate; and (c) preparing or assisting in the preparation of all necessary financial documents and monthly operating reports. Clear Cut Tax & Accounting be paid for the preparation of monthly operating reports on a per-item fee of $300. Meanwhile, the firm will be paid the amount of $450 for the preparation and filing of tax returns. Jose Marquez, a partner at Clear Cut Tax & Accounting, 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: Jose I. Marquez Clear Cut Tax & Accounting 340 S State Road 7 Plantation, FL 33317 Tel: (954) 584-3839 Email: jose@clearcuttaxes.com About E Qualcom Corp. E Qualcom, Corp. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-15957) on Aug. 1, 2022, with as much as $10 million in both assets and liabilities. Aleida Martinez-Molina has been appointed as Subchapter V trustee. Judge Peter D. Russin oversees the case. David W. Langley, Attorney At Law is the Debtor's counsel. EASTERN NIAGARA: No Decline in Patient Care, 11th PCO Report Says ----------------------------------------------------------------- Michele McKay, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Western District of New York her 11th report regarding the quality of patient care provided at the health care facilities operated by Eastern Niagara Hospital, Inc. The report covers the period from Aug. 12 to Oct. 22 during which two visits to the facilities were made by the patient care ombudsman. For the timeframe of the report, there are no findings of decline in patient care. Eastern Niagara Hospital and the Express Care, Occupational Medicine and Surgery Center on Transit Road continue to operate in a manner that provides acceptable care to patients. The facilities have enough supplies and equipment required for patient care and have been able to provide the needed nursing coverage by utilizing existing staff, according to the report. A copy of the 11th ombudsman report is available for free at https://bit.ly/3WpKeje from PacerMonitor.com. About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org-- is a not-for-profit organization focused on providing general medical and surgical services. Eastern Niagara Hospital sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10903) on July 8, 2020, with $10 million to $50 million in both assets and liabilities. Judge Michael J. Kaplan oversees the case. The Debtor tapped Barclay Damon, LLP as its bankruptcy counsel; Francis P. Weimer, Esq., as special counsel; Freed Maxick CPAs, P.C. as financial advisor; and Lumsden & McCormick, LLP as accountant. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Nov. 22, 2019. Bond Schoeneck & King, PLLC and Next Point, LLC serve as the committee's legal counsel and financial advisor, respectively. Michele McKay was appointed as patient care ombudsman in the Debtor's bankruptcy case. Jeffrey Dove, Esq., is the PCO's attorney. ECSEM CORPORATION: Taps Gandia-Fabian Law Office as Counsel ----------------------------------------------------------- Ecsem Corporation seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Gandia-Fabian Law Office as its legal counsel. The Debtor requires an attorney to: a. give legal advice regarding its duties, powers and responsibilities in its Chapter 11 case under the laws of the United States and Puerto Rico where it conducts its operations or business, or is involved in litigation; b. advise the Debtor to determine whether a reorganization is feasible and, if not, help the Debtor in the orderly liquidation of its assets; c. assist in negotiations with creditors for the purpose of arranging the orderly liquidation of assets or for proposing a viable plan of reorganization; d. prepare legal papers; e. appear before the bankruptcy court or any court in which the Debtor asserts a claim interest or defense directly or indirectly related to this bankruptcy case; and f. perform other necessary legal services for the Debtor. Gandia-Fabian Law Office will be paid at these rates: Mary Ann Gandia-Fabian $300 per hour Senior Attorney $300 per hour Junior Attorney $250 per hour Accounting Analyst $125 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. The firm received a retainer from the Debtor in the amount of $10,000. Mary Ann Gandia-Fabian, Esq., a partner at Gandia-Fabian Law Office, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mary Ann Gandia-Fabian, Esq. Gandia-Fabian Law Office P.O. Box 270251 San Juan, PR 00928 Tel: (787) 390-7111 Fax: (787) 729-2203 Email: gandialaw@gmail.com About Ecsem Corporation Ecsem Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 22-03006) on Oct. 19, 2022, with up to $500,000 in both assets and liabilities. Judge Mildred Caban Flores oversees the case. The Debtor tapped Mary Ann Gandia-Fabian, Esq., at Gandia-Fabian Law Office as counsel. EXWORKS CAPITAL: Dec. 15 Plan & Disclosure Statement Hearing Set ---------------------------------------------------------------- Exworks Capital, LLC filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order approving the Disclosure Statement. On Oct. 31, 2022, Judge Brendan L. Shannon granted the motion and ordered that: * Dec. 15, 2022 at 10:00 a.m. is the combined hearing on final approval of the adequacy of the Disclosure Statement and confirmation of the Amended Plan. * Dec. 5, 2022 at 4:00 p.m. is the deadline to file objections to the adequacy of the Disclosure Statement and confirmation of the Amended Plan. * Dec. 6, 2022 at 4:00 p.m. is the deadline for the Debtor to file the Voting Report. * Dec. 12, 2022 at 4:00 p.m. is the Deadline for the Debtor (and other parties in support of the Amended Plan) to file a brief in support of confirmation of the Amended Plan and/or a reply to any objections to the final approval of the Disclosure Statement and confirmation of the Amended Plan. * Dec. 5, 2022 at 5:00 p.m. is the deadline to submit Ballots to accept or reject the Amended Plan. A copy of the order dated October 31, 2022, is available at https://bit.ly/3E3uE5J from PacerMonitor.com at no charge. Counsel for the Debtor: Michael A. VanNiel, Esq. Alexis C. Beachdell, Esq. Joseph M. Esmont, Esq. Scott E. Prince, Esq. BAKER & HOSTETLER LLP 127 Public Square, Suite 2000 Cleveland, OH 44114 - and - Jeffrey J. Lyons, Esq. 1201 N. Market Street, Suite 1402 Wilmington, DE 19801 About Exworks Capital ExWorks Capital, LLC is an Oak Brook, Ill.-based company engaged in financial investment activities. ExWorks filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10213) on March 14, 2022, with up to $500,000 in assets and up to $10 million in liabilities. On Aug. 8, 2022, the court entered an order redesignating the Debtor's case as an ordinary Chapter 11 case. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Baker & Hostetler, LLP as bankruptcy counsel, and King & Spalding, LLP as special counsel. FIRST FRUITS: Taps Robert L. Hill, APC as Special Counsel --------------------------------------------------------- First Fruits Business Ministry, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ the Law Offices of Robert L. Hill, APC as its special counsel. The Debtor needs the firm's legal assistance in connection with two separate cases involving TriPharma, LLC styled as TriPharma, LLC v. First Fruits Business Ministry, LLC, et al. (Case No. 21-CV-01806) and TriPharma, LLC vs. First Fruits Business Ministry, LLC, et al. (Case No. 12-00404). The cases are ongoing before the U.S. District Court for the Central District of California. The firm will be paid at these rates: Attorneys $375 per hour Paralegals $165 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Robert Hill, Esq., a partner at the Law Office of Robert L. Hill, APC, 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: Robert L. Hill, Esq. Law Office of Robert L. Hill, APC 5055 Avenida Encinas, Ste. 100 Carlsbad, CA 92008 Tel: (760) 448-4425 Email: rhill@rlhfirm.com About First Fruits Business Ministry First Fruits Business Ministry, LLC is a privately held company, which focuses on health and fitness through patented and proprietary products that focus on losing body fat and building lean muscle. The company is based in Columbia, S.C. First Fruits Business Ministry sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 22-02747) on Oct. 7, 2022. In the petition signed by its chief executive officer, Roger Catarino, the Debtor disclosed $23,348,908 in assets and $1,628,225 in liabilities as of July 31, 2022. Judge David R. Duncan oversees the case. Jane H. Downey, Esq., at Moore Bradley Myers Law Firm, P.A. and the Law Offices of Robert L. Hill, APC serve as the Debtor's bankruptcy counsel and special counsel, respectively. FIRST GUARANTY: Chapter 11 Plan Approved by Court ------------------------------------------------- Vince Sullivan of Law360 reports that the Chapter 11 bankruptcy plan of First Guaranty Mortgage Corp. , a home loan originator and servicer, received approval in Delaware after the debtor negotiated several last-minute agreements with parties to the case to resolve multiple objections. Pursuant to the Plan, the Debtors will liquidate their remaining assets, wind down their affairs, and be dissolved through a Liquidating Trust. The Debtors, the Cash Flow DIP Lender, and the Committee were able to reach a settlement on the terms of the Plan. Under that settlement, among other things, after payment of senior claims as provided in the Plan, the proceeds of the Liquidating Trust Assets will be distributed to the holder of the Cash Flow DIP Claims and the holders of general unsecured claims. Under the Plan, Class 6 General Unsecured Claims totaling $51,700,781 will recover 25% of their claims. Pursuant to the terms of the Committee Settlement, each Holder of an Allowed General Unsecured Claim shall receive a Pro Rata share of the GUC Share of the Net Liquidating Trust Proceeds. Class 6 is impaired. 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. FIRST GUARANTY: Crutcher Says Plan Releases Overbroad ----------------------------------------------------- Kari Crutcher filed a limited objection to the confirmation of the Amended Combined Disclosure Statement and Chapter 11 Plan of Reorganization of First Guaranty Mortgage Corporation and Debtor Affiliate. Long prior to the Debtors' petition date, on October 13, 2016, Ms. Crutcher commenced a qui tam action against First Guaranty Mortgage Corporation ("FGMC") asserting claims for fraud and other improprieties in its underwriting of mortgage loans. The Litigation is styled United States of America ex el. Kari Crutcher v. First Guaranty Mortgage Corporation, et al., Civil Action No. 16-CV-03812-SCJ (N.D. Ga.). On June 29, 2022, Ms. Crutcher filed an amended complaint in the Litigation to name the following additional defendants: (i) Pacific Investment Management Company, LLC; (ii) PIMCO Investments, LLC; (iii) Aaron Samples; (iv) Andrew Peters; (v) Jill Winters; and (vi) Suzy Lindblom (the "Non-Bankrupt Defendants"). The Litigation seeks damages and penalties arising out of FGMC's origination of residential mortgage loans. Specifically, the Amended Complaint seeks to recover treble damages and civil penalties under the False Claims Act, 31 U.S.C. Secs. 3729–3733 ("FCA"), for damages sustained by the United States Department of Housing and Urban Development resulting from residential mortgage loans originated, underwritten and approved by FGMC and endorsed for Federal Housing Administration insurance. On Sept. 20, 2022, Ms. Crutcher filed a proof of claim for an unliquidated amount. On Sept. 28, 2022, Ms. Crutcher filed an amended proof of claim to include the actual claim amount, $81,361,127. Ms. Crutcher objects to confirmation of the Plan on the limited basis that the Third Party Release is overbroad and vague, and may be argued to release claims asserted against the Non-Bankrupt Defendants in the Litigation. Ms. Crutcher does not object to the validity of the Third Party Release warranting an analysis under In re Boy Scouts of America and Delaware BSA, LLC, 642 B.R. 504, 596–97 (Bankr. D. Del. 2022) standard. Rather, Ms. Crutcher simply seeks the inclusion of a clarifying provision in either the Third Party Release or the Confirmation Order. Ms. Crutcher asserts that the relationship between the Debtors and the Non-Bankrupt Defendants is convoluted in the language of the Third Party Release, and potentially releases the Non-Bankrupt Defendants, most notably PIMCO and its affiliate, to the extent that Ms. Crutcher may no longer be able to pursue the Litigation effectively. Ms. Crutcher points out that should the Plan be confirmed with this current Third Party Release language, the Non-Bankrupt Defendants might effectively be released from, and no longer be party to, the Litigation. As such, the current Third Party Release will unfairly prejudice Ms. Crutcher, without recourse. To alleviate these concerns and for the avoidance of doubt, Ms. Crutcher seeks the inclusion of the following provision, either in the Third Party Release in the Plan or in the Confirmation Order itself, clarifying that the Third Party Release will not release any of the Non- Bankrupt Defendants from her claims in or otherwise affect the Litigation: Notwithstanding the Third Party Release in Section 16.2(b) or any other term of the Plan or the Confirmation Order to the contrary, Kari Crutcher's rights to prosecute her claims against the Non-Bankrupt Defendants in the pending action styled United States of America ex el. Kari Crutcher v. First Guaranty Mortgage Corporation, et al., Civil Action No. 16- CV-03812-(SCJ) shall be unaffected by Confirmation of the Plan and by any Third Party Release contained in the Plan or the Confirmation Order. Counsel for Kari Crutcher: Joseph H. Huston, Jr., Esq. STEVENS & LEE, P.C. 919 North Market Street, Suite 1300 Wilmington, DE 19801 Telephone: (302) 425-3310 Facsimile: (610) 371-7972 E-mail: joseph.huston@stevenslee.com - and - J. Nelson Thomas, Esq. THOMAS & SOLOMON LLP 693 East Avenue Rochester, NY 14607 Telephone: (585) 272-0540 E-mail: nthomas@theemploymentattorneys.com 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. FIRST GUARANTY: Updates Additional Administrative Claims Details ---------------------------------------------------------------- First Guaranty Mortgage Corporation ("FGMC") and Maverick II Holdings, LLC ("Maverick" and together with FGMC, the "Debtors"), submitted an Amended, Modified and Restated Combined Disclosure Statement and Chapter 11 Plan dated October 31, 2022. Pursuant to the Plan, the Debtors will liquidate their remaining assets, wind down their affairs, and be dissolved through a Liquidating Trust. The Debtors, the Cash Flow DIP Lender, and the Committee were able to reach a settlement on the terms of the Plan. Under that settlement, among other things, after payment of senior claims as provided in the Plan, the proceeds of the Liquidating Trust Assets will be distributed to the holder of the Cash Flow DIP Claims and the holders of general unsecured claims. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 6 consists of General Unsecured Claims. Pursuant to the terms of the Committee Settlement, each Holder of an Allowed General Unsecured Claim shall receive a Pro Rata share of the GUC Share of the Net Liquidating Trust Proceeds. This Class is impaired. The allowed unsecured claims total $51,700,781. * Class 7 consists of all Interests. There shall be no Distribution on account of Class 7 Interests. Upon the Effective Date, all Interests will be deemed cancelled and will cease to exist; provided, however, for purposes of convenience, the Debtors and the Cash Flow DIP Lender may agree that Interests in Maverick shall continue to be held by FGMC as of the Effective Date. Absent written consent of the Cash Flow DIP Lender or, with respect to the Trust Funding Amount and Trust Budget, agreement between the Oversight Committee and the Liquidating Trustee, the Liquidating Trustee shall (i) use the DIP Budget Amount only in accordance with the terms of the Cash Flow DIP Documents, including, but not limited to, the Approved DIP Budget, and such use shall be on an aggregate line-item basis, without variances and without the ability to carry over excess in one line item to a different line item; (ii) use the Additional Administrative Claims Amount only to pay Additional Administrative Claims, and (iii) use the Trust Funding Amount only in accordance with the Trust Budget. The Net Liquidating Trust Proceeds shall be distributed as follows: (i) first, subject to the terms of the Liquidating Trust Agreement, to replenish any reserves required for paying the estimated expenses of the Liquidating Trust, provided, however, for the avoidance of doubt, that the Liquidating Trust Agreement shall provide that post-Effective Date receipts of the Liquidating Trust shall not be used to replenish reserves under this subpart (i) or to otherwise pay costs or expenses of the Liquidating Trust without the express written consent of the Cash Flow DIP Lender; (ii) second, to the Cash Flow DIP Lender to reimburse it for the (A) the Trust Funding Amount, plus (B) the Additional Administrative Claims Amount; and (iii) third, (A) 75% to the Cash Flow DIP Lender, and (B) 25% to the holders of Allowed General Unsecured Claims (other than any unsecured claims held by the Cash Flow DIP Lender or any of its Related Persons). The Specified Assets shall be held by the Debtors or the Liquidating Trustee, as the case may be, for the sole benefit of the Cash Flow DIP Lender. The liquidation proceeds of the Specified Assets (i) shall be transferred to the Cash Flow DIP Lender, (ii) shall not be used by the Debtors or the Liquidating Trustee for any other purpose without the express written consent of the Cash Flow DIP Lender, and (iii) upon transfer to the Cash Flow DIP Lender shall reduce the outstanding amount of the Cash Flow DIP Claim but shall not reduce the Trust Funding Amount and Additional Claims Amount to be repaid to the Cash Flow DIP Lender. "Additional Administrative Claims Amount" means anthe amount of $1,200,000, to fund the payment or reserve for Additional Administrative Claims, as the same may be increased pursuant to Section 14.3(d). "Additional Administrative Claims" means any Administrative Claims, Priority Tax Claims, and Priority Non-Tax Claims that are Allowed (either before or after the Effective Date) and not budgeted for in the Approved DIP Budget. "Administrative Expense Bar Date" means the applicable last date, at 5:00 p.m., set by the Bankruptcy Court for a Claimant to file a request for payment of any Administrative Claim (excluding Professional Fee Claims) arising on or after the Petition Date, through and including the Effective Date. The Administrative Expense Bar Date shall be (i) October 14, 2022 for all Administrative Claims arising or deemed to be arisen on or prior to September 30, 2022; or 60 days after the Effective Date for all Administrative Claims arising or deemed to be after September 30, 2022, as applicable. A full-text copy of the Amended, Modified and Restated Combined Plan and Disclosure Statement dated October 31, 2022, is available at https://bit.ly/3NzP1Lc from Kurtzman Carson Consultants, LLC, claims and notice agent. Counsel for Debtors: Samuel R. Maizel, Esq. Tania M. Moyron, Esq. Malka S. Zeefe, Esq. 601 S. Figueroa Street, Suite 2500 Los Angeles, CA 90017 Telephone: (213) 623-9300 Email: samuel.maizel@dentons.com tania.moyron@dentons.com malka.zeefe@dentons.com - and - DENTONS US LLP David F. Cook, Esq. 1900 K Street, NW Washington, DC 20006 Telephone: (202) 496-7301 Email: david.f.cook@dentons.com Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones, LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705Ã‚Â Ã‚Â Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com About First Guaranty Mortgage First Guaranty Mortgage Corporation -- https://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. Dentons US LLP and Pachulski Stang Ziehl, and Jones LLP represent the Debtor as counsel. Kurtzman Carson Consultants, LLC, serves as the Debtors' claims and notice agent. LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by lawyers at Greenberg Traurig, LLP. The Cash Flow DIP Lender is an indirect subsidiary of a private investment managed by Pacific Investment Management Company LLC. B2 FIE IV LLC, an affiliate of the DIP Lender, owns 100% of the equity interests of FGMC. Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser. Barclays Capital Inc. serves as DIP MSFTA Counterparty. They are represented by Hunton Andrews Kurth LLP and Potter Anderson & Corroon LLP. FLOWR CORPORATION: Seeks CCAA Protection to Launch Sale ------------------------------------------------------- The Flowr Corporation and certain of its subsidiaries were granted an initial order under the Companies' Creditors Arrangement Act ("CCAA") by the Ontario Superior Court of Justice. The Initial Order, which was amended and restated on Oct. 28, 2022, among other things: a) stayed all proceedings against the Applicants, their assets and their respective directors and officers; b) appointed Ernst & Young Inc. as the monitor of the Applicants; c) authorized the Applicants to enter into a debtor-in-possession financing facility with 1000343100 Ontario Inc. ("DIP Lender") pursuant to a Commitment Letter dated Oct. 20, 2022, as well as the related charge in favor of the DIP Lender ("DIP Charge") over all of the Applicants' present and future assets, property and undertakings of every nature and kind whatsoever, and wherever situate including all proceeds thereof to secure the amounts outstanding under or in connection with the DIP Facility; and d) authorized the Applicants to pursue all avenues of sale or investment of their assets or business, in whole or in part, subject to prior approval of the Court before any material sale or refinancing. Further to the Applicants' restructuring efforts and the terms of the DIP Facility, the Monitor will conduct the sale and investment solicitation process ("SISP"), with the assistance of the Applicants, and pursuant to a Court order dated [Oct. 28, 2022] ("SISP Order"). The SISP is intended to solicit interest in an acquisition or refinancing of the business or a sale of the assets and/or the business of the Applicants by way of merger, reorganization, recapitalization, primary equity issuance or other similar transaction. The Applicants intend to provide all qualified interested parties with an opportunity to participate in the SISP. In accordance with the terms of the DIP Facility, the DIP Lender has the exclusive option to submit a Stalking Horse Agreement in order to provide certainty in the marketplace for the Applicants. Where the Stalking Horse Bidder submits its Stalking Horse Bid, the Monitor or the Applicants shall bring a motion before the Court seeking the approval of the Stalking Horse Bid. In the event the Stalking Horse Bid is approved by the Court, the Stalking Horse Bid shall automatically be considered as a Qualified Bid for the purposes of the Auction. The SISP is intended to solicit interest in, and opportunities for, a sale of, or investment in, all or part of the Applicants' assets and business operations ("Opportunity"). The Opportunity may include one or more of a restructuring, recapitalization or other form or reorganization of the business and affairs of the Applicants as a going concern or a sale of all, substantially all or one or more components of the Applicants' assets and business operations ("Business") as a going concern or otherwise. The following table sets out the key milestones under the SISP: Milestone Deadline --------- -------- Deadline to publish notice Nov. 7, 2022 of SISP and deliver Teaser Letter and NDA to Known Potential Bidders Bid Deadline Nov. 25, 2022 Auction Date Dec. 1, 2022 Hearing of the Sale No later than Approval Motion Dec. 16, 2022, subject to the availability of the Court Potential Bidders that wish to make a formal offer to purchase or make an investment in the Applicants or their Property or Business ("Bidder") shall submit a binding offer ("Bid") that complies with all of the following requirements to the Monitor, so as to be received by them not later than 5:00 PM (Eastern Time) on Nov. 25, 2022. Lawyers for the Company: Miller Thomson LLP Scotia Plaza 40 King Street West, Suite 5800 P.O. Box 1011 Toronto, ON Canada M5H 3S1 Kyla Mahar Tel: Tel: 416-597-4303 Email: kmahar@millerthomson.com Gregory Azeff Tel: 416-595-2660 Email: gazeff@millerthomson.com Stephanie De Caria Tel: 416-595-2600 Fax: 416-595-8695 Email: sdecaria@millerthomson.com Monitor Can be reached at: Ernst & Young Inc.  100 Adelaide Street West  P.O. Box 1  Toronto, ON M5H 0B3 Alex Morrison   Tel.: 416-941-7743 Email: Alex.F.Morrison@parthenon.ey.com Karen Fung   Tel: 416-943-2501 Email: Karen.K.Fung@parthenon.ey.com Allen Yao  Tel: 416-943-3470  Fax: 416-943-3795 Email:  Allen.Yao@parthenon.ey.com Counsel for the Monitor: Thornton Grout Finnigan LLP 100 Wellington St W #3200  Toronto, ON M5K 1K7 Rebecca Kennedy Tel: 416-304-0603 Email:  rkennedy@tgf.ca  Rachel Nicholson  Tel: 416-304-1153 Email: rnicholson@tgf.ca  Marco Gaspar  Tel: 416-306-5825 Fax: 416-304-1313 Email: mgaspar@tgf.ca  Counsel for the DIP Lender: Norton Rose Fulbright Canada LLP  222 Bay Street, Suite 3000 P.O. Box 53  Toronto ON M5K 1E7 Eric Reither Tel: 416-216-4858 Email:  eric.reither@nortonrosefulbright.com Evan Cobb Tel: 416-216-1929 Email: evan.cobb@nortonrosefulbright.com Jennifer Stam   Tel: 416-202-6707 Fax: 416-216-3930 Email: jennifer.stam@nortonrosefulbright.com The Flowr Corporation -- https://flowrcorp.com/ -- is a global cannabis company that exists to cultivate better people, plants and products in Canada. FROZEN WHEELS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Frozen Wheels, LLC 16565 NW 15th Ave Miami, FL 33169 Chapter 11 Petition Date: November 7, 2022 Court: United States Bankruptcy Court Southern District of Florida Case No.: 22-18638 Judge: Hon. Robert A. Mark Debtor's Counsel: Glenn D. Moses, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 SE 2nd St. 44th Floor Miami, FL 33131 Tel: 305-349-2300 Email: gmoses@gjblaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Isaac Halwani as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4BZWOZQ/Frozen_Wheels_LLC__flsbke-22-18638__0001.0.pdf?mcid=tGE4TAMA GA REAL ESTATE: Unsecureds Will Get 100% of Claims over 60 Months ----------------------------------------------------------------- GA Real Estate Acquisitions, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization dated October 31, 2022. The Debtor owns and leases out several residential real properties in the Atlanta-Metro area and in Macon, Georgia. The Debtor is in the business of purchasing, renovating, and leasing or selling the renovated properties. Due to the COVID-19 pandemic and Ms. Trimble's own health problems, the Debtor was unable to fund the short-term financing the Debtor originally obtained to purchase and renovate its properties. However, the Debtor's real properties have significant equity, and the Debtor has received interest from prospective lenders to refinance the properties. Further, the Debtor has been able to generate income from the properties by obtaining additional tenants and by renting the spaces for short-term filming projects. Class 1 shall consist of the Secured Claim of RRK. RRK has filed a proof of claim for $683,441.12. The Debtor listed RRK's claim as disputed in Schedule D at an amount of $671,000.00. To secure its claim, RRK asserts a first priority lien upon and security interest in Debtor's Alvarado and Austin Oaks Properties (the "Class 1 Collateral"). Debtor shall pay the Secured Class 1 Claim in full within 120 days after the Effective Date. Any payments made prior to the Effective Date and post-petition shall be applied to the principal balance of the Secured Class 1 Claim. Class 2 shall consist of the Secured Claim of Shellpoint. Shellpoint holds a secured claim in the estimated amount of $190,000.00. To secure its claim, Shellpoint asserts a first priority lien and security interest in the Elizabeth Property (the "Class 2 Collateral"). Shellpoint shall retain its lien on the Class 2 Collateral and the lien shall be valid and fully enforceable to the same validity, extent and priority as existed on the Petition Date. Debtor shall pay the Secured Class 2 Claim in full within 120 days after the Effective Date. Any payments made prior to the Effective Date and post-petition shall be applied to the principal balance of the Secured Class 2 Claim. Class 3 shall consist of the Secured Claim of SkyBeam. SkyBeam holds a secured claim in the estimated amount of $196,400.00. To secure its claim, SkyBeam asserts a first priority lien and security interest in the Park Valley and Arnwood Properties (the "Class 3 Collateral"). Debtor shall pay the Secured Class 3 Claim in full within 120 days after the Effective Date. Any payments made prior to the Effective Date and post-petition shall be applied to the principal balance of the Secured Class 3 Claim. Class 4 shall consist of the claim of Henry County. Henry County holds a claim in the estimated amount of $16,896.74, the secured portion of which is $11,332.77. Henry County filed liens against Debtor with the Clerk of the Superior Court of Henry County in Lien Book 1598, Page 120 and Lien Book 1653, Page 227 (the "Henry County FiFas"). Henry County asserts second-priority liens on the Austin Oaks Property (the "Class 4 Collateral"). Debtor shall pay the Secured Class 4 Claim in full within 120 days after the Effective Date. Any payments made prior to the Effective Date and post-petition shall be applied to the principal balance of the Secured Class 4 Claim. Class 5 shall consist of the claim of Investa Services. Investa Services holds claims in the estimated amount of $10,418.31. Investa Services was assigned liens filed by Fulton County and the City of Atlanta against Debtor with the Clerk of the Superior Court of Fulton County (the "Investa FiFas"). Investa Services asserts second-priority liens on the Alvarado Property (the "Class 5 Collateral"). Debtor shall pay the Secured Class 5 Claim in full within 120 days after the Effective Date. Any payments made prior to the Effective Date and post-petition shall be applied to the principal balance of the Secured Class 5 Claim. Class 6 shall consist of General Unsecured Claims including any potential deficiency claims. If the Plan is confirmed under 11 U.S.C. § 1191(a), the Debtor shall pay the General Unsecured Creditors $152,350 in semi-annual installments over 60 months. General Unsecured Creditors will receive 10 disbursements of $15,235.00. Unsecured creditors include Brian Trimble ($150,000); Salim Shakir ($1,500.00); and Thomas Bacon and Kierra LaceyBacon ($850.00). This Class will receive a distribution of 100% of their allowed claims. Notwithstanding anything else in this document to the contrary, any claim listed above shall be reduced by any payment received by the creditor holding such claim from any third party or other obligor and Debtor’s obligations hereunder shall be reduced accordingly. The Claims of the Class 6 Creditors are Impaired by the Plan, and the holders of Class 6 Claims are entitled to vote to accept or reject the Plan. Class 7 consists of Ms. Trimble as the only equity interest holder of the Debtor. Ms. Trimble shall retain her interest in the reorganized Debtor as the 100% owner of its outstanding membership interests. After the Confirmation Date, Debtor is authorized to sell or refinance all its assets, specific assets including its real property, free and clear of liens, claims and encumbrances as set forth herein (the "Sale Procedures"). In the event the applicable assets are subject to secured claims, Debtor is authorized to sell or refinance such property free and clear of liens, claims and encumbrances on the following terms: * If selling or refinancing the entire property, Debtor may sell or refinance such property for any amount (a release amount) that is at least equal to the outstanding amount of Allowed Secured Claims securing such property, or such other amount as the holder of the Allowed Secured Claim and the Debtor agree; and * If selling or refinancing a portion of the property, such as a lot or portion of the acreage, Debtor may sell or refinance such property for any amount (a release amount) that is at least equal to the outstanding amount of Allowed Secured Claims securing such property, or such other amount as the holder of the Allowed Secured Claim and the Debtor agree. The source of funds for the payments pursuant to the Plan is the Debtor's refinance or sale of the Debtor's real property. A full-text copy of the Plan of Reorganization dated October 31, 2022, is available at https://bit.ly/3UxHmPP from PacerMonitor.com at no charge. Attorney for Debtor: William A. Rountree, Esq. Caitlyn Powers, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlkglaw.com About GA Real Estate Acquisitions GA Real Estate Acquisitions, LLC is engaged in activities related to real estate. The company is based in Ellenwood, Ga. GA Real Estate Acquisitions filed its voluntary petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-55886) on July 29, 2022, listing up to $10 million in both assets and liabilities. Cameron McCord serves as Subchapter V trustee. Judge Lisa Ritchey Craig oversees the case. Rountree Leitman Klein & Geer, LLC, and Dexter Redding, CPA, serve as the Debtor's legal counsel and accountant, respectively. GISSING NORTH: Gets OK to Hire Verril Dana as Special Counsel ------------------------------------------------------------- Gissing North America LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Verril Dana, LLP as special counsel. The Debtors require legal assistance in connection with the termination of their 401k plan and related employee benefits matters. The firm will be paid $425 per hour for its services. Christopher Lockman, Esq., a partner at Verril Dana, 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: Christopher S. Lockman, Esq. Verril Dana, LLP One Portland Square Portland, ME 04101-4054 Tel: (207) 253-4712 Email: clockman@verrill-law.com About Gissing North America Gissing North America LLC, formerly known as Conform Gissing International, LLC, and its affiliates are innovative and technology-driven suppliers of acoustic systems and weight reduction solutions for the automotive industry. They provide customers products that minimize noise, vibration, and harshness throughout a vehicle and reduce vehicle weight by using proprietary technology. On Aug. 8, 2022, Gissing North America and its affiliates sought Chapter 11 protection (Bankr. E.D. Mich. Lead Case No. 22-46160). In the petition signed by Steven R. Wybo, chief restructuring officer, Gissing North America reported up to $100 million in both assets and liabilities. Judge Lisa S. Gretchko oversees the cases. The Debtors tapped Wolfson Bolton, PLLC as bankruptcy counsel; Steven R. Wybo of Riveron Management Services as chief restructuring officer; and Livingstone Partners, LLC as investment banker. Epiq Corporate Restructuring, LLC is the Debtors' claims, noticing and balloting agent and administrative advisor. On Aug. 15, 2022, the U.S. Trustee for Region 9 appointed an official committee of unsecured creditors. The committee is represented by Foley & Lardner, LLP. GPMI CO: Amends Gantz Secured Claim; Confirmation Hearing Nov. 18 ----------------------------------------------------------------- GPMI, Co., submitted a Second Amended Plan of Reorganization dated October 31, 2022. The Plan is premised on the reorganization of Debtor to be funded by Plan Sponsor with the Sponsor Plan Payment in the amount of $4,300,000.00. The Plan contemplates a division of Debtor's assets into two separate entities on the Effective Date. The first entity will be the Reorganized Debtor, which will continue Debtor's business operations as a going concern engaged in the manufacturing of packaged wet wipes for the cleaning and automotive industries, among others. All assets of Debtor other than the Litigation Trust Assets will vest in the Reorganized Debtor as of the Effective Date of the Plan free and clear of all Claims and Administrative Expense Claims. The Reorganized Debtor be wholly owned by Plan Sponsor on and after the Effective Date, and will be liable only for Claims arising after the Effective Date, and certain cure claims related to Assumed Contracts and Working Capital Accounts Payable. The second entity will be the newly formed Litigation Trust, in which in which the Litigation Trust Assets, i.e. Debtor's Causes of Action, will vest free and clear on the Effective Date of the Plan. The Litigation Trust will assume all of Debtor's liability to creditors holding Allowed Claims and Allowed Administrative Expense Claims not otherwise satisfied by the Plan or assumed by the Reorganized Debtor and to the holders of Debtor's Shareholder Interests. The Litigation Trust will be initially funded on the Effective Date of the Plan from the Sponsor Plan Funding in the amount of at least $500,000. In summary, the Sponsor Plan Funding will be used in connection with the release of the NFS Equipment, payments of certain post petition Administrative Expense Claims arrears to Debtor's Landlord and estate professionals, and to retire all of the DIP Loans. Upon receipt of net proceeds from the Causes of Action, payments from the Litigation Trust to Creditors and holders of Shareholder Interests will be made in accordance with the priorities of the 11 U.S.C. Sec. 507 and the classification of Claims. Class 2A is comprised of the Secured Claim asserted by the Gantz Trust, and any other Claim Joe Gantz or Gantz Trust may assert in connection with his personal obligations to NFS. Gantz Trust has asserted a Secured Claim in the amount of $1,500,000.00 at Claim No. 40. On the Effective Date of this Plan, the Gantz Trust's Secured Class 2A Claim shall be reclassified as a general unsecured claim and it, along with any other Claim Joe Gantz or Gantz Trust may assert in connection with his personal obligations to NFS, shall thereafter be treated as Allowed Unsecured Claims and share in all distributions from the Litigation Trust on a pro rata basis with the holders of Allowed Class 8 Claims treated under this Plan, up to the full amount of the Allowed Class 2A Claims. The treatment with Class 8 shall be in full satisfaction, settlement, release, extinguishment and discharge of the Gantz Trust's Class 2A Claims and Debtor's assets shall vest free and clear of any Lien securing the Gantz Trust's Class 2A Claims. Any Lien filings may be terminated by the filing of a UCC termination statement by the Reorganized Debtor or by its recordation of the Confirmation Order, which shall provide for the avoidance of the Gantz Trust Lien. The Class 2A Claims are impaired and the holder thereof is entitled to vote to accept or reject this Plan. Like in the prior iteration of the Plan, Class 8 consists of General Unsecured Claims. Allowed Class 8 Claims shall receive, in full satisfaction, settlement, release, extinguishment and discharge, distributions on a pro rata basis up to the full amount of the Allowed Class 8 Claim from the Litigation Trust, the timing of which shall be subject to discretion of the Litigation Trustee and the terms of the Litigation Trust Agreement. Class 8 Claims are impaired. The Court will consider whether to finally approve the Disclosure Statement and whether to confirm the Plan at a hearing on Nov. 18, 2022, at 1:30 p.m. ("Joint Hearing"). The Joint Hearing will be held before the Honorable Eddward P. Ballinger, Jr., United States Bankruptcy Court, Courtroom 703, United States Bankruptcy Court, 230 N. First Avenue, Phoenix, AZ 85003. Nov. 16, 2022 is fixed as the last day for any party desiring to object to final approval of the Disclosure Statement or confirmation of the Plan to file a written objection with the Court. Nov. 16, 2022 is fixed as the last day for any creditor desiring to vote for or against confirmation of the Plan to complete and sign a Ballot. A full-text copy of the Second Amended Plan dated October 31, 2022, is available at https://bit.ly/3hhHswI from PacerMonitor.com at no charge. A copy of the order dated Oct. 31, 2022, is available at https://bit.ly/3hfyj7P from PacerMonitor.com at no charge. Attorneys for the Debtor: Steven N. Berger, Esq. Patrick A. Clisham, Esq. Michael P. Rolland, Esq. Engelman Berger, PC 2800 North Central Avenue, Suite 1200 Phoenix, AZ 85004 Telephone: (602) 271-9090 Facsimile: (602) 222-4999 Email: snb@eblawyers.com pac@eblawyers.com mpr@eblawyers.com About GPMI Co. GPMI Company is engaged in developing new concepts, innovating products, program development, and marketing. GPMI is an Arizona-based company established in 1989, with production facilities across the United States. GPMI filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-00150) on Jan. 10, 2022, listing as much as $50 million in both assets and liabilities. Yarron Bendor, president, signed the petition. Judge Eddward P. Ballinger Jr. oversees the case. The Debtor tapped Engelman Berger, PC, led by Steven N. Berger, Esq., as legal counsel; Dickinson Wright PLLC and Titus Brueckner& Levine, PLC as special counsel; and MCA Financial Group, Ltd., as financial consultant. GT REAL ESTATE: Exclusivity Period Extended to Jan. 27 ------------------------------------------------------ GT Real Estate Holdings, LLC obtained a court order extending its exclusive right to file a Chapter 11 plan to Jan. 27, 2023, and solicit acceptances from creditors to March 28, 2023. The ruling by Judge Karen Owens of the U.S. Bankruptcy Court for the District of Delaware allows the company to focus on obtaining confirmation of its Chapter 11 reorganization plan without the threat of a rival plan from creditors. Confirmation of GT Real Estate's proposed plan is scheduled to be heard by the court on Nov. 16. Under the latest version of the plan, claims of contractors, subcontractors and general unsecured creditors will be paid from a $60.5 million in cash funded into a settlement trust for the benefit of these claimants. The funds for distributions to creditors are being provided by DT Sports Holding, LLC. About GT Real Estate Holdings GT Real Estate Holdings, LLC 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, S.C. 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, listing $100 million to $500 million in both assets and liabilities. Jonathan Hickman, chief restructuring officer, signed the petition. Judge Karen B. Owens oversees the case. The Debtor tapped White & Case, LLP as bankruptcy counsel; Farnan, LLP as Delaware counsel; and Alvarez & Marsal North America, LLC as financial advisor. Jonathan Hickman, managing Director at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. The Debtor filed its Chapter 11 plan of reorganization and disclosure statement on Oct. 5, 2022. GT REAL ESTATE: York County Gets $81-Mil. Votes on Ch.11 Plan ------------------------------------------------------------- A Delaware bankruptcy judge said Monday, October 31, 2022, she would let the South Carolina county that was the site of a failed Carolina Panthers training camp facility vote on the project developer's Chapter 11 plan based on the county's full $81 million claim against the company. The claim is temporarily allowed in the amount of $81,377,689 for purposes of voting to accept or reject the Plan. Nothing in the Court's order shall be construed as a determination of the amount of the claim for allowance or distribution purposes, and all of the County's rights with respect to the same are fully preserved. As reported in the TCR, York County, South Carolina, 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. "[E]ven 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. 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. GWG HOLDINGS: DLP Debtors Join Affiliates in Chapter 11 ------------------------------------------------------- GWG DLP Funding IV, LLC ("DLP IV"), GWG DLP Funding VI, LLC (“DLP VI”), and GWG DLP Funding Holdings VI, LLC ("DLP Holdings VI") commenced chapter 11 cases on October 31, 2022 (the "DLP Cases"), joining affiliates GWG Holdings Inc., et al., in bankruptcy. With respect to their secondary life insurance assets, GWG owns and manages a portfolio, in terms of the expected life expectancies of the insureds, of near-duration, intermediate-duration, and long-duration life insurance policies (each a "Policy" and collectively, the "Policy Portfolio"). The approximate face amount of the Policy Portfolio is $1.732 billion. Policies with an approximate face amount of $1.313 billion are held by DLP IV and Policies with an approximate face amount of $419.8 million are held by DLP VI. In October 2022, the Debtors were faced with a binary choice to maximize the value of the Policy Portfolio, which resided outside the Chapter 11 Cases prior to the DLP Petition Date: (i) exercise an option to sell the Policy Portfolio (the "Chapford Sale Option") under the existing debtor-in-possession financing facility with Chapford SMA Partnership, L.P. (the "Chapford DIP Facility") or (ii) exercise an option to refinance the Policy Portfolio with VICOF III Acquisition, LLC, an affiliate of Vida Capital, Inc. (the "Vida Option"). Both the Chapford Sale Option and the Vida Option required the commencement of the DLP cases by no later than Oct. 31, 2022 as a condition precedent. In short, regardless as to whether the Chapford Sale Option or the Vida Option was exercised, the DLP Debtors must have commenced chapter 11 proceedings on Oct. 31, 2022. Each of the Initial Debtors and the DLP Debtors thus rigorously evaluated numerous in- and out-of-court options to maximize of the Policy Portfolio. No other viable avenue other than commencing the DLP Cases existed that would (i) satisfy all the creditors of DLP IV and DLP VI in full and (ii) yield greater value to the equity holders of DLP IV and DLP VI. Accordingly, prior to the DLP Petition Date, the DLP Debtors negotiated with their only known creditors -- their respective secured lenders -- to facilitate an orderly and smooth transition into chapter 11. On Oct. 25, 2022, pursuant to the DLP Debtors' respective operating agreements, the respective boards of directors for the DLP Debtors, each by written resolution established a conflicts committee, composed entirely of independent directors, each of whom is not affiliated with management of either the Initial Debtors or the DLP Debtors (each, a "Conflicts Committee") designed to evaluate matters where a "conflict matter" may arise between or among, as applicable, the respective DLP Debtors and their creditors, or between the respective DLP Debtors and their affiliates, GWG Life, LLC, any of GWG Life, LLC's creditors, and the respective DLP Debtors' managers, directors, and officers. The Conflicts Committee may not act unilaterally, but may make a specific recommendation at their respective boards as to a course of action the respective board should take, which would then be subject to Court approval prior to any action being implemented. In addition, each of the DLP Debtors retained the exclusive authority to authorize (or not authorize) a chapter 11 filing consistent with its existing corporate governance documents. Thus, after consideration, the DLP Debtors' respective boards of directors determined that commencing the DLP Cases is in the best interests of the DLP Debtors' respective estates because doing so (i) maximizes the value of the Policy Portfolio, (ii) satisfies the valid claims of all of the DLP Debtors' existing creditors in full, and (iii) facilitates the return of substantial equity value to the stakeholders of the DLP Debtors (i.e., the Initial Debtors). About GWG Holdings Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH), conducts its life insurance secondary market business through a wholly-owned subsidiary, GWG Life, LLC and GWG Life's wholly-owned subsidiaries. GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 22-90032) on April 20, 2022. In the petition filed by Murray Holland, as president and chief executive officer, GWG Holdings estimated assets between $1 billion and $10 billion and estimated liabilities between $1 billion and $10 billion. GWG DLP Funding IV, LLC, GWG DLP Funding VI, LLC, and GWG DLP Funding Holdings VI, LLC, commenced chapter 11 cases on October 31, 2022. Their cases are jointly administered with the cases of GWG Holdings, Inc., et al. The cases are assigned to Honorable Bankruptcy Judge Marvin Isgur. The Debtors tapped Mayer Brown, LLP and Jackson Walker, LLP as bankruptcy counsels; Tran Singh, LLP as special conflicts counsel; FTI Consulting, Inc. as financial advisor; and PJT Partners, LP as investment banker. Donlin Recano & Company is the Debtors' notice and claims agent. National Founders LP, a debtor-in-possession (DIP) lender, is represented by Michael Fishel, Esq., Matthew A. Clemente, Esq., and William E. Curtin, Esq., at Sidley Austin, LLP. On June 20, 2022, the Debtors appointed Jeffrey S. Stein and Anthony R. Horton as their independent directors. The Debtors tapped Katten Muchin Rosenman, LLP as legal counsel and Province, LLC as financial advisor for the independent directors. HACIENDA COMPANY: Taps Eisner LLP as Special Corporate Counsel -------------------------------------------------------------- The Hacienda Company, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Eisner, LLP as special corporate counsel. The firm has agreed to provide general corporate legal services at the rate of $825 per hour. Wesley Morrow, Esq., a partner at Eisner, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Wesley W. Morrow, Esq. Eisner, LLP 9601 Wilshire, 7th Floor Beverly Hills, CA 90210 Tel: (310) 888-4104 Email: wmorrow@eisnerlaw.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. David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP and Eisner, LLP serve as the Debtor's bankruptcy counsel and special corporate counsel, respectively. HELIX FITNESS: Case Summary & 12 Unsecured Creditors ---------------------------------------------------- Debtor: Helix Fitness Inc. 572 Freeport Street, Unit A Boston, MA 02122 Chapter 11 Petition Date: November 7, 2022 Court: United States Bankruptcy Court District of Massachusetts Case No.: 22-11609 Judge: Hon. Janet E. Bostwick Debtor's Counsel: Andrew G. Lizotte, Esq. MURPHY & KING, PROFESSIONAL CORPORATION 28 State Street Boston, MA 02109 Tel: (617) 423-0400 Email: alizotte@murphyking.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Leonoard Scott Snyderman as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CHHEMIQ/Helix_Fitness_Inc__mabke-22-11609__0001.0.pdf?mcid=tGE4TAMA HERTZ GLOBAL: Not Covered for SEC Probe, Insurers Tell 2nd Circuit ------------------------------------------------------------------ Insurers urged the Second Circuit to uphold a ruling that they don't have to cover Hertz's $27 million legal bill related to a U.S. Securities and Exchange Commission investigation, arguing that the probe doesn't count as a covered securities claim under the rental car company's policies. In the case HERTZ GLOBAL HOLDINGS, INC., Plaintiff-Appellant, v. NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA., AND U.S. SPECIALTY INSURANCE COMPANY, Defendants-Appellees, Case No. 22-853-cv (2nd Cir.), the Insurers ask the United States Court of Appeals for the Second Circuit to affirm rulings by U.S. District Court for the Southern District of New York that dismissed Hertz's claims against the Insurers. The case arises from Hertz's demand for $27 million that Hertz allegedly incurred in connection with an SEC investigation into Hertz's misstatement of its financials. Hertz sued National Union Fire Insurance Company of Pittsburgh, Pa. (a subsidiary of American International Group, Inc.), and U.S. Specialty Insurance Company (an indirect subsidiary of Tokio Marine Holdings, Inc.) in July 2019 seeking coverage under insurance policies that Appellees issued to Hertz. Over the ensuing two years, Hertz amended its complaint twice rather than oppose two separate motions to dismiss. Finally, when Appellees moved to dismiss for the third time, Hertz elected to oppose the motion. The District Court, then-United States District Judge Alison Nathan presiding, dismissed Hertz's third complaint under Rule 12(b)(6) with prejudice for failure to state a claim. Hertz Glob. Holdings, Inc. v. Nat'l Union Fire Ins. Co. of Pittsburgh, Pa., 530 F. Supp. 3d 447, 459-60 (S.D.N.Y. 2021). After substituting its counsel, Hertz sought to vacate the judgment under Rule 59(e) and to obtain leave to file a fourth complaint. The District Court denied both post-judgment motions. Hertz Glob. Holdings, Inc. v. Nat'l Union Fire Ins. Co., No. 19-cv-6957 (AJN), 2022 U.S. Dist. LEXIS 54393, at *2 (S.D.N.Y. Mar. 25, 2022). The appeal before the Second Circuit followed. The Insurers tell the Second Circuit that the District Court properly ruled that Hertz failed to plead a claim against Appellees for breach of contract for the fees and costs that it incurred in connection with the SEC's investigation into Hertz. Hertz sought two categories of coverage from Appellees: (i) coverage for a Securities Claim against Hertz; and (ii) coverage for Claims against Insured Persons (Hertz former officers and executives). After failing to plead a cognizable claim with respect to either category after three attempts, the District Court properly dismissed the SAC with prejudice. According to the Insurers, the District Court correctly concluded that the Policies do not afford coverage for the SEC's investigation into Hertz because it is not a Securities Claim. Hertz agrees that the definition of Securities Claim does not include an investigation into Hertz. And Hertz admits that the amounts for which it seeks coverage arise from an investigation into Hertz. Hertz's only argument on appeal -- that the SEC Investigation Order launched both an investigation and an "administrative and regulatory proceeding" and is therefore a Securities Claim -- is not supported by the plain language of the Policies or any other relevant source. The Policies track the SEC's own deliberate distinction between an investigation and an administrative proceeding and reflect the parties' shared understanding (which is consistent with the SEC’s enacted rules and all published material) that a formal order of investigation, such as the SEC Investigation Order, is an investigation and not an administrative or regulatory proceeding. This conclusion is also consistent with the only legal authority to address the question. The Insurers add that the District Court also properly determined that Hertz failed to allege that the SEC asserted a Claim against any Insured Person. On appeal, Hertz refers to various sections of Policies that it argues provide coverage for a Claim against an Insured Person. But Hertz is unable to point to any portion of the SAC where Hertz actually alleged any facts regarding such a Claim. A nd even if Hertz had included the necessary facts to allege the existence of a Claim against any Hertz executive, Hertz's breach of contract count still fails because the SAC does not allege that Hertz ever gave written notice to Appellees -- a condition precedent for coverage under the Policies. Following the District Court's dismissal with prejudice, Hertz retained new counsel and decided to seek a fourth bite at the apple -- this time following the entry of judgment. Hertz does not challenge the District Court's conclusion that Hertz failed to offer any valid reason to set aside the District Court's dismissal order under Rule 59(e). Hertz argues only that the District Court erred in denying its request to file another complaint based on futility. But the District Court's decision was compelled not only by the futility of the proposed amendments but also by the interests of finality and efficiency: Hertz had failed to demonstrate a valid reason to vacate the judgment and had repeatedly failed to allege facts sufficient to state a plausible claim for relief. For these reasons, the Insurers assert that the District Court was well within its discretion in denying Hertz’s request to re-open the case and file a fourth complaint. Counsel for U.S. Specialty Company: Joseph A. Bailey CLYDE & CO US LLP 1775 Pennsylvania Avenue NW, Suite 400 Washington, D.C. 20006 Tel: (202) 747-5100 – and – Scott Schwartz CLYDE & CO US LLP 405 Lexington Avenue, 16th Fl. New York, New York 10174 Tel: (212) 710-3900 Counsel for National Union Fire Insurance Company of Pittsburgh, Pa: Alexander S. Lorenzo ALSTON & BIRD LLP 90 Park Avenue New York, New York 10016 Tel: (212) 210-9400 – and – Kelsey L. Kingsbery ALSTON & BIRD LLP 555 Fayetteville Street, Suite 600 Raleigh, North Carolina 27601 Tel: (919) 862-2200 About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC, as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. * * * Hertz Global and its subsidiaries emerged from Chapter 11 bankruptcy at the end of June 2021. Hertz won approval of a Plan of Reorganization that unimpaired all classes of creditors (who are legally deemed to have accepted it) and was approved by more than 97% of voting shareholders. The Plan provided for the existing shareholders to receive more than $1 billion of value. Recovery by shareholders of close to $8 a share was made possible after a fierce competition among bidders for control in the company. Initial offers from potential bidders for Hertz in its bankruptcy offered nothing for equity. Hertz in May 2021 selected investment firms Knighthead Capital Management LLC and Certares Management LLC, joined by other investors including Apollo Global Management Inc. and a group of existing shareholders, as the winning bidders for control of the bankrupt company. A rival group that included Centerbridge Partners LP, Warburg Pincus LLC and Dundon Capital Partners LLC was outbid at auction. Hertz's Plan eliminated over $5 billion of debt, including all of Hertz Europe's corporate debt, and will provide more than $2.2 billion of global liquidity to the reorganized Company. Hertz also emerged with (i) a new $2.8 billion exit credit facility consisting of at least $1.3 billion of term loans and a revolving loan facility, and (ii) an $7 billion of asset-backed vehicle financing facility, each on favorable terms. IEA ENERGY: Moody's Upgrades CFR & Senior Unsecured Notes to Ba1 ---------------------------------------------------------------- Moody's Investors Service has upgraded IEA Energy Services LLC's (IEA) corporate family rating to Ba1 from B2, its probability of default rating to Ba1-PD from B2-PD, as well as the rating on the company's outstanding senior unsecured notes to Ba1 from B3. The company's SGL-2 Speculative Grade Liquidity Rating remains unchanged. The outlook is stable. This action concludes the review on IEA's ratings initiated on July 25, 2022, when MasTec, Inc.'s ("MasTec") (Baa3 stable) announced to acquire IEA. MasTec completed the acquisition of IEA on October 7, 2022. Subsequent to the actions, Moody's will withdraw all of IEA's ratings due to the expected lack of adequate information. Upgrades: Issuer: IEA Energy Services LLC Corporate Family Rating, Upgraded to Ba1 from B2 Probability of Default Rating, Upgraded to Ba1-PD from B2-PD Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 (LGD4) from B3 (LGD2) Outlook Actions: Issuer: IEA Energy Services LLC Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The multi-notch rating upgrades reflect the strategic importance of IEA to MasTec, MasTec's investment-grade rating, as well as the expected operational and financial benefits IEA will receive as a subsidiary of MasTec. Moody's expects MasTec to closely control and oversee IEA's business, exercise financial prudence while supporting IEA's business growth. MasTec has a strong incentive to do so, as IEA fits into its strategy to build up scale and meet growing construction and service demand for renewable energy over the next decade. The one-notch rating difference between IEA's Ba1-rated outstanding notes and MasTec's Baa3 senior unsecured rating indicates the lack of explicit guarantee by MasTec to IEA's notes and the fact that many restrictive covenants in the IEA's notes indenture have been suspended since the acquisition was completed and the notes were rated "investment grade" by at least two of the three rating agencies. In addition, the IEA subsidiaries that guaranteed the IEA existing notes have been released from their guarantees. Despite the lack of guarantee, Moody's expects that MasTec will continue to honor IEA's debt obligations, as any financial distress at IEA would have a negative credit implication on MasTec, including potentially triggering a cross default on MasTec's other financial obligations. Subsequent to today's action, Moody's will withdraw IEA ratings because it believes it will have insufficient or otherwise inadequate information to support the maintenance of credit ratings. Pursuant to its notes indenture, IEA is not required to furnish standalone audited financial statements, after it becomes a subsidiary of MasTec. The suspension of restrictive covenants such as limitation on indebtedness, restricted payments and guarantees will also make it more challenging to evaluate IEA's standalone credit quality in the future. IEA's ratings have factored in environmental, social and governance considerations. In particular, the acquisition by MasTec has improved IEA's corporate governance. Headquartered in Indianapolis, Indiana, IEA Energy Services LLC is an engineering, procurement and construction company that primarily serves the wind and solar, transportation and rail end markets. IEA generated $2.1 billion in revenues in 2021. Moody's has decided to withdraw the ratings because it believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Construction published in September 2021. INDIGO PALMS: No Resident Complaints, 3rd PCO Report Says --------------------------------------------------------- Lori Berndt, the patient care ombudsman for Indigo Palms, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a third report regarding the quality of patient care provided at the company's assisted living facility in Daytona Beach, Calif. According to the report, which covers the period Aug. 20 to Oct. 19, no complaints concerning the medical care being provided at the facility were filed with the ombudsman program by or on behalf of residents during the reporting period. In terms of staffing requirement, Indigo Palms consistently exceeded the minimum requirement during the reporting period based on the PCO's review of staff schedules and payroll reports. A copy of the third ombudsman report is available for free at https://bit.ly/3WkHSlU from PacerMonitor.com. The PCO can be reached through her attorney: Lynn C. Hearn, Esq. Legal Advocate Florida Long Term Care Ombudsman Program 4040 Esplanade Way Tallahassee, FL 32399 Telephone: (850) 414-2054 Email: hearnl@elderaffairs.org About Indigo Palms A Florida limited liability company, Indigo Palms, LLC leases and operates an assisted living facility located at 507 Healthcare Drive, Daytona Beach, Fla. Indigo Palms filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01080) on March 25, 2022, with up to $100,000 in assets and up to $10 million in liabilities. Robert Altman serves as Subchapter V trustee. Judge Tiffany Payne Geyer oversees the case. Kenneth D. Herron, Jr., Esq. at Herron Hill Law Group, PLLC, serves as the Debtor's legal counsel. Lori Berndt, the patient care ombudsman appointed in the Debtor's case, is represented by Lynn C. Hearn, Esq. INSIGHT CAPITAL: Taps James Joyce as Bankruptcy Attorney -------------------------------------------------------- Insight Capital Realty, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ James Joyce, Esq., a practicing attorney in Lancaster, N.Y. The Debtor requires an attorney to: a. give legal advice as to its right, duties and powers under the Bankruptcy Code; b. prepare any statements, schedules, plans or other documents to be filed by the Debtor in its Chapter 11 case; c. represent the Debtor in all hearings, meetings of creditors, conferences, trials and other proceedings in the bankruptcy case; and d. perform other necessary legal services. The attorney will be paid at his hourly rate of $250 and will be reimbursed for out-of-pocket expenses incurred. Mr. Joyce disclosed in a court filing that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Joyce holds office at: James M. Joyce, Esq. 4733 transit Road Lancaster, NY 14043 Tel: (716) 656-0600 Fax: (716) 656-0607 Email: jmjoyce@lawyer.com About Insight Capital Realty Insight Capital Realty, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.Y. Case No. 22-10903) on Oct. 4, 2022, with up to $1 million in both assets and liabilities. Judge Carl L. Bucki oversees the case. The Debtor is represented by James Joyce, Esq., a practicing attorney in Lancaster, N.Y. JAXON5 IMPORTS: Unsecureds to Get 100% in 60 Months --------------------------------------------------- Jaxon5 Imports, LLC, submitted a First Amended Plan of Reorganization for Small Business Under Chapter 11. The final Plan payment is expected to be paid on the fifth day of the 60th full calendar month following the effective date of the Plan. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay Debtor's creditors from future income generated by the operation of the business. The Debtor may prosecute claims against persons or entities that may owe money to the Debtor. If the Debtor is successful in any recoveries, the funds (after attorneys' fees and costs and expenses) will be used for payments to unsecured creditors with allowed claims. As to Class 6 Unsecured Creditors, Jaxon5 will pay the Class 6 creditors with allowed claims with payments to be made calendar quarterly, beginning on the fifth day of the third full calendar month after the effective date of the Plan. Payments will be made until the allowed claims in Class 6 are paid in full. At this time, the plan projects payments of 100% to the allowed unsecured claims. The Debtor will object to the claim of LRM Leasing. Class 6 is impaired. Jaxon5 will retain the property of the bankruptcy estate and fund the plan primarily with income generated by the operation of the business of the Debtor. Attorney for the Debtor: Reese Baker, Esq. BAKER & ASSOCIATES 950 Echo Lane, Suite 300 Houston, TX 77024 Tel: (713) 979-2279 Fax: (713) 869-9100 A copy of the First Amended Plan of Reorganization dated Oct. 26, 2022, is available at https://bit.ly/3DrwMTE from PacerMonitor.com. About Jaxon5 Imports Jaxon5 Imports, LLC, is a licensed and bonded freight shipping and trucking company running freight hauling business from Cypress, Texas. Jaxon5 Imports filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 22-31596) on June 7, 2022, listing as much as $500,000 in both assets and liabilities. Catherine Stone Curtis has been appointed as Subchapter V trustee. Judge Jeffrey P. Norman oversees the case. Reese W. Baker, Esq., at Baker & Associates and Norris & Associates, serve as the Debtor's legal counsel and accountant, respectively. JGR GROUP: Wins Cash Collateral Access Thru Nov 30 -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized JGR Group, Inc. to use cash collateral on an interim basis for the period spanning November 7 through November 30, 2022. The Court said the Debtor may only make payments as set forth in the Third Amended Budget and is not authorized to make any additional payments without prior approval of the Court, including any payments to RGS Consulting Group, G. Sadykov, or R. Sadykov. The Interim Order as modified will otherwise remain in full force and effect. On October 3, 2022, the Court entered a Sixth Amended Emergency Interim Order (I) Authorizing Debtor's Use of Cash Collateral, (II) Providing Adequate Protection Thereof And (III) Scheduling A Final Hearing adjourning the Final Hearing for November 2 at 1 p.m. and authorizing the Debtor to continue to use cash collateral on an interim basis in accordance with the Emergency Interim Order as modified therein through November 3, 2022. On October 31, 2022, the Debtor and Hartline jointly requested an adjournment of the Final Hearing in order to allow the Parties an extension of time to discuss the terms of the Proposed Settlement. The final hearing on the matter is adjourned to November 29 at 2 p.m. via Zoom. A copy of the order is available at https://bit.ly/3UtqjOE from PacerMonitor.com. About JGR Group, Inc. JGR Group, Inc. is a general contractor focused on residential renovation. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10710) on June 3, 2022. In the petition signed by Gennadiy Sadykov, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lisa G. Beckerman oversees the case. Leo Jacobs, Esq., at Jacobs PC is the Debtor's counsel. JO-ANN STORES: $225M Bank Debt Trades at 36% Discount ----------------------------------------------------- Participations in a syndicated loan under which Jo-Ann Stores is a borrower were trading in the secondary market around 64 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$225 million facility is a term loan. The loan was scheduled to mature on May 21, 2024. The loan was fully drawn and outstanding. Jo-Ann Stores, LLC retails fabric and craft products. The Company offers apparel, home decorating fabrics, notions, seasonal accessories, floral, and framing products. JO-ANN STORES: $675M Bank Debt Trades at 32% Discount ----------------------------------------------------- Participations in a syndicated loan under which Jo-Ann Stores is a borrower were trading in the secondary market around 68 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$675 million facility is a term loan. The loan was scheduled to mature on June 30, 2028. About US$668 million of the loan is drawn and outstanding. Jo-Ann Stores, LLC retails fabric and craft products. The Company offers apparel, home decorating fabrics, notions, seasonal accessories, floral, and framing products JOURNEY PERSONAL: $650M Bank Debt Trades at 36% Discount -------------------------------------------------------- Participations in a syndicated loan under which Journey Personal is a borrower were trading in the secondary market around 64 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$650 million facility is a term loan. The loan was scheduled to mature on January 3, 2028. The loan was drawn and outstanding. Journey Personal Care Corp. provides personal care products. JP INTERMEDIATE: $450M Bank Debt Trades at 25% Discount ------------------------------------------------------- Participations in a syndicated loan under which JP Intermediate is a borrower were trading in the secondary market around 75 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$450 million facility is a term loan. The loan was scheduled to mature on November 20, 2025. About US$365 million of the loan was drawn and outstanding. JP Intermediate retails vitamins and nutritional supplements. K&N PARENT: $100M Bank Debt Trades at 70% Discount -------------------------------------------------- Participations in a syndicated loan under which K&N Parent Inc is a borrower were trading in the secondary market around 30 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$100 million facility is a term loan. The loan is scheduled to mature on October 20, 2024. The loan is fully drawn and outstanding. K&N Parent, Inc. operates as a designer and manufacturer of performance automotive aftermarket products. The Company offers air filters, intakes, oil filters, cabins, and accessories. K&N PARENT: $245M Bank Debt Trades at 20% Discount -------------------------------------------------- Participations in a syndicated loan under which K&N Parent Inc is a borrower were trading in the secondary market around 80 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$245 million facility is a term loan. The loan is scheduled to mature on October 20, 2023. About US$229 million of the loan is drawn and outstanding. K&N Parent, Inc. operates as a designer and manufacturer of performance automotive aftermarket products. The Company offers air filters, intakes, oil filters, cabins, and accessories. KABBAGE INC: Reaches $58 Million With Bank Over PPP Loan Fight -------------------------------------------------------------- Online lender Kabbage Inc., d/b/a KServicing, asked a Delaware bankruptcy judge to approve a nearly $58 million settlement of its disputes with Customers Bank stemming from their participation in the federal Paycheck Protection Program. The Debtors seek approval of a settlement that will resolve certain contractual disputes between the Company and Customers Bank that arose in connection with the Parties' participation in the Paycheck Protection Program launched in April 2020 by the U.S. Small Business Administration (the “SBA”) at the direction of Congress. For more than 20 months the Company has attempted to recover approximately $65.5 million from CB on account of certain servicing and referral fees due to the Company and, in response, CB has alleged a number of claims against the Company in connection with the Company's performance of servicing obligations under the CB Agreements. The Settlement Agreement reflects a comprehensive resolution of the various Disputes between the Parties and will result in the Company (i) recovering $58 million in outstanding fees, with an approximately $23 million cash infusion to the Debtors shortly upon and subject to approval of the Motion by the Court, (ii) receiving a release of potentially significant contingent and unliquidated claims asserted by CB against the Debtors and their estates, (iii) reaching an agreement with CB with respect to servicing obligations under applicable contracts, and (iv) ending the costs and expended resources attendant in protracted negotiations and litigation. The Settlement Agreement is a key step forward in the chapter 11 cases and reflects a reasonable exercise of the Debtors' business judgment. The proposed settlement provides critical liquidity necessary for the Debtors to administer the chapter 11 cases and effectuate an orderly wind down of their remaining Loan Portfolio for the benefit of all parties in interest. The Debtors commenced the chapter 11 cases with a proposed plan that describes two options for implementation and the determination of which option to pursue is dependent on the Debtors' ability to secure necessary funds from the Federal Reserve Bank of San Francisco (the "Federal Reserve Bank") and CB. The Debtors recently reached an agreement with the Federal Reserve Bank for use of cash collateral and they now stand at the precipice of securing funds from CB through the Settlement Agreement, thus positioning themselves to put forward a more definitive plan and provide much needed clarity to their creditors. The proposed settlement with CB is also in the best interests of the Debtors and their estates because it minimizes disruption to borrowers of PPP loans and it avoids the Debtors expending substantial time and costs that would be incurred in connection with any further litigation of the Disputes. About Kabbage Inc. Founded in 2010 and headquartered in Atlanta, Georgia, Legacy Kabbage (a predecessor of KServicing) -- http://www.kservicing.com/ -- was one of the leading fintech providers of working capital to small businesses for over a decade. Legacy Kabbage began as a proprietary online lending platform for small businesses, providing loan services to over 250,000 American small businesses, many of which were businesses that struggled to receive adequate funding through traditional banking institutions. From 2020-2021, the Company provided and facilitated necessary funding to small business owners through PPP loans during the COVID-19 pandemic. The Company's existing technology infrastructure spearheaded its PPP work, which led to a total of $7 billion in loans being originated by the Company. The origination and servicing of PPP Loans and small business loans to eligible borrowers was critical during a time of unprecedented health and economic uncertainty brought about by the COVID-19 pandemic. On Aug. 16, 2020, much of the Company's business was sold to American Express Travel Related Services Company, Inc. As a result of the merger, KServicing now operates in a limited capacity as (i) a servicer and subservicer of PPP Loans, (ii) a software services provider for lenders of PPP Loans, and (iii) a servicer of a minor portfolio of non-PPP small business loans. To implement the wind down of their businesses, on Oct. 3, 2022, Kabbage, Inc. d/b/a KServicing and certain of its affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10951). Judge Craig T. Goldblatt oversees the cases. Kabbage Inc. estimated $500 million to $1 billion in assets and debt as of the bankruptcy filing. The Debtors tapped Weil, Gotshal & Manges, LLP as general counsel; Richards, Layton & Finger, PA as local counsel; AlixPartners, LLC as financial advisor; KPMG International Limited as fraud review services provider; and Jones Day, LLP as government investigations counsel. Greenberg Traurig is counsel to the Debtors' board of directors. Omni Agent Solutions, Inc. is the claims agent and administrative advisor. KAMC HOLDINGS: $120M Bank Debt Trades at 19% Discount ----------------------------------------------------- Participations in a syndicated loan under which Kamc Holdings is a borrower were trading in the secondary market around 81 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$120 million facility is a term loan. The loan is scheduled to mature on August 14, 2027. The loan is fully drawn and outstanding. KAMC Holdings, Inc. was created to facilitate the buyout of Franklin Energy Services, LLC by ABRY Partners. KAMC HOLDINGS: $325M Bank Debt Trades at 20% Discount ----------------------------------------------------- Participations in a syndicated loan under which Kamc Holdings is a borrower were trading in the secondary market around 80 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$325 million facility is a term loan. The loan is scheduled to mature on August 14, 2026. About US$315 million of the loan is drawn and outstanding. KAMC Holdings, Inc. was created to facilitate the buyout of Franklin Energy Services, LLC by ABRY Partners. KAR AUCTION: S&P Raises Rating on Senior Unsecured Debt to 'B' -------------------------------------------------------------- S&P Global Ratings raised the issue-level rating on KAR Auction Service Inc.'s senior unsecured debt to 'B' from 'B-' and revised its recovery rating to '4' (30%-50%; rounded estimate: 40%) from '5'. This follows the company's partial $600 million redemption of its $950 million notes due 2025 using cash from the balance sheet during the third quarter of 2022. With a lower amount of unsecured debt, recovery prospects for unsecured debtholders improves in our hypothetical default scenario. S&P's 'BB-' issue-level rating on KAR's revolver is unchanged. The company has been focused on using cash from the proceeds of its divested ADESA U.S. physical auction business to pay down debt. However, the recent paydown is largely leverage neutral given the company used available cash on its balance sheet. For this reason, the debt paydown is not significant enough to affect our rating on the company. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes a payment default occurring in 2025 and could be caused by one or more of the following adverse factors: sustained economic downturn that reduces consumer and commercial demand for new and used vehicles; operational setbacks in the digital auction marketplace that results in continued net losses; or competitive disruptions from new digital marketplace entrants. -- S&P assumes the company is valued on a going-concern basis applying a 6x enterprise value multiple at the time of default based on S&P's projected emergence EBITDA of $119 million. -- Earlier in 2022, KAR fully repaid its $926 million term loan with proceeds from the sale of its ADESA U.S. physical auction business and subsequently redeemed $600 million of its $950 million senior unsecured notes due June 2025. -- KAR's capital structure now consists of its $325 million cash flow revolver due September 2024 and $350 million of senior unsecured notes due June 2025. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA at emergence: $119 million -- EBITDA multiple: 6x -- LIBOR: 2.50% -- The $325 million revolver is assumed to be drawn 85% at default, consistent with S&P's standard assumption for cash flow revolvers. Simplified waterfall -- Net enterprise value (after 5% administrative costs): $681 million -- Valuation split (obligor/non-obligor): 60%/40% -- Priority claims: $204 million -- Value available to first-lien debt claims (after 65% stock pledge for foreign obligors): $348 million -- Secured first-lien debt claims: $267 million --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $159 million -- Senior unsecured debt and pari-passu claims: $363 million --Recovery expectations: 30%-50% (rounded estimate: 40%) KNIGHT HEALTH: $450M Bank Debt Trades at 31% Discount ----------------------------------------------------- Participations in a syndicated loan under which Knight Health Holdings is a borrower were trading in the secondary market around 69 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$450 million facility is a term loan. The loan is scheduled to mature on December 23, 2028. The loan is fully drawn and outstanding. Knight Energy Holdings, LLC operates as a holding company. The Company, through its subsidiaries, provides packages, drilling jars, inspection, hard banding, and safety training services to the oil and gas industry. KOSA REAL ESTATE: Dec. 14 Plan Confirmation Hearing Set ------------------------------------------------------- Kosa Real Estate LLC filed with the U.S. Bankruptcy Court for the District of Massachusetts an Amended Disclosure Statement with respect to its Plan of Reorganization. On October 31, 2022, Judge Christopher J. Panos approved the Disclosure Statement and ordered that: * December 2, 2022 is fixed as the last day for all persons and entities entitled to vote on the Plan to deliver their Ballots. * December 14, 2022 at 2:00 p.m. by telephone is the confirmation hearing. * December 2, 2022 is fixed as the last day to file any objection to confirmation of the Plan. * December 12, 2022 at 4:30 p.m. is fixed as the last day for the Debtor to file any replies to an objection to confirmation of the Plan. A copy of the order dated October 31, 2022, is available at https://bit.ly/3FPpQlU from PacerMonitor.com at no charge. Counsel for the Debtor: Gary W. Cruickshank, Esq. 21 Custom House Street, Suite 920 Boston, MA 02110 Tel: (617) 330-1960 E-mail: gwc@cruickshank-law.com About Kosa Real Estate LLC Kosa Real Estate LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 22-40079) on Feb. 9, 2022, disclosing as much as $1 million in both assets and liabilities. Judge Christopher J. Panos oversees the case. The Debtor is represented Gary W. Cruickshank, Esq., an attorney practicing in Boston. LABORATORIO ACROPOLIS: Taps Carlos Soto Soto as Accountant ---------------------------------------------------------- Laboratorio Acropolis Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Carlos Soto Soto, a practicing accountant in Hatillo, P.R. The Debtor requires an accountant to: a. assist in preparing monthly reports of operation; b. prepare financial statements; c. assist in preparing cash flow projections and any other projection needed for the disclosure statement; d. assist in any financial and accounting pertaining to or in connection with the administration of the Debtor's estate; e. assist in the preparation and filing of federal, state and municipal tax returns; and f. assist the Debtor in any other assignment that might be delegated. The accountant will be paid an hourly fee of $50 for his services. As disclosed in court filings, Mr. Soto Soto is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Soto Soto holds office at: Carlos J. Soto Soto State Road 129, Km 30.5 Hatillo, Puerto Rico Tel: (787) 307-5403 Email: cssaccounting129@gmail.com About Laboratorio Acropolis Laboratorio Acropolis Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 22-02670) on Sept. 8, 2022, with up to $1 million in both assets and liabilities. Judge Mildred Caban Flores oversees the case. The Debtor tapped Gloria Justiniano Irizarry, Esq., as legal counsel and Carlos Soto Soto as accountant. LAKELAND TOURS: $200M Bank Debt Trades at 15% Discount ------------------------------------------------------ Participations in a syndicated loan under which Lakeland Tours LLC is a borrower were trading in the secondary market around 85 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$200 million facility is a payment-in-kind term loan. The loan is scheduled to mature on September 25, 2025. The loan is fully drawn and outstanding. Lakeland Tours LLC provides educational student travel programs. The Company offers history, science, discoveries, onstage, sports, and career-focused travel opportunities. LATAM AIRLINES: Norton Rose Served as Advisor in Restructuring -------------------------------------------------------------- Global law firm Norton Rose Fulbright has advised on the restructuring of LATAM Airlines Group S.A. (LATAM), the largest airline in Latin America. The restructuring was completed through a Chapter 11 process in the US Bankruptcy Court and is one of the largest Chapter 11 restructurings undertaken for a non-US airline. LATAM filed for Chapter 11 protection in May 2020 and exited the process on 3rd November 2022. As special aircraft counsel, the Norton Rose Fulbright team advised LATAM on the restructuring of its fleet and financing contracts throughout the Chapter 11 process. The firm worked on the restructuring of complex lease financing structures, including the restructuring of the airline's JOLCO financings, securing long-term lease commitments from LATAM's Lessor group and the documentation of new lease commitments as LATAM re-organised its fleet. The firm also worked with the LATAM team to restructure key debt commitments and document new financing commitments prior to the company's emergence from Chapter 11. Norton Rose Fulbright fielded a multi-disciplinary team out of London and New York to advise LATAM on all aspects of the project, working alongside the LATAM team and Chapter 11 counsel Cleary Gottlieb Steen & Hamilton. The London team was led by Norton Rose Fulbright partners Owen Mulholland and Richard Green, with support from fellow partners Alison Baxter, Charlotte Winter and Will Alete. Out of New York, the team was led by Norton Rose Fulbright partner Sean Corrigan and senior associate Ryan Apar. Partner Owen Mulholland commented: "The LATAM Chapter 11 restructuring was a fascinating, and challenging, case to work on. The Norton Rose Fulbright team is delighted to see the restructuring come to a successful conclusion for LATAM and to have supported the LATAM team throughout the process." The firm's multi-award winning, global aviation practice holds 11 tier 1 rankings across the leading legal directories, Chambers and Legal 500, based on the feedback of clients and peers. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LEARFIELD COMMUNICATIONS: US$100M Bank Debt Trades at 18% Discount ------------------------------------------------------------------ Participations in a syndicated loan under which Learfield Communications is a borrower were trading in the secondary market around 81.6 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$100 million facility is a term loan. The loan is scheduled to mature in December 2024. About US$75 million of the loan is drawn and outstanding. Learfield Communications provides sports radio broadcasting services. LEARFIELD COMMUNICATIONS: US$864M Bank Debt Trades at 20% Discount ------------------------------------------------------------------ Participations in a syndicated loan under which Learfield Communications is a borrower were trading in the secondary market around 79 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$864 million facility is a term loan. The loan is scheduled to mature in December 2023. About US$862 million of the loan is drawn and outstanding. Learfield Communications provides sports radio broadcasting services. LERETA LLC: $250M Bank Debt Trades at 16% Discount -------------------------------------------------- Participations in a syndicated loan under which Lereta LLC is a borrower were trading in the secondary market around 83.8 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$250 million facility is a term loan. The loan is scheduled to mature in 2028. The loan is fully drawn and outstanding. LERETA LLC provides financial services. The Company offers real estate tax services and flood determination products. LHS BORROWER: $1.4B Bank Debt Trades at 20% Discount ---------------------------------------------------- Participations in a syndicated loan under which LHS Borrower is a borrower were trading in the secondary market around 80 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$1.4 billion facility is a term loan. The loan is scheduled to mature on February 18, 2029. The loan is fully drawn and outstanding. LHS Borrower, LLC, a wholly owned subsidiary of Leaf Home Solutions, LLC, is a direct-to-consumer home solutions platform serving underserved markets with innovative home safety and improvement solutions throughout the United States and Canada. Leaf Home Solutions, LLC was purchased through an LBO by Gridiron Capital in 2016. LIFESCAN GLOBAL: $275M Bank Debt Trades at 28% Discount ------------------------------------------------------- Participations in a syndicated loan under which LifeScan Global is a borrower were trading in the secondary market around 71.6 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$275 million facility is a term loan. The loan is scheduled to mature on October 1, 2025. The loan is fully drawn and outstanding. LifeScan Global manufactures diagnostic equipment. LIFESCAN GLOBAL: US$1.4B Bank Debt Trades at 27% Discount --------------------------------------------------------- Participations in a syndicated loan under which LifeScan Global is a borrower were trading in the secondary market around 73 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$1.4B facility is a term loan. The loan is scheduled to mature on October 1, 2024. The loan is fully drawn and outstanding. LifeScan Global manufactures diagnostic equipment. LIGADO NETWORKS: $117M Bank Debt Trades at 59% Discount ------------------------------------------------------- Participations in a syndicated loan under which Ligado Networks LLC is a borrower were trading in the secondary market around 40.9 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$117 million facility is a term loan. The loan is scheduled to mature on May 27, 2023. The loan is fully drawn and outstanding. Ligado Networks, formerly known as LightSquared, is an American satellite communications company. After restructuring, emerging from bankruptcy and modifying its network plan, the new company, Ligado Networks, launched in 2016. LIMETREE BAY TERMINALS: $465M Bank Debt Trades at 30% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Limetree Bay Terminals is a borrower were trading in the secondary market around 69.9 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$465 million facility is a term loan. The loan is scheduled to mature on February 15, 2024. About US$440 million of the loan is drawn and outstanding. Limetree Bay Terminals operates oil terminals. The Company's country of domicile is Virgin Islands. LIQUI-BOX HOLDINGS: Sealed Air Deal No Impact on Moody's B3 Rating ------------------------------------------------------------------ Moody's Investors Service says the proposed sale of Liqui-Box Holdings, Inc. ("Liqui-Box", B3 stable) to Sealed Air Corp. ("Sealed Air", Ba1 stable) has no immediate impact on the ratings of Liqui-Box. On November 1, 2022, Sealed Air announced it had signed a definitive agreement to acquire Liqui-Box's flexibles business segment for $1.15 billion. The flexibles business segment accounts for about 50% of Liqui-box's estimated total fiscal yearend December 2022 revenue (-$365 million) and around 80% of adjusted EBITDA (-$85 million). The acquisition is subject to regulatory approvals and customary closing conditions. Prior to the estimated closing of the transaction in the first quarter of 2023, Liqui-Box will execute a restructuring to separate its DW Reusables, Corplex and Engineered Foam Products business segments from Liqui-Box. As a result, the remaining Liqui-Box assets will be those of the flexibles business, which includes liquid packaging and dispensing solutions, injection molding solutions, fitments, and related products and services. Moody's believes that based on the proposed transaction, the use of proceeds from the sale will be used to repay all outstanding indebtedness of Liqui-Box Holdings, Inc. If Liqui-Box's debt is retired, Moody's will withdraw the ratings upon repayment. In the event that Liqui-Box's debt is not retired, Moody's will consider Liqui-Box's remaining asset and leverage profile with respect to its B3 Corporate Family Rating, as well as the provision of sufficient financial and operational disclosures to maintain the ratings. Headquartered in Richmond, Virginia, Liqui-Box Holdings, Inc. is a manufacturer of flexible and rigid packaging serving the food and beverage, consumer goods, and industrial end markets. The company is owned by private equity firm Olympus Partners. LOYALTY VENTURES: $500M Bank Debt Trades at 68% Discount -------------------------------------------------------- Participations in a syndicated loan under which Loyalty Ventures Inc is a borrower were trading in the secondary market around 32 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$500 million facility is a term loan. The loan is scheduled to mature in 2027. About US$472 million of the loan is drawn and outstanding. Loyalty Ventures, Inc. is a provider of technology-enabled, data-driven consumer loyalty solutions. LUCKY BUCKS: $555M Bank Debt Trades at 35% Discount --------------------------------------------------- Participations in a syndicated loan under which Lucky Bucks LLC is a borrower were trading in the secondary market around 64.9 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$555 million facility is a term loan. The loan is scheduled to mature on July 30, 2027. About US$527 million of the loan is drawn and outstanding. Lucky Bucks LLC provides coin-operated amusement machines. LYONS MAGNUS: $285M Bank Debt Trades at 28% Discount ---------------------------------------------------- Participations in a syndicated loan under which Lyons Magnus Inc is a borrower were trading in the secondary market around 72 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$285 million facility is a term loan. The loan is scheduled to mature on November 14, 2024. The loan is fully drawn and outstanding. Lyons Magnus Inc produces and markets food products. MALLINCKRODT INTERNATIONAL: $1.39B Debt Trades at 18% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Mallinckrodt International is a borrower were trading in the secondary market around 81.8 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$1.39 billion facility is a term loan. The loan is scheduled to mature on September 30, 2027. About US$1.38 billion of the loan is drawn and outstanding. Mallinckrodt International manufactures and distributes pharmaceutical products. MALLINCKRODT INTERNATIONAL: $369M Bank Debt Trades at 19% Discount ------------------------------------------------------------------ Participations in a syndicated loan under which Mallinckrodt International is a borrower were trading in the secondary market around 81 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$369 million facility is a term loan. The loan is scheduled to mature on September 30, 2027. About US$367 million of the loan is drawn and outstanding. Mallinckrodt International manufactures and distributes pharmaceutical products. MALLINCKRODT PLC: Bid to Certify Appeal of Antitrust Order Denied ----------------------------------------------------------------- In the appealed case styled IN RE: MALLINCKRODT PLC, et al., Chapter 11, Debtors. ATTESTOR LIMITED and HUMANA INC., Appellants, v. MALLINCKRODT PLC, et al., Appellees, Case No. 20-12522-JTD, Civ. No. 21-1780-TLA, (D. Del.), Circuit Judge Thomas L. Ambro denies the motion for certification filed by the Acthar Claimants. Attestor Limited, on behalf of itself and its affiliated entities, and Humana Inc. ("Acthar Claimants") appeal the bankruptcy court's Order denying the Acthar Claimants' administrative claims (the "Antitrust Order"). Before briefing on the merits began, the Acthar Claimants moved the Court to certify the Antitrust Order for direct appeal to the Third Circuit Court of Appeals. The appeal stems from the Chapter 11 bankruptcy case filed by Mallinckrodt plc and 63 of its subsidiaries. In Mallinckrodt's bankruptcy, the Acthar Claimants filed a motion for an order allowing administrative expenses based on damages allegedly caused by post-petition purchases of Acthar Gel (the "Administrative Claims"). They alleged their purchases were at supracompetitive prices that were the result of Mallinckrodt's anticompetitive acquisition of the drug. After a bench trial, the bankruptcy court denied the Administrative Claims. Two drugs are at center in this case: (1) Acthar, a naturally sourced mixture of adrenocorticothrophic hormone ("ACTH") analogs and other pituitary peptides, that has been produced by Mallinckrodt since 1952. . . it is not covered by a patent, but its formulation process is a trade secret and there is no generic version of it; and (2) Synacthen, a slow-release formulation of synthetic ACTH that treats many of the same conditions as Acthar but is not approved in the U.S. — it has no patent protection or trade secret protection. The Acthar Claimants allege Mallinckrodt's predecessor violated antitrust law when it purchased from Novartis in 2013 the U.S. development, marketing and sale rights to Synacthen. Shortly after this acquisition, the Federal Trade Commission opened an investigation to determine whether Mallinckrodt violated antitrust law. Meanwhile, two losing bidders for the Synacthen rights sought to develop a synthetic ACTH product. One bidder advanced to manufacturing "proof of concept" batches but eventually abandoned efforts to obtain FDA approval. The other bidder began pursuing FDA approval and, after a 2017 settlement reached in the investigation by the FTC of Mallinckrodt, received a license to sell Synacthen commercially for infantile spasms and nephrotic syndrome. Ultimately, its attempt to bring Synacthen to market failed. Mallinckrodt itself ceased efforts to obtain FDA approval for Synacthen. Now, the Acthar Claimants ask that the Court to certify a direct appeal of the Antitrust Order per 28 U.S.C. Section 158(d)(2). The Acthar Claimants argue that a direct appeal should be certified because there is no controlling decision of the Third Circuit or Supreme Court that provides the standard for antitrust standing in this case. They argue that a direct appeal will materially advance the progress of the case. The parties debate whether the Third Circuit's decision in In re Wellbutrin XL Antitrust Litig. Indirect Purchaser Class, 868 F.3d 132 (3d. Cir. 2017), controls this question of law. In that case, drug purchasers challenged a brand-name drug producer's "reverse payment" settlement with a generic drug producer as anticompetitive. Most relevant here, the Court considered whether the generic drug producer could have hypothetically overcome the independent obstacle to its competition that was posed by a third party's patent. It held the plaintiffs did not establish antitrust standing because they could not show it was more likely than not the generic producer would have been able to launch its product in spite of the third-party patent. Judge Ambro denies the motion because the Acthar Claimants have not shown the conditions requiring certification are met. He maintains that this appeal does not involve a matter of public importance sufficient to require direct appeal. Judge Ambro finds that (1) Wellbutrin is controlling precedent and currently provides a standard to be applied in cases like this, and (2) concerns about the implications of the allegedly anticompetitive acquisition are softened, as the FTC already settled antitrust claims against Mallinckrodt. A full-text copy of the Memorandum Opinion dated Oct. 31, 2022, is available at https://tinyurl.com/yckcmwa4 from Leagle.com. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP as restructuring advisor. Prime Clerk, LLC is the claims agent. The official committee of unsecured creditors retained Cooley, LLP, as its legal counsel; Robinson & Cole, LLP as co-counsel; and Dundon Advisers, LLC as financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid-related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld, LLP as its lead counsel; Cole Schotz as Delaware co-counsel; Province, Inc. as financial advisor; and Jefferies, LLC as investment banker. * * * Mallinckrodt plc on June 16, 2022, announced that it has successfully completed its reorganization process, emerged from Chapter 11 and completed the Irish Examinership proceedings. Implementing the Plan and the Scheme strengthens the Company's balance sheet, reduces its total debt by approximately $1.3 billion and enables it to move forward with more than $250 million in cash and cash equivalents on hand. The Plan and Scheme include key legal settlements that resolve opioid claims brought against the Company and litigation matters involving Acthar Gel, among other claims, and provides for significant equitization of the Company's guaranteed unsecured notes. MASTEN SPACE: Amends Secured & Unsecured Claims Details ------------------------------------------------------- Masten Space Systems Inc., submitted a Modified combined Disclosure Statement and Chapter 11 Plan of Liquidation dated November 1, 2022. The Debtor recognized a sale of the business as a going concern likely would need to be done through bankruptcy. To that end, the Debtor sought to arrange postpetition financing to provide the Debtor with sufficient funds to complete a sale process. On or prior to the September 2, 2022, bid deadline, the Debtor received the Stalking Horse Bid from Astrobotic for $4,500,000, plus payments of amounts necessary to cure assumed executory contracts, plus a waiver of Astrobotic's claims against the Debtor's estate. The Debtor also received two bids for less than substantially all of the Debtor's assets; these two lot bids aggregated less than the consideration to be received under the Stalking Horse Bid. The Sale closed on September 9, 2022, and the Debtor received $2,678,300 from Astrobotic. This amount represents the sum due after accounting for the cash portion of the purchase price, the cost of certain contracts during the Designation Period, and the credit bid of the full amount of the DIP loan, plus all fees and interest. From the proceeds, $183,658.52 is being segregated as adequate protection for the asserted Secured Claim of Wallace and Smith Contractors. The Debtor believes that there are no secured claims. Wallace & Smith Contractors filed proof of claim asserting a secured claim in the amount of $183,658.52, and United Partition Systems, Inc., filed a proof of claim asserting a secured claim in the amount of $69,447. As a result of the designation rights process, Astrobotic requested that the Debtor assume and assign to it both secured creditors' contracts. As a result, Astrobotic is responsible for payment of all obligations arising under the contracts. As more fully set forth in the Liquidation Analysis, the Debtor estimates that there may be between $13 and $15 million of General Unsecured Claims asserted against the Estate. That estimate of the claims pool does not include: (i) the possibility that the certain of those claims arise from Scheduled Contracts that may be the subject of assumption and assignment to third parties following the Effective Date, (ii) any Rejection Claims that may be asserted by governmental entities, or (iii) any defenses to asserted general unsecured Claims. The number of claims, particularly potential Claims by governmental entities with whom the Debtor was a party, may significantly change the anticipated distributions to be received on account of Class 3 and Class 4 Allowed Claims. Class 2 consists of Secured Claims. Each Holder of an Allowed Class 2 Claim, at the option of the Debtor or the Liquidating Trustee, as applicable, shall receive in full and final satisfaction, settlement, and release of and in exchange for such Allowed Class 2 Claim: (A) return of the collateral securing such Allowed Secured Claim; or (B) Cash equal to the amount of such Allowed Secured Claim; or (C) such other treatment which the Debtor and the Holder of such Secured Claim have agreed upon in writing. The allowed secured claims total $0. This Class will receive a distribution of 100% of their allowed claims. Class 3 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive in full and final satisfaction, settlement, and release of and in exchange for its Allowed Class 3 Claim its Pro Rata share of the General Unsecured Claim Distribution Fund. Class 3 General Unsecured Claims are impaired. The allowed unsecured claims total $14,000,000. This Class will receive a distribution of 1% to 10% of their allowed claims. On the Effective Date, all Interests shall be deemed canceled, extinguished and of no further force or effect, and the Holders of Interests shall not be entitled to receive or retain any property on account of such Interest. On the Effective Date the Debtor will transfer all of its Assets to the Liquidation Trust, for Distribution in accordance herewith. The Confirmation Order shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Combined Disclosure Statement and Plan. Following the Effective Date, the Liquidation Trustee shall take all actions reasonably necessary to dissolve the Debtor under any applicable laws. The Confirmation Hearing has been scheduled for November 8, 2022 at 10:00 a.m. at which time the Bankruptcy Court will consider final approval of the disclosures in the Combined Disclosure Statement and Plan and Confirmation of the Combined Disclosure Statement and Plan. A full-text copy of the Modified Combined Disclosure Statement and Plan dated November 1, 2022, is available at https://bit.ly/3Uf272U from PacerMonitor.com at no charge. Counsel to the Debtor: Jeffrey R. Waxman, Esq. Brya M. Keilson, Esq. Sarah M. Ennis, Esq. Morris James LLP 500 Delaware Ave #1500 Wilmington, DE 19801 Phone: +1 302-888-6800 Email: jwaxman@morrisjames.com Email: bkeilson@morrisjames.com Email: sennis@morrisjames.com About Masten Space Systems Masten Space Systems, Inc. -- https://www.masten.aero/ -- is a space infrastructure company in Mojave, Calif. Masten Space Systems filed for Chapter 11 protection (Bankr. D. Del. Case No. 22-10657) on July 29, 2022, with between $10 million and $50 million in both assets and liabilities. David Masten, president and chief technology officer of Masten Space Systems, signed the petition. The Debtor tapped Morris James, LLP as bankruptcy counsel; Alston & Bird, LLP as special counsel; Gavin/Solmonese, LLC as financial advisor and restructuring advisor; and Stretto, Inc. as balloting agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on Aug. 16, 2022. The committee is represented by Kilpatrick Townsend & Stockton, LLP and Cozen O'Connor. MCDERMOTT TECHNOLOGY: $2.26B Bank Debt Trades at 45% Discount ------------------------------------------------------------- Participations in a syndicated loan under which McDermott Technology is a borrower were trading in the secondary market around 54.9 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$2.26 billion facility is a term loan. The loan is scheduled to mature in 2025. About US$2.22 billion of the loan is drawn and outstanding. McDermott Technology (Americas) Inc., also known as McDermott Technology (Americas), LLC, is an operating subsidiary of McDermott International, Inc. MCDERMOTT TECHNOLOGY: $310M Bank Debt Trades at 45% Discount ------------------------------------------------------------ Participations in a syndicated loan under which McDermott Technology is a borrower were trading in the secondary market around 54.9 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$310 million facility is a term loan. The loan is scheduled to mature in 2025. About US$305 million of the loan is drawn and outstanding. McDermott Technology (Americas) Inc., also known as McDermott Technology (Americas), LLC, is an operating subsidiary of McDermott International, Inc. MED PARENTCO: $360M Bank Debt Trades at 27% Discount ---------------------------------------------------- Participations in a syndicated loan under which MED ParentCo LP is a borrower were trading in the secondary market around 72.7 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$360 million facility is a term loan. The loan is scheduled to mature on August 30, 2027. The loan is fully drawn and outstanding. MED ParentCo., LP. (MyEyeDr) provides management services to MyEyeDr. O.D. optometrists and their practices. MyEyeDr practices offer vision care services, prescription eyeglasses and sunglasses, and contact lenses. MyEyeDr has been controlled by affiliates of Goldman Sachs Merchant Banking Division since August 2019. MED PARENTCO: $970M Bank Debt Trades at 17% Discount ---------------------------------------------------- Participations in a syndicated loan under which MED ParentCo LP is a borrower were trading in the secondary market around 82.9 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$970 million facility is a term loan. The loan is scheduled to mature on August 31, 2026. The loan is fully drawn and outstanding. MED ParentCo., LP. (MyEyeDr) provides management services to MyEyeDr. O.D. optometrists and their practices. MyEyeDr practices offer vision care services, prescription eyeglasses and sunglasses, and contact lenses. MyEyeDr has been controlled by affiliates of Goldman Sachs Merchant Banking Division since August 2019. MEDICAL DEPOT: $167M Bank Debt Trades at 81% Discount ----------------------------------------------------- Participations in a syndicated loan under which Medical Depot Holdings is a borrower were trading in the secondary market around 18.7 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$167 million facility is a term loan. The loan is scheduled to mature in 2024. The loan is fully drawn and outstanding. Medical Depot Holdings operates as a holding company. The Company, through its subsidiaries, manufactures and distributes medical equipment. MERLIN BUYER: $85M Bank Debt Trades at 16% Discount --------------------------------------------------- Participations in a syndicated loan under which Merlin Buyer Inc is a borrower were trading in the secondary market around 83.7 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$85 million facility is a term loan. The loan is scheduled to mature on December 14, 2029. The loan is fully drawn and outstanding. MERRITT ENTERPRISES: Unsecureds to Recover 25% over 20 Quarters --------------------------------------------------------------- Merritt Enterprises, Inc., and PMC Partners, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Joint Plan of Reorganization dated October 31, 2022. Merritt Enterprises, Inc. ("MEI") is a Virginia corporation formed on June 4, 2014 with its principal office and place of business located in Fredericksburg, Virginia (Spotsylvania County). Thomas & Carole Merritt (the "Merritts") owned the stock in MEI until such stock was purchased by PMC Partners, LLC ("PMC") on or about November 25, 2020. PMC was formed for the purpose of acquiring the stock of MEI and engages in no other business than owning and overseeing the operations of MEI. MEI has shuttered its grounds maintenance and snow removal line in order to focus solely on commercial custodial services. While this change has resulted in significant cost savings, MEI continues to operate at a loss, due primarily to customer losses following the purchase of the business in 2020. To assure an income stream going forward, MEI and PMC have agreed to sell the assets of MEI to a proven buyer ("Buyer"), with a 5 year payout, which will fund the Joint Plan. MEI and PMC expect the contract to be signed by November 4, 2022, at which time the Debtors will file a copy of the executed contract with the Court. The Buyer will contribute $2,500, at closing, toward payment of the Debtors' administrative expenses and MEI shall contribute $2,5000 towards administrative expenses, with the balance of administrative claims to be paid over a period of no less than 6 months from the effective date. The financial projections show that the Reorganized Debtor MEI will have projected available cash of approximately $79,675 through 2028, from which to fund its quarterly Plan payments. MEI's final Plan payment is expected to be paid 60 months following the effective date of the Plan. The financial projections show that the Reorganized Debtor PMC will have projected available cash of approximately $15,000 through 2028, plus 75% of its net recovery from its claim against the Merritts. PMC's final Plan payment is expected to be paid 60 months following the effective date of the plan. This Plan proposes to pay the Debtors' creditors through Available Cash and Disposable Income through August 31, 2026. Class 1 for MEI shall consist of non-priority general unsecured claims. Class 1 claimants shall receive pro rata distributions of no less than $79,675 (or 25%) of the total claims ($311,234) in the class, over 20 quarters. Class 1 for PMC shall consist of non-priority general unsecured claims. Class 1 claimants shall receive a pro rata distribution of no less than $15,000 (1%) of the total claims ($1,177,169) in the class over 20 quarters, plus 75% of the net proceeds of its claim against the Merritts. The interest holders of MEI shall retain their Equity Interests in MEI. The interest holders of PMC shall retain their Equity Interests in PMC. Payments under the Plan will be made quarterly out of the anticipated payments from the Buyer and, with respect to PMC, from any recovery on the claim against Thomas and Carole Merritt. On the effective date, all other Estate property shall revest in the Reorganized Debtors. A full-text copy of the Joint Reorganizing Plan dated October 31, 2022, is available at https://bit.ly/3FMlGuW from PacerMonitor.com at no charge. Counsel for the Debtor: David K. Spiro, Esq. David G. Browne, Esq. SPIRO & BROWNE, PLLC 6802 Paragon Place, Suite 410 Richmond, VA 23230 Tel: 804-441-6080 Fax: 804-836-1855 E-mail: dspiro@sblawva.com About Merritt Enterprises Merritt Enterprises, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 22-11010) on August 2, 2022. The Debtor disclosed $0 to $50,000 in assets and $100,001 to $500,000 in liabilities. The Debtor is represented by David Spiro of Spiro & Browne, PLC. MESO DELRAY: Taps Lester S. Caesar, CPA as Accountant ----------------------------------------------------- Meso Delray, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Lester S. Caesar, CPA as its accountant. The Debtor requires an accountant to: a) prepare Form 1065 and all state filings for the years ended December 31, 2021 and 2022; b) assist in bookkeeping for the partnership return; and c) provide tax advice and respond to questions relating to tax preparation. The firm will be paid at these rates: Partner $400 per hour Manager $325 per hour Senior Staff $250 per hour Bookkeeping Staff $135 to $150 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. The retainer is $7,500. As disclosed in court filings, Lester S. Caesar, CPA is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lester S. Caesar Lester S. Caesar, CPA 280 Madison Avenue, Suite 1003 New York, NY 10016 Tel: (212) 752-8377 About Meso Delray Meso Delray, LLC operates a restaurant in Delray Beach, Fla., which specializes in Mediterranean cuisine. Meso Delray sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22388) on June 27, 2022. In the petition signed by its managing member, Alan Schoening, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped H. Bruce Bronson, Esq., at Bronson Law Office, P.C. as legal counsel and Lester S. Caesar, CPA as accountant. MICHAELS COS: $1.9B Bank Debt Trades at 23% Discount ---------------------------------------------------- Participations in a syndicated loan under which Michaels Cos is a borrower were trading in the secondary market around 77 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$1.9 billion facility is a term loan. The loan is scheduled to mature on April 15, 2028. The loan is drawn fully and outstanding. The Michael Companies, Inc. operates as a chain of arts and crafts stores. MIDOR ELECTRICITY: EUR27M Bank Debt Trades at 16% Discount ---------------------------------------------------------- Participations in a syndicated loan under which MIDOR Electricity Co is a borrower were trading in the secondary market around 84 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The EUR27 million facility is a term loan. The loan is scheduled to mature in 2029. MIDOR Electricity (MidElec) is an S.A.E. company incorporated in 1998 according to the Investment law 8/1997 as a general free zone company. The Company's country of domicile is Egypt. MIDWEST OVERNITE: Court OKs Cash Collateral Access Thru Dec 31 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nebraska authorized Midwest Overnite, Inc. authorized Midwest Overnite Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, between September 25, 2022, and December 31, 2022. Prior to the petition date, the Debtor entered into several loan documents with the U.S. Small Business Administration including: a. Loan Authorization and Agreement dated November 7, 2021; b. Note dated November 7, 2021; c. Security Agreement dated November 7, 2007; and d. a UCC-1 financing statement with the Nebraska Secretary of State at Filing No. 9721311579-8 filed at 9:07 AM CST on November 22, 2021. The Debtor also acknowledges that all or substantially all of its assets, subject to the provisions of the Bankruptcy Code, including applicable avoidance actions, are subject to the liens and security interests of a number of entities, including: a. Centris Federal Credit Union, which filed a UCC-1 financing statement with the Nebraska Secretary of State at Filing No. 9821311820-3 at 5:38 PM CST on November 22, 2021; b. Samson MCA, LLC, which filed a UCC-1 financing statement with the Nebraska Secretary of State at Filing No. 9722376217-1 on September 28, 2022; and c. First Bank & Trust from South Dakota, which possesses security interest in certain of the Debtor's assets covered by certificates of title. As adequate protection, the SBA is granted continuing, valid, binding, enforceable, non-avoidable, and perfected postpetition security interests in and liens on the Prepetition Collateral. Pursuant to the agreement between the Debtor and Centris, and in order to provide adequate protection for Centris' interests in the Titled Vehicles pursuant to 11 U.S.C. section 361, the Debtor will pay Centris adequate protection payments in the amount of $2,971 per week, as set forth in the Budget. A hearing on the matter is set for November 21 at 9 a.m. A copy of the order is available at https://bit.ly/3DFhkTW from PacerMonitor.com. About Midwest Overnite, Inc. Midwest Overnite, Inc. operates in the general freight trucking industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Neb. Case No. 22-80737) on October 6, 2022. In the petition signed by Chris Horn, Sr., president, the Debtor disclosed up to $ 1 million in assets and up to $10 million in liabilities. Judge Thomas L. Saladino oversees the case. Patrick R. Turner, Esq., at Turner Legal Group, LLC, is the Debtor's counsel. MITCHELL INTERNATIONAL: $525M Bank Debt Trades at 19% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Mitchell International is a borrower were trading in the secondary market around 80.8 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$525 million facility is a term loan. The loan is scheduled to mature on October 15, 2029. The loan is fully drawn and outstanding. Mitchell International, Inc. is an American company based in San Diego, Calif., which develops software used by the automotive industry to manage collision and medical claims, parts and labor estimates, and glass replacement quotes. MLN US HOLDCO: $1.12B Bank Debt Trades at 43% Discount ------------------------------------------------------ Participations in a syndicated loan under which MLN US Holdco is a borrower were trading in the secondary market around 57 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$1.12 billion facility is a term loan. The loan is scheduled to mature on November 30, 2025. About US$1.07 billion of the loan is drawn and outstanding. MLN US Holdco LLC manufactures communication equipment. MLN US HOLDCO: $260M Bank Debt Trades at 61% Discount ----------------------------------------------------- Participations in a syndicated loan under which MLN US Holdco is a borrower were trading in the secondary market around 39 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$260 million facility is a term loan. The loan is scheduled to mature on November 30, 2026. The loan is fully drawn and outstanding. MLN US Holdco LLC manufactures communication equipment. MMC JUICE: Wins Cash Collateral Access Thru Dec 1 ------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized MMC Juice Investors, Co. to use cash collateral on an interim basis, in accordance with the budget, through December 1, 2022. The Debtor requires the use of cash collateral to finance its ongoing post-petition business operations. Newtek Small Business Finance, LLC has a senior valid blanket lien upon the Debtor's assets as of the bankruptcy filing date and the cash proceeds thereof. Newtek holds a senior security interest in all of the Debtor's assets by way of a valid lien duly filed of which the amount due and owing totals no less than $260,000. The other potential other lien holder is the United States Small Business Administration by reason of its EIDL loan. In return for the Debtor's continued interim use of cash collateral, and for any diminution in value of Newtek's interest in the cash collateral from and after the Petition date, Newtek will receive an administrative expense claim pursuant to 11 U.S.C. Section 507(b). In further return for the Debtor's continued interim use of cash collateral, Newtek is granted a replacement lien in substantially all of the Debtor's assets, including cash collateral equivalents and the Debtor's cash and accounts receivable, among other collateral to the extent and validity as held prepetition. A hearing on the matter is set for December 1 at 11 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3DEaXA9 from PacerMonitor.com. The Debtor projects $42,300 in total revenue and $41,588 in total operating expenses for November 2022. About MMC Juice Investors, Co. MMC Juice Investors, Co. operates a Clean Juice restaurant under a franchise agreement with Clean Juice Franchise Co. MMC Juice operates in a shopping center in Naperville, Ill., and has been in business since 2019. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-11403) on October 3, 2022. In the petition signed by Michelle Constantino, president, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge LaShonda A. Hunt oversees the case. Richard G Larsen, Esq., at SpringerLarsenGreene, LLC, is the Debtor's counsel. MMJS ENGINEERING: Wins Cash Collateral Access Thru Dec 1 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California authorized MMJS Enginering to use cash collateral on an interim basis in accordance with the budget, with a 15% variance, through December 1, 2022. The Debtor is directed to provide adequate protection to the secured creditors: a. The Debtor will pay U.S. Small Business Administration $366 per month, starting from November 2022; b. Secured creditors are granted replacement liens on the Debtor's postpetition cash collateral with the same validity, extent and priority as their prepetition liens and as they would have under non-bankruptcy law, to the extent that their cash collateral is actually used; c. The Debtor must segregate and hold in its cash collateral DIP bank account all revenue exceeding the funds needed to pay the expenses set forth on the Budget. A continued hearing on the matter is set for December 1 at 2 p.m. A copy of the order is available at https://bit.ly/3WzFBDy from PacerMonitor.com. About MMJS Enginering MMJS Enginering sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 22-02691-11) on October 19, 2022. In the petition filed by Mark Anthony Martini, chief executive officer, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Margaret M. Mann oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP, is the Debtor's legal counsel. MONITRONICS INTERNATIONAL: $822M Bank Debt Trades at 34% Discount ----------------------------------------------------------------- Participations in a syndicated loan under which Monitronics International is a borrower were trading in the secondary market around 66 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$822 million facility is a term loan. The loan is scheduled to mature on March 29, 2024. About US$797 million of the loan is drawn and outstanding. Monitronics International, Inc. (doing business as Brinks Home) is an American company that offers home security systems. MORAN FOODS: $140M Bank Debt Trades at 17% Discount --------------------------------------------------- Participations in a syndicated loan under which Moran Foods LLC is a borrower were trading in the secondary market around 83 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$140 million facility is a term loan. The loan is scheduled to mature in 2024. The loan is fully drawn and outstanding. Moran Foods, LLC operates as a supermarket. MORAN FOODS: $180M Bank Debt Trades at 29% Discount --------------------------------------------------- Participations in a syndicated loan under which Moran Foods LLC is a borrower were trading in the secondary market around 71.5 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$180 million facility is a term loan. The loan is scheduled to mature in 2024. The loan is fully drawn and outstanding. Moran Foods, LLC operates as a supermarket. MOUNTAINEER MERGER: $200M Bank Debt Trades at 17% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Mountaineer Merger is a borrower were trading in the secondary market around 83.5 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$200 million facility is a term loan. The loan is scheduled to mature on October 22, 2028. Mountaineer Merger Corporation owns and operates departmental stores. MR. COOPER: S&P Downgrades ICR to 'B', Outlook Stable ----------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Mr. Cooper Group Inc. and its subsidiaries, as well as the senior unsecured issue rating, to 'B' from 'B+'. The outlook is stable. The recovery rating on the unsecured debt remains '4', indicating its expectation of an average recovery (40%) in a simulated default scenario. The one-notch downgrade reflects COOP's weaker-than-expected operating performance, as rising interest rates led to plummeting mortgage origination volumes with gain-on-sale margins compressing. From a macroeconomic standpoint, S&P's economists now expect U.S. GDP growth of 1.6% in 2022 (versus 1.8% in August 2022), 0.2% in 2023, and a shallow recession in the first half of 2023. In addition to macroeconomic uncertainty, the rise in mortgage interest rates will continue to create headwinds for the mortgage industry as origination volume is expected to decline. The rise in residential mortgage rates from near 3% at the beginning of this year to around 7% currently has caused mortgage origination volumes to plunge, weighing heavily on the performance of COOP and other companies. The Mortgage Bankers Assn. (MBA) forecasts full-year 2022 originations will fall by about 49% on a yearly basis to $2.25 trillion for the industry and further decrease by 9% in 2023 to $2.05 trillion. COOP's gross debt to adjusted EBITDA increased to 5.7x in the rolling 12 months ended Sept. 30, 2022, versus 2.7x at year-end 2021. The rise in leverage is due to a sharp decline in EBITDA, which was $677 million in the rolling 12 months ended Sept. 30, 2022, versus $1.03 billion for full-year 2021 and $1.13 billion on Sept. 30, 2021. Gain-on-sale margin declined to 1.96% from 2.23% the prior quarter and 2.98% as of Sept. 30, 2021. COOP's debt to tangible equity increased to 0.97x as of Sept. 30, 2022, from 0.76x a year ago. As of Sept. 30, 2022, COOP's servicing portfolio's unpaid principal balance (UPB) grew to $854 billion versus $668 billion a year ago as it acquired around $93 billion of servicing UPB through open-market purchases. S&P views these on-balance-sheet mortgage servicing rights (MSRs) favorably because they provide a recurring cash flow and a natural, albeit imperfect, hedge to the company's production platform. S&P also expect rising interest rates will lead to growth in income generated on escrow accounts that will benefit net servicing related revenues. The company expects UPB growth to flatten for a couple quarters owing to deboarding of loans from an existing client. The servicing portfolio is 54% subservicing, and the rest is forward owned. As of September 2022, the 60-day delinquency rate for COOP's servicing portfolio was 2.5%, versus 4.0% a year ago. As a result of share repurchases and MSR purchases, the cash balance declined to $530 million on Sept. 30, 2022, from $895 million at year-end 2021. The company also has access to $8.2 million in unused borrowing capacity left on its facilities. S&P said, "The stable outlook reflects our expectation that over the next 12 months, the tough operating conditions will continue to pressure COOP's performance, such that debt to EBITDA will remain over 5.0x with debt to tangible equity around 1.0x. "We could lower the ratings over the next 12 months if we expect debt to tangible equity to rise above 1.5x on a sustained basis. We could also lower our ratings if the company discloses significant regulatory or compliance failures that affect its operating profitability or market position. "We could raise the rating if an improvement in industry conditions leads to a rebound in the company's operating performance such that our measure of debt to EBITDA is well below 4.0x and debt to tangible equity remains below 1.0x." MUSE BROOKLYN: Hires Law Firm of Ronald D. Weiss P.C. as Counsel ---------------------------------------------------------------- The Muse Brooklyn, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Firm of Ronald D. Weiss, P.C. as counsel. The firm's services include: a. providing legal advice with respect to the powers and duties of the Debtor in the continued management of its property; b. representing the Debtor before the bankruptcy court and at all hearings on matters pertaining to its affairs, including contested matters that may arise during its Chapter 11 case; c. advising and assisting the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; d. preparing legal papers; and e. performing other necessary legal services for the Debtor. The firm will be paid at these rates: Attorneys $450 per hour Paralegals $250 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. The Debtor paid the firm a retainer of $18,500. As disclosed in court filings, the Law Firm of Ronald D. Weiss is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ronald D. Weiss, Esq. Law Firm of Ronald D. Weiss, P.C. 734 Walt Whitman Rd. Suite 203 Melville, NY 11747 Tel: (631) 271-3737 Email: weiss@ny-bankruptcy.com About The Muse Brooklyn The Muse Brooklyn, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42314) on Sept. 21, 2022, with up to $1 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Law Firm of Ronald D. Weiss, P.C. serves as the Debtor's legal counsel. MVK INTERMEDIATE: $335M Bank Debt Trades at 24% Discount -------------------------------------------------------- Participations in a syndicated loan under which MVK Intermediate is a borrower were trading in the secondary market around 76.5 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$335 million facility is a term loan. The loan is scheduled to mature on September 25, 2026. The loan is fully drawn and outstanding. Headquartered in Fresno, California, MVK Intermediate Holdings, LLC (MVK) is the holding company of Wawona Packing Company, LLC. NATIONAL CINEMEDIA: $270M Bank Debt Trades at 61% Discount ---------------------------------------------------------- Participations in a syndicated loan under which National CineMedia is a borrower were trading in the secondary market around 39 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$270 million facility is a term loan. The loan is scheduled to mature on June 20, 2025. About US$258 million of the loan is drawn and outstanding. National CineMedia, LLC owns and operates movie theaters. The Company offers entertainment content, advertising, and movie screening services. NATIONAL MENTOR: $1.7B Bank Debt Trades at 28% Discount ------------------------------------------------------- Participations in a syndicated loan under which National Mentor is a borrower were trading in the secondary market around 71 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$1.7 billion facility is a term loan. The loan is scheduled to mature in 2028. The loan is fully drawn and outstanding. National MENTOR Holdings, Inc., which markets its services under the name The MENTOR Network, is a provider of home and community-based human services for individuals with developmental disabilities and acquired brain injuries, as well as for at-risk youth. NATIONAL MENTOR: $165M Bank Debt Trades at 29% Discount ------------------------------------------------------- Participations in a syndicated loan under which National Mentor Holdings, Inc. is a borrower were trading in the secondary market around 70.8 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$165 million facility is a delay-draw term loan. The loan is scheduled to mature in 2028. National MENTOR Holdings, Inc., which markets its services under the name The MENTOR Network, is a provider of home and community-based human services for individuals with developmental disabilities and acquired brain injuries, as well as for at-risk youth. NATIONAL MENTOR: $180M Bank Debt Trades at 26% Discount ------------------------------------------------------- Participations in a syndicated loan under which National Mentor is a borrower were trading in the secondary market around 74 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$180 million facility is a term loan. The loan is scheduled to mature in 2029. The loan is fully drawn and outstanding. National MENTOR Holdings, Inc., which markets its services under the name The MENTOR Network, is a provider of home and community-based human services for individuals with developmental disabilities and acquired brain injuries, as well as for at-risk youth. NATIONAL MENTOR: $50M Bank Debt Trades at 29% Discount ------------------------------------------------------ Participations in a syndicated loan under which National Mentor is a borrower were trading in the secondary market around 71 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$50 million facility is a term loan. The loan is scheduled to mature in 2028. The loan is fully drawn and outstanding. National MENTOR Holdings, Inc., which markets its services under the name The MENTOR Network, is a provider of home and community-based human services for individuals with developmental disabilities and acquired brain injuries, as well as for at-risk youth. NAUTILUS POWER: $728M Bank Debt Trades at 23% Discount ------------------------------------------------------ Participations in a syndicated loan under which Nautilus Power LLC is a borrower were trading in the secondary market around 77 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$728 million facility is a term loan. The loan is scheduled to mature on May 16, 2024. About US$576 million of the loan is drawn and outstanding. Nautilus Power, LLC provides utility services. The Company generates, transmits, and distributes electric energy. NBG ACQUISITION: $260M Bank Debt Trades at 53% Discount ------------------------------------------------------- Participations in a syndicated loan under which NBG Acquisition Inc is a borrower were trading in the secondary market around 46.6 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$260 million facility is a term loan. The loan is scheduled to mature on April 26, 2024. The loan is fully drawn and outstanding. NBG Acquisition Inc. was formed by private equity firm Sycamore Partners to facilitate its acquisition of NB Holdings Corporation, the indirect parent of NBG Home. NELSON EDUCATION: $171M Bank Debt Trades at 43% Discount -------------------------------------------------------- Participations in a syndicated loan under which Nelson Education Ltd is a borrower were trading in the secondary market around 56.9 cents-on-the-dollar during the week ended Fri., November 4, 2022, according to Bloomberg's Evaluated Pricing service data. The US$171 million facility is a term loan. The loan was scheduled to mature in 2015. About US$152 million of the loan is drawn and outstanding. Nelson Education Ltd. publishes educational products for learners of all ages. The Company's country of domicile is Canada. NEOVIA LOGISTICS: Advised by Davis Polk in Recapitalization ----------------------------------------------------------- Davis Polk advised Neovia Logistics Holdings Limited and certain of its subsidiaries in connection with a comprehensive business recapitalization that substantially deleveraged the Company's balance sheet, provided an infusion of new capital and will allow Neovia to invest in growing its business and provide greater value to its customers. On November 1, 2022, Neovia entered into a master transaction agreement with its sponsors and lenders to implement the recapitalization and related transactions. The agreement provided for the equitization of approximately $420 million of debt and approximately $60 million in new-money financing commitments. Based in Irving, Texas, Neovia is a global leader in third-party logistics, operating more than 100 facilities in 20 countries across four continents. For over 30 years, Neovia has combined an OEM mindset with real-world innovation to partner with, and solve complex logistics challenges for, leading companies in the automotive, industrial, aerospace and consumer products sectors. The Davis Polk restructuring team included partner Darren S. Klein, counsel Steven Z. Szanzer and associate Max J. Linder. The finance team included partner J.W. Perry and counsel Sanders Witkow. Partner John D. Amorosi provided corporate advice. The tax team included partners Jonathan Cooklin and William A. Curran and counsel Tracy L. Matlock. The antitrust and competition team included associate Léonore De Mullewie. Members of the Davis Polk team are based in the New York and London offices. NEW HOPE: Moody's Lowers Rating on 2020A/B Revenue Bonds to Ba3 --------------------------------------------------------------- Moody's Investors Service has downgraded to Ba3 from Ba2 the ratings on New Hope Cultural Education Facilities Finance Corporation's (TX) $34,975,000 Student Housing Revenue Bonds (NCCD - Brenham Properties LLC - Blinn College Project), Series 2020A and $1,095,000 Taxable Student Housing Revenue Bonds (NCCD - Brenham Properties LLC - Blinn College Project), Series 2020B (collectively the "Bonds"). The outlook is revised to negative from ratings under review. The rating action concludes the review for downgrade initiated on September 15, 2022. RATINGS RATIONALE The downgrade is based on the lower than projected current occupancy levels which have resulted in less than adequate financial performance and debt service coverage levels following completion of construction in August of 2022. The project has enough money on hand to cover all debt service payments in FY 2023. If project occupancy does not increase in FY 2024, revenues will likely be insufficient to cover debt service on the bonds as Capitalized Interest funds are projected to be depleted following the January 1, 2023 debt service payment. Social considerations, specifically weak enrollment at the College, is a key driver of this rating action as enrollment remains considerably below pre-pandemic levels. RATING OUTLOOK The negative outlook is based on the low current occupancy levels and lease up risk which may continue to adversely affect the financial performance of the project. Should occupancy remain flat or decline, which leads to an expectation that the debt service reserve funds could be tapped, a further downgrade is possible. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Enrollment and occupancy growth and/or financial support from the College that positively impacts debt service coverage. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Weak financial performance as measured by low and/or declining debt service coverage levels Expectation of future taps to the debt service reserve Prolonged sub-par occupancy and rent levels LEGAL SECURITY The bonds are special limited obligations payable solely from the revenues of the project and other funds held with Trustee. The obligations are secured by payments made under the Loan Agreement, a leasehold mortgage, and amounts held by the Trustee under the Indenture. The project is a stand-alone housing project with non-recourse to Blinn College, the State of Texas, National Campus and Community Development Corporation, or the Issuer. PROFILE The Obligor and Owner, NCCD - Brenham Properties LLC, is a single member limited liability company organized and existing under the laws of the State of Texas for the purpose of developing and financing certain facilities for the benefit of Blinn College, Benham Campus. The sole member of the Obligor is National Campus Community Development Corporation, a 501(c)(3) Texas non-profit corporation. METHODOLOGY The principal methodology used in these ratings was Global Housing Projects published in June 2017. NORTH FORK COMMUNITY: Unsecured Creditors to Split $25K in Plan --------------------------------------------------------------- North Fork Community Power LLC filed with the U.S. Bankruptcy Court for the Northern District of California a Disclosure Statement describing Plan of Reorganization. The Debtor is a limited liability company organized in 2013 to develop, own, and operate a specialized alternative energy power plant (forest biomass) in North Fork, CA, in the Sierra foothills above Madera, CA, at a total cost of approximately $30 Million. The Debtor is developing and will operate the Project on the following three parcels of real property: (a) a duly exercised Lease-option with respect to Lot 17 of the Millsite Subdivision, between the Debtor and CDC, dated as of December 10, 2015, as amended by that certain Amendment to Master Lease and Memorandum of Amendment, dated as of April 12, 2018 and recorded in the Madera County Recorder's Office at Document Number 2018007793, (b) a duly exercised Lease-option with respect to Lot 16 of the Millsite Subdivision and a portion of Outlot C of the Millsite Subdivision, between the Debtor and CDC, dated as of December 31, 2019, and (c) a Lease with respect to Outlot B of the Millsite Subdivision, between the Debtor and CDC, dated as of December 31, 2019 (collectively, the "Premises"). The North Fork Plant Project currently requires approximately $10,500,000 to make the project operational and payment of the DIP Loan Claim. The Project is unmarketable in its present condition. In order to complete the Project, the Debtor determined that the most efficient means to do so is through a Chapter 11 restructuring. Accordingly, this Chapter 11 case was filed on October 11, 2022. Prior to the Petition Date, the Debtor negotiated the terms and conditions of the DIP Loans in an amount up to $4,300,000 to operate during Chapter 11, that will enable the Debtor to pursue an efficient plan of reorganization and emerge from Chapter 11 by March 15, 2023. However, as a condition of lending this sum, the Trustee and Majority Bondholder are requiring the Debtor to eliminate unsecured debt from its balance sheet so that the Reorganized Debtor emerges from Chapter 11 with a stronger balance sheet and can consummate a feasible restructuring. The Plan seeks to consummate a financial restructuring of claims against and equity interests of the Debtor, including providing significant additional financial investments into the Debtor through exit debt financing in an amount sufficient to satisfy the DIP Claim and complete and maintain future operational stability of the "North Fork Plant Project, the Debtor's partially constructed biomass alternative energy production Project in the Sierra foothills above Madera, California. This Chapter 11 financial restructuring will be implemented and consummated through, among other things, issuance of the Exit Financing to the Debtor upon the Effective Date of the Plan, reinstatement of the existing Bond Documents, subject only to the priorities set forth in the Exit Financing, cancellation of the Debtor's existing equity interests, and an exchange of the Debtor's unsecured obligations for 100% of newly issued equity interests of the Reorganized Debtor. Class 1 consists of the Allowed Bond Claim. The Class 1 Claim shall be deemed an Allowed Claim in the amount of $17,499,170.80 in principal and accrued interest, as of September 30, 2022, and plus unliquidated, accrued, and unpaid interest, advances, fees and costs through the Effective Date arising under the Bond Documents. Class 2 consists of any Secured Claims against the Debtor other than the Bond Claim, including the Allowed Claim of The County of Madera, or its assignee, for unpaid real property taxes and assessments to the extent that such Claim constitutes an Allowed Secured Claim on the North Fork Plant Project. Each holder of an Allowed Other Secured Claim against the Debtor will receive from the assets of the Debtor in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 2 Claim, at the discretion of the Debtor (i) cash equal to the full amount of its Allowed Claim, (ii) a reinstated note on the same payment and collateral terms as its prior Claim, (iii) a return of collateral securing the Allowed Claim against the Debtor, with any deficiency to result in a General Unsecured Claim, or (iv) such less favorable treatment to which the holder otherwise agrees. Class 4 consists of the unsecured Contingent NMTC Claim. In full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 4 Claim, upon the Effective Date, all holders of Allowed Contingent NMTC Claims shall be treated as Allowed Class 5 Insider Claims. Class 5 consists of any Allowed Insider Claims against the Debtor held by Insiders. In full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 5 Claim, upon the Effective Date all holders of Allowed Insider Claims shall be issued new membership units in the Reorganized Debtor on a pro rata basis in proportion to the amount of its Allowed Claim. No dividend or other payment or transfer shall be made to the Class 5 interests on account of these new membership interests until all Creditors are satisfied in full. Class 6 consists of all Allowed General Unsecured Claims against the Debtor. Each holder of an Allowed Class 3 Claim shall receive its Pro Rata share of a payment to be made by the Reorganized Debtor on the Effective Date in the amount of $25,000; provided, however, that no holder of an Allowed General Unsecured Claim shall receive a distribution in excess of the Allowed amount of their Claim. The Debtor believes that there will be no unpaid Allowed General Unsecured Claims as of the Effective Date. Class 8 consists of all Equity Security Holders in the Debtor. Any and all Interests of each Equity Security Holder in the Debtor shall be cancelled as of the Effective Date. No dividend or other payment or transfer shall be made to the Class 8 interests on account of their membership Interests as an Equity Security Holder. Subject to timing of confirmation of the Plan and Debtor's financing needs, the Reorganized Debtor shall be authorized to enter into a senior secured credit facility in an aggregate principal amount of up to $10,500,000 (the "Exit Financing"). The proceeds of the Exit Financing shall be used for (a) repayment of the allowed DIP Loan Claims, (b) the 2019B Bond Arrears Amount, (c) capital improvements and other development costs of the Project, (d) fees, costs and expenses of the Trustee and Majority Bondholder's professionals that have not been paid in full in accordance with the DIP Loans during the Chapter 11 Case, (e) capitalized interest, and (f) to fund the Reorganized Debtor's working capital and general corporate needs. A full-text copy of the Disclosure Statement dated November 1, 2022, is available at https://bit.ly/3hiUycY from PacerMonitor.com at no charge. Attorneys for Debtor: MacCONAGHY & BARNIER, PLC JOHN H. MacCONAGHY, SBN 83684 JEAN BARNIER, SBN 231683 645 First St. West Sonoma, CA 95476 (707) 935-3205 (707) 935-7051 (Facsimile) Email: macclaw@macbarlaw.com About North Fork Community Power North Fork Community Power LLC is a limited liability company organized in 2013 to develop, own, and operate a specialized alternative energy power plant (forest biomass) in North Fork, CA. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-41001) on Oct. 11, 2022. In the petition signed by Gregory J. Stangl, authorized agent, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Roger L. Efremsky oversees the case. John H. MacConaghy, Esq., at MacConaghy & Barnier, PLC, is the Debtor's counsel. NTI-NV INC: Files Amendment to Disclosure Statement --------------------------------------------------- NTI-NV, Inc., submitted an Amended Disclosure Statement to accompany Amended Plan of Reorganization dated November 1, 2022. This is a transportation corporation that has been doing business in Reno and Las Vegas Nevada. It specializes in transportation business including hotel service, airport service, and limousine services. The Debtor was a subsidiary of National Transportation, Inc. National Transportation Inc., owned NTI-NV, NTI-CA, National Group Transportation, NTI-NY. The parent company would operate the subsidiaries. They would collect the funds of the business and pay the expenses of the business. NTI-NV, Inc., was created on April 17, 2020 as a Chapter 78 Domestic Corporation in the State of Nevada. When the entity was created there were 3 directors. The stock was originally held by an entity known as NTI. On or about April 20, 2022, the parties entered into a stipulation. The resolution stated the Motion to Dismiss is moot based upon the agreement. Any Order to Show Cause would be taken off calendar. Any alleged allegations of violation of an injunction would be withdrawn. The complaint filed by Mr. Kindt against the other principles and officers would be withdrawn and dismissed without prejudice. After the Settlement Agreement, Mr. Kindt filed a Motion for an Order to Show Cause for allegations of violation of the Settlement Agreement. The court entered an Order Abstaining from that matter. The intent is that the creditors will be paid in full. The Debtor has been doing some restructuring of the business and has decreased expenses. As a result, the Debtor believes that it will be able to finance the Amended Plan from the operations of the business. Class 1 consists of all of the Allowed Secured Claims of Ally. Ally has a secured claim on certain vehicles of the Debtor. The Debtor will continue to make monthly payments. If the Debtor is behind in any payments, they will be brought current over a period of 5 years with quarterly payments until it is current. There will be no interest on the delinquent amount that is past due. Class 2 consists of all of the Allowed Secured Claims of Corporate Fleet Services. The Debtor will continue to make the monthly payments. If the Debtor is behind in any payments, they will be brought current over a period of 5 years with quarterly payments until it is current. There will be no interest on the delinquent amount that is past due. Class 3 consists of General Allowed Unsecured Claims. The Debtor shall make quarterly distributions on the Quarterly Distribution Date of any Remaining Cash Amount, Pro Rata, to Creditors with Allowed General Unsecured Claims prior to the Final Distribution Date. On the Final Distribution Date, Reorganization Debtor shall distribute, Pro Rata, to Creditors with Allowed General Unsecured Claims, the Remaining Cash Amount. Each holder of an Allowed Subordinated Claim shall receive, on the applicable Distribution Date, the Remaining Cash Amount if and only after all Allowed Claims in Class 10 are paid in full. The Debtor plans on paying back the creditors based upon the operation of the business. A full-text copy of the Amended Disclosure Statement dated November 1, 2022, is available at https://bit.ly/3zRWRtN from PacerMonitor.com at no charge. Attorneys for Debtor: David J. Winterton, Esq. DAVID J. WINTERTON & ASSOC., LTD. 7881 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Tel: (702) 363-0317 Fax: (702) 363-163 About NTI-NV Inc. NTI-NV Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-10460) on Feb. 10, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Judge Natalie M. Cox oversees the case. David J. Winterton, Esq., at David J Winterton & Associates Ltd., serves as the Debtor's legal counsel. PACIFIC THOMAS: 9th Cir. Affirms Ruling on PTV Lease Agreement -------------------------------------------------------------- In the appealed case In re: PACIFIC THOMAS CORPORATION, DBA Pacific Thomas Capital, DBA Safe Storage, Debtor. KYLE EVERETT, Chapter 11 Trustee, Plaintiff-Appellee, v. PACIFIC TRADING VENTURES, DBA Safe Storage Management Company, a California corporation; et al., Defendants-Appellants, Case No. 21-16875, (9th Cir.), the U.S. Court of Appeals for the Ninth Circuit affirms the district court's order affirming the bankruptcy court's judgment in an adversary proceeding brought by Kyle Everett, Chapter 11 trustee for the bankruptcy estate of the debtor, Pacific Thomas Corp. This appeal follows a remand from a previous panel of this court — which vacated and remanded the bankruptcy court's judgment, noting that the bankruptcy court did not find that Pacific Trading Ventures d/b/a/ Safe Storage Management Co.'s ("PTV"), and Pacific Thomas Corp.'s (PTC) conduct established a mutual and unequivocal intent to rescind the lease agreements under California contract law. On remand, the bankruptcy court found that the parties' performance (or lack thereof) under the various lease agreements established a "mutual and unequivocal intent to rescind" under California contract law. The record evidence—as reflected in financial and corporate records, corporate minutes, and statements made to third parties—supports the bankruptcy court's factual finding that the parties' conduct was directly "inconsistent with the contract." Moreover, Appellants PTV and Virginia Jill Worsley point to no evidence that would support a contrary conclusion. The Ninth Circuit affirms the district court's order affirming the bankruptcy court's judgment, finding no clear error in the bankruptcy court's determination that the parties mutually rescinded the lease agreements. The Court do not consider Everett's claim that PTC and PTV entered into the various lease agreements with intent to deceive a third party by concealing rent from their secured creditors. In the second stage, the bankruptcy court awarded a turnover judgment in favor of the Chapter 11 trustee. Since the Court finds no evidence that the turnover award was based on an erroneous finding that the lease agreements were mutually rescinded and the Appellants raise no further arguments from which the panel could consider relief from the turnover judgment, the Court affirms. A full-text copy of the Memorandum dated Nov. 2, 2022, is available at https://tinyurl.com/mr32ezj2 from Leagle.com. About Pacific Thomas Corporation Based in Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. Pacific Thomas Corporation is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii-based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne-Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, its COO and secretary. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. Kyle Everett has been named as Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposed to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PENNYMAC FINANCIAL: S&P Lowers ICR to 'B+' on Reduced Originations ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on PennyMac Financial Services Inc. (PFSI) to 'B+' from 'BB-'. The outlook is stable. S&P also lowered its unsecured debt rating to 'B+' from 'BB-'. The recovery rating on the unsecured debt remains unchanged at '4', reflecting its expectation of average recovery (30% to 50%; rounded estimate: 35%) in a simulated default scenario. The one-notch downgrade reflects PFSI's rise in leverage, resulting from weak operations and modest debt increase. As of Sept. 30, 2022, the company's debt to EBITDA for the last 12 months was 4.2x compared with 1.6x as of year-end 2021. S&P said, "Because of the challenging operating environment for mortgage companies, we now expect PFSI's debt to EBITDA to remain above 3.0x even when market conditions normalize. PFSI's adjusted EBITDA for the nine months ended Sept. 30, 2022 was $489 million, compared with $1,7 billion in the same period in 2021. While the issuance of $500 million of secured term notes leads to increased leverage, we also recognize the prudence of its efforts to raise liquidity to navigate the challenges by pledging its MSRs on balance sheet." Rising interest rates led to plummeting mortgage origination volumes and compressed gain-on-sale (GOS) margins. The increase in mortgage interest rates will continue to create headwinds for the mortgage industry as origination volume is expected to decline primarily because of refinancing burnout. PFSI's total origination, including correspondent production, consumer direct, and broker direct channels, was $85.8 billion during the nine months ended Sep. 30, 2022, down 54% from $188.8 billion during the same period in 2021, given the lower origination market. GOS margins also decreased in 2022, indicating pressures on profitability from heightened market competition. S&P said, "We expect the challenging operating environment will continue to pressure PFSI's performance for the remainder of 2022 and 2023. From a macroeconomic standpoint, our economists now expect U.S. GDP growth of 1.6% (versus 1.8% in August 2022), 0.2% in 2023 and now expect the economy to fall into a shallow recession in the first half of 2023. In addition to macroeconomic uncertainty, the rise in mortgage interest rates will continue to create headwinds for the mortgage industry as origination volume is expected to decline. The increase in residential mortgage rates from near 3% at the beginning of the year to around 7% currently, has caused mortgage origination volumes to plunge, weighing heavily on the performance of PFSI and other companies relying on origination volumes. The Mortgage Bankers Association (MBA) forecasts full-year 2022 originations to fall by about 49% on a year basis to $2.25 trillion for the industry and further decrease by 9% in 2023 to $2.05 trillion. We expect gain-on-sale margins could further compress over the next 12 months due to lower volume as market participants jostle to retain market share. We expect the challenging operating environment will continue weighing on PFSI's operating performance." PFSI's higher servicing fees and expense management efforts partially offset the weaker performance in the origination segment. The unpaid principal balance (UPB) of the company's serving portfolio was $539 billion, as of Sept. 30, 2022, up $29 billion compared with $510 billion as of year-end 2021, owing to higher production volumes relative to prepayment activity. Loan serving fees in the nine months ended Sept. 30, 2022, were $906 million compared with $787 million in the same period in 2021. PFSI owns around $5.7 billion mortgage servicing rights (MSR) on its balance sheet. S&P said, "We view these on-balance sheet MSRs favorably because they provide a recurring cash flow and a natural, albeit imperfect, hedge to the company's production platform. The company's expense management activities also partly offset the low production revenue. Total operating expenses in the nine months ended Sept.30, 2022, were $1,048 million, down $289 million or 22%, compared with the same period in 2021. We expect management to further align the expense base to lower expected activity levels and make additional adjustments as needed." S&P said, "We expect PFSI to operate with debt to tangible equity of 1.0-1.5x over the next 12 months.As of Sept. 30, 2022, PFSI's debt to tangible equity was 1.1x, slightly up compared with 1.0x as of year-end 2021. The company repurchased $355 million common shares and paid $33 million dividends in the nine months ended Sept. 30, 2022. The company is planning to reduce share repurchases in the near term to preserve its liquidity position. We positively view PennyMac's decision to hedge its MSRs, which comprise a significant portion of the company's tangible equity position. "We believe PFSI's liquidity remains sufficient to meet operational needs. As of Sept. 30, 2022, the company had $2.8 billion of available liquidity, including $1.6 billion cash on the balance sheet and $1.2 billion available capacity to borrow on facilities with collateral pledged. However, we expect the elevated level of cash balance would not be maintained in the normal course of operations as the company could use some of its cash to potentially purchase more MSRs. As of Sept. 2022, 60-day delinquency rates for PFSI's owned portfolio (mostly Ginnie Mae MSRs) and subserviced portfolio (mostly Fannie Mae and Freddie Mac MSRs) were 3.5% and 0.5%, compared with 3.9% and 0.7%, respectively, as of year-end 2021. "The stable outlook indicates our expectation that over the next 12 months, the challenging operating environment will continue to pressure PFSI's performance, which could result in adjusted debt to EBITDA remaining between 4.0x-5.0x on a weighted basis. We also expect debt to tangible equity to remain between 1.0x-1.5x, and PFSI to maintain sufficient liquidity to meet operational needs. "We could lower the rating over the next 12 months if earnings deteriorate beyond our expectations and we expect the company to operate with adjusted debt to EBITDA well above 5.0x on a sustained basis, or if debt to tangible equity increases above 1.5x. We could also lower the ratings if any regulatory finding impedes the firm's operating performance. "We could raise the rating over the next 12 months if debt to EBITDA declines well below 4.0x, debt to tangible equity remains well below 1.0x, and PFSI maintains its sufficient liquidity position." PROFRAC HOLDINGS: S&P Affirms 'B' ICR, Outlook Positive ------------------------------------------------------- S&P Global Ratings removed its ratings on ProFrac Holdings LLC from CreditWatch with positive implications where they were placed on June 23, 2022, following the announced acquisition of U.S. Well Services Inc. (USWS), and affirmed the 'B' issuer credit rating and 'BB-' senior secured rating. The outlook is positive reflecting the potential to raise ratings once a significant portion of the term loan has been repaid and liquidity remains adequate. ProFrac closed its acquisition of USWS, improving ProFrac's scale as well as adding additional electric fracking fleets at a time of strong demand. ProFrac's acquisition of USWS strengthens its position within the completions segment of the oilfield services industry. Pro forma for the USWS acquisition, ProFrac's active fleets will increase to 37, about 62% having dual-fuel capability or are electric, with expected new fleet construction bringing it's total fleet to 44 by the end of the first quarter of 2023. In particular USWS brings up to 9 electric frac (efrac) fleets including fleets under construction, which S&P expects to have greater demand given the relatively limited overall industry efrac fleet size and the exploration and production (E&P) industry's desire to lower carbon emissions. Moreover, ProFrac has made several smaller acquisitions in 2022, including sand provider SPS Monahans, to help it vertically integrate operations. S&P believes this integrated model will help operating efficiency and the company's ability to meet the forecasted high demand for frac fleets and related products. Pressure-pumping fleet utilization has increased significantly, and is expected to remain tight given limited new fleet construction. S&P said, "We believe the oversupply of equipment in the pressure pumping sector, which weighed heavily on pricing and margins over the past two years, is now more in balance with demand; we estimate sector-wide utilization is about 90%. This improvement has stemmed from a combination of more supportive oil and gas prices, which have encouraged higher activity and spending levels among the North American E&P companies, and material equipment rationalization. In addition, we expect the industrywide fleet construction to remain focused on efleets, which we believe will replace older diesel fleets, keeping supply growth in check. "We expect the company's financial measures and cash flow will be strong, supporting significant near-term debt repayment. "Continued price and margin improvement through 2022 and into 2023 as ProFrac recontracts USWS fleets and realizes the full benefits of its 2022 acquisitions, should support strong cash flow and financial measures. We expect FFO to debt to exceed 60% and debt to EBITDA to remain below 1.5x over the next two years. We expect the company to use free cash flow over this period to significantly repay the 2025 term loan, about $530 million outstanding at the close of USWS, as well as fund potential shareholder returns. "The positive outlook reflects the potential to raise ratings if ProFrac is able to significantly repay its 2025 term loan over the next year, and we expect market conditions to remain supportive of free cash flow through 2025. Additionally, we would want liquidity to remain adequate, noting ProFrac's high draw on the current ABL facility. "We could revise the outlook to stable if debt repayment fails to meet expectations, likely due to weaker-than-expected market conditions or if, counter to expectations, a significant portion of cash flow goes toward acquisitions or shareholder returns. "We could raise ratings if ProFrac substantially repays its 2025 term loan within the next 12 months and market conditions support further significant debt repayment through 2025. We also would require liquidity to remain adequate, and note the elevated draw on the company's asset backed credit facility, $164 million at the close of the U.S. Well Services acquisition, and a borrowing base dependent on continued strong market conditions in a highly volatile industry." ESG credit indicators: E-4, S-2, G-2 S&P said, "Environmental factors are a negative consideration in our credit rating analysis on ProFrac Services LLC due to our expectation that the energy transition will result in lower demand for services and equipment as accelerating adoption of renewable energy sources lowers demand for fossil fuels. Additionally, the industry faces an increasingly challenging regulatory environment, both domestically and internationally, that has included limits on fracking activity in certain jurisdictions, as well as the pace of new and existing well permits. Recent investments in efrac technologies, including its acquisition of USWS, should allow Profrac to better compete with peers as the E&P industry seeks to lower emissions." RB SIGMA: Seeks to Hire BSB Partners as Accountant -------------------------------------------------- RB Sigma, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ BSB Partners as its accountant. The Debtor requires an accountant to assist in the preparation of its annual tax returns. Michael Stefanek, and John Bonfiglio, partners at BSB, will be paid $280 per hour for their services. As disclosed in court filings, BSB is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Stefanek John Bonfiglio BSB Partners 6700 Beta Drive, Suite 300 Mayfield Village, OH 44143 Tel: (440) 461-6227 Email: mstefanek@bsb-cpa.com About RB Sigma RB Sigma, LLC -- https://www.rbsigma.com –- supplies mission-critical PPE products, provide six sigma training, and consult and set up supply chains. It conducts business under the name RB Medical Supply, LLC. RB Sigma filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-12913) on Sept. 28, 2022, with between $500,000 and $1 million in assets and between $1 million and $10 million in liabilities. Frederic P. Schwieg has been appointed as Subchapter V trustee. Judge Jessica E. Price Smith oversees the case. The Debtor tapped Richard H. Nemeth, Esq., at Nemeth & Associates, LLC as legal counsel and BSB Partners as accountant. REGIONAL HOUSING: Seeks Cash Collateral Access, $4.5MM DIP Loan --------------------------------------------------------------- Regional Housing & Community Services Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Georgia, Rome Division, for authority to use cash collateral and increase their current postpetition financing facility. On September 30, 2022, pursuant to the terms of the Second Amended Final DIP Order, the DIP Lender and the Debtors filed a Stipulation (I) Extending Maturity Date for Secured Postpetition Financing, (II) Increasing Borrowing Authority and (III) Authorizing Continued Use of Cash Collateral, which extended the maturity date of the DIP Facility to November 12, 2022. The Debtors seek the authority to: (i) further extend the DIP Facility until January 7, 2023; (ii) increase the borrowing limits thereunder to $4.570 million on an interim basis and $4.920 million on a final basis; and (iii) allow the Debtors and the DIP Lender to extend the maturity date thereof and/or increase the borrowing limits thereunder by stipulation between the parties, which will be filed with the Court, all under the terms set forth in the proposed Interim Order granting the DIP Motion, and subject to the budget. The terms of the Interim Order, and a final order, when entered, will control in the event of any inconsistency between the terms of the Interim Order or final order and the DIP Motion. The Debtors have been marketing their assets for sale and have sought approval from the Bankruptcy Court to sell substantially all of their assets. However, given the state of the senior living industry and the economy in general, the sale process has taken longer than expected, and therefore the Debtors need additional time to further market their assets. The Debtors require a Court order authorizing an extension of the DIP Facility, and authorizing the continued use of cash collateral beyond November 12, 2022, and an increase in the borrowing limit of no less than $750,000 so as to enable the Debtors to obtain further postpetition financing to pay their normal and ordinary operating expenses as they come due in the ordinary course of the Debtors' business and to make those purchases necessary to preserve the going concern value of their businesses, pending any sale or reorganization efforts. On an interim basis, the Debtors need an increase in the borrowing limit by $400,000 in order to meet short-term expenses. The Debtors need to use their cash receipts and the proceeds of the DIP Facility to pay insurance, payroll, payroll expenses, utility charges, professionals and general overhead, to purchase necessary materials, and otherwise continue their businesses and operations. A copy of the motion and the Debtor's budget is available at https://bit.ly/3DFoQ0S from KCC, the claims and noticing agent. The budget provides for total cash disbursements, on a weekly basis, as follows: $51,439 for the week ending November 5, 2022; $292,072 for the week ending November 12, 2022; $477,151 for the week ending November 19, 2022; $274,150 for the week ending November 26, 2022; $109,448 for the week ending December 3, 2022; $284,846 for the week ending December 10, 2022; $110,810 for the week ending December 17, 2022; $274,324 for the week ending December 24, 2022; and $54,236 for the week ending December 31, 2022. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its debtor-affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 6, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil has been appointed as the patient care ombudsman in the Debtors' cases. RESEARCH NOW: Moody's Cuts CFR to B3 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service downgraded Research Now Group, LLC's (dba "Dynata") corporate family rating to B3 from B2, and its probability of default rating to B3-PD from B2-PD. Moody's also downgraded Dynata's senior secured first lien instrument rating to B2 from B1, and its senior secured second lien rating to Caa2 from Caa1. The outlook has been changed to negative from stable. Because the company has allowed its liquidity position to deteriorate – given a heavily-drawn revolver whose commitment amounts begin reducing in mid-2023, an all-floating-rate-debt capital structure in a rapidly rising interest rate environment, and an onerous short-term promissory note, all without forthcoming explicit support from private equity owners – governance considerations are a driver of this ratings action The following ratings/assessments are affected by the action: Ratings Downgraded: Issuer: Research Now Group, LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD GTD Senior Secured 1st Lien Bank Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) GTD Senior Secured 2nd Lien Bank Credit Facility, Downgraded to Caa2 (LGD5) from Caa1 (LGD6) Outlook Actions: Issuer: Research Now Group, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE Dynata's B3 CFR reflects operating expense challenges related to compensation, panelist recruitment and incentivization, and acquisition integration that have caused the company's Moody's-adjusted debt-to-EBITDA leverage to remain elevated and liquidity to deteriorate. As of June 30, 2022, leverage stood at 8.2 times, while LTM free cash flow turned moderately negative. Through the first half of 2022 demand for the company's market research surveys has remained healthy, with revenue supported by sales channel investments and higher pricing, and to a lesser degree by revenue from the 2022 mid-term election cycle. But profit margins have compressed due to higher expenses for attracting panelists, higher costs related to planned investments in Dynata's sales channel, annual merit and salary increases, and even operating expenses from acquisitions completed in 2021. Although management contemplates the June 2022 acquisition of Branded Research, Inc. to help Dynata deliver high quality but lower-cost proprietary panel communities, Dynata financed it through heavy revolver draws and a burdensome short-term promissory note, which weigh on the company's liquidity position. Moody's believes that additional debt assumed for the Branded Research acquisition, considerably higher interest expense, and ongoing integration expenses will continue to cut into profits and free cash flow this year. However, through 2023, with revenue still relatively healthy and the expense base normalizing, Dynata should see leverage ease and free cash flow return to modestly positive levels. Specifically, Moody's' expects debt-to-EBITDA to improve to below 8.0 times by the end of 2023, from an expected 8.3 times as of year-end 2022, while free cash flow as a percentage of debt improves to about 1.0% as compared to negative-0.9% expected at the end of this year. Prolonged deteriorating macroeconomic conditions could temper Moody's 2023 growth expectations, after two years of solid 6% to 7% growth in 2021 and 2022; in 2020, the first pandemic year, Dynata's revenue was off by nearly 2%. Demand for surveys and data on consumers regained momentum as the economy rebounded from the pandemic. Should the economy remain fairly stable, demand for Dynata's solutions should hold as well, as businesses use their marketing budgets to target specific customers and gain insights on consumer behavior. Moody's expects the company to continue to acquire panelists and increase the size and depth of its pool of data, which would help in satisfying customers' specific needs and obtain a broader and higher quality data set overall. Dynata benefits from its strong competitive position in a narrow niche market providing first-party data on consumers and businesses. Moody's believes that the company has a competitive advantage due to its difficult-to-replicate, sizable pool of survey panelists (about 60 million). The company's value proposition is in recruiting and curating individual panelists and matching them to specific demographic characteristics to provide customers with targeted results that help them understand and analyze their target markets. Dynata's standing as one of the largest collectors of first-party data, with a customer base that includes large market research and consulting firms, enables the company to withstand some economic softness. Dynata's liquidity position has weakened. The company's $33 million cash balance as of June 30, 2022, is offset by a $50 million draw under a $95 million revolving facility, whose committed amount will reduce by $21 million in December 2022 and another $20 million a year later. A $46 million promissory note for the Branded Research acquisition requires 50% amortization payments in June 2023 and June 2024, while the first-lien term loan requires nearly $10 million in annual amortization. Given Dynata's all floating-rate-debt capital structure, sharply increasing interest rates, combined with inflationary impacts on operating expenses, will continue to cut into free cash flow, which Moody's expects to turn only minimally positive in 2023. Certain non-core assets may be available to sell to provide some liquidity relief, if needed. The revolver includes a 5.5x first-lien springing senior secured net leverage covenant when 35% or more of the facility is drawn. As of June 30, 2022, when there were $50 million in revolver drawings, first-lien net leverage stood at 4.9 times, representing only a 10% cushion. The ratings for the individual debt instruments incorporate Dynata's overall probability of default, reflected in the B3-PD rating, and the loss given default assessments for the individual instruments. The first lien credit facilities, consisting of the $95 million revolver expiring in stages in 2022 and 2023, with the remaining roughly $54 million remaining commitment amount in June 2024, and a $935 million term loan due December 2024 are rated B2, one notch above the B3 CFR, with a loss given default assessment of LGD3. The B2 first lien instrument rating reflects the relative size and senior position ahead of the $250 million second-lien senior secured term loan. The second-lien loan, maturing in December 2025, is rated Caa2, two notches below the CFR, with a loss given default assessment of LGD5. The Caa2 second-lien rating reflects the loan's junior ranking as well as its size relative to debt senior to it within the capital structure. The negative outlook takes into account mounting pressures on liquidity, driven by limited expected free cash flow, a heavily drawn revolver whose expiration is nearing, minimal covenant headroom, and a substantial upcoming payment obligation on the promissory note. Moody's expects continued healthy, mid-single-digit-percentage revenue increases through 2023, along with some margin pressure due to ongoing elevated SG&A, panelist-acquisition, and integration expenses. Moody's also expects leverage and interest coverage levels to improve only modestly through 2023, while free cash flow will be minimally positive FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, a ratings upgrade is unlikely over the next 12-18 months. The outlook could be stabilized if Dynata successfully resolves its near-term liquidity strains. However, the ratings could be upgraded if the company can maintain good revenue growth while reining in expenses, such that debt-to-EBITDA leverage can be sustained at below 6.5 times, while EBITA coverage of interest is sustained above 1.25 times (Moody's expects the latter measure to be about 1.20 times at year-end 2022). Improved liquidity would also be a requisite for Moody's to consider a ratings upgrade. The ratings could be downgraded if liquidity erodes further, limiting access to the revolver or preventing Dynata from satisfying its debt obligations. Longer term, the ratings could be downgraded if increased competition, lower demand for data products or other factors result in declining revenue and incremental deterioration in profitability, such that debt-to-EBITDA is sustained above 8.5x or EBITA coverage of interest falls below 1.00x (all metrics Moody's adjusted). The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Plano, Texas, borrowers Research Now Group, LLC (formerly Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly Survey Sampling International, LLC), constitute a global leader in data collection through online, mobile and offline surveys used by market research firms, consulting firms and corporate customers. New Insight Holdings, Inc. is a holding company above Research Now Group, LLC and is owned indirectly by private equity owners Court Square (60%) and HGGC (40%). The company does business under the name Dynata. Moody's expects Dynata to generate 2022 revenue of nearly $710 million, a 6% improvement over 2021 revenue. REVLON INC: Entertains Sale Offers to Exit Chapter 11 Quickly ------------------------------------------------------------- Dietrich Knauth of Reuters reports that Revlon Inc.'s bankruptcy attorneys said in court on Thursday, Oct. 27, 2022, that the cosmetics company is engaging with possible purchasers as a way to exit from Chapter 11 as quickly as possible. Revlon attorney Paul Basta told U.S. Bankruptcy Judge David Jones in Manhattan that the company is ready to move onto the next stage of its bankruptcy after stabilizing its relationship with vendors and completing a long-term business plan. Revlon is exploring a possible sale of the company and has begun sending nondisclosure agreements to interested bidders, Basta said. Revlon junior creditors argued in court that rushing toward a sale before the 2022 holiday season would only benefit senior lenders who forced the company to accept unrealistic deadlines as part of Revlon's $1.4 billion bankruptcy loan. "We have a very big and complicated mess on our hands," Stark said. "It is not going to get done in two weeks." Basta said that exiting bankruptcy quickly is "of paramount importance" because of the high fees the company is incurring. Revlon has until Jan. 19 to formally propose the bankruptcy plan. Junior creditors intend to file a legal challenge a 2020 restructuring that allowed Revlon to take on more debt while transferring its brands and intellectual property assets to a different Revlon subsidiary, Stark said. If successful, the challenge would remove some of the senior lenders' influence over the company's bankruptcy restructuring. About Revlon Inc. Revlon Inc. 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. ROCKET MORTGAGE: S&P Lowers ICR to 'BB', Outlook Stable ------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Rocket Mortgage LLC to 'BB' from 'BB+'. The outlook is stable. S&P also lowered its unsecured debt ratings to 'BB' from 'BB+'. The recovery rating on the unsecured debt remains '3', reflecting S&P's expectation of meaningful recovery in a simulated default scenario. The rise in residential mortgage rates from near 3% at the beginning of this year to around 7% currently has caused mortgage origination volumes to plunge, weighing heavily on the performance of Rocket Mortgage and other companies that rely on origination volumes. The Mortgage Bankers Association forecasts full-year originations to fall by about half from the high levels of 2021 with mortgages originated for refinancing to drop by almost three-quarters. As a result, Rocket Companies Inc. (Rocket), the indirect parent of Rocket Mortgage--which has been the largest residential originator in the U.S. in recent years--reported negative EBITDA in the second and third quarters of this year and is likely to have weak results at least over the next few quarters or as long as mortgage rates continue to rise or remain elevated. With inflation still high, the Fed is likely to tighten policy further. That could cause additional rises in mortgage rates, keeping originations low or weighing on them further. S&P said, "In our base case, we expect Rocket's leverage, as measured by net debt to EBITDA on a three-year averaged weighted basis, to rise to above 5x--well above our prior expectation of 2x-3x. We factor into our rating on Rocket Mortgage that performance inevitably oscillates in the cyclical mortgage origination industry. Still, leverage above 5x would be above the cyclical high we normally would expect. Positively, while its financial performance has suffered amid difficult market conditions, we believe Rocket's strong balance sheet and good financial management will allow it to manage through this period and emerge in a potentially less competitive market. "The company continues to have high tangible capital with a ratio of debt to tangible equity well below 1x, and we view its liquidity as strong. While rising rates have hurt originations, they have led to a rise in the value of Rocket's mortgage servicing rights, thereby supporting tangible equity. Also, as of Sept. 30, 2022, Rocket had roughly $826 million of cash plus another $3.2 billion of unencumbered mortgages (which it refers to as self-funded loans) with none of its senior notes due before 2026. We do not net its self-funded loans in our leverage calculation, even though Rocket funds such loans with cash--financed effectively by long-term unsecured debt and equity. However, we view those self-funded loans as supportive of the company's overall financial risk and a potential source of liquidity." Rocket also has taken some material cost savings measures to support its cash flows by reducing the number of employees in production roles, its market budget, and certain other expenses. Rocket, as the largest nonbank mortgage originator, should also benefit over time from consolidation in the mortgage industry. Many peers have reduced employment even more sharply than Rocket and conceivably many originators will fail or be sold to competitors. As that occurs, Rocket should find less competition for originations and better gains on the sale of mortgages, all else equal. S&P said, "The stable outlook reflects our expectation that while Rocket will likely report weak earnings and greater than 5x debt to EBITDA this year and next, its robust liquidity and high tangible capital--with net debt to tangible equity below 1x--will allow it to manage through historically difficult market conditions. "We could lower the ratings on Rocket Mortgage in the next 12 months if Rocket's net debt to equity rises above 1.0x or its liquidity deteriorates meaningfully. "We could raise the rating if an improvement in industry conditions leads to a rebound in the company's originations, leading a material improvement in earnings and a reduction in our measure of debt to EBITDA to 2x-3x." RP RUIZ: Seeks Cash Collateral Access Thru April 2023 ----------------------------------------------------- R. P. Ruiz, Corporation, asks the U.S. Bankruptcy Court for the Central District of California, Santa Barbara Division, for authority to continue using cash collateral for the period December 3, 2022, through the week ending April 29, 2023. The Debtor seeks approval to use cash collateral but with the carryforwards, variances and application of excess gross revenues to costs of goods sold and overhead expenses. The Debtor and its senior lender, Commercial Credit Group, entered into a stipulation that the Court approved. The relevant provisions of the stipulation concerning cash collateral are included in the Second Supplement. The Debtor believes these entities hold interest in cash collateral: -- CCG is owed $70,148. CCG holds the senior interest in cash collateral. Its interest is protected in many ways including (1) the difference between the amount CCG states it is owed vs. the higher value of cash collateral and other assets, (2) by virtue of the Stipulation which provides for regular payments and a post-petition lien (3) the other methods of adequate protection. -- NewCo Credit is likely the next senior lienholder. Its claim amount is $383,924. It asserts a security interest in all assets. Given the value of the assets, this claim is partially secured. -- Samson MCA LLC has not filed a proof of claim. Its scheduled amount is $466,075. The UCC 1 filing that the Debtor believes could be is Samson's financing statement asserts a security interest in all assets including accounts. In a security agreement, Samson asserts an interest in all assets including accounts. Given the value of the Debtor's assets, and the claims CCG and NewCo assert, Samson is a wholly undersecured creditor and the Court should not grant to Samson a post-petition lien in assets of the estate. The claims of those creditors asserting that they are secured are adequately protected for at least the following reasons: -- As to the senior creditor, likely to be CCG, its interest is protected by the difference between its claimed debt amount and the value of the Debtor's monies and receivables. CCG asserts security interests in other estate assets. It is protected by the continued operation of the business, the Debtor's insurances, growth of the business and the provision in the Motion that CCG be provided a post-petition lien with the same validity, priority, and description as its prepetition lien. If any defect exists in that lien, then that defect could be challenged. -- NewCo Credit is likely the second senior lienholder. Its security interest is partially secured. To the extent its claim attached to collateral, it should be granted a post-petition lien with the same validity, priority, and description as its prepetition lien, but only as to the portion secured by cash collateral. If any defect exists in the prepetition lien, then that defect can be challenged. For these reasons here and above, NewCo's claim is adequately protected. -- Samson MCA LLC, may hold a third priority level secured claim. It has not filed a proof of claim. The Debtor scheduled it at $466,075. Given the amount of the Debtor's monies and receivables, and the claim amounts asserted by CCG and NewCo, Samson does not hold a security interest in cash collateral. The Court should not grant to Samson a post-petition lien. A copy of the motion is available at https://bit.ly/3Urn8XT from PacerMonitor.com. About R. P. Ruiz, Corporation R. P. Ruiz, Corporation is a concrete subcontractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10501) on July 5, 2022. In the petition signed by Richard Ruiz, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Ronald A. Clifford III oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation, Inc. is the Debtor's counsel. SANGHA HOSPITALITY: Property Sale Proceeds to Fund Plan ------------------------------------------------------- Sangha Hospitality, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Georgia an Amended Disclosure Statement for Liquidating Plan dated November 1, 2022. Sangha Hospitality is a Georgia Limited Liability Company, owned by its single member, Rupinder S. Sangha. The Company was formed in 2012 for the purpose of acquiring and renovating the hotel property located at 108 First Street, Macon, Georgia 31201 (the "Hotel"). The Company's Schedules show total assets of $16,000,000 and total liabilities of $8,393,139. The assets owned by the Company consist of the Hotel property, including the furniture, fixtures, and equipment. The Debtor filed for protection under the Bankruptcy Code because the secured lenders were pressing the Debtor for payments on their secured debt and seeking to appoint a receiver to take over control of the Hotel and protect their interests. The Debtor was in the process of refinancing its secured debt and needed additional time to locate appropriate financing or an investor to facilitate paying the secured creditors. The Bankruptcy Case is a single asset real estate case under Chapter 11 of the Bankruptcy Code. The Debtor has been trying to refinance its existing debt to complete renovation of the Hotel and sell the property as a going concern. However, the Debtor has been unable to locate acceptable financing and is now marketing the property for sale. During the Bankruptcy, the Debtor has continued to conduct its affairs and operate its businesses as debtor and debtor-in-possession. Class 2 consists of claims secured by a properly perfected interest in the Debtor's property. The Plan provides that Allowed Secured Claims will be paid through distribution of the proceeds of the sale of the Debtor's property in accordance with their respective priority at Closing. Class 2 is impaired, and the holders of Claims in this Class are entitled to vote to accept or reject the Plan. Class 3 consists of General Unsecured Claims. The Plan provides that holders of Allowed Claims in Class 3 (anticipated to total approximately $650,000.00) will be paid on a pro-rata basis through the distribution of excess proceeds remaining from the sale of the Debtor's property after payment of all Claims in Class 1 and 2. All payments to Allowed Unsecured Claims are scheduled to be paid within 90 days of the Closing Class 3 is impaired, and the holders of Claims in this Class are entitled to vote to accept or reject the Plan. Class 4 consists of the Equity Interests, defined as the rights of the holders of the equity securities of the Debtor and the rights of any entity to purchase or demand the issuance of any equity security of the Debtor. Equity Interests of the Debtor in Class 4 will retain their equity interests and all associated rights. Class 4 shall be deemed unimpaired and to have accepted the Plan. This is a liquidating plan and all payments to creditors shall be made from the proceeds generated from the sale of the Debtor's property. A full-text copy of the Amended Disclosure Statement dated November 1, 2022, is available at https://bit.ly/3DOAqqS from PacerMonitor.com at no charge. Counsel to Debtor: Christopher W. Terry, Esq. Boyer Terry, LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Phone: (478) 742-6481 Fax: (770) 200-9320 Email: chris@boyerterry.com About Sangha Hospitality Sangha Hospitality LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Sangha Hospitality sought Chapter 11 bankruptcy protection (Bankr. M.D. Ga. Case No. 22-50094) on Jan. 27, 2022, listing up to $50 million in assets and up to $10 million in liabilities. Judge James P. Smith oversees the case. Christopher W. Terry, Esq., at Boyer Terry LLC, is the Debtor's legal counsel. SARONA PROPERTY: Case Summary & Five Unsecured Creditors -------------------------------------------------------- Debtor: The Sarona Property Land Trust UAD April 10, 2017 850-860 NW 11th Ave. and 1042 Foster Rd. Hallandale Beach, FL 33009 Business Description: The Debtor is the fee simple owner of three properties located in Hallandale Beach, Florida having an aggregate value of $2.12 million. Chapter 11 Petition Date: November 6, 2022 Court: United States Bankruptcy Court Southern District of Florida Case No.: 22-18621 Debtor's Counsel: Adam I. Skolnik, Esq. LAW OFFICE OF ADAM I. SKOLNIK, PA 1761 West Hillsboro Boulevard Suite 201 Deerfield Beach, FL 33442 Tel: 561-265-1120 Email: askolnik@skolniklawpa.com Total Assets: $2,126,311 Total Liabilities: $747,019 The petition was signed by Nazy Ben Amram as trustee. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2YXR6AY/The_Sarona_Property_Land_Trust__flsbke-22-18621__0001.0.pdf?mcid=tGE4TAMA SPANISH BROADCASTING: S&P Lowers ICR to 'CCC+', Outlook Negative ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Spanish Broadcasting Systems Inc. (SBS) and its rating on the company's senior secured notes to 'CCC+' from 'B-'. S&P said, "We believe economic weakness will cause SBS's leverage to increase to well above our 6x downgrade threshold. S&P Global economists' base-case scenario now calls for a shallow recession in the first half of 2023, as inflation has remained above expectations, and the U.S. Federal Reserve's interest rate policy has become more aggressive. If a recession does occur, the company's revenue and EBITDA generation would likely be materially weaker than in our prior forecast. As a result, we now expect the company's leverage to spike to about 9.5x over the next 12 months. "In addition, broadcast radio industry advertising spending could decline further from pre-pandemic levels. Because of this, radio companies with elevated leverage--such as SBS--might never be able to recover to their pre-recession credit metrics prior to refinancing their capital structures. Even if the economy avoids a technical recession, we expect a period of slower economic growth is likely. In such a scenario, we still expect SBS's leverage to remain above 7x through 2024 which is above our downgrade threshold for a 'B-' rating . "SBS's senior secured notes are trading at distressed levels, which in our view increases the likelihood of a subpar debt exchange or repurchase. The company's senior secured notes due in 2026 are trading around 60 cents on the dollar with a yield in the high 20% area. Although we don't foresee a liquidity shortfall over the next 12 months, the significant discount on the notes' value increases the likelihood that the company could negotiate some form of a subpar debt exchange. As per our criteria, we would view any type of distressed debt exchange or sizable repurchase, in which the lenders receive less than originally promised, as a default. "The negative outlook reflects our expectation that broadcast advertising revenue will deteriorate further over the next 12 months due to a shallow recession in the first half of 2023. We expect the company will generate negative FOCF over the next 12 months, with leverage increasing above 9x. Our outlook also reflects the risk that a recession could be more severe than in our current base case." S&P could lower the rating again if it expects a default within the next 12 months. This could occur if: -- The recession is more severe than expected and the company can't meet its financial or operating commitments; or -- The company pursues a subpar debt restructuring that S&P views as a default. S&P could raise the rating if it expects the company to generate materially positive FOCF with a clear path to deleveraging below 6x. ESG credit indicators: E-2, S-2, G-3 Governance factors are a moderately negative consideration in S&P's credit rating analysis of SBS. S&P believes the controlling ownership of CEO and chairman Raul Alarcon creates a risk that he could place his interests above those of other stakeholders. Mr. Alarcon owns 38% of the economic interest and controls 83% of the voting power. SPG HOSPICE: Patient Care Ombudsman Files Second Interim Report --------------------------------------------------------------- Susan Goodman, the court-appointed patient care ombudsman for SPG Hospice, LLC's affiliates, Scottsdale Physicians Group, PLC and United Telehealth Corp., filed a second interim report regarding the quality of patient care provided at the companies' health care facility. Scottsdale Physicians Group Entity The PCO monitored census coverage reports provided to Honor Health Scottsdale Shea Hospital by the Scottsdale Physician Group entity on weekdays in this interim reporting cycle. She has also interacted with the Shea Chief Medical Officer as recommended by the Honor Health counsel after the filing of the PCO's first report. Further, the PCO has remained in contact with the Honor Health Credentials Verification Office regarding continued efforts to augment the number of providers servicing the Shea facility. The PCO is unaware of any negative patient impacts or care-delivery quality issues associated with the Shea clinician coverage this reporting cycle. The recruitment and credentialing efforts reported in the PCO's first report have not provided enough relief relative to provider-to-patient billable encounter ratios to report the debtor as compliant with the contract billable encounter cap. According to the second interim report, the PCO asked for a listing of the post-acute and long-term-care setting (PA-LTC) facilities currently receiving professional services through Scottsdale Physician Group. Because PA-LTC customers were not listed as creditors and have not appeared in the bankruptcy cases through counsel, the PCO has some concern that this customer base is unaware of the bankruptcy filing or the possible service interruption implications of the large claim filed by the United States. United Telehealth Corp. Services also known as SPG Virtual Care In the first report, the PCO indicated that SPG Virtual Care (SPGVC) leadership was heavily engaged in support staff hiring to replace those who departed after the bankruptcy filing. In the interim reporting period, the SPGVC leadership reported additional turnover and hiring, although this turnover was attributed to normal attrition or talent management rather than to the bankruptcy. In addition, two of the individuals hired for the admissions and scheduling team were able to fill important niche positions aimed at supporting the patient population to reduce the likelihood of short-term, repeat acute-care admissions. SPGVC also reported hiring a formerly retired human resources executive part-time who is expected to bring additional expertise in open position assessment and talent recruitment. Moreover, SPGVC leadership reported positively on recent feedback from its largest customer. The PCO's expectation is that Scottsdale Physicians Group and SPGVC will have additional insight and direction relative to the large, potential United States claim in this next reporting cycle. To that end, the PCO's main concern is understanding the amount of transition time required for providers to secure alternate credentialing/billing pathways, if needed. If service gaps would be likely, the PA-LTC customer base, in particular, may need notice of the bankruptcy since this group does not appear to be aware of the proceedings. A copy of the second interim report is available for free at https://bit.ly/3NoUTXB from PacerMonitor.com. About SPG Hospice Established in 2018, SPG Hospice, LLC provides hospice services throughout Arizona but primarily located in the Phoenix metropolitan area. SPG Hospice's affiliate, Scottsdale Physicians Group, PLC, provides hospitalist staffing services for hospitals and physician staffing services to skilled nursing facilities and other post-acute settings. Its workforce is comprised of medical providers and disease support personnel. Meanwhile, United Telehealth Corp., another SPG Hospice affiliate, provides advanced virtual care medical services to patients in their homes throughout Arizona. It combines the remote provider aspect of traditional telemedicine with an in-person medical technician "Tech" who is physically present with the patient in their home or facility. SPG Hospice, Scottsdale and United Telehealth Corp. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 22-02385) on April 19, 2022. At the time of the filing, SPG Hospice listed up to $50,000 in assets and up to $500,000 in liabilities. Jonathan P. Ibsen, Esq., at Canterbury Law Group, LLP serves as the Debtors' legal counsel. James Cross, the court-appointed Chapter 11 trustee for the Debtors, tapped Cross Law Firm, PLC as bankruptcy counsel; Terry A. Dake, Ltd. as special counsel; Baldwin Moffitt Behm, LLP as tax preparer; and Kathy Steadman of Coppersmith Brockelman, PLC as healthcare personnel and regulatory compliance specialist. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' bankruptcy cases. SPG HOSPICE: Trustee Taps Corporate Investigation as Auditor ------------------------------------------------------------ James Cross, the Chapter 11 trustee for SPG Hospice, LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Corporate Investigation Consulting, LLC as auditor. The trustee requires the services of an auditor to determine the substance and viability of the $589 million claim filed by the Office of Inspector General of Health and Human Services against the Debtors. The firm will be paid an hourly fee of $500 for its services and an upfront advance fee deposit of $50,000. Kevin Sheridan, a partner at Corporate Investigation 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 at: Kevin M. Sheridan Corporate Investigation Consulting, LLC 4131 N. Central Expy, #900 Dallas, TX 75204 Tel: (866) 352-9324 About SPG Hospice Established in 2018, SPG Hospice, LLC provides hospice services throughout Arizona but primarily located in the Phoenix metropolitan area. SPG Hospice's affiliate, Scottsdale Physicians Group, PLC, provides hospitalist staffing services for hospitals and physician staffing services to skilled nursing facilities and other post-acute settings. Its workforce is comprised of medical providers and disease support personnel. Meanwhile, United Telehealth Corp., another SPG Hospice affiliate, provides advanced virtual care medical services to patients in their homes throughout Arizona. It combines the remote provider aspect of traditional telemedicine with an in-person medical technician "Tech" who is physically present with the patient in their home or facility. SPG Hospice, Scottsdale and United Telehealth Corp. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 22-02385) on April 19, 2022. At the time of the filing, SPG Hospice listed up to $50,000 in assets and up to $500,000 in liabilities. Jonathan P. Ibsen, Esq., at Canterbury Law Group, LLP serves as the Debtors' legal counsel. James Cross, the court-appointed Chapter 11 trustee for the Debtors, tapped Cross Law Firm, PLC as bankruptcy counsel; Terry A. Dake, Ltd. as special counsel; Baldwin Moffitt Behm, LLP as tax preparer; and Kathy Steadman of Coppersmith Brockelman, PLC as healthcare personnel and regulatory compliance specialist. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' bankruptcy cases. SPRING MOUNTAIN: Wins Cash Collateral Access Thru Dec 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, Santa Rosa Division, authorized Spring Mountain Vineyard Inc. to continue using the cash collateral of MGG California LLC on a final basis in accordance with the budget through the earliest to occur of December 31, 2022 or the Termination Date in an amount not to exceed at any time $2.987 million. As previously reported by the Troubled Company Reporter, the Debtor's sole secured creditor is MGG California LLC, which is the administrative agent and collateral agent for a group of lenders who are affiliated with MGG. The Debtor obtained a $185 million loan from MGG in October 2018. Since that date, the Debtor and MGG have amended the credit facility twice, entered into a forbearance agreement, and amended the terms of that forbearance agreement two times, most recently in July 2022. As a result of these transactions, with one exception, MGG possesses a security interest in all of the Debtor's assets: its real property, its 135 vineyard blocks occupying 150 acres, the grapes that are currently being harvested, two winery buildings, the estate manor, 79,000 cases of wine inventory, the caves where the Debtor stores its wine casks, the well and reservoir where the Debtor gets its liquor license, its accounts receivable, and its cash. Whether through sales of assets of the Debtor's principal, Mr. Jaqui Safra, or through collections on insurance claims, since 2018, MGG has been paid $72.25 million. In addition, with regular payments and the application of the interest reserve, the total MGG has received is approximately $103.6 million. In spite of these very substantial payments, MGG's indebtedness has accrued interest at a rate of 16% per annum for a number of years. Having borrowed $185 million in 2018 and having paid over $100 million toward that debt, MGG's debt has increased by $20 million. MGG also has a security interest in two non-Debtor assets. As a result of the amendments to the credit facility after October 2018, the Debtor's beneficial owner Mr. Jacob Safra pledged additional collateral to MGG to secure the Loan. He pledged a 100% interest in the Debtor (held by Freecrest Limited, a company controlled by Mr. Safra). Additionally, he granted MGG a $75 million third lien in a company owned by Mr. Safra -- Encyclopaedia Britannica, Inc., the company that holds the famed Encyclopedia Britannica and Merriam-Webster dictionary and thesaurus, a company with an estimated value of $450 million to $550 million. The two liens ahead of MGG total less than $150 million, making MGG's lien in Britannica oversecured by three times. On September 30, 2022 -- the day after the Petition Date -- Mr. Safra transferred $600,000 of his own money into the Debtor's bank account as an equity infusion. He did this voluntarily for the purpose of covering any operating shortfall in the cash collateral budget which the Debtor asks the Court to approve on an interim basis. The Unrestricted Cash will provide an operating cushion that will cover the Debtor's operating costs through November 30, 2022. Mr. Safra will make an additional cash infusion of $1.4 million by November 15 in order to cover operating costs through December 31. The Debtor contended MGG's adequate protection comes from a combination sources. The first is the equity cushion provided by all of the collateral in which the MGG has an interest: * Real property (recently appraised at $218.7 million), * The Debtor's 79,000 cases of wine inventory ($164 million at retail, $80 million at wholesale), and * The third lien in Britannica ($75 million). A copy of the order is available at https://bit.ly/3FLAOJ2 from PacerMonitor.com. About Spring Mountain Vineyard Inc. Spring Mountain Vineyard Inc. is a privately owned estate comprised of four vineyards. Spring Mountain Vineyard's beneficial owner is Jacob Safra, who also owns Encyclopaedia Britannica, Inc., the company that holds the famed Encyclopedia Britannica and Merriam-Webster dictionary and thesaurus, with an estimated value of $450 million to $550 million. Spring Mountain Vineyard sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10381) on September 29, 2022. In the petition signed by Constantine S. Yannias, as president, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Charles Novack oversees the case. Victor A. Sahn, Esq., at Greenspoon Marder, LLP, is the Debtor's counsel. SUMMIT FINANCIAL: Unsecureds to Get Full Payment in Plan -------------------------------------------------------- Summit Financial, Inc., submitted an Amended Plan of Reorganization for Small Business Under Chapter 11 dated October 26, 2022. As of the Petition Date, the Debtor and two non-debtor affiliated companies (Images Luxury Nail Lounge, Inc. and NTHD Holdings, Inc.) owned and operate six high-end luxury nail salons in Southern California. Management services for all six of the salons was provided by approximately six full-time employees and approximately four independent contractors, all of whom were paid by the Debtor. The Debtor was the lessee / tenant in five of the six locations. For the location that the Debtor directly operates, Quail Hill, the Debtor has agreements with approximately 14 nail technicians who work as independent contractors. The other locations were operated by the affiliated entities, who are supposed to make monthly payments to the Debtor to cover rent and management expenses for the non-debtor locations. Since the Petition Date, the Debtor has worked to reorganize its business around the most profitable salon locations. On Dec. 22, 2021, the Debtor filed a motion to reject the lease at the Westpark location, which the Court granted on Jan. 13, 2022. On Jan. 12, 2022, the Debtor filed a motion to assume and assign the Los Olivos lease. After the landlord initially opposed the motion, the parties ultimately reached a stipulation to allow the assignment, and the Court entered an order approving the motion on Feb. 23, 2022. Subsequently, on April 20, 2022, the Debtor and the Landlord participated in a mediation conducted by the Subchapter V Trustee, during which the parties agreed to extend certain deadlines to allow the parties to work towards a resolution, and the Debtor to find suitable assignees, and the Landlord to evaluate such assignees. Finally, the Debtor and Landlord negotiated the terms of an assumption and assignment of the Eastbluff lease, which was approved by the Court on September 2, 2022. The Amended Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of Summit Financial from (a) the Debtor's cash on hand on the Effective Date, (b) the net income derived from the continued operation of the Debtor's business, and (c) the proceeds from the sale and/or assignment of one or more of the leases for its salon locations. Non-priority unsecured creditors holding allowed claims shall receive payment in full over the five-year duration of the Amended Plan. Under the Plan, holders of Class 3 General Unsecured Claims will receive full payment of its claim in quarterly installments over the duration of the Amended Plan in full and complete satisfaction of such holder's Claim. The first payments to holders of Class 3 Claims will be made on the first Distribution Date following the Effective Date. Class 3 is impaired. Distributions to creditors under the Amended Plan will be funded primarily from the following sources: (a) the Debtor's cash on hand on the Effective Date; (b) the Summit Financial Net Projected Disposable Income derived from the continued operation of the Debtor's business; (c) the proceeds from the sale and/or assignment of one or more of the leases for its salon locations; and exit financing and/or contributions to equity if such loans and or contributions can be obtained. The Summit Financial Net Projected Disposable Income, which is expected to be available for payment to creditors, is shown in the financial projections attached hereto as Exhibit B. A copy of the Amended Plan of Reorganization dated Oct. 26, 2022, is available at https://bit.ly/3TGTnSV from PacerMonitor.com. About Summit Financial Summit Financial, Inc., which operates six high-end luxury nail salons in Southern California, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-12276) on Sept. 18, 2021. On the Petition Date, the Debtor estimated $100,000 to $500,000 in assets and $1,000,000 to $10,000,000 in liabilities. The petition was signed by Hao Tang as chief executive officer. The Honorable Scott C. Clarkson presides over the case. Arent Fox LLP is the Debtor's counsel. TALEN ENERGY: Unsecureds Owed $300M to Get 0% to 100% in Dual Plan ------------------------------------------------------------------ Talen Energy Supply, LLC, et al., submitted a Joint Chapter 11 Plan and a Disclosure Statement. The Restructuring Committee of the Board of Managers of Talen Energy Supply, LLC and each of the governing bodies for each of its affiliated Debtors have approved the transactions contemplated by the Plan. Subject to the terms and provisions of that certain Restructuring Support Agreement dated as of May 9, 2022, the following parties have agreed to support and/or vote in favor of the Plan: * holders of approximately 83% of the aggregate outstanding principal amount of the Unsecured Notes; * holders of approximately 86% in aggregate principal amount of Claims under the Debtors' Prepetition CAF Agreement; * holders of approximately 98% in aggregate principal amount of Claims under the Debtors' Prepetition TLB Agreement; * holders of approximately 48% of the aggregate outstanding principal amount of the Secured Notes; and * the holder of 100% of the existing equity interests. The Plan provides for a comprehensive restructuring pursuant to either (i) a debt-for-equity exchange in which the equity of New Parent will be distributed to Holders of Unsecured Notes Claims and General Unsecured Claims on account of their Claims and to Holders of Unsecured Notes Claims and General Unsecured Claims that participate in the Rights Offering (the "Equitization Transaction") or (ii) one or more sale transactions in which one or more third-party bidder(s) will acquire either the equity of New Parent or all or substantially all of the Debtors' assets, including the equity in the Debtors' subsidiaries (a "Sale Transaction"). 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 Equitization Transaction is anchored by the Consenting Parties' commitment to equitize their respective holdings of $1.4 billion in principal amount of Unsecured Notes Claims and backstop $1.55 billion of an up to $1.9 billion equity rights offering. The proposed Equitization Transaction provides for, among other things: * an up to $1.9 billion common equity rights offering (the "Rights Offering"), $1.55 billion of which will be backstopped by the Backstop Parties (the "Rights Offering Amount"), pursuant to which eligible Holders of Unsecured Notes Claims and General Unsecured Claims will be distributed subscription rights to purchase shares of New Common Equity issued by New Parent (the "Rights Offering Equity") in accordance with the Restructuring Transactions Exhibit to be included in the Plan Supplement; * The DIP Facilities to be repaid in full in cash; * Allowed Other Priority Claims and Allowed Other Secured Claims to be paid in full so as to render such claims Unimpaired; * Holders of Allowed Prepetition CAF Claim to receive payment in full in cash of the Settled CAF Claim Amount; * Holders of Allowed Prepetition First Lien Non-CAF Claims to receive payment in full in Cash of the Settled First Lien Non-CAF Claim Amount; * Holders of Allowed Unsecured Notes Claims to receive their Pro Rata share of 99% of the new common equity in the New Parent (the "New Common Equity"), less any New Common Equity distributed to general unsecured creditors pursuant to the Plan (the "GUC Recovery Equity Pool") or on account of the Retail PPA Incentive Equity (as defined in the Plan), subject to dilution from the Rights Offering, the Employee Equity Incentive Plan, the New Warrants Equity, the Backstop Periodic Premium, and the Backstop Put Premium; * Holders of Allowed Unsecured Notes Claims and Allowed General Unsecured Claims to receive their Pro Rata share (on a Claim by Debtor basis) of the 1145 Subscription Rights (as defined in the Plan) and (i) with respect to an Eligible Holder, solely to the extent such Holder fully exercises its 1145 Subscription Rights, the 4(a)(2) Subscription Rights (as defined in the Plan) or (ii) with respect to an Ineligible Holder,7 solely to the extent 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 the Holder if such Holder was an Eligible Holder; * Holders of Allowed General Unsecured Claims to receive their Pro Rata share (on a Claim by Debtor basis) of 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; * Holders of Claims that would otherwise be Allowed General Unsecured Claims (i) in an amount of $1,000 or less or (ii) reduced to $1,000 that are designated as General Unsecured Convenience Claims will receive payment in full in Cash; * the Debtors' Prepetition Cumulus Intercompany Claims and Prepetition Intercompany Claims will be waived or reinstated and are therefore deemed Unimpaired under the Plan; * the Debtors' collective bargaining agreements, Pension Plans , and asset retirement obligations to be assumed and/or otherwise unimpaired; * the Debtors' entry into any credit facility in accordance with the RSA, including a priority revolving credit facility, in a principal amount of at least $1,000,000,000 with the capacity for the issuance of letters of credit (the "Exit Facilities"); and * if the TEC Global Settlement remains in effect as of the Effective Date of the Plan, the Reinstatement of Existing Equity Interests so as to maintain the organizational structure of the Company as such structure exists on the Effective Date. Sale Transactions 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"). Pursuant to the Plan, the Debtors may elect to pursue a Sale Transaction premised on an Eligible Alternative Restructuring. The RSA provides that the Consenting Parties will support a Sale Transaction that is an Eligible Alternative Restructuring. An "Eligible Alternative Restructuring" is an Alternative Restructuring that provides for: * satisfaction in full, including any accrued but unpaid interest (including postpetition interest at the contract rate, as increased due to the Company's default), of all Claims arising under (i) the DIP Documents, (ii) the Prepetition First Lien Debt Documents (as defined in the DIP Order), including as set forth in the CAF Settlement and the First Lien Non-CAF Settlement, as applicable, and (iii) the Unsecured Notes Indentures; * payment of any fees due and payable in accordance with the Order (I) Authorizing the Debtors to Enter into Backstop Commitment Letter, (II) Approving All Obligations Thereunder, and (III) Granting Related Relief (the "Backstop Order"); and * treatment of all other Claims against the Company on terms that are no less favorable than as provided in the RSA. Pursuant to the RSA First Amendment, the Debtors and Consenting Parties have agreed to the following Sale Process timeline: * launch outreach to third-parties following entry of the Backstop Order on August 29, 2022; * set deadline to receive non-binding indications of interest no later than September 28, 2022; * launch second round of bidding no later than October 3, 2022; * receive all timely binding offers and draft asset purchase agreements, subject to further negotiation, in accordance with the Bidding Procedures no later than November 14, 2022 at 4:00 p.m. (prevailing Central Time); and * select a winning bidder no later than November 18, 2022. The Debtors are presently soliciting votes on a Plan premised on either the Equitization Transaction or a toggle to a Sale Transaction that meets the requirements of an Eligible Alternative Restructuring. Although the Debtors have not received any actionable proposals in connection with the sale process, the Debtors will continue to consider any offers received, including those that do not meet the requirements of an Eligible Alternative Restructuring. For example, such bids may not contemplate payment of the Claims of Holders of the Unsecured Notes in full, including postpetition interest. Accordingly, if the Debtors elect, in their business judgment, to pursue a Sale Transaction that does not constitute an Eligible Alternative Restructuring on the terms and conditions set forth in the RSA, the Requisite Consenting Parties may elect to terminate the RSA and the Consenting Parties would not be required to vote in favor of the amended Plan. Upon such termination of the RSA, the Debtors will need to amend the current Plan and obtain conditional Bankruptcy Court approval of an amended Disclosure Statement and may be required to re-solicit the amended Plan to some or all Voting Classes. Under the Plan, Class 4 Unsecured Notes Claims total $1.5042 billion. 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: (i) If the Equitization Transaction occurs: a. 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; b. the 1145 Subscription Rights; and c. with respect to: i. Eligible Holders of Unsecured Notes Claims: solely if such holder fully exercises its 1145 Subscription Rights, the 4(a)(2) Subscription Rights; or ii. 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 (ii) 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 recovery 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 4 will recover 24% to 47% of their claims. The low-end of the range of recovery of 24% assumes the Holder of an Unsecured Notes Claim does not participate in the Rights Offering, whereas the high-end of the range of 47% assumes the Holder of an Unsecured Notes Claim fully participates in the Rights Offering. Class 4 is impaired. Class 5 General Unsecured Claims total $0.3195 billion. For the avoidance of doubt, as set forth in the Plan, recoveries for all Classes, including Class 5 (General Unsecured Claims), are not substantively consolidated and are determined on a Claim by Debtor basis. Holders of General Unsecured Claims will only receive value, including any Subscription Rights, New Common Equity or Cash, as applicable, in the amount such Holder is entitled to on a Claim by Debtor basis, not in the face value amount of such Holder's asserted Claim. Holders of General Unsecured Claims should consult the table on page 19 and the Value Allocation annexed as Exhibit A to the Plan to determine their estimated recoveries against applicable Debtors. 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: (i) if the Equitization Transaction occurs, a. 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; b. the 1145 Subscription Rights; and c. with respect to: i. Eligible Holders of General Unsecured Claims: solely if such Holder fully exercises its 1145 Subscription Rights, the 4(a)(2) Subscription Rights; or ii. 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 (ii) 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. Class 5 Creditors will recover 0% to 100% of their claims. Class 5 is impaired. Class 6 General Unsecured Convenience Claims total $0.1 million. This estimate includes only Claims that are Allowed in the amount of $1,000 or less and does not account for Claims that a Holder may elect to have reduced to $1,000 in order to receive Class 6 (General Unsecured Convenience Claims) treatment. Each such Holder will receive, on the Effective Date or as soon thereafter as reasonably practicable, (i) if the Equitization Transaction occurs, payment in full in Cash of such Holder's Allowed General Unsecured Convenience Claim; or (ii) if the Sale Transaction occurs, such Holder's rights and entitlements hereunder as a Holder of an Allowed General Unsecured Claim and this Class shall be deemed vacant pursuant to Article III.E of the Plan. Creditors will recover up to 100% of their claims. Class 6 is impaired. The Debtors are proceeding on the following timeline with respect to this Disclosure Statement and the Plan: * Plan supplement filing will be on Nov. 29, 2022 at 11:59 p.m. (prevailing Central Time). * The voting deadline will be on Dec. 6, 2022 at 5:00 p.m. (prevailing Central Time). * The deadline to object to confirmation of Plan will be on December 6, 2022 at 5:00 p.m. (prevailing Central Time). * The deadline to File (i) Reply to Plan Objection(s) and (ii) Brief in Support of Plan Confirmation will be on Dec. 12, 2022 at 12:00 p.m. (prevailing Central Time). * The confirmation hearing will be on Dec. 15, 2022 at 9:00 a.m. (prevailing Central Time). Attorneys for the 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 A copy of the Disclosure Statement dated Oct. 26, 2022, is available at https://bit.ly/3TMM3oJ from PacerMonitor.com. 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. THUNDER INC: Has Deal on Cash Collateral Access ----------------------------------------------- Thunder, Inc. and the U.S. Small Business Administration have advised the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agree that the Debtor may use cash collateral in which the SBA claims a security interest and lien, for the Debtor's ordinary and necessary operating expenses and administrative expenses in conformity with the "Projected Cash Flow Budget," with a 10% variance for any line item listed for the period of October 1 through December 31, 2022, subject to extension by written agreement signed by the SBA and Thunder. The Debtor will make the regular monthly payments due the S3A under the Amended Loan Authorization and Agreement between Debtor and the SBA, dated April 4, 2020 and amended April 16, 2020, in the amount of $650 per month beginning for the month of October 2022. The SBA will have an additional and replacement valid, binding, enforceable, non-avoidable, and automatically perfected, nunc pro tunc to the Petition Date, postpetition security interest in and lien on the Debtor's postpetition assets. A hearing on the matter is set for November 8, 2022 at 10 a.m. A copy of the stipulation is available at https://bit.ly/3zLmigx from PacerMonitor.com. About Thunder Inc. Thunder Inc., doing business as Escobar Construction, is a construction company in California. Thunder Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-15357) on Sept. 30, 2022. In the petition filed by Ronald O. Escobar, as chief executive officer, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by the Honorable Bankruptcy Judge Barry Russell. Gregory K. Jones has been appointed as Subchapter V trustee. The Debtor is represented by Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver. TORRID LLC: Moody's Affirms 'B1' CFR, Outlook Remains Stable ------------------------------------------------------------ Moody's Investors Service downgraded Torrid LLC's speculative grade liquidity rating (SGL) to SGL-2 from SGL-1 and affirmed all of the company's other ratings, including the B1 corporate family rating, B1-PD probability of default rating and B1 senior secured term loan rating. The outlook remains stable. The SGL change to SGL-2 (good) from SGL-1 (very good) reflects Torrid's lower than expected cash generation and balance sheet cash. Moody's projects good liquidity over the next 12-18 months, including $60-80 million of free cash flow that will cover term loan amortization requirements, nominal cash balances, ample excess revolver availability, lack of near-term maturities and a capital structure with only a springing fixed charge covenant. The CFR, PDR and term loan rating affirmation reflects Moody's expectation that despite a challenging operating environment, the company will maintain moderate leverage. Moody's took the following rating actions for Torrid LLC: Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Senior Secured Bank Credit Facility, Affirmed B1 (LGD4) Speculative-Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Outlook, Remains Stable RATINGS RATIONALE Torrid's B1 CFR is supported by Moody's expectations that despite lower earnings over the next 12-18 months as a result of discounting, product cost inflation, and weakening consumer spending, Torrid will have moderate leverage and generate positive free cash flow. The credit profile also benefits from the company's good execution and differentiated position in the niche plus-sized women's apparel category with a focus on fit that drives high customer loyalty. The company has a balanced mix of store and digital sales, with e-commerce representing about 63% of revenue. The rating also reflects governance considerations, including Sycamore Partners' majority ownership, which creates a potential risk of aggressive financial policy actions. Nevertheless, Moody's expects that financial strategies will be more balanced than those of private-equity owned companies, as the risk of debt-financed dividends has diminished following the IPO. The rating is constrained by the company's relatively small scale, fashion risk, operations in the highly competitive and fragmented apparel sector, and exposure to mall traffic in about two-thirds of its stores. Moody's projects that increased promotional activity to clear excess inventory and lower consumer demand will result in Moody's-adjusted debt/EBITDA increasing to 3x over the next 12-18 months from 2.5x as of July 31, 2022. EBITA/interest expense is expected to decline to 2.1x from 3.9x, in part driven by higher interest rates. In addition, although comparable sales had grown over 10% for several years prior to the pandemic, Torrid's track record of positive earnings and cash flow generation is relatively short. As a retailer, the company also needs to make ongoing investments in ESG factors including responsible sourcing, product and supply sustainability, privacy and data protection. The stable outlook reflects Moody's expectations for solid credit metrics and good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with increased scale and a longer-term track record of revenue and earnings growth and margin stability. A ratings upgrade would require a sustained commitment to a conservative financial policy, including Moody's-adjusted debt/EBITDA below 3.0 times and EBITA/interest expense above 3.5 times. The ratings could be downgraded if the company's liquidity or earnings deteriorate for any reason or financial policies become more aggressive, including debt-financed dividend distributions. Quantitatively, the ratings could be downgraded if Moody's-adjusted debt/EBITDA is sustained above 4.0 times and EBITA/interest expense below 2.5 times. Torrid LLC is a designer and retailer of apparel, intimates and accessories in North America, targeting women ages 25-40 that wear sizes 10-30. The company's products are sold through its e-commerce operations and over 600 company-operated retail stores. Revenue for the twelve months ended July 31, 2022 was approximately $1.3 billion. The company is publicly traded but majority-owned by funds affiliated with Sycamore Partners. The principal methodology used in these ratings was Retail published in November 2021. USA GYMNASTICS: Ends Dispute With Liberty Mutual Over Nassar Award ------------------------------------------------------------------ USA Gymnastics agreed to dismiss its bankruptcy insurance case against a Liberty Mutual unit Friday, October 28, 2022, ending years of litigation following a $380 million settlement with victims of former team doctor and convicted sexual abuser Larry Nassar. Pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii) and Fed. R. Bankr. P. 7041, Plaintiff USA Gymnastics, Inc. and defendant Liberty Insurance Underwriters Inc., the only remaining parties in the action (USA Gymnastics v. Ace American Insurance Company et al, Adv. Pro. No. 1:19-ap-50012), stipulate to the dismissal of the action with prejudice. In September, the USA Gymnastics and Liberty Insurance jointly notified the Court that a settlement in principle has been reached in the case. The terms of the settlement were not disclosed in court filings. About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Robyn L. Moberly is the case judge. USAG tapped JENNER & BLOCK LLP as counsel; ALFERS GC CONSULTING, LLC and SCRAMBLE SYSTEMS, LLC, as business consulting services providers; and OMNI Management Group, Inc., as claims agent. VESTA HOLDINGS: Nov. 9 Deadline Set for Panel Questionnaires ------------------------------------------------------------ The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Vesta Holdings, LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3NJY8ZU and return by email it to John Schanne -- John.Schanne@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Nov. 9, 2022. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Vesta Holdings Historically, Vesta Holdings, LLC and each of its Debtor and non-Debtor affiliates provided wealth advisory, risk management services, and insurance brokerage services to individual and corporate clients across the United States. In recent years, the Debtors have focused on growing their insurance brokerage services business, which is primarily operated under Debtor Summit Risk Advisors LLC. Summit primarily concentrates on property The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-11019) on October 30, 2022. In the petition signed by Michael Hines, CFO. The Debtor disclosed up to $100 million to $500 million in assets and up to $100 million to $500 million in liabilities. ROPES & GRAY LLP is the Debtor's general bankruptcy counsel. POTTER ANDERSON & CORROON LLP is the Debtor's co-bankruptcy counsel. PROVINCE LLC is the Debtor's financial advisor. OMNI AGENT SOLUTIONS is the Debtors' Notice, Claims, Solicitation & Balloting Agent. VESTA HOLDINGS: To Sell Under Chapter 11 After Lawsuits vs. Ex-CEO ------------------------------------------------------------------ On Oct. 30, 2022, wealth advisory, risk management services and insurance brokerage services provider Vesta Holdings LLC of Mongomeryville, PA, filed a petition for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Delaware along with two affiliates. In recent years, the Debtors have focused on growing their insurance brokerage services business, which is primarily operated under debtor Summit Risk Advisors LLC. Summit primarily concentrates on property and casualty insurance ("P&C") offerings. The Debtors undertook this growth by acquiring various independent insurance agencies that provide commercial, property, personal, and casualty lines, group benefits, and other ancillary business and specialty lines. Summit's recent acquisitions include: SA Benefit Services, LLC, on Jan. 1, 2021; Baluja & Associates, on February 1, 2021; Mappus Insurance Agency, Inc., on Sept. 1, 2021; and Crescent Insurance Advisors, Inc., on May 18, 2022. Currently, the Debtors, through Summit, solely provides insurance brokerage services, focusing on P&C insurance offerings, to individual and corporate clients across the United States. Summit employs over 130 individuals with operations in eight states, including Connecticut, South Carolina, Texas, Florida, Georgia, Tennessee, Louisiana, and California. As of Aug. 31, 2022, Summit has approximately 66,000 issued policies accounting for $175.0 million in annual premiums. Summit's growth strategy has fueled its financial and operational success. Since its founding in 2019, Summit has consistently generated solid revenue growth, profitability, and return on investment while maintaining the highest quality of service for its clients. As of the Petition Date, the Debtors have $126.7 million of funded debt obligations, consisting of $125.7 million owed under the secured credit agreement and and $954,000 under unsecured seller notes. Alter Domus (US) LLC, is the collateral agent and administrative agent for the lenders and CB Agent Services LLC, is the origination agent for the lenders under the credit agreement. Issue With Ex-CEO Raphael Wallander, who has served as independent manager of Vesta starting in mid-August 2022, explains that despite Summit's operational success, its performance has been overshadowed by alleged misconduct carried out by Joshua Coleman -- Vesta's founder and the former Manager and Chief Executive Officer of Vesta. According to Mr. Wallander, this misconduct includes the alleged misappropriation of funds borrowed under certain financing agreements, as well as the purported transfer of Debtor assets to third parties without the Prepetition Lenders' consent, as required under the Prepetition Credit Agreement. These alleged improprieties have resulted in numerous lawsuits and may have (a) violated multiple covenants under the Prepetition Credit Agreement and (b) constituted a breach of Mr. Coleman's duties. Furthermore, this alleged misconduct meaningfully affected the Debtors' business by unsustainably increasing the Debtors' debt load, embroiling them in substantial prepetition litigation, and creating significant confusion among the Debtors' customers and other parties in interest. Upon discovery of Mr. Coleman's alleged improprieties and following the Debtors’ failure to make an interest payment under the Prepetition Credit Agreement, the Prepetition Agent declared an event of default under the Prepetition Credit Agreement in June 2022. The Prepetition Agent also exercised its proxy rights under the Prepetition Credit Agreement and promptly removed Mr. Coleman as Manager and Chief Executive Officer of Vesta. Also in June 2022, the Debtors' remaining management team began a review of potential restructuring alternatives, including the potential sale of the assets of Summit's profitable insurance brokerage services business. The Debtors' management team then began its outreach to potential purchasers in July 2022. This process garnered interest, including multiple preliminary, non-binding indications of interest from potential third-party purchasers. Shortly after the management team commenced the sale process, on Aug. 5, 2022, the Board appointed Raphael Wallander as the sole member of the Special Committee of the Board, and, on Aug. 15, 2022, the Prepetition Agent, acting as the sole member of Vesta, appointed Wallander as the Independent Manager of Vesta. The impact of Mr. Coleman's alleged misconduct and the numerous lawsuits in connection therewith have also hindered the Debtors' prepetition sale process. Lenders as Stalking Horse Bidder The Debtors believed that prior to their Chapter 11 filing, it was critical to find a stalking horse bidder to provide confidence within the industry that the Debtors' business will remain intact as a going concern. The Debtors' negotiations with the Prepetition Lenders were ultimately successful and culminated in the parties' entry into the Stalking Horse Agreement on October 30, 2022. The Stalking Horse Agreement offers the Debtors and their stakeholders certainty by establishing a minimum purchase price for the Insurance Brokerage Assets, providing stability to the Debtors' employees who will be a part of the go-forward business, and signaling to other potential bidders the prevailing market value of the Insurance Brokerage Assets. The Stalking Horse Agreement remains subject to the Debtors' receipt of higher or better offers pursuant to the bidding procedures proposed in the Bidding Procedures Motion. In addition, the Prepetition Lenders have also financially supported, and continue to financially support, the Debtors' business and restructuring efforts. First, when the Debtors faced insufficient liquidity to fund the costs of preparing for these chapter 11 cases in a manner that would minimize disruption to the Debtors' business, the Prepetition Lenders funded, pursuant to the second amendment to the Prepetition Credit Agreement, approximately $3.8 million on Sept. 13, 2022 (the "Bridge Financing"). The Bridge Financing provided essential liquidity and enabled the Debtors to remain current on ordinary course operational expenses. Accordingly, the Debtors do not anticipate significant prepetition trade claims that will be subject to these chapter 11 cases. Second, the Prepetition Lenders have also agreed to provide a superpriority, senior secured $37.88 million debtor in possession financing facility (the "DIP Facility"), subject to the Court's approval. The DIP Facility will ensure that the Debtors have the liquidity required to conduct the sale process contemplated in the Bidding Procedures Motion and close a value-maximizing transaction. The DIP Facility also contemplates, in connection with the Stalking Horse Agreement, negotiating an agreed-to, post-sale wind down amount to ensure the Debtors' can liquidate and wind down their estates following consummation of a sale. If the Debtors are to successfully resolve the chapter 11 cases, it is imperative that the Debtors move quickly from the outset of these chapter 11 cases -- both to maintain the stability of their business and to establish a process for the swift and orderly transition of the Debtors' business to the ultimate successful bidder. About Vesta Holdings Historically, Vesta Holdings, LLC and each of its affiliates provided wealth advisory, risk management services, and insurance brokerage services to individual and corporate clients across the United States. In recent years, they have focused on growing their insurance brokerage services business, which is primarily operated under Summit Risk Advisors LLC. Summit primarily concentrates on property and casualty insurance offerings. Vesta Holdings and affiliates Summit Risk Advisors, LLC, and Dunham Insurance Agency, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-11019) on Oct. 30, 2022. In the petition signed by Michael Hines, their chief financial officer, the Debtor disclosed up to $500 million in both assets and liabilities. The Debtors tapped Ropes and Grapy LLP as general bankruptcy counsel, Potter Anderson & Corroon LLP as co-bankruptcy counsel, Province LLC as financial advisor, and Omni Agent Solutions as notice, claims, solicitation, and balloting agent. VICE BAR & BISTRO: Georgia Restaurant Starts Subchapter V Case -------------------------------------------------------------- Vice Bar & Bistro LLC filed for chapter 11 protection in the Northern District of Georgia. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor operates a restaurant called Vice Bar & Bistro located in Suwanee, Georgia. The Debtor also owns the commercial real property located at 5953 Buford Highway, Doraville, GA 30340. The Debtor originally purchased the Property with the intention of eventually moving the Restaurant into the Property. There is currently a tenant in the Property that has approximately four years left on its lease. A dispute with the mortgagee led to the acceleration of the loan and the Debtor filed the bankruptcy case to stop the foreclosure sale of the Property scheduled for November 1, 202 According to court filings, Vice Bar & Bistro LLC estimates $1 million to $10 million in total debt to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. AG Investment Holdings LLC and Preston & Babloo Investments LLC are the mortgagees on the Debtor's property. The Debtor took out a pandemic era disaster loan with the U.S. Small Business Association. The Debtor also took out funds from merchant cash advance companies Alpha Capital Source, Inc., Business Advance Team LLC, Total Merchant Resources, LLC. About Vice Bar & Bistro Vice Bar & Bistro LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. on Case No. 22-58751) on Oct. 31, 2022. In the petition filed by Olufemi Ashadele as owner, the Debtor reported assets and liabilities between $500,000 and $10 million. The Debtor is represented by William A. Rountree of Rountree Leitman Klein & Geer, LLC. VICTORIA TOWERS: Secured Creditors' Plan Set for Dec. 5 Hearing --------------------------------------------------------------- Sanford Avenue Partner LLC and American Chengyi Investment Management Group Inc. (the "Proponents"), senior and junior secured creditors of debtor Victoria Towers Development Corp., filed a motion for entry of an order approving their Disclosure Statement to Chapter 11 Plan of Liquidation for the Debtor. On October 31, 2022, Judge Robert E. Grossman granted the motion and ordered that: * the Leser Objection be, and is hereby, overruled. * the Disclosure Statement is approved. * November 28, 2022 at 5:00 p.m. is fixed as the last day to deliver Ballots to be counted as votes. * December 5, 2022 at Courtroom 860, 290 Federal Plaza, Central Islip, NY 11722 is the hearing on confirmation of the Plan. * November 28, 2022 is fixed as the last day to file objections to confirmation of the Plan. * the Proponents shall begin marketing the Real Property promptly for a Sale of the Units in two tranches to be conducted following entry of an order confirming the Plan, should such an order be entered, in accordance with the Bid Procedures. A copy of the order dated October 31, 2022, is available at https://bit.ly/3WAA8vZ from PacerMonitor.com at no charge. Counsel to Sanford Avenue Partner, LLC: Margarita Y. Ginzburg, Esq. KRAVIT PARTNERS, LLC 27 Red Barn Road Hyde Park, NY 12538 Tel: 212-252-0550 - and - Counsel to American Chengyi Investment Management Group Inc.: Scott K. Levine, Esq. Allison Arotsky, Esq. MORITT HOCK & HAMROFF LLP 400 Garden City Plaza Garden City, NY 11530 Tel: 516.873.2000 About Victoria Towers Development Flushing, N.Y.-based Victoria Towers Development Corp. is the owner of fee simple title to 29 residential condo units located at 133 38 Sanford Avenue, Flushing N.Y., having an appraised value of $33.37 million. Victoria Towers filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-73303) on Oct. 30, 2020. In its petition, the Debtor is closed $33,370,000 in assets and $39,217,115 in liabilities. The petition was signed by Myint J. Kyaw, president. The Hon. Robert E. Grossman presides over the case. Rosen & Kantrow, PLLC, serves as the Debtor's bankruptcy counsel. WASHINGTON PLACE: Amends Ayzertech & Lerner Secured Claims Pay -------------------------------------------------------------- Washington Place Indiana LLC, Washington Place Indiana 945 LLC and Washington Place Indiana 1073 LLC (collectively the "Debtors") submitted a Second Revised Disclosure Statement in connection with the Second Revised Joint Chapter 11 Plan of Reorganization dated October 31, 2022. The Plan seeks to implement a final discounted payoff negotiated with the mortgage lender, RSS BBCMS2017-CI-IN WPL, LLC (the "Lender") in the total sum of $3,800,000. The discounted pay-off satisfies all claims arising out of the senior mortgage lien encumbering the Debtors' commercial shopping center known as Washington Plaza in Indianapolis, Indiana, (the "Shopping Center"). The Debtor also obtained Bankruptcy Court approval of a final insurance settlement with Nationwide Mutual Insurance Company ("Nationwide") for payment of $875,000 on account of water damages at the Shopping Center. This settlement, together with a New Value Contribution in the sum of $3,500,000, plus available cash of $380475,000 representing a large portion of the Debtors' Lockbox funds, have also been allocated for Plan purposes, all of which is collectively defined as the Confirmation Fund. The Confirmation Fund shall be used to pay all obligations owed to creditors to enable the Debtors to exit bankruptcy. Over the last several weeks, the Debtors have increased their respective proposals to other creditors and received favorable responses from the Lender and the Class 5 and Class 6 creditors [Ayzertech, Inc. and Lerner Arnold & Winston] all of whom are supporting the Plan. The Debtors have made a further increased proposal to the Class 3 creditor (Asphalt Solutions) and hope to gain have now gained its consent as well. Thus, the Debtors currently do not anticipate the need to seek confirmation pursuant to the cramdown provisions of 11 U.S.C. §1129(b), although the Debtors reserve their rights to do so should circumstances warrant. To give the Plan immediate creditability, Debtors' counsel is holding in escrow an initial deposit of $1.4 million toward the New Value Contribution. In addition to this cash deposit, the Debtors are confident that the balance of the New Value will be available prior to Confirmation. The Debtors have also retained additional cash liquidity from the Lockbox funds of about $100,000 to address the potential claims of NNT Enviro Tech (which is still under review) and pay other operating expenses. Additionally, the Debtors maintain a balance of approximately $200,000 to fund operations. The Debtors were careful not to exhaust all possible cash reserves in order to have liquidity to operate the Shopping Center following confirmation. The Debtors have not obtained a formal appraisal, but scheduled the Shopping Center with a value of approximately $4.0 million. Creditors may disagree with this valuation and the parties reserve the right to present appraisal evidence as necessary. The Shopping Center generates potential monthly income of $52,000. Class 5 consists of the Allowed Claim of Ayzertech, the insurance adjuster based on a contingency fee against the Insurance Proceeds. The Debtors shall pay the Class 5 Claimant the sum of $87,500.00 from the Confirmation Fund upon the earlier of the entry of an Order allowing its fees, which were approved at a hearing held on October 26, 2022, or the Effective Date of the Plan. In consideration therefor, the Class 5 Claimant shall (i) deliver a release of the Class 5 Claimant's existing and potential lien relating to the Insurance Proceeds in recordable form; and (ii) withdraw or release all claims filed in bankruptcy. Class 6 consists of the Allowed Claim of Lerner Arnold & Winston (LAW) counsel for the Debtors based upon a contingency fee against the Insurance Proceeds. The Debtors shall pay the Class 6 Claimant the sum of $262,500.00 from the Confirmation Fund upon the earlier of the entry of an Order allowing its fees, which were approved at a hearing held on October 26, 2022, or the Effective Date of the Plan. In consideration therefor, Class 6 Claimant shall (i) deliver a release of the Class 6 Claimant's potential charging lien against the Insurance Proceeds in recordable form; and (ii) withdraw or release all claims filed in bankruptcy. The major source for Plan funding is the New Value Contribution in the total sum of $3,500,000. Debtors' counsel is already holding the sum of $1.4 million in escrow towards the New Value Contribution. The balance of $2.1 million shall be funded and deposited into the Confirmation Fund prior to the start of the Confirmation Hearing. The balance of the plan funding will come from the Insurance Proceeds, plus use of $450,000 in funds on deposit in the Debtors' Lockbox account as of September 30, 2022. Simultaneously with the confirmation process, the Debtors have obtained Bankruptcy Court approval of the $875,000 settlement with Nationwide Mutual Insurance Company pursuant to Bankruptcy Rule 9019(a). The settlement resolves the action pending in the United States District Court for the Southern District of Indiana (Case No. 20 cv 2222) and augments the Confirmation Fund. The Bankruptcy Court has entered an Order (the "Scheduling Order"), after approving the Disclosure Statement and setting a hearing to consider confirmation of the Plan on December 14, 2022 at 1:00 p.m., (the "Confirmation Hearing"). The Scheduling Order directs that ballots and objections, if any, shall be served upon counsel to the Debtors no later than December 2, 2022. A full-text copy of the Second Revised Disclosure Statement dated October 31, 2022, is available at https://bit.ly/3WxAkfH from PacerMonitor.com at no charge. Debtors' Counsel: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway 22nd Floor New York, NY 10036 Tel: (212) 221-6700 Email: knash@gwfglaw.com About Washington Place Indiana Washington Place Indiana, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 21-43087) on Dec. 15, 2021. In its petition, Washington Place Indiana listed as much as $10 million in both assets and liabilities. David Goldwasser, restructuring officer, signed the petition. Judge Jil Mazer-Marino oversees the cases. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and David Goldwasser, a partner at FIA Capital Partners, LLC serve as the Debtors' legal counsel and chief restructuring officer, respectively. WORLD ACCEPTANCE: S&P Downgrades ICR to 'B-' on Covenant Breach --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on World Acceptance Corp. to 'B-' from 'B'. The outlook is negative. S&P also lowered its issue rating on World Acceptance Corp.'s senior unsecured notes to 'CCC+' from 'B'. S&P lowered its issue rating by one-notch below the issuer credit rating as it expects priority debt to remain above 30% of adjusted assets and unencumbered assets to unsecured debt ratio to remain above 1.0x. As of Sept. 30, 2022, World Acceptance had breached its fixed-charge coverage ratio and collateral performance indicator covenants of its revolving credit facility because of materially weaker earnings and higher delinquencies and net charge-offs. World Acceptance's leverage, measured by debt to adjusted total equity, increased to 2.5x as of Sept. 30, 2022, from 1.4x a year ago. The one-notch downgrade reflects World Acceptance's deteriorating operating performance that led to the company seeking a waiver to resolve a breach of its fixed-charge coverage ratio and collateral performance indicator (CPI) covenants on its revolving credit facility. As of Sept. 30, 2022, World Acceptance had to maintain a fixed-charge coverage ratio of 2.25x and a CPI ratio of 24%. The company is in the process of obtaining amendments or a waiver from lenders to avoid a default and acceleration on its revolving credit facility. Absent a waiver, the company's liquidity will be severely strained as the debt would be accelerated, which would likely lead to a default. For the six months ended Sept. 30, 2022, World Acceptance reported net loss of $10.2 million, versus net profit of $28 million a year ago. The substantial decline in operating performance was due to higher provision for loan losses--which was $154 million in the six months ended Sept. 30, 2022, or 10% of gross loan receivables as of September 2022--driven by deteriorating credit quality. Annualized charge-offs of average net loan receivables in the six months ended September 2022 increased significantly to 22.8% from 10.9% in the same period in 2021. The rise in net charge-offs stemmed from aging delinquencies from increased new and shorter-tenured customers. As a subprime consumer finance lender, World Acceptance generates the majority of its revenue by offering high-yield, unsecured installment loans. S&P expects high inflation to continue weighing on World Acceptance's customers' ability to repay and the company's credit performance. The company's leverage, measured by debt to adjusted total equity (ATE), rose to 2.5x as of Sept. 30, 2022, compared with 1.4x a year ago. As the company navigates through a difficult macroeconomic environment, we expect leverage to rise to 2.75x-3.5x. S&P also expects that the company will not generate sufficient earnings to grow its tangible equity. As of Sept. 30, 2022, tangible equity declined to $332 million from $389 million a year ago. S&P said, "We lowered our issue rating on World Acceptance's senior unsecured notes to 'CCC+' because its priority debt remains above 30% of adjusted assets and we expect the unencumbered assets-to-unsecured debt ratio to remain above 1.0x.If the company's unencumbered assets-to-unsecured debt ratio drops below 1.0x and priority debt ratio remains 30% or higher, we will further lower the issue rating by one notch, for a total of two notches below the issuer credit rating. "The negative outlook reflects our expectation that over the next 12 months, the tough operating conditions will continue to pressure World Acceptance's operating performance, likely leading to net reported loss and an increase in debt to ATE to 2.75x-3.5x. In our base case, we expect the company to successfully obtain an amendment or waiver on its credit facility covenants and maintain enough liquidity to meet its daily operating and debt servicing needs. "We could lower the ratings over the next six to 12 months if we expect operating losses to continue to rise such that the company's liquidity continues to deteriorate, or it is unable to get covenant waivers on its credit facilities, such that default is imminent. We could also lower the ratings if regulatory issues materially affect the company's ability to operate, or if it buys back debt at distressed levels, which we could view as a de facto restructuring tantamount to default. "We could revise the outlook to stable if World Acceptance maintains an adequate covenant cushion, its asset quality stabilizes, it maintains adequate liquidity, and it continues to operate with leverage well below 2.5x. An upgrade is unlikely over the next 12 months." [*] AnnElyse Gains Joins Gibson Dunn as Restructuring Partner ------------------------------------------------------------- Gibson, Dunn & Crutcher LLP on Nov. 7 disclosed that AnnElyse Scarlett Gains has joined the firm's Washington, D.C. office as a partner, where she will continue her business restructuring and reorganization practice. "AnnElyse is a fantastic addition to the Gibson Dunn team," said Greta B. Williams, Co-Partner-in-Charge of the Washington, D.C. office of Gibson Dunn. "She is a well-respected, experienced lawyer who will add further bench strength to our premier business restructuring and reorganization practice." "We are excited to have AnnElyse join Gibson Dunn," said Scott J. Greenberg, Global Co-Chair of the firm’s Business Restructuring and Reorganization Practice Group. "Her vast experience in large complex restructurings specifically and in the distressed finance space more generally will allow her to contribute immediately to our practice. Adding someone of AnnElyse’s caliber will help ensure that we continue to have the bandwidth necessary to handle the growing demand we are seeing as a result of the uncertain economic forecast facing a number of business sectors today." "I am delighted to begin the next chapter of my career at Gibson Dunn," said Gains. "The firm's strong restructuring and reorganization practice has a market-leading reputation, which will serve as an excellent platform as I continue to grow my practice, but the real draw was the firm’s truly collaborative culture. I look forward to working closely with my new colleagues as we help our clients achieve their business objectives." About AnnElyse Scarlett Gains Ms. Gains focuses on representing businesses in corporate restructurings, distressed financing, liability management transactions, recapitalizations, and other special situation transactions in acquisitions, out-of-court restructurings, and Chapter 11 cases. She advises boards of directors, board committees, and senior management on a range of issues, including fiduciary duties and corporate governance, as well as investors, purchasers, and other stakeholders evaluating strategic transactions with target companies facing actual and potential economic stress. Ms. Gains earned her law degree from the University of Illinois College of Law in 2013, where she served as Associate Editor of the Journal of Law, Technology & Policy and was recognized as a Harno Scholar and a Lincoln Scholar. After graduation, she served as a law clerk for Judge Peter J. Walsh in the United States Bankruptcy Court for the District of Delaware. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 7GC & CO HOLD-A VII US 230.8 219.4 -1.2 7GC & CO HOLDING VIIAU US 230.8 219.4 -1.2 ACCELERATE DIAGN AXDX* MM 58.7 -62.0 37.3 AEMETIS INC AMTX US 178.5 -122.7 -45.3 AEMETIS INC DW51 GR 178.5 -122.7 -45.3 AEMETIS INC AMTXGEUR EZ 178.5 -122.7 -45.3 AEMETIS INC AMTXGEUR EU 178.5 -122.7 -45.3 AEMETIS INC DW51 GZ 178.5 -122.7 -45.3 AEMETIS INC DW51 TH 178.5 -122.7 -45.3 AEMETIS INC DW51 QT 178.5 -122.7 -45.3 AERIE PHARMACEUT AERI US 385.3 -141.1 191.7 AERIE PHARMACEUT AERIEUR EU 385.3 -141.1 191.7 AERIE PHARMACEUT 0P0 GR 385.3 -141.1 191.7 AERIE PHARMACEUT 0P0 TH 385.3 -141.1 191.7 AERIE PHARMACEUT 0P0 QT 385.3 -141.1 191.7 AERIE PHARMACEUT 0P0 GZ 385.3 -141.1 191.7 AIR CANADA AC CN 29,754.0 -1,931.0 1,190.0 AIR CANADA ADH2 GR 29,754.0 -1,931.0 1,190.0 AIR CANADA ACEUR EU 29,754.0 -1,931.0 1,190.0 AIR CANADA ADH2 TH 29,754.0 -1,931.0 1,190.0 AIR CANADA ACDVF US 29,754.0 -1,931.0 1,190.0 AIR CANADA ADH2 QT 29,754.0 -1,931.0 1,190.0 AIR CANADA ADH2 GZ 29,754.0 -1,931.0 1,190.0 ALNYLAM PHAR-BDR A1LN34 BZ 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE ALNY US 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE DUL GR 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE DUL QT 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE ALNYEUR EU 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE DUL TH 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE DUL SW 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE ALNY* MM 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE DUL GZ 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE ALNYEUR EZ 3,535.3 -67.6 1,918.1 ALPINE SUMMIT EN ALPS/U CN 247.4 -15.8 -165.4 ALPINE SUMMIT EN ALPS US 247.4 -15.8 -165.4 ALTICE USA INC-A ATUS US 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A 15PA GR 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A 15PA TH 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A ATUSEUR EU 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A 15PA GZ 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A ATUS* MM 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A ATUS-RM RM 33,119.6 -474.6 -1,901.6 ALTIRA GP-CEDEAR MOC AR 33,953.0 -4,232.0 -4,077.0 ALTIRA GP-CEDEAR MOD AR 33,953.0 -4,232.0 -4,077.0 ALTIRA GP-CEDEAR MO AR 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC PHM7 GR 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO* MM 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO US 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO SW 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MOEUR EU 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO TE 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC PHM7 TH 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO CI 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC PHM7 QT 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MOUSD SW 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC PHM7 GZ 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC 0R31 LI 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC ALTR AV 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MOEUR EZ 33,953.0 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THERAPEU RTI TH 561.9 -2.6 183.7 REVANCE THERAPEU RTI GZ 561.9 -2.6 183.7 REVLON INC-A RVL1 TH 2,503.7 -2,348.2 220.4 REVLON INC-A REV* MM 2,503.7 -2,348.2 220.4 RIMINI STREET IN RMNI US 386.2 -76.5 -49.8 RIMINI STREET IN 0QH GR 386.2 -76.5 -49.8 RIMINI STREET IN RMNIEUR EU 386.2 -76.5 -49.8 RIMINI STREET IN 0QH QT 386.2 -76.5 -49.8 RITE AID CORP RAD US 8,367.1 -336.4 922.1 RITE AID CORP RTA1 GR 8,367.1 -336.4 922.1 RITE AID CORP RTA1 TH 8,367.1 -336.4 922.1 RITE AID CORP RTA1 QT 8,367.1 -336.4 922.1 RITE AID CORP RADEUR EU 8,367.1 -336.4 922.1 RITE AID CORP RTA1 GZ 8,367.1 -336.4 922.1 ROSE HILL ACQU-A ROSE US 147.5 -10.0 0.5 ROSE HILL ACQUIS ROSEU US 147.5 -10.0 0.5 SABRE CORP SABR US 5,019.6 -732.0 655.0 SABRE CORP 19S GR 5,019.6 -732.0 655.0 SABRE CORP 19S TH 5,019.6 -732.0 655.0 SABRE CORP 19S QT 5,019.6 -732.0 655.0 SABRE CORP SABREUR EU 5,019.6 -732.0 655.0 SABRE CORP SABREUR EZ 5,019.6 -732.0 655.0 SABRE CORP 19S GZ 5,019.6 -732.0 655.0 SATSUMA PHARMACE 1LV TH 75.0 -188.7 64.4 SBA COMM CORP 4SB GR 9,942.4 -5,324.2 -801.9 SBA COMM CORP SBAC US 9,942.4 -5,324.2 -801.9 SBA COMM CORP 4SB TH 9,942.4 -5,324.2 -801.9 SBA COMM CORP 4SB QT 9,942.4 -5,324.2 -801.9 SBA COMM CORP SBACEUR EU 9,942.4 -5,324.2 -801.9 SBA COMM CORP 4SB GZ 9,942.4 -5,324.2 -801.9 SBA COMM CORP SBAC* MM 9,942.4 -5,324.2 -801.9 SBA COMM CORP SBACEUR EZ 9,942.4 -5,324.2 -801.9 SBA COMMUN - BDR S1BA34 BZ 9,942.4 -5,324.2 -801.9 SEAGATE TECHNOLO S1TX34 BZ 8,611.0 -351.0 602.0 SEAGATE TECHNOLO STXN MM 8,611.0 -351.0 602.0 SEAGATE TECHNOLO STX US 8,611.0 -351.0 602.0 SEAGATE TECHNOLO 847 GR 8,611.0 -351.0 602.0 SEAGATE TECHNOLO 847 GZ 8,611.0 -351.0 602.0 SEAGATE TECHNOLO STX4EUR EU 8,611.0 -351.0 602.0 SEAGATE TECHNOLO 847 TH 8,611.0 -351.0 602.0 SEAGATE TECHNOLO STXH AV 8,611.0 -351.0 602.0 SEAGATE TECHNOLO 847 QT 8,611.0 -351.0 602.0 SEAGATE TECHNOLO STH TE 8,611.0 -351.0 602.0 SEAWORLD ENTERTA SEAS US 2,396.6 -401.5 -168.3 SEAWORLD ENTERTA W2L GR 2,396.6 -401.5 -168.3 SEAWORLD ENTERTA W2L TH 2,396.6 -401.5 -168.3 SEAWORLD ENTERTA SEASEUR EU 2,396.6 -401.5 -168.3 SEAWORLD ENTERTA W2L QT 2,396.6 -401.5 -168.3 SEAWORLD ENTERTA W2L GZ 2,396.6 -401.5 -168.3 SILVER SPIKE-A SPKC/U CN 128.3 -6.7 0.6 SIRIUS XM HO-BDR SRXM34 BZ 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN SIRI US 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN RDO TH 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN RDO GR 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN RDO QT 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN SIRIEUR EU 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN RDO GZ 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN SIRI AV 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN SIRIEUR EZ 10,059.0 -3,616.0 -1,719.0 SIX FLAGS ENTERT SIX US 2,713.8 -537.3 -377.1 SIX FLAGS ENTERT 6FE GR 2,713.8 -537.3 -377.1 SIX FLAGS ENTERT SIXEUR EU 2,713.8 -537.3 -377.1 SIX FLAGS ENTERT 6FE TH 2,713.8 -537.3 -377.1 SIX FLAGS ENTERT 6FE QT 2,713.8 -537.3 -377.1 SKYX PLATFORMS C SKYX US 29.4 15.4 21.8 SLEEP NUMBER COR SNBR US 940.8 -437.5 -725.6 SLEEP 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1,097.4 SPRAGUE RESOURCE SRLP US 1,334.3 -95.2 -519.7 SPRINGWORKS THER SWTX US 681.6 -495.8 307.1 SQUARESPACE IN-A SQSP US 994.3 -42.1 -74.5 SQUARESPACE IN-A 8DT GR 994.3 -42.1 -74.5 SQUARESPACE IN-A 8DT GZ 994.3 -42.1 -74.5 SQUARESPACE IN-A SQSPEUR EU 994.3 -42.1 -74.5 SQUARESPACE IN-A 8DT TH 994.3 -42.1 -74.5 SQUARESPACE IN-A 8DT QT 994.3 -42.1 -74.5 STARBUCKS CORP SBUX US 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX* MM 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SRB TH 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SRB GR 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX CI 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX SW 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SRB QT 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX PE 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUXUSD SW 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SRB GZ 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX AV 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX TE 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUXEUR EU 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX IM 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUXEUR EZ 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP 0QZH LI 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX-RM RM 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUXCL CI 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX_KZ KZ 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SRBD BQ 27,978.4 -8,698.7 -2,133.1 STARBUCKS-BDR SBUB34 BZ 27,978.4 -8,698.7 -2,133.1 STARBUCKS-CEDEAR SBUX AR 27,978.4 -8,698.7 -2,133.1 STARBUCKS-CEDEAR SBUXD AR 27,978.4 -8,698.7 -2,133.1 STONEMOR INC STON US 1,798.0 -174.7 106.4 STONEMOR INC 3V8 GR 1,798.0 -174.7 106.4 STONEMOR INC STONEUR EU 1,798.0 -174.7 106.4 SYMBOTIC INC SYM US 612.8 73.1 146.1 TELA BIO INC TELA US 51.3 -1.5 33.7 TEMPUR SEALY INT TPD GR 4,351.7 -143.3 198.5 TEMPUR SEALY INT TPX US 4,351.7 -143.3 198.5 TEMPUR SEALY INT TPXEUR EU 4,351.7 -143.3 198.5 TEMPUR SEALY INT TPD TH 4,351.7 -143.3 198.5 TEMPUR SEALY INT TPD GZ 4,351.7 -143.3 198.5 TEMPUR SEALY INT T2PX34 BZ 4,351.7 -143.3 198.5 TEMPUR SEALY INT TPX-RM RM 4,351.7 -143.3 198.5 TENNECO INC-A TNN GR 10,952.0 -208.0 -559.0 TENNECO INC-A TEN US 10,952.0 -208.0 -559.0 TENNECO INC-A TEN1EUR EU 10,952.0 -208.0 -559.0 TENNECO INC-A TNN TH 10,952.0 -208.0 -559.0 TENNECO INC-A TNN GZ 10,952.0 -208.0 -559.0 TORRID HOLDINGS CURV US 556.6 -238.7 -56.4 TRANSDIGM - BDR T1DG34 BZ 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP T7D GR 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP TDG US 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP T7D QT 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP TDGEUR EU 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP T7D TH 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP TDG* MM 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP TDGEUR EZ 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP TDG-RM RM 18,819.0 -2,968.0 4,964.0 TRAVEL + LEISURE WD5A GR 6,380.0 -903.0 513.0 TRAVEL + LEISURE TNL US 6,380.0 -903.0 513.0 TRAVEL + LEISURE WD5A TH 6,380.0 -903.0 513.0 TRAVEL + LEISURE WD5A QT 6,380.0 -903.0 513.0 TRAVEL + LEISURE WYNEUR EU 6,380.0 -903.0 513.0 TRAVEL + LEISURE 0M1K LI 6,380.0 -903.0 513.0 TRAVEL + LEISURE WD5A GZ 6,380.0 -903.0 513.0 TRAVEL + LEISURE TNL* MM 6,380.0 -903.0 513.0 TRIUMPH GROUP TG7 GR 1,667.5 -805.3 341.5 TRIUMPH GROUP TGI US 1,667.5 -805.3 341.5 TRIUMPH GROUP TGIEUR EU 1,667.5 -805.3 341.5 TRIUMPH GROUP TG7 TH 1,667.5 -805.3 341.5 TRIUMPH GROUP TG7 GZ 1,667.5 -805.3 341.5 TUPPERWARE BRAND TUP US 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP GR 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP QT 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP GZ 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP TH 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP1EUR EU 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP1EUR EZ 1,053.6 -175.4 108.1 UBIQUITI INC 3UB GR 844.7 -382.9 310.6 UBIQUITI INC UI US 844.7 -382.9 310.6 UBIQUITI INC UBNTEUR EU 844.7 -382.9 310.6 UBIQUITI INC 3UB TH 844.7 -382.9 310.6 UNISYS CORP UISEUR EU 2,154.4 -98.5 308.3 UNISYS CORP UIS US 2,154.4 -98.5 308.3 UNISYS CORP UIS SW 2,154.4 -98.5 308.3 UNISYS CORP USY1 TH 2,154.4 -98.5 308.3 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VERISIGN INC VRS GZ 1,744.4 -1,542.4 -46.6 VERISIGN INC VRSN* MM 1,744.4 -1,542.4 -46.6 VERISIGN INC VRSNEUR EZ 1,744.4 -1,542.4 -46.6 VERISIGN INC VRSN-RM RM 1,744.4 -1,542.4 -46.6 VERISIGN INC-BDR VRSN34 BZ 1,744.4 -1,542.4 -46.6 VERISIGN-CEDEAR VRSN AR 1,744.4 -1,542.4 -46.6 VIVINT SMART HOM VVNT US 2,908.3 -1,715.6 -482.5 W&T OFFSHORE INC WTI US 1,439.8 -124.4 164.2 W&T OFFSHORE INC UWV GR 1,439.8 -124.4 164.2 W&T OFFSHORE INC WTI1EUR EU 1,439.8 -124.4 164.2 W&T OFFSHORE INC UWV TH 1,439.8 -124.4 164.2 W&T OFFSHORE INC UWV GZ 1,439.8 -124.4 164.2 WAYFAIR INC- A W US 3,653.0 -2,378.0 43.0 WAYFAIR INC- A 1WF GR 3,653.0 -2,378.0 43.0 WAYFAIR INC- A 1WF TH 3,653.0 -2,378.0 43.0 WAYFAIR INC- A WEUR EU 3,653.0 -2,378.0 43.0 WAYFAIR INC- A 1WF QT 3,653.0 -2,378.0 43.0 WAYFAIR INC- A WEUR EZ 3,653.0 -2,378.0 43.0 WAYFAIR INC- A 1WF GZ 3,653.0 -2,378.0 43.0 WAYFAIR INC- A W* MM 3,653.0 -2,378.0 43.0 WEBER INC - A WEBR US 1,721.7 -243.0 228.7 WEWORK INC-CL A WE* MM 19,638.0 -2,317.0 -889.0 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11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYNNEUR EZ 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYNN-RM RM 11,788.5 -1,374.3 753.9 YELLOW CORP YELL US 2,503.9 -324.1 255.7 YELLOW CORP YEL GR 2,503.9 -324.1 255.7 YELLOW CORP YEL1 TH 2,503.9 -324.1 255.7 YELLOW CORP YEL QT 2,503.9 -324.1 255.7 YELLOW CORP YRCWEUR EU 2,503.9 -324.1 255.7 YELLOW CORP YRCWEUR EZ 2,503.9 -324.1 255.7 YELLOW CORP YEL GZ 2,503.9 -324.1 255.7 YUM! BRANDS -BDR YUMR34 BZ 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUM US 5,779.0 -8,542.0 351.0 YUM! BRANDS INC TGR GR 5,779.0 -8,542.0 351.0 YUM! BRANDS INC TGR TH 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUMEUR EU 5,779.0 -8,542.0 351.0 YUM! BRANDS INC TGR QT 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUM SW 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUMUSD SW 5,779.0 -8,542.0 351.0 YUM! BRANDS INC TGR GZ 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUM* MM 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUM AV 5,779.0 -8,542.0 351.0 YUM! BRANDS INC TGR TE 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUMEUR EZ 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUM-RM RM 5,779.0 -8,542.0 351.0 ********* 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 ***