/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/221206.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, December 6, 2022, Vol. 26, No. 339 Headlines 2 MONKEY: Court OKs Cash Collateral Access Thru Dec 15 3I AVI: Sale of 2020 Chevy Silverado for $1 Plus Lien Payment OK'd 575 BOULEVARD: Case Summary & Nine Unsecured Creditors A T MABRY: Seeks to Hire Zwerdling as Legal Counsel ACER THERAPEUTICS: Remains Non-Compliant With Nasdaq Listing Rule ACETO CORP: Permitted to Present Audit Packages as Evidence ACETO CORP: Sigmapharm's Bid for Spoliation Sanctions Denied AGWAY FARM: Exclusivity Period Extended to Jan. 31 ALL AROUND TOWING: Unsecureds Will Get 5 Cents on Dollar in Plan ALTICE USA: S&P Downgrades ICR to 'B+', Outlook Negative AMERICAN AXLE: S&P Rates New $650MM Sr. Secured Term Loan B 'BB+' ANDERSON UNIVERSITY: Fitch Affirms IDR at 'B-', Off Watch Negative APOLLO ENDOSURGERY: To be Acquired by Boston Scientific ARCHDIOCESE OF NEW ORLEANS: $10-Mil. Ch.11 Real Estate Sales Okayed ARRAY TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms 'B' ICR AUTO MONEY: Case Summary & 20 Largest Unsecured Creditors AUTO MONEY: Seeks Cash Collateral Access BERNARD L. MADOFF: Access Defendants' Bid to Dismiss Case Denied BERNARD L. MADOFF: Credit Suisse AG's Bid to Dismiss Case Denied BERNARD L. MADOFF: Koch Industries Move to Dismiss Case Denied BLACK DIAMOND: Seeks to Tap The Arriaga Group as Real Estate Broker BUFFALO STATION: Voluntary Chapter 11 Case Summary CAREPARTH HEALTHCARE: $678K Sale of Frankston Asset to Duval OK'd CAREPARTH HEALTHCARE: $678K Sale of Frankston Property Approved CARIBBEAN BANANA: Plan Deadline Extended to Jan. 30 CC HILLCREST: Court OKs Interim OK to Access Cash Collateral CITE LLC: HRE Sells Lake Point Tower Penthouse Restaurant CLAREHOUSE LIVING: No Decline in Patient Care, 5th PCO Report Says CNBX PHARMACEUTICALS: Incurs $3.7M Net Loss in FY Ended Aug. 31 COHERENT CORP: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable CONFLUENT HEALTH: Moody's Alters Outlook on 'B3' CFR to Stable CORE SCIENTIFIC: Posts $1.7 Billion Loss in 9 Months of 2022 COVE RUN: Gets OK to Hire Lorie Smith Meadows as Accountant CUREPOINT LLC: Court OKs Interim Cash Collateral Access CUSTOM ALLOY: $934,000 Loan for Equipment Purchase Has Final OK CVR ENERGY: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable DA LUGO INVESTMENT: Unsecured Creditors to Split $400K in 5 Years DATG PIZZERIA: Wins Cash Collateral Access Thru Dec 14 DEXTER GROUP: Commences Subchapter V Case DIEBOLD NIXDORF: Amends Transaction Support Agreement With Lenders DIEBOLD NIXDORF: Commences Exchange Offer for 8.50% Notes Due 2024 DIEBOLD NIXDORF: Commences Exchange Offers for Sr. Notes Due 2025 DYNAMETAL TECHNOLOGIES: $110K Sale of Equipment to Metco Approved DYNAMETAL TECHNOLOGIES: $427K Sale of Personal Property Approved ECOARK HOLDINGS: Amends Series A Certificate of Designations ECTOR COUNTY: Unsecureds Owed $63M to Get 100% in Wind-Down Plan EMERALD GRANDE: Case Summary & Three Unsecured Creditors GANDYDANCER LLC: Seeks to Hire Additional Jennings Associates GENESIS GLOBAL: Warns of Bankruptcy If It Fails to Raise Cash GLORIA HERNDON: G.B. Properties Buying Rockville Property for $1.2M GRAHAM ENT LLC: SARE Files for Chapter 11 Bankruptcy GREGORY P. RUSSELL: $200K Sale of Tallahassee Property Approved HANJRA TRUCKING: Seeks to Hire BLG CFO as Accountant HEMISPHERE MEDIA: S&P Rates $335MM Senior Secured Term Loan A 'B' HIGH LINER: S&P Alters Outlook to Positive, Affirms 'B' ICR HUSTLE WORKSHOP: Seeks to Hire Nathaniel J. Thompson as Counsel IAZ LAND: Sets Bidding Procedures for Substantially All Assets INNOVATE CORP: Unit Extends Maturity of $52.2M Notes to Dec. 30 ISF PROPERTIES: Seeks Chapter 11 Bankruptcy Protection IVS COMM: Case Summary & Five Unsecured Creditors JAMES WHITBY: Ronald Altamirano Buying Miami Property for $650K JEFFREY CATES: Asks Approval of Easement Agreement With CenturyLink JEFFREY CATES: Sells Ranch Drive Property to Oppidan for $3.4-Mil. JET OILFIELD: Taps Postlethwaite & Netterville as Accountant JORDAN RESTAURANT: Jan. 9, 2023 Plan Confirmation Hearing Set JUST ENERGY: Texas Bankruptcy Court Enters Recognition Order KALBARRI AUSTRALIA: Taps Memphis Commercial as Real Estate Broker KENSINGTON REALTY: Seeks to Hire Bronster LLP as Legal Counsel LEGACY POOLS: Sale of Mini-Excavator to Zigmund Builders Granted LIVEWELL ASSISTED: Wins Cash Collateral Access Thru Dec 31 M'PROVED METAL: Seeks to Hire Sheehan & Ramsey as Legal Counsel MADISON SQUARE: Committee Taps Dundon as Co-Financial Advisor MADISON SQUARE: Panel Taps Island Capital as Co-Financial Advisor MARKAM TRANSPORT: Selling Equipment Through TruckPaper.com MARY A II: Jan. 9, 2023 Plan Confirmation Hearing Set MAXUS ENERGY: Trust Can't Compel Repsol to Produce Privileged Docs MESOBLAST LIMITED: Incurs US$16.9 Million Loss in First Quarter MICHAEL MCCORD: Mizrahi Buys Columbus Real Estate for $2.2-Mil. MKS REAL ESTATE: May Access $5,787 in Cash Collateral MONTANA TUNNELS: Voluntary Chapter 11 Case Summary NATIVE ENGINEERS: Taps Mark D Bohnet as Accountant NEWAGE INC: $4.5M Sale of NABC Entities' Business Assets Approved NORTH AMERICAN: Honeywell Pays $1.3-Bil. to End Asbestos Claims NORWICH DIOCESAN: Gets Sixth Extension of Plan Deadline OLYMPIA SPORTS: Wins Interim Cash Collateral Access PARADISE REDEVELOPMENT: S&P Lowers 2009 Bonds LT Rating to 'CC' PAUL KENSLEY GABRIEL: Selling Farm & Ranch Equipment, Free of Liens PERA DENTAL: Unsecured Creditors Will Get 10% of Claims in 3 Years PIZZA STAR: Court Okays Appointment of Chapter 11 Trustee PREHIRED LLC: Seeks to Hire Pashman as Delaware Counsel PREMIER 82: Voluntary Chapter 11 Case Summary PROPERTY HOLDERS: Files for Chapter 11 to Stop Sheriff's Sale QHC FACILITIES: Webb Trust Buying Discontinued Properties for $2MM REGIONAL HOUSING: No Decline in Patient Care at Columbus Facility REGIONAL HOUSING: No Decline in Patient Care at Gainesville REGIONAL HOUSING: No Decline in Patient Care at Gardens of Rome REGIONAL HOUSING: No Decline in Patient Care at Gardens of Savannah REGIONAL HOUSING: No Decline in Patient Care at Landings of Douglas REGIONAL HOUSING: No Decline in Patient Care at Social Circle REMINGTON STATION: Voluntary Chapter 11 Case Summary REVERSE MORTGAGE: Dec. 9 Deadline Set for Panel Questionnaires RICH'S DELICATESSEN: Court OK's Interim Cash Collateral Access RICH'S FOOD: 2 Groceries Start Subchapter V Proceedings ROYALE ENERGY: Expands Oil Development in North Jameson Field SAN LUIS & RIO: Judge Approves Soloviev Group Acquisition SAS AB: Gets More Time for Bankruptcy Plan SAVANNAH CAPITAL: HI Resorts Buying Deed of Trust for $1.2 Million SBA COMMUNICATIONS: S&P Upgrades ICR to 'BB+', Outlook Stable SC BEACH PARTNERSHIP: Files for Chapter 11 to Sell Condo Units SCUNGIO BORST: Exclusivity Period Extended to Jan. 5 SITEK PRODUCTIONS: Unsecureds to Split $133K in Subchapter V Plan ST. THERESE HEALTHCARE: Taps of William D. Cope as Legal Counsel TARONIS FUELS: Sets Bid Procedures for Texas Retail Business Assets TERESITA AVILA ALBA: BAMA Offers $860K for Los Angeles Property THREE STAR: $10.5K Private Sale of 1997 M&W Trailer Approved TRAVEL + LEISURE: S&P Rates New Senior Secured Term Loan B 'BB-' TWITTER INC: S&P Withdraws 'B-' Long-Term Issuer Credit Rating VENTURA HEIGHTS: Voluntary Chapter 11 Case Summary VERNER D. NELSON: Sale of Excess Personal Property Approved VESTA HOLDINGS: $37.875MM DIP Loans Win Final OK VESTA HOLDINGS: Gets OK to Hire 'Ordinary Course' Professionals VESTA HOLDINGS: Gets OK to Hire Province LLC as Financial Advisor VESTA HOLDINGS: Gets OK to Hire Ropes & Gray as Bankruptcy Counsel VESTA HOLDINGS: Seeks to Hire Potter Anderson as Co-Counsel VESTA HOLDINGS: Taps Omni Agent Solutions as Administrative Agent VITAL PHARMACEUTICALS: Seeks Approval of Sale of Excess Vehicles VPH PHARMACY: Summary Disposition in FisherBroyles Suit Affirmed W L HOUSTONS: Twin Peak Buying Missouri City Property for $400K WC BRAKER: Trustee Taps Geary Porter & Donovan as Special Counsel WESTJET AIRLINES: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable WILDCAT MET: Case Summary & Three Unsecured Creditors WINC INC: Dec. 7 Deadline Set for Panel Questionnaires WINC INC: NYSE American to Commence Delisting Proceedings WINDSOR AT 82ND: Voluntary Chapter 11 Case Summary YENTA LLC: Case Summary & One Unsecured Creditor ZENTUARY GROUP: Amends Treatment of Class 1 & 2 Claims [*] Commercial Chapter 11 Bankruptcies Up 74% in November 2022 [*] Ervin Cohen Named to U.S. News 2023 "Best Law Firm" List [*] Goulston Attorneys Named to Boston Magazine's Top Lawyers List [^] Large Companies with Insolvent Balance Sheet ********* 2 MONKEY: Court OKs Cash Collateral Access Thru Dec 15 ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized 2 Monkey Trading, LLC to use cash collateral and to provide adequate protection to the Small Business Administration on an interim basis through December 15, 2022. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item (provided no amount will be disbursed for pre-petition sales tax, absent proper application and entry of an order by the Court); and (c) additional amounts as may be expressly approved in writing by the SBA, to the extent such Creditor has an interest in such cash collateral. The authorization will continue until the effective date of any confirmed plan of reorganization of the Debtor, or until further order of the Court. As adequate protection, the SBA will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as its respective prepetition liens, without the need to file or execute any document as may otherwise be required under applicable nonbankruptcy law. The Debtor will maintain all its insurances including liability and casualty insurance coverage in accordance with state law and its obligations under the agreements with its Creditors. As additional protection for the SBA's interest in the cash collateral, the Debtor will make regular monthly payments in the amount of $2,437 on the loan up to the effective date of any confirmed plan of reorganization of the Debtor. The monthly payments will be applied by SBA as provided for in its loan documents and agreements with the Debtor. A continued hearing on the matter is set for December 15, 2022 at 10 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3VUAzA6 from PacerMonitor.com. The Debtor projects $296,638 in total income and $274,036 in total expenses for December 2023. About 2 Monkey Trading, LLC 2 Monkey Trading, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04099) on November 17, 2022. In the petition signed by Douglas Ingalls, manager, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Tiffany P. Geyer oversees the case. Michael A. Nardella, Esq., at Nardella and Nardella, PLLC, is the Debtor's counsel. 3I AVI: Sale of 2020 Chevy Silverado for $1 Plus Lien Payment OK'd ------------------------------------------------------------------ Judge Kathy A. Surratt-States of the U.S. Bankruptcy Court for the Eastern District of Missouri authorized the private sale proposed by Stephen D. Coffin, Subchapter V Trustee for 3i AVI, LLC, doing business as Black Widow Imaging, of interest in 2020 Chevy Silverado, VIN 3GCUYEEL6LG306114, to Jason Hauk for: a. $1 plus b. the Buyer's agreement to (a) make all future payments due to Americredit Financial Services, Inc., doing business as GM Financial ("Secured Creditor"), and (b) indemnify and hold harmless the Debtor and its bankruptcy estate from any claims that may thereafter be asserted by the Secured Creditor with respect to the indebtedness secured by the Vehicle and guaranteed by the Buyer. About 3i AVI LLC 3i AVC LLC -- https://blackwidowimaging.com/ -- doing business as Black Widow Imaging, is an Internet software and services provider in Wentzville, Mo. 3i AVI, LLC filed for Chapter 11 protection (Bankr. E.D. Mo. Case No. 22-41053) on April 12, 2022. In the petition signed by Jason Hauk, managing member, the Debtor disclosed $61,420,000 in total assets and $159,339 in total liabilities. Judge Kathy A. Surratt-States oversees the case. David M. Dare, Esq., at Herren, Dare & Streett and Stinson, LLP serve as the Debtor's bankruptcy counsel and special patent counsel, respectively. 575 BOULEVARD: Case Summary & Nine Unsecured Creditors ------------------------------------------------------ Debtor: 575 Boulevard, LLC 103 N Bartow St Nashville, GA 31639 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 5, 2022 Court: United States Bankruptcy Court Middle District of Georgia Case No.: 22-71057 Debtor's Counsel: G. Daniel Taylor, Esq. STONE & BAXTER, LLP 577 Third Street Macon, GA 31201 Tel: 478-750-9898 Fax: 478-750-9899 Email: dtaylor@stoneandbaxter.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Jeffrey L. Wilson as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZDMTVGI/575_Boulevard_LLC__gambke-22-71057__0001.0.pdf?mcid=tGE4TAMA A T MABRY: Seeks to Hire Zwerdling as Legal Counsel --------------------------------------------------- A T Mabry, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Zwerdling, Oppleman, Adams & Gayle as its legal counsel. The firm's services include: a. assisting the Debtor in the preparation of schedules, statements of affairs, and any periodic financial reports required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, Local Rules, the Guidelines of the United States Trustee or orders of the court; b. assisting the Debtor in its consultations with creditors; c. preparing pleadings and applications and conducting examinations incidental to the administration of the estate; d. developing the relationship of the Debtor to creditors and other interested parties; e. representing the Debtor in contested matters and adversary proceedings before the bankruptcy court and in civil actions that may be pending in other courts; f. advising the Debtor of its rights, duties and obligations under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, local rules, orders of the court and the Guidelines of the United States Trustee; g. assisting the Debtor in the formulation of a Chapter 11 plan; and h. assisting the Debtor in collecting and filing with the court acceptances or rejections of a plan. The firm received a retainer in the amount of $5,000. As disclosed in court filings, Zwerdling neither holds nor represents any interest adverse to the Debtor in the matters upon which the firm is to be employed The firm can be reached through: Brett Alexander Zwerdling, Esq. Zwerdling, Oppleman, Adams & Gayle 5020 Monument Avenue Richmond, VA 23230 Phone: (804) 355-5719 Fax (804) 355-1597 Email: bzwerdling@zandolaw.com About A T Mabry Inc. A T Mabry, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 22-33248) on Nov. 14, 2022, with $100,001 to $500,000 in both assets and liabilities. Brett Alexander Zwerdling, Esq., at Zwerdling, Oppleman & Adams represents the Debtor as counsel. ACER THERAPEUTICS: Remains Non-Compliant With Nasdaq Listing Rule ----------------------------------------------------------------- Acer Therapeutics Inc. said it was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC on Nov. 29, 2022, that, based upon the Company's continued non-compliance with Nasdaq Listing Rule 5550(b)(2), which requires maintenance of a minimum market value of listed securities of $35 million, the Company's securities were subject to delisting unless the Company timely requested a hearing before the Nasdaq Hearings Panel. The Company plans to timely request a hearing before the Panel, which request will stay any further delisting action by the Staff at least pending completion of the Company's hearing before the Panel and the expiration of any extension period that may be granted by the Panel to the Company following the hearing. In accordance with the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension not to exceed 180 calendar days from the date of the Staff's delisting notice, or through May 29, 2023. As previously disclosed by the Company via Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2022, Nasdaq previously provided the Company with a 180-calendar day period to regain compliance with the MVLS Requirement, which expired on Nov. 28, 2022. About Acer Therapeutics Acer Therapeutics Inc. -- http://www.acertx.com-- is a pharmaceutical company focused on the acquisition, development and commercialization of therapies for serious rare and life-threatening diseases with significant unmet medical needs. Acer's pipeline includes four investigational programs: ACER-001 (sodium phenylbutyrate) for treatment of various inborn errors of metabolism, including urea cycle disorders (UCDs) and Maple Syrup Urine Disease (MSUD); ACER-801 (osanetant) for treatment of induced Vasomotor Symptoms (iVMS); EDSIVO (celiprolol) for treatment of vascular Ehlers-Danlos syndrome (vEDS) in patients with a confirmed type III collagen (COL3A1) mutation; and ACER-2820 (emetine), a host-directed therapy against a variety of viruses, including cytomegalovirus, zika, dengue, ebola and COVID-19. Acer Therapeutics reported a net loss of $15.37 million for the year ended Dec. 31, 2021, compared to a net loss of $22.89 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $15.32 million in total assets, $27.53 million in total liabilities, and a total stockholders' deficit of $12.21 million. Boston, MA-based BDO USA, LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 2, 2022, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ACETO CORP: Permitted to Present Audit Packages as Evidence ----------------------------------------------------------- In the adversary case styled KAVOD PHARMACEUTICALS LLC (f/k/a RISING PHARMACEUTICALS, LLC, f/k/a RISING PHARMACEUTICALS, INC.) and TRI HARBOR HOLDINGS CORPORATION (f/k/a ACETO CORPORATION), Plaintiffs, v. SIGMAPHARM LABORATORIES, LLC, Defendant, Adv. Pro. No. 19-2053 (VFP), (Bankr. D.N.J.), Bankruptcy Judge Vincent F. Papalia denies Sigmapharm Laboratories, LLC’s motion to preclude use of the Plaintiffs' audit packages as evidence. Sigmapharm asks the Court to preclude the Plaintiffs Kavod Pharmaceuticals LLC, f/k/a Rising Pharmaceuticals, LLC f/k/a Rising Pharmaceuticals, Inc., and Tri Harbor Holdings Corp., f/k/a Aceto Corporation from admitting at trial certain "audit packages," which Sigmapharm claims contain multiple layers of hearsay and are not admissible under the business records exception or as a summary to prove content. The two primary audit packages at issue are the one generated by the Plaintiffs on Jan. 21, 2019 for the arbitration that was compelled by the District Court in Sigmapharm Labs., LLC v. Rising Pharmaceuticals, Inc., U.S. District Court, Eastern District of Pennsylvania, Dkt. No. 2:18-cv-1238, and a second audit package that was updated by the Plaintiffs to, among other things, include additional transactions over a longer time period and produced on May 15, 2020 in connection with the instant adversary proceeding. Sigmapharm complains that, while Alvarez & Marsal (the financial firm of which Plaintiffs' forensic expert, Ms. Laureen M. Ryan) worked to generate the May 15, 2020 Audit Package, Ms. Ryan discovered a $1.9 million error in Plaintiffs' favor on or about Aug. 4, 2021. Sigmapharm alleges that the Plaintiffs' Counsel did not disclose said error until Feb, 28, 2022, when Sigmapharm pressed him for it. Sigmapharm also argues that the Dec. 18, 2020 deposition testimony of Rising's Eugene Hughes (Senior Vice President of Finance for Rising Pharmaceuticals, Inc.) indicates that the Plaintiffs increased their accounting for costs of goods sold from their prelitigation practices to their post-litigation records by $1.17 million (26.65%) to the detriment of each party's profit share. Sigmapharm also draws in both the March 11, 2022 deposition testimony of Ms. Ryan and the June 16, 2022 Affidavit of Gregory Cowhey (Sigmapharm's forensic expert) for the propositions that the Plaintiffs have not produced third-party documentary support for their accounting entries and that Ms. Ryan did not seek such documentary support or rely on it. In their objection, the Plaintiffs argue that (i) this Motion represents Sigmapharm's third attempt to exclude the Audit Packages and that the Oct. 5, 2021 Opinion clearly deferred that decision to trial; (ii) Mr. Hughes stated in his May 5, 2021 Declaration that he knew how his team prepared the audit package and was responsible for preparing the audit package for April 1, 2016 through Dec. 31, 2018 (produced on Jan. 21, 2019), ultimately updated through April 30, 2020 (produced on May 15, 2020); and (iii) that Sigmapharm agreed to the sampling procedure for testing of the Audit Package under a June 10, 2020 Rising Pharmaceuticals, Inc. Audit Testing Summary and cannot renege on its agreement to accept that procedure and the Court indicated at the April 22, 2021 hearing on multiple discovery requests that Sigmapharm's request for backup documentation as to all 400,000 transactions that the Plaintiffs assert occurred during the relevant time period was at that point improper as the Parties agreed to an audit protocol that was limited to approximately 400 transactions. The Court believes that it can assess the merits of these arguments only at trial -- after having reviewed the proffered documents competently identified, the related testimony and the forensic reports of the Parties' representatives and experts tested against their trial testimony. The Court finds that Sigmapharm's overarching assertion that the Plaintiffs failed to comply with the Audit Provisions of the Agreement and, more specifically, failed to provide the underlying support for the Audit Packages and other damages calculations. Thus, the Court maintains that it will be able to assess the evidentiary competence and weight of the Audit Packages only after they have been tested at trial through the forensic reports and testimony of the Parties' representatives and experts and any other admissible evidence. The Court finds that the reliability of (a) the underlying source data; (b) the relationship between the Audit Packages and the underlying data; (c) the exploration of whether the Audit Packages contain interpretations, argument or conclusions that would disqualify them for admission under Fed. R. Evid. 1006; and (d) the Plaintiffs' return to the argument that the Audit Packages in summary and "raw" form are business records under Fed. R. Evid. 803(6) -- all require further testimony and other evidence -- which would have to be decided at trial. Accordingly, the Court denies Sigmpharm's Motion in limine to exclude the Audit Packages as evidence, subject however to Sigmapharm's right to seek to exclude the Audit Packages during trial. The Court concludes that the vigorously and directly disputed nature of the submissions as to substance and admissibility, the highly technical nature of the submissions and their direct relationship to the issues at the heart of this case will all be decided at trial. A full-text copy of the Memorandum Opinion dated Nov. 22, 2022, is available at https://tinyurl.com/2pgkk4nq from Leagle.com. About Aceto Corporation ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused on the global marketing, sale and distribution of Human Health products (finished dosage form generics and nutraceutical products), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). With business operations in nine countries, ACETO distributes over 1,100 chemical compounds used principally as finished products or raw materials in the pharmaceutical, nutraceutical, agricultural, coatings, and industrial chemical industries. ACETO's global operations, including a staff of 25 in China and 12 in India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities. Aceto Corporation and eight affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 19-13448) on Feb. 19, 2019. ACETO disclosed assets of $753,159,000 and liabilities of $702,848,000 as of Dec. 31, 2018. The Hon. Vincent F. Papalia is the case judge. The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons & Simmons as foreign counsel; PJT Partners LP as an investment banker and financial advisor; AP Services LLC as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee, on Feb. 28, 2019, appointed five members to the official committee of unsecured creditors. Counsel for the Committee is Stroock & Stroock & Lavan LLP and Porzio, Bromberg & Newman, P.C. Houlihan Lokey Capital, Inc., is the Committee's investment banker. GlassRatner Advisory & Capital Group, LLC, as its financial advisor. ACETO CORP: Sigmapharm's Bid for Spoliation Sanctions Denied ------------------------------------------------------------ Bankruptcy Judge Vincent F. Papalia of the District of New Jersey denies without prejudice Defendant Sigmapharm Laboratories, LLC's Motion for Sanctions for Spoliation of Evidence, pending the results of an evidentiary hearing that will be combined with the trial of the adversary proceeding titled KAVOD PHARMACEUTICALS LLC (f/k/a RISING PHARMACEUTICALS, LLC, f/k/a RISING PHARMACEUTICALS, INC.) and TRI HARBOR HOLDINGS CORPORATION (f/k/a ACETO CORPORATION), Plaintiffs, v. SIGMAPHARM LABORATORIES, LLC, Defendant, Adv. Pro. No. 19-2053 (VFP), (Bankr. D.N.J.). The dispute between the parties arises from a June 22, 2006 Master Product Development and Collaboration Agreement for producing, marketing and sharing profits from the sale of pharmaceuticals. Other details concerning the Agreement and the relationship between the Parties are included in the Court's Oct. 5, 2021 Opinion that granted in part and denied in part the Parties' separate motions for summary judgment. Among the claims that the Oct. 5, 2021 Opinion left for trial are those included in Sigmapharm's Third Counterclaim -- which sought: (i) to compel the Plaintiffs to make their books and records available for Sigmapharm's inspection; and (ii) to complete an audit of the parties' profit-sharing under the Agreement and as compelled by certain Court Orders. Sigmapharm's brief seeks damages in "the full amount of $4 million of available funds for Sigmapharm's Proofs of Claims and its Counterclaims" -- this figure refers to the aggregate $4 million reserve created under the Parties' Stipulation And Consent Order entered on Dec. 12, 2021 in the main bankruptcy case. In its Motion, Sigmapharm alleges that the Plaintiffs Kavod Pharmaceuticals LLC, f/k/a Rising Pharmaceuticals, LLC f/k/a Rising Pharmaceuticals, Inc. and Tri Harbor Holdings Corp., f/k/a Aceto Corporation have not produced, for a period of seven years, adequate, neutral and/or third-party proofs of various expenses and deductions that reduced the Parties' shared net profits under the Agreement. Sigmapharm's first demand for the Plaintiffs to comply with the Audit Requirements was made in late 2015 -- until the present. Sigmapharm also alleges that the Plaintiffs' failure or inability to produce these records violates: (i) the Oct. 26, 2018 Order issued by the District Court in the Eastern District of Pennsylvania compelling the Plaintiffs to preserve records; (ii) the June 7, 2021 Order issued by this Court enforcing the Audit Requirements of the Agreement; and (iii) the duty to preserve documents and information relating to pending or reasonably foreseeable litigation. In support of its claims, Sigmapharm also relies on the Dec. 18, 2020 deposition testimony of Eugene Hughes Sr. -- who served as Vice President of Finance for Rising Pharmaceuticals, Inc. from June 12, 2017 to April 19, 2019 -- and who described the type of documents that he deemed necessary to support the expenses and deductions that Sigmapharm questioned. Sigmapharm also complains that the Plaintiffs have refused to provide any backup documents for requested transactions that occurred after the Debtors/Plaintiffs sold to Shore Suven Pharma, Inc. on April 19, 2019 the pharmaceutical business that the Plaintiffs had operated with Sigmapharm. In addition, Sigmapharm asserts that the Plaintiffs destroyed or have withheld certain documents that they were required to maintain and produce under the audit and related provisions of the Parties' June 22, 2006 Master Product Development and Collaboration Agreement. As a sanction for spoliation, Sigmapharm ultimately seeks (i) judgment; (ii) an adverse inference; or, if the Court can grant neither (iii) an evidentiary hearing before the Court takes further action in the adversary proceeding. On the other hand, the Plaintiffs raise the closing of the Shore Suven sale as the basis for not producing supporting documents after April 19, 2019 on the grounds that the Plaintiffs transferred their liabilities to customers under the Agreement to Shore Suven, and that they are not seeking as damages those post-closing liabilities. In their response, the Plaintiffs also assert that they kept copies of all Sigmapharm-related records that could reasonably be duplicated and contracted with Shore Suven for continued access to everything else related to Sigmapharm. The Court denies Sigmapharm's motion because it overlaps in substantial part -- if not entirely -- with the essence of Sigmapharm's affirmative claims for damages arising from the Plaintiffs' alleged breach of the Audit Requirements of the Agreement and the Plaintiffs' defenses to those claims. The Court finds that Sigmapharm's motion seeks to add new theories of claims and damages – spoliation -- to its existing claims based on the same or very similar underlying allegations. In addition, the Court will require testimony and/or other evidence that would satisfy that heavy burden to find -- by clear and convincing evidence -- that the Plaintiffs acted in bad faith and/or with a reckless disregard for their obligations to preserve documents and other evidence. These issues are heightened by the significant sanctions that Sigmapharm asks of the Court to impose -- ranging from outright dismissal of the Plaintiffs' affirmative claims and judgment in favor of Sigmapharm for $4 million -- to adverse inferences. Relatedly, the Court would have to determine whether the alleged failure to satisfy the Audit Requirements of the Agreement could lead to more or different damages than would be allowed in a typical breach of contract case. Accordingly, the Court denies Sigmapharm's motion without prejudice and subject to an evidentiary hearing to be combined with the trial. A full-text copy of the Memorandum Opinion dated Nov. 22, 2022, 2022, is available at https://tinyurl.com/4f676xau from Leagle.com. About Aceto Corporation ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused on the global marketing, sale and distribution of Human Health products (finished dosage form generics and nutraceutical products), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). With business operations in nine countries, ACETO distributes over 1,100 chemical compounds used principally as finished products or raw materials in the pharmaceutical, nutraceutical, agricultural, coatings, and industrial chemical industries. ACETO's global operations, including a staff of 25 in China and 12 in India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities. Aceto Corporation and eight affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 19-13448) on Feb. 19, 2019. ACETO disclosed assets of $753,159,000 and liabilities of $702,848,000 as of Dec. 31, 2018. The Hon. Vincent F. Papalia is the case judge. The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons & Simmons as foreign counsel; PJT Partners LP as an investment banker and financial advisor; AP Services LLC as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee, on Feb. 28, 2019, appointed five members to the official committee of unsecured creditors. Counsel for the Committee is Stroock & Stroock & Lavan LLP and Porzio, Bromberg & Newman, P.C. Houlihan Lokey Capital, Inc., is the Committee's investment banker. GlassRatner Advisory & Capital Group, LLC, as its financial advisor. AGWAY FARM: Exclusivity Period Extended to Jan. 31 -------------------------------------------------- Agway Farm & Home Supply, LLC obtained a court order extending its exclusive right to file a Chapter 11 plan to Jan. 31, 2023, and solicit votes on that plan to April 1, 2023. The ruling by Judge J. Kate Stickles of the U.S. Bankruptcy Court for the District of Delaware allows the company to pursue a bankruptcy plan without the threat of a competing plan from creditors. Agway will use the extension to negotiate with the official unsecured creditors' committee regarding the terms of a liquidating plan that they will file jointly. About Agway Farm & Home Supply Agway Farm & Home Supply LLC -- https://www.agway.com/ -- is a one-stop shop for lawn, garden, bird, pet and farm products. It is based in Richmond, Va. Agway Farm & Home Supply sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10602) on July 6, 2022, listing $10 million to $50 million in both assets and liabilities. Jay Quickel, president and chief executive officer of Agway Farm & Home Supply, signed the petition. Judge J. Kate Stickles oversees the case. The Debtor tapped Shulman Bastian Friedman & Bui, LLP as lead bankruptcy counsel; Morris James, LLP as local Delaware counsel; Wilson Elser Moskowitz Edelman & Dicker LLP as special litigation counsel; and Focus Management Group USA, Inc. as financial advisor. Stretto, Inc. is the claims and noticing agent and administrative advisor. The official committee of unsecured creditors appointed in the case selected Pachulski Stang Ziehl & Jones as legal counsel; FTI Consulting, Inc. as financial advisor; and Hilco IP Services, LLC as intellectual property marketing agent. ALL AROUND TOWING: Unsecureds Will Get 5 Cents on Dollar in Plan ---------------------------------------------------------------- All Around Towing and Recovery, LLC filed with the U.S. Bankruptcy Court for the Southern District of Indiana a Plan of Reorganization for Small Business dated November 29, 2022. The Debtor is a corporation. The Debtor's Principal has been around wreckers and tow trucks his entire life. He opened All Around Towing and Recovery in January 2015. David Lewis works full time in the business. He estimates the business currently has a gross income of approximately $25,000.00 per month. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $4,200 per month. The final Plan payment is expected to be paid on December 31, 2027. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 5 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of the Priority claim of Internal Revenue Service. The holder of this Class will be paid the unsecured amount of $148,125.36 in monthly payments of $2,468.35 over 60 months. Class 2 consists of Secured Claims: * City of Scottsburg: The holder of this Class will be paid the secured amount of $35,000 with 4% interest, over 5 years with payments of $644.58 per month. * Chris Lewis: The holder of this Class will not be paid during the pendency of this Plan by agreement. Class 3 consists of Non-priority unsecured creditors: * Capital One Bank: The holder of this Class will be paid the unsecured amount of $46.21 upon confirmation of the Plan. * City of Scottsburg: The unsecured portion in the amount of $86,319.88, for the City of Scottsburg will receive monthly payments of $71.93. Class 5 consists of David Lewis as 100% Equity interest holder of the Debtor. The Plan will be implemented by utilization by monthly income derived by Debtor's operations. A full-text copy of the Plan of Reorganization dated November 29, 2022, is available at https://bit.ly/3F1ETH6 from PacerMonitor.com at no charge. About All Around Towing and Recovery All Around Towing and Recovery LLC is an Indiana-based company that offers everyday hauling, emergency and mechanical service. All Around Towing and Recovery filed a petition under Chapter 11 Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-90283) on April 7. 2022. In the petition filed by David Lewis, as member, All Around Towing and Recovery LLC estimated assets between $50,000 and $100,000 and liabilities between $100,000 and $500,000. The case is assigned to Honorable Judge Andrea K. McCord. David M. Cantor, of Seiller Waterman LLC, is the Debtor's counsel. ALTICE USA: S&P Downgrades ICR to 'B+', Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered all ratings one notch, including the issuer credit rating to 'B+' from 'BB-' on Altice USA Inc. The negative outlook reflects the possibility that S&P could lower the rating over the next year if debt to EBITDA is sustained above 6.5x, which could be caused by an inability to stabilize operating trends or a take-private transaction. Altice USA recently announced that it will not sell its SuddenLink assets, removing the potential for meaningful credit metric improvement over the next year. S&P said, "The absence of SuddenLink sale proceeds removes Altice USA's ability to reduce leverage below 5.5x over the next year, in our view. We project that debt to EBITDA will remain elevated at low-6x in 2023 given that it will be challenging for the company to improve EBITDA and free operating cash flow (FOCF). The company is operating in a more competitive environment that will likely pressure its highly profitable broadband revenue. Furthermore, the smaller business services and advertising segments will face headwinds in 2023 from a likely recession and a lack of political advertising. We don't believe there will be many opportunities to reduce costs over the next year as the company recently increased the size of its sales and distribution channels to make up for previous cuts that ran too deep. Therefore, we expect a modest decline in operating cash flow in 2023 at a time when capital spending will be elevated to support its multiyear fiber-to-the-home (FTTH) investments." This confluence of events will likely result in FOCF of only $250 million-$500 million in 2023. This should be enough to reduce debt slightly and keep leverage stable at low-6x but not enough to meaningfully improve this ratio. Altice USA has yet to demonstrate signs of a successful turnaround roughly a year into its reinvestment cycle. The company's third-quarter results were much weaker than expected, including an 18% year-over-year decline in its EBITDA and a 11.7% drop year to date, which compare with our previous estimate for an 8% contraction in EBITDA in 2022. The company continues to face headwinds in its profitable high-speed data (HSD) business, with its broadband subscriber base declining by 43,000 in the third quarter, which represents an acceleration from 40,000 customer losses in the second quarter. Furthermore, its average revenue per user (ARPU) has also started to come under pressure, declining to about $72.40 per month in the third quarter from $73.20 in the second quarter. Both metrics were a bit softer than expected given that the third quarter is typically a seasonally strong quarter for broadband subscribership. These factors reduced Altice's HSD revenue by $20 million relative to the second quarter (down 1% year over year), which contrasts with our previous forecast for a slight expansion in 2022. S&P said, "Our forecast reflects more intense competition and a prolonged and less pronounced turnaround. Heightened fixed-wireless and fiber-based services competition is affecting the cable industry, compounded by mismanagement of Altice's business during the COVID-19 pandemic. The company made deep cuts to customer service, technicians, and retail stores. We believe it's proving difficult to recover from these cuts in a more competitive marketplace. "We believe elevated competition will contribute to weaker growth rates in the SuddenLink footprint, as churn has picked up recently. Gradually increasing fiber-based competition could continue customer churn while subscriber additions could remain under pressure through 2023 as fewer copper wire-based customers are converting to cable, instead opting for cheaper fixed-wireless service. In the Optimum footprint, there are fewer opportunities for growth and the company faces intense competition from fiber-based Verizon Fios, which has been aggressive with its price. Therefore, we now expect slight broadband subscriber declines in 2023 compared with our previous forecast (from September 2022) for subscriber growth of about 45,000 in 2023. "We also believe ARPU could come under pressure in 2023. Altice maintains industry-leading HSD ARPU, which leaves it with less room to increase its HSD revenue (and earnings) absent subscriber gains. The company could become more promotional over the next year, to gain subscribers amid a more competitive marketplace, or lower its rack rate--the price after promotions end--to reduce customer churn. Both strategies could further pressure its ARPU and limit the improvement in its overall HSD revenue through 2023. "We believe a take-private transaction is possible. Altice is owned by controlling shareholder Patrick Drahi, who holds about 92% of voting shares and a 50% economic stake. Drahi has a track record of engaging in activity that prioritizes shareholder interests over those of creditors at other companies that he controls. For example, the 2021 take-private of European telecommunications assets highlighted governance concerns when take-private debt raised at a personal funding vehicle of Patrick Drahi was repaid using proceeds from Altice International's 50.1% stake in French towers that were designated "unrestricted" shortly after the company was taken private. Given that Altice's stock price has declined substantially over the past year and a SuddenLink transaction is now off the table, we believe a take-private transaction could be considered in the U.S. "We believe the company could improve credit metrics long term. We project that Altice can begin to reduce leverage to 5.5x-6x by 2025, with more meaningful improvement to about 5x in 2026 as the company's FTTH investment cycle is complete and FOCF is restored to over $1 billion per year. We believe EBITDA will likely reach a trough in 2023 and that increasing FTTH penetration across it's footprint will allow it to protect its existing customer base and potentially regain some market share. Furthermore, footprint expansion should also result in modest subscriber growth over time while data consumption trends allow HSD ARPU to grow longer term. "The negative outlook reflects uncertainty around earnings and subscriber trends as well as the potential for a more aggressive financial policy, which could include a take-private transaction." S&P could lower the rating if: -- Debt to EBITDA is sustained above 6.5x; or -- S&P adopts a more negative view of the company's management and governance S&P could revise the outlook to stable if its has greater visibility into earnings stabilization, FOCF trends, and the company's financial policy, such that S&P believes leverage will not increase any further. Environmental, Social and Governance ESG credit Indicators: E-2, S-2, G-3 AMERICAN AXLE: S&P Rates New $650MM Sr. Secured Term Loan B 'BB+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '1' recovery rating to American Axle & Manufacturing Inc.'s proposed $650 million senior secured term loan B due 2029. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery for the senior secured lenders in the event of a payment default. S&P's 'B+' issue-level rating and '5' recovery rating on the company's senior unsecured debt are unchanged. American Axle plans to use the proceeds from this term loan, along with $50 million of cash on hand and borrowings of $50 million from its revolver, to repay the remaining $750 million outstanding on its term loan B due 2024. Because this is a refinancing transaction, it will not increase the company's leverage. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes a payment default occurring in 2026 due to a combination of the following factors: production cuts at one or more of the company's major customers, a sustained economic downturn that reduces customer demand for new automobiles, and intense pricing pressure due to the competitive actions of other auto suppliers and/or raw material vendors. This, in turn, negatively affects American Axle's ability to generate free cash flow. -- S&P anticipates EBITDA at emergence of about $468 million based on the company's capital structure, its assumed increase in its borrowing costs, and other adjustments as per its criteria. -- S&P believes that if the company were to default, it would continue to have a viable business model given its track record of operational excellence. Therefore, it believes its debtholders would achieve the greatest recovery value through a reorganization rather than a liquidation. -- S&P also believe the company would file for bankruptcy in the U.S. because it is headquartered in Detroit and the majority of its debt and sales/assets are located in the country. -- The term loan facilities and the revolver are secured by substantially all of American Axle's assets, including a pledge of the stock of substantially all of its direct domestic subsidiaries and 66% of the stock of its restricted direct subsidiaries, including its first-tier foreign subsidiaries that are subject to customary exceptions. The notes rank pari passu with the company's existing bonds and have a downstream guarantee from its parent and upstream guarantees from its direct and indirect wholly owned domestic material restricted subsidiaries. Simulated default assumptions -- Year of default: 2026 -- An 85% draw under the proposed revolving credit facility at default -- All debt includes six months of accrued interest -- Administrative claims of 5% of enterprise value, which is S&P's standard assumption for the auto supplier sector Simplified waterfall -- Gross enterprise value: $2.34 billion -- Administrative expenses: $117 million -- EBITDA at emergence: $468 million -- Enterprise value multiple: 5x -- Net enterprise value: $2.22 billion -- Priority claims: $123 million -- Secured first-lien debt claims: $1.88 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Unsecured debt claims: $1.76 billion --Recovery expectations: 0%-10% (rounded estimate: 10%) ANDERSON UNIVERSITY: Fitch Affirms IDR at 'B-', Off Watch Negative ------------------------------------------------------------------ Fitch Ratings has removed from Rating Watch Negative (RWN) and affirmed at 'B-' Anderson University's (AU) Issuer Default Rating (IDR) and the bond rating on approximately $38 million City of Anderson, IN Economic Development Revenue Refunding bonds, series 2017, issued on behalf of AU. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Anderson University (IN) LT IDR B- Affirmed B- Anderson University (IN) /General Revenues /1 LT LT B- Affirmed B- SECURITY The bonds are a general obligation of the obligated group, of which Anderson University, Inc., independently of its consolidated subsidiaries, is the sole member. The bonds are secured by the university's pledged revenues, consisting of effectively all unrestricted funds and revenues; a mortgage on AU's core campus property and a debt service reserve fund that is cash-funded to maximum annual debt service. ANALYTICAL CONCLUSION The removal of Anderson University's RWN is primarily based upon the university's achievement of both the 1.1x debt service coverage ratio (DSCR: 2.27x) and 75 days' cash on hand liquidity (DOCH: 121.5) bond covenants at FYE22, staving off an Event of Default under the series 2017 bond documents following the deficiency in meeting the DSCR in the consecutive prior year (FY21: DSCR 0.95x). The affirmation of Anderson University's 'B-' rating reflects the university's stabilizing, albeit small, incoming freshman classes of around 320 students, and an expected reversal in FY23 of previous years' consistent declines in net student revenues, AU's core revenue source. The university's fundraising, primarily from alumni and Church of God Ministries of Anderson, IN (COG) also supplies a consistent revenue source, averaging around 10% of annual revenues in recent years. Despite these factors, student demand metrics remain weak, reflecting AU's demographic and competitive environment. The rating also considers Fitch's expectation that AU will continue to reduce expenses off of a relatively flexible expense base, and reduce reliance on nonrecurring revenue measures taken in FY22 and expected in FY23 to fund budgetary shortfalls and meet its 1.1x DSCR covenant. Finally, the rating incorporates Fitch's understanding that AU's debt load was reduced just after FYE22, following the extraordinary mandatory redemption of $6.9 million of series 2017 bonds from the sale the (non-core) Anderson University Flagship Center. AU's resulting pro forma leverage profile with roughly 50% available funds (AF) to adjusted debt is improved, but remains weak. AU has sizeable endowment funds of $47 million at FYE22 that, as restricted assets, are excluded from Fitch's AF calculations, but some portions of which could potentially be released from restriction or borrowed against if necessary. The Stable Outlook is predicated on Fitch's expectations that AU will make significant progress towards achieving structural balance during FY23 from a combination of revenue enhancements and expense curtailment, with reduced need for non-recurring revenue strategies or unsustainable endowment draws starting in FY24 and beyond. The Outlook is also based upon a forward-looking, Fitch-modeled scenario analysis that considers the effects of plausible financial market performance and Fitch's expectations of AU's anticipated revenues, expenses, capital expenditures and non-recurring items. Anderson University sustains a leverage profile consistent with its financial profile assessment through this Fitch-modeled scenario. KEY RATING DRIVERS Revenue Defensibility: 'bb' Weak but Stabilizing Student Demand and Revenues, Supported by Consistent Grants from Sponsor Facing challenging demographics and competitive pressures, AU exhibits weak student demand metrics and its relatively small enrollment base has declined steadily to roughly 1,200 full-time equivalent students (FTEs) (1,300 headcount) in fall 2022 from about 1,800 FTEs (2,200 headcount) in fall 2016. Undergraduate enrollment, which makes up 91% of AU's FTEs, may begin to stabilize, as the past four years' incoming freshman classes have consistently enrolled about 320 students. Management reports that applications, admissions and deposits for fall 2023 freshmen are favorable relative to the same time in the prior year. Enrollment continues to decline among usually higher-revenue producing graduate students, to just around 100 FTEs in fall 2022 from 300 FTEs in fall 2016, however, presenting a headwind to overall enrollment and revenue stabilization. AU is utilizing two other levers to boost enrollment. Transfer students increased by 13 students year-over-year, and AU admitted more honors students to help improve the university's weak retention ratio, historically in the 65% range. With a limited student base, even small fluctuations in enrollment can be meaningful. Despite the total FTE enrollment decline from 1,246 in fall 2021 to 1,187 in fall 2022, FY23 net student-generated revenues are projected to increase 5%, reversing repeated, multi-year declines in this important revenue source. Drivers of the higher expected net student-generated revenues in FY23 include a 2.5% increase in tuition sticker price to just over $33,000 and a slight increase in on-campus residency to 60% of FTEs. The university's weak 11.5% freshman matriculation rate in fall 2023 and continued high undergraduate tuition discount rate exceeding 50% point to competition facing AU, from both public university options and other nearby Christian colleges. To remain competitive, AU is bolstering programs such as nursing, civil engineering, and cybersecurity. AU has applied to be one of four federally-designated cyberdefense centers of excellence in Indiana. AU's affiliation with COG, also based in Anderson, IN, is a defining characteristic of the university's competitive position, governance, and revenue mix. Roughly one-fifth of AU students are COG members, of which there are an estimated 900,000 worldwide as of 2020, according to COG's website. COG members have a controlling position on AU's board, and have historically provided consistent and significant donations to AU in support of its Christian education mission. Operating Risk: 'bb' Cash Flow Margins Adequate but Highly Reliant on Non-Recurring Measures and Limited Capital Expenditures AU's Operating Risk assessment remains at 'bb', with adequate Fitch-projected operating cash flow margins around 8% per year, assuming continued capex patterns at well below depreciation expense. Fitch's Operating Risk assessment remains vulnerable to a Fitch Asymmetric Risk factor, as Fitch-projected debt service coverage ratios over the next several years remain perilously close to its 1.1x DSCR covenant, even with supplemental endowment draws, one-time revenue enhancement measures such as asset sales, and incorporation of reduced debt service following the mandatory redemption of $6.9 million of bonds in early FY23. AU's current reliance on one-time measures to achieve adequate cash flow margins is demonstrated by FY22 results, which included recognition of roughly $3 million of remaining federal stimulus funds, a $3.9 million gain from the sale of the AU Flagship Center, and a $3 million settlement of a donor's estate. Together, these measures alone represented almost one-quarter of AU's Fitch-calculated operating revenues of roughly $40 million during FY22. With a relatively flexible expense base including non-tenured faculty, AU has steadily cut costs to offset declining enrollment-driven revenues. AU may face reduced flexibility to make significant further adjustments without affecting revenue generation, but AU is reviewing limited-enrollment academic programs, with the exception of certain religious curricula that are core to AU's mission. The university has also engaged a management consultant that has worked with similar universities, to help restructure AUs operations over the next few years. Capital spending requirements are currently moderate, as the university's very high average age of plant at 23 years and deferred maintenance levels are partially offset by near-term flexibility to reinvest at maintenance levels well below depreciation. Given a now-smaller student population, sale of older non-core assets and continued donor support for key initiatives will somewhat reduce AU's capex requirements. With capital expenditures averaging just 31% of annual depreciation expense since FY17, deferred maintenance could become a future constraint to AUs competitive and financial position over time. Another consideration in Fitch's Operating Risk assessment is AU's endowment spending policy and historical supplemental draws. AU's spending policy allows for a relatively high 7% of rolling 12 quarter endowment values, and supplemental draws have been used to balance operations and comply with financial covenants. Financial Profile: 'bb' Limited Available Funds to Cushion Reduced Pro Forma Debt Load, but Assets Remain Adequate through Fitch-modeled Stress Scenario AU's AF (cash and investments less permanently restricted assets) increased modestly to $17 million, about 41% of adjusted debt at FYE22, from around $15 million, representing 30% of adjusted debt at FYE21. AF/adjusted debt improves to a healthier, but still low 50%, after adjusting for the defeasance of $6.9 million of bonds just after FYE22. Fitch's 'bb' Financial Profile assessment is also based upon a forward-looking, Fitch-modeled stress scenario analysis that considers the effects of plausible financial market performance and AU's anticipated revenues, expenses, capital expenditures and non-recurring items. Anderson University sustains a stable leverage profile through the five years of the Fitch-modeled scenario, further supporting Fitch's Stable Outlook. AU's $40 million endowment as of FYE22 provides some offsetting cushion to its modest AF. The endowment is mostly donor-restricted (and therefore largely excluded from Fitch's AF metric), but these funds could potentially provide some short-term cash flow or liquidity benefit, though not without compromising endowment growth in the future. Fitch's liquidity assessment for AU remains 'weaker' due to the aforementioned concerns over sufficiency of annual debt service coverage. Highlighting constraints on AU's operating liquidity, AU regularly draws down on its $7.5 million bank line of credit, particularly at its May 31 FYE, to bridge funding gaps prior to the receipt of fall tuition receipts and to maintain compliance with its liquidity covenant. Asymmetric Additional Risk Considerations Fitch's Operating Risk assessment remains vulnerable to asymmetric risk as Fitch-projected DSCRs remain perilously close to repeated violations of the 1.1x DSCR covenant, even with outsized endowment draws, one-time revenue enhancement measures such as asset sales, and incorporation of reduced debt service costs following the mandatory redemption of $6.9 million of bonds in early FY23. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Failure to achieve 1.1x debt service coverage in future years; - Further notable enrollment or net student revenue declines or decreased support from donor base; - Weakening of cash flow margins toward about 5% or below. - Stress on operating liquidity or the 75 DCOH liquidity covenant, or AU's inability to maintain its operating line of credit; - Any additional debt or deterioration in Available Funds such that AF-to-adjusted debt falls significantly below 30%. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Achievement of recurring structural balance in fiscal operations without use of one-time revenues or supplemental endowment draws; - Growth in fall 2023 entering students and student-generated revenues in FY24, coupled with sustained growth in non-student generated revenue sources such as fundraising; - Cash flow margins consistently 10% or better; - Growth in operating liquidity, and reduction in need to use bank lines to manage liquidity requirements; - Improved leverage position, with AF-to-adjusted debt consistently exceeding 50%. CREDIT PROFILE Founded in 1917, AU is a small Christian university located in Anderson, IN, about 35 miles northeast of Indianapolis. It was founded by and is affiliated with the Church of God Ministries Anderson, IN (COG) and is the only college affiliated with the COG in the Midwest. 31 of the university's 32 Trustees are ratified by COG and at least 11 Trustees must be ordained ministers of COG. The university offers various undergraduate programs, which make up 91% of enrollment, as well as graduate programs in business, theology and music education. AU also maintains a department of adult studies that offers bachelor's and associate degrees for adult students. The university is accredited by Higher Learning Commission and maintains program-specific accreditations from the relevant accreditation bodies. The Flagship Enterprise Center (FEC) is a regional business incubator and small business lender created through a partnership between AU and the city of Anderson. As of FYE22, FEC is consolidated as a controlled affiliate on AU's financial statements based on AU's ability to appoint a majority of the FEC's board. FEC resources are not available to support AU operations, its liabilities are non-recourse to AU. Fitch therefore evaluates AU's credit profile based on the university's core enterprises, including the university itself and its wholly owned subsidiary Properties, but excluding the FEC. AU no longer controls a majority of the board, and effective Jan. 1, 2023, the FEC will no longer be a consolidated affiliate of AU. As FEC is a non-obligated group member, this change is not expected to have any impact on the financial ratios or rating of Anderson University. 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. APOLLO ENDOSURGERY: To be Acquired by Boston Scientific ------------------------------------------------------- Apollo Endosurgery, Inc. said it has entered into a definitive merger agreement to be acquired by Boston Scientific Corporation, a global medical technology leader, in an all-cash transaction with an enterprise value of approximately $615 million(1). This transaction has been unanimously approved by the Apollo Board of Directors. The acquisition price of $10.00 per share represents an approximate 67% premium to the closing price of Apollo's common stock on Nov. 28, 2022 and the volume weighted average closing price of Apollo's common stock in the three months prior to announcement of the transaction. The transaction is subject to the satisfaction of customary closing conditions, including approval by a majority of Apollo's stockholders and applicable regulatory approval, and is expected to close in the first half of 2023. Certain stockholders representing 8.4% of Apollo's outstanding shares of common stock have agreed to vote their shares in favor of the transaction. Upon the completion of the transaction, Apollo will become a wholly-owned subsidiary of Boston Scientific. Piper Sandler & Co. is serving as financial advisor and Cooley LLP is serving as legal advisor to Apollo. (1) Enterprise value based on 41.7 million common shares outstanding, 12.3 million warrants outstanding, conversion of outstanding convertible debt, and vesting of shares under Apollo's equity incentive plans for a total fully diluted share count of approximately 64.8 million shares, implying $648 million for 100% of the fully diluted equity, minus approximately $33 million net cash as of September 30, 2022. About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to the treatment of obesity. Apollo's device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 75 countries and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon. Apollo Endosurgery reported a net loss of $24.68 million for the year ended Dec. 31, 2021, a net loss of $22.61 million for the year ended Dec. 31, 2020, and a net loss of $27.43 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $116.03 million in total assets, $73.72 million in total liabilities, and $42.31 million in total stockholders' equity. ARCHDIOCESE OF NEW ORLEANS: $10-Mil. Ch.11 Real Estate Sales Okayed ------------------------------------------------------------------- Stephanie Riegel of NOLA.com reports that the New Orleans Archdiocese got court approval to sell two of its downtown property for a total of $10 million. The Archdiocese filed for Chapter 11 bankruptcy protection more than two years ago in the face of mounting lawsuits related to past child sex abuse. U.S. Bankruptcy Court Judge Meredith Grabill approved the sales last week in advance of a hearing on the matter that had been scheduled for Nov. 17, 2022 but was canceled after neither side objected to the pending deals. Judge Grabill's order means that the archdiocese can execute two purchase agreements with separate buyers it has lined up to acquire adjacent properties on the edge of the Central Business District. One property is the 12-story office building at 1000 Howard Ave., which is under contract to a Lafayette developer. The other is the parking lot at 1032 and 1042 Loyola Avenue, which is under contract to a local investor group. Together, the deals will generate nearly $10 million for the archdiocese, which, until now, has sold just one other property since filing bankruptcy -- the former St. Elizabeth Ann Seton School in Kenner, which fetched $1.9 million in 2020. The archdiocese declined to comment on the pending sales, which will generate cash the church can eventually use to help pay what is expected to be tens of millions of dollars in claims filed by some 450 sex-abuse victims. But a real estate broker representing the archdiocese in its land deals said the approval is a positive step forward. "We think the court made the right decision," said Parke McEnery of The McEnery Group. "We are pleased they approved the sale." About The Roman Catholic Church of the Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans is a non-profit religious corporation incorporated under the laws of the State of Louisiana. On the Web: https://www.nolacatholic.org/ Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes: Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's bankruptcy counsel and special counsel, respectively. Donlin, Recano & Company, Inc., is the claims agent. ARRAY TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms 'B' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Array Technologies Inc. to stable from negative and affirmed its 'B' issuer credit rating. S&P also affirmed its 'B+' rating on Array's senior secured debt. The recovery rating remains '2', reflecting its expectation of meaningful recovery (70%-90%; rounded estimate: 75%) in the event of a default. S&P does not rate the convertible notes. The stable outlook reflects S&P's view that the company will continue improving its gross margin and operating cash flow and drive adjusted leverage below 7x over the next year. S&P said, "The outlook revision to stable from negative reflects our forecast for adjusted leverage to improve to below 7x over the next 12 months, and for liquidity to remain adequate. Our leverage forecast incorporates our expectation for meaningful EBITDA growth in 2023 as Array realizes a full year benefit of its previously implemented pricing process, and revenue continues to increase. This EBITDA growth should translate to good FOCF generation and continued adequate liquidity. "Further, our updated 2022 forecast now incorporates about $75 million-$100 million of revenue previously thought to be delayed by an AD/CVD investigation, and better-than-expected deliveries from orders within the backlog from an easing supply chain. As a result, we anticipate 2022 organic revenue growth to be closer to 40% to 45%, compared with our previous expectation of about 20%. In 2023, we now expect organic growth to decelerate to about 7%-9% compared with our previous expectation for 10% to 20% growth. This is because Array continues to face regulatory headwinds and the potential for an economic slowdown that may affect future projects. "We believe Array will continue to improve its EBITDA margins over the next 12 months. Array achieved about a 9% adjusted EBITDA margin in the third quarter of 2022, up from about 4% in the second quarter and negative EBITDA in the previous three quarters. Array made structural changes to their pricing strategy which reduced exposure to future increases in commodity prices. The demonstration of sequential increases in line with management guidance gives us confidence that margin increases will continue through 2023 and the company will be able to achieve margins of 6%-7% in 2022 and between 10% and 14% in 2023. Furthermore, we believe a minimal number of projects booked under the old pricing strategies remain and almost all revenue in 2023 should be booked under the new pricing strategy, supporting higher margins." Cash flow for the company has improved, bolstering its liquidity position. In the third quarter, Array improved its liquidity position in line with the company's expectations from the previous quarter, and as of the end of the third quarter, Array had total liquidity (cash and revolver availability) of $229 million, compared to $53 million at the end of the second quarter. The company was able to repay $68 million in revolving credit facility borrowings in the third quarter due to EBITDA growth and working capital release from its inventory. S&P now expects the company to generate FOCF of between $40 million and $60 million in 2022 and between $150 million and $200 million in 2023. While some industry disruptions have been resolved, others have surfaced, but we do not expect them to have a material negative impact on our forecast at this point. Array previously expected about $225 million to $250 million in revenue to be pushed to 2023 from 2022 because of the AD/CVD investigation. However, since S&P's last publication, President Biden announced the U.S. would allow solar cells and modules imported from Cambodia, Malaysia, Thailand, and Vietnam to enter the U.S. free from AD/CVD for a 24-month period, despite ongoing circumvention inquiries initiated by the U.S. Department of Commerce (DOC) on April 1. This ruling has allowed between $75 million and $100 million of project revenue that was originally anticipated to be delayed to 2023, to be delivered in 2022. The company expects the remaining project revenue previously subject to the AD/CVD investigation to be realized in 2023. While the uncertainty has largely abated around revenue subject to the AD/CVD investigation, potential revenue volatility remains a headwind for Array due to regulatory risks tied to imported goods. The implementation of the Uyghur Forced Labor Prevent Act (UFLPA) in June 2022, which is intended to prevent the supply of goods from regions in China that were made with forced labor, may impact projects that source modules from those regions. While the UFLPA has not affected any of Array's projects, a lack of clarity around documentation requirements to comply with the act may lead to some project delays. The stable outlook reflects S&P's view that the company will continue to improve its gross margin and operating cash flow and drive adjusted leverage below 7x over the next year. S&P may lower its ratings on Array over the next 12 months if the company's adjusted debt leverage remains above 7x with weak FOCF. This could occur if: -- Project delays continue from the UFLPA and postpone the realization of revenue and earnings beyond the next 12 months; -- Gross margin experiences significant setbacks from its recent improvement; or -- It becomes apparent that the company is unable to generate consistent positive FOCF. S&P may raise its ratings on Array over the next 12 months if the company's adjusted debt leverage improves, falling below 5x consistently with strong FOCF. This could occur if: -- The risk of project delays dissipates, and the company no longer believes it's revenue may be at risk from the UFLPA, Gross margins remain at their current levels and continue improving; or -- The company demonstrates the ability to generate consistent positive FOCF. ESG credit indicators: E-1, S-2, G-2 S&P said, "Environmental factors are a positive consideration in our credit rating analysis of Array Technologies Inc. The company's position as a leading provider of tracker systems used in commercial-scale solar energy generation projects will allow it to benefit from customers' and investors' increased focus on ESG and climate transition. The scope of its business is tied to favorable trends in this transition. As such, we expect the company will benefit from the favorable secular demand for renewable energy, which we expect to outgrow other energy industries and will grow to 6% of the total global energy generation mix, from 3% currently, and will support increasing earnings and cash flow." AUTO MONEY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Auto Money North LLC d/b/a Auto Money Title Loans North 2475 Highway 21 Fort Mill, SC 29715 Business Description: The Debtor's business activities include making loans secured by motor vehicles, commonly known as "title loans." Chapter 11 Petition Date: December 2, 2022 Court: United States Bankruptcy Court District of South Carolina Case No.: 22-03309 Judge: Hon. Helen E. Burris Debtor's Counsel: WALDREP WALL BABCOCK & BAILEY PLLC Debtor's Local Counsel: Stanley H. McGuffin, Esq. HAYNSWORTH SINKLER BOYD, P.A. 1201 Main Street, 22nd Columbia, SC 29201 Tel: (803) 779-3080 Email: smcguffin@hsblawfirm.com Debtor's Claims & Noticing Agent: DONLIN, RECANO & COMPANY, INC. Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Jeremy Blackburn as officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FO4KKGI/Auto_Money_North_LLC__scbke-22-03309__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FEINVKQ/Auto_Money_North_LLC__scbke-22-03309__0001.0.pdf?mcid=tGE4TAMA AUTO MONEY: Seeks Cash Collateral Access ---------------------------------------- Auto Money North LLC asks the U.S. Bankruptcy Court for the District of South Carolina, Greenville Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of monies generated from the operation of its business for the continuation of the Debtor's business. Specifically, the Debtor proposes to pay only those expenses itemized in the Budget, with a 10% variance. The Debtor is indebted to AutoMoney, Inc. pursuant the Secured Promissory Note dated November 18, 2019, in the original principal amount of $6.744 million. The AutoMoney, Inc. Note is secured by a Security Agreement between the Debtor and AutoMoney, Inc. dated November 18, 2019. The Security Agreement grants AutoMoney, Inc. a blanket lien in and to substantially all the Debtor's assets. AutoMoney, Inc.'s lien in the Debtor's cash collateral is perfected by the UCC Financing Statement recorded on October 6, 2022 in the office of the South Carolina Secretary of State. As of November 30, 2022, the balance due and owing from the Debtor to AutoMoney, Inc. under the AutoMoney, Inc. Note was approximately $893,010. As adequate protection for the use of cash collateral, the Debtor agrees to provide AutoMoney, Inc. with a replacement lien on post-petition cash collateral to the same extent and in the same priority as its pre-petition lien, for any post-petition diminution in the pre-petition cash collateral as well as a replacement lien on all other property that may be acquired post-petition by the Debtor with such replacement lien having the same validity, extent, and priority as the prepetition lien on such property. A copy of the motion is available at https://bit.ly/3FqPFbf from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3Fsc48c from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $339,213 for the week ending December 9, 2022; $536,020 for the week ending December 16, 2022; $368,210 for the week ending December 23, 2022; $562,890 for the week ending December 30, 2022; $416,709 for the week ending January 6, 2022; $295,212 for the week ending January 13, 2022; $296,479 for the week ending January 20, 2022; $278,479 for the week ending January 27, 2022; $582,194 for the week ending February 3, 2022; $265,638 for the week ending February 10, 2022; $306,216 for the week ending February 17, 2022; $268,216 for the week ending February 24, 2022; and $639,400 for the week ending March 3, 2022. About Auto Money North LLC Auto Money North LLC is a limited liability company that makes loans secured by motor vehicles, commonly known as "title loans." Auto Money North is a supervised lender that is overseen by the South Carolina Department of Consumer Finance and South Carolina Board of Financial Institutions, whose lending activities are regulated and audited by South Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 22-03309) on December 2, 2022. In the petition signed by Jeremy Blackburn, officer, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. The Debtor operates 16 stores and has 47 employees as of the Petition Date. Stanley H. McGuffin, Esq., at Haynsworth Sinkler Boyd, P.A., represents the Debtor as counsel. BERNARD L. MADOFF: Access Defendants' Bid to Dismiss Case Denied ---------------------------------------------------------------- Bankruptcy Judge Cecelia G. Morris denies the motion to dismiss filed by Access International Advisors LLC, Access International Advisors Ltd., Access Management (Luxembourg) S.A., Access Partners S.A, Patrick Littaye, Claudine Magon de la Villehuchet, and Groupement Financier Ltd. In the adversary proceeding captioned SECURITIES INVESTOR PROTECTION CORPORATION, Plaintiff-Applicant, v. BERNARD L. MADOFF INVESTMENT SECURITIES LLC, Defendant. In re: BERNARD L. MADOFF, Debtor. IRVING H. PICARD, Trustee for the Liquidation of Bernard L. Madoff Investment Securities LLC, Plaintiff, v. UBS AG, UBS (Luxembourg) SA, et al., Defendants, Case No. 08-01789 (CGM), Adv. Pro. No. 10-04285 (CGM), (Bankr. S.D.N.Y.). In his Complaint, Irving Picard, the Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC, seeks to recover transfers of customer property allegedly made by BLMIS to defendants, Luxalpha SICAV and Groupement Financier. Specifically, the Trustee is seeking to recover subsequent transfers of BLMIS customer property that was initially transferred from BLMIS to these Feeder Funds and then subsequently transferred from the Feeder Funds to the Subsequent Transfer Defendants. The Feeder Funds were investment vehicles that fed into BLMIS. Picard alleges the Feeder Funds were created to invest in BLMIS with full knowledge of BLMIS' fraud. The knowledge of BLMIS' fraud ultimately stems from a close friendship between Madoff and Littaye that dates back to 1985. Littaye and Thierry Magon de la Villehuchet started an investment firm called Access International Advisors, which is comprised of a series of investment companies, including Access International Advisors, Inc., Access LLC, Access Ltd., Access International Advisors (Luxembourg) S.A., and Access Partners S.A. The Feeder Funds were established by Access as two of several BLMIS feeder funds. The Trustee alleges the Feeder Fund Defendants collectively invested approximately $2 billion with BLMIS through more than 150 separate transfers via check and wire directly into the [JPMorgan Chase in New York, Account No. xxxxxxxxxxx1703]. The Trustee is seeking to avoid at least $1.1 billion in transfers paid from BLMIS to the Feeder Funds within six years of the filing date of the SIPA case. Of the Six Year Transfers, $1.01 billion was transferred from BLMIS to the Feeder Funds during the two years preceding the filing of this SIPA case. The Two Year Transfers included transfers of approximately $735 million to Luxalpha and approximately $275 million to Groupement Financier." In their motion to dismiss, the Defendants first argue that the Trustee has failed to establish personal jurisdiction over Access Ltd., AML, AP (Lux), and Patrick Littaye -- PJ Defendants -- which are all foreign entities or persons. The PJ Defendants seek dismissal for lack of personal jurisdiction, arguing that the Trustee has not alleged that they have sufficient contacts with New York. On the other hand, the Trustee argues the PJ Defendants maintained minimum contacts with New York in connection with the claims in this adversary proceeding. The Trustee is asserting subsequent transfer claims against PJ Defendants for monies they received from the BLMIS Feeder Funds -- which are directly related to their investment activities with BLMIS through Access. The Court finds that this suit is affiliated with the alleged in-state conduct. The Court cites the ruling in the case Picard v. BNP Paribas S.A. (In re BLMIS), 594 B.R. 167, 191 (Bankr. S.D.N.Y. 2018): "the redemption and other payments the defendants received as direct investors in a BLMIS feeder fund were the proximate cause of the injuries that the Trustee sought to redress and arose from the New York contacts such as sending subscription agreements to New York, wiring funds in U.S. dollars to New York, sending redemption requests to New York, and receiving redemption payments from a Bank of New York account in New York." The Court finds that the Trustee has met his burden of alleging jurisdiction as to each subsequent transfer that originated with BLMIS by alleging that PJ Defendants intentionally targeted their activities at BLMIS. As recognized by the Second Circuit in the case styled In re Picard, 917 F.3d 85, 105 (2d Cir. 2019), "when these [subsequent transfer] investors chose to buy into feeder funds that placed all or substantially all of their assets with Madoff Securities, they knew where their money was going." In this case, the Court finds that the Defendants did more than simply "buy into" feeder funds -- they created BLMIS Feeder Funds and assisted Madoff in "introducing Madoff to new sources of investment capital, which he needed to keep his Ponzi scheme alive." Hence, the Trustee has made a prima facie showing of personal jurisdiction. As to Defendants' Section 546(e) safe harbor defense, citing the ruling in Picard v. Multi-Strategy Fund Ltd. (In re BLMIS), No. 22-CV-06502 (JSR), 2022 WL 16647767, at *7 (S.D.N.Y. Nov. 3, 2022), the Court rules that "the safe harbor does not apply, by its plain terms, to transfers where the transferee is complicit in BLMIS' fraud. . . this is because any transferee who knew the transfers it received from Madoff Securities contained only stolen proceeds also knew those transfers were neither settlement payments nor transfers in connection with a security agreement and therefore, Section 546(e) cannot apply." Since the Trustee has sufficiently pleaded that the Feeder Funds (and most of the subsequent transferees) had actual knowledge that BLMIS was not trading securities, which makes the safe harbor inapplicable by its express terms, these allegations prevent the Court from dismissing the case on account of the Access Defendants' affirmative Section 546(e) defense. The Access Defendants argue that BLMIS' initial transfers to the Feeder Fund Defendants, made within two years of the SIPA filing date, are not avoidable because the Trustee has failed to plead BLMIS' actual fraudulent intent with respect to each transfer and that the Ponzi scheme presumption cannot be used to plead BLMIS' actual fraudulent intent. The Court finds that the Trustee's burden of pleading actual fraudulent intent is satisfied because he has pleaded that BLMIS operated a Ponzi scheme. The mere existence of a Ponzi scheme "demonstrates actual intent as a matter of law because transfers made in the course of a Ponzi scheme could have been made for no purpose other than to hinder, delay or defraud creditors." The Ponzi scheme presumption allows the Court to presume that BLMIS made the initial transfers with actual intent to defraud because Madoff has admitted to operating a Ponzi scheme. Hence, intent to defraud is established as the Debtor operated a Ponzi scheme. The Access Defendants argue that the Trustee has failed to plead facts that create a plausible inference that the subsequent transfers made to the Access Defendants by the Feeder Fund Defendants consisted of customer property. The Trustee has alleged that Luxalpha was established entirely with BLMIS customer property that was withdrawn from the Oreades BLMIS account. And that the Feeder Fund Defendants invested 100% of their assets directly with BLMIS. The Trustee also alleges that BLMIS customer property accounts for 92% of Access' total revenue. As such, the Court concludes that any and all subsequent transfers made from the Feeder Fund Defendants to Access Defendants are very likely comprised of BLMIS customer property. Prior to establishing the Feeder Funds, Littaye and Villehuchet had established several other BLMIS feeder funds through Access. One of those funds was called Oreades SICAV, which opened BLMIS accounts in November 1997 and continued to operate as a BLMIS feeder fund until March 2004, when its sponsor, BNP Paribas, determined that the relationship between Oreades and BLMIS was too risky to continue. A full-text copy of the Memorandum Decision dated Nov. 18, 2022, is available at https://tinyurl.com/yc4tas4z from Leagle.com. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Jan. 31, 2021, and since his appointment in December 2008, the SIPA Trustee has amassed more than $14.413 billion as a result of recoveries and settlement agreements. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Eligible BLMIS customers have now received almost 70% of their allowed claims, and the SIPA Trustee is optimistic that this figure will rise as the Trustee secure more recoveries and distributions in the future. BERNARD L. MADOFF: Credit Suisse AG's Bid to Dismiss Case Denied ---------------------------------------------------------------- In the adversary case styled SECURITIES INVESTOR PROTECTION CORPORATION, Plaintiff-Applicant, v. BERNARD L. MADOFF INVESTMENT SECURITIES LLC, Defendant. In re: BERNARD L. MADOFF, Debtor. IRVING H. PICARD, Trustee for the Substantively Consolidated SIPA Liquidation of Bernard L. Madoff Investment Securities LLC and the Estate of Bernard L. Madoff, Plaintiff, v. CREDIT SUISSE AG, as successor-in-interest to Clariden Leu AG and Bank Leu AG, Defendant, No. 08-01789 (CGM), (Substantively Consolidated), Adv. Pro. No. 12-01676 (CGM), (Bankr. S.D.N.Y.), Bankruptcy Judge Cecelia G. Morris denies the motion to dismiss filed by the Defendant Credit Suisse AG, as successor-in-interest to Clariden Leu AG and Bank Leu AG. Irving Picard, the trustee for the liquidation of Bernard L. Madoff Investment Securities LLC filed this adversary in this Court, in which the main underlying SIPA Proceeding, Adv. Pro. No. 08-01789 (CGM), is pending. The SIPA Proceeding was originally brought in the U.S. District Court for the Southern District of New York as Securities Exchange Commission v. Bernard L. Madoff Investment Securities LLC et al., No. 08-CV-10791, and has been referred to this Court. In this adversary proceeding the Trustee seeks to recover subsequent transfers made to Credit Suisse AG. Clariden Leu and Bank Leu were Aktiengesellschaften that were organized under the law of Switzerland, both of which were acquired by Credit Suisse AG, making it successor-in-interest to both Clariden Leu and Bank Leu. Credit Suisse AG is an Aktiengesellschaft organized under the laws of Switzerland. The Trustee is seeking to recover subsequent transfers allegedly consisting of BLMIS customer property. The Trustee is seeking to recover subsequent transfers made to Credit Suisse AG by Fairfield Sentry Limited, Fairfield Sigma Limited, and Fairfield Lambda Limited. Fairfield Sentry is considered a "feeder fund" of BLMIS because the intention of the fund was to invest in BLMIS. The Trustee pleaded the avoidability of the initial transfer (from BLMIS to Fairfield Sentry) by adopting by reference the entirety of the complaint filed against Fairfield Sentry in the adversary proceeding titled Picard v. Fairfield Inv. Fund Ltd., Adv. Pro. No. 09-1239, (S.D.N.Y.). The district court has already found that adoption by reference of the entire Fairfield Complaint is proper. As such, the Court disagrees with Credit Suisse AG's argument that the wholesale adoption of the Fairfield Complaint violates Federal Rule of Civil Procedure 8. Credit Suisse AG seeks dismissal of the Trustee's complaint, arguing that the Trustee has failed to plead a voidable transfer and the Trustee fails to allege that they received BLMIS customer property. Credit Suisse AG also asserts that its affirmative defenses of "value," "good faith," and "knowledge of the Madoff fraud" are clear from the four corners of the complaint and that the section 546(e) safe harbor bars the Trustee's claims. On the issue of the safe harbor, the Court adopts the district court's reasoning in: Picard v. Multi-Strategy Fund Ltd. (In re BLMIS), No. 22-CV-06502 (JSR), 2022 WL 16647767 (S.D.N.Y. Nov. 3, 2022). The district court determined that "those defendants who claim the protections of Section 546(e) through a Madoff Securities account agreement but who actually knew that Madoff Securities was a Ponzi scheme are not entitled to the protections of the Section 546(e) safe harbor, and their motions to dismiss the Trustee's claims on this ground must be denied. . . In circumstances in which a transferee was complicit in Madoff Securities' fraud, Section 546(e) does not apply as a matter of its express terms." Likewise, in the adversary proceeding styled as Picard v. Fairfield Inv. Fund (In re BLMIS), No. 08-01789 (CGM), Adv. No. 09-01239 (CGM), 2021 WL 3477479, at *4 (Bankr. S.D.N.Y. Aug. 6, 2021), the Court has already determined that the Fairfield Complaint contains sufficient allegations of Fairfield Sentry's actual knowledge to defeat the safe harbor defense on a Rule 12(b)(6) motion -- it is replete with allegations demonstrating that Fairfield Sentry had actual knowledge that BLMIS was not trading securities. Hence, the Court maintains that the Trustee's allegations in the Fairfield Complaint are sufficient to survive a Rule 12(b)(6) motion on this issue. The Trustee has also pleaded that "based on the Trustee's investigation to date, approximately $35.84 million of the money transferred from BLMIS to Fairfield Sentry was subsequently transferred by Fairfield Sentry to, or for the benefit of Credit Suisse AG." Approximately $11 million of the money transferred from BLMIS to Fairfield Sentry was subsequently transferred to Fairfield Sigma and by Fairfield Sigma to Credit Suisse AG. Approximately $68,983 of the money transferred from BLMIS to Fairfield Sentry was subsequently transferred to Fairfield Lambda and by Fairfield Lambda to, or for the benefit of Credit Suisse AG. Credit Suisse AG contends that the Court must consider all of the subsequent transfer cases pending before it in order to determine whether allegations in this Complaint are feasible. Credit Suisse AG further argues that if one were to total all of the alleged subsequent transfers across all of these BLMIS adversary proceedings, the Trustee has alleged that Fairfield Sentry paid out approximately $5 billion. In addition, Credit Suisse AG has asserted that the money they received from Fairfield Sentry is untainted money that never was invested with BLMIS simply because the Trustee has filed complaints against other defendants who may have taken the money first. According to Judge Morris, in order to determine how Fairfield Sentry spent the billions of dollars it received from BLMIS, the Court would need review financial documents in order to trace the monies to all of Fairfield Sentry's principals, insiders, creditors, and customers. Undoubtedly, the Court will trace and calculate how Fairfield Sentry spent its BLMIS (and any non-BLMIS) funds at a later stage of litigation. At this stage, the Trustee need only assert allegations that make it seem plausible that Credit Suisse AG received BLMIS monies. The Court finds that the Trustee's Complaint plausibly pleads that Credit Suisse AG received customer property because Fairfield Sentry did not have other property to give. The Court rules that the calculation of Fairfield Sentry's customer property and what funds it used to make redemption payments are issues of fact better resolved at a later stage of litigation. Credit Suisse AG further argues that the payments it received from Fairfield Sentry were given in exchange for the redemption of shares in the Fairfield Sentry fund. If the Defendant knew at the time it redeemed its shares that the shares were worthless, then it did not receive the subsequent transfer funds "for value" as is required under Section 550. The Court holds that "value" is Credit Suisse AG's burden to plead and prove -- whether Koch gave value is a question of fact to be resolved either at the summary judgment stage or at trial. Likewise, the burden of proving good faith falls squarely on Credit Suisse AG. The Court cannot decide on these affirmative defenses until after a fact-intensive inquiry -- discovery is required on this issue. The Court concludes that it is not appropriate to resolve these factual issues at this stage of the litigation. Accordingly, the Court denies Credit Suisse AG's motion to dismiss on this ground because affirmative defenses cannot be found on the face of a complaint. It is a fact-intensive inquiry that requires a three-step inquiry into (1) what Clariden and Bank Leu subjectively knew; (2) whether these facts put [Clariden and Bank Leu] on inquiry notice of the fraudulent purpose behind a transaction -- that is, whether the facts the transferee knew would have led a reasonable person in the Clariden and Bank Leu's position to conduct further inquiry into a debtor-transferor's possible fraud; and (3) whether "diligent inquiry by [Clariden and Bank Leu] would have discovered the fraudulent purpose of the transfer." A full-text copy of the Memorandum Decision dated Nov. 21, 2022, is available at https://tinyurl.com/4hav44hr from Leagle.com. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court’s Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors — Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern — assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Jan. 31, 2021, and since his appointment in December 2008, the SIPA Trustee has amassed more than $14.413 billion as a result of recoveries and settlement agreements. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Eligible BLMIS customers have now received almost 70% of their allowed claims, and the SIPA Trustee is optimistic that this figure will rise as the Trustee secure more recoveries and distributions in the future. BERNARD L. MADOFF: Koch Industries Move to Dismiss Case Denied -------------------------------------------------------------- In the adversary case styled SECURITIES INVESTOR PROTECTION CORPORATION, Plaintiff-Applicant, v. BERNARD L. MADOFF INVESTMENT SECURITIES LLC, Defendant. In re: BERNARD L. MADOFF, Debtor. IRVING H. PICARD, Trustee for the Liquidation of Bernard L. Madoff Investment Securities LLC, Plaintiff, v. KOCH INDUSTRIES, INC., as successor in interest to Koch Investment (UK) Company, Defendants, No. 08-01789 (CGM) (Substantively Consolidated), Adv. Pro. No. 12-01047 (CGM), (Bankr. S.D.N.Y.), Bankruptcy Judge Cecelia G. Morris denies the motion to dismiss filed by the Defendant Koch Industries, Inc., as successor-in-interest to Koch Investment (UK) Company. Irving Picard, the trustee for the liquidation of Bernard L. Madoff Investment Securities LLC filed this adversary in Bankruptcy Court, in which the main underlying SIPA Proceeding, Adv. Pro. No. 08-01789 (CGM), is pending. The SIPA Proceeding was originally brought in the U.S. District Court for the Southern District of New York as Securities Exchange Commission v. Bernard L. Madoff Investment Securities LLC et al., No. 08-CV-10791, and has been referred to the Bankruptcy Court. In this adversary proceeding the Trustee is seeking to recover subsequent transfers allegedly consisting of BLMIS customer property. The subsequent transfers were derived from investments with BLMIS made by Fairfield Sentry Limited. Fairfield Sentry is considered a "feeder fund" of BLMIS because the intention of the fund was to invest in BLMIS. Following BLMIS's collapse, the Trustee filed this adversary proceeding against Fairfield Sentry and related defendants to avoid and recover fraudulent transfers of customer property in the amount of approximately $3 billion. In 2011, the Trustee settled with Fairfield Sentry. As part of the settlement, Fairfield Sentry consented to a judgment in the amount of $3.054 billion but repaid only $70 million to the BLMIS customer property estate. The Trustee then commenced a number of adversary proceedings against subsequent transferees, like Koch, to recover the approximately $3 billion in missing customer property. The Trustee pleaded the avoidability of the initial transfer (from BLMIS to Fairfield Sentry) by adopting by reference the entirety of the complaint filed against Fairfield Sentry in the adversary proceeding titled Picard v. Fairfield Inv. Fund Ltd., Adv. Pro. No. 09-1239, (S.D.N.Y.). Koch seeks dismissal for failure to state a claim due to the safe harbor provision of the Bankruptcy Code; because its affirmative defenses appear on the face of the complaint; and based on the statute of limitations. On the issue of the safe harbor, the Court adopts the district court's reasoning in: Picard v. Multi-Strategy Fund Ltd. (In re BLMIS), No. 22-CV-06502 (JSR), 2022 WL 16647767 (S.D.N.Y. Nov. 3, 2022). The district court determined that "those defendants who claim the protections of Section 546(e) through a Madoff Securities account agreement but who actually knew that Madoff Securities was a Ponzi scheme are not entitled to the protections of the Section 546(e) safe harbor, and their motions to dismiss the Trustee's claims on this ground must be denied. . . In circumstances in which a transferee was complicit in Madoff Securities' fraud, Section 546(e) does not apply as a matter of its express terms." In the adversary proceeding styled as Picard v. Fairfield Inv. Fund (In re BLMIS), No. 08-01789 (CGM), Adv. No. 09-01239 (CGM), 2021 WL 3477479, at *4 (Bankr. S.D.N.Y. Aug. 6, 2021), the Court has already determined that the Fairfield Complaint contains sufficient allegations of Fairfield Sentry's actual knowledge to defeat the safe harbor defense on a Rule 12(b)(6) motion — it is replete with allegations demonstrating that Fairfield Sentry had actual knowledge that BLMIS was not trading securities. As to the question, whether the safe harbor applies to the initial transfers under the theory that BLMIS' transfers to Fairfield Sentry were made in connection with Fairfield Sentry's contracts with Koch (rather than Fairfield Sentry's contract with BLMIS), the Court rules that it is not answerable on the pleadings. If such a fact-specific determination is needed, the Court will make it with the benefit of a "full factual record." Koch further argues that the payments it received from Fairfield Sentry were given in exchange for the redemption of shares in the Fairfield Sentry fund. If Koch knew at the time it redeemed its shares that the shares were worthless, then it did not receive the subsequent transfer funds "for value" as is required under Section 550. The Court notes that "value" is Koch's burden to plead and prove. The Court holds that whether Koch gave value is a question of fact to be resolved either at the summary judgment stage or at trial. Likewise, the burden of proving good faith falls squarely on Koch. The Court cannot make a determination on Koch's affirmative defense until after a fact-intensive inquiry — discovery is required on this issue. Lastly, Koch seeks dismissal based on the statute of limitations. Section 546(a) provides that the Trustee's "initial transfer" avoidance actions must be brought within two years of the filing of the order of relief in this SIPA case. The Court notes that the Trustee filed his complaint against Fairfield Sentry on May 18, 2009 -- which was well within two years of the filing date of the SIPA liquidation proceeding, which was filed on Dec. 11, 2008. The Trustee commenced his action against Koch on Feb. 9, 2012, which is well within one year after approval of the Trustee's settlement with Sentry. The Court further points out Koch participated in the district court proceedings that challenged the timeliness of the Trustee's subsequent transfer actions and did not appeal. As such, Koch's timeliness arguments are specious and fail as a matter of law. A full-text copy of the Memorandum Decision dated Nov. 21, 2022, is available at https://tinyurl.com/5kydaamf from Leagle.com. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court’s Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors — Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern — assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Jan. 31, 2021, and since his appointment in December 2008, the SIPA Trustee has amassed more than $14.413 billion as a result of recoveries and settlement agreements. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Eligible BLMIS customers have now received almost 70% of their allowed claims, and the SIPA Trustee is optimistic that this figure will rise as the Trustee secure more recoveries and distributions in the future. BLACK DIAMOND: Seeks to Tap The Arriaga Group as Real Estate Broker ------------------------------------------------------------------- Black Diamond Developers, LP and CCC Operations, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire The Arriaga Group to market and sell some of their real properties. The broker will get a commission of 6 percent of the gross sales price and will receive reimbursement for the marketing costs. As disclosed in court filings, The Arriaga Group neither holds nor represents any interest adverse to the Debtors and their estate. The Arriaga Group can be reached through: Adrian Arriaga The Arriaga Group Kerria Plaza 3700 N. 10th Street, Suite 309 P.O. Box 720838 McAllen, TX 78504 Phone: (956) 682-1111 Email: adrian@aaare.com About Black Diamond Developers Black Diamond Developers, LP owns and operates a golf course and country club called The Cimarron Country Club, in Mission, Texas. Black Diamond and affiliate, CCC Operations, LLC, filed for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-70179) on Nov. 3, 2022. Catherine Stone Curtis has been appointed as Subchapter V trustee. At the time of the filing, Black Diamond reported up to $10 million in assets and up to $500,000 in liabilities while CCC Operations reported up to $50,000 in assets and up to $500,000 in liabilities. Judge Eduardo V. Rodriguez oversees the cases. The Debtors are represented by Matthew Brian Probus, Esq., at The Probus Law Firm. BUFFALO STATION: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Buffalo Station, LLC dba Winchester; dba Buffalo Station Apartments 330 Madeline Lane Burleson, TX 76028 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 5, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-42943 Judge: Hon. Edward L. Morris Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bo Fontana as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/D76BB2I/Buffalo_Station_LLC__txnbke-22-42943__0001.0.pdf?mcid=tGE4TAMA CAREPARTH HEALTHCARE: $678K Sale of Frankston Asset to Duval OK'd ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Careparth Healthcare System, LLP's sale of the property located at 143 Weldon St., in Frankston, Texas 75763, to Franz Duval for $677,725. The Sale is free and clear of all liens, interests, claims and encumbrances, except for the liens that secure 2022 ad valorem taxes which will remain attached to the Property and will become the responsibility of the Purchaser, with all such liens, interests, claims and encumbrances to reattach to the proceeds of sale, less the Closing Costs. The Debtor will cause and instruct the title company coordinating the sale of the Property to pay in full from the proceeds of the sale of the Property, and the Debtor is authorized and directed to pay, the amounts as follows: A. all reasonable, customary and usual costs of Closing in the sale of the Property including, without limitation, title policy cost, ad valorem real property taxes for years through 2021 and the pro rata share of ad valorem real property taxes for year 2022, in each case owed with 11 U.S.C. sections 506(b) and 511 interest at the state statutory rate of 1% per month, attorney and documents fees, and the contractually agreed upon real estate commission (collectively, the "Closing Costs"); and B. All remaining proceeds will be paid to the registry of the Court pending further Order of the Court. The Sale is final and will be effective and enforceable immediately upon entry and will not be stayed pursuant to Bankruptcy Rule 6004(h). The bankruptcy case is In re: Careparth Healthcare System, LLP, Case No. 22-41333 (Bankr. N.D. Tex.). CAREPARTH HEALTHCARE: $678K Sale of Frankston Property Approved --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas enters an Amended Order authorizing Careparth Healthcare System, LLP's sale of the property located at 143 Weldon St., in Frankston, Texas 75763, to Frantz Duval and Jamerson Group, Corp., for $677,725. The Sale is free and clear of all liens, interests, claims and encumbrances, except for the liens that secure 2022 ad valorem taxes which will remain attached to the Property and will become the responsibility of the Purchasers, with all such liens, interests, claims and encumbrances to reattach to the proceeds of sale, less the Closing Costs. At Closing, the Debtor will cause and instruct the title company coordinating the sale of the Property to pay in full from the proceeds of the sale of the Property, and the Debtor is authorized and directed to pay, the amounts as follows: A. all reasonable, customary and usual costs of Closing in the sale of the Property including, without limitation, title policy cost, ad valorem real property taxes for years through 2021 and the pro rata share of ad valorem real property taxes for year 2022, in each case owed with 11 U.S.C. sections 506(b) and 511 interest at the state statutory rate of 1 % per month, attorney and documents fees, and the contractually agreed upon real commission. B. the sum of $382,722.16 to Pinnacle Bank by wire transfer directly from the title company at closing based upon an anticipated closing date of Nov. 30, 2022. This sum will fully resolve and discharge all claims of Pinnacle Bank as of the Closing Date. C. All remaining proceeds will be paid to the registry of the Court pending its further Order. The Sale is final and will be effective and enforceable immediately upon entry and will not be stayed pursuant to Bankruptcy Rule 6004(h). The bankruptcy case is In re: Careparth Healthcare System, LLP, Case No. 22-41333 (Bankr. N.D. Tex.). CARIBBEAN BANANA: Plan Deadline Extended to Jan. 30 --------------------------------------------------- Judge Maria De Los Angeles Gonzalez has entered an order granting the motion filed by Caribbean Banana Inc. requesting an extension of time of 90 days, until Jan. 30, 2023, to file a Disclosure Statement and Plan. In seeking an extension, the Debtor explained that before the established deadline, the Debtor and its financial consultants were diligently working on the income projections to propose a feasible plan. However, due to the passage of the Hurricane Fiona during the month of September 2022, the Debtor's farm was devastated and considerably damaged resulting in the considerable loss of its fruit harvest. This unexpected situation temporarily changed Debtor's income projections and financial ability to fund the plan. Accordingly, Debtor could not file within the original timeline established. On Oct. 19, 2022, this Honorable Court entered an Order to Show Cause ordering Debtor to show cause within 14 days as to why the case should not be dismissed for failure to file a disclosure statement and plan by Sept. 5, 2022. The passage of Hurricane Fiona over the island resulted in extreme devastation to Debtor's farm to the point that most of its fruit's harvest was lost. The Debtor's income highly depends on the sale of bananas. With a damaged harvest, it was impossible for the Debtor to produce and sell enough product at the same level as before. The reasonable timeframe to rebuild its harvest is estimated between 6-10 months. The Debtor had insurance for its plantation in the event of a natural disaster and is currently working with the insurance company to obtain some reimbursement for the losses but such process requires investigation and additional time before funds can be released. Further, the Debtor may qualify for government assistance under certain agriculture programs but at this point it does not have a certain date as to when it can receive funds under any assistance program. The Debtor and its financial consultants are working towards obtaining as much funds as possible from any applicable government assistance program and from its private insurance company. The purpose to obtain such funds is to rehabilitate the harvest so that the Debtor can produce again at the same level as before and to propose a feasible plan possibly considering devoting income to the plan from such expected funds. Consequently, Debtor needs additional time to assess its financial situation taking in consideration the funds expected from governmental assistance and the insurance company. Further, additional time is needed for the Debtor to rehabilitate its planation so it can re-start the sales of bananas which would result in income. About Caribbean Banana Caribbean Banana, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-01302) on May 6, 2022, listing as much as $500,000 in both assets and liabilities. Honorable Bankruptcy Judge Maria De Los Angeles Gonzalez oversees the case. Enrique Almeida Bernal, Esq., and Zelma B. Davila, Esq., at Almeida & Davila, P.S.C. are the Debtor's bankruptcy attorneys. CC HILLCREST: Court OKs Interim OK to Access Cash Collateral ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized CC Hillcrest, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to continue the operation of its business. The Debtor is a party to a Loan Agreement dated as of September 17, 2020, with NEF Preservation PB Fund I LP. The Debtor also executed a Promissory Note in the principal amount of $18.575 million in favor of the Secured Lender, and a Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases and Rents in favor of the Secured Lender. NEF asserts that, pursuant to the Loan Documents, substantially all of the Debtor's assets are subject to the prepetition liens of the Secured Lender including liens on rents. As adequate protection, the Secured Lender is granted valid, binding, enforceable, and automatically perfected liens first priority replacement and additional liens and security interests. The Post-Petition Liens granted to the Secured Lender in the Order are automatically perfected without the need for filing of a UCC-1 financing statement with the Secretary of State's Office or any other such act of perfection. To the extent the Post-Petition Liens are not sufficient to adequately protect the Secured Lender for the diminution in value of its interests, the Secured Lender will have an allowed super-priority administrative expense claim as set forth under section 364(c)(1) of the Bankruptcy Code. As additional adequate protection, the Debtor will pay monthly debt service payments that would be required under the Loan Documents, at the dates and times required under the Loan Documents. A further hearing on the matter is scheduled for December 19, 2022, at 1:30 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3VTkUkE from PacerMonitor.com. The Debtor projects $207,327 in gross income and $6,514 in total administrative expenses on a monthly basis. About CC Hillcrest, LLC CC Hillcrest, LLC operates an apartment complex in Mesquite, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-31362) on July 29, 2022. In the petition signed by Jared Remington, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Scott W. Everett oversees the case. Joyce W. Lindauer Attorney, PLLC, is the Debtor's counsel. CITE LLC: HRE Sells Lake Point Tower Penthouse Restaurant --------------------------------------------------------- Hilco Real Estate, LLC (HRE) was chosen as part of a competitive process by the Subchapter V, Chapter 11 Bankruptcy Trustee, Robert Handler, to offer and sell a storied penthouse restaurant perched atop Lake Point Tower in downtown Chicago, Illinois. The property consists of a 5,200± square foot penthouse unit and four commercial spaces on the building's second floor totaling approximately 2,650± square feet. The former tenant, Cite, a local high-end restaurant, filed for bankruptcy after calling Lake Point Tower home for more than 30 years. The pandemic took its toll, and the owner was unable to implement a reorganization plan as part of the bankruptcy. As such, all of the restaurant's assets were slated for liquidation, including the owned real estate in Lake Point Tower. The court-appointed Trustee and acting seller was uncertain of the ultimate recovery a sales process could yield. The minimum bid for the real estate was set at $4 million. HRE immediately implemented a two-pronged national marketing campaign, targeting both commercial and residential buyers, that garnered over 200 direct inquiries from across the country, multiple tours with well-qualified groups, and resulted in numerous offers. HRE then conducted a multi-phased competitive bid process in which the ultimate sale price of $4,680,000 exceeded the required minimum bid by 17%. Chet Evans, vice president, said of the sale, "We are thrilled that the sale will allow Lake Point Tower to benefit from the potential value add of an incoming restaurant that will be putting money into the space and, more importantly, will represent a significant building amenity. Simultaneously, our strategic sale process allowed the seller to maximize the property's value and minimize the time and costs that would be typical in a conventional Subchapter V, Chapter 11 Bankruptcy sale process." About Hilco Real Estate Hilco Real Estate, LLC , a unit of Hilco Global, is headquartered in Northbrook, Illinois. HRE is a national provider of accelerated real estate disposition services for corporations, lenders, servicers, receivers, bankruptcy attorneys, estates, private owners, investment companies as well as local, state and federal government agencies. Acting as an agent or principal, HRE applies its vast experience to advise and execute strategies, helping both healthy and distressed clients to derive maximum value from their real estate assets. By leveraging multi-faceted sales strategies and techniques, aggressive repositioning and restructuring experience, a vast and motivated network of buyers and sellers, and substantial access to capital, HRE exceeds expectations even in the most complex transactions. About Cite LLC Cite LLC, an American restaurant business, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-13730) on Dec. 3, 2021. In the petition signed by Evangeline Gouletas, managing member, the Debtor disclosed $5,517,547 in total assets and $7,945,223 in total liabilities. Judge Janet S. Baer oversees the case. The Golding Law Offices, PC serves as the Debtor's counsel. Robert Handler has been appointed as Subchapter V Trustee of Cite LLC. CLAREHOUSE LIVING: No Decline in Patient Care, 5th PCO Report Says ------------------------------------------------------------------ Melanie McNeil, Esq., the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a fifth report regarding the quality of patient care provided at Clarehouse Living, Inc.'s personal care homes in Powder Springs, Ga. The PCO on Nov. 4 visited the two facilities operated by Clarehouse Living and reported as follows: * The PCO visited Clare House 1 with 12 residents, and direct care staff. No complaints were made. Residents seemed happy with their care. One resident was at a doctor appointment. The ombudsman representative received no complaints. The ombudsman representative did not observe any safety concerns. It was reported that the staff are stable. This building was cluttered again. The ombudsman representative mentioned this to staff. The facility had adequate food and supplies. No decline in care was noted. * The PCO visited Clare House II with two residents, and direct care staff. No complaints were made. Residents seemed happy with the level of care they were receiving. The ombudsman representative noted that staff seemed a bit uncomfortable with the visit. One new staff person was observed. No decline in care was noted. The PCO is not aware of any significant change in facility conditions or decline in resident care for these personal care homes since her appointment. A copy of the fifth ombudsman report is available for free at https://bit.ly/3iha61e from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor (Mail) Atlanta, GA 30303 Cell: 404-416-0211 Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov About Clarehouse Living Clarehouse Living, Inc. is an operator of a licensed personal care home for elderly or disabled residents in Georgia. Clarehouse Living sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-50035) on Jan. 3, 2022, with up to $1 million in both assets and liabilities. Judge Lisa Ritchey Craig oversees the case. Ian M. Falcone, Esq., at Falcone Law Firm, PC is the Debtor's counsel. Melanie S. McNeil, Esq., is the patient care ombudsman appointed in the Debtor's case. CNBX PHARMACEUTICALS: Incurs $3.7M Net Loss in FY Ended Aug. 31 --------------------------------------------------------------- CNBX Pharmaceuticals Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $3.72 million for the year ended Aug. 31, 2022, compared to a net loss of $3.19 million for the year ended Aug. 31, 2021. As of Aug. 31, 2022, the Company had $811,166 in total assets, $2.44 million in total current liabilities, and a total stockholders' deficit of $1.63 million. Tel - Aviv, Israel-based Weinstein International. C.P.A., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 29, 2022, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1343009/000168316822008095/cnbx_i10k-083122.htm About CNBX Pharmaceuticals CNBX Pharmaceuticals Inc. is a clinical-stage company specializing in the discovery, development and commercialization of novel cannabinoid-based products and innovative technologies for the treatment of cancer. COHERENT CORP: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Coherent Corp.'s 'BB' Long-Term Issuer Default Rating. Fitch has also affirmed the 'BBB-'/'RR1' senior first lien facilities and the senior unsecured notes at 'BB'/'RR4'. The Rating Outlook is Stable. The rating action comes upon the company's recent closing on the acquisition of Coherent, Inc. and associated debt issuance as part of the total consideration. Fitch's actions affect approximately $4.1 billion of drawn and committed debt. KEY RATING DRIVERS Compelling Combination: Fitch believes the now complete combination with Coherent, Inc. provides several improvements to the credit profile including greater diversification and increased scale. The 2019 acquisition of Finisar Corp. resulted in revenue concentration of sales into communication applications ranging 60% - 70%. In contrast, communications revenue represented just 44% of the total in the most recent quarter, followed by industrial at 34%, electronics at 13% and instrumentation at 9%. Fitch believes the improved diversification will reduce earnings volatility and de-risk the revenue base relative to specific product and end-market cycles. In addition, the combination results in significantly greater scale that is approximately 1.5x to 3.5x larger than its principal competitors. The increased scale provides higher manufacturing efficiency, enhanced supply chain procurement, and the benefits of infeed -- reflected in structurally higher gross margins. Additionally, R&D scale, which is now two-and-a-half to three-and-a-half times greater than Coherent's main competitors, enables greater development efficiencies but also positions the combined entity to reap the benefits of key secular trends. Margin Expansion Potential: Management has set a target of achieving $250 million in cost synergies within three years, enabling the combined company to expand its operating EBITDA margin from approximately 25% to the 27%-29% range over the forecast horizon. In addition, Fitch believes successful execution on the robust cost reduction program will serve to limit potential margin degradation in the near-term environment where macroeconomic headwinds are rising. Fitch views the plan as highly credible given Coherent's demonstrated track record of achieving synergy targets as seen following the Finisar transaction, where the management generated synergies that were approximately 33% higher than original targets, despite absorbing the impacts of COVID-19, trade bans impacting large customers, including Huawei and ZTE, and delayed qualification of a key 3D sensing facility. The new Coherent is targeting 60% of the synergies from gross margin improvement via procurement, infeed and supply chain functional savings, and the balance of 40% through R&D efficiencies and consolidation of corporate and functional operating expense. Leverage Profile: Fitch estimates pro forma gross leverage near 4x at Sept. 30, 2022, excluding the targeted $250 million in synergies. Fitch expects Coherent to reduce its leverage to approximately 3.0x within two years under its base case forecasts, which are conservative to management's, providing sufficient headroom to its 3.5x negative leverage sensitivity. To that end, management has committed to achieving 2.5x gross leverage (by its definition) within two years of the transaction close, which Fitch views as strong for the rating. Management initially committed to achieving 3.0x gross leverage but subsequently revised its target downwards in addition to reducing its proposed debt quantum by $135 million. Fitch sees growing risk that end-market demand could attenuate from very strong levels at present, leading to a cyclical downturn in CY23. Under such a scenario, Fitch believes management's deleveraging timeline may be delayed by up to a year to the extent a cyclical downturn is more severe in nature (approaching that seen during CY20). However, examining historical pro forma combined results of legacy II-VI, Finisar, and Coherent suggests the combined entities' cyclicality is likely to be more measured, particularly relative to legacy Coherent Inc.'s standalone cyclicality. Integration Risk: Given the delayed closing, there will be materially less integration overlap between Finisar and Coherent, Inc. as efforts regarding the former are mostly complete. Fitch believes management's track record integrating Finisar serves as a blueprint for integrating Coherent, Inc.. The company's revenue and margin profile are roughly comparable to Finisar's at the time of its acquisition. While the company's performance in FY21 is approximately 20% weaker on top line and 35% weaker on margin relative to expectations at the time of the Finisar transaction, the company's disciplined management led to cash flow from operations being only 10% weaker than forecast and FCF being 16% stronger. Underperformance has been largely due to external factors (as discussed above) including trading bans with key global customers as well as the coronavirus pandemic. To the extent the current strategy and business case takes longer to perform or there are additional exogenous shocks, the company may be unable to achieve its leverage target, pressuring credit protection metrics. DERIVATION SUMMARY Coherent compares with direct competitor MKS Instruments (BB+/Stable) following its own acquisition of Atotech Limited. On a pro forma basis, the two companies have similar revenue scale and target comparable operating EBITDA margins. Financial policies and gross leverage for the two companies are similar as well. Coherent compares with Viavi Solutions (BB/Stable), which produces optical filters for 3D sensing. Viavi has smaller revenue scale, comparable operating EBITDA margin. Gross leverage is currently lower for Viavi due to an absence of actionable M&A opportunities, but financial policies are similar and Fitch expects leverage levels to converge over time. Broadcom (BBB-/Stable) is a direct competitor with Coherent in semiconductor diodes for industrial and consumer markets. Broadcom has substantially greater revenue scale, comparable operating EBITDA margin, and lower gross leverage. The company also has diversified its portfolio to include enterprise software. Fitch assigns 100% equity credit to mandatorily convertible preferred stock. Fitch does not consider Coherent's redeemable convertible preferred stock held by an affiliate of strategic investor Bain Capital Private Equity, LP to be debt. No parent-subsidiary linkage or operating environment factor was in effect for these ratings. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: - Organic growth of 6.5% in FY23 due to increasing macroeconomic pressures, gradually accelerating to 15% per annum, consistent with end-market forecasts; - EBITDA margin compression of 20 bps in FY23 due to acquisition and operating deleverage, partially offset by synergy achievement, followed by expansion to 27.4% over the remaining forecast horizon; - Assumed $220 million of cost synergies realized by FY26 (third full-year), just under 90% of management target, with a near equal cadence of completion; - Between $500 million and $575 million capex annually; - No share repurchases or additional M&A contemplated over the rating horizon. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Total debt with equity credit/operating EBITDA sustained below 3.0x; - (CFO - capex)/Total debt with equity credit sustained above 12.5%; - Demonstrated traction in key growth businesses. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Total debt with equity credit/operating EBITDA sustained above 3.5x; - (CFO - capex)/Total debt with equity credit sustained below 7.5%; - Near-term growth market challenges; - Shift to a more aggressive financial policy. LIQUIDITY AND DEBT STRUCTURE Fitch views Coherent's liquidity position as strong and sufficient to absorb a potential adverse environment. As of Sept. 30, 2022, following the close of the acquisition, liquidity is comprised of nearly $900 million of cash and $285 million of availability under the $350 million RCF. Going forward, the company expects to operate with at least $500 million of readily available cash, above the $300 million-$400 million minimum balances prior to the transaction. Liquidity is further supported by Fitch's expectation for close to $600 million in aggregate FCF over the rating horizon and by a benign maturity schedule with the earliest material maturity in fiscal 2028. ISSUER PROFILE Coherent is a vertically-integrated manufacturing company that develops, manufactures and markets engineered materials and optoelectronic components and devices for use in industrial materials processing, optical communications, aerospace and defense, consumer electronics, semiconductor capital equipment, life sciences and automotive applications. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Coherent Corp. LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB senior secured LT BBB- Affirmed RR1 BBB- CONFLUENT HEALTH: Moody's Alters Outlook on 'B3' CFR to Stable -------------------------------------------------------------- Moody's Investors Service revised Confluent Health, LLC's outlook to stable from positive. At the same time, Moody's affirmed Confluent's B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 ratings on the senior secured first lien credit facilities including the revolving credit facility, first lien term loan, and delayed draw first lien term loan. The stabilization of the outlook reflects Moody's expectation that Confluent's financial leverage will remain elevated over the next 12 to 18 months. This reflects the company's continued aggressive growth strategy and ongoing industry-wide labor pressure. While Confluent has ramped up hiring of physical therapists in recent months, Moody's expects wage inflation and industry-wide labor shortages will remain a headwind in the deleveraging process. Debt to EBITDA was 6.3x as of June 30, 2022. Moody's expects leverage to remain above 5.5x over the next 12 to 18 months. Moody's affirmation of the B3 CFR reflects Confluent's track record of organic growth, good profit margins, low working capital requirements, and low capital expenditure needs. Moody's took the following rating actions: Affirmations: Issuer: Confluent Health, LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Gtd Senior Secured 1st Lien Term Loan, Affirmed B3 (LGD3) Gtd Senior Secured 1st Lien Delayed Draw Term Loan, Affirmed B3 (LGD3) Gtd Senior Secured 1st Lien Revolving Credit Facility, Affirmed B3 (LGD3) Outlook Actions: Issuer: Confluent Health, LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE Confluent's B3 Corporate Family Rating reflects its elevated leverage at 6.3x on a Moody's adjusted basis, and integration risk related to the company's ongoing acquisition strategy. This risk is amplified by the tight labor market. Moody's expects that staffing pressures facing the industry combined with additional debt funded acquisitions will challenge the company's ability to materially reduce leverage in the next 12 to 18 months. The rating also reflects the relatively low barriers to entry in the physical therapy business. There is also risk of market oversaturation given the rapid expansion of Confluent and many of its competitors. The rating is supported by Confluent's track record of organic growth, good profit margins, low working capital requirements, and low capital expenditure needs. Moody's expects that the demand for physical therapy will continue to grow given it is relatively low-cost and as an alternative to more expensive treatments or opioid pain management. In its stable outlook, Moody's expects Confluent's leverage to remain above 5.5x over the next 12-18 months. Moody's also expects the company will continue to successfully execute its growth strategy while maintaining adequate liquidity. Moody's considers Confluent to have adequate liquidity. The company has historically generated positive free cash flow, though limited by growth and acquisition spending. Moody's expects annual free cash flow of approximately $20 million in 2023. Liquidity is supported by the company's approximately $9 million of cash, full availability on its revolving credit facility, and $80 million of availability on the delayed draw term loan at June 30, 2022. A substantial portion of Confluent's debt is hedged through at least February 2024, thus reducing the company's exposure to rising interest rates. ESG CONSIDERATIONS Confluent Health's credit impact score is highly negative (CIS-4), reflecting its highly negative exposure to social risks (S-4) in providing physical therapy services amid rising concerns around the access and affordability of healthcare services. The company is exposed to both labor pressures and wage inflation given its large workforce of physical therapists. Additionally, the company relies on Medicare and Medicaid for a portion of reimbursement. Any reimbursement changes will directly impact revenue and profitability. Exposure to governance considerations is also highly negative (G-4); this reflects aggressive financial policy, including moderately high financial leverage and a history of debt-funded new clinic openings and clinic acquisitions under private equity ownership. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if the company's liquidity weakens or if the company fails to effectively manage its rapid growth. Further, if the company's operating performance deteriorates, or it pursues more aggressive financial policies, the ratings could be downgraded. An upgrade is possible if Confluent materially increases its size and scale and demonstrates stable organic growth at the same time it effectively executes on its expansion strategy. Additionally, adjusted debt/EBITDA sustained below 5.5 times and improved liquidity could support an upgrade. Confluent Health, LLC, headquartered in Louisville, Kentucky, is a provider of physical rehabilitation services which includes outpatient physical therapy, workplace injury prevention programming, and advanced education courses and degrees for physical therapists and occupational therapists. The company owned and/or operated 529 clinics in 28 states as of June 30, 2022. The company's financial sponsor is Partners Group, a Swiss based private equity firm with a regional headquarters in Denver, CO. The company's revenues were $450 million for the twelve months ending September 30, 2022. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CORE SCIENTIFIC: Posts $1.7 Billion Loss in 9 Months of 2022 ------------------------------------------------------------ Core Scientific Inc., the largest U.S. publicly-traded Bitcoin mining company in computing power, said its loss for the first nine months of 2022 climbed to over $1.7 billion. David Pan of Bloomberg News reports that the Company is one of the hardest hit miners with low Bitcoin prices depressing mining revenue to a record low. Rising energy costs and more competition among miners have plummeted profit margins. Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. It had a loss of $434 million on $162.57 million of revenue in the third quarter ended Sept. 30, 2022, compared with a loss of $16.63 million on $113.1 million of revenue in the same period in 2021. "During the three months ended September 30, 2022, the average price of bitcoin declined to $21,324 compared to $32,502 for the three months ended June 30, 2022, which reduced digital asset mining revenue to $80.5 million for the three months ended September 30, 2022 as compared to $109.8 million for the three months ended June 30, 2022. At the same time the Company's power costs in its Mining Segment increased to $47.1 million for the three months ended September 30, 2022 as compared to $32.2 million for the three months ended June 30, 2022, reflecting increases in both power usage and power rates. These factors contributed to the Company's gross loss of $27.1 million for the three months ended September 30, 2022 as compared to a gross profit of $12.7 million for the three months ended June 30, 2022. Additionally, during the nine months ended September 30, 2022 the Company had $217.7 million of deposits paid for blockchain computing equipment and $243.8 million paid for purchases of property, plant and equipment used towards construction projects which has contributed to the Company’s significant indebtedness, including notes payable with a carrying value of $977.6 million as of September 30, 2022 and finance lease liabilities with a carrying value of $73.0 million as of September 30, 2022. In addition, in July 2022, one of the Company's largest customers filed for voluntary relief under chapter 11 of the United States Bankruptcy Code. As a result of these and other factors, the Company will require additional liquidity to continue its operations through November 2023. However, the ability to raise funds through financing and capital market transactions is subject to many risks and uncertainties and current market conditions have reduced the availability of these capital and liquidity sources. The Company anticipates that existing cash resources will be depleted by the end of 2022 or sooner. Given the uncertainty regarding the Company's financial condition, substantial doubt exists about the Company's ability to continue as a going concern through November 2023," the Company said in its Form 10-Q for the quarter ended Sept. 30, 2022. In July 2022, one of the Company's largest customers, Celsius Mining LLC, along with its parent company and certain affiliates, filed for voluntary relief under chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the Southern District of New York. On Sept. 28, 2022, Celsius filed a motion in the chapter 11 case alleging that the Company is violating the automatic stay with respect to the Master Services Agreement between Celsius and the Company (the "Celsius Agreement"). Celsius is also using its Chapter 11 proceeding to withhold payment of certain charges billed to Celsius pursuant to the Celsius Agreement. The Company strongly disagrees with the allegations made in the Celsius motion and the interpretation of the Celsius Agreement espoused therein and is vigorously defending its interests, including seeking resolution from the bankruptcy court and payment of any outstanding amounts owed under the Celsius Agreement (subject to applicable bankruptcy law in the Celsius chapter 11 case). The parties have agreed to stay the proceedings, including the evidentiary hearing scheduled for Nov. 18, 2022. There can be no guarantee that the bankruptcy court will rule in the Company's favor in a timely manner or that Celsius will honor the terms of the Celsius Agreement. An adverse ruling by the bankruptcy court that provides Celsius the benefits of the Company's hosting services without Celsius fully paying the costs of such services would have a material effect on the Company's business, financial condition, results of operations and cash flows. As of Sept. 30, 2022, the Company had accrued $5.2 million as an allowance against amounts due from Celsius. About Core Scientific Core Scientific, Inc. (NASDAQ: CORZ) is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. At June 30, 2022, the Company had total assets of US$1.84 billion and total liabilities of US$1.43 billion. COVE RUN: Gets OK to Hire Lorie Smith Meadows as Accountant ----------------------------------------------------------- Cove Run, LLC received approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire Lorie Smith Meadows, PLLC as its accountant. The Debtor requires an accountant to prepare its monthly operating reports; file payroll and corporate tax returns; and assist in the preparation of financial projections. The firm will charge $150 per hour for its services. As disclosed in court filings, Lorie Smith Meadows does not represent interests adverse to the Debtor and its estate. The firm can be reached through: Lorie Meadows Lorie Smith Meadows, PLLC 13059 Winfield Rd Winfield, WV 25213 Phone: 304-586-9677 Email: lsmpllc@frontier.com About Cove Run Cove Run, LLC, an excavating contractor in Anmoore, W.Va., filed its voluntary petition for relief under Chapter of the Bankruptcy Code (Bankr. N.D.W.V. Case No. 22-00478) on Nov. 3, 2022, with up to $50,000 in assets and up to $10 million in liabilities. Christopher M. Wolfe, member, signed the petition. Judge David L. Bissett oversees the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee and Lorie Smith Meadows, PLLC serve as the Debtor's legal counsel and accountant, respectively. CUREPOINT LLC: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized David A. Wender, the chapter 11 trustee of Curepoint, LLC, to use cash collateral on an interim basis in accordance with the Trustee's Amended Budget, with a 15% variance. The Trustee alleges that an immediate need exists to use cash collateral to fund not only the Debtor's operations but also to satisfy professional fees (RLKG Fees, ES Fees, SOLIC Fees and US Trustee Fees). A schedule of the Debtor's revenues and cash requirements up and through January 14, 2023, is set forth in the Trustee's amended budget. To provide adequate protection for the Debtor's use of the cash collateral, lenders, to the extent they hold a valid lien, security interest, or right of setoff as of the Petition Date under applicable law, are granted a valid and properly perfected replacement lien on all property acquired by the Debtor after the Petition Date. The Adequate Protection Lien will be deemed automatically valid and perfected upon entry of the Order. As previously reported by the Troubled Company Reporter, multiple merchant cash advance companies assert liens on the Debtor's cash collateral. Because the MCAs file UCC-1 financing statements through a servicer, such as Corporation Service Company, it is impossible at this stage to determine which MCA asserts a first position interest in the Debtor's cash collateral. The lenders that may assert an interest in the Debtor's cash collateral are CLG Servicing, LLC, Lafayette Bank, NFG Advance, LLC, Parkview Advance, LLC, PointOne Capital, LLC, U.S. Small Business Administration, AMOA Finance, LLC, and First Liberty Building and Loan. A final hearing on the Cash Collateral Motion is scheduled for January 12, 2023. A copy of the order is available at https://bit.ly/3iAiOb5 from PacerMonitor.com. About Curepoint LLC Curepoint, LLC -- https://www.curepointcancer.com/ -- provides radiation treatment for cancer patients at its facility in Dublin, Ga. Curepoint filed a petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 22-56501) on Aug. 19, 2022, with between $1 million and $10 million in both assets and liabilities. Phillip Miles, designated officer, signed the petition. Judge Jeffery W. Cavender oversees the case. Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the Debtor's counsel. David A. Wender, the Chapter 11 trustee appointed in the Debtor's case, is represented by Eversheds Sutherland (US), LLP. CUSTOM ALLOY: $934,000 Loan for Equipment Purchase Has Final OK --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Custom Alloy Corporation and CAC Michigan, LLC to use cash collateral and obtain post-petition financing, on a final basis. The Debtors sought authority to enter into a Supplier Development Fund Agreement pursuant to which Electric Boat Corporation will be granted a senior secured post-petition purchase money security interest in certain equipment to be acquired by the Debtor described as a Schloemann 4,000-ton Double Acting Extrusion Press Line, TrueForge Re: 25511. The Debtor has an immediate and critical need to obtain postpetition financing under the SDF Agreement to acquire the Equipment. The Debtor needs the SDF Equipment to fulfill its contracts with Electric Boat. The Debtor's contracts with EB are critical to the national defense. The funding for the SDF Equipment derives from a special program that the United States Navy has established in connection with the 2019 and 2020 National Defense Authorization Act. Under the SDF program, the Navy has provided certain funding to EB to distribute to its subcontractors and the recipients of the funds are required to grant EB a lien in the equipment that is acquired. Under the purchase orders for the SDF Equipment, the Debtors were required to pay $786,750 by no later than November 7, 2022, for the SDF Equipment to be shipped from Korea. Without approval of the loan in this amount on an interim basis, the SDF Equipment would not have shipped. An additional $146,330 will be due when the SDF Equipment arrives in the U.S. and is ready to be transported to the Debtor's North Carolina facility. The Court has previously authorized the Debtor to borrow $786,750 on an interim basis and by the Order approves the additional borrowing of $146,330, for a total borrowing of $934,000 on a final basis. The Debtor is authorized to execute the SDF Credit Documents, including the SDF Agreement and such additional documents, instruments, and agreements as may be reasonably required by EB to implement the terms or effectuate the purposes of this Order. The Debtor is authorized to borrow $934,000 on a final basis and to use the funds that are borrowed solely for purposes of paying the amounts due to acquire the SDF Equipment. As adequate protection, EB is granted a valid, enforceable, unavoidable, and fully perfected security interests in and liens and mortgages upon the SDF Equipment. The Debtors and EB have stipulated and represented to the Court that, of the $934,000 purchase price of the SDF Equipment, $550,000 represents the cost of the SDF Equipment, the balance of the purchase price represents the cost of shipping the equipment to the Debtor's North Carolina facility. A copy of the order is available at https://bit.ly/3Uvj1ty from PacerMonitor.com. About Custom Alloy Corporation Custom Alloy Corporation is a manufacturer of specialty metals for seamless and welded pipe fittings & forgings, predominantly for customers requiring time-critical maintenance or repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N. J. Case No. 22-18143) on October 13, 2022. In the petition signed by Adam M. Ambielli, CEO and president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Michael B. Kaplan oversees the case. Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's counsel. CVR ENERGY: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed CVR Energy, Inc.'s (CVI) Long-Term Issuer Default Rating (IDR) at 'BB-'. Fitch has also affirmed the unsecured notes at 'BB-'/'RR4'. The Rating Outlook is Stable. CVI's ratings reflect its medium-sized operations, an average complexity rating of 10.8, and relatively low operating costs. The company (excluding non-recourse CVR Partners) has approximately $746 million in liquidity as of Sept. 30, 2022 and no near-term maturities, which should provide for more than adequate ability to service current operations. The renewable diesel conversion was completed in April 2022 with CVI continuing to increase production which should help reduce environmental obligations. These factors are offset by the company's relatively small size, exposure to volatile crack spreads and oil differentials, and historically, high shareholder distributions. The Nitrogen Fertilizer segment is non-recourse, although it can be a source of cash at times through its approximately 37% ownership and corresponding distributions. KEY RATING DRIVERS Adequate Liquidity: Fitch believes CVI has adequate liquidity with cash on hand of $499 million and availability under its undrawn revolver of $247 million as of Sept. 30, 2022, excluding CVR Partners. Fitch will monitor cash balances closely going forward given the higher reliance on cash following the shift in structural liquidity recently with the reduction in the credit facility. CVI recently extended the credit facility to June 2027 from November 2022 and reduced the facility to $275 million from $400 million. The company has historically not drawn on the facility with letters of credit currently outstanding. The next bond maturity is not until February 2025. Fitch expects CVI to generate positive FCF over the forecasted period assuming refinery economics gradually return to pre-pandemic levels. CVR Partners is non-recourse but must distribute all of its available cash less reserves (as defined) to unit holders. CVI's approximate 37% ownership of CVR Partners implies these distributions could be an additional source of liquidity. CVI historically had an aggressive dividend policy and has paid $4.80 per share YTD through ordinary and special dividends funded with positive FCF. Fitch forecasts lower than typical distributions given the potential need for capital to meet environmental regulations. Strong YTD Results: North American refiners experienced blockbuster YTD results, driven by record crack spreads, with NYMEX 2-1-1 and Group 3 2-1-1 spreads in the $40-$50/barrel for much of the driving season, versus normalized levels in the $10-$20 range. Strong YTD results were driven by recovering product demand, low inventories, market dislocations from Russian sanctions, and structural reductions in U.S. and global refining capacity. Crack spreads decreased in Q3 but remain well above midcycle levels. As calculated by Fitch, CVI generated FCF of just under $700 million YTD compared to negative FCF in 2020 and 2021. Cautious Macroeconomic Outlook: Fitch remains cautious given refining remains one of the most cyclical corporate sectors, and is subject to periods of boom and bust, with sharp swings in crack spreads over the cycle. Despite record YTD results and a good line of sight for an above-midcycle 2023, Fitch's outlook for the sector remains cautious. Fitch expects the Russia-Ukraine conflict, high inflation, and restrictive global central bank policies to lower global GDP growth and result in a mild recession in the U.S., which could accelerate demand destruction for the industry. Other challenges include increased Chinese fuel exports, incremental refinery capacity growth in the Middle East and Asia, and long-term secular growth issues from decarbonization trends and electric vehicles that would reduce the demand for hydrocarbons. Challenging Regulatory Environment: Fitch believes CVI's renewable identification numbers (RINs) obligations will be manageable in the near term. RIN prices remained elevated throughout 2022. . CVI has reduced its RIN exposure through increased biodiesel blending and renewable diesel production. CVI completed their renewable diesel project in April 2022. CVI's Wynnewood refinery previously received a Small Refinery Exemption (SRE) that also reduced RIN exposure. The company has been denied this exemption since 2019 and is pursuing legal action to regain it. Fitch's forecasts do not assume an exemption given the uncertainty of this issue. Renewable Diesel Project: Fitch believes the renewable diesel production acts as a cash flow hedge against rising RINs costs and improves CVI's emissions profile as part of a larger ESG strategy. The company converted its 19,000 barrels per day (bpd) Wynnewood hydrocracker to process 100 million gallons per year of refined, bleached, and deordorized soybean oil and distiller's corn oil to produce renewable diesel and renewable naphtha. This generates credits from the Blended Tax Credit (BTC) and Low Carbon Fuel Standard and reduces CVI's RINs obligations. CVI can return the unit to hydrocarbon processing if the margin differential between renewables and hydrocarbons changes. CVR is also building a pre-treatment unit for processing raw soybean oil, corn oil and animal fats that would reduce the premium paid for pre-treated feedstocks and potentially lower the carbon intensity, generating higher LCFS credit values. The company has identified similar renewable opportunities at its Coffeyville refinery. CVR Partners, LP Affiliate: CVR Partners is non-recourse to the debt issued at CVI and CVR Refining, LP. Fitch notes that CVI recently announced its exploration of the potential spin-off of CVR Partners, which is early in the review process and is expected to take time before a final decision is made. Fitch does not expect CVI will provide credit support to CVR Partners, which is required to distribute its available cash (as defined) to its unit holders. Fitch expects this to be a source of cash for CVI given its ownership of 37% of the units, which could be material during periods of continued high ammonia and UAN prices. Size and Regional Concentration: CVI's ratings reflect the business risk associated with its medium-sized operations and location concentration. Its combined crude oil processing capacity is 206,500 bpd with an average complexity of 10.8, and its plants are located in Group 3 of PADD II. The company's two refineries are strategically located near Cushing, OK, with access to over 250,000 bpd of production across the Midwest. However, CVI is an inland refiner with limited export options. The company has a strong asset portfolio of over 1,100 miles of owned and JV pipelines with over 7 million barrels of crude oil and product storage capacity of 39 LACT units and 115 crude and LPG tractor-trailers. DERIVATION SUMMARY CVI's ratings reflect its status as a medium-sized Mid-Continent complex refiner with two refineries and approximately 206,500bpd of nameplate capacity. The company's refining capacity is smaller than peers Valero Energy Corporation (BBB/Stable) with 3.2 million barrels per day (mmbpd) of throughput capacity and Marathon Petroleum Corporation (BBB/Stable) with 3.0mmbpd. CVI is also smaller than peers PBF Holdings Company Inc. (BB-/Stable) with 973mbpd and HollyFrontier Corporation (BBB-/Stable) with 678,000 barrels of oil equivalent per day (boepd) pro forma for the Sinclair transaction. The company's refining asset quality is strong and advantaged in several ways, such as geographically with a concentration of price-advantaged capacity in the Mid-Continent and operationally with flexibility to take advantage of light, heavy and sour crude. CVI also has strong logistics system that allows the company to easily transport and store crude oil and refined products. Fitch estimates total debt/EBITDA, for 2022 at 1.2x, although this is expected to increase over the forecasted horizon as refining economics revert to pre-pandemic levels. The major differentiator between 'BB' issuers such as CVI and PBF versus 'BBB' peers is primarily size, geographic diversification and business line diversification. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - WTI oil price of $95/bbl in 2022, $81/bbl in 2023, $62/bbl in 2024 and $50/bbl thereafter; - PADD II 2-1-1 crack spreads averaging $37 in 2022 and decreasing to $20 over the forecasted period; - Refinery utilization around 100% over the forecasted period; - Operating expenses reducing back to approximately $5.00 per barrel over the forecasted period; - Assumed positive FCF is used in part for debt reduction between 2023 and 2025, with refinancing of 2025 notes; - Shareholder distributions of $300 million/year over the forecasted period to CVR Energy shareholders (excludes CVR Partners distributions; - Total capex and turnaround spending of $280 million in 2023 and $250 million thereafter; - No assumptions for acquisition, divestitures, stock repurchases, or equity offerings over the forecasted period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Greater earnings diversification and scale, or evidence of lower cash flow volatility; - Reduced exposure to environmental and regulatory obligations due to increase focus on renewables; - Mid-cycle EBITDA leverage at or below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Material reduction in liquidity over a sustained period; - A disproportionate increase in dividends or a share repurchase program that leads to a material reduction in liquidity; - Mid-cycle EBITDA leverage above approximately 3.0x; - Material regulatory changes that can potentially reduce earnings. LIQUIDITY AND DEBT STRUCTURE Sufficient Near-Term Liquidity: CVI (excluding CVR Partners) had $499 million of cash and $247 million of availability under credit facilities as of Sept. 30, 2022. CVR Refining, LP has a $275 million senior secured asset-based lending (ABL) credit facility due June 2027, which was recently extended and reduced to $275 million from $400 million. Only letters of credit of $28 million are currently outstanding. Fitch believes that existing liquidity should allow CVI to support operational and debt obligations in the near term with the expectation that continued improved refining economics will provide more than adequate liquidity over the forecasted time horizon. The next bond maturity is not until 2025. CVR Partners' (fertilizer business) only bond maturity is its $550 million, 6.125% secured note due June 2028. CVI recently announced its exploration of the potential spin-off of CVR Partners. Fitch does not expect CVI to support the credit through a cash infusion however a change in financial policy could result in a negative ratings action. CVI owns approximately 37% of CVR Partners and would benefit from a distribution of CVR Partners' available cash, if applicable. ISSUER PROFILE CVR Energy, Inc. is a diversified holding company that primarily engages in petroleum refining, renewable fuels and nitrogen fertilizer manufacturing. CVR's petroleum segment is composed of two Mid-Continent refineries (Coffeyville and Wynnewood) and associated logistics assets. ESG CONSIDERATIONS CVR Energy, Inc. has an ESG Relevance Score of '4' for Governance Structure as Mr. Carl C. Icahn owns approximately 71% of the voting power of the common stock. The substantial ownership concentration has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- CVR Energy, Inc. LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- DA LUGO INVESTMENT: Unsecured Creditors to Split $400K in 5 Years ----------------------------------------------------------------- Da Lugo Investment, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated November 29, 2022. The Debtor was incorporated on June 28, 2021. The Debtor operated a sports bar/night club in Tampa under the name "Oasis Sports Lounge." On or about May 20, 2022, the Debtor suffered extensive damage from a fire and was forced to cease operations. The Debtor is currently waiting to receive an insurance payment from its insurer, Northfield Insurance Company. The Debtor's Plan will be funded by the current and future income earned by the Debtor, the Debtor's principal, and other third parties. The Debtor's principal is willing to utilize personal funds in the amount of $360,000 to fund any interior build-out in a new location. The Plan proposes to pay creditors of the Debtor from the Debtor's current and future earnings. This Plan provides for 1 class of priority claims; 2 classes of secured claims; 1 class of general unsecured claims; and 1 class of equity security holders. Unsecured creditors holding allowed claims will receive up to one hundred percent of their allowed claim payable over five years. The exact payment percentage depends on the total allowed unsecured claims. Class 1 consists of Priority Claims. The Internal Revenue Service filed an estimated proof of claim [Claim No. 4] in the priority amount of $6,732.15. The State of Florida - Department of Revenue filed a proof of claim [Claim No. 5] in the priority amount of $20,636.96. Any allowed claims will be paid in full within sixty months from the Petition Date, including pre and post confirmation interest accruing at the statutory rate, in equal monthly payments commencing 30 days from the entry of the Confirmation Order. Class 2 consists of the claim of Waters Hospitality LLC. Claimant filed a proof of claim [Claim No. 2] in the amount of $32,236 secured by the personal property of the Debtor. The Debtor has either already surrendered, or will promptly upon request surrender, claimant's collateral to claimant. Claimant will retain its lien to the same extent, validity, and priority as existed pre-petition. Claimant will have the earlier of thirty days from the date of surrender or the Effective Date of Confirmation to seek a general unsecured deficiency claim from the Court, otherwise said claim will be deemed satisfied. Any allowed general unsecured claim will be paid pursuant to Class 4. Class 3 consists of the claim of Keshra Financial, LLC. Claimant has a scheduled claim in the amount of $211,651.89 secured by a lien on the Debtor's 4COP liquor license. The Debtor will continue making payments in accordance with the loan documents. Claimant will retain its lien to the same extent, validity, and priority as existed pre-petition. Class 4 consists of General Unsecured Creditors. The Debtor will pay a total of $400,000 to claimants in this class. Claimants shall receive a pro rata distributions of the $400,000 with the caveat that no claimant shall receive more than 100% of its allowed claim. The Debtor will tender a total of sixteen equal quarterly payments of $25,0000, with payments commencing on the first business day that is twelve months from the Effective Date of Confirmation. Class 5 consists of Equity Security Holders of the Debtor. Equity will retain ownership in the Debtor post-confirmation. No distributions will be made to equity until such time as all payments in Class 6 have been made. Current equity will continue to manage the Debtor post confirmation. The Plan will be funded by the Debtor's principal and other third parties until such time as the Debtor recommences operations. At that time, the Debtor will begin funding the Plan. The Debtor's principal will also fund up to $360,000 of any interior build-out at a new location. A full-text copy of the Plan of Reorganization dated November 29, 2022, is available at https://bit.ly/3VQrVmh from PacerMonitor.com at no charge. Attorney for Debtor: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Email: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com About Da Lugo Investment LLC Da Lugo Investment LLC, doing business as Oasis Sports Lounge, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 22-bk-03542), listing as much as $500,000 in both assets and liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, P.A. is the Debtor's legal counsel. DATG PIZZERIA: Wins Cash Collateral Access Thru Dec 14 ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Division, authorized DATG Pizzeria, Inc. to use cash collateral on an interim basis in accordance with the budget through December 14, 2022. As previously reported by the Troubled Company Reporter, Western Alliance Bank a/k/a Alliance Bank of Arizona, filed a Uniform Commercial Code Financing Statement Form on September 20, 2011. The Financing Statement asserts a security interest in all of the Debtor's inventory, accounts, equipment, general intangibles and fixtures. The Debtor is a guarantor of a master loan agreement entered August27, 2021, entitled Second Amended and Restated Loan Agreement. Pursuant to the terms of the loan, West Alliance agreed to loan up to $17,710,575 and the loan is cross collateralized against various entities, including the Debtor. Subsequently on August 27, 2021, a Fifth Amended and Restated Promissory Note was executed with Western Alliance. The principal amount of the loan is $15,939,517 including any interest. The October 5, 2022, Payment Guarantee provides that the Debtor is a guarantor of the Fifth Amended and Restated Promissory Note, but the obligation is contingent upon there being a default in the underlying loan. As adequate protection, Western Alliance is granted a valid, binding, enforceable, non-avoidable and perfected post-petition security interest and lien in, to, and against all of the Debtor's cash generated post-petition, to the same extent that Western Alliance held a properly perfected prepetition security interest in such assets. The Replacement Liens and security interest granted to the Western Alliance will be valid and perfected post-petition without the need for execution or filing of any further documents or instruments otherwise required to be filed or be executed or filed under nonbankruptcy law. The Replacement Liens and claims of Western Alliance will be subject to (a) the payment of any unpaid fees payable pursuant to 28 U.S.C. section 1930 (including, without limitation, fees under 28 U.S.C. section 1930(a)(6)), and (b) the fees due to the Clerk of the Court). A final hearing on the matter is set for December 14 at 1:30 p.m. A copy of the order is available at https://bit.ly/3Fr7neG from PacerMonitor.com. About DATZG Pizzeria, Inc. DATZG Pizzeria, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17790) on October 6, 2022. In the petition signed by Joseph M. Ciolli, president, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Erik P. Kimball oversees the case. Alan R. Crane, Esq., at FurrCohen P.A., is the Debtor's legal counsel. DEXTER GROUP: Commences Subchapter V Case ----------------------------------------- Dexter Group Investments Inc. filed for chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Florida. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor owns assets in the amount of $893,100 consisting of real property located at 319 Brevard Avenue, Cocoa, Florida, which consists of a multiple-unit building of retail stores and 2909 Carver Street, Mims, Florida, which consists of a 1,218 square foot duplex built in 1960. The Debtor has no employees but is owned and managed by Majid Ghorbani and Prastoo Danaee. Until recent events, the Debtor owned its property free and clear. On Feb. 23, 2022, a Final Judgment was entered against the Debtor in a personal injury lawsuit in the Circuit Court of the Eighteenth Judicial Circuit, in and for Brevard County, Florida, Case No. 2021-CA-034136 (the "State Court Litigation"). The Debtor became aware of the Judgment and State Court Litigation when it was notified of a sheriff's levy on the Debtor's commercial real property in late November 2022. The Debtor disputes that service of the State Court Litigation was valid. Additionally, the Debtor is delinquent in its Federal tax returns and likely owes the IRS for back taxes. The Debtor also owes funds to its lender who helped finance the acquisition of the Debtor's property, but on an unsecured basis. The Debtor filed a Chapter 11 case to stop the collection efforts and preserve the Debtor's property and income for the benefit of all stakeholders. The Debtor anticipates 2022 gross revenue in excess of $151,000. The Debtor generated $204,000 in gross revenue in 2021. Majid Ghorbani is the 51% owner of the Debtor and his spouse, Parastoo Danaee is 49% owner of the Debtor. Mr. Ghorbani and Ms. Danaee are the sole officers and board members of the Debtor. As of the Petition Date, the Debtor believes there are approximately $1,789,042 in non-insider claims and no insider claims. A portion of this debt may be secured on the Debtor's real and personal property by virtue of a judgment lien recorded in February 2022. The Debtor believes it is currently indebted to the Brevard County Tax Collector in the approximate amount of $51,047 for property taxes. The Debtor believes it is indebted to the Internal Revenue Service, but that amount is unknown currently. According to court filings, Dexter Group Investments estimates $1 million to $10 million in total debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. About Dexter Group Investments Dexter Group Investments Inc. owns a multiple-unit commercial building consisting of retail stores located at 319 Brevard Avenue, Cocoa, FL 32922 and residential real property located at 2909 Carver St., Mims, Florida 32754, with a 1,218 square foot multiple living unit (duplex). Dexter Group Investments filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04113) on Nov. 18, 2022. In the petition filed by Mark Allen, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by: Justin M Luna, Esq. Latham, Luna, Eden & Beaudine, LLP 1442 E. Lincoln Avenue, Ste. 378 Orange, CA 92865 DIEBOLD NIXDORF: Amends Transaction Support Agreement With Lenders ------------------------------------------------------------------ Diebold Nixdorf, Incorporated has entered into a first amendment to a transaction support agreement among the Company, other guarantors under existing documents and certain consenting parties. Diebold Nixdorf is party to the Transaction Support Agreement, dated as of Oct. 20, 2022, among the Company, certain of its subsidiaries and certain creditors holding existing debt, pursuant to which the parties agreed to enter into agreements to undertake certain transactions to amend and exchange certain Existing Debt of the Company and enter into certain new credit facilities and issue certain new notes and warrants of the Company. The Amendment, among other items, (i) reduces the minimum participation threshold for the 2024 Consent Solicitation and Exchange Offer to 83.4% from 95% and (ii) provides that all eligible holders who participate in the contemplated term loan exchange, senior secured notes consent solicitation and 2024 Consent Solicitation and Exchange Offer in accordance with their terms will receive the transaction premiums applicable thereto that were previously reserved for eligible holders who had signed the Transaction Support Agreement or joinders thereto. In addition, the Amendment includes covenants pursuant to which the Company has agreed to use its reasonable best efforts, consistent with applicable securities laws, to file a Form S-4 by Feb. 14, 2023 for the Registered Exchange Offer, use reasonable best efforts, consistent with applicable securities laws, to launch the Registered Exchange Offer as soon as practicable but no later than March 15, 2023 and consummate the Registered Exchange Offer as soon as practicable but no later than May 30, 2023, subject to extension in certain circumstances, but no later than June 30, 2023. There is no assurance that the Registered Exchange Offer will be commenced or will be completed within the time period specified, or at all. No offer will be made with respect to the Registered Exchange Offer unless and until a registration statement has been filed with the Securities and Exchange Commission and the Company announces that such offer has been launched. About Diebold Nixdorf Diebold Nixdorf, Incorporated -- www.DieboldNixdorf.com -- automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, the Company's integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The Company has a presence in more than 100 countries with approximately 22,000 employees worldwide. Diebold Nixdorf reported a net loss of $78.1 million for the year ended Dec. 31, 2021, a net loss of $267.8 million for the year ended Dec. 31, 2020, and a net loss of $344.6 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $2.91 billion in total assets, $3.90 billion in total current liabilities, $89.3 million in pensions, post-retirement and other benefits, $114.8 million in deferred income taxes, $120.1 million in other liabilities, and a total deficit of $1.32 billion. * * * As reported by the TCR on May 25, 2022, Moody's Investors Service downgraded Diebold Nixdorf, Inc.'s Corporate Family Rating to Caa2 from B2. Moody's said Diebold's operating performance has been impacted by pandemic-related supply chain challenges, which were unexpectedly exacerbated in Q1 2022 by social distancing measures in China and the Russia-Ukraine military conflict. In October 2022, S&P Global Ratings lowered its issuer credit rating on Diebold Nixdorf Inc. to 'CC' from 'CCC+'. The downgrade follows Diebold's announcement that it has entered into an Transaction Support Agreement (TSA) with certain lenders to restructure its debt profile, provide it with additional liquidity, and extend its maturity runway. DIEBOLD NIXDORF: Commences Exchange Offer for 8.50% Notes Due 2024 ------------------------------------------------------------------ Diebold Nixdorf, Incorporated ("Parent") said it has commenced a private exchange offer and consent solicitation with respect to the outstanding 8.50% Senior Notes due 2024 issued by the Company (144A CUSIP: 253651AA1; REG S CUSIP: U25316AA5; Registered CUSIP: 253651AC7). Exchange Offer and Consent Solicitation The Exchange Offer and Consent Solicitation includes a private offer to Eligible Holders to exchange any and all 2024 Senior Notes for units consisting of (i) new 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 to be issued by Parent and (ii) warrants to purchase common shares, par value $1.25 per share, of Parent. The New Warrants will, in the aggregate, be exercisable for up to 19.99% of the Common Shares outstanding on the business day immediately preceding the Settlement Date, subject to adjustment. The Exchange Offer and Consent Solicitation is being made on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as of Nov. 28, 2022, and the related eligibility letter, which set forth in more detail the terms and conditions of the Exchange Offer and Consent Solicitation. In connection with the Exchange Offer and Consent Solicitation, Parent is also soliciting consents to enter into a supplemental indenture with respect to the indenture governing the 2024 Senior Notes, dated as of April 19, 2016, in order to amend certain provisions of the 2024 Senior Notes Indenture to eliminate certain of the covenants, restrictive provisions and events of default intended to protect holders, among other things, as described in more detail in the Offering Memorandum. The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on Dec. 23, 2022, unless earlier terminated or extended by Parent. 2024 Senior Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on Dec. 9, 2022, but not thereafter. The following sets forth the Exchange Offer Consideration, Early Participation Premium and Total Offer Consideration (each as defined in the Offering Memorandum) for the 2024 Senior Notes. Existing Note: 2024 Senior Notes (144A CUSIP No. 253651AA1 Reg S CUSIP No. U25316AA5 Registered CUSIP No. 253651AC7) Maturity Date: April 15, 2024 Aggregate Principal Amount Outstanding: $400,000,000 Exchange Offer Consideration: $950 principal amount of Units representing $950 principal amount of New Notes and the Unit Warrant Number of New Warrants Early Participation Premium: $50 principal amount of Units representing $50 principal amount of New Notes and the Unit Warrant Number of New Warrants Total Offer Consideration: $1,000 principal amount of Units representing $1,000 principal amount of New Notes and the Unit Warrant Number of New Warrants For each $1,000 in principal amount of 2024 Senior Notes that an Eligible Holder validly delivers (and does not validly withdraw) in accordance with the terms of the Offering Memorandum at or prior to the Early Delivery Time, such Eligible Holder will receive, on the settlement date, which the Company currently expects to be the third business day following the Expiration Time, the Total Exchange Consideration, which includes the Early Participation Premium as set forth above, for all such 2024 Senior Notes that are accepted. Holders who validly deliver (and do not validly withdraw) their 2024 Senior Notes after the Early Delivery Time but at or prior to the Expiration Time, will not be eligible to receive the Early Participation Premium and, accordingly, will be eligible to receive, on the Settlement Date, only the Exchange Offer Consideration, for all such 2024 Senior Notes that are accepted. The 2024 Senior Notes may be delivered in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. The Units and, as component parts of the Units, the New Notes will be issued in minimum denominations of $2,000 principal amount and integral multiples of $1.00 principal amount in excess thereof. As previously reported, Parent entered into a Transaction Support Agreement dated Oct. 20, 2022, with certain of its subsidiaries, including Diebold Nixdorf Dutch Holding B.V., and certain holders of Parent's existing indebtedness, which was subsequently amended on the date hereof, whereby the TSA Supporting Parties have agreed to the principal terms of a new money financing and recapitalization and exchanges that address certain near-term debt maturities, subject to the terms and conditions set forth therein. The TSA Supporting Parties represent over 90% of the aggregate principal amount of Parent's 9.375% Senior Secured Notes due 2025, over 90% of the aggregate principal amount of the Dutch Issuer's 9.000% Senior Secured Notes due 2025, approximately 97% of the aggregate principal amount of Parent's existing term loans and approximately 83% of the aggregate principal amount of the 2024 Senior Notes. The Exchange Offer and Consent Solicitation are subject to certain conditions, which Parent may waive in full or in part in its sole discretion, but subject to the terms of the Transaction Support Agreement, including, subject to waiver, minimum participation thresholds of 83.4% for the Exchange Offer and Consent Solicitation and 95% for the exchange of the existing term loans described more fully in the Transaction Support Agreement and the Offering Memorandum, among other conditions. Consummation of the Refinancing Transactions on the Settlement Date is a condition to the Exchange Offer and Consent Solicitation. If the conditions to the Exchange Offer and Consent Solicitation are not satisfied, the 2024 Senior Notes Supplemental Indenture will not become operative. D.F. King & Co., Inc. will also act as the Information and Exchange Agent for the Exchange Offer and Consent Solicitation. Questions or requests for assistance related to the Exchange Offer or for copies of the Offering Memorandum may be directed to D.F. King & Co., Inc. at (800) 290-6428 (U.S. toll free), +1(212) 269-5550 (collect), or diebold@dfking.com (email). Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold 2024 Senior Notes as to when such intermediary would need to receive instructions from such Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer and Consent Solicitation, before the deadlines specified herein and in the Offering Memorandum. The deadlines set by any such intermediary and The Depositary Trust Company for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum. The New Securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the New Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The Exchange Offer and Consent Solicitation are being made, and the Units, New Notes and New Warrants, are being offered and issued, and this announcement is directed, only (a) in the United States, to holders of the 2024 Senior Notes who are (i) "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or (ii) an institutional "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, and (b) outside the United States to holders of the 2024 Senior Notes who are not, and who are not acting for the account or benefit of, any U.S. person as that term is defined in Rule 902 under the Securities Act and, in each case, if the holder is in the European Economic Area, the United Kingdom, Canada or another relevant jurisdiction, such holder is a "non-U.S. qualified offeree." The holders of the 2024 Senior Notes who have certified to Parent that they are eligible to participate in the Exchange Offer and Consent Solicitation pursuant to at least one of the foregoing conditions as set forth in the eligibility letter are referred to as "Eligible Holders." Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer and Consent Solicitation. The New Securities will not be transferable except in accordance with the restrictions described in the Offering Memorandum. The eligibility letter can be accessed at the following link: www.dfking.com/diebold. About Diebold Nixdorf Diebold Nixdorf, Incorporated -- www.DieboldNixdorf.com -- automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, the Company's integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The Company has a presence in more than 100 countries with approximately 22,000 employees worldwide. Diebold Nixdorf reported a net loss of $78.1 million for the year ended Dec. 31, 2021, a net loss of $267.8 million for the year ended Dec. 31, 2020, and a net loss of $344.6 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $2.91 billion in total assets, $3.90 billion in total current liabilities, $89.3 million in pensions, post-retirement and other benefits, $114.8 million in deferred income taxes, $120.1 million in other liabilities, and a total deficit of $1.32 billion. * * * As reported by the TCR on May 25, 2022, Moody's Investors Service downgraded Diebold Nixdorf, Inc.'s Corporate Family Rating to Caa2 from B2. Moody's said Diebold's operating performance has been impacted by pandemic-related supply chain challenges, which were unexpectedly exacerbated in Q1 2022 by social distancing measures in China and the Russia-Ukraine military conflict. In October 2022, S&P Global Ratings lowered its issuer credit rating on Diebold Nixdorf Inc. to 'CC' from 'CCC+'. The downgrade follows Diebold's announcement that it has entered into an Transaction Support Agreement (TSA) with certain lenders to restructure its debt profile, provide it with additional liquidity, and extend its maturity runway. DIEBOLD NIXDORF: Commences Exchange Offers for Sr. Notes Due 2025 ----------------------------------------------------------------- Diebold Nixdorf, Incorporated ("Parent") announced the commencement of private exchange offers and consent solicitations with respect to the outstanding 9.375% Senior Secured Notes due 2025 issued by Parent (144A CUSIP: 253657AA8; 144A ISIN: US253657AA82; REG S CUSIP: U25317AA3; ISIN: USU25317AA30) and the outstanding 9.000% Senior Secured Notes due 2025 issued by Diebold Nixdorf Dutch Holding B.V., (the "Dutch Issuer"), a direct and wholly owned subsidiary of Parent (144A ISIN: XS2206383080; 144A Common Code 220638308; REG S ISIN: XS2206382868; REG S Common Code 220638286. Exchange Offers and Consent Solicitations The Exchange Offers and Consent Solicitations include private offers to Eligible Holders to exchange (i) any and all 2025 USD Senior Notes for new senior secured notes having the same terms as the 2025 USD Senior Notes, other than the issue date and other than with respect to CUSIP and ISIN numbers, along with certain enhancements to the covenants and collateral and guarantee provisions, and (ii) any and all 2025 EUR Senior Notes for new senior secured notes having the same terms as the 2025 USD Senior Notes, other than the issue date and other than with respect to ISIN numbers and common codes, along with certain enhancements to the covenants and collateral and guarantee provisions. Eligible Holders that validly tender their Existing Notes will also receive accrued and unpaid interest on the Existing Notes on the Settlement Date. The Exchange Offers and Consent Solicitations are being made on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as of Nov. 28, 2022, and the related eligibility letter, which set forth in more detail the terms and conditions of the Exchange Offers and Consent Solicitations. In connection with the Exchange Offers and Consent Solicitations, Parent and the Dutch Issuer are also soliciting consents to enter into supplemental indentures with respect to (i) the indenture governing the 2025 USD Senior Notes, dated as of July 20, 2020, and (ii) the indenture governing the 2025 EUR Senior Notes, dated as of July 20, 2020, in order to amend certain provisions of the Indentures to, among other things, permit the Refinancing Transactions set forth in the Transaction Support Agreement, as described in more detail in the Offering Memorandum. The Exchange Offers and Consent Solicitations will expire at 11:59 p.m., New York City time, on Dec. 23, 2022 unless earlier terminated or extended by Parent (such time and date, as it may be extended). Existing Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on Dec. 9, 2022, but not thereafter. For each $1,000 in principal amount of 2025 USD Senior Notes that an Eligible Holder validly tenders (and does not validly withdraw) in accordance with the terms of the Offering Memorandum, such Eligible Holder will receive $1,030 in principal amount of New 2025 USD Senior Notes, and for each EUR1,000 in principal amount of 2025 EUR Senior Notes that an Eligible Holder validly tenders (and does not validly withdraw) in accordance with the terms of the Offering Memorandum, such Eligible Holder will receive EUR1,030 in principal amount of New 2025 EUR Senior Notes. The Eligible Holders will receive the Exchange Offer Consideration and accrued and unpaid interest on the Existing Notes on the settlement date, which the Company expects will be the third business day following the Expiration Date. The 2025 USD Senior Notes may be tendered in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. The 2025 EUR Senior Notes may be tendered in minimum denominations of EUR100,000 principal amount and integral multiples of EUR1,000 in excess thereof. The New Notes and the Exchange Offer Consideration will only be issued in minimum denominations of $2,000 or EUR2,000, as applicable, and any integral multiple of $1,000 or EUR1,000, as applicable. New Notes or Exchange Offer Consideration in denominations of less than $2,000 or EUR2,000, as applicable, will not be issued and Eligible Holders will receive cash in lieu thereof. As previously reported, Parent entered into a Transaction Support Agreement dated Oct. 20, 2022, with certain of its subsidiaries, including the Dutch Issuer, and certain holders of Parent's existing indebtedness, which was subsequently amended on Nov. 28, 2022, whereby the TSA Supporting Parties have agreed to the principal terms of a new money financing and recapitalization and exchanges that address certain near-term debt maturities, subject to the terms and conditions set forth therein. The TSA Supporting Parties represent over 90% of the aggregate principal amount of the 2025 USD Senior Notes, over 90% of the aggregate principal amount of the 2025 EUR Senior Notes, approximately 97% of the aggregate principal amount of Parent's existing term loans and approximately 83% of the aggregate principal amount of Parent's 2024 Senior Notes. The Exchange Offers and Consent Solicitations are subject to certain conditions, which Parent and the Dutch Issuer may waive in full or in part in their sole discretion, but subject to the terms of the Transaction Support Agreement, including, subject to waiver, minimum participation thresholds of 83.4% for the exchange of the 2024 Senior Notes and 95% for the exchange of the existing term loans, in each case as such exchanges are described more fully in the Transaction Support Agreement and the Offering Memorandum, among other conditions. Consummation of the Refinancing Transactions on the Settlement Date is a condition to the Exchange Offers and Consent Solicitations. If the conditions to the Exchange Offers and Consent Solicitations are not satisfied, the supplemental indentures to the Senior Notes Indentures will not become operative. D.F. King & Co., Inc. will also act as the Information and Exchange Agent for the Exchange Offers and Consent Solicitations. Questions or requests for assistance related to the Exchange Offers and Consent Solicitations or for copies of the Offering Memorandum may be directed to D.F. King & Co., Inc. at (800) 290-6428 (U.S. toll free), +1(212) 269-5550 (collect), or diebold@dfking.com (email). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers and Consent Solicitations. Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes as to when such intermediary would need to receive instructions from such Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offers and Consent Solicitations, before the deadlines specified herein and in the Offering Memorandum. The deadlines set by any such intermediary, The Depositary Trust Company, Euroclear Bank SA/NV or Clearstream Banking societe anonyme for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum. The New Notes have not been registered under the Securities Act of 1933, as amended or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The Exchange Offers and Consent Solicitations are being made, and the New Notes are being offered and issued, and this announcement is directed, only (a) in the United States, to holders of the Existing Notes who are (i) "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or (ii) an institutional "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, and (b) outside the United States to holders of the Existing Notes who are not, and who are not acting for the account or benefit of, any U.S. person as that term is defined in Rule 902 under the Securities Act and, in each case, if the holder is in the European Economic Area, the United Kingdom, Canada or another relevant jurisdiction, such holder is a "non-U.S. qualified offeree." The holders of the Existing Notes who have certified to Parent and that they are eligible to participate in one or both of the Exchange Offers and Consent Solicitations pursuant to at least one of the foregoing conditions as set forth in the eligibility letter are referred to as "Eligible Holders." Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers and Consent Solicitations. The New Notes will not be transferable except in accordance with the restrictions described in the Offering Memorandum. The eligibility letter can be accessed at the following link: www.dfking.com/diebold. About Diebold Nixdorf Diebold Nixdorf, Incorporated -- www.DieboldNixdorf.com -- automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, the Company's integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The Company has a presence in more than 100 countries with approximately 22,000 employees worldwide. Diebold Nixdorf reported a net loss of $78.1 million for the year ended Dec. 31, 2021, a net loss of $267.8 million for the year ended Dec. 31, 2020, and a net loss of $344.6 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $2.91 billion in total assets, $3.90 billion in total current liabilities, $89.3 million in pensions, post-retirement and other benefits, $114.8 million in deferred income taxes, $120.1 million in other liabilities, and a total deficit of $1.32 billion. * * * As reported by the TCR on May 25, 2022, Moody's Investors Service downgraded Diebold Nixdorf, Inc.'s Corporate Family Rating to Caa2 from B2. Moody's said Diebold's operating performance has been impacted by pandemic-related supply chain challenges, which were unexpectedly exacerbated in Q1 2022 by social distancing measures in China and the Russia-Ukraine military conflict. In October 2022, S&P Global Ratings lowered its issuer credit rating on Diebold Nixdorf Inc. to 'CC' from 'CCC+'. The downgrade follows Diebold's announcement that it has entered into an Transaction Support Agreement (TSA) with certain lenders to restructure its debt profile, provide it with additional liquidity, and extend its maturity runway. DYNAMETAL TECHNOLOGIES: $110K Sale of Equipment to Metco Approved ----------------------------------------------------------------- Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western District of Tennessee, Eastern Division, authorized Dynametal Technologies, Inc.'s sale of Gasbarre 200 ton Standard Molding Press, Hammond Roto-Finish Tumble, and Drying Cabinet to Metco Industries, Inc., for $110,000. The Debtor is authorized and empowered to take all necessary action to execute, deliver, and perform the sale and all agreements and documents contemplated thereby and to sell all of its right, title, and interest in and to the Assets to the Buyer. The Sale is free and clear of all encumbrances with all such encumbrances to attach to the cash proceeds of the sale of the Asset. Pursuant to Fed. R. Bankr. P. 6004(h), the 14-day stay of enforceability of this Order is modified to provide that the Parties may immediately enforce and execute upon this Order and consummate the transaction approved by the Order. The net proceeds of the sale will be paid to Pinnacle Bank to be applied to the outstanding balance. The release of Pinnacle Bank's security interests in the Assets in exchange for the net proceeds of the sale will not otherwise impair, release or affect the validity or extent of Pinnacle Bank's security interests and liens in the Debtor's other assets as provided in the Pinnacle Bank loan documents. About Dynametal Technologies, Inc. Dynametal Technologies, Inc. is an employee-owned powder metal parts manufacture. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 22-10831) on August 1, 2022. The petition was signed by Robert L. Nolan, the Debtor's president. Dynametal's Chapter 11 petition listed $7.9 million in total assets and $4.4 million in total liabilities. Judge Jimmy L. Croom oversees the case. Steven N. Douglass, Esq., at Harris Shelton, PLLC is the Debtor's counsel. DYNAMETAL TECHNOLOGIES: $427K Sale of Personal Property Approved ---------------------------------------------------------------- Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western District of Tennessee, Eastern Division, authorized Dynametal Technologies, Inc.'s sale of the following personal property to Capstan Mexico, SA de CV: a. Gasbarre 100 ton diesel press for $145,000; b. Gasbarre 60 ton standard press #58 for $55,000; c. Gasbarre 60 ton standard press #54 for $40,000; d. Gasbarre 30 OBI coin press for $25,000; e. Abbott 24" Belt furnace and ceramic muffle for $120,000; and f. Lap/Wash/Dry for $42,000. The Sale is free and clear of all encumbrances with all such encumbrances to attach to the cash proceeds of the sale of the Assets. Pursuant to Fed. R. Bankr. P. 6004(h), the 14-day stay of enforceability of this Order is modified to provide that the Parties may immediately enforce and execute upon the Order and consummate the transaction approved by the Order. The net proceeds of the sale will be paid to Pinnacle Bank to be applied to the outstanding balance. The release of Pinnacle Bank's security interests in the Assets in exchange for the net proceeds of the sale will not otherwise impair, release or affect the validity or extent of Pinnacle Bank's security interests and liens in the Debtor’s other assets as provided in the Pinnacle Bank loan documents. About Dynametal Technologies, Inc. Dynametal Technologies, Inc. is an employee-owned powder metal parts manufacture. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 22-10831) on August 1, 2022. The petition was signed by Robert L. Nolan, the Debtor's president. Dynametal's Chapter 11 petition listed $7.9 million in total assets and $4.4 million in total liabilities. Judge Jimmy L. Croom oversees the case. Steven N. Douglass, Esq., at Harris Shelton, PLLC is the Debtor's counsel. ECOARK HOLDINGS: Amends Series A Certificate of Designations ------------------------------------------------------------ Ecoark Holdings, Inc. entered into an agreement with Ault Lending, LLC formerly known as Digital Power Lending, LLC, to amend the Certificate of Designations of Rights, Preferences and Limitations of Series A Convertible Redeemable Preferred Stock previously issued to the Holder to: (i) increase the stated value of the Series A from $10,000 to $10,833.33; (ii) provide for the dividends payable under the Series A to be payable in common stock rather than cash effective beginning Nov. 1, 2022, and (iii) reduce the conversion price of the Series A from $2.10 to the lesser of (1) $1.00 and (2) the higher of (A) 80% of the 10-day daily volume weighted average price and (B) $0.25. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Through its wholly-owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including consulting, fund administration and asset management. Ecoark reported a net loss of $10.55 million for the year ended March 31, 2022, a net loss of $20.89 million for the year ended March 31, 2021, a net loss of $12.14 million for the year ended March 31, 2020, and a net loss of $13.65 million for the year ended March 31, 2019. As of Sept. 30, 2022, the Company had $46.62 million in total assets, $9.32 million in total liabilities, $9.21 million in series A convertible redeemable preferred stock, and $28.08 million in total stockholders' equity. ECTOR COUNTY: Unsecureds Owed $63M to Get 100% in Wind-Down Plan ---------------------------------------------------------------- ECEC Wind-Down LLC, formerly known as Ector County Energy Center LLC, submitted a Modified First Amended Disclosure Statement of the Debtor in Support of Modified First Amended Liquidating Chapter 11 Plan. The Plan is a liquidating Chapter 11 Plan that provides for the proceeds generated through the previously-consummated going concern sale of substantially all of the Debtor's operating assets free and clear of all liens, claims, encumbrances, and interests, to be distributed to holders of Allowed Claims in accordance with the terms of the Plan and the priority of claims provisions in the Bankruptcy Code. Prior to the April 11, 2022 Petition Date, the Debtor received a bid from Ector County Generation LLC, an acquisition entity affiliated with Rockland Capital, LLC, to acquire substantially all of the Debtor's assets for payment of $91,250,000, subject to potential adjustments. As part of its offer, once accepted by the Debtor, Rockland Capital agreed to serve as "stalking-horse" bidder in that its bid would be subject to an overbid process during the Debtor's chapter 11 case. Ultimately, the Debtor received an overbid of approximately $96 million from a third-party bidder, and an auction was scheduled for June 22, 2022. By the conclusion of the auction conducted by the Debtor and its investment banking firm, Rockland had increased its bid to the net amount of $141,556,250, subject to purchase price adjustments, plus an additional amount of up to $2,700,000 in incentive consideration. Rockland was declared the highest and best bidder, and the sale transaction closed on July 12, 2022. Following the closing of the Sale, the Debtor held Cash totaling approximately $154,002,000. In the Plan Support Agreement, the Consenting Lenders agreed, subject to certain conditions, to forego their entitlement to receive 100 percent of the proceeds of their collateral until the full $340 million balance of the Prepetition Term Lender Claims were paid and instead capped their recovery toward that claim at $75 million. As a result of that cap, should the Plan be confirmed and the Plan Support Agreement implemented, in excess of $65 million that the Prepetition Secured Lenders could otherwise have claimed entitlement to will be distributed to priority and general unsecured creditors of the Debtor. Among the conditions to that cap is that both the Prepetition Secured Lenders and the co-obligors for the Prepetition Term Lender Claims receive protection against post-Effective Date litigation risk, requiring that the Prepetition Secured Lenders, Invenergy Thermal Operating I LLC ("ITOI"), and each of their respective subsidiaries, affiliates, members, officers, directors, agents, financial advisors, accountants, investment bankers, consultants, attorneys, employees, partners, affiliates and representatives receive releases of all claims that could be brought by the Debtor directly or by those pursuing litigation rights of the Debtor derivatively. The Plan includes those releases as part of a global settlement as described further in Article V.I(C) of this Disclosure Statement. For the avoidance of doubt, no third-party releases are being sought, and all releases provided under the Plan are solely releases by the Debtor of claims that may or could have been asserted by or on behalf of the Debtor or the Debtor's estate, directly or indirectly, derivatively or otherwise. The Debtor does not believe that there is material value to any of the Released Claims and Interests and that, whatever value there may be, the benefit to the Estate and the Debtor's other Creditors of capping the Prepetition Secured Lenders' recovery at $75 million through the Plan Support Agreement far outweighs any potential benefit of foregoing access to those funds and instead pursuing the Debtor's potential litigation rights. The proposed release provisions of the Plan, involving only claims "owned" by the Debtor as structured in compliance with the Plan Support Agreement, were initially challenged by Direct Energy Business Marketing, LLC, the holder of an asserted claim in the amount of approximately $403 million, in the Derivative Standing Motion and in other filings with the Court. When the Court entered an order denying Direct Energy's Derivative Standing Motion, Direct Energy appealed that order to the U.S. District Court, District of Delaware. Separately, the Debtor challenged the amount and allowance of Direct Energy's claim against the Debtor through an objection to that claim. Ultimately, at the conclusion of a two-day mediation conducted before the Honorable Christopher S. Sontchi (Ret.), the Debtor and the Prepetition Agent (acting at the direction of the Prepetition Secured Lenders) negotiated terms for a global resolution of disputes between themselves and Direct Energy regarding allowance and treatment of Direct Energy's claim under the Plan. Separate, but inter-related terms were negotiated between Direct Energy, and Invenergy LLC and ITOI, affiliates of the Debtor, for settlement of litigation claims asserted by Direct Energy against those parties. Through this heavily negotiated global settlement, Direct Energy has agreed to support, and not object to, confirmation of a Plan that is consistent with the settlement reached through the mediation. This compromise, which provides Direct Energy to receive a distribution of up to $63 million, enables other holders of allowed general unsecured claims to receive payment in full on a Plan Effective Date projected to occur well-before would be realized were there a contested confirmation process and claim objection proceeding regarding Direct Energy's $403 million asserted claim. As a result of the global settlement, Direct Energy will also be deemed a "Released Party" under the Plan. Under the Plan, Class 5 General Unsecured Claims That Are Not Class 6 Claims or Class 7 Claims total up to $63,225,000. Holders of Allowed Class 5 Claims, other than Direct Energy, will receive, on the Effective Date or 7 Business Days after such Allowed Class 5 Claim becomes an Allowed Claim, payment in full in Cash equal to their Allowed General Unsecured Claim (without postpetition interest). Direct Energy on the Effective Date shall receive the balance of the Distributable Value after satisfaction of or reserve for the Allowed Class 5 Claims not constituting the Direct Energy Allowed Claim to the extent necessary to satisfy the Direct Energy Allowed Claim up to the amount of the Direct Energy Allowed Claim Cap. In the event that, upon Distribution on the Effective Date of the Distributable Value, Distributions to Direct Energy total less than the Direct Energy Allowed Claim Cap, from time to time after the Effective Date, Direct Energy shall receive payment in Cash of any amounts released from the reserve established hereunder for Class 5 Claims not constituting Allowed Claims as of the Effective Date and funds pursuant to the Wind-Down Reserves Waterfall until Distributions to Direct Energy total an amount equal to the Direct Energy Allowed Claim Cap. Creditors will recover 100% of their claims. Class 5 is impaired. Class 6 General Unsecured Claims Resulting from Winter Storm Uri. Holders of Allowed Class 6 Claims will receive, on account of such Allowed Class 6 Claims: (i) on the Effective Date, authority and relief from any stay, injunction, order or prohibition against liquidating, but not collecting, the amount of each such Holder's Allowed Class 6 Claim; (ii) on the Effective Date, authority and relief from any stay, injunction, order or prohibition against recovering any Allowed Class 6 Claim from and solely to the extent of the Insurance Policies; and (iii) full payment of any uninsured balance from and to the extent of the Class 6 Reserve Amount. Creditors will recover 100% of their claims. Class 6 is impaired. The Plan is primarily the mechanism for distributing the proceeds of the Asset Sale in a manner that complies with, and therefore takes advantage of, the provisions of the Plan Support Agreement. As a result of the Asset Sale, on the Closing Date the Debtor held approximately $154 million in Cash for distribution. Under the Plan Support Agreement, the Prepetition Secured Lenders conditionally agreed to forego the right to demand delivery of one hundred percent of the Asset Sale proceeds as the proceeds of their collateral until their approximately $340 million Prepetition Term Lender Claims were paid in full, and instead agreed to accept $75 million in full satisfaction of the Debtor's liability for that debt. That commitment by the Prepetition Secured Lenders, which would make approximately $75 million available for purposes other than paying the Prepetition Term Lender Claims and is estimated to make approximately $65 million available for distribution to general unsecured creditors, depending on the amount of Professional Fees incurred through entry of a Final Decree, however, was conditioned on the Prepetition Secured Lenders receiving certain consideration, including the Debtor's issuance of general releases to the Prepetition Secured Lenders and to the Debtor's affiliates. The Plan, therefore, provides for the limitation of distributions towards to Prepetition Term Lenders to the agreed $75 million and further provides for the Plan Support Agreement-required releases. The Plan's distribution provisions track the provisions of the Bankruptcy Code. Holders of secured claims are paid the proceeds of their collateral to the extent of their Allowed Claims or as otherwise agreed, with the key agreement here being the Prepetition Term Lenders' conditional agreement to limit their recovery to $75 million. Holders of Allowed Priority Claims are then paid in full from Cash generated through the Asset Sale. In order to assure ongoing compliance with the obligation to pay Allowed Priority Claims in full and to further comply with Bankruptcy Code requirements that a plan be feasible, Cash reserves are established to satisfy Administrative Expense Claims allowed after the Effective Date and to pay the projected post-Effective Date costs of implementing the Plan, including prosecuting appeals, if any, and Claims objections. To the extent those reserves are not used, the funds will be re-allocated for distribution to junior claimants and interest holders. After satisfaction of Plan obligations to secured and priority claimants and the establishment of reserves, the balance of the funds will be distributed in accordance with the Plan to unsecured claimants holding Allowed Claims and, in the event that those Allowed Claims are paid in full with Interest at the Legal Rate, to Ector County Energy Holdings LLC as the sole equity holder of the Debtor. A hearing before the Bankruptcy Court has been scheduled Dec. 21, 2022 at 11:00 AM (EST) at the United States Bankruptcy Court, 824 North Market Street, Wilmington, Delaware 19801, 5th Floor, Courtroom 5 to consider confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code. Any such objection must be filed and served by December 15, 2022, at 4:00 p.m. EST. Ballots are due December 15, 2022 at 4:00 p.m. (ET). Counsel to the Debtor: Christopher A. Ward, Esq. Michael V. DiPietro, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 E-mail: cward@polsinelli.com mdipietro@polsinelli.com - and - John J. Monaghan, Esq. Lynne B. Xerras, Esq. Kathleen M. St. John, Esq. HOLLAND & KNIGHT LLP 10 St. James Avenue Boston, MA 02116 Telephone: (617) 523-2700 Facsimile: (617) 523-6850 E-mail: john.monaghan@hklaw.com lynne.xerras@hklaw.com kathleen.stjohn@hklaw.com - and - David W. Wirt, Esq. Phillip W. Nelson, Esq. 150 N. Riverside Plaza, Suite 2700 Chicago, IL 60606 Telephone: (312) 263-3600 Facsimile: (312) 578-6666 E-mail: david.wirt@hklaw.com phillip.nelson@hklaw.com A copy of the Disclosure Statement dated Nov. 16, 2022, is available at https://bit.ly/3Eklocr from PacerMonitor.com. About Ector County Energy Center Ector County Energy Center, LLC owns and operates a 330 MW natural gas-fired power generating facility located in Ector County, Texas. Due to a large number of lawsuits following the 2021 winter storm, Ector County Energy Center sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 22-10320) on April 11, 2022. In the petition signed by CRO John D. Baumgartner, the Debtor estimated assets between $50 million and $100 million and estimated liabilities between $500 million and $1 billion. Judge John T. Dorsey oversees the case. The Debtor tapped Holland & Knight, LLP as lead bankruptcy counsel; Polsinelli, PC as local counsel; Locke Lord, LLP and Crowell & Moring, LLP as special counsels; Perella Weinberg Partners, LP and Tudor, Pickering, Holt & Co. as investment bankers; and Grant Thornton, LLP as restructuring advisor. John Baumgartner, managing director at Grant Thornton, serves as the Debtor's chief restructuring officer. Donlin Recano & Company Inc. is the claims agent. EMERALD GRANDE: Case Summary & Three Unsecured Creditors -------------------------------------------------------- Debtor: Emerald Grande, LLC 11246 Coimbra LN Bonita Springs, FL 34135 Business Description: The Debtor owns commerical buildings situated on 2.284 acres located at 5760, 5780, and 5790 MacCorkle Avenue, SE, Charleston, West Virginia having an appraised value of $2.97 million. Chapter 11 Petition Date: December 2, 2022 Court: United States Bankruptcy Court Southern District of West Virginia Case No.: 22-20189 Judge: Hon. B. Mckay Mignault Debtor's Counsel: Joe M. Supple, Esq. SUPPLE LAW OFFICE PLLC 801 Viand St. Point Pleasant, WV 25550 Tel: 304-675-6249 Fax: 304-675-4372 Email: info@supplelawoffice.com Total Assets: $3,009,950 Total Liabilities: $11,214,745 The petition was signed by William A. Abruzzino as member of Gold Coast Partners, LLC. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HUI6ALA/Emerald_Grande_LLC__wvsbke-22-20189__0001.0.pdf?mcid=tGE4TAMA GANDYDANCER LLC: Seeks to Hire Additional Jennings Associates ------------------------------------------------------------- GandyDancer, LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of New Mexico to hire additional associates at Jennings, Haug, Keleher & McLeod, LLP and pay these associates an hourly fee of $225. Cassandra Malone, Esq., and Ryan Walters, Esq., are the firm's attorneys who currently serve as general civil litigation counsel for the Debtor. As disclosed in court filings, Jennings and its attorneys do not hold any interest adverse to the Debtor and its estate. The firm can be reached through: Cassandra Malone, Esq. Jennings, Haug, Keleher & McLeod, LLP 2800 N Central Ave Suite 1800 Phoenix, AZ 85004 Phone: +1 602-234-7800 Email: crm@jhkmlaw.com About GandyDancer GandyDancer, LLC provides underground utilities, railroad construction, maintenance, excavation, heavy-haul transportation, bridge construction, and demolition services. It is based in Albuquerque, N.M. GandyDancer filed a petition for Chapter 11 protection (Bankr. N.M. Case No. 19-12669) on Nov. 21, 2019, with up to $50,000 in assets and up to $10 million in liabilities. Jamin Hutchens, managing member, signed the petition. Judge David T. Thuma oversees the case. Don F. Harris, Esq., and Dennis A. Banning, Esq., at NM Financial & Family Law serve as the Debtor's bankruptcy attorneys. The Debtor also tapped Jennings, Haug, Keleher & McLeod, LLP and New Mexico Law Group, P.C. as civil litigation counsels, and Carr Riggs & Ingram, LLC as accountant. GENESIS GLOBAL: Warns of Bankruptcy If It Fails to Raise Cash ------------------------------------------------------------- Crypto firm Genesis is reportedly considering filing for bankruptcy protection if it fails to raise cash. Bloomberg, citing people familiar with that matter, reported that Genesis is struggling in raising fresh cash for its lending unit, and it warns potential investors that it may need to file for bankruptcy if its efforts fail. Genesis spent several days seeking at least $1 billion of fresh capital which also includes talks over a potential investment from crypto exchange Binance but funding so far has failed to materialize. Customers whose money is locked up on trading and lending platform Genesis and who have taken legal advice on the matter currently account for some $1.8 billion of loans, CoinDesk reported, citing a person familiar with the situation. The Financial Times recently reported that a group of customers using cryptocurrency exchange Gemini's Earn program, which is tied to Genesis, were owed $900 million after Genesis' lending unit halted customer withdrawals on Nov. 16. A second group of assorted Genesis creditors, with loans also amounting to $900 million, is being represented by law firm Proskauer Rose, a second person told CoinDesk. According to CoinDesk, the Proskauer group takes the tally to $1.8 billion, with more to come in the form of a third ad hoc group being represented by Kirkland & Ellis, the law firm representing bankrupt crypto firms Celsius Network and Voyager Digital, the second person said. The amount of loans this third group is owed is not known. In addition, the Gemini customers group is being represented by law firm Latham & Watkins, the second person said. In a letter to investors on Nov. 23, Genesis said it had "begun discussions with potential investors and our largest creditors and borrowers, including Gemini and DCG [Digital Currency Group], to agree on a solution that shores up our lending business' overall liquidity and addresses clients' needs." Genesis and CoinDesk are both owned by DCG. About Genesis Genesis launched the first OTC bitcoin trading desk in 2013. Since then, it has grown to facilitate hundreds of billions in annual transactions. Genesis is the biggest trading desk for professional investors in cryptocurrency markets. Genesis is a unit of Stamford, Connecticut-based Digital Currency Group, a venture capital company focusing on the digital currency market. Aside from Genesis, DCG's subsidiaries are CoinDesk, Foundry, Genesis, Grayscale Investments, and Luna. The lending arm of crypto investment bank Genesis Global Trading said mid-November 2022 that it is temporarily suspending redemptions and new loan originations in the wake of FTX's collapse. The unit, known as Genesis Global Capital, serves an institutional client base and had $2.8 billion in total active loans as of the end of the third quarter of 2022. The year 2022 has been a rough year for the crypto industry. The price of bitcoin has dropped 65% since the start of the year, the cryptocurrency Luna suffered a total collapse in value, and several crypto firms have collapsed into bankruptcy. Companies that have sought Chapter 11 protection include crytpo hedge fund Three Arrows Capital, crytpo lender Celsius Network, New Jersey-based crypto lender Voyager Digital, Bahamas-based exchange FTX Trading, and Trenton, New Jersey-based crypto lender BlockFi. Genesis Global Capital in November 2022 confirmed that it has hired investment bank Moelis & Co. to explore how to shore up its crypto-lending business' liquidity and address clients' needs, days after halting withdrawals. "We've begun discussions with potential investors and our largest creditors and borrowers, including Gemini and DCG," Genesis interim CEO Derar Islim said in a memo sent to customers. "We expect to expand these conversations in the coming days," noting that Moelis was hired to fast-track these talks. GLORIA HERNDON: G.B. Properties Buying Rockville Property for $1.2M ------------------------------------------------------------------- Gloria Elaine Herndon asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of the real property and improvements known as 9909 Bald Cypress Drive, Rockville, MD 20950, to G.B. Properties, LLC, for $1.2 million. On Nov. 1, 2022, the Movant entered into a Contract of Sale whereby she proposes to sell the Property to the Purchaser in accordance with the terms of the Contract of Sale. The Contract of Sale has a settlement date of Dec. 15, 2022. The Property to be sold is encumbered by the following lien(s) and encumbrance(s): a. A first priority mortgage/deed of trust lien recorded amount the land records of Montgomery County for the benefit of Chase Mortgage. As of the date of the bankruptcy filing, the unpaid balance due was approximately $395,112. b. A judgment lien in favor of FM Pool 2007, LLC. The judgment lien's unpaid balance is approximately $2.3 million. FM Pool, LLC has been granted a relief of stay and was set to execute on the Property. The sale of the Property was delayed allowing the Debtor to sell the Property and pay a reduced amount in consideration of FM Pool reducing and satisfying the entire judgment. However, FM Pool required the Debtor to pay by Dec. 15, 2022. c. Four judgment liens, including South Shore Condominium Association, South Shore Homeowner's Association, Kacem Enterprises, Inc. and Willows of Potomac Community Association. These 4 judgment liens are the subjects of Motions to Avoid Lien that were filed by the Debtor on Nov. 2, 2022. The Movant proposes to sell the Property with the proceeds of sale to be used to pay the costs of the sale, including any outstanding taxes for the Property that are due and owing, any realtor's commissions and fees, and the outstanding balance due to the holder of the note and deed of trust/mortgage, Chase Bank and FM Pool. The remaining proceeds, after payment of the costs of sale will be deposited in the Movant's DIP account and used for funding her Chapter 11 plan. The Movant believes that the proposed purchase price is fair and reasonable in light of the value of comparable properties in the area, and is in the best interests of the bankruptcy estate and creditors and parties in interest. A copy of the Contract of Sale is available at https://tinyurl.com/4feftd4b from PacerMonitor.com free of charge. The Chapter 11 case in In re Gloria Elaine Herndon (Bankr. D. Md. Case No. 21-15697 TJC). GRAHAM ENT LLC: SARE Files for Chapter 11 Bankruptcy ---------------------------------------------------- Graham Ent LLC filed for chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of New York. The Debtor, a Single Asset Real Estate, owns the property at 947 East 98th Street Brooklyn, NY 11236. The property has a value of $2.050 million. Secured creditor BP3 Capital, LLC, has a claim of $626,727 on account of a mortgage. According to court filings, Graham Ent LLC estimates between $500,000 million and $1 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. The Chapter 11 Plan and Disclosure Statement are due by March 30, 2023. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Jan. 9, 2023, at 11:00 AM at Teleconference - Brooklyn. (hrm) About Graham Ent LLC Graham Ent LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Graham Ent LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42961) on Nov. 30, 2022. In the petition filed by George Graham, as managing member, the Debtor reported assets and liabilities between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge Nancy Hershey Lord. The Debtor is represented by: Law Office of Gregory Messer, PLLC c/o Gregory M. Messer, Esq. 947 East 98th Street Brooklyn, NY 11236 GREGORY P. RUSSELL: $200K Sale of Tallahassee Property Approved --------------------------------------------------------------- Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida authorized Gregory P. Russell's sale of approximately 10 acres of vacant land located at Portland Avenue, in Tallahassee, Florida 32303, Parcel ID 2115206060000, to Commercial Real Estate Consultant Services LLC or its assigns for $200,000. The Sale is free and clear of all liens, claims, encumbrances, and interests. The Debtor has made sufficient allegations and a request in the Motion to waive the 14-day stay requirement of Bankruptcy Rule 6004(h). No objections being raised, the 14-day stay requirement of Rule 6004(h) is lifted immediately upon execution of the Order. All net sale proceeds after payment of taxes (if any) and other closing costs will be paid directly to United National Bank out of closing. Gregory P. Russell sought Chapter 11 protection (Bankr. N.D. Fla. Case No. 21-40054) on Feb. 18, 2021. The Debtor tapped Robert Bruner, Esq., at Bruner Wright, P.A. as counsel. HANJRA TRUCKING: Seeks to Hire BLG CFO as Accountant ---------------------------------------------------- Hanjra Trucking Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire BLG CFO LLC, doing business as Bottom Line CFO Services, as its bookkeeper and accountant. The firm's services include: a. preparing and reviewing monthly operating statements and other financial reports or statements; and b. rendering such other financial assistance or services as may be necessary in the Debtor's Chapter 11 case. BLG will bill an hourly fee of $75 for bookkeeping and financial reporting, and an hourly fee of $125 for financial advisory services. The firm received an upfront retainer payment of $5,000. As disclosed in court filings, BLG is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey Cohen BLG CFO LLC d/b/a Bottom Line CFO Services 24751 Sussex St. Oak Park, MI 48237 Email: info@bottomlinecfos.com About Hanjra Trucking Hanjra Trucking, Inc. is a licensed and bonded freight shipping and trucking company running freight hauling business. The company is based in Westbury, N.Y. Hanjra Trucking filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-72237) on Aug. 29, 2022, with between $1 million and $10 million in both assets and liabilities. Salvatore LaMonica has been appointed as Subchapter V trustee. Judge Robert E. Grossman oversees the case. The Debtor is represented by Charles Wertman, Esq., at the Law Offices of Charles Wertman P.C. HEMISPHERE MEDIA: S&P Rates $335MM Senior Secured Term Loan A 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to the $335 million senior secured term loan A due 2027 issued by Hemisphere Media Group Inc.'s subsidiary Hemisphere Media Holdings LLC. The '3' recovery rating indicates S&P's expectation for substantial (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a payment default. Hemisphere used the proceeds from this loan, along with cash on hand and the cash proceeds from its sale of Pantaya, to purchase all of its outstanding shares and retire its existing debt. The transaction closed on Sept. 13, 2022, and Searchlight Capital Partners now owns 100% of Hemisphere Media Group Inc. S&P said, "All our existing ratings on Hemisphere, including our 'B' issuer credit rating and stable outlook, are unchanged. The company's $335 million term loan A is smaller than the $370 million term loan B it originally contemplated but we still expect its leverage to remain in the mid- to high-4x area over the 12 months following its take-private transaction. Additionally, we expect Hemisphere will generate free operating cash flow (FOCF) to debt of about 8%-10% on an annual basis, which is an improvement from its roughly breakeven FOCF in 2021." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- The company's proposed capital structure comprises a $35 million senior secured revolving credit facility maturing in 2027 and a $335 million senior secured term loan A maturing in 2027. -- The senior secured debt is guaranteed on a first-priority secured basis by each existing domestic subsidiary and certain subsequently acquired or organized subsidiaries. Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring in 2025 due to a significant reduction in ad revenue because of economic weakness, further damage to Puerto Rico's infrastructure, increased competition in the U.S. Spanish-language market, subscriber and retransmission revenue losses from alternative forms of media, the failure to integrate a large acquisition, or a combination of factors that lead to a larger-than-expected decline in its EBITDA. -- S&P assumes 85% of the revolver is drawn at default, LIBOR is 2.5%, and all debt amounts include six months of prepetition interest. -- S&P values the company as a going concern using a distressed EBITDA multiple of 6x, which is in line with the multiples it uses for its rated TV network peers. Simplified waterfall -- EBTIDA at emergence: About $39.0 million -- EBITDA multiple: 6x -- Net enterprise value at default (after 5% administrative costs): About $220 million -- Estimated senior secured debt claims: About $220 million --Recovery expectations: 50%-70% (rounded estimate: 60%) HIGH LINER: S&P Alters Outlook to Positive, Affirms 'B' ICR ----------------------------------------------------------- S&P Global Ratings revised the outlook on Lunenberg, N.S.-based High Liner Foods Inc. to positive from stable. S&P said, "At the same time, we affirmed our 'B' issuer credit rating on the company and our 'B+' issue-level rating on High Liner's senior secured term loan B. The '2' recovery rating on the debt is unchanged, indicating our expectation of substantial (70%-90%; rounded estimate: 70%) recovery in a default scenario. "The positive outlook indicates the possibility we could raise the ratings on High Liner in the near term as the company continues to sustain improved operating performance by exhibiting resiliency amid challenging macroeconomics in 2023. We expect High Liner will adequately manage its working capital needs and generate positive free operating cash flows (FOCF) in 2023 while maintaining leverage well below 4.0x." High Liner's operating performance remains resilient amid macroeconomic uncertainties, underpinned by continued demand for the company's frozen seafood products. The positive outlook reflects S&P's favorable view of High Liner's strong operating performance. Increased consumer mobility bodes well for the company through 2022. As a result, High Liner's revenues and EBITDA for the last 12 months (LTM) to Sept. 30, 2022, increased materially compared with the same period last year and almost 30% compared with 2019. The robust growth is a combination of recovery in the food service segment (which makes up of 60% of High Liner's total revenues), volume growth from new customers in the retail segment, and a favorable effect from pricing initiatives. Furthermore, periodic repayments on the company's term loan over past two years have helped reduce debt. As a result of consistent EBITDA growth and debt reduction, High Liner has sustained its debt-to-EBITDA ratio in the 3.5x-4.0x range through the COVID-19 pandemic. S&P said, "S&P Global Economics expects subdued economic conditions in the U.S and Canada for 2023. We believe that historically high inflationary pressures are likely to persist in the first half of next year. That, along with rising interest rates, will limit consumer purchasing power and consumers could trade down to lower-margin value products. Similarly, although key costs for High Liner are easing, they remain elevated compared with pre-pandemic levels. Despite these challenges, we expect demand for High Liner's products will be favorable through 2023. Solid brand recognition, consumers' preference for seafood product categories, a diverse customer mix, and diversity in stockkeeping units offered at different price points are underlying factors that should enable High Liner to maintain its overall volumes sold. In addition, pricing increases to offset inflationary pressures should support operating performance. "Therefore, we anticipate total revenues to increase in the low-to-mid single-digit percentage area in 2023. Similarly, due to revenue growth and better cost control, we expect absolute EBITDA on an S&P Global Ratings-adjusted basis to be consistent with 2022 levels. "High Liner has demonstrated a prudent financial policy that is credit supportive. The company has prudently managed its balance sheet and liquidity amid uncertainty, bringing S&P Global Ratings-adjusted leverage to 3.4x as of LTM Sept. 30, 2022, compared with 5x-6x historically. We estimate higher-than usual borrowings on High Liner's asset-based lending (ABL) facility as the company builds inventory ahead of the seasonally strong first quarter. Despite higher debt (driven by higher inventory build), we expect the company will exit fiscal 2022 with a debt-to-EBITDA ratio of about 4.0x gradually improving to 3.5x in 2023, a leverage level comfortably below our upgrade threshold of less than 4.0x. We also expect High Liner will maintain a conservative capital allocation policy with respect to acquisitions, dividend distributions, and share repurchases in the near term. "Our expectation of meaningful FOCF deficits in the short term constrains rating upside. High Liner's business is seasonal and working-capital intensive. Therefore, the company is required to invest in inventory during the fourth quarter of any year. As a result, we expect High Liner will exit 2022 with sizable working capital cash outflows (mainly inventory) and meaningful free cash flow deficits in the US$85 million-US$90 million range. High Liner has increased its ABL facility to US$200 million from US$150 million in anticipation of increased working capital needs. Nevertheless, we expect the FOCF deficit will be temporary and that the company should be able to generate positive free cash flows by midyear 2023 as it converts its inventory into cash. For 2023, we forecast High Liner's requirements to build inventory will be lower to reflect better efficiency but also reduced supply-chain challenges; we estimate positive free cash flows of about US$50 million-US$55 million in 2023. "The positive outlook indicates the possibility we could raise the ratings on High Liner in the near term as the company continues to sustain its improved operating performance by exhibiting resiliency amid challenging macroeconomic conditions in 2023. We expect High Liner will adequately manage its working capital needs and generate positive FOCF in 2023. The positive outlook also incorporates significantly improved debt to EBITDA from better-than-expected operating performance and our belief that High Liner is committed to holding its leverage below 4.0x. "We could revise the outlook to stable if, over the next 12 months, High Liner's adjusted debt to EBITDA weakens above 4.0x and free cash flow deficits continue. This scenario could occur if High Liner is unable to successfully sell-through its inventory, leading to persistent working capital outflows and delaying its ability to repay the borrowings on the ABL." S&P could raise its ratings on the company if it forecasts High Liner's leverage at 3.5x or below. S&P believes this could occur if the company demonstrates: -- Sustained organic growth by continuing to gain share and new business in both its retail and foodservice segments; -- Working capital and inventory management resulting in positive FOCF in 2023; and -- Conservative capital allocation policies. HUSTLE WORKSHOP: Seeks to Hire Nathaniel J. Thompson as Counsel --------------------------------------------------------------- Hustle Workshop, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire the Law Office of Nathaniel J. Thompson, LLC as its counsel. The firm's services include: a. analysis of the Debtor's financial situation and advice concerning a plan of reorganization; b. legal advice concerning the Debtor's powers and duties; c. preparation and filing of schedules, statement of affairs and any other required documents; d. representation at the meeting of creditors and all hearings related to the Debtor's Chapter 11 case; e. representation of the Debtor in any adversary proceeding or contested matter arising from this bankruptcy case; f. preparation of legal documents; and g. other necessary legal services. The hourly rates charged by the firm are as follows: Nathaniel J. Thompson $275 per hour Paralegals $125 per hour The firm will receive the sum of $5,000 as retainer from the Debtor for its fees and costs. Nathaniel Thompson, Esq., disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm may be reached at: Nathaniel J. Thompson, Esq. Law Offices of Nathaniel J. Thompson, LLC 3900 E Mexico Ave. Suite 300 Denver, CO 80210 Tel: (720)319-7049 Fax: (303)927-0809 Email: njtlawdenver@gmail.com About Hustle Workshop Hustle Workshop, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-14466) on Nov. 14, 2022, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Nathaniel Thompson, Esq. at the Law Office of Nathaniel J. Thompson, LLC represents the Debtor as counsel. IAZ LAND: Sets Bidding Procedures for Substantially All Assets -------------------------------------------------------------- IAZ Land, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to approve the bidding procedures in connection with the sale of substantially all assets, free and clear of all liens, claims, encumbrances and interests. Charles Mouranie has been appointed Subchapter V Trustee. The Debtor is the land contract vendee for a gas station and car wash located at 6500 and 6530 Gratiot Avenue, Detroit ("Real Property") and various personal property used in the operation of a gas station and remaining at the Real Property. On July 31, 2019, Barrick Properties #40, LLC entered into a land contract with the Debtor to convey the gasoline station, convenience store, and car wash located at the Real Property to the Debtor for a total purchase price of $275,000. A Memorandum of Land Contract was recorded on Aug. 20, 2019, with the Wayne County Register of Deeds evidencing the land contract sale by Barrick Properties to the Debtor. The Memorandum of Land Contract and the Land Contract both set forth a 10-year motor fuel restriction against the station in favor of Barrick Properties and Barrick Enterprises, Inc. ("BEI"" and collective with Barrick Properties, "Barrick") that runs continuously with the land so long as the property is used for petroleum purposes ("Supply Agreement"). BEI received a security mortgage to secure the Debtor's performance under the Supply Agreement and an all asset UCC-1 Financing Statement against the personal property of the Debtor. The Debtor has determined, in the exercise of its business judgment, and as a part of a court-approved resolution pursuant to the Order Modifying Order Granting Debtor's Motion for Immediate Turnover of Real and Personal Propertyas Property of the Estate and Denying Motion for Willful Violation of the Automatic Stay and its Plan of Liquidation of IAZ Land, LLC, that the best way to maximize the value of its assets is to sell such assets through the Sale pursuant to section 363 of the Bankruptcy Code. The Debtor and its professionals have been and will continue exposing the Assets to competitive bidding through a marketing and auction process pursuant to the Bidding Procedures. Accordingly, by the Motion, the Debtor seeks authority to implement the Bidding Procedures so as to market and solicit offers for the Assets efficiently. The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 9, 2023, at 5:00 p.m. (ET) b. Initial Bid: A value of at least either (a) $650,000; or (b) $75,000 plus the assumption and cure of the Barrick Agreements. A Bid for the Assets may not be contingent upon any financing conditions whatsoever. c. Deposit: 10% of the Purchase Price d. Auction: The Auction will take place on Jan. 11, 2023 at 12:00 p.m. (ET), or such other place and time as the Debtor will notify all Qualified Bidders, the Subchapter V Trustee, Barrick, and the Office of the United States Trustee. e. Bid Increments: $5,000 f. Sale Hearing: Jan. 16, 2023, at 11:00 a.m. (ET) g. Sale Objection Deadline: Dec. 19, 2022 h. Closing: No later than seven days following the entry of the Sale Order as a Final Order i. Credit Bidding: Barrick should be permitted to bid any portion of their pre-petition claims. The Debtor has served a copy of the Motion and the proposed Bidding Procedures Order pursuant to Bankruptcy Rule 2002(a) and (c). It also proposes, within three business days after the entry of the Bidding Procedures Order, to serve a copy of the Sale Notice, the Bidding Procedures Order, and the Bidding Procedures. The Subchapter V Trustee will be responsible to implement the Bidding Procedures, including the selection of Qualified Bidders and conducting the Auction if the Responsible Person, Wassef Zahr, or an entity of which he is a member or shareholder, bids on the Assets. To enhance the value of its estate (by curtailing further administrative liability, the Debtor requests to assume and assign the Purchased Contracts to the Successful Bidder. In the event that Barrick is the Successful Bidder for the Assets, it must pay all approved administrative expenses of the Debtor and the Subchapter V Trustee. The Debtor requests that the Court waives the stay imposed under Bankruptcy Rules 6004(h). A copy of the Bidding Procedures is available at https://tinyurl.com/5f8t84yn from PacerMonitor.com free of charge. About IAZ Land IAZ Land, LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-45083) on June 28, 2022, listing up to $500,000 in assets and up to $1 million in liabilities. Charles M. Mouranie has been appointed as Subchapter V trustee. Ernest M. Hassan, III, Esq., at Stevenson & Bullock, P.L.C. is the Debtor's counsel. Charles Mouranie has been appointed Subchapter V Trustee. INNOVATE CORP: Unit Extends Maturity of $52.2M Notes to Dec. 30 --------------------------------------------------------------- HC2 Broadcasting Holdings, Inc., an indirect subsidiary of Innovate Corp., entered into a Sixth Omnibus Amendment to Secured Notes extending the maturity date of $52.2 million of its Senior Secured Notes from Nov. 30, 2022, to Dec. 30, 2022. The terms of the notes are otherwise substantially unchanged, according to a Form 8-K filed with the Securities and Exchange Commission. About Innovate New York-based INNOVATE -- www.innovatecorp.com -- is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. The Company seeks to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. As of Dec. 31, 2021, the Company's three operating platforms or reportable segments, based on management's organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus its Other segment, which includes businesses that do not meet the separately reportable segment thresholds. INNOVATE reported a net loss of $236.2 million in 2021 following a net loss of $102.1 million in 2020. As of Dec. 31, 2021, INNOVATE had $1.08 billion in total assets, $1.06 billion in total liabilities, and $68.1 million in temporary equity, and a total stockholders' deficit of $56.2 million. * * * As reported by the TCR on Oct. 31, 2022, Moody's Investors Service downgraded INNOVATE Corp.'s corporate family rating to Caa1 from B3. "The downgrade reflects weakness in INNOVATE's credit metrics - at the holding company level as well as on a consolidated basis which Moody's expect will continue for the next 12-18 months, combined with tight liquidity," said Sandeep Sama, Moody's vice president, senior analyst and lead analyst for INNOVATE. ISF PROPERTIES: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------ ISF Properties LLC filed for chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of New York. The Debtor disclosed $3.551 million in assets against $2.837 million in liabilities in its schedules. The Debtor owns a commercial Building at 351 Sand Ln, Staten Island, NY 10305, with a value of $3.550 million. Secured creditor AJ Partners LLC is owed $2.825 million. The petition states that funds will be available to unsecured creditors. The Debtor's Chapter 11 Plan and Disclosure Statement are due by May 30, 2023. The Debtor has filed a motion to set 5:00 P.M. EST on Feb. 27, 2023, as the general claims bar date. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Jan. 6, 2023, at 1:00 PM at Teleconference - Brooklyn. About ISF Properties ISF Properties LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42954) on Nov. 29, 2022. In the petition filed by Greg Fleyshmakher, as president, the Debtor reported assets and liabilities between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge Jil Mazer-Marino. The Debtor is represented by: Alla Kachan, Esq. Law Offices of Alla Kachan P.C. 351 Sand Ln Staten Island, NY 10305 IVS COMM: Case Summary & Five Unsecured Creditors ------------------------------------------------- Debtor: IVS Comm, Inc. 1020 E. Michigan Ave. J Plymouth, MI 48176 Business Description: IVS Comm is a provider of cloud communication services for small to medium size companies that need the functionality and quality offered to large companies at an affordable cost. Chapter 11 Petition Date: December 5, 2022 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 22-49513 Debtor's Counsel: Donald C. Darnell, Esq. DARNELL LAW OFFICE 8080 Grand St. Dexter, MI 48130 Tel: (734) 424-5200 Email: dondarnell@darnell-law.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Marc Browning as president. A copy of the Debtor's list of five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7XZKQSQ/IVS_Comm_Inc__miebke-22-49513__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3M43IXY/IVS_Comm_Inc__miebke-22-49513__0001.0.pdf?mcid=tGE4TAMA JAMES WHITBY: Ronald Altamirano Buying Miami Property for $650K --------------------------------------------------------------- James Whitby and Lisa L. Chamberlin ask the U.S. Bankruptcy Court for the Southern District of Florida to approve their sale of their fire damaged property located at 25005 S.W. 157th Avenue, in Miami, Florida 33032, to Ronald Altamirano for $650,000. On April 2, 2019, the Debtors filed their Combined Plan of Reorganization and Disclosure Statement. The Plan provides for restructuring of secured and unsecured obligations on three residential properties owned by the Debtors -- their primary residence located at 24600 S.W. 123rd Avenue, Homestead, FL 33031; a rental property located at 12695 S.W. 248th Street, Miami, FL 33032; and the 25005 Property. The 25005 Property is more particularly described as: The North half (N-1/2) of the Southwest Quarter (SW 1/4) of the Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of Section 28, Township 56 South, Range 39 East, less the West 35 feet thereof, now situate, lying and being in Miami-Dade County, Florida. The Debtors have substantially complied with their obligations under the Plan as confirmed. By virtue of the CARES Act and other COVID-19 relief, the Debtors were provided a period of forbearance of some Plan obligations to their secured creditors. Notwithstanding the forbearances, due to COVID-19 and other associated factors, the Debtors have fallen behind on some payments to their secured and unsecured creditors. The Class 3 Secured Creditor under the Plan is The Bank of New York Mellon f/k/a The Bank of New York, as Trustee for the Certificate holders of CWALT, Inc., Alternative Loan Trust 2005-81, Mortgage Pass-Through Certificates, Series 2005-81A ("Bank of NY"), who holds a first mortgage lien on the 25005 Property. The Plan as modified by the Confirmation Order provides for payment to Bank of NY of an agreed secured amount of $400,000, at an annual interest rate of 4%, amortized and payable in installments of principal and interest over 20 years. The balance of Bank of NY's claim is treated as a Class 7 Unsecured Lender Deficiency Claim. The current outstanding balance due on Bank of NY's Class 3 Secured Claim is approximately $391,150, which includes accrued interest and advances made by Bank of NY, less credit for $101,280 in insurance proceeds held in escrow by Bank of NY. Because the Debtors fell behind on their payments to Bank of NY, Bank of NY filed a Motion to Reopen Bankruptcy Case seeking relief to serve a notice of default on the Debtors. On Nov. 15, 2022, the Court entered an Order Reopening the Case for the limited purpose of Bank of NY serving its notice of default and for the Debtors to seek modification of the Confirmed Plan. Although part of the Debtors’ reorganization plan was to refurbish the 25005 Property and either sell or rent it, economic constraints have prevented the Debtors from realizing those plans. The Debtors currently do not have the capital to maintain or refurbish the 25005 Property and due to the recent increase in property values, they believe that a sale of the property will result in sufficient equity to pay off the secured obligation on the 25005 Property. The Debtors intend to utilize the balance of the sale proceeds to make an early pay off of the remaining Plan payments to the Class 7 Unsecured Creditors and a significant reduction of the Class 1 and 2 secured claims. Over the past several months, the Debtors have received a number of unsolicited verbal offers to purchase the 25005 Property. On Nov. 17, 2022, the Buyer presented an As Is Residential Contract for Sale and Purchase to the Debtors, offering to purchase the 25005 Property for the sum of $650,000. The Debtors believe the offer made by the Buyer to be acceptable and represents a fair and reasonable price for the 25005 Property, and therefore on Nov. 18, 2022, executed the Contract conditionally upon and subject to the Court's approval. The sale of the 25005 Property will not prejudice any creditor of the Debtors' bankruptcy estate and will only serve as a benefit by providing an early payment in full of their obligations to Bank of NY and the Unsecured Deficiency Creditors, and a significant payment to the Class 1 and 2 Secured Creditors. Time is of the essence for approval of the sale of the 25005 Property as the Contract provides for a closing on Dec. 31, 2022. The Debtors request that the Court authorizes the sale of the 25005 Property, free and clear of any and all liens, claims and encumbrances, with Bank of NY's mortgage lien attaching to the net proceeds of the sale of the 25005 Property and to be paid in full at the closing for the sale of the 25005 Property. The Debtors further request that at the closing of the sale of the 25005 Property, the closing agent will be authorized, without further order of the Court, to pay all reasonable closing costs, including but not limited to settlement fees and costs to the closing agent, attorney's fees and costs to the Buyer's and Debtors' real estate counsel, recording fees, courier fees, wire fees, and other incidental costs. The sale of the 25005 Property will be in accordance with the modified Confirmed Plan and thus no documentary stamps or taxes may be assessed with respect to the sale. The Motion is being served on the Miami-Dade County Tax Collector and the Florida Department of Revenue for the purpose of providing notice and compliance and unless a timely objection is filed by any appropriate taxing authority, no documentary stamps or taxes will be required to be paid with respect to transfer of the 25005 Property to the Buyer. A copy of the Contract for Sale & Purchase is available at https://tinyurl.com/4889692k from PacerMonitor.com free of charge. James Whitby and Lisa L. Chamberlin sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-25128) on Dec. 3, 2018. The Debtors tapped Jeffrey N. Schatzman, Esq., as counsel. JEFFREY CATES: Asks Approval of Easement Agreement With CenturyLink ------------------------------------------------------------------- Jeffrey Scott Cates and Christine Therese Cici-Cates ask the U.S. Bankruptcy Court for the District Minnesota to approve their Easement Agreement with CenturyLink of Minnesota, Inc., free and clear of all liens, claims, encumbrances and interests. A hearing on the Motion is set for Dec. 15, 2022, at 10:00 a.m. The Objection Deadline is Dec. 9, 2022. On Sept. 1, 2021, the Debtors and Oppidan Holdings, LLC entered into a Purchase and Sale Agreement for the sale of approximately 30.18 acres described as 2575 Cates Ranch Drive A/K/A CRP No. 2, Parcel Nos. 04-118-23-14-0004 and legally Described as: LOT 1, BLOCK 1, CATES RANCH SECOND ADDITION, HENNEPIN COUNTY, MINNESOTA. The APA was approved by the Honorable Kathleen H. Sanberg (now retired) pursuant to an order entered on Nov. 9. 2021. The Buyer and the Sellers entered into a First Amended Purchase and Sales Agreement on Feb. 15, 2022. The First Amended Purchase and Sale Agreement was subject to approval by the Bankruptcy Court, but the Debtor never sought approval of said agreement. The Debtors and Oppidan entered into a Second Amended Purchase and Sale Agreement on March 10, 2022 that modified the date of the payments under the Original Agreement but otherwise ratified the terms of the Original Agreement. The Second Amended Purchase and Sale Agreement was approved by the judge in the Bankruptcy Case pursuant to an order entered on April 5, 2022. Oppidan terminated the Original Sales Agreement on May 4, 2022 because certain conditions expected by the Buyer were not met, specifically, on April 5, 2022, the Medina, Minnesota City Council did not approve the request of the Buyer to amend the Medina Comprehensive Plan to include the 67.1 Acres included in the Original Agreement, but encouraged the Buyer to come back with a proposal for amendment of the Comprehensive Plan for the city of Medina with regard to the smaller 30.18 acre parcel (2575 Cates Ranch Rd a/k/a CRP No. 2). A New Agreement was then entered into on May 4, 2022 between the Debtor and Oppidan. The New Agreement with Oppidan provides that only one parcel belonging to the Cates will be sold to Oppidan for $4,501,000 with a closing no later than Dec. 30,2022. That New Agreement was approved by the Court on May 31, 2022. An Amended New Agreement is being contemplated by the parties and is or will be filed with the Court with a delay in closing and other changes contemplated. However, both sides to the agreement are committed to seeing the sale go to closing. In addition to the approval of the amendment to the Comprehensive plan, Oppidan's proposed development requires City approval of separate land use applications for rezoning, site plan, and preliminary and final plat of the Debtor's property. The final approval of the amendment to the comprehensive plan is expressly conditioned on subsequent City review and approval of these conditions. A further condition is for the Debtor to provide the City the land necessary to accommodate a public lift station that will be constructed, owned, operated, and maintained by the City. The Cates and the City came to an agreement on the Lift Station in September of 2022. The Debtor moved and the Court approved the lift station easement without objection. The City has now realized that the granting of the Lift Station easement conflicts with an existing telephone easement owned by CenturyLink over the same parcel of land where the Lift Station easement was granted. To remedy this problem, the City and CenturyLink have agreed that the existing phone easement should be moved as set out in Exhibit B to accommodate the Lift Station easement. The Motion seeks to grant that amended easement to CenturyLink. The Debtors seek Court authorization to allow the hearing to be heard on an expedited basis and to be allowed to provide an easement to CenturyLink as part of the obligations of the New Agreement with Oppidan Holdings. Sound business reasons exist for the approval of the Easement. A copy of the Easement Agreement & Exhibit B is available at https://tinyurl.com/2fcetn4p from PacerMonitor.com free of charge. Jeffrey Scott Cates and Christine Therese Cici-Cates sought Chapter 11 protection (Bankr. D. Minn. Case No. 21-40882) on May 17, 2021. The Debtors tapped Kenneth Edstrom, Esq., at Sapientia Law Group, PLLP as counsel. JEFFREY CATES: Sells Ranch Drive Property to Oppidan for $3.4-Mil. ------------------------------------------------------------------ Jeffrey Scott Cates and Christine Therese Cici-Cates filed with the U.S. Bankruptcy Court for the District Minnesota a notice of proposed private sale of approximately 30.18 acres described as 2575 Cates Ranch Drive A/K/A CRP No. 2, Parcel Nos. 04-118-23-14-0004 and legally Described as: LOT 1, BLOCK 1, CATES RANCH SECOND ADDITION, HENNEPIN COUNTY, MINNESOTA, to Oppidan Holdings, LLC, for $3.4 million with a contingency payment of up to $600,000, free and clear of all liens, claims, encumbrances and interests. A hearing on the Motion is set for Dec. 15, 2022, at 10:00 a.m. The Objection Deadline is Dec. 9, 2022. On Sept. 1, 2021, the Debtors and Oppidan entered into a Purchase and Sale Agreement for the sale of the Property owned by the Debtors. The APA was approved by the Honorable Kathleen H. Sanberg (now retired) pursuant to an order entered on Nov. 9. 2021. The Buyer and the Sellers entered into a First Amended Purchase and Sales Agreement on Feb. 15, 2022. The First Amended Purchase and Sale Agreement was subject to approval by the Bankruptcy Court, but the Debtor never sought approval of said agreement. The Debtors and Oppidan entered into a Second Amended Purchase and Sale Agreement on March 10, 2022 that modified the date of the payments under the Original Agreement but otherwise ratified the terms of the Original Agreement. The Second Amended Purchase and Sale Agreement was approved by the judge in the Bankruptcy Case pursuant to an order entered on April 5, 2022. Oppidan terminated the Original Sales Agreement on May 4, 2022 because certain conditions expected by the Buyer were not met, specifically, on April 5, 2022, the Medina, Minnesota City Council did not approve the request of the Buyer to amend the Medina Comprehensive Plan to include the 67.1 Acres included in the Original Agreement, but encouraged the Buyer to come back with a proposal for amendment of the Comprehensive Plan for the city of Medina with regard to the smaller 30.18 acre parcel (2575 Cates Ranch Rd a/k/a CRP No. 2). The Buyer and the Sellers entered into a New Purchase and Sale Agreement on May 4, 2022 that modified the date of the payments under the Original Agreement, reduced the amount of land purchased to CRP #2, paid the Cates $100,000 for the delay caused by having to extend the closing date, reduced the price of the land to $4,501,000, extended the various dates for payment of earnest money and the closing but otherwise ratified the terms of the Original Agreement. The New Purchase and Sale Agreement was approved by the judge in the Bankruptcy Case pursuant to an order entered on May 31, 2022. The Amended New Agreement is necessary as the Buyer has not yet obtained approval of the City of Medina of its Site Plan. Despite its completion of many of the contingencies necessary for the approval of the Buyer's site plan, the date for final approval has slipped to April or May of 2023. Further the Buyer has asked for consideration on the price of the Agreement and the Debtor has agreed to said terms. The price for the 30.18 acres is now $3.4 million with a contingency payment of up to $600,000 as an Additional Amount when the Buyer sells the land to a third party. The Debtor believes that the price to be paid even not including the Additional Amount is enough to pay all administrative, secured and unsecured claims in full. Upon the closing of the sale, the Debtors will hold the net proceeds of the sale, after paying any sales commissions and expenses of the sale, in a segregated bank account until further order of the Court or until consummation of a confirmed plan of reorganization. As adequate protection under 11 U.S.C. Section 363(e), all liens against the 30.18 acres (including the liens held by CorTrust Bank, N.A.) will automatically transfer and attach to the net proceeds of the sale. No further action will be required to perfect the lienholders' interest in the net sale proceeds. The Debtors asks that the Court enters an order approving the Amended New Agreement. The 30.18 acres estimated market value as currently zoned and without a development deal is estimated by the Debtors to be less than $1 million. The Debtors assert based on these values that that the total price of $3.4 million (with a contingent additional payment) being paid for the 30.18 acres being sold is therefore significantly higher than what they could obtain if they sold the property as farmland. They believe that, under the circumstances, the efforts they have made to sell their assets with the resources that they have available are sufficient to allow the Court to approve the sale under 11 USC Section 363 and at a private sale to Oppidan. A copy of the New Agreement is available at https://tinyurl.com/3ceer2as from PacerMonitor.com free of charge. Jeffrey Scott Cates and Christine Therese Cici-Cates sought Chapter 11 protection (Bankr. D. Minn. Case No. 21-40882) on May 17, 2021. The Debtors tapped Kenneth Edstrom, Esq., at Sapientia Law Group, PLLP as counsel. JET OILFIELD: Taps Postlethwaite & Netterville as Accountant ------------------------------------------------------------ Jet Oilfield Services, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Postlethwaite & Netterville as its accountant. The firm's services include: a. training team members in preparing financial analysis, recording accounting transactions, and preparing schedules required by the court, journal entries, and account reconciliations; b. assisting in budgeting; and c. providing assistance with other accounting-related matters. The firm's hourly rates are as follows: Directors $350 per hour Associate Directors $250 per hour Managers $185 per hour Seniors $150 per hour Staff $125 per hour Trent Millican, director of Tax Services Group of Postlethwaite, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Trent Millican, CPA Postlethwaite & Netterville, APAC 8550 United Plaza Blvd., Ste. 1001 Baton Rouge, LA 70809 Phone: 225-922-4600 Fax: 225-922-4611 About Jet Oilfield Services Jet Oilfield Services, LLC provides support activities for mining, and oil and gas extraction industry. The company is based in Midland, Texas. Jet Oilfield Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 22-22-70126) on Oct. 12, 2022. In the petition filed by its managing member and owner, Charles V. Long Jr., the Debtor reported $10 million to $50 million in both assets and liabilities. Judge Tony M. Davis oversees the case. The Debtor is represented by Stephen W. Sather, Esq., at Barron & Newburger, PC. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on Oct. 28, 2022. The committee is represented by Waller Lansden Dortch & Davis, LLP. JORDAN RESTAURANT: Jan. 9, 2023 Plan Confirmation Hearing Set ------------------------------------------------------------- Jordan Restaurant Group, Inc., d/b/a Smokin Aces BBQ & Steakhouse, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement and Chapter 11 Plan. On Nov. 29, 2022, Judge Caryl E. Delano conditionally approved the Disclosure Statement and ordered that: * Jan. 9, 2023, at 2:00 p.m. in Tampa, FL − Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue is the hearing on confirmation of the Plan. * Any written objections to the Disclosure Statement shall be filed no later than 7 days prior to the date of the hearing on confirmation. * Parties in interest shall submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than 8 days before the date of the Confirmation Hearing. * Objections to confirmation shall be filed and served no later than 7 days before the date of the Confirmation Hearing. * The Plan Proponent shall file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. A copy of the order dated November 29, 2022, is available at https://bit.ly/3H6mD22 from PacerMonitor.com at no charge. About Jordan Restaurant Jordan Restaurant Group, Inc., has been in the business of restaurant and food services since August 3, 2015. Jordan Restaurant filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 22-01995) on May 18, 2022. The Debtor is represented by Ronald Cutler, Esq. of RONALD CUTLER P.A. JUST ENERGY: Texas Bankruptcy Court Enters Recognition Order ------------------------------------------------------------ Just Energy Group Inc. , a retail provider specializing in electricity and natural gas commodities and bringing energy efficient solutions and renewable energy options to customers, on Dec. 1 disclosed that the Bankruptcy Court for the Southern District of Texas, Houston Division (the "U.S. Court") has granted an order (the "Recognition Order") that, among other things, recognizes and gives effect, in the United States, to the previously announced approval and vesting order (the "Approval and Vesting Order") granted by the Ontario Superior Court of Justice (Commercial List) on November 3, 2022. The Recognition Order was issued under Chapter 15 of Title 11 of the U.S. Code (the "Chapter 15 Proceedings"). The Approval and Vesting Order approved the transactions (collectively, the "Transaction") provided for under the previously announced transaction agreement entered into on August 4, 2022 (as amended, supplemented or otherwise modified from time to time, the "Transaction Agreement") among Just Energy and the lenders under the Company's debtor-in-possession financing facility, one of their affiliates and the holder of certain assigned secured claims (collectively, the "Purchaser"). The closing of the Transaction is currently expected to occur on December 16, 2022, subject to the satisfaction or waiver of the remaining conditions to closing. On closing of the Transaction, the Purchaser will own all of the outstanding equity of Just Energy (U.S.) Corp., which will be the new parent company of all of the Just Energy Entities (as defined in the Transaction Agreement, other than those entities excluded pursuant to the terms of the Transaction Agreement), including the Company. As previously announced, on closing, all currently outstanding shares, options and other equity of Just Energy will be cancelled or redeemed for no consideration and without any vote of the existing shareholders. Implementation of the Transaction is subject to a condition that Just Energy and the other Just Energy Entities will have ceased to be a reporting issuer under any Canadian or U.S. securities laws, and that no Just Energy Entity will become a reporting issuer under any Canadian or U.S. securities laws as a result of completion of the Transaction. In connection with the completion of the Transaction, the Company: (i) has applied for an order from Canadian securities administrators that it will cease to be a reporting issuer under Canadian securities laws immediately prior to the effective date of the Transaction; and (ii) will file on the date of the completion of the Transaction to suspend its reporting obligations under U.S. securities laws. Additionally, the Company's common shares will be delisted from trading on the NEX board of the TSX Venture Exchange ("NEX") before the closing of the Transaction. To facilitate the delisting of the common shares, it is expected that trading will be halted two trading days prior to closing. The Company's common shares are also quoted on the OTC Pink Sheets. Concurrent with the delisting from the NEX, the Company expects that the common shares will cease trading on the OTC Pink Sheets. The above descriptions are summaries only and are subject to the terms of the Transaction Agreement, a copy of which is available on the Monitor's website and on the SEDAR website at www.sedar.com, on the U.S. Securities and Exchange Commission's website at www.sec.gov and on Just Energy's website at https://investors.justenergy.com/. Just Energy's legal advisors in connection with the ongoing Companies' Creditors Arrangement Act ("CCAA") and Chapter 15 Proceedings are Osler, Hoskin & Harcourt LLP and Kirkland & Ellis LLP. The Company's financial advisor is BMO Capital Markets. Further information regarding Just Energy's CCAA proceedings is available at the Monitor's website at http://cfcanada.fticonsulting.com/justenergy/and at the Omni Agent Solutions case website at https://cases.omniagentsolutions.com/?clientId=3600. Information about Just Energy's CCAA proceedings generally can also be obtained by contacting the Monitor by phone at 416-649-8127 or 1-844-669-6340, or by email at justenergy@fticonsulting.com. About Just Energy Just Energy Group Inc. (TSX:JE; NYSE:JE) -- https//www.justenergy.com/ -- is a retail energy provider specializing in electricity and natural gas commodities and bringing energy efficient solutions and renewable energy options to customers. Currently operating in the United States and Canada, Just Energy serves residential and commercial customers. Just Energy is the parent company of Amigo Energy, Filter Group Inc., Hudson Energy, Interactive Energy Group, Tara Energy, and terrapass. On March 9, 2021, Just Energy Group Inc., Just Energy Corp., Ontario Energy Commodities Inc., Universal Energy Corporation, Just Energy Finance Canada ULC, Hudson Energy Canada Corp., Just Management Corp., Just Energy Finance Holding Inc., 11929747 Canada Inc., 12175592 Canada Inc., JE Services Holdco I Inc., JE Services Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions Corp., Just Energy (U.S.) Corp., Just Energy Illinois Corp, Just Energy Indiana Corp., Just Energy Massachusetts Corp., Just Energy New York Corp., Just Energy Texas I Corp., Just Energy, LLC, Just Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy Solutions Inc., Hudson Energy Services LLC, Hudson Energy Corp., Interactive Energy Group LLC, Hudson Parent Holdings LLC, Drag Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail Energy LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just Energy Marketing Corp., Just Energy Connecticut Corp., Just Energy Limited, Just Solar Holdings Corp., and Just Energy (Finance) Hungary ZRT filed for protection under the Companies' Creditors Arrangement Act ("CCAA") before the Ontario Superior Court of Justice (Commercial List). Just Energy Group Inc. and its affiliates filed petitions under Chapter 15 of the Bankruptcy Code in the United States (Bankr. S.D. Tex. Lead Case No. 21-30823) on March 9, 2021, to seek recognition of the Canadian proceedings. FTI Consulting Canada Inc. has consented to act as monitor in the CCAA proceeding. BMO Capital Markets has been engaged as financial advisor, Osler, Hoskin & Harcourt LLP and Fasken Martineau DuMoulin LLP are legal advisors in Canada, Kirkland & Ellis LLP and Jackson Walker LLP are legal advisors in the United States. KALBARRI AUSTRALIA: Taps Memphis Commercial as Real Estate Broker ----------------------------------------------------------------- Kalbarri Australia, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Ed Larkin, a real estate broker at Memphis Commercial & Industrial Real Estate. The Debtor intends to enter a new lease with War Logistics for the real property in Memphis, Tenn., and requires the services of a real estate broker. The broker will receive a 6 percent commission as soon as the Debtor enters into a lease. As disclosed in court filings, Mr. Larkin and Memphis Commercial are both disinterested within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Larkin can be reached at: Ed Larkin Memphis Commercial & Industrial Real Estate 3885 S. Perkins Rd, Suite 12 Memphis, TN 38118 Phone: 901-375-4300 Email: ed@memphisci.com About Kalbarri Australia Kalbarri Australia, LLC, a Memphis-based company, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 22-23562) on Aug. 25, 2022. In the petition filed by its manager, George X. Canno, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Denise E. Barnett oversees the case. The Debtor tapped Adam M. Langley, Esq., at Butler Snow, LLP as bankruptcy counsel and G. Gregory Voehringer, Esq., at Voehringer Law Firm, PC as special counsel. KENSINGTON REALTY: Seeks to Hire Bronster LLP as Legal Counsel -------------------------------------------------------------- Kensington Realty Group Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Bronster, LLP as its legal counsel. The Debtor requires the firm's services, which include: a. giving advice to the Debtor with respect to its powers and duties and the continued management of its property and affairs; b. negotiating with creditors and working out a plan of reorganization, and taking the necessary legal steps in order to effectuate such plan; c. preparing legal papers; d. attending meetings and negotiating with representatives of creditors and other parties, including the Office of the U.S. Trustee and the Subchapter V trustee; e. advising the Debtor in connection with any potential refinancing of secured debt and any potential sale of its business and assets; f. taking any necessary action to obtain approval and confirmation of a plan of reorganization; g. performing all other legal services for the Debtor. The firm will be paid at these rates: Partners $630 - $745 per hour Counsel $585 - $630 per hour Associates $385 - $495 per hour Paralegals $150 per hour As disclosed in court filings, Bronster is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Logan Rappaport, Esq. Bronster, LLP 156 W 56th St Suite 902 New York, NY 10019 Phone: 212-558-9300 Email: lrappaport@bronsterllp.com About Kensington Realty Group Kensington Realty Group Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42817) on Nov. 10, 2022, with up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Elizabeth S Stong presides over the case. J. Logan Rappaport, Esq., at Bronster, LLP represents the Debtor as counsel. LEGACY POOLS: Sale of Mini-Excavator to Zigmund Builders Granted ---------------------------------------------------------------- Judge Lori V. Vaughan the U.S. Bankruptcy Court for the Middle District of Florida authorized Legacy Pools, LLC, to sell its Mini-Excavator # 3000-3999 to Zigmund Builders, Inc. The Sale is free and clear of all liens, claims and encumbrances, with any such liens, claims and encumbrances attaching to the sale proceeds. The Debtor is authorized to take all actions as are necessary to complete the sale of the Equipment to Buyer pursuant to the terms of the Sale Motion, and in accordance with the terms of the parties' agreement as outlined in the letter of intent provided by the Buyer to the Debtor. The sale of the Equipment will be on an "as is" and "where is" basis with no representations or warranties of any nature whatsoever from the Debtor. The claim (Claim #70-1) and lien of Ascentium Capital, and any associated guaranties, will be satisfied in full upon receipt of $29,051.17 from the Debtor following the sale of the Equipment, and Ascentium Capital will not be entitled to any further distribution pursuant to the Debtor's plan of reorganization. Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. About Legacy Pools Legacy Pools LLC -- https://www.legacypools.com -- is a top custom pool builder serving Melbourne, Fla., and surrounding cities. Legacy Pools filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03123) on Aug. 30, 2022, with between $500,000 and $1 million in assets and between $1 million and $10 million in liabilities. Robert Altman has been appointed as Subchapter V trustee. The Debtor is represented by Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP. LIVEWELL ASSISTED: Wins Cash Collateral Access Thru Dec 31 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Livewell Assisted Living, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through December 31, 2022. The Debtor requires the use of cash collateral to continue its ongoing operations. The budget provides for $345,000 in projected income through December 31. The possible lienholders of the Debtor's cash collateral are: Creditor Balance owed -------- ------------ U.S. Small Business Administration $510,017 Itria Ventures $54,483 Forward Financing $114,062 Vox Funding $80,300 Torro, LLC $36,075 Delta Bridge Funding $33,973 Wynwood Capital Group $44,970 United Fund USA $24,481 Seabrook Funding $52,465 EBF Holdings $66,960 CFG Merchant Funding $95,153 Green Grass Capital $47,680 The secured creditors are granted liens in after-acquired revenue to the same extent and priority as they had prior to the filing of the case. A further hearing on the matter is scheduled for December 20 at 10:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3UyUL9E from PacerMonitor.com. The Debtor projects $345,000 in revenue and $346,036 in total expenses for the month of December. About Livewell Assisted Living Livewell Assisted Living, Inc., a part of the continuing care retirement communities industry, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 22-00264) on Feb. 7, 2022, listing up to $500,000 in assets and up to $10 million in liabilities. Justin Beckett, president, signed the petition. Judge David M. Warren oversees the case. Travis Sasser, Esq., at Sasser Law Firm represents the Debtor as legal counsel. M'PROVED METAL: Seeks to Hire Sheehan & Ramsey as Legal Counsel --------------------------------------------------------------- M'Proved Metal Crafters, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire Sheehan & Ramsey, PLLC to handle its Chapter 11 case. The firm's services include: a. consulting with the Subchapter V trustee and any appointed committee concerning the administration of the case; b. investigating the acts, conducts, assets, liabilities, and financial condition of the Debtor; c. formulating a Chapter 11 plan; and d. preparing legal papers and reports that are required for the proper function of the Debtor. Sheehan & Ramsey's hourly rates are as follows: Patrick A. Sheehan $350 per hour Associate Attorneys $275 per hour Paralegals $125 per hour Patrick Sheehan, Esq., a member of Sheehan & Ramsey, disclosed in court filings that he and his firm do not have any connection with the Debtor and its bankruptcy estate and that the firm does not have any adverse interest to the estate. The firm can be reached through: Patrick Sheehan, Esq. Sheehan & Ramsey, PLLC 429 Porter Ave. Ocean Springs, MS 39564 Tel: 228-875-0572 Email: Mike@sheehanlawfirm.com About M'Proved Metal Crafters M'Proved Metal Crafters, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 22-51295) on Nov. 9, 2022, with up to $100,000 in assets and up to $500,000 in liabilities. Robert A. Byrd has been appointed as Subchapter V trustee. Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC represents the Debtor as counsel. MADISON SQUARE: Committee Taps Dundon as Co-Financial Advisor ------------------------------------------------------------- The official committee of unsecured creditors of Madison Square Boys & Girls Club, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Dundon Advisers, LLC as co-financial advisor with Island Capital Advisor, LLC. The firm's services include: a. assisting in the analysis, review, and monitoring of the restructuring process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; b. developing a complete understanding of the Debtor's operations, activities, assets, and such assets' valuations, provided, however, that Island has primary responsibility for real estate matters; c. providing the financial, forensic, and business assessments to enable the committee's counsel at Pachulski Stang Ziehl & Jones, LLP to determine if any assets purported to be restricted from use (by donor intent or otherwise) to resolve liabilities of the Debtor, are in fact so restricted; d. providing the financial, forensic, and business assessments to enable committee counsel to determine what insurance coverage may be available to resolve liabilities of the Debtor; e. determining whether there are viable alternative paths for the disposition of the Debtor's assets (e.g., restructuring, sale) from those proposed by the Debtor; f. monitoring, and to the extent appropriate, assisting the Debtor in the conduct of, efforts to develop and solicit transactions, which would support unsecured creditor recovery, provided, however, that Island has primary responsibility for real estate matters; g. assisting the committee in identifying, valuing, and pursuing estate causes of action, including, but not limited to, relating to pre-bankruptcy transactions, control person liability and lender liability; h. assisting the committee to address claims against the Debtor and to identify, preserve, value and monetize tax assets of the Debtor; i. advising the committee in negotiations with the Debtor and third parties; j. assisting the committee in reviewing the Debtor's financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, cash budgets, and monthly operating reports; k. reviewing and providing analysis of any proposed disclosure statement and Chapter 11 plan, and if appropriate, assisting the committee in developing an alternative plan of reorganization and disclosure statement; l. attending meetings and assisting in discussions with the committee, the committee's counsel, the Debtor, lenders and other financing parties, mediators, the U.S. Trustee, and other concerned parties; m. presenting at meetings of the committee as well as meetings with other key stakeholders and parties; n. performing such other advisory services for the committee as may be necessary or proper in the Debtor's Chapter 11 proceedings; and o. providing testimony on behalf of the committee as and when may be deemed appropriate. The firm will charge these hourly fees: Matthew Dundon $850 per hour Tabish Rizvi $760 per hour YiZhu $625 per hour Michael Whalen $370 per hour Matthew Dundon, a principal at Dundon Advisers, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew Dundon Dundon Advisers, LLC Ten Bank Street, Suite 1100 White Plains, NY 10606 Telephone: (917) 838-1930 Email: md@dundon.com About Madison Square Boys & Girls Club Madison Square Boys & Girls Club, Inc. -- https://www.madisonsquare.org -- was established to save and enhance the lives of New York City boys and girls who by means of economic or social factors are most in need of its services. Madison Square Boys & Girls Club sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10910) on June 29, 2022. In the petition filed by its chief financial officer, Jeffrey Dold, the Debtor reported $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; and Pillsbury Winthrop Shaw Pittman, LLP and Friedman Kaplan Seiler & Adelman, LLP as special counsels. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on July 13, 2022. The committee tapped Pachulski Stang Ziehl & Jones, LLP as legal counsel; and Dundon Advisers, LLC and Island Capital Advisor, LLC as financial advisors. MADISON SQUARE: Panel Taps Island Capital as Co-Financial Advisor ----------------------------------------------------------------- The official committee of unsecured creditors of Madison Square Boys & Girls Club, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Island Capital Advisor, LLC as co-financial advisor with Dundon Advisers, LLC. The firm's services include: a. developing a complete understanding of the Debtor's operations, activities and assets, and such assets' valuations, with a primary focus on real estate assets; b. determining whether there are viable alternative paths for the disposition of the Debtor's assets (e.g., restructuring, sale) from those proposed by the Debtor; c. monitoring, and to the extent appropriate, assisting the Debtor in the conduct of, efforts to develop and solicit transactions which would support unsecured creditor recovery, with a primary focus on real estate assets; d. advising the committee in negotiations with the Debtor and third parties; e. assisting the committee in reviewing the Debtor's financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, cash budgets, and monthly operating reports; f. reviewing and providing analysis of any proposed disclosure statement and Chapter 11 plan, and if appropriate, assisting the committee in developing an alternative plan of reorganization and disclosure statement; g. attending meetings and assisting in discussions with the committee, committee counsel, the Debtor, lenders and other financing parties, mediators, the U.S. Trustee, and other concerned parties; h. presenting at meetings of the committee as well as meetings with other key stakeholders and parties; i. performing such other advisory services for the committee as may be necessary or proper in the Debtor's Chapter 11 proceedings; and j. providing testimony on behalf of the committee as and when may be deemed appropriate. The firm will be paid at these rates: Robert C. Lieber $850 per hour George Carleton $850 per hour Steve Landgraber $760 per hour Scott Woods $675 per hour Robert Lieber, principal at Island Capital, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Lieber Island Capital Advisor, LLC 717 Fifth Avenue New York, NY 10022 Phone: 212-705-5000 Email: info@islecap.com About Madison Square Boys & Girls Club Madison Square Boys & Girls Club, Inc. -- https://www.madisonsquare.org -- was established to save and enhance the lives of New York City boys and girls who by means of economic or social factors are most in need of its services. Madison Square Boys & Girls Club sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10910) on June 29, 2022. In the petition filed by its chief financial officer, Jeffrey Dold, the Debtor reported $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; and Pillsbury Winthrop Shaw Pittman, LLP and Friedman Kaplan Seiler & Adelman, LLP as special counsels. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on July 13, 2022. The committee tapped Pachulski Stang Ziehl & Jones, LLP as legal counsel; and Dundon Advisers, LLC and Island Capital Advisor, LLC as financial advisors. MARKAM TRANSPORT: Selling Equipment Through TruckPaper.com ---------------------------------------------------------- Markam Transport, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to sell certain equipment free and clear of all liens, claims, interests, and encumbrances, through TruckPaper.com or other reasonable sale process. The Debtor was established in 2010 to operate an over-the-road trucking business using trucks and trailers leased from its then-affiliate, Markam Leasing, Inc. The Debtor was Leasing's sole customer, and the Debtor paid all of the expenses of both entities. Thus, the business of the Debtor and Leasing were significantly intertwined. Beginning in 2021, the Debtor's business experienced a slowdown. As a result, the Debtor fell behind on payments to its creditors including its secured creditors. The Debtor and Leasing ceased business operations on Sept. 14, 2022, began winding down their business operations, and liquidating its business and assets. As of Sept. 14, 2022, the Debtor had approximately 14 tractors, 14 trailers, and five stingers and flips. Of the 14 tractors, seven are in need of new engines or have been repaired and are subject to mechanic's liens for the repair costs. Between Sept. 14, 2022 and the Petition Date, the Debtor sold two 2021 trailers for $70,000 each and retired the obligations to Bank Capital thereon. The sales were only $4,000 less than its asking price for each trailer. On the Petition Date, the Debtor estimates that the aggregate fair market value of all of its remaining tractors (if repaired), trailers, and stingers was approximately $2,899.704. The Debtor has listed the tractors, trailers, and stingers for sale on Truckpaper.com. When certain secured creditors expressed their unwillingness to consensually liquidate its business and assets, the Debtor prepared to file the Case. On Oct. 27, 2022, and in anticipation of and as a cost savings measure, Leasing was merged with and into the Debtor. Prior to the Petition Date, the Debtor and Leasing jointly obtained a Small Business Administration section 7(a) loan in the face amount of $2.36 million from Huntington National Bank's predecessor-in-interest, TCF National Bank. As of the Petition Date, Huntington asserted that it was owed approximately $2,217,882.83 in its complaint filed in Huntington National Bank v. Markam Leasing, Inc. and Markam Transport, Inc., Case No. 2022-003982-PD (Macomb County Circuit Court, State of Michigan). The Debtor disputes that Huntington is owed $2.217,882.83. Despite demand, Huntington has failed to provide any evidence in support of the amount it claims is owed. It may further assert that the Huntington Indebtedness is secured by liens substantially all of the Debtor's assets including, without limitation, on certain of the Debtor's trucks and trailers that are described on Exhibit B. The Debtor estimates that the aggregate fair market value of the tractors (if repaired) and trailers subject to Huntington's asserted security interest is $2,289,709, implying approximately $68,000 in equity in the Huntington Equipment. The Huntington Loan was a refinance of several different equipment loans related to the Huntington Equipment. The Exhibit B assigns a value to each piece of Huntington Equipment identified as the "Release Price." The Release Price is equal to the amount of the Huntington Indebtedness that was used to refinance that particular item of Huntington Equipment. The Release Prices are substantially lower than the fair market value of the Huntington Equipment. In addition to the liens of Huntington on the Huntington Equipment, certain tractors encumbered by Huntington's lien are subject to mechanic's liens. Exhibit B also identifies the tractors encumbered by mechanic's liens, the lienor, the amount of the lien, and the location of the tractor. The mechanic's liens encumbering the Huntington Equipment total approximately $114,502.91 in the aggregate. In short, the Debtor has substantial equity of $68,000 in the Huntington Equipment before the mechanic's liens are satisfied if the Huntington Equipment is sold in an orderly fashion. Huntington's equity position in all the Debtor's collateral substantially increases if the Debtor's $447,052 employee retention tax credit is considered. By contrast, Huntington obtained an appraisal of the Huntington Equipment from RJM Auctioneers. Upon information and belief, RJM Auctioneers assigned a liquidation value to the Huntington Equipment of only $1,115,000 -- only one-half of the Huntington Equipment's fair market value. The Debtor has been utilizing TruckPaper.com as a resource to determine the fair market value of the Huntington Equipment and also to market its equipment for sale. It has already had success selling equipment through TruckPaper.com. By this Motion, Debtor seeks authority to sell the Equipment, free and clear of all liens, claims, interests, and encumbrances, through TruckPaper.com or other reasonable sale process, on the following terms: a. The Debtor is authorized to sell one or more pieces of the Huntington Equipment so long as the gross sale proceeds (before payment of taxes, commissions, and ordinary closing costs) are equal to or greater than the Release Price; b. The Debtor will pay all of the net sale proceeds after payment of any mechanic's liens, taxes, commissions, and ordinary closing costs minus the Holdback Amount to Huntington; c. Huntington's lien will transfer to the Holdback Amount; d. The Debtor will be entitled to retain a total of $10,000 from the Net Proceeds ("Holdback Amount") of the first piece of Huntington Equipment sold each month, which will be utilized to preserve the Huntington Equipment as more thoroughly detailed in the Debtor's motion to use cash collateral filed substantially contemporaneous herewith; and e. The Debtor is only authorized to sell the Huntington Equipment to parties who are not insiders as the term is defined by section 101(31). The Debtor has determined that the sale of the Huntington Equipment for the Release Prices or greater is in the best interest of the Debtor, its estate, and creditors because it will allow the Debtor to pay the Huntington Indebtedness in full and preserve the equity in the Huntington Equipment for the estate. The Trustee requests that the Court waives the 14-day stay of FRBP 6004. By waiving such requirement, the Trustee and any purchaser will be able to immediately close the sale of the Assets, which will benefit the estate by avoiding the continued accrual of administrative expenses. A copy of the Exhibit B is available at https://tinyurl.com/2ju2k4ya from PacerMonitor.com free of charge. About Markam Transport Markam Transport, Inc. is a company in Grosse Pointe, Mich., which operates in the general freight trucking industry. Markam Transport sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-48936) on Nov. 14, 2022, with up to $10 million in both assets and liabilities. Andrew Mark Donatiello, president of Markam Transport, signed the petition. Schafer and Weiner, PLLC serves as the Debtor's legal counsel. MARY A II: Jan. 9, 2023 Plan Confirmation Hearing Set ----------------------------------------------------- The Mary A II, LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement and Chapter 11 Plan. On Nov. 29, 2022, Judge Caryl E. Delano conditionally approved the Disclosure Statement and ordered that: * Jan. 9, 2023 at 2:30 p.m. in Tampa, FL − Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue is the hearing on confirmation of the Plan. * Any written objections to the Disclosure Statement shall be filed no later than 7 days prior to the date of the hearing on confirmation. * Parties in interest shall submit their written ballot accepting or rejecting the Plan no later than 8 days before the date of the Confirmation Hearing. * Objections to confirmation shall be filed and served no later than 7 days before the date of the Confirmation Hearing. * The Plan Proponent shall file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. A copy of the order dated November 29, 2022, is available at https://bit.ly/3UwDSg6 from PacerMonitor.com at no charge. Debtor's Counsel: Alberto F. Gomez, Jr., Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 East Jackson Street, Suite 3100 Tampa, FL 33602 Tel: 813-225-2500 Fax: 813-223-7118 Email: al@jpfirm.com About The Mary A II The Mary A II, LLC, a company in Tampa, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01177) on March 25, 2022, listing as much as $10 million in both assets and liabilities. Ruediger Mueller serves as Subchapter V trustee. Judge Caryl E. Delano oversees the case. Alberto F. Gomez, Jr., Esq., of Johnson Pope Bokor Ruppel & Burns, LLP and William Long, Jr., of Jonah Consulting Group, LLC, serve as the Debtor's legal counsel and chief restructuring officer, respectively. MAXUS ENERGY: Trust Can't Compel Repsol to Produce Privileged Docs ------------------------------------------------------------------ In the adversary case styled In re Maxus Energy Corporation, et al., Chapter 11, Debtors. Maxus Liquidating Trust, Plaintiff, v. YPF S.A., YPF International, S.A., YPF Holdings, Inc., CLH Holdings, Inc., Repsol, S.A., Repsol Exploración, S.A, Repsol USA Holdings Corp., Repsol E&P USA, Inc., Repsol Offshore E&P USA, Inc., Repsol E&P T&T Limited and Repsol Services Co., Defendants, Case No. 16-11501 (CTG), Jointly Administered, Adv. Pro. No. 18-50489 (CTG), (Bankr. D. Del.), Bankruptcy Judge Craig T. Goldblatt denies the motion to compel Repsol to produce privileged documents filed by Maxus Liquidating Trust. In June 2018, this lawsuit was filed by the Trust established out of the bankruptcy of Maxus Energy Corporation against two of the Debtors' former owners and their affiliates. Here, the Trust asserts claims for fraudulent conveyance, alter ego liability, unjust enrichment, and civil conspiracy. For decades, the Debtors Maxus and its affiliates, as well as Occidental Chemical Corporation, have faced the prospect of substantial environmental liabilities arising from the discharge of toxic chemicals into the Passaic River in Newark, New Jersey. When faced with those liabilities, the Debtors, at the behest of their former owners, engaged in a series of transactions intended to move value to its corporate affiliates where it would be outside the reach of the company's creditors. The U.S. Environmental Protection Agency identified contamination at the Lister Site in 1982 and required Maxus to start clean-up immediately to prevent the spread of contamination. Occidental acquired Maxus' chemical business in 1986, and Maxus contractually agreed to defend and indemnify Occidental for environmental liabilities arising from the contaminated sites, including the Lister Site. New Jersey Litigation -- In December 2005, the New Jersey Department of Environmental Protection sued Maxus, Repsol, YPF, Occidental, and their affiliates in the Superior Court of New Jersey, Essex County on the underlying environmental claims arising out of the contamination of the Passaic River. That lawsuit also included fraudulent conveyance and alter ego claims against Repsol and YPF that are similar to those asserted by the Trust in this lawsuit. In the New Jersey litigation, Repsol asserted attorney-client privilege over documents, sought by Occidental in discovery, that contained legal advice it had received from its outside counsel. Repsol and YPF, however, had filed a "trial plan" in the state court arguing that the YPF-Maxus transactions between 1996 and 1998 occurred "for legitimate business reasons having nothing to do with any alleged obligations to the State of New Jersey or Occidental." In fact, Repsol and YPF asserted, the "sales turned on the tax and debt restructuring advice of outside advisors such as Arthur Andersen, CS First Boston and Andrews & Kurth." On the other hand, Occidental asserted crossclaims against Maxus, Repsol and YPF -- contending that Repsol had put at issue legal advice it had received from its counsel, thus, Repsol had waived the attorney-client privilege as to the subject-matter of that advice. The New Jersey Superior Court agreed with Occidental and, after an in-camera review, required Repsol to produce some (but not all) of the documents as to which Repsol had asserted privilege. Certain of those documents were in Maxus' possession upon the filing of the bankruptcy and were thus transferred to the Trust when the plan became effective. Among the documents Repsol was required to produce was a memorandum provided by King & Spalding, though certain of the exhibits to that memorandum were excluded from the documents whose production was ordered. The Trust has trumpeted those documents in this litigation, including in its motion for summary judgment. Repsol has responded by arguing that the Trust has taken portions of those documents out of context. The question now before the Court is whether that is all Repsol has done. The Trust says that Repsol has gone further than making affirmative use of the legal advice contained in those documents in a way that amounts to a new waiver of the attorney-client privilege. Because that alleged waiver has taken place before this Court, the Trust argues that the Court should order the production of all of the documents otherwise claimed as privileged, including those that the New Jersey Superior Court did not require Repsol to produce. The Court notes that the Trust has made active use, throughout the litigation, of otherwise-privileged documents that were in its possession, either as a result of the rulings in the New Jersey litigation or otherwise. The question now before the Court is whether Repsol's responses, in connection with the summary judgment briefing, were simply "defensive," or amounted to affirmatively putting "at issue" the legal advice it had received. The Court does not find the statements that Repsol made in connection with its opposition to summary judgment put "legal advice" at issue. The Court notes that Repsol did discuss the privileged documents in its opposition to summary judgment. But the Court finds that Repsol's discussion of otherwise privileged communications in its summary judgment opposition sought to provide context for considering the arguments the Trust made about those documents. The Court finds these uses to be "defensive," rather than an affirmative act to put the privileged communications "at issue" in the lawsuit. While Repsol did not disclose the substance of the legal advice it received, it did describe the contours of the issues Repsol had asked its counsel to examine. Those statements at least raise challenging questions about whether Repsol might have voluntarily disclosed information otherwise protected by the privilege. To the extent the Court were required to reach a conclusion on the question whether Repsol's statements in connection with the summary judgment briefing put legal advice "at issue," it would likely conclude that they did not. But Repsol is certainly entitled to respond to those arguments by providing context based on the communications that have already been disclosed without effecting a further waiver of privilege. Moreover, the Trust expressed the concern that deferring the issue to trial would require the Trust to object to the introduction of evidence in a way that will count against the Trust's trial time. To the extent, at trial, Repsol seeks to run up against that line, the Court may certainly adjust the Parties' trial time to ensure that the Trust is not unfairly prejudiced. The Court assures that the tools available to manage the trial are more than sufficient to protect the Trust's interest in this regard. The Court also notes that Repsol is on clear notice that it may not make affirmative use of attorney-client communications in support of its position. A full-text copy of the Memorandum Opinion dated Nov. 22, 2022, is available at https://tinyurl.com/3hva5dja from Leagle.com. About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 16-11501) on June 17, 2016. The Debtors engaged Young Conaway Stargatt & Taylor, LLP, as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC, as financial advisor and Prime Clerk LLC as claims and noticing agent. The Debtors hired Keen-Summit Capital Partners LLC as real estate broker. The Debtors also engaged Hilco Steambank to market and sell their internet protocol numbers and other internet number resources, and EnergyNet.com to market and sell the Debtors' rights, title, and interest in and to the oil and gas properties. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC, serves as financial advisor for the Committee. Andrew Vara, acting U.S. Trustee for Region 3, appointed the following to a committee of retirees: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby & Geddes, P.A., as co-counsel. MESOBLAST LIMITED: Incurs US$16.9 Million Loss in First Quarter --------------------------------------------------------------- Mesoblast Limited reported a loss attributable to owners of Mesoblast of US$16.88 million on US$1.50 million of revenue for the three months ended Sept. 30, 2022, compared to a loss attributable to owners of Mesoblast of US$22.64 million on US$3.59 million of revenue for the three months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had US$684.49 million in total assets, US$161.69 million in total liabilities, and US$522.81 million in total equity. Mesoblast stated, "We held total cash reserves of $85.5 million as of September 30, 2022. We continue our focus on maintaining tight control of net cash usage for operating activities, which were $14.3 million for the three months ended September 30, 2022, a reduction of 22% compared to the prior period. As we prepare for a potential first product approval by the FDA, and in line with our commercial launch plans, additional inflows from strategic partnerships, product specific financing, existing loan arrangements, or capital markets will be required to meet our projected expenditure consistent with our business strategy over the next 12 months. As a result of these matters, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by Public Company Accounting Oversight Board ("PCAOB") standards) on our ability to continue as a going concern and, therefore, that we may be unable to realize our assets and discharge our liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. "Our primary sources of liquidity have historically been equity raisings, upfront and milestone payments from strategic license agreements, and borrowings under our loan agreements. We also expect net sales to become a source of liquidity. While in the long-term we expect to be able to complete transactions, draw upon these facilities and achieve approval of our product candidates to provide liquidity as needed, there can be no assurance as to whether we will be successful or, if successful, what the terms or proceeds may be." A full-text copy of the Form 6-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001345099/000156459022038379/meso-6k_20220930.htm About Mesoblast Headquartered in Melbourne, Australia, Mesoblast Limited -- www.mesoblast.com -- is a developer of allogeneic (off-the-shelf) cellular medicines for the treatment of severe and life-threatening inflammatory conditions. The Company has leveraged its proprietary mesenchymal lineage cell therapy technology platform to establish a broad portfolio of late-stage product candidates which respond to severe inflammation by releasing anti-inflammatory factors that counter and modulate multiple effector arms of the immune system, resulting in significant reduction of the damaging inflammatory process. Mesoblast has locations in Australia, the United States and Singapore and is listed on the Australian Securities Exchange (MSB) and on the Nasdaq (MESO). Mesoblast reported a loss attributable to owners of US$91.35 million on US$10.21 million of revenue for the year ended June 30, 2022, compared to a loss attributable to owners of US$98.81 million on US$7.45 million of revenue for the year ended June 30, 2021. As of June 30, 2022, the Company had US$662.14 million in total assets, US$165.10 million in total liabilities, and US$497.04 million in total equity. Melbourne, Australia-based PricewaterhouseCoopers, the Company's auditor since 2008, issued a "going concern" qualification in its report dated Aug. 31, 2022, citing that the Company has net cash outflows from operating activities and will need to obtain financing from one or more sources that raise substantial doubt about its ability to continue as a going concern. MICHAEL MCCORD: Mizrahi Buys Columbus Real Estate for $2.2-Mil. --------------------------------------------------------------- Michael McCord asks the U.S. Bankruptcy Court for the Southern District of Ohio to authorize the sale of the real estate located at 6749-6759 Tussing Road, 6765-6775 Tussing Road, 2782-2792 Continental Drive, and 2800-2810 Continental Drive, in Columbus, Ohio, to Isaac Mizrahi for $2.2 million, free and clear of any and all claimed liens, interests or encumbrances. Among the assets of this estate is the Debtor's interest in certain real estate located in the City of Columbus, Franklin County, Ohio, and more particularly described as follows: 6749 Tussing Road, parcel no. 530-206047-00; 6751 Tussing Road, parcel no. 530-206048-00; 6753 Tussing Road, parcel no. 530-206049-00; 6755 Tussing Road, parcel no. 530-206050-00; 6757 Tussing Road, parcel no. 530-206051-00; 6759 Tussing Road, parcel no. 530-206052-00; 6765 Tussing Road, parcel no. 530-206053-00; 6767 Tussing Road, parcel no. 530-206054-00; 6769 Tussing Road, parcel no. 530-206055-00; 6771 Tussing Road, parcel no. 530-206056-00; 6773 Tussing Road, parcel no. 530-206057-00; 6775 Tussing Road, parcel no. 530-206058-00; 2782 Continental Drive, parcel no. 530-206035-00; 2784 Continental Drive, parcel no. 530-206036-00; 2786 Continental Drive, parcel no. 530-206037-00; 2788 Continental Drive, parcel no. 530-206038-00; 2790 Continental Drive, parcel no. 530-206039-00; 2792 Continental Drive, parcel no. 530-206040-00; 2800 Continental Drive, parcel no. 530-206041-00; 2802 Continental Drive, parcel no. 530-206042-00; 2804 Continental Drive, parcel no. 530-206043-00; 2806 Continental Drive, parcel no. 530-206044-00; 2808 Continental Drive, parcel no. 530-206045-00; and 2810 Continental Drive, parcel no. 530-206046-00 (collectively, the "Real Estate") (Exhibit A). The Debtor listed his interest in the Real Estate in his Schedule A/B as follows: 2782-2792 Continental Drive - $287,400; 2800-2810 Continental Drive - $287,400; 6749-6759 Tussing Road - $287,400; and 6765-6775 Tussing Road - $287,400. According to proofs of claim ("POC") filed in the case, the following parties have a lien on the Real Estate in the following amounts: a. 2782-2792 Continental Drive, U.S. Bank, $304,857.30 (POC 11) b. 2800-2810 Continental Drive, U.S. Bank, $307,245.01 (POC 12) c. 6749-6759 Tussing Road, U.S. Bank, $307,559.38 (POC 9) d. 6765-6775 Tussing Road: U.S. Bank, $300,901.34 (POC 10) e. Current real estate taxes in an undetermined amount f. A filed mortgage interest of Columbus Ventures, LLC, instrument number 20190120008591. This mortgage interest is junior to the mortgage interest of U.S. Bank and only is a lien on the 6765-6775 Tussing Road, Columbus, OH. It is the position of that the Debtor that Columbus Ventures has been paid in full and is not owed any money on its filed mortgage interest. g. A judgment lien of Shameka Amison, which was filed on Feb. 15, 2022, and may be avoided pursuant to 11 U.S.C. 547 (POC 8). h. A judgment lien of the City of Columbus, which was filed on Jan. 28, 2022, and may be avoided pursuant to 11 U.S.C. 547. The Debtor previously obtained authority from the Court to employ Darryl W. Isabel of Premier Select Homes as a realtor to list the Real Estate for sale. Through the efforts of the Realtor, a purchase contract has been executed, contingent upon approval by the Court, to sell the Real Estate for a total sales price of $2.2 million to the Buyer, an unrelated third party. The Debtor believes it is in the best interest of the bankruptcy estate to sell the Real Estate. The purchase price is considerably more than the value listed in the schedules by the Debtor and reduces the total claim of U.S. Bank. The Debtor seeks authorization, subject to further Order of the Court, to distribute the proceeds of sale in order of priority. A copy of the Exhibit A is available at https://tinyurl.com/8ezkeu38 from PacerMonitor.com free of charge. Michael McCord sought Chapter 11 protection (Bankr. S.D. Ohio Case No. 22-50762) on March 23, 2022. The Dbetor tapped Myron Terlecky, Esq., as counsel. MKS REAL ESTATE: May Access $5,787 in Cash Collateral ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized MKS Real Estate, LLC to use cash collateral on an interim basis in accordance with the budget. Specifically, the Debtor is permitted to use $5,787 of cash collateral until the entry of the Final Order. As adequate protection of its asserted interests in Debtor's cash collateral, Westdale Capital Investors 3, LP, Resolution Finance, LLC, and Frost Bank, are granted replacement liens to the same extent, validity and priority as existed on the Petition Date, in cash collateral of Debtor owned as of the Petition Date. Notwithstanding the foregoing, all chapter 5 causes of action are excluded from the replacement liens granted to Westdale Capital, Resolution, and Frost. The Debtor will not be required to make any adequate protection payments to Westdale Capital, Resolution, and Frost; provided however, that the Order is without prejudice to the rights of the Debtor, Westdale Capital, Resolution, and Frost, or any other party in interest with respect to the matters set forth in the Motion and Westdale, Capital, Resolution, and Frost reserve the right to petition the Court for additional adequate protection including adequate protection payments. The final hearing on the matter is set for December 14, 2022 at 1:30 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3Bae5U9 from PacerMonitor.com. The Debtor projects $11,2013 in beginning cash and $4,426 in miscellaneous operating expenses. About MKS Real Estate MKS Real Estate LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns two parcels of real property located in Tarrant County, Texas. MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 21-40424) on March 1, 2021. On Oct. 28, 2021, the Court entered an agreed order dismissing the bankruptcy case for one year or until such time that the claim was paid in full, or the property is foreclosed, whichever was later. In consideration for the Debtor being given one year to sell the real property, the Court ordered "that [Cadence (formerly known as BancorpSouth)] will have the right to post the Real Property for non-judicial foreclosure and proceed with the foreclosure on November 1, 2022 in the event the Claim is not paid in full on or before October 31, 2022." MKS Real Estate LLC again filed a Chapter 11 petition (Bankr. N.D. Tex. on Case No. 22-42618) on Oct. 31, 2022. In the petition filed by Olufemi Ashadele as owner, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. The Debtor is represented by M. Jermaine Watson, Esq., at Cantey Hanger LLP in the 2022 case. MONTANA TUNNELS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Montana Tunnels Mining, Inc. dba Montana Tunnels Mining dba Montana Tunnels Mine dba Diamond Hill Mine 270 Montana Tunnels Rd Jefferson City, MT 59638 Chapter 11 Petition Date: December 5, 2022 Court: United States Bankruptcy Court District of Montana Case No.: 22-20132 Judge: Hon. Benjamin P. Hursh Debtor's Counsel: James A. Patten, Esq. PATTEN PETERMAN BEKKEDAHL & GREEN 2817 2nd Avenue N, St 300 Billings, MT 59101 Tel: 406-252-8500 Fax: 406-294-9500 Email: apatten@ppbglaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by Patrick Imeson as chief executive officer. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YLSJ6OI/MONTANA_TUNNELS_MINING_INC__mtbke-22-20132__0001.0.pdf?mcid=tGE4TAMA NATIVE ENGINEERS: Taps Mark D Bohnet as Accountant -------------------------------------------------- Native Engineers, LLC received interim approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Mark D Bohnet CPA, LLC to provide accounting services. The firm will bill an hourly fee of $265. Mark Bohnet, a certified public accountant and principal at Mark D Bohnet CPA LLC, disclosed in a court filing that his firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Bohnet, CPA Mark D Bohnet CPA, LLC 1433 W. Causeway Approach Mandeville, LA 70471 Phone: +1 985-231-5715 About Native Engineers Native Engineers, LLC -- https://nativeengineers.com/-- provides engineering, construction management, and program management services. The company is based in Mandeville, La. Native Engineers filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 22-11316) on Oct. 28, 2022, with $1 million to $10 million in both assets and liabilities. Greta M. Brouphy has been appointed as Subchapter V trustee. Judge Meredith S. Grabill oversees the case. Ryan James Richmond, Esq., at Sternberg, Naccari & White, LLC and Mark D Bohnet CPA, LLC serve as the Debtor's legal counsel and accountant, respectively. NEWAGE INC: $4.5M Sale of NABC Entities' Business Assets Approved ----------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized NewAge, Inc., and its affiliates to sell the business assets of NewAge's wholly-owned subsidiaries, NABC, Inc., and NABC Properties, LLC, to Legacy Distribution Group, LLC, for $4.5 million. The Debtors are authorized to assume and assign the lease of property located at 18245 East 40th Avenue, Aurora, Colorado 80011 to the Buyer. The Landlord will be barred from challenging any cure costs under the Lease. Upon closing of the sale to the Buyer, in accordance with section 365 of the Bankruptcy Code, the Buyer will be fully and irrevocably vested with all legal, equitable, and beneficial right, title and interest of the Debtors under the Lease. The assumption of the Lease will be effective upon entry of the Order (conditioned upon the closing of the sale to the Buyer). Nothing in the sale order is intended to, nor will it, affect the rights of the Debtor and non-debtor parties under workers compensation policies issued by WCF Mutual Insurance Company or WCF National Insurance Company. It is expressly recognized that such policies have neither been assumed nor rejected therein. The Order neither alters or affects the rights of the parties under that certain First Amendment to Asset Purchase Agreement dated October 13, 2022 by and among DIP Financing, LLC, Debtor NewAge and certain subsidiaries of NewAge, which was approved by this Court pursuant to the Order (I) Authorizing the Sale of Assets of the Debtors Free and Clear and All Liens, Claims, Encumbrances, and Interests; (II) Approving the Final Asset Purchase Agreement; (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (IV) Granting Related Relief entered on Oct. 17, 2022. All such rights are expressly reserved. Other than the Lease obligations as set forth herein, the Order does not affect any of the rights and obligations between the NABC Entities and their creditors. Also, because the NABC Entities are not debtors before the Court, the Order does not constitute approval of any upstreaming of sale proceeds by the NABC Entities as dividends to the Debtors. The 14-day stay contemplated by Bankruptcy Rules 6004(h) and 6006(d) is hereby waived, and the parties are authorized to implement immediately the relief granted by the Order. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to the Order. About NewAge Inc. NewAge Inc. (Nasdaq: NBEV) -- http://www.NewAgeGroup.com/-- a Utah-based company, commercializes a portfolio of organic and healthy products worldwide primarily through a direct-to-consumer (D2C) route to market distribution system across more than 50 countries. The company competes in three major category platforms including health and wellness, inner and outer beauty, and nutritional performance and weight management. NewAge Inc. and certain of its subsidiaries, Ariix LLC, Morinda Holdings, Inc., and Morinda, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10819) on August 30, 2022. NewAge reported total assets of $310,902,000 against total liabilities of $149,447,000 as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Greenberg Traurig, LLP as bankruptcy counsel and SierraConstellation Partners, LLC as financial advisor. Houlihan Lokey Capital, Inc. conducted the pre-bankruptcy marketing process for the Debtors. Stretto is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Sept. 14, 2022. Cole Schotz P.C. and Dundon Advisers LLC serve as the committee's legal counsel and financial advisor, respectively. NORTH AMERICAN: Honeywell Pays $1.3-Bil. to End Asbestos Claims --------------------------------------------------------------- Honeywell International Inc. has reached a deal to pay more than $1.3 billion to end claims of asbestos exposure in the Chapter 11 case of its former subsidiary North American Refractories Co. On Nov. 18, 2022, Honeywell International filed a current report on Form 8-K with the Securities and Exchange Commission disclosing, among other things, that Honeywell had entered into a definitive agreement (the "Buyout Agreement") with the North American Refractories Asbestos Personal Injury Settlement Trust (the "Trust"), providing for the elimination of Honeywell's funding obligations to the Trust. Honeywell will make a one-time, lump sum payment in the amount of $1.325 billion (the "Buyout Amount") to the Trust in exchange for the release by the Trust of Honeywell from all further and future obligations of any kind related to the Trust and/or any claimants who were exposed to asbestos-containing products manufactured, sold or distributed by North American Refractories Company ("NARCO") or its predecessors, including Honeywell's ongoing evergreen obligation to fund (i) claims against the Trust, which comprise Honeywell's NARCO asbestos-related claims liability, and (ii) the Trust's annual operating expenses, including its legal fees (which operating expenses, for reference, were approximately $21 million in 2021) (such evergreen obligations referred to in (i) and (ii), the "Honeywell Obligations"). Following the consummation of the foregoing transactions (the "Buyout Closing"), Honeywell will have limited obligations to the Trust as set forth in the Buyout Agreement and the Existing Confidentiality Agreement. The Buyout Closing is subject to the satisfaction of certain conditions, including a final order from the United States Bankruptcy Court for the Western District of Pennsylvania (the "Bankruptcy Court") that (A) approves the Buyout Agreement, and (B) declares that the NARCO Channeling Injunction (which bars all present and future individual actions in state or federal courts based on exposure to NARCO asbestos-containing products and requires all such claims to be made against the Trust) will remain in full force and effect without modification. The Buyout Closing is also subject to the NARCO Trust Advisory Committee (the "TAC") and Lawrence Fitzpatrick, in his capacity as the NARCO Asbestos Future Claimants Representative (the "FCR"), each becoming a party to the Buyout Agreement. Should the Buyout Agreement be approved by the Bankruptcy Court, the Buyout Closing would also resolve all outstanding litigation currently ongoing between Honeywell and the Trust as described in Note 14. The Buyout Agreement provides that the Trust will retain its equity interest in HarbisonWalker International Holdings, Inc., the reorganized and renamed entity that emerged from the NARCO bankruptcy ("HWI"), unless and until such equity interest is sold, and that the economic rights of the Trust in such equity interest (including any dividends or sale proceeds) will continue to inure to the benefit of Honeywell. Honeywell currently recognizes certain insurance receivables in connection with its insurance policies that cover its NARCO asbestos-related liabilities as more fully described in Note 19 to the Consolidated Financial Statements included in Honeywell's Annual Report on Form 10-K for the year ended Dec. 31, 2021. Following the Buyout Closing, Honeywell will continue to have the right to collect proceeds in connection with its insurance policies and will accordingly continue recognizing such receivables. Should the Buyout Agreement be approved by the Bankruptcy Court and the other conditions to the Buyout Closing be satisfied, the current NARCO reserve of $695 million as of Sept. 30, 2022 (which reflects Honeywell's estimate for the resolution of NARCO asbestos-related claims for all years of epidemiological disease projection through 2059 but does not account for potential benefits related to HWI or insurance recoveries) would be removed from Honeywell's balance sheet, and Honeywell would recognize a charge associated with the settlement of the Honeywell Obligations pursuant to the Buyout Agreement. The Buyout Agreement will automatically terminate on March 31, 2023 unless the Buyout Closing occurs prior to such date or Honeywell and the Trust mutually agree to extend the term of the Buyout Agreement. In the event the TAC and the FCR do not become parties to the Buyout Agreement, Bankruptcy Court approval is not obtained, or the Buyout Agreement is otherwise terminated, Honeywell will continue to preserve all its available rights. Amended Agreement According to another SEC filing, on Nov. 20, 2022, in exchange for the NARCO Trust Advisory Committee (the "TAC") and Lawrence Fitzpatrick, in his capacity as the NARCO Asbestos Future Claimants Representative (the "FCR"), becoming parties to the Buyout Agreement, Honeywell, the Trust, the TAC, and the FCR entered into an Amended and Restated Buyout Agreement (the "Amended Buyout Agreement") among other things (i) to remove the provision providing for the automatic termination of the Buyout Agreement if the Buyout Closing has not occurred by March 31, 2023, and instead (ii) to provide for a dollar for dollar credit against the Buyout Amount for (A) the dollar amount of claims against the Trust entered into a payment queue and funded by Honeywell, in each case after March 31, 2023, until the Buyout Closing, and (B) HWI Net Dividends (as defined in the Amended Buyout Agreement) actually received by the Trust after March 31, 2023 until the Buyout Closing. A copy of the Amended Buyout Agreement is available at: https://www.sec.gov/Archives/edgar/data/773840/000119312522290052/d424061dex101.htm The trustees for the NARCO Asbestos Trust: Hon. Ken M. Kawaichi (Ret.) 14 Mesa Avenue Piedmont, California 94611 Facsimile: (510) 601-9254 Email: k.m.kawaichi@gmail.com Richard B. Schiro 3710 Rawlins Street, Suite 1350 Dallas, Texas 75219 Facsimile: (214) 521-3838 Email: rbschiro@schirolaw.com Mark M. Gleason & Associates One Gateway Center, Suite 525 420 Fort Duquesne Blvd. Pittsburgh, PA 15222-1402 Facsimile: (412) 391-1790 Email: mgleason@gleasonexperts.com NARCO Asbestos Trust's attorneys: Sander L. Esserman Steven A. Felsenthal Stutzman, Bromberg, Esserman & Plifka 2323 Bryan Street, Suite 2200 Dallas, Texas 75201 Facsimile: (214) 969-4999 Email: Esserman@sbep-law.com Email: Felsenthal@sbep-law.com Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attn: Rachel C. Strickland Daniel Forman Email: rstrickland@willkie.com dforman@willkie.com The NARCO Asbestos TAC: John A. Baden IV Motley Rice LLC 28 Bridgeside Blvd. Mt. Pleasant, South Carolina 29464 Facsimile: (843) 216-9290 Email: jbaden@motleyrice.com Perry Weitz Lisa Nathanson Busch Weitz & Luxenberg, PC 700 Broadway New York, New York 10003 Facsimile: (212) 344-5461 Email: pweitz@weitzlux.com Email: lbusch@weitzlux.com Steven Kazan Kazan, McClain, Satterley & Greenwood, A Professional Law Corporation Jack London Market 55 Harrison Street, Suite 400 Oakland, California 94607 Facsimile: (510) 835-4913 Email: skazan@lcazanlaw.com Steven T. Baron Baron & Budd, P.C. 3102 Oak Lawn, Suite 1100 Dallas, Texas 75219 Facsimile: (214) 824-8100 Email: sbaron@baronbudd.com Bruce Mattock Goldberg, Persky & White, P.C. 11 Stanwix Street, Suite 1800 Pittsburgh, Pennsylvania 15222 Facsimile: (412) 471-8308 Email: bmattock@gpwlaw.com John D. Cooney Cooney & Conway, LLP 120 N. Lasalle Street, Suite 3000 Chicago, Illinois 60602 Email: jcooney@cooneyconway.com The NARCO Asbestos TAC's attorneys: Ann C. McMillan James P. Wehner Caplin & Drysdale, Chartered One Thomas Circle, N.W. Washington, DC 20005 Facsimile: (202) 429-3301 Email: amcmillan@capdale.com Email: jwehner@capdale.com The FCR: Lawrence Fitzpatrick 200 American Metro Blvd. Suite 129 Hamilton, New Jersey 08619 Facsimile: (609) 620-1466 Email: Larry.Fitzpatrick@pace-claims.com The FCR's attorneys: James L. Patton, Jr. Edwin J. Harron Sharon M. Zieg Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Facsimile: (302) 571-1253 Email: jpatton@ycst.com Email: eharron@ycst.com Email: Szieg@ycst.com About Honeywell International Honeywell is a diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; turbochargers; automotive products; specialty chemicals; fibers; plastics; and electronic and advanced materials. Based in Morris Township, N.J., Honeywell is one of 30 stocks that make up the Dow Jones Industrial Average and is a component of the Standard & Poor's 500 Index. Its shares are wwwtraded on the New York Stock Exchange under the symbol HON, as well as on the London, Chicago and Pacific Stock Exchanges. On the Web http://www.honeywell.com/ In 1979, Honeywell purchased North American Refractories Company, known as NARCO, which made asbestos refractory materials. Honeywell Inc. merged with Allied Signal Inc. in 1999 to form a company with interests in aerospace, chemical products, automotive parts and building controls. After the merger, the combined company was renamed Honeywell International. By 2010, Honeywell found itself a defendant in thousands of asbestos lawsuits resulting from the operations of its former subsidiaries. At the time, Honeywell estimated its potential liability from asbestos litigation at $1.1 billion. On Oct. 1, 2019, Honeywell spun off a subsidiary known as Garrett Motion Inc. and shouldered the company with its estimated $1 billion in asbestos liability. Honeywell's other asbestos subsidiary, North American Refractories Company, filed for bankruptcy and established a trust fund in 2013 with $6.32 billion to handle asbestos claims stemming from its refractory products. The bankruptcy plan assigned certain asbestos liabilities to Honeywell so that claims arising from bankrupt companies supplied by NARC must file a claim with Honeywell. About North American Refractories Based in Pittsburgh, Pennsylvania, North American Refractories Company manufactured and sold refractory products. The Company and its affiliates sought Chapter 11 protection on Jan. 4, 2002 (Bankr. W.D. Pa. Case No. 02-20198) after suffering a slump in the domestic economy and encountering an overwhelming number of claims from individuals asserting injuries or illnesses caused by exposure to asbestos containing products it manufactured. The Company reported $27.5 billion in assets and $18.6 billion in liabilities at the time of the filing. The Hon. Judith K. Fitzgerald confirmed a Third Amended Plan of Reorganization filed by North American Refractories Company and its debtor-affiliates, I-Tec Holding Corp., Intertec Company, and Tri-Star Refractories, Inc., on Sept. 24, 2007. That plan estimated that unsecured non-asbestos creditors would recover about 90 cents-on-the-dollar. Asbestos claims were channeled to a 524(g) trust funded by Honeywell International Inc. and 79% of the stock of the Reorganized Debtor. James J. Restivo, Jr., Esq., Robert P. Simmons, Esq., and David Ziegler, Esq., at Reed Smith LLP represents the Debtor. Kroll Zolfo Cooper LLC is the Debtors' bankruptcy consultants and special financial advisors. The Official Committee of Unsecured Creditors is represented by McGuire Woods, LLP. KPMG, LLP, is the Creditors Committee's financial advisor. The Asbestos Claimants Committee is represented by attorneys at Caplin & Drysdale, Chartered and Campbell & Levine, LLC. L. Tersigni Consulting, PC was the Asbestos Committee's financial advisor. Lawrence Fitzpatrick was appointed as the Future Asbestos Claimants Representative. Mr. Fitzpatrick is represented by attorneys at Young Conaway Stargatt & Taylor LLP and Meyer, Unkovic & Scott LLP. NORWICH DIOCESAN: Gets Sixth Extension of Plan Deadline ------------------------------------------------------- Joe Wojtas of The Day reports that for the sixth time, federal bankruptcy Judge James Tancredi has extended the deadline for Norwich Diocese to file its bankruptcy plan to January 11, 2023. According to Norwich Diocese's insurer, the possible funds available to pay victims may be tens of millions of dollars less because it will only pay $2.5 million of the available $21 million in coverage. In its motion seeking the sixth extension, diocesan attorneys wrote that it continues to make progress on a plan that is acceptable to its 170 creditors, including 142 people who say they were sexually assaulted by diocesan priests and clergy. According to federal bankruptcy court filings, the Diocese of Norwich spent more than $2.9 million on legal and other fees since it filed for bankruptcy in July of 2021. The total was for expenditures through Oct. 17. The total amount of legal fees spent by the diocese on the bankruptcy though are about $5 million as it had expended $980,000 in the months leading up to bankruptcy and another $800,000 from October 17 to November 15, 2022. In all, there have been more than 900 legal filings in the case. "Monumental advances" from mediation In its October 28, 2022 motion, diocese attorneys wrote that four mediation sessions had been held between the parties, with a fifth slated for Nov. 6, 2022 and that all parties including the committee representing victims "acknowledge that monumental advances have been made" to reach agreement on a reorganization plan for the diocese. They wrote that extending the deadlines for the diocese to submit its plan and then gain approval from the involved parties will ensure that the groups will be able to "capitalize on the progress" they have made so far. The diocese filed for Chapter 11 bankruptcy in July of 2021 as it faced more than 60 lawsuits filed by men who say they were sexually assaulted as boys by Christian Brothers, staff and students at the diocese-run Mount Saint John Academy, a school for troubled boys in Deep River, from 1990 to 2002. Since then 82 additional people, whose sexual assault allegations involved not only the school but diocesan churches, have filed claims in the bankruptcy case. In addition, various other creditors are seeking a portion of the diocese's assets. The bankruptcy process, which freezes lawsuits against the diocese, will assess the assets of the diocese and determine how much each victim will receive in damages. The 51 parishes in the diocese have joined the diocese in seeking bankruptcy protection from sexual abuse claims and will have to contribute funds to the settlement. This would leave victims unable to sue the parishes in the future. March 15, 2022 was the deadline for victims and others to file claims in the case. About The Norwich Roman Catholic Diocesan Corporation The Norwich Roman Catholic Diocesan Corporation is a nonprofit corporation that gives endowments to parishes, schools, and other organizations in the Diocese of Norwich, a Latin Church ecclesiastical territory or diocese of the Catholic Church in Connecticut and a small part of New York. The Norwich Roman Catholic Diocesan Corporation sought Chapter 11 protection (Bankr. D. Conn. 2:21-bk-20687) on July 15, 2021. The Debtor estimated $10 million to $50 million in assets against liabilities of more than $50 million. Judge James J. Tancredi oversees the case. The Debtor tapped Ice Miller, LLP as bankruptcy counsel and Robinson & Cole, LLP as Connecticut counsel. Epiq Corporate Restructuring, LLC is the claims and noticing agent. OLYMPIA SPORTS: Wins Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Olympia Sports, Inc. to use cash collateral on an interim basis in accordance with the budget. The Debtor requires immediate authority to use cash collateral to continue its business operations without interruption toward the objective of formulating an effective plan of reorganization. As previously reported by the Troubled Company Reporter, the U.S. Small Business Administration has a properly perfected lien on the Debtor's property (including proceeds) at the commencement of the case, including the Debtor's accounts, inventory and other collateral which is or may result in cash collateral. The Debtor is permitted to use cash collateral for these purposes: a. Maintenance and preservation of its assets; b. The continued operation of its business, including but not limited to payroll, payroll taxes, employee expenses, and insurance costs; c. The completion of work-in-process; and d. The purchase of replacement inventory. As adequate protection for the use of cash collateral, the SBA is granted a replacement perfected security interest under Section 361(2) of the Bankruptcy Code to the extent the Secured Creditor's cash collateral is used by the Debtor. To the extent the adequate protection provided proves insufficient to protect the SBA's interest in and to the cash collateral, the Secured Creditor will have a superpriority administrative expense claim, pursuant to Section 507(b) of the Bankruptcy Code, senior to any and all claims against the Debtor under Section 507(a) of the Bankruptcy Code. The Debtor is also directed to make $731 in monthly payments to the SBA. The payments are to be made the first of every month beginning April 1. The final hearing on the matter is scheduled for January 4, 2023, at 12:30 p.m. A copy of the order and the Debtor's budget is available for free at https://bit.ly/3HaXqn3 from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $9,442 for Week 1; $6,100 for Week 2; $1,125 for Week 3; and $5,800 for Week 4. About Olympia Sports, Inc. Olympia Sports, Inc. owns and operates a shoes and clothing retail store. Olympia Sports sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-10535) on March 2, 2022. In the petition signed by Jae Ko, president, the Debtor disclosed $426,214 in assets and $1,001,666 in liabilities. Judge Ashely M. Chan oversees the case. Robert N. Braverman, Esq., at McDowell Law, PC is the Debtor's counsel. PARADISE REDEVELOPMENT: S&P Lowers 2009 Bonds LT Rating to 'CC' --------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'CC' from 'CCC' on Paradise Redevelopment Agency, Calif.'s series 2009 refunding tax allocation bonds. The outlook is negative. "The lowered rating and negative outlook reflect that there is at least a one-in-three chance that we will lower the rating to 'D' within the next six months," said S&P Global Ratings credit analyst Li Yang. "After the agency's use of its DSRF to cover its debt service payment in December 2022, we calculate that the amount remaining will be insufficient to fully cover the next debt service payment and a result, we view a default on the 2009 bonds as a virtual certainty by June 1, 2023," Mr. Yang added. The Camp Fire, a wildfire that began the morning of Nov. 8, 2018 in Butte County, destroyed thousands of acres and structures in the region, including a substantial portion of the town of Paradise and the underlying Paradise Redevelopment Project area. Due to the fire and the subsequent substantial loss of property value, the project area experienced a substantial AV loss in fiscal 2019 and no longer generates sufficient tax increment revenues to pay for debt service. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Risk management, culture, and oversight PAUL KENSLEY GABRIEL: Selling Farm & Ranch Equipment, Free of Liens ------------------------------------------------------------------- Paul Kensley Gabriel asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the private sale of farm and ranch equipment for the release price, as described in the Motion, free and clear of all liens, claims, interests and encumbrances. Objections, if any, must be filed within 21 days from the date of service. In April, 2021, the Debtor purchased a 108-acre ranch in Leon County, Texas, intending to make it a working, income-producing ranch. For this purpose, he purchased a sizable quantity of farm and ranch equipment, financed by Deere & Co., although he also owned certain equipment, also financed by Deere, from his prior ranch. As of the Petition Date, Deere assets that the Debtor owed it approximately $290,627.29. The Debtor knows of no cause of action, set-off right, recoupment, or other claim that the Estate may have against Deere's claim, with the possible exception of warranty claims (to the extent the obligation of Deere). Deere perfected its security interests and liens in the Equipment by recording various UCC financing statements against Deere. The Debtor knows of no basis to challenge the validity or perfection of these security interests or liens, and the Debtor does not believe that the Estate owns any avoidance actions to avoid or challenge the same. Since the Petition Date, the Debtor has determined to sell his ranch and, accordingly, to sell most or all of the Equipment in order to minimize his expenses and to paydown his debt to Deere. He believes that the best manner to do this, to maximize value to the Estate, is through one or more private sales through his local John Deere dealer. To address various issues with Deere, including adequate protection and a controlled sale of the Equipment and paydown of the Deere debt, the Debtor and Deere negotiated that certain Agreed Order Providing for Adequate Protection to Deere & Co. The Court has not approved the Adequate Protection Stipulation as of the filing of the Motion. Rather, the Debtor will seek the Approval of the Adequate Protection Stipulation under Bankruptcy Rule 4001(d) pursuant to the separate Debtor's Motion for Approval Under Bankruptcy Rule 4001(d) of Agreed Order Providing for Adequate Protection to Deere & Company ("Rule 4001(d) Motion"). The Sale Motion is conditioned on the Court's approval of the Rule 4001(d) Motion and the Court's entry of the Adequate Protection Stipulation. By the Motion, the Debtor proposes to sell the equipment listed therein free and clear of all liens claims interests and encumbrances. Each sale would be a private sale most likely through a John Deere. However, any sale of the Equipment must be for at least the net proceeds listed under the "Price" column ("Release Price"), unless Deere agrees to a lower amount. All liens, claims, and interests against the Equipment would attach to the proceeds of each sale. He also requests authority to immediately pay the proceed of each sale to Deere as follows: if the Debtor sells less than all the collateral specifically identified under a contract, as indicated as the "Contract Number," all proceeds from the sale of the collateral will be paid to Deere, and in the event the collateral being sold exceeds the amount owed on the particular contract, the Debtor may retain 20% of the excess sales proceeds and pay the remaining 80% to Deere. The application by Deere of any payments would be made as provided for in the Adequate Protective Stipulation. A copy of the Motion is available at https://tinyurl.com/mry93nuv from PacerMonitor.com free of charge. Counsel for Debtor: Davor Rukavina, Esq. MUNSCH HARDT KOPF & HARR, P.C 500 North Akard St., Ste. 3800 Dallas, TX 75201 Telephone: (214) 855-7500 Facsimile: (214) 978-4375 The bankruptcy case is In re: Paul Kensley Gabriel, Case No. 22-60425 (Bankr. W.D. Tex.). PERA DENTAL: Unsecured Creditors Will Get 10% of Claims in 3 Years ------------------------------------------------------------------ Pera Dental Care, PC, filed with the U.S. Bankruptcy Court for the Southern District of New York a Small Business Subchapter V Plan of Reorganization dated November 29, 2022. The Debtor is in the business of providing its general dentistry services to individuals who live or work in the Washington Heights section of Manhattan. There are a limited number of patients who only speak Turkish or prefer communicating in Turkish (Dr. Sarak's native language). The Debtor's primary creditors consist of trade debts, most notably Benco. The Debtor's Chapter 11 filing was precipitated by Benco's aggressive collection efforts. The Debtor filed its Chapter 11 case on an emergency basis to prevent the Sherriff from executing Benco's judgment. While the resumption of the pre-Pandemic level of business will not be easy or fast, the Debtor is committed to its business. The Debtor has also implemented new policies regarding supplies. Rather than purchase larger quantities of dental supplies in advance, the Debtor is purchasing supplies on an as needed basis. It is also purchasing from vendors that offer more favorable pricing and discounts. Following Confirmation, Sarak shall continue to serve as the sole director and officer of the Debtor. Sarak's continued service as an officer and director is consistent with the interests of creditors and other interested parties as well as with public policy. Sarak has operated the Debtor for approximately 10 years. She is the sole professional dentist employed by the Debtor and is fully familiar with its operations and client base. Sarak will continue to receive approximately $30,000.00 per year in compensation. However, Sarak shall waive or defer compensation if the Debtor does not have funds on hand to pay to the Plan Fund. Under the Plan, Priority Claim and Unsecured Claims will be paid over time in quarterly installments. The Debtor will pay administrative claims directly. Class 1 shall consist of all Allowed Priority Claims. NYS filed a claim against the Debtor in the amount of $27.59. The Claim is based upon alleged unpaid withholding taxes for 2021. NYS will receive a distribution in full from the Plan Fund. Class 2 shall consist of all Allowed Unsecured Claims. Following the Distribution to holders of Administrative Claims and the Allowed Priority Claim, Holders of Allowed Unsecured Claims shall receive a pro rata distribution on their claims estimated at 10% from the Plan Fund. Class 2 is impaired. Class 3 shall consist of Allowed Interests. Sarak, the holder of the Allowed Interest, shall retain her Interest in the Debtor and continue to operate it. She will continue to receive approximately $30,000.00 per year in compensation. However, Sarak shall waive or defer compensation if the Debtor does not have funds on hand to pay to the Plan Fund. The Plan will be funded by all of the Debtor's Disposable Income projected for the next three years. The Debtor has projected its Disposable Income to be $2,250.00 per quarter ($9,000.00 per year) for the next three years. Such amount will be placed by the Debtor into the Plan Fund which shall be maintained in a segregated bank account. The Plan Fund and Plan will be funded with $27,000.00 in the aggregate over 36 months. This will yield a distribution of approximately 10% to unsecured creditors. A full-text copy of the Plan of Reorganization dated November 29, 2022, is available at https://bit.ly/3VBd9Am from PacerMonitor.com at no charge. Debtor's Counsel: Anne Penachio, Esq. Penachio Malara LLP 245 Main Street, Suite 450 White Plains, NY 10601 Tel: (914) 946-2889 Email: frank@pmlawllp.com About Pera Dental Care Pera Dental Care, PC, a New York-based dental clinic, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10653) on May 24, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Jolene E. Wee serves as Subchapter V trustee. Judge Lisa G Beckerman oversees the case. Anne J. Penachio, Esq., at Penachio Malara, LLP is the Debtor's legal counsel. PIZZA STAR: Court Okays Appointment of Chapter 11 Trustee --------------------------------------------------------- Judge Michael Kaplan of the U.S. Bankruptcy Court for the District of New Jersey approved the appointment of Andrea Dobin, Esq., an attorney at McManimon, Scotland & Baumann, LLC, as Chapter 11 trustee for Pizza Star, Inc. The appointment comes upon the application filed by the U.S. Trustee for Regions 3 and 9 to appoint a bankruptcy trustee in Pizza Star's Chapter 11 case. Ms. Dobin disclosed in court filings that she has no connections with the Debtor, creditors and any other parties in interest. Ms. Dobin can be reached at: Andrea Dobin, Esq. McManimon, Scotland & Baumann, LLC 427 Riverview Plaza Trenton, NJ 08611 Phone: (973) 323-8667 Email: adobin@msbnj.com A copy of the appointment order is available for free at https://bit.ly/3OW7LoL from PacerMonitor.com About Pizza Star Pizza Star Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-15925) on July 27, 2022, with up to $500,000 in assets and up to $1 million in liabilities. Judge Michael B. Kaplan oversees the case. The Debtor is represented by Bruce I. Afran, Esq. PREHIRED LLC: Seeks to Hire Pashman as Delaware Counsel ------------------------------------------------------- Prehired, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Pashman Stein Walder Hayden, P.C. as Delaware counsel. The firm's services include: a. providing the Debtors with legal advice in the areas of restructuring and bankruptcy; b. taking all necessary actions to protect and preserve the Debtors' estates during these Chapter 11 cases, including the prosecution of actions by the Debtors, the defense of any actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved, and objecting to claims filed against the estate; c. preparing or coordinating the preparation of legal papers; d. advising the Debtors regarding their rights and obligations; e. coordinating with the Debtors' other bankruptcy professionals; and f. other necessary or requested legal services. The firm holds a retainer in the amount of $40,000. Pashman's discounted hourly rates as follows: Partners $506 - $851 per hour Of Counsel $483 - $736 per hour Special Counsel $644 - $644 per hour Counsel $460 - $584 per hour Associates $345 - $474 per hour Paraprofessionals $322 - $345 per hour As disclosed in court filings, Pashman is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph C. Barsalona II Pashman Stein Walder Hayden, P.C. 1007 North Orange Street 4th Floor, Suite 183 Wilmington, DE 19801 Tel: 302-592-6496 Fax: 201-488-5556 Email: jbarsalona@pashmanstein.com About Prehired LLC Prehired, LLC is a company in Dover, Del., which trains persons to sell software. Prehired and its affiliates filed petitions for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-11293) on Sept. 28, 2022, with up to $10 million in both assets and liabilities. On Oct. 26, 2022, the cases were transferred to the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 22-11007). Jami B. Nimeroff serves as Subchapter V trustee. Judge John T. Dorsey oversees the cases. John J. Keenan, Esq., at Warren Law Group and Pashman Stein Walder Hayden, P.C. serve as the Debtors' bankruptcy counsel and Delaware counsel, respectively. PREMIER 82: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Premier 82, LLC dba Pinewood; dba Premier 82 Apartments 330 Madeline Lane Burleson, TX 76028 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 5, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-42944 Judge: Hon. Edward L. Morris Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bo Fontan as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3PONGIQ/Premier_82_LLC__txnbke-22-42944__0001.0.pdf?mcid=tGE4TAMA PROPERTY HOLDERS: Files for Chapter 11 to Stop Sheriff's Sale ------------------------------------------------------------- Property Holders Ltd filed for chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Iowa. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor owns eight parcels of residential property in Cedar Rapids, Iowa. GreenState Credit Union immediately filed a motion for relief from stay so that it can proceed with the sheriff's sales of the properties. Prepetition, GreenState filed petitions for foreclosure against the real properties and for judgment against the Debtor in the Iowa District Court in Linn County. GreenState moved for and was granted summary judgment in each foreclosure auction. Decrees in each foreclosure action were issued on Aug. 7, 2020. Sheriff's sales for the real properties were scheduled to take place on Nov. 22, 2022, but were stayed by the Chapter 11 filing. GreenState tells the Bankruptcy Court that it does not have, nor has it been offered, adequate protection for its interest in the Real Properties. Either the amount owed for the judgment on each Real Property exceeds the value of each Real Property or the equity cushion on each Real Property is not sufficient to ensure that the judgment on that property will be paid to GreenState. According to court filings, Property Holders estimates $1 million to $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Dec. 28, 2022, at 10:30 a.m. About Property Holders Ltd Property Holders Ltd. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 22-00744) on Nov. 21, 2022. In the petition filed by Charles A. Davisson, as president, the Debtor reported assets and liabilities between $1 million and $10 million. Douglas Dean Flugum has been appointed as Subchapter V trustee. The Debtor is represented by: Rush M. Shortley, Esq. Janet G. Reasoner PO BOX 2328 Cedar Rapids, IA 52406-2328 QHC FACILITIES: Webb Trust Buying Discontinued Properties for $2MM ------------------------------------------------------------------ QHC Facilities, LLC, and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Iowa to authorize the sale of the following four closed facilities to Kenneth Webb Family Trust for $2 million, subject to overbid: QHC Humboldt South, LLC dba Humboldt Care Center South, Crestview Acres, Inc. (Marion), Crestview Acres, Inc. dba Sunnycrest Nursing Center, and QHC Mitchellville, LLC dba Mitchell Village Care Center. On Sept. 23, 2022, the Debtors filed their Motion for Order Approving the Sale Free and Clear of Liens, Claims Interests and Encumbrances and the Amendment to the Debtors' Motion for Order Approving the Sale Free and Clear of Liens, Claims, Interests, & Encumbrances, seeking authority, among other things, to sell certain assets of the Debtors and to assume and assign certain executory contracts and unexpired leases to Blue Care. The Court entered an order approving the sale to Blue Care on Nov. 2, 2022. Prior to the Petition Date, Lincoln Savings Bank ("LSB") and the Debtors entered into a number of promissory notes and lending agreements secured by, among other things, first mortgages on certain of the Debtors' facilities and security interests in certain of their collateral. LSB filed five proofs of claim in the Debtors' respective Bankruptcy Cases as follows: Claim No. 17 in QHC Facilities, LLC; Claim No. 18 in QHC Humboldt North, LLC; Claim No. 18 in QHC Humboldt South, LLC; Claim No. 9 in QHC Madison Square, LLC; and Claim No. 15 in Crestridge, Inc ("LSB's POCs"). Prior to the Petition date, in May 2011, the Webb Trust and the Debtors entered into an asset purchase agreement in which the Debtors acquired several of the nursing homes they owned. On Feb. 15, 2022, Webb Trust filed proof of claim No. 6 in the QHC Facilities, LLC bankruptcy case. The Webb Trust POC asserts a secured claim, as of December 29, 2021, against all Debtors in the amount of $20,697,613.81. The Debtors, LSB, Webb Trust, and the Committee ("Parties") have reached agreement to resolve the issues related to the Webb Trust Claims and LSB Claims as set forth in a settlement agreement. On Oct. 27, 2022, the Debtors filed a Motion for Approval of Settlement of LSB and Webb Trust Claims under Bankruptcy Rule 9019. Not included in the Acquired Assets sold to Blue Care were four closed facilities ("Discontinued QHC Properties"). The Discontinued QHC Properties include: QHC Humboldt South, LLC dba Humboldt Care Center South, Crestview Acres, Inc. (Marion), Crestview Acres, Inc. dba Sunnycrest Nursing Center, and QHC Mitchellville, LLC dba Mitchell Village Care Center. By the Motion, the Debtors seek authority to sell the Discontinued QHC Properties at this time ("Sale") together with all real estate and personal property contained therein on an "as is, where is" basis. LSB has offered to submit a credit bid consisting of its secured claims and the secured claims of the Webb Trust (as assignee) for the purchase of the Discontinued QHC Properties. Accordingly, the Debtors move to designate as the stalking horse bidder for the Discontinued QHC Properties. Accordingly, LSB is submitting a credit bid for all of the Discontinued QHC Properties in the amount of $2 million in the aggregate. The LSB Stalking Horse Bid is subject to higher and better offers through a marketing process. It has agreed to retain Kevin Crowley at Iowa Realty Commercial, as the real estate broker for the sale of the Discontinued QHC Properties in order to market the Discontinued QHC Properties and solicit higher and better offers. The Real Estate Broker will begin marketing for sale the Discontinued QHC Properties. If no higher or better offers are received prior to the hearing set for the Sale Motion, LSB will be deemed the successful bidder. The Debtors will consult with LSB regarding any offers received for the Discontinued QHC Properties and LSB reserves its rights to object to any potential sale. LSB will pay the reasonable administrative and sale costs associated with the Sale (including the reasonable fees and expenses of the Debtors’ professionals and Committee's professionals and, in the event not already paid by LSB, the Debtors and Committee will be permitted to deduct such fees and expenses from the Net Sale Proceeds to reimburse the Debtors and Committee for out-of-pocket expenses including its professionals), as well as the costs to maintain the Discontinued QHC Properties in a commercially reasonable manner until sold. LSB agrees that any and all insurance proceeds arising from insurable incidents which occurred at the Discontinued QHC Properties4 prior to closing of the Sale will be retained by the Debtor's estates. For the avoidance of doubt, this includes but is not limited to the insurance proceeds associated with Crestview Acres, Inc. (Marion). The Sale provides for a sale of the Discontinued QHC Properties free and clear of all interests, liens, claims and encumbrances. Any such interests, liens, claims and encumbrance would attach to the proceeds of the sale of the Discontinued QHC Properties ultimately attributable to the property against or in which such interest, lien, claim or encumbrances is asserted. Time is of the essence in approving and closing the sale, and any unnecessary delay in closing the sale could result in the collapse of the sale. Accordingly, the Court should waive the 14-day period staying any order to sell or assign property of the estates imposed by Bankruptcy Rules 6004(h) and 6006(d). About QHC Facilities Clive, Iowa-based QHC Facilities, LLC, operates eight skilled nursing facilities. The facilities include Crestview Acres in Marion as well as in Tama, Madison, Humboldt, Jackson, Webster and Polk counties and two assisted living centers. Collectively, the facilities have a maximum capacity of more than 700 residents. The company employs roughly 300 full-time and part-time workers. QHC Facilities and its affiliates filed petitions for Chapter 11 protection (Bankr. S.D. Iowa Lead Case No. 21-01643) on Dec. 29, 2021. The affiliates are QHC Management LLC, QHC Mitchellville LLC, QHC Crestridge LLC, QHC Humboldt North LLC, QHC Winterset North LLC, QHC Madison Square LLC, QHC Humboldt South LLC, QHC Villa Cottages LLC, QHC Fort Dodge Villa LLC, and QHC Crestview Acres Inc. QHC Facilities reported $1 million in assets and $26.3 million in liabilities as of the bankruptcy filing. Judge Anita L. Shodeen oversees the cases. Bradshaw Fowler Proctor & Fairgrave, PC and Dentons Davis Brown, P.C. are the Debtors' bankruptcy counsels. Newmark Real Estate of Dallas, LLC, and Gibbins Advisors, LLC, serve as the Debtors' investment banker and restructuring advisor, respectively. The U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Troutman Pepper Hamilton Sanders, LLP and Cutler Law Firm, P.C. serve as the committee's lead bankruptcy counsel and local counsel, respectively. REGIONAL HOUSING: No Decline in Patient Care at Columbus Facility ----------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her seventh report regarding the quality of patient care provided at The Landings of Columbus, which is operated by RHCSC Columbus AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Landings of Columbus in Georgia. In her seventh ombudsman report, Ms. McNeil said she is not aware of any significant change in facility conditions or decline in resident care at The Landings of Columbus since the last visit. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the facility on Nov. 2. The ombudsman representative did not receive any complaints. The staff person in charge noted that the decrease in census is due to residents passing away since the last OR visit. The ombudsman representative also received no concerns about food supplies and medications or medication security. The ombudsman representative noted no decline in resident care since the last visit. A copy of the seventh ombudsman report is available for free at https://bit.ly/3XZCQMD from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: 404-657-5327(O) 404-416-0211 (Cell) Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov About Regional Housing & Community Services Regional Housing & Community Services Corp. and its 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. 26, 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, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Gainesville ----------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her seventh report regarding the quality of patient care provided at The Landings of Gainesville, which is operated by RHCSC Gainesville AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Landings of Gainesville in Georgia. In her seventh ombudsman report, Ms. McNeil noted no decline in resident care at The Landings of Gainesville since the last visit. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the facility on Nov. 10. The ombudsman representative did not receive any complaints. The quality of care appeared to be good. The building inside was very good. The outside of the building has improved since the last visit. The ombudsman representative met with two family members of a resident who had been at the facility for five years. They said that the care has always been excellent. The facility had adequate food and supplies. Medicines were properly locked up. The ombudsman representative did not note any decline in resident care since the last visit. A copy of the seventh ombudsman report is available for free at https://bit.ly/3ERU4CH from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: 404-657-5327(O) 404-416-0211 (Cell) Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov About Regional Housing & Community Services Regional Housing & Community Services Corp. and its 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. 26, 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, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Gardens of Rome --------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her seventh report regarding the quality of patient care provided at The Gardens of Rome, which is operated by RHCSC Rome AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Gardens of Rome in Georgia. In her seventh ombudsman report, Ms. McNeil said she is not aware of any significant change in facility conditions or decline in resident care at The Gardens of Rome since the last visit. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited The Gardens of Rome facility on Oct. 18. The ombudsman representative did not receive any complaints on this visit. The ombudsman representative noted that the quality of care appeared to be good. The ombudsman representative noted that all residents seem content. The quality of care appears adequate. The ombudsman representative noted that the building was clean and some repairs were being done. The ombudsman representative observed adequate food and supplies and that the medications were properly secured. The patient care ombudsman is not aware of any significant change in facility conditions or decline in resident care for this personal care home since the last visit. A copy of the seventh ombudsman Report is available for free at https://bit.ly/3Vpgl1C from PacerMonitor.com. The Ombudsman may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: 404-657-5327(O) 404-416-0211 (Cell) Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov About Regional Housing & Community Services Regional Housing & Community Services Corp. and its 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. 26, 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, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Gardens of Savannah ------------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her seventh report regarding the quality of patient care provided at The Gardens of Savannah, which is operated by RHCSC Savannah AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Gardens of Savannah, in Georgia. In her seventh ombudsman report, Ms. McNeil said she is not aware of any significant change in facility conditions or decline in resident care at The Gardens of Savannah since the last visit. On Nov. 21, an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited The Gardens of Savannah facility. During the visit, the ombudsman representative did not receive any complaints. Instead, the ombudsman representative received positive feedback from the residents who were able to communicate. No decline in resident care was reported since the last visit, according to the report. A copy of the seventh ombudsman report is available for free at https://bit.ly/3Vp55CD from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: 404-657-5327(O) 404-416-0211 (Cell) Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov About Regional Housing & Community Services Regional Housing & Community Services Corp. and its 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. 26, 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, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Landings of Douglas ------------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her seventh report regarding the quality of patient care provided at The Landings of Douglas, which is operated by RHCSC Douglas AL Holdings, LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Landings of Douglas in Georgia. In her seventh ombudsman report, Ms. McNeil noted no decline in resident care at The Landings of Douglas. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited The Landings of Douglas facility on Nov. 22. The ombudsman representative visited 15 residents, and met with the person in charge, direct care, and housekeeping staff. The OR noted that staffing issues are improving. The OR reported no decline in resident care since the last visit. A copy of the seventh ombudsman report is available for free at https://bit.ly/3Up42Bf from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: 404-657-5327(O) 404-416-0211 (Cell) Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov About Regional Housing & Community Services Regional Housing & Community Services Corp. and its 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. 26, 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, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Social Circle ------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her seventh report regarding the quality of patient care provided at The Gardens of Social Circle, which is operated by RHCSC Social Circle AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Gardens of Social Circle. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the facility on Nov. 16. The ombudsman representative received no complaints. The residents said that everything was going well. The ombudsman representative noted that the rooms, hallways, and outside of the buildings were clean and tidy. The patient care ombudsman reports no decline in resident care since the last visit. A copy of the seventh ombudsman report is available for free at https://bit.ly/3ykgSIE from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: 404-657-5327(O) 404-416-0211 (Cell) Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov About Regional Housing & Community Services Regional Housing & Community Services Corp. and its 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. 26, 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, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REMINGTON STATION: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Remington Station, LLC dba Cimarron Ridge; dba Remington Station Apartments 330 Madeline Lane Burleson, TX 76028 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 5, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-42945 Judge: Hon. Edward L. Morris Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bo Fontana as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DJLZQOQ/Remington_Station_LLC__txnbke-22-42945__0001.0.pdf?mcid=tGE4TAMA REVERSE MORTGAGE: Dec. 9 Deadline Set for Panel Questionnaires -------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of Reverse Mortgage Investment Trust Inc., et al. 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/3VyUxRc and return by email it to Timothy Fox -- Timothy.Fox@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Dec. 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 Reverse Mortgage Investment Trust Inc. Reverse Mortgage Investment Trust Inc. is an originator and servicer of reverse mortgage loans. Reverse Mortgage and four of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11225) on November 30, 2022. In the petition signed by Craig Corn, chief executive officer, the Debtors disclosed up to $50 billion in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Sidley Austin LLP as general bankruptcy counsel, Benesch, Friedlander, Coplan, and Aronoff LLO as local bankruptcy counsel, FTI Consulting Inc. as financial advisor, and Kroll Restructuring Administration LLC as noticing and claims agent. Leadenhall Capital Partners LLP, as agent to the postpetition secured lenders, is advised by Latham & Watkins LLP and Young, Conaway Stargatt & Taylor LLP, as counsel; BRG, as financial advisor; and Moelis as investment banker. RICH'S DELICATESSEN: Court OK's Interim Cash Collateral Access -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Rich's Delicatessen and Liquors, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor is permitted to use cash collateral commencing upon entry of the order until the Termination Date to pay (i) actual, ordinary, and necessary expenses of the Debtor's business as described in the Budget, and (ii) any other expenses approved by the Court. The Debtor will be deemed to comply with the Budget so long as its total cash disbursements for the period between entry of the order and the termination date do not exceed 110% of the total cash disbursement amounts provided for in the Budget or such higher amount to which the IRS and the SBA expressly consent. As adequate protection, the Internal Revenue Service and the Small Business Administration are granted (i) replacement liens in all post-petition property of the Debtor, including all cash collateral, to the same extent, validity, and priority as the IRS and the SBA had pre-petition in such property, (ii) an adequate protection payment to the IRS in the amount of $1,000 each month to be made in collected funds on or before the fifteenth day of each month with the first such payment due December 15, 2022, and (iii) a priority claim pursuant to section 507(b) of the Bankruptcy Code for the diminution in value, if any, of the IRS or the SBA's interest in the pre-petition collateral. Commencing on January 15, 2023, the Debtor will make an adequate protection payment to the IRS of $1,000 or before the 15th day of each month until the earliest of: i. The date on which the Debtor's rights to use cash collateral ceases; ii. Entry of a Court order directing the cessation of such payments; iii. Conversion of this proceeding to one under Chapter 7 of the Bankruptcy Code; iv. Dismissal of this proceeding. The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft, water damage, and any other casualty events to the same extent and with the same coverage as such were maintained and paid prepetition. The Debtor will make payments to the SBA in accordance with the EIDL loan agreement. The Interim Order will expire on January 4, 2023. A further hearing on the matter is set for January 3 at 1:30 p.m. A copy of the order is available at https://bit.ly/3UCjrhv from PacerMonitor.com. About Rich's Delicatessen and Liquors, Inc. Rich's Delicatessen and Liquors, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-13693) on November 28, 2022. In the petition signed by Izabela Machnicki, secretary-vice president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. David Herzog, Esq., at David Herzo Law, is the Debtor's legal counsel. RICH'S FOOD: 2 Groceries Start Subchapter V Proceedings ------------------------------------------------------- Rich's Food & Liquors, Inc., and Rich's Delicatessen & Liquors Inc. filed for chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Illinois. The Debtors elected on their voluntary petitions to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. Rich's Deli opened a specialty European grocery store in 1990 at its current location of 857 N Western Ave., Chicago, Illinois. Rich's Food has operated a store since 2001 at 4747 N Harlem Ave., Harwood Heights, Illinois. Traditionally, Rich's Foods generated a gross revenue between $8 million to $11 million, and Rich's Deli generated between $2 million to $3 million in gross revenues per year. Originally, Richard Machnicki and his wife, Kathy Machnicki were the sole shareholders of each of the businesses and Richard ran the day-to-day operations of each store. In 2017 Richard and Kathy were involved in an acrimonious divorce proceeding in which Kathy was awarded sole ownership of Rich's Foods and Rich's Deli. However, only after a subsequent court hearing in 2002 did Richard finally turn-over ownership of both corporations to his former wife, Kathy. Currently, the day-to-day operations of both Rich's Foods and Rich's Deli are run by Izabela Machnicki, the daughter of Richard and Kathy. Izabela is the Vice-President and Secretary of each company and she is a director, along with her mother of both Rich's Foods and Rich's Deli. Izabela said in court filings that when she took over operations of both businesses around May or June 2022, she discovered the accounting system for each business was in disarray, that employees had been stealing both monies and product, and that certain employees were purposefully deleting necessary accounting records. Significantly, she discovered that the bookkeeper and prior CPA, at the direction of her father, were deleting Quickbook records. In addition, prior management was not mailing the appropriate tax payments to either the Internal Revenue Service or the Illinois Department of Revenue. Hence, both Rich's Foods and Rich's Deli have substantial tax deficiencies and the taxing authorities have either levied on the business or have threatened to take such action. Accordingly, the bankruptcy cases were filed to prevent any further tax levies, allow each business to reorganize its business affairs, and provide for the orderly repayment of all monies due the taxing authorities and its creditors. About Rich's Deli Rich's Food & Liquors, Inc., and Rich's Delicatessen & Liquors Inc. are family-owned and operated grocery store businesses. Rich's Deli was opened in 1990 at its current location of 857 N Western Ave., Chicago, Illinois. Rich's Foods has operated a grocery store since 2001 located at 4747 N Harlem Ave., Harwood Heights, Illinois. Both Rich's Foods and Rich's Deli are specialty European grocery stores featuring mostly European and Polish products. Originally, Richard Machnicki and his wife, Kathy Machnicki were the sole shareholders of each of the businesses but Kathy obtained control of both businesses following divorce proceedings. Rich's Food & Liquors, Inc., and Rich's Delicatessen & Liquors Inc. each filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-13563 and 22-13693) on Nov. 28, 2022. In the petitions filed by Mark Allen, as manager, Rich's Food disclosed $1 million to $10 million in assets and liabilities, and Rich's Deli reported assets between $100,000 and $500,000 and liabilities between $500,000 and $1 million. The Debtors are represented by: David R Herzog, Esq. Law Offices of David R Herzog 857 N. Western Ave. Chicago, IL 60622 ROYALE ENERGY: Expands Oil Development in North Jameson Field ------------------------------------------------------------- Royale Energy, Inc. announced the completion of the V.T. McCabe #70 well which was recently drilled to a target depth of 7,000' in the Company's North Jameson Field in Mitchell County, Texas. The well encountered porous and permeable zones in both the Strawn and Odom formations. The well was initially completed in the Odom formation where it averaged 85 barrels of oil and 120 thousand cubic feet per day of natural gas. The Upper Strawn formation has 35' of net pay and will be completed at a later date. Royale retains a 40% working interest in the V.T. McCabe #70. OPERATIONS Since January 2020, Royale has successfully drilled seven wells and re-entered three additional wells in the North Jameson Field. The wells were drilled to test the Ellenburger, Odom and Strawn formations which are prevalent in the area. Typically, the Strawn completions require fracture stimulations to maximize the production from this zone. In October 2022, Royale began an aggressive fracture stimulation program in the Strawn completions. To date, five wells have been fracture stimulated and are in various stages of recovering the stimulation fluids. FORECAST Royale anticipates fracture stimulating three additional Strawn completions by early December 2022. About Royale El Cajon, CA-based Royale Energy, Inc. -- http://www.royl.com-- is an independent oil and natural gas producer incorporated under the laws of Delaware. Royale's principal lines of business are the production and sale of oil and natural gas, acquisition of oil and gas lease interests and proved reserves, drilling of both exploratory and development wells, and sales of fractional working interests in wells to be drilled by Royale. Royale was incorporated in Delaware in 2017 and is the successor by merger to Royale Energy Funds, Inc., a California corporation formed in 1983. Royale Energy reported a net loss of $3.60 million for the year ended Dec. 31, 2021, compared to a net loss of $8.15 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $11.36 million in total assets, $21.30 million in total liabilities, $23.20 million in convertible preferred stock, and a total stockholders' deficit of $33.15 million. Dallas, Texas-based Weaver and Tidwell, LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. SAN LUIS & RIO: Judge Approves Soloviev Group Acquisition --------------------------------------------------------- A federal judge has approved the Soloviev Group's purchase out of bankruptcy of the San Luis & Rio Grande Railroad pursuant to a Nov. 17 auction. The company's winning bid of $10.7 million by the group through its subsidiary KCVN LLC was nearly double the opening auction bid. The line is about 150 miles long, radiating in three directions from Alamosa, Colorado, with connection to larger railroads at Walsenburg, Colorado. Freight traffic includes grain, minerals, rock products, and farm produce. Operating across the La Veta Pass at an elevation of 9242 feet, it is the highest railroad in the United States. The railroad first reached Alamosa as a narrow-gauge line built by the Denver & Rio Grande Railroad in 1878, and has been in continuous operation ever since. "We look forward to working with shippers in the territory served by the line to meet their agricultural and other transport needs efficiently and cost-effectively. We are planning significant upgrades to the service so the line can operate at the highest possible level of efficiency," said Stefan Soloviev, chairman of the Soloviev Group. The Soloviev Group also owns and operates the Colorado Pacific Railroad, from a point east of Pueblo, Colorado, to the Kansas state line. Both railroads heavily serve agricultural interests. The parent company is one of the largest landowners in America, owning or controlling more than a half million acres of farm and ranchland located primarily in Colorado, Kansas and New Mexico. "The Soloviev Group looks forward to serving the needs of agricultural and other freight customers in the five-county area served by the San Luis & Rio Grande Railroad and will be involved and work with the local communities," Mr. Soloviev said. About the Soloviev Group The Soloviev Group -- https://solovievgroup.com -- is the holding company for several businesses operated by Stefan Soloviev. (For more information see: LEADERS Interview with Stefan Soloviev, Chairman, Soloviev Group (leadersmag.com.) The Soloviev Group encompasses divisions that include Realty and Development, Hospitality, Transportation & Railroad, and Agriculture & Ranching operations. The company operates in New York City, and on the East End of Long Island, including Shelter Island, and also owns Crossroads Agriculture, a large-scale integrated farming and ranching operation based in Colorado, Kansas and New Mexico. That company is one of the country's largest privately held agribusinesses. Soloviev is the 26th-largest landowner in the United States. About San Luis & Rio Grande Railroad San Luis & Rio Grande Railroad, Inc., operates the San Luis & Rio Grande Railroad. On Oct. 16, 2019, an involuntary Chapter 11 petition was filed against San Luis & Rio Grande Railroad by creditors, Ralco LLC, South Middle Creek Road Association and The San Luis Central Railroad Co. (Bankr. D. Colo. Case No. 19-18905). The petitioning creditors are represented by Brownstein Hyatt Farber Schrec and Graves Dougherty Hearon & Moody. Judge Thomas B. McNamara oversees the case. Williams A. Brandt Jr. was appointed as Chapter 11 trustee for San Luis & Rio Grande Railroad. The trustee tapped Markus Williams Young & Hunsicker LLC as bankruptcy counsel, and Fletcher & Sippel LLC and Hall & Evans P.C. as special counsel. Development Specialists, Inc. and D'Almeida Consulting, LLC serve as the trustee's accountant and financial consultant, respectively. SAS AB: Gets More Time for Bankruptcy Plan ------------------------------------------ SAS AB and its subsidiaries have been given more time to file their plan for emerging from Chapter 11 protection. Judge Michael Wiles of the U.S. Bankruptcy Court for the Southern District of New York extended the companies' exclusive right to file their Chapter 11 plan of reorganization to April 1, 2023, and to solicit votes on the plan to June 1, 2023. In the coming weeks, the companies anticipate seeking approval of procedures related to an equity raise process, which will allow them to source capital to fund their plan and emergence from bankruptcy. They also expect to conduct plan negotiations with key stakeholders. The extension will facilitate these processes and allow the companies to continue pursuing value-maximizing transactions without the interruption of a competing plan, according to the companies' attorney, Gary Holtzer, Esq., at Weil, Gotshal & Manges, LLP. About Scandinavian Airlines SAS SAB, Scandinavia's leading airline, with main hubs in Copenhagen, Oslo and Stockholm, is flying to destinations in Europe, USA and Asia. Spurred by a Scandinavian heritage and sustainable values, SAS aims to be the global leader in sustainable aviation. The airline will reduce total carbon emissions by 25% by 2025, by using more sustainable aviation fuel and its modern fleet with fuel-efficient aircraft. In addition to flight operations, SAS offers ground handling services, technical maintenance and air cargo services. SAS is a founder member of the Star Alliance, and together with its partner airlines offers a wide network worldwide. On the Web: https://www.sasgroup.net SAS AB and its subsidiaries, including Scandinavian Airlines Systems Denmark-Norway-Sweden and Scandinavian Airlines of North America Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5, 2022. In the petition filed by Erno Hilden, as authorized representative, SAS AB estimated assets between $10 billion and $50 billion and liabilities between $1 billion and $10 billion. Judge Michael E Wiles oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP as global legal counsel; Mannheimer Swartling Advokatbyra AB as special counsel; FTI Consulting, Inc. as financial advisor; and Seabury Securities, LLC and Skandinaviska Enskilda Banken AB as investment bankers. Seabury is also serving as restructuring advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. SAVANNAH CAPITAL: HI Resorts Buying Deed of Trust for $1.2 Million ------------------------------------------------------------------ Savannah Capital, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the following personal property: Amended Deed of Trust and Amended Deed of Trust and Note Dated Nov. 15, 2021, wherein Deville Corp. is the debtor, to HI Resorts Nashville, LLC, for $1.2 million, free and clear of all liens, claims and encumbrances. The Debtor's bankruptcy estate owns 100% ownership interest in the Deed of Trust in the principal amount of $1.2 million, pursuant to 11 U.S.C. Section 541(a). Debtor was presented with an offer and letter of intent to purchase the Deed of Trust by the Purchaser for the face value of the Deed of Trust, which is $1.2 million. The LOI is not signed by the Manager of the Debtor, Kris Callen, in deference to the authority of the Court to allow the Manager to agree to the sale, but the Manager supports the Motion, the contemplated sale, and the terms of the LOI. The sale proceeds will be deposited into the trust account of the Debtor's bankruptcy counsel for the benefit of its creditors. The Debtor, through exercise of its business judgment, has determined that the sale of the Deed of Trust for a total of $1.2 million is in the best interest of the Debtor, its creditors, and the estate. It is an arm's-length transaction between the Debtor and the Purchaser. The principal of the Purchaser is Andre Callen who owns a 6.25% membership interest in the Debtor but otherwise has no affiliation or control over the Debtor. The Debtor's interest in the Deed of Trust is subject to a perfected security interest in the form of a judgment lien in favor of Capital Investments 309, LLC. Upon the sale of the Deed of Trust, the Secured Creditor's Judgment Lien will attach to the sale proceeds as a first priority security interest. Subject to the foregoing, the Secured Creditor has expressed its consent to the sale of the Deed of Trust. The final Sale Order will be conditioned upon, subject to, incorporate and preserve all the rights and protections resulting from the entry of an order confirming a chapter 11 plan and the Sale will be deemed a sale under a plan confirmed under 11 U.S.C. Section 1146(a). The Debtor requests an expedited hearing on the Motion. Additionally, it requests that the Court enters an order waiving the 14-day stays set forth in Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure and providing that the orders granting this Motion be immediately enforceable and that the sale of the Deed of Trust may occur immediately. A copy of the LOI is available at https://tinyurl.com/2vnd65ws from PacerMonitor.com free of charge. About Savannah Capital, LLC Savannah Capital, LLC, is an asset management company based in Savannah, Ga. Savannah Capital and its affiliate, New Broughton Street, LLC, sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 22 01431) on April 11, 2022. In the petitions filed by Kris Callen, as manager, both Debtors listed up to $50,000 in assets and up to $10 million in liabilities. Judge Catherine Peek McEwen oversees the case. Jake C. Blanchard, Esq., at Blanchard Law, P.A. is the Debtor's counsel. SBA COMMUNICATIONS: S&P Upgrades ICR to 'BB+', Outlook Stable ------------------------------------------------------------- S&P Global Ratings raised the issuer-credit rating to 'BB+' from 'BB' on U.S.-based tower operator SBA Communications Corp. S&P also raised the issue-level rating on the company's senior secured debt to 'BBB-' from 'BB+' and the issue-level rating on its senior unsecured debt to 'BB' from 'BB-'. The stable rating outlook reflects S&P's expectation that cash flow will improve over the next year from site leasing revenue growth due to increased network investment from U.S. carriers. As a result, S&P expects leverage will remain steady, in the mid-7x area, providing sufficient cushion against its 8x downgrade threshold as acquisitions and share repurchases offset EBITDA growth. The upgrade reflects S&P's more favorable view of SBA's business prospects. S&P Global Ratings views the tower industry as one of the strongest corporate sectors. SBA's overall business has a more favorable mix than its peers since 80% of its site leasing revenue comes from domestic operations. In contrast, Crown Castle Inc. derives about 68% of its site rental revenue from the domestic tower business and the remainder from small cells and fiber, a business with less favorable characteristics relative to towers. About 47% of American Tower Corp.'s revenue comes from its U.S. tower operations while 43% comes from emerging markets and its U.S. data center operations, which carry greater risk, in S&P's view. As a result, SBA's margins are the highest in the industry with gross margin in the mid-70% area and EBITDA margins in the mid- to high-60% area. It also benefits from long-term contracts with wireless carriers (almost all of which have investment-grade ratings), annual price escalators, and high renewal rates, which lead to highly predictable cash flow. The business also features very high barriers to entry because of the required zoning approvals for constructing towers. SBA benefits from a strong leasing environment as U.S. wireless carriers upgrade their networks to 5G technology, which includes the ongoing deployment of mid-band spectrum acquired in recent auctions. S&P expects the big three U.S. telcos will spend about $55 billion-$60 billion in network investment in 2022, much of which will be allocated to mid-band spectrum deployments. While this spending will likely moderate in 2023, S&P still expects capital expenditure (capex) to remain above historical averages. SBA management estimates that mobile operators have deployed mid-band spectrum on about 50% or less of their tower sites. Specifically, SBA expects heightened activity from AT&T as it deploys mid-band spectrum on SBA's towers, which are concentrated in suburban and rural markets. It also expects Dish Network to contribute to leasing activity as it builds out its own 5G network. S&P said, "That said, we believe carriers will shift more investment toward densification over time, which would make SBA's portfolio somewhat less advantageous. Further, despite healthy demand for network upgrades from the 5G investment cycle, we expect SBA's same-tower organic leasing growth in the U.S. will only increase about 4%-4.5% 2022 and 2023 because of higher churn as T-Mobile decommissions Sprint's tower sites." S&P said, "Based on these stable trends and the overall strong business risk characteristics of the tower industry, we believe SBA's business can support higher leverage. Therefore, we revised the upgrade trigger to 8x from 7.5x, prompting a higher rating, since we expect leverage to remain in the mid-7x area over the next couple of years." SBA's increased presence in emerging markets heightens operating risks. About 20% of its site leasing revenue is generated outside the U.S. The majority comes from its two largest international markets, Brazil and South Africa. With its recent acquisition of Airtel Tanzania through a joint venture with Paradigm Infrastructure, SBA expanded its operations to an emerging African market (adding 1,445 sites). The company also recently entered the Philippines, focusing on greenfield builds, including plans to erect hundreds of new towers over the next couple of years. S&P said, "We expect SBA to continue expanding its operations in emerging markets where asset prices are substantially lower relative to developed markets. That said, these growth opportunities come with country and foreign exchange risk associated with operations in emerging markets although we view this risk as moderate relative to that of American Tower, which generates almost 37% of its consolidated revenue from emerging markets." S&P said, "Aggressive financial policy limits longer-term leverage improvement. While SBA is capable of reducing leverage quickly because of its expanding EBITDA base and strong and predictable cash flow generation, we do not expect that SBA will sustain adjusted leverage (including operating and finance lease obligations) below our upgrade threshold of 7x due to its acquisitive nature, share repurchases, and stated net leverage target of 7x-7.5x (S&P Global Ratings-adjusted leverage is about 0.2x-0.3x higher). We expect the company will continue to pursue acquisitions internationally given more favorable growth characteristics. If it cannot find attractive acquisitions, we would expect management to be opportunistic regarding share repurchases to keep leverage in line with its target longer term. We also expect low discretionary cash flow (DCF) to debt, less than 5% over the long term. "The stable rating outlook reflects our expectation that cash flow will improve over the next year from site leasing revenue growth due to increased network investment from U.S. carriers. As a result, we expect leverage will remain steady, in the mid-7x area, providing sufficient cushion against our 8x downgrade threshold as acquisitions and share repurchases offset EBITDA growth." S&P could lower the rating if: -- The company adopts a more aggressive financial policy, which could include material debt-financed acquisitions; or -- It funds REIT distributions and stock repurchases with additional debt such that leverage rises above 8x without prospects for longer-term improvement. S&P said, "We could raise the rating if SBA's adjusted leverage declines to less than 7x on a sustained basis. However, we view this as unlikely because of the company's net leverage target of 7x-7.5x and aggressive shareholder-friendly actions, which we expect will keep leverage elevated longer term." ESG credit indicators: E-2, S-2, G-2 SC BEACH PARTNERSHIP: Files for Chapter 11 to Sell Condo Units -------------------------------------------------------------- SC Beach Partnership, LLC filed for chapter 11 protection in the U.S. Bankruptcy Court for the District of South Carolina. SCBP owns and operates 893 ownership interests in 159 condominium units in the Yachtsman Resort located at 1304 N. Ocean Boulevard, Myrtle Beach, South Carolina. These ownership interests formerly were timeshare intervals (typically, one week) in the now terminated Yachtsman Resort Timeshare Plan (the "Timeshare Plan"). By the termination of the Timeshare Plan, SCBP's ownership interests are now as a tenant in common with other owners of an interest in the respective condominium units. The Timeshare Plan was terminated by the Yachtsman Resort Interval Owners Association, Inc. (the "IOA") effective February 21, 2022. The IOA terminated the Timeshare Plan pursuant to S.C. Code Sec. 27-32-520(C); however, the 10A has not taken steps in its role as "termination trustee" to partition and sell the condominium units formerly in the Timeshare Plane as provided in S.C. Code Sec. 27-32-520(C). The Chapter 11 case is filed for the purpose of the sale of the 159 condominiums in which SCBP owns an interest, by partition and/or under 11 U.S.C. Sec., 363(h). The IOA's failure to proceed with a sale of the condominiums has placed SCBP in the position where it must act to cause the sale. SCBP needs to realize the value of its ownership interests in order to (a) pay its creditors, (b) avoid the incurrence of additional debt, including continuing annual fees or assessments of the IOA, and (c) return any remaining value (alter payment of debt) to its owner. In addition, there is no longer any purpose to ownership of the ownership interests. As a critical part of this Chapter 11 case, SCBP is filing an adversary proceeding seeking the partition and sale of the 159 condominiums in which it owns an interest, as contemplated by S.C. Code Sec. 27-32-520(C), and under 11 U.S.C. Sec. 363(h). All co-owners in the 159 condominiums will be included as named defendants, so that a buyer will be able to purchase 100% ownership of the condominium units, as opposed to a fractional ownership interest in them. Upon a sale of the condominiums, after (a) payment of the costs to arrange and make the sale, (b) payment of any taxes due on the sale or the property itself, and (c) allocation of the sale proceeds among the co-owners, SCBP will collect and use its share of the sale proceeds to pay its creditors and expenses. SCBP will file a Chapter 11 plan incorporating the sale and to effectuate the payment provisions for its creditors. According to court filings, SC Beach Partnership estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. About SC Beach Partnership SC Beach Partnership LLC owns and operates 893 ownership interests in 159 condominium units in the Yachtsman Resort located at 1304 N. Ocean Boulevard, Myrtle Beach, South Carolina. These ownership interests formerly were timeshare intervals in the now terminated Yachtsman Resort Timeshare Plan. SC Beach Partnership LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 22-03258) on Nov. 29, 2022. In the petition filed by Alexander Krakovsky, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by: Julio E. Mendoza, Jr, Esq. Nexsen Pruet, LLC 189 Kentlands Blvd 2005 Gaithersburg, MD 20878-5446 SCUNGIO BORST: Exclusivity Period Extended to Jan. 5 ---------------------------------------------------- A bankruptcy court extended the time Scungio Borst & Associates, LLC can keep exclusive control of its Chapter 11 case, giving the company until Jan. 5, 2023, to file a bankruptcy plan and until March 6, 2023, to solicit votes on that plan. The ruling by the U.S. Bankruptcy Court for the Eastern District of Pennsylvania allows the company to pursue its own plan without the threat of a rival plan from creditors. Scungio and the official unsecured creditors' committee have been negotiating regarding a potential plan to liquidate the company's assets, which consist primarily of litigation claims in the amount of $11.5 million against KPG-MCG Curtis Tenant, LLC and employee retention credits in the amount of $550,000. The liquidation or collection of these assets is the main unresolved contingency in the company's bankruptcy case, according to court filings. About Scungio Borst & Associates Scungio Borst & Associates, LLC is a worldwide construction services firm specializing in general construction, consulting and project management. It is based in Camden, N.J. Scungio Borst & Associates filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-10609) on March 11, 2022, listing as much as $50 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. Judge Ashely M. Chan oversees the case. Aris J. Karalis, Esq., at Karalis, PC and Bochetto & Lentz, PC serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtor's case on April 11, 2022. The committee is represented by Obermayer Rebmann Maxwell & Hippel, LLP. SITEK PRODUCTIONS: Unsecureds to Split $133K in Subchapter V Plan ----------------------------------------------------------------- Sitek Productions, Inc. ("SPI") and Sitek Logistics, Inc. ("SLI") filed with the U.S. Bankruptcy Court for the Middle District of Florida a Joint Plan of Reorganization for Small Business Under Subchapter V dated November 29, 2022. SPI is an event planner that offers full service technical solutions as well as quality AV rentals to service events. SLI provides shipping services for distributors, including Amazon. After evaluating alternatives, the Debtors determined that a Subchapter V Chapter 11 filing would provide a venue in which to effectively address their current debts and best serve the interests of their creditors, customers, and employees. The Debtors will utilize the Chapter 11 process to efficiently and effectively reorganize their businesses and make distributions to creditors. The Debtors anticipate that the Plan will be confirmed in January of 2023. Payments to Class 3 unsecured creditors shall be made annually commencing February 1, 2024. The Debtors project that total distributions to unsecured creditors will be approximately $132,613.00, which is anticipated to be the total amount of the allowed unsecured claims. The distributions under the Plan will be derived from (i) existing cash on hand on the Effective Date and (ii) revenues generated by continued business operations. This Plan of Reorganization proposes to pay creditors of the Debtors from their projected disposable income. Class 2 consists of Allowed Secured claim of Kalamata. Commencing on the Effective Date and continuing on the same day of each month thereafter until the Allowed Class 2 Claim is paid in full, the Allowed Class 2 Claim shall be paid as follows: (i) Year 1— interest only at 5% per annum; (ii) Years 2-5 amortized over 10 years and paid in monthly installments of principal and interest at 5% per annum. The Allowed Class 2 Claim shall mature and become due and payable in full on the 5th anniversary of the Effective Date. It is the Debtor's position that no amount is owed. The Class 2 Claim is impaired by the Plan. Class 3 consists of all general unsecured claims. The Debtors estimate that Class 3 claims will total approximately $132,613.00. Every holder of a non-priority unsecured claim against the Debtors shall receive its pro-rata share of the Debtors' projected disposable income, after payment of administrative, priority tax, and secured claims. Payments shall be made quarterly commencing on or about February 1, 2024. The Debtors project that total distributions to unsecured creditors will be approximately $132,613.00. The Class 3 Claims are impaired by the Plan. Class 4 is comprised of all equity interests in the Debtors, which are owned by Justin Peace and Kaitlyn Peace, who will retain their equity interests in the Debtors. No distributions will be made to Justin Peace or Kaitlyn Peace until the distributions to Class 3 have been made. Payments required under the Plan will be funded from existing cash on hand on the Effective Date and revenues generated by continued operations. A full-text copy of the Joint Plan dated November 29, 2022, is available at https://bit.ly/3Uzx0OK from PacerMonitor.com at no charge. Attorneys for Debtors: Edward J. Peterson, Esq. Stichter Riedel Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Email: epeterson@srbp.com About Sitek Productions Sitek Productions, Inc., offers full-service technical solutions as well as quality AV rentals to service customers' next event. Sitek Productions and affiliate, Sitek Logistics, Inc., filed petitions for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 22-03141) on Aug. 31, 2022. Aaron R. Cohen has been appointed as Subchapter V trustee. At the time of the filing, Sitek Productions listed as much as $1 million in both assets and liabilities while Sitek Logistics listed up to $50,000 in assets and up to $100,000 in liabilities. The Debtors are represented by Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Postler, P.A. ST. THERESE HEALTHCARE: Taps of William D. Cope as Legal Counsel ---------------------------------------------------------------- St. Therese Healthcare Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire The Law Offices of William D. Cope to handle its Chapter 11 case. William Cope, Esq., the firm's attorney who will be providing the services, will charge an hourly fee of $500. Paraprofessionals will charge $250 per hour. The retainer fee is $10,000. Mr. Cope disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William D. Cope, Esq. The Law Offices of William D. Cope, LLP 505 Ridge Street Reno, NV 89501 Phone: (775) 333-0838 Fax: (775) 333-6694 Email: william@copebklaw.com About St. Therese Healthcare St. Therese Healthcare, Inc. provides nursing care services. It is based in Reno, Nev., and conducts business under the name Alliance Home Healthcare Services. St. Therese Healthcare filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-50597) on Nov. 10, 22, 2022, with between $1 million and $10 million in assets and between $500,000 and $1 million in liabilities. Monette Wilday, president of St. Therese Healthcare, signed the petition. Jeanette McPherson is the Subchapter V trustee appointed in the case. William D Cope, Esq., at The Law Offices of William D Cope, LLP represents the Debtor as counsel. TARONIS FUELS: Sets Bid Procedures for Texas Retail Business Assets ------------------------------------------------------------------- Taronis Fuels, Inc., and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of all, substantially all, or portion of their assets related to the operation of their Texas retail business. A hearing on the Motion is set for Dec. 9, 2022, at 10:30 a.m. (ET). The Objection Deadline was Dec. 2, 2022, at 4:00 p.m. (ET). Given their liquidity position, the Debtors determined the best course to maximize value for their estates would be to commence the Chapter 11 Case and seek sales of their remaining assets. On Nov. 18, 2022, their Board of Directors interviewed several investment banker candidates and intends to select one to serve as the Debtors' investment banker in the coming days. The Debtors believe that the auction process and time periods set forth in the Bidding Procedures are reasonable and will provide parties with sufficient time and information necessary to formulate a bid to purchase all, substantially all, or portion of the Assets. Simply put, the Debtors' current financial condition will not allow for an unlimited postpetition sale process. As part of their Bidding Procedures, the Debtors seek authority, subject to the terms of the Bidding Procedures Order, to designate a stalking horse bid, or any or all of their Assets and to enter into a Stalking Horse Agreement with Stalking Horse Bidder. They propose to designate any Stalking Horse Bidder and enter into any Stalking Horse Agreement no later than Dec. 21, 2022, at 4:00 p.m. (ET), which deadline may be extended by the Debtors. Upon the designation of a Stalking Horse Bidder, the Debtors are requesting authority to seek approval of Bid Protections to a Stalking Horse Bidder. Those Bid Protections will be described with specificity in a motion seeking approval of such Bid Protections. The Debtors request that the Court schedules a Stalking Horse Hearing on Dec. 28, 2022 to consider the Stalking Horse Motion and any Bid Protections. If the Court enters an order approving the Stalking Horse Motion, the Debtors will provide notice of entry of the Stalking Horse Order on the Sale Notice Parties and any Prospective Bidder. The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 3, 2023, at 4:00 p.m. (ET) b. Initial Bid: If a Stalking Horse Bidder has been designated, each bid that is not a Stalking Horse Bid must have a value to the Debtors, as determined by the Debtors, in consultation with the Consultation Parties, that is greater than or equal to the sum of the value offered under the Stalking Horse Agreement, plus (a) the amount of the Bid Protections and (b) $250,000. c. Deposit: The Good Faith Deposit (10% of the proposed purchase price for the Assets) will be deposited no later than Jan. 3, 2023 at 3:00 pm (ET). d. Auction: The Auction, if required, will be conducted on Jan. 6, 2023, at 10:00 a.m. (ET), at either (i) at the offices of Potter Anderson & Corroon LLP, 1313 N. Market Street, 6th Floor, Wilmington, Delaware 19801, or (ii) virtually or at such other date, time or location as designated by the Debtors, after consulting with the Consultation Parties. e. Bid Increments: $250,000 f. Sale Hearing: Jan. 13, 2023, subject to the availability of the Court g. Supplemental Sale Objection Deadline and Adequate Assurance Objection Deadline: Jan 10, 2023, at 4:00 p.m. (ET) h. Closing: Jan. 20, 2023 i. Credit Bidding: The Lender may, subject to the terms of the DIP Order, credit bid the outstanding Prepetition Obligations or the DIP Obligations. As soon as practicable after the Debtors file the Stalking Horse Motion with the Court, the Debtors will cause a copy of the Stalking Horse Motion to be served on the Sale Notice Parties and any Prospective Bidder. Within two business days after entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Debtors will serve on the Sale Notice Parties and cause to be published on the Claims' Agent Website the Sale Notice. In connection with the Sale, the Debtors likely will seek to assume and assign to the Successful Bidder (or its designated assignee(s)) one or more Contracts. Two business days after the entry of the Bidding Procedures Order, the Debtors will file with the Court and serve on each Counterparty to a Contract that may be assumed in connection with any Sale an Assumption and Assignment Notice. The Cure Objection Deadline is Dec. 28, 2022, at 4:00 p.m. (ET). The Debtors request that the Court authorizes the sale of the Assets free and clear of any liens, claims, interests and encumbrances. Pursuant to Bankruptcy Rules 6004(h) and 6006(d), the Debtors seek a waiver of any stay of the effectiveness of the Bidding Procedures Order, any Sale Order, any Stalking Horse Order, any order authorizing the assumption or assumption and assignment of a Contract in connection with a Sale, and any other order entered by this Court in connection with the Sale A copy of the Bidding Procedures is available at https://tinyurl.com/262pc9m4 from PacerMonitor.com free of charge. About Taronis Fuels Taronis Fuels, Inc. manufactures and distributes industrial, medical, specialty and beverage gases and associated welding and safety supplies. Currently, the Debtors operate 15 retail locations, three gas fill plants, and have approximately 92 employees, serving retail customers in four states. The Debtors supply their customers with products ranging from bulk quantities of cryogenic gases to individual packaged cylinders. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.D. Del. Case No. 22-11121) on November 11, 2022. In the petition signed by R. Jered Ruyle, chief executive officer, the Debtor disclosed $10 million to $50 million in estimated assets and $10 million to $50 million in estimated liabilities. The Debtor tapped Potter Anderson & Corroon LLP as general bankruptcy counsel, Aurora Management Partners, Inc. as restructuring advisor, and Donlin Recano & Company Inc. as Debtor's claims & noticing and administrative agent. TERESITA AVILA ALBA: BAMA Offers $860K for Los Angeles Property --------------------------------------------------------------- Teresita Avila Alba asks the U.S. Bankruptcy Court for the Central District of California to approve the proposed sale of the real property commonly known as 5050 Shearin Ave., in Los Angeles, California 90041, to BAMA Holdings LLC for $860,000, pursuant to the Residential Purchase Agreement, subject to overbid. A hearing on the Motion is set for Dec. 15, 2022, at 2:00 p.m. The Property is owned by both the Debtor and her son, Victor. It is held by the Debtor, as Trustee of the Teresita A. Alba Trust dated Nov. 1, 2016, and her son, Victor, as tenants in common. The Property is located in the city of Los Angeles in the area commonly known as Eagle Rock. The current structure of the Property is a triplex, and the plot size is approximately 6,650 square feet. The Property is occupied by one tenant who occupies the unit commonly known as the 5052 Unit. The Debtor has also been made aware that this tenant is also currently using another unit of the Property as "storage" without the permission of the Debtor and in violation of the lease agreement between the Debtor and tenant. The Debtor has determined it is the best interest of her bankruptcy estate to sell the Property to the proposed Buyer. The Property is a triplex, but does not currently generate rental income to maintain the Property or for the benefit of the Estate. It requires extensive repairs and is currently in the City of Los Angeles' Rental Escrow Account Program ("REAP") due to its conditions. T he Debtor does not have the funds to repair or redevelop the Property and the Property is currently a drain to the Estate. As a result, she has determined it is in the best interest of the Estate to sell the Property to the proposed Buyer in accordance with the Purchase Agreement, which represents the best offer received. Based on a review of the Debtor's schedules, proofs of claim filed in her Bankruptcy Case, and a preliminary title report, the only known liens and encumbrances against the Property: 1. General and special city and county taxes in the estimated amount of $3,472.24 including any personal property taxes and any assessments collected with taxes, for the fiscal year 2022 - 2023. 2. Unpaid property taxes owed to the Los Angeles County Tax Collector in the estimated amount of $29,802.75. 3. A deed of trust in favor of Far West Savings and Loan Association securing a note in the amount of $63,000 naming Deborah J. Snyder as trustor recorded on Dec. 29, 1982. This is an ancient deed of trust and is not an obligation of the Debtor or of Victor. The Debtor expects that it will not be listed as an exclusion on any policy of title insurance. 4. The Mehdiani Deed of Trust recorded on Feb. 15, 2018 securing a note in the amount of approximately $1,239,105. This amount is comprised of a principal debt of $600,000, default interest charges in the sum of $456,000, penalties and other charges in the sum of $28,105 and attorneys’ fees in the sum of $155,000. As explained in detail below, the Debtor disputes the validity and enforceability of the Mehdiani Deed of Trust and Note and disputes the amounts comprising of default interest, penalties and charges, and attorneys' fees. 5. A Notice of Building(s), Structure(s), or Premises Placed into the Ren Escrow Account Program ("REAP") recorded on Dec. 19, 2019. The Buyer is aware of the REAP notice and is purchasing the Property subject to the REAP notice. 6. An Abstract of judgment recorded on July 13, 2022 in favor of Mesisca Riley & Kreitenberg LLP in the amount of $110,059.93. MRK's judicial lien is void. he Debtor estimates that the breakdown of the net sale proceeds, with 4% broker's commission, undisputed Property Liens, fees, and anticipated costs of sale, as follows: a. Commission to the Debtor's Broker, Wealth Realty (4%) - $34,400 b. Costs of Sale (Estimated 2% of Sale Price) - $17,200 c. General and special city and county taxes - $3,472.24 d. Los Angeles County Tax Collector - $29,802.75 e. Alex Mehdiani Deed of Trust (Disputed) - $0 f. Mesisca Riley & Kreitenberg LLP Judicial Lien (Void) - $0 The estimated net sale proceeds is $775,125.01. On Nov. 1, 2022, the Debtor employed Wealth Realty as her Boker. With the aid of the Broker, the Debtor has marketed the Property for sale, and the Buyer's offer is the best offer she has received to date. The Debtor requests that the Court approve the following procedures for overbids: 1. Any party wishing to present an overbid must deliver the following to the Debtor at least three days prior to the commencement of the hearing on this Sale Motion: (a) a deposit in the form of a cashier’s check in the amount of $43,500 Payable to "Teresita Avila Alba, Debtor and Debtor In Possession"; (b) a written offer on the form attached as Exhibit 3 to the Declaration of Crystle Lindsey, without any changes or conditions; and (c) provide proof of ability to close acceptable in the sole discretion of the Debtor. 2. The initial overbid must be no less than $870,000, representing $10,000 over the Proposed Sale Price. 3. If qualified overbids are received and accepted by the Debtor, an auction will be held at and during the Sale Hearing. The Debtor proposes that each overbid to be made during the Hearing be at least $5,000 more than the then-highest overbid. 4. The closing will take place as soon as practicable after the date of entry of the Court's order approving the sale, but no later than the first business day which is more than 14 calendar days following the date of entry of the Sale Order. 5. If a qualified overbidder is not the Successful Bidder or the Back-Up Bidder, the overbidder's deposit will be returned to the overbidder within 10 days after the date of the Hearing. If the sale to the Successful Bidder closes, the Back-Up Bidder's deposit will be returned to the Back-Up Bidder within 10 days from the date of closing. 6. Pursuant to the listing agreement for the Property, the aggregate commission to be paid by the Debtor is as follows: 2% to Successful Bidder's broker, if any, and the other 3% to the Debtor's Broker. If the Successful Bidder does not have a broker, then the Broker would be entitled to a total commission of 4%. The sale will be free and clear of all liens, claims and interests and to provide that the disputed Mehdiani Lien secured by the Mehdiani Deed of Trust will attach to like amounts of the net sale proceeds. The Debtor respectfully requests a waiver of the 14-day stay of the effect of the sale order. It would be beneficial to the estate and all creditors to complete the sale at the earliest possible time. The Debtor prays that the Court enter such relief pursuant to FRBP 6004(h) to ensure an expeditious closing. A copy of the Purchase Agreement is available at https://tinyurl.com/2mt3mmnh from PacerMonitor.com free of charge. The bankruptcy case is In re: Teresita Avila Alba Case No.: 1:22-bk-11183-VK (Bankr. C.D. Cal.). THREE STAR: $10.5K Private Sale of 1997 M&W Trailer Approved ------------------------------------------------------------ Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the Eastern District of North Carolina, Greenville Division, authorized Three Star Trucking, LLC's private sale of its 1997 M&W Trailer, VIN 1M9L15925VA024790, to Wilson Trailer Sales & Service, Inc. for $10,500. The Sale is free and clear of all liens, claims, encumbrances, rights and interests. The liens and interests of the creditors named in the Motion will be attached to the proceeds of the sale. The net proceeds will be paid to the holders of valid liens and security interests, in accordance with their respective priority. The Purchaser of the Property does not assume, have any liability for, or in any manner be responsible for any liabilities or obligations of the Debtor, whether in rem claims or in personam claims. The 14-day stay applicable to orders authorizing the sale of the Property pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived. About Three Star Trucking, LLC Three Star Trucking, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02512-5-JNC) on November 2, 2022. In the petition signed by Charles L. Stokes, Jr, manager, the Debtor disclosed up to $500,000 in both assets and liabilities. George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek, PLLC, is the Debtor's legal counsel. TRAVEL + LEISURE: S&P Rates New Senior Secured Term Loan B 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' rating and '4' recovery rating to Travel + Leisure Co.'s (T+L's; BB-/Stable/--) proposed incremental senior secured term loan B due 2029. The '4' recovery rating reflects its expectation for average (30%-50%; rounded estimate: 45%) recovery for lenders in the event of a default. S&P assumes $300 million of issuance proceeds in its recovery analysis below. T+L plans to use the proceeds, a partial revolver draw, and cash balances to repay all of the $400 million 3.90% secured notes due March 2023. S&P views this transaction to be about leverage-neutral and in line with our published base-case forecast on T+L. Issue Ratings--Recovery Analysis Key analytical factors -- T+L's $1.6 billion senior secured credit facility consists of a revolver with $1 billion capacity, the $300 million term loan due 2025 that has $287 million outstanding, and the proposed $300 million incremental term loan due 2029. S&P's 'BB-' rating and '4' recovery rating on this facility reflect its expectation for average (30%-50%; rounded estimate: 45%) recovery for lenders in the event of a default. -- S&P said, "Our simulated default scenario contemplates a payment default in 2026, reflecting the loss of key exclusivity contracts in the exchange business with timeshare operators and management contracts with homeowner associations, an overall decline in the popularity of timeshares as a vacation alternative, a severe economic downturn and tightening of consumer credit markets, and illiquidity in the financial markets for timeshare securitizations and conduit facilities. We assume a reorganization following default, using an emergence EBITDA multiple of 6.5x to value the company." -- S&P incorporates its standard assumption that the revolver is 85% drawn for the purposes of its hypothetical default scenario and this recovery analysis. Simulated default assumptions -- Emergence EBITDA: $329 million -- EBITDA multiple: 6.5x -- Revolving corporate credit facility: 85% drawn at default Simplified waterfall -- Emergence EBITDA: $329 million -- EBITDA multiple: 6.5x -- Gross recovery value: $2.14 billion -- Net recovery value for waterfall after 5% administrative expenses: $2.03 billion -- Obligor/non-obligor valuation split: 100%/0% -- Total value available for senior secured debt: $2.03 billion -- Estimated senior secured debt claim: $4.21 billion -- Recovery expectation: 30%-50% (rounded estimate: 45%) Note: All debt amounts include six months of prepetition interest. TWITTER INC: S&P Withdraws 'B-' Long-Term Issuer Credit Rating -------------------------------------------------------------- S&P Global Ratings withdrew its 'B-' long-term issuer credit rating on Twitter Inc. due to a lack of sufficient information to maintain the rating. S&P also withdrew its 'B-' issue-level rating on the company's senior unsecured debt. The ratings were on CreditWatch with developing implications at the time of the withdrawal. VENTURA HEIGHTS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Ventura Heights, LLC dba Raintree; dba Ventura Heights Apartments 330 Madeline Lane Burleson, TX 76028 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 5, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-42948 Judge: Hon. Mark X. Mullin Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bo Fontana as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/75PFDEI/Ventura_Heights_LLC__txnbke-22-42948__0001.0.pdf?mcid=tGE4TAMA VERNER D. NELSON: Sale of Excess Personal Property Approved ----------------------------------------------------------- Judge Thad J. Collins of the U.S. Bankruptcy Court for the Northern District of Iowa authorized Verner D. Nelson and Donna L. Nelson to sell their excess personal property, much of which has been stored at their various real properties using Turning Point Estate Sales. The personal property they wish to liquidate includes: wicker furniture, china, collectibles, antiques, furniture, primitives, trunks, bathtubs, a butcher block table, light fixtures, appliances, vintage clothing, windows, children's toys, glassware, an antique stove, old and new books, lamps, old tools, a dentist chair, a doctor's patient table, dressers, beds, Christmas decor, miscellaneous holiday decor, pictures, and shelves. The Debtors are authorized to sell personal property according to the terms outlined in the Motion to Sell. The hearing scheduled for Nov. 23, 2022, at 11:00 a.m. is cancelled. Verner D. Nelson and Donna L. Nelson sought Chapter 11 protection (Bankr. N.D. Iowa Case No. 21-00759) on Aug. 18, 2021. The Debtors tapped Austin Peiffer, Esq., as counsel. VESTA HOLDINGS: $37.875MM DIP Loans Win Final OK ------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Vesta Holdings, LLC and its debtor-affiliates to use cash collateral and obtain postpetition financing, on a final basis. Vesta Holdings sought to obtain a $37.875 million in principal amount (exclusive of capitalized DIP Fees) of senior secured superpriority debtor-in-possession term loan facility consisting of: a. a $12.625 million "new money" multi-draw term loan facility, of which (A) an initial amount of $4.5 million will be made available upon entry of the Interim Order and satisfaction of the other applicable conditions to any Interim DIP Loan and (B) an additional amount of $8.125 million will be made available upon entry of the Final Order, to the extent provided therein, and satisfaction of the other applicable conditions to any Delayed Draw DIP loans; plus b. a roll-up of (A) upon entry of the Interim Order, up to $9 million of Prepetition Term Loans held by Prepetition Lenders as of the date of such roll-up in connection with the Interim DIP Amount, and (B) upon entry of the Final Order, up to $16,250 million of Prepetition Term Loans held by Prepetition Lenders as of the date of such roll-up in connection with the Delayed Draw DIP Amount, on a cashless basis into DIP Loans, and which prepetition Term Loans will be deemed converted into and exchanged for such Roll-Up Loans on the terms and conditions set forth in the DIP Term Sheet; to be made available to the Debtors immediately upon entry of the Final Order and be funded by, Colbeck Strategic Lending Offshore Mini-Master AIV, L.P. and Colbeck Strategic Lending II Master, L.P., and CION Investment Corporation and 34th Street Funding, LLC, in their capacities as postpetition financing lenders pursuant to the terms and conditions set forth in the DIP Term Sheet and all agreements, documents, and instruments delivered or executed in connection with the DIP Term Sheet to the Debtors, Alter Domus (US) LLC, as prepetition administrative and collateral agent, and at least 50% of the DIP Lenders, in their sole discretion. Pursuant to the Financing Agreement, dated September 1, 2020, as amended by the First Amendment to Financing Agreement, dated February 25, 2021 and the Second Amendment to Financing Agreement, dated September 13, 2022, among Vesta Holdings, LLC;, Burtonvic Capital, LLC;, the other Debtors party thereto, the financial institutions party thereto from time to time as lenders, Alter Domus (US) LLC;, as administrative agent and collateral agent and CB Agent Services LLC (Origination Agent), the Prepetition Lenders provided multi-draw secured term loans to the Debtors. As of Petition Date, the Debtors were indebted to the Prepetition Secured Parties in the aggregate amount of not less than $125.645 million of principal and accrued interest. The Debtors require the use of cash collateral to, among other things: (a) pay ongoing costs of operations; (b) pay the costs of administration of the Chapter 11 Cases; (c) make adequate protection payments; and (d) satisfy other working capital and general corporate purposes of the Debtors until the closing of any sales pursuant to the Sale Order and wind-down of the chapter 11 cases. The Debtors are permitted to borrow up to an aggregate principal amount of $37.875 million of DIP Loans -- including the $12.625 million of New Money Loans and $25.250 million of Roll-Up Loans plus interest, fees indemnities and other expenses and other amounts provided for in the DIP Term Sheet -- subject to any limitations on availability or borrowing under the DIP Term Sheet and the DIP Facility Documents. As adequate protection for the Debtor's use of cash collateral, the Prepetition Secured Parties are granted additional and replacement valid, binding, enforceable, non-avoidable, effective and automatically perfected additional and replacement liens on, and security interest in the DIP Collateral, without the necessity of the execution by the Debtors (or recordation or other filing) of security agreements, control agreements, pledge agreements, financing statements, mortgages, or other similar documents. As further adequate protection, and to the extent provided by Bankruptcy Code sections 503(b) and 507(b), an allowed Administrative Expense Claim in the Chapter 11 Cases of each of the Debtors to the extent of any postpetition Diminution in Value. If the DIP Obligations have not been indefeasibly paid in full in cash or satisfied, the DIP Obligations will accelerate and become due and payable in full and the DIP Commitments and use of cash collateral will terminate, in each case, without further notice or action by the Court following the earliest to occur of any of: i. The occurrence and continuation of any Event of Default, which Events of Default are explicitly incorporated by reference into the Final Order; ii. The Debtors' failure to comply with any provision of the Interim Order, provided that with respect to a failure to comply with any provision other than a failure to make any payments as and when due under the Interim Order, the Debtors will be entitled to two business days' written notice and an opportunity to cure, (provided that the failure is not the result of any action or inaction of the DIP Lenders); iii. The occurrence of the Maturity Date; iv. The entry of an order authorizing the use of cash collateral of the DIP Lenders on a non-consensual basis or financing under Bankruptcy Code section 364 that is pari passu or senior to the DIP Loans or the Prepetition Term Loans or the filing by the Debtors of a motion seeking such authority; v. Except as contemplated by the 363 Sale, the Stalking Horse Agreement, or the Sale Order, unless otherwise agreed to in writing by the Required DIP Lenders in their sole discretion, the consummation of a sale or disposition of any material assets of the Debtors other than a sale or disposition in the ordinary course of business; vi. the entry of an order authorizing the use of cash collateral of the DIP Lenders on a non-consensual basis or financing under Bankruptcy Code section 364 that is pari passu or senior to the DIP Loans or the Prepetition Term Loans or the filing by the Debtors of a motion seeking such authority; v. the Stalking Horse Agreement, or the Sale Order, unless otherwise agreed to in writing by the Required DIP Lenders in their sole discretion, the consummation of a sale or disposition of any material assets of the Debtors other than a sale or disposition in the ordinary course of business; vi. The termination of the Stalking Horse Agreement (other than as a result of Section 1l.l(c)(vi) or Sections 11.1 (d)(i)-(ii)) or the Debtor's material breach of, or failure to perform, any of their agreements, covenants, representations or warranties contained in the Sale Order, without the prior written consent of the Required DIP Lenders in their sole discretion; and vii. The entry of an order reversing, amending, staying, vacating, terminating or otherwise modifying in any manner the Sale Order, without the prior written consent of the Required DIP Lenders in their sole discretion. A copy of the order is available at https://bit.ly/3P0JYnz from PacerMonitor.com. About Vesta Holdings, LLC 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. The Debtors 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, 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. Colbeck Strategic Lending Offshore Mini-Master AIV, L.P. and Colbeck Strategic Lending II Master, L.P., and CION Investment Corporation and 34th Street Funding, LLC, as DIP Lenders, are represented by Akin Gump Strauss Hauer and Feld LLP and Blank Rome LLP. VESTA HOLDINGS: Gets OK to Hire 'Ordinary Course' Professionals --------------------------------------------------------------- Vesta Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ and compensate professionals utilized in the ordinary course of business. The "ordinary course" professionals include: Reed Law Offices plc Legal services Monthly Fee Cap: $40,000 Miller Johnson Attorneys and Counselors Tax legal services Monthly Fee Cap: $5,000 Gozdecki, Del Giudice, Americus, Farkas & Brocato LLP Legal services Monthly Fee Cap: $3,000 Dunlap SLK Accounting services Monthly Fee Cap: $5,000 Lisa Miller & Associates Business and Regulatory Consulting services Monthly Fee Cap: $5,000 Akerman LLP Legal services Monthly Fee Cap: $10,000 Danenza Law Group Legal services Monthly Fee Cap: $2,000 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 its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11019) on Oct. 30, 2022. In the petitions signed by their chief financial officer, Michael Hines, the Debtors disclosed between $100 million and $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Ropes and Grapy, LLP and Potter Anderson & Corroon, LLP as bankruptcy counsels; Province, LLC as financial advisor; and Omni Agent Solutions, Inc. as claims, noticing and administrative agent. Colbeck Strategic Lending Offshore Mini-Master AIV, L.P., Colbeck Strategic Lending II Master, L.P., CION Investment Corporation and 34th Street Funding, LLC, as DIP Lenders, are represented by Akin Gump Strauss Hauer and Feld, LLP and Blank Rome, LLP. VESTA HOLDINGS: Gets OK to Hire Province LLC as Financial Advisor ----------------------------------------------------------------- Vesta Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Province, LLC as their financial advisor. The firm's services include: a. analyzing the debtor-in-possession budget, assets and liabilities, and overall financial condition; b. reviewing financial and operational information furnished by the Debtors; c. monitoring the sale process, reviewing bidding procedures, stalking horse bids and asset purchase agreements, interfacing with the Debtors' professionals, and advising the Debtors regarding the process; d. scrutinizing the economic terms of various agreements, including, but not limited to, the Debtors' management incentives and various professional retentions; e. analyzing the Debtors' proposed business plans and developing alternative scenarios, if necessary; f. assessing the Debtors' various pleadings and proposed treatment of unsecured claims therefrom; g. preparing, or reviewing as applicable, avoidance action and claim analyses; h. advising the Debtors on the current state of their Chapter 11 cases; i. advising the Debtors in negotiations with the unsecured creditors' committee and third parties as necessary; j. if necessary, participating as a witness in hearings before the court with respect to matters upon which Province has provided advice; and k. other activities approved by the Debtors and their legal counsel, and agreed to by Province. The firm will bill a flat monthly fee in the amount of $175,000. David Dunn, principal at Province, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Dunn Province, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Telephone: (702) 685-5555 Email: ddunn@provincefirm.com 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 its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11019) on Oct. 30, 2022. In the petitions signed by their chief financial officer, Michael Hines, the Debtors disclosed between $100 million and $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Ropes and Grapy, LLP and Potter Anderson & Corroon, LLP as bankruptcy counsels; Province, LLC as financial advisor; and Omni Agent Solutions, Inc. as claims, noticing and administrative agent. Colbeck Strategic Lending Offshore Mini-Master AIV, L.P., Colbeck Strategic Lending II Master, L.P., CION Investment Corporation and 34th Street Funding, LLC, as DIP Lenders, are represented by Akin Gump Strauss Hauer and Feld, LLP and Blank Rome, LLP. VESTA HOLDINGS: Gets OK to Hire Ropes & Gray as Bankruptcy Counsel ------------------------------------------------------------------ Vesta Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Ropes & Gray, LLP as their legal counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties in the continued management and operation of their business and properties; b. advising and consulting on the conduct of the Debtors' Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; c. taking any necessary action on behalf of the Debtors to negotiate, draft and obtain approval of a stalking horse asset purchase agreement and all documents related thereto; d. advising and consulting on the Debtors' post-petition sale process to be carried out during the course of the bankruptcy cases; e. taking any necessary action on behalf of the Debtors to negotiate, draft and obtain approval of a Chapter 11 plan and all documents related thereto; f. representing the Debtors in connection with obtaining authority to use cash collateral and post-petition financing; g. attending meetings and negotiating with representatives of creditors and other concerned parties; h. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors' interests in negotiations concerning litigations in which the Debtors are involved, including objections to the claims filed against the estates; i. preparing pleadings; j. appearing before the bankruptcy court and any appellate courts; and k. other necessary legal services. The firm will charge these hourly fees: Partners $1,400 to $2,150 per hour Counsel $770 to $2,130 per hour Associates $700 to $1,270 per hour Paralegals $260 to $595 per hour The Debtors initially provided Ropes & Gray with a $200,000 advance payment retainer, which amount was increased prior to the filing. Mark Somerstein, Esq., a partner at Ropes & Gray, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Somerstein disclosed the following: -- Ropes & Gray has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. -- None of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case. -- Ropes & Gray was engaged as the Debtors' restructuring counsel on Aug. 8, 2022. At the time of execution of the engagement agreement until the petition date, Ropes & Gray charged the Debtors its standard rates in effect at the time. -- The Debtor has approved the budget and staffing plan for Ropes & Gray covering the period from the petition date through Dec. 31, 2022. The firm can be reached through: Mark R. Somerstein, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Telephone: (617) 951-7474 Email: Mark.Somerstein@ropesgray.com 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 its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11019) on Oct. 30, 2022. In the petitions signed by their chief financial officer, Michael Hines, the Debtors disclosed between $100 million and $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Ropes and Grapy, LLP and Potter Anderson & Corroon, LLP as bankruptcy counsels; Province, LLC as financial advisor; and Omni Agent Solutions, Inc. as claims, noticing and administrative agent. Colbeck Strategic Lending Offshore Mini-Master AIV, L.P., Colbeck Strategic Lending II Master, L.P., CION Investment Corporation and 34th Street Funding, LLC, as DIP Lenders, are represented by Akin Gump Strauss Hauer and Feld, LLP and Blank Rome, LLP. VESTA HOLDINGS: Seeks to Hire Potter Anderson as Co-Counsel ----------------------------------------------------------- Vesta Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Potter Anderson & Corroon, LLP as co-counsel with Ropes & Gray, LLP. The firm's services include: a. representing the Debtors in any strategic sale transactions or foreclosure proceedings; b. preparing legal papers; c. advising the Debtors of their rights, powers, and duties under Chapter 11 of the Bankruptcy Code; d. taking action to protect and preserve the Debtors' estate, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced against the Debtors in the Chapter 11 cases, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors; e. preparing the Debtors' disclosure statement and any related documents and pleadings necessary to solicit votes on the Debtors' plan of reorganization or liquidation; g. prosecuting the proposed plan and seeking approval of all transactions contemplated therein and any amendments thereto; h. appearing in court; i. advising the Debtors on matters in which Ropes & Gray has conflicts; j. providing additional support to Ropes & Gray, as requested; and k. other necessary legal services. The firm will charge these hourly fees: Partner $950 per hour Counsel $705 per hour Associates $440 - $495 per hour Paraprofessionals $330 - $350 per hour Jeremy Ryan, Esq., a partner at Potter Anderson & Corroon, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Ryan disclosed the following: -- Potter Anderson & Corroon has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. -- None of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case. -- Potter Anderson & Corroon has only represented the Debtors in connection with this matter. The billing rates and material terms of the representation prior to the petition date are the same as the rates and terms proposed by the Debtors. -- The Debtors and Potter Anderson & Corroon expect to develop a prospective budget and staffing plan for the firm's engagement for the post-petition period as appropriate. The firm can be reached through: Jeremy W. Ryan, Esq. Potter Anderson & Corroon, LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Telephone: (302) 984-6108 Facsimile: (302) 658-1192 Email: jryan@potteranderson.com 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 its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11019) on Oct. 30, 2022. In the petitions signed by their chief financial officer, Michael Hines, the Debtors disclosed between $100 million and $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Ropes and Grapy, LLP and Potter Anderson & Corroon, LLP as bankruptcy counsels; Province, LLC as financial advisor; and Omni Agent Solutions, Inc. as claims, noticing and administrative agent. Colbeck Strategic Lending Offshore Mini-Master AIV, L.P., Colbeck Strategic Lending II Master, L.P., CION Investment Corporation and 34th Street Funding, LLC, as DIP Lenders, are represented by Akin Gump Strauss Hauer and Feld, LLP and Blank Rome, LLP. VESTA HOLDINGS: Taps Omni Agent Solutions as Administrative Agent ----------------------------------------------------------------- Vesta Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Omni Agent Solutions, Inc. as their administrative agent. The Debtors require an administrative agent to: a. assist with, among other things, solicitation, balloting, and tabulation of votes, prepare any related reports in support of confirmation of a Chapter 11 plan, and process requests for documents; b. handle requests for documents; c. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; d. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs, and gather data in conjunction therewith; e. provide a confidential data room, if requested by the Debtors; f. manage and coordinate any distributions pursuant to a Chapter 11 plan if designated as distribution agent under such plan; and g. provide other solicitation, balloting and other administrative services. Omni received a retainer in the amount of $50,000. Paul Deutch, executive vice president of Omni Agent Solutions, 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: Paul H. Deutch Omni Agent Solutions 5955 De Soto Avenue Suite 100 Woodland Hills, CA 91367 Tel: (818) 906-8300 Fax: 818-783-2737 Email: lacontact@omniagnt.com 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 its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11019) on Oct. 30, 2022. In the petitions signed by their chief financial officer, Michael Hines, the Debtors disclosed between $100 million and $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Ropes and Grapy, LLP and Potter Anderson & Corroon, LLP as bankruptcy counsels; Province, LLC as financial advisor; and Omni Agent Solutions, Inc. as claims, noticing and administrative agent. Colbeck Strategic Lending Offshore Mini-Master AIV, L.P., Colbeck Strategic Lending II Master, L.P., CION Investment Corporation and 34th Street Funding, LLC, as DIP Lenders, are represented by Akin Gump Strauss Hauer and Feld, LLP and Blank Rome, LLP. VITAL PHARMACEUTICALS: Seeks Approval of Sale of Excess Vehicles ---------------------------------------------------------------- Vital Pharmaceuticals, Inc., and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Florida to enter an order: (i) ratifying the sales of the Pre-Petition Purchased Vehicles, authorizing the Debtors to pay off the pre-petition liens and transmitting title to the Pre-Petition Purchased Vehicles to the Pre-Petition Purchasers; (ii) approve the sales of the Post-Petition Purchased Vehicles, authorizing the Debtors to pay off the liens with respect to the Post-Petition Purchased Vehicles, and transmitting title to the Post-Petition Purchasers; and (iii) authorizing the sale of the Post-Petition Remaining Vehicles, authorizing the Debtors to pay off the pre-petition liens, if any, on the Post-Petition Remaining Vehicles, and authorizing the Debtors to transmit title to the proposed purchasers of those Post-Petition Remaining Vehicles. The Debtors have been reviewing their fleet of vehicles with the aim of reducing expenses and generating liquidity through a sale of their under-utilized vehicles. In conjunction with the Debtors' development of a third-party distribution system, certain of the Debtors' vehicles, which generally consist of medium duty box trucks and sprinter vans ("Vehicles"), are no longer necessary due to changes to the Debtors' third-party distribution system. Between Sept. 16, 2022 and Oct. 7, 2022, 21 Vehicles (collectively, the "Pre-Petition Purchased Vehicles") were purchased by certain of the Debtors' distributors (collectively, the "Pre-Petition Purchasers"). The Pre-Petition Purchasers paid the Debtors in full for the Pre-Petition Purchased Vehicles prior to the commencement of these cases. The Debtors delivered the Pre-Petition Purchased Vehicles to the various Pre-Petition Purchasers prior to the Petition Date, however, due to the timing of the bankruptcy filing, the Debtors were unable to pay off liens and deliver title to the Pre-Petition Purchased Vehicles prior to the Petition Date. The Debtors will net significant amounts after the liens are paid on the Pre-Petition Purchased Vehicles. A list of the Pre-Petition Purchased Vehicles reflecting (i) a description of each VIN number, (ii) the name of the Pre-Petition Purchaser of each Pre-Petition Purchased Vehicle, (iii) the date each Pre-Petition Purchased Vehicle was sold, and (iv) the name of each lien holder, if applicable, is attached to the Motion as Exhibit A. In addition, between Oct. 11, 2022 and Oct. 13, 2022, eight Vehicles (collectively, the "Post-Petition Purchased Vehicles") were purchased by certain of the Debtors' distributors following the Petition Date (collectively, the "Post-Petition Purchasers"), but were similarly not delivered to the Post-Petition Purchasers with clean title at the time of the purchase. The Post-Petition Purchasers purchased and paid the Debtors in full for the Post-Petition Purchased Vehicles after the commencement of these cases. The Debtors will similarly net worthwhile amounts after the liens are paid on these Post-Petition Purchased Vehicles. A list of the Post-Petition Purchased Vehicles, reflecting (i) a description of each VIN number, (ii) the name of the Pre-Petition Purchaser of each Pre-Petition Purchased Vehicle, (iii) the date each Pre-Petition Purchased Vehicle was sold, and (iv) the name of each lien holder, if applicable, is attached to the Motion as Exhibit B. With respect to the Debtors' remaining Vehicles (collectively, the "Post-Petition Remaining Vehicles"), the Debtors are in the process of rationalizing their remaining fleet and have received proposals to purchase, or are in the process of marketing the sale of certain of, those Vehicles by certain of their distributors, which the Debtors would like to consummate. Specifically, the Debtors have reached agreements regarding the sale of 23 of the Post-Petition Remaining Vehicles and, as they continue to rationalize their fleet, intend to market and sell certain of the remaining Post-Petition Remaining Vehicles in the exercise of their business judgment. Regarding the remaining Post-Petition Remaining Vehicles, to the extent the each proposed sale of the Post-Petition Remaining Vehicles is greater than the amount of any lien(s) on those Vehicles, the Debtors request authorization to consummate the sales and pay-off any lien, if applicable, without further court approval. A list of the Post-Petition Remaining Vehicles currently marketed by the Debtors, including (i) each VIN number, (ii) the name of the potential purchaser, if known, of each Post-Petition Remaining Vehicle, and (iii) the name of each lien holder, if applicable, is attached to the Motion as Exhibit C. The Debtors submit that the sale and ratification of the sale of the Vehicles is well within their business judgment. The Committee consents to the relief requested. A copy of Exhibits A,B, and C is available at https://tinyurl.com/26u9r4xs from PacerMonitor.com free of charge. About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Latham & Watkins, LLP as general bankruptcy counsel; Berger Singerman, LLP as local counsel; Huron Consulting Group, Inc. as CTO services provider; and Rothschild & Co US, Inc. as investment banker. Stretto, Inc. is the notice, claims and solicitation agent. VPH PHARMACY: Summary Disposition in FisherBroyles Suit Affirmed ---------------------------------------------------------------- In the appealed case DEVEN PATEL, Plaintiff-Appellant, and SHABHANA PATEL, Plaintiff, v. FISHERBROYLES, LLP, ANTHONY CALAMUNCI, FRANK & FRANK, PLLC, JEROME FRANK, and MATTHEW FRANK, Defendants-Appellees, Case No. 357092, (Mich. Ct. App.), the Michigan Court of Appeals affirms the trial court's order granting summary disposition in favor of defendants FisherBroyles, LLP, Anthony Calamunci, Frank & Frank, PLLC, Jerome Frank, and Matthew Frank. This case arises out of complex legal proceedings involving Deven Patel, his family members, and their various businesses. Relevant to this case is Deven's ownership of VPH Pharmacy, Inc. In 2009, Vincent Howard (the founder and original owner of VPH) and Deven entered an agreement giving Deven the option to purchase all of VPH's outstanding Class A common stock. Deven exercised his rights under the option agreement in 2010. Deven agreed under the promissory note to make monthly payments to Howard for the purchase of VPH, with the entire unpaid balance due on Sept. 1, 2015. The purpose of the security agreement was "to extend credit to Deven" for the purchase of VPH. In exchange, Deven granted a security interest in certain collateral of VPH as security for payment of the note. The pledge agreement was between Shabhana Patel (Deven's mother-in-law), and Howard. It granted Howard a security interest in VPH's shares of stock. For the most part, Deven timely paid the monthly payments under the promissory note. But one day before the final balloon payment was due, Anthony Calamunci -- an attorney and employee of FisherBroyles -- filed a complaint on behalf of Deven and VPH against Howard. Jerome Frank and Matthew Frank, attorneys with the Frank & Frank, PLLC appeared as co-counsel for Deven and VPH. Howard filed a counterclaim alleging, among other things, breach of contract, common-law conversion, and statutory conversion. The trial court dismissed the claims against Howard after Deven demonstrated a pattern of delays and failure to comply with orders regarding discovery and production of documents. Soon after, Howard moved for partial summary disposition with respect to his claims of breach of contract, common-law conversion, and statutory conversion. The trial court entered a scheduling order for a response, but Deven and VPH failed to file a timely response and did not appear at oral argument. Consequently, the trial court concluded that Howard was entitled to summary disposition because Deven and VPH failed to present any evidence contradicting these counterclaims. The trial court later entered a judgment in Howard's favor for $1.28 million. Deven then filed this lawsuit alleging legal malpractice and other claims against FisherBroyles and the Frank defendants, asserting that their failure to respond to Howard's motion for partial summary disposition or attend the hearing were the direct and proximate causes of the seven-figure judgment in the underlying case. The FisherBroyles defendants moved for summary disposition primarily because Deven could not prove that their actions were the proximate cause of the adverse judgment. The Frank defendants also moved for summary disposition, on the basis that they had no duty to respond to the motion because their representation was limited to negotiating a settlement -- not to litigating the underlying case. The trial court granted the motions for summary disposition. As to the Frank defendants, the trial court opined that it was "not a close case," because the evidence demonstrated that Deven understood the Frank defendants' only involvement in the case was to negotiate a settlement. Regarding the FisherBroyles defendants, the trial court specifically addressed Howard's breach-of-contract claim. The trial court reasoned that the judgment in the underlying case would have been entered regardless of the Defendants' actions. Therefore, Deven was unable to prove the FisherBroyles defendants were the proximate cause of the adverse judgment. This appeal followed. Deven first argues that the trial court erred by concluding that the Frank defendants did not owe him a duty to respond to Howard's motion for partial summary disposition. The Court disagrees with Deven's reasoning that the Frank defendants filed a general appearance and were therefore not at liberty to ignore a critical motion in the litigation. The parties agree that the Frank defendants' role was primarily to negotiate. The Court holds that where an attorney and a client expressly limit terms of the attorney's representation, the duty imposed on the attorney for purposes of a legal malpractice action is limited to the agreed-upon scope of representation. Thus, the Franks defendants had no duty to respond to Howard's partial motion for summary disposition because the motion was unrelated to settlement negotiations and outside the scope of their representation. The Court concludes that the trial court did not err when it determined that the Frank defendants could not be held liable for failing to respond to Howard's motion for partial summary disposition. Deven next argues that the trial court erroneously applied the case-within-a-case doctrine. In Deven's view, the trial court erred by granting summary disposition despite the clear language of the transactional documents. Relevant to this issue is Paragraph 4 of the promissory note. In plain language, Paragraph 4 applies in the event of a default by Deven, the borrower, and identifies two conditions that must be satisfied in order for Deven to "have no personal liability under this Note." The release of personal liability under Paragraph 4 was conditioned on two requirements: if Deven (1) caused VPH Pharmacy, Inc. "to voluntarily surrender its collateral under the Security Agreement" and (2) "comply with his obligations under the Pledge Agreement. . ." Deven seems to believe that all he had to do to take advantage of Paragraph 4 was affirmatively tender the "keys" -- that is, the security agreement collateral (VPH's accounts and inventory) and the pledge agreement collateral (the stock certificate) -- to Howard. However, Deven failed to comply with his obligations under the pledge agreement. Howard testified that this requirement was not fulfilled because no stock certificates were ever delivered. Deven, on the other hand, thought the stock certificate was delivered to Howard when they executed the pledge agreement. The actual stock certificates were never produced to clarify whose recollection was accurate. In fact, FisherBroyles defendants served discovery requests asking Deven to admit that the stock certificates were not delivered to Howard by Shabhana or any subsequent shareholder, including Deven. However, Deven did not respond to the request for admission, thereby resulting in those matters having been deemed admitted by operation of MCR 2.312(B)(1). This admission conclusively established that the stock certificate was not delivered to Howard as contemplated by the pledge agreement. The Court finds and concludes that Deven could not avoid personal liability under Paragraph 4 because he did not "deliver the certificate evidencing his ownership of the Stock" to Howard "endorsed in blank at the time the pledge agreement was signed." Consequently, the trial court correctly concluded that Paragraph 4 would not have provided a successful defense to Howard's breach-of-contract claim. A full-text copy of the Decision dated Nov. 22, 2022, is available at https://tinyurl.com/mr25kxrs from Leagle.com. About VPH Pharmacy VPH Pharmacy, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 17-30077) on January 13, 2017. The Hon. Daniel S. Opperman presides over the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Amee Patel, attorney in fact for Devenkumar C. Patel, sole shareholder. The Dragich Law Firm PLLC is the Debtor's counsel. Dalto Consulting, Inc., is the Debtor's financial advisor. The U.S. trustee for Region 9 appointed three creditors of VPH Pharmacy to serve on an official committee of unsecured creditors. The creditors' committee tapped Wolfson Bolton PLLC as counsel. W L HOUSTONS: Twin Peak Buying Missouri City Property for $400K --------------------------------------------------------------- W L Houstons Business Investments, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to sell its interest in the single asset real property located at 3402 Crosby Landing, in Missouri City, Texas 77459, to Twin Peak Investments LLC for $400,000. Objections, if any, must be filed within 21 days from the date the Motion was served. The Debtor owns the Property. The Buyer offered to buy the Property and the Debtor accepted it. The Buyer has been pre-approved for financing by a third-party lender. The parties to this transaction cannot legally proceed any further and close on the real estate transaction without permission and authority from the Court. The name of the Title Company that will be handling the closing on the property is Declaration Title located at 515 Park Grove Dr, Suite 101, Katy, Texas 77433. The Buyer will pay all closing costs associated with the sale of the Debtor's property. This property will close immediately after the Court signs an order authorizing Debtors to sell the property. At this time, the Trustee has not lodged any opposition to the Motion. About W L Houstons Business Investments W L Houstons Business Investments, LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). W L Houstons Business Investments sought protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 22-31575) on June 6, 2022. In the petition filed by its managing member, Warren Houston, the Debtor reported up to $50,000 in both assets and liabilities. Samuel L. Milledge, Esq., at The Milledge Law Firm, PLLC is the Debtor's counsel. WC BRAKER: Trustee Taps Geary Porter & Donovan as Special Counsel ----------------------------------------------------------------- Dawn Ragan, the Chapter 11 trustee for WC Braker Portfolio, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Geary, Porter & Donovan, P.C. as special counsel. The trustee requires the services of a special counsel to appeal adverse Appraisal Review Board rulings in connection with the Debtor's commercial properties in tax years 2017 to 2019. Geary will be compensated on a flat fee basis of $4,250 per appeal, plus reimbursement of costs. As disclosed in court filings, Geary is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel P. Donovan, Esq. Geary, Porter & Donovan, P.C. 16475 Dallas Parkway, Suite 400 Addison, TX 75001-6837 Phone: 972 349-2203 Fax: 972 931-9208 About WC Braker Portfolio WC Braker Portfolio, LLC is primarily engaged in renting and leasing real estate properties. The Debtor filed Chapter 11 petition (Bankr. W.D. Texas Case No. 22-10293) on May 2, 2022, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Tony M. Davis oversees the case. Todd Headden, Esq., at Hayward PLLC serves as the Debtor's legal counsel. ATX Braker SR, LLC, as mortgage lender, is represented by Liz Boydston, Esq., and Stephen P. McKitt, Esq., at Polsinelli PC; and Mitchell A. Karlan, Esq., and Keith R. Martorana, Esq., at Gibson, Dunn & Crutcher, LLP. Dawn Ragan, the Chapter 11 trustee appointed in the Debtor's case, tapped Kelly Hart & Hallman, LLP as bankruptcy counsel and Geary, Porter & Donovan, P.C. as special counsel. WESTJET AIRLINES: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable ------------------------------------------------------------------- Fitch Ratings has downgraded WestJet's and WestJet Airlines Ltd.'s Long-Term Issuer Default Ratings (IDRs) to 'B-' from 'B'. The Rating Outlook is Stable. Fitch has also downgraded WestJet's secured term loan B and revolver to 'B+'/'RR2' from 'BB-'/'RR2'. The downgrade is driven by a combination of pandemic impacts on WestJet's balance sheet, expectations for a prolonged recovery due to mounting macroeconomic concerns and operational issues, and competitive in the domestic Canadian market. While Fitch expects both air traffic and profitability to continue to improve from pandemic lows over the forecast period, potential consumer pressures and rising costs could slow WJET's progress towards generating healthy levels of profitability. As such, Fitch expects leverage and coverage metrics to remain outside of levels that would support a 'B' rating at least through 2023. WJET's 'B-' rating is supported by the company's extended term loan maturity (2026) and robust liquidity position, which remains adequate to cover near-term obligations, it's low cost structure and its established position in the Canadian market. Fitch also currently expects credit metrics to improve materially beyond 2023, limiting near-term downside rating risk. KEY RATING DRIVERS Credit Metrics Remain Weak: Fitch expects WestJet's credit metrics to remain outside of its negative ratings sensitivities at least through YE 2023, prompting a one-notch downgrade. Higher jet fuel prices, pressures on non-fuel unit costs, a strong U.S. dollar, and concerns around a weakening macroeconomic environment are likely to delay the timeline for WestJet's recovery beyond Fitch's prior expectations. The domestic Canadian market is also affected by aggressive competition from start-up low cost carriers, which is pressuring yields. Total adjusted debt/EBITDAR is expected to remain near 8x through YE 2023. Fitch previously expected leverage to reach 5.5x or below by YE 2023. Fixed charge coverage is likely to remain below 1.5x. Fitch expects credit metrics to improve materially thereafter as operating conditions normalize and as the company pays down debt. However, forecasts for 2023 and 2024 are at risk from continued inflation and general recessionary concerns. Solid Recovery in Traffic: Canadian air traffic has rebounded sharply in 2022 after initially lagging the recovery in the U.S. Easing of Canadian travel and testing requirements have allowed passenger counts to hit 85%-90% of 2019 levels, which is now roughly in line with the state of recovery in the U.S. and represents a material improvement from the late 2021-early 2022 time period when traffic remained down roughly 50%. Fitch expects to see continued improvement in 2023 driven by an anticipated improvement in business travel and continued solid leisure demand. Unit revenues have also risen compared to 2019 levels, but the improvement lags behind the results posted by U.S. carriers, partly driven by tough competition, causing weaker profit margins performance for the Canadian carriers relative to U.S. peers. Macroeconomic Concerns are Rising: Persistent inflation and the rising chance of recession threaten to undermine, or at least delay the recovery in airline traffic just as COVID concerns are fully receding. At this time Fitch expects the impact on Canadian traffic to be modest. Expectations are supported by a relatively strong Canadian economy, which benefits from commodity and energy revenues. Fitch's September Global Economic Outlook called for Canadian GDP growth of 3.2% in 2022 and 0.8% in 2023, modestly above forecasts for the U.S. Pent up demand is also supportive. Canadian air traffic remains below pre-pandemic levels, and the shift in consumer spend from goods to services is likely to provide a level of support for demand. Nevertheless, inflationary pressures on the consumer will have some impact on demand, delaying WJET's return to stronger credit metrics that are supportive of a 'B' rating. Strategic Re-Set: Fitch expects WestJet's recently announced strategic shift to be a credit positive over the longer term. WestJet recently announced its intentions to re-focus its route network in western Canada where it has historically had a stronger presence, and to de-emphasize flying between destinations in the eastern part of the country. WJET will also base its 787s in its Western hubs, and will pause delivery of any new 787s, instead focusing on growing its narrowbody fleet. Fitch expects the move to bolster operating margins over time as the company focuses on markets where it has an outsized presence, and shifts away from routes with heavier competition from Air Canada. For instance, WestJet has a market share of more than 50% at its Calgary hub, compared to sub-20% market shares in Eastern cities such as Toronto and Montreal. However, the change in route network will take time. Benefits are not expected to accrue until mid-to-late 2023. Manageable Capital Requirements: WestJet has a manageable number of aircraft to be delivered over the next two years. Fitch expects the company will continue to tap the sale-leaseback market to finance new deliveries. Sale-leasebacks will keep initial capital requirements low but will create a drag on operating expenses in future years versus paying for aircraft up-front with cash. WestJet recently placed an order for 42 additional 737-10s, bringing its total order book to 65 aircraft. The 737 MAX 10s are expected to be more expensive than the smaller narrowbodies that WestJet currently operates, but the bulk of the expenditures are not expected to begin until 2025. DERIVATION SUMMARY WestJet's 'B-' rating is two notches below its primary domestic competitor, Air Canada. The differential reflects WestJet's higher near-term leverage prospects and smaller relative size. WestJet's liquidity position is also not as strong as Air Canada's, and Air Canada likely has better access to funds given its size and unencumbered assets. These factors are partially offset by WestJet's favorable cost structure, and relative exposure to business demand, which is taking longer to recover from the pandemic. Relative to US airlines, WestJet's 'B-' rating is in line with American Airlines and Hawaiian Holdings. WestJet's balance sheet is favorable to American's, but this is offset by American's greater size and scale and position in key markets. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer A sharp rebound in air traffic in 2022, leaving total RPMs down 20%-25% below 2019 levels. Traffic continues to rebound in 2023 despite softer economic conditions, leaving 2023 traffic roughly in line with 2019 levels. Jet fuel costs at $CAD 1.31/litre in 2022, moderating to $CAD 1.05 in 2023. Operating margins improve sequentially but remain below pre-pandemic levels through Fitch's forecast period, reflecting higher operating costs and a weaker than previously anticipated macro environment. Recovery Analysis assumptions: Fitch's recovery analysis assumes that WestJet would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. The going-concern (GC) EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the enterprise valuation is based. Fitch uses a GC EBITDA estimate of $550 million and a 5x These assumptions lead to an estimated recovery for senior secured positions in the 71%-90% (RR2) range. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Total adjusted debt/EBITDAR at or below 5x; - Operating EBITDAR/gross interest + rent above 1.75x; - EBIT margins increasing towards the mid-single digits; - Maintenance of liquidity above at 15%-20% of LTM revenues. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Operating EBITDAR/gross interest + rent towards 1.25x; - Total adjusted debt/EBITDAR remaining above 7x; - Liquidity falling below CAD 500 million. LIQUIDITY AND DEBT STRUCTURE Robust Liquidity: Fitch believes Westjet's liquidity as of year-end 2022 will be more than adequate to maintain medium-term operating and service fixed costs. FYE 2022 liquidity is estimated to include $CAD1.3 billion-$CAD1.4 billion in cash and cash equivalents and full availability on its USD350 million revolver. Fitch expects cash flow to be negative over the forecast, however, the company will likely access the sale and leaseback market to finance its fleeting plans. Advanced ticket sales bookings will likely normalize in the second half of the year but provided meaningful FCF in 1Q22. Short-term maturities on the company's existing debt instruments are manageable, encompassing $CAD232 million of amortization and interest, with larger maturities in 2026, when the term loan comes due. ISSUER PROFILE WestJet Airlines, Ltd. is Canada's second largest airline. The company maintains a strong market position in key markets such as Calgary and Edmonton. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- WestJet Airlines Ltd. LT IDR B- Downgrade B senior secured LT B+ Downgrade RR2 BB- WestJet LT IDR B- Downgrade B senior secured LT B+ Downgrade RR2 BB- WILDCAT MET: Case Summary & Three Unsecured Creditors ----------------------------------------------------- Debtor: Wildcat Met Mining, Inc. 131 Pansey Place Princeton, WV 24739 Chapter 11 Petition Date: December 3, 2022 Court: United States Bankruptcy Court Southern District of West Virginia Case No.: 22-10080 Judge: Hon. B. Mckay Mignault Debtor's Counsel: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE 3818 MacCorkle Ave. S.E. Suite 101 Post Office Box 4427 Charleston, WV 25364-4427 Tel: (304) 925-2100 Email: jcaldwell@caldwellandriffee.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James Trent as president. A copy of the Debtor's list of three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VZ2VJSA/Wildcat_Met_Mining_Inc__wvsbke-22-10080__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V4GQFLY/Wildcat_Met_Mining_Inc__wvsbke-22-10080__0001.0.pdf?mcid=tGE4TAMA WINC INC: Dec. 7 Deadline Set for Panel Questionnaires ------------------------------------------------------ The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of Winc Inc., et al. 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/3uqPJBG and return by email it to Jane M. Leamy -- Jane.M.Leamy@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Dec. 7, 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 Winc, Inc. Winc, Inc. develop, produce, and sell alcoholic beverages through wholesale and direct to consumer business channels in conjunction with winemakers, vineyards, distillers, and manufacturers, both domestically and internationally. The Debtors' products are available at retailers and restaurants throughout the United States. Winc, Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Del Lead Case No. 22-11238) on November 30, 2022. In the petition signed by Brian Smith, interim chief executive officer and president. The Debtor disclosed up to $50,318,000 in assets and up to $36,751,000 in liabilities. Laurie Selber Silverstein oversees the case. Young Conaway Stargatt & Taylor LLP is the Debtor's restructuring & bankruptcy counsel. RPA Advisors LLC is the Debtors' financial advisor. Canaccord Genuity Group Inc. is the Debtor's investment banker. EPIQ Corporate Restructuring LLC is Debtors' notice, claims, solicitation & balloting agent. WINC INC: NYSE American to Commence Delisting Proceedings --------------------------------------------------------- NYSE American LLC on Dec. 5, 2022, disclosed that the staff of NYSE Regulation has determined to commence proceedings to delist the common stock of Winc, Inc. -- ticker symbol "WBEV" -- from the Exchange. NYSE Regulation has determined that the Company is no longer suitable for listing and will commence delisting proceedings pursuant to Section 1003(c)(iii) of the NYSE American Company Guide. On November 30, 2022, the Company together with its subsidiaries announced it has filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. NYSE Regulation noted the uncertainty as to the timing and outcome of this process, as well as the ultimate effect on the value of the Company's common shares. The Company has a right to a review of staff's determination to delist the common stock by a Committee of the Board of Directors of the Exchange. The NYSE American will apply to the Securities and Exchange Commission to delist the Company's common stock upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff's decision. The NYSE will announce a suspension date and suspend trading at such time as i) the Company does not request a review by the Committee within 7 calendar days of this notice, ii) the Company determines that it does not intend to appeal, iii) the subsequent review of the Committee determines that the Company should be suspended, or iv) there are other material developments. After the suspension announcement, the NYSE American would then apply to the Securities and Exchange Commission to delist the common stock. Winc, Inc., develops, produces, and sells alcoholic beverages through wholesale and direct to consumer business channels in conjunction with winemakers, vineyards, distillers, and manufacturers, both domestically and internationally. Its products are available at retailers and restaurants throughout the United States. WINDSOR AT 82ND: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Windsor at 82nd for Pinewood, LLC dba Timber Creek; dba Windsor Pointe Apartments 330 Madeline Lane Burleson, TX 76028 Business Description: The Debtor primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 5, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-42950 Judge: Hon. Mark X. Mullin Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, tX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bo Fontana as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/72PCWHQ/Windsor_at_82nd_for_Pinewood_LLC__txnbke-22-42950__0001.0.pdf?mcid=tGE4TAMA YENTA LLC: Case Summary & One Unsecured Creditor ------------------------------------------------ Debtor: Yenta LLC 340 Fleming Drive Phillipsburg, NJ 08865 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 5, 2022 Court: United States Bankruptcy Court District of New Jersey Case No.: 22-19607 Debtor's Counsel: Andre L. Kydala, Esq. LAW FIRM OF ANDRE L. KYDALA 54 Old Highway 22 P.O. Box 5537 Clinton, NJ 08809 Tel: 908-735-2616 Fax: 908-735-2017 Email: kydalalaw@aim.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Daniel Risis as sole member. The Debtor listed Phillipsburg Tax Collector as its only unsecured creditor. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WFSG65Y/Yenta_LLC__njbke-22-19607__0001.0.pdf?mcid=tGE4TAMA ZENTUARY GROUP: Amends Treatment of Class 1 & 2 Claims ------------------------------------------------------ Zentuary Group, LLC, filed an amendment to its Debtor's Plan of Reorganization dated September 26, 2022 to provide: * Class One Small Business Administration. Class One represents the secured claim of Small Business Administration of $500,00.00. The Debtor contends the claim is partially secured under section 506 and will file a motion to determine the secured status of the claim absent agreement of the claimant. The Small Business Administration will retain all liens it held prepetition, and the secured claim of $7,000.00 will be paid with interest accruing at six percent per annum on a five-year amortization and term. Monthly payments of $135.33 shall commence 90 days from the effective date. Class One is impaired. * Class Two Channel Partners Equipment Finance. Class Two represents the scheduled claim of Channel Partners Equipment Finance of $31,955.44. The Debtor contends the claim is partially secured under section 506 and will file a motion to determine the secured status of the claim absent agreement of the claimant. Channel Partners Equipment Finance will retain all liens it held prepetition, and the secured claim of $20,000.00 will be paid with interest accruing at six percent per annum on a five-year amortization and term. Monthly payments of $386.66 shall commence 90 days from the effective date. Class Two is impaired. All other plan treatment and language as provided under the Debtor's Plan of Reorganization filed on September 26, 2022 (Doc. No. 58) shall remain the same. Attorneys for the Debtor: James W. Elliott, Esq. MCINTYRE THANASIDES BRINGGOLD ELLIOTT GRIMALDI GUITO & MATTHEWS, P.A. 500 E. Kennedy Blvd., Ste. 200 Tampa, FL 33602 Telephone: (813) 223-0000 Facsimile: (813) 225-1221 E-mail: james@mcintyrefirm.com About Zentuary Group LLC Zentuary Group LLC, doing business as Farmacy Vegan Kitchen, is a quick service restaurant offering a well-rounded, 100% plant-based menu. Zentuary Group LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02594) on June 28, 2022. In the petition filed by Charles Rumph, as president, the Debtor estimated liabilities between $500,000 and $1 million compared to estimated assets up to $50,000. Judge Caryl E. Delano oversees the case. James W Elliott, Esq., at McIntyre Thanasides Bringgold Elliott, et al., is the Debtor's counsel. [*] Commercial Chapter 11 Bankruptcies Up 74% in November 2022 -------------------------------------------------------------- Commercial chapter 11 filings increased 74% to 345 in November 2022 from the 198 filings recorded in November 2021, according to data provided by Epiq Bankruptcy, the leading provider of U.S. bankruptcy filing data. The November 2022 commercial chapter 11 filing total was lifted by the more than 100 cases related to the chapter 11 filing on November 11 by crypto exchange FTX Trading, Ltd. Total commercial filings increased 17% to 1,848 in November over 1,586 total filings in November 2021. Subchapter V small business filings increased 38% to 117 in November 2022 from 85 filings in November 2021. Total U.S. bankruptcy filings in November 2022 were 31,178, up 6% from 29,335 total filings in November 2021. Overall individual filings also increased 6% in November 2022, as 29,330 filings were up over 27,749 individual filings recorded in November 2021. While still below pre-pandemic levels, individual chapter 13 filings continued to increase in November, as 12,862 filings were up 25% over the November 2021 total of 10,327. "Despite the month-to-month reduction in filings nationally, 13 states still had double-digit month-over-month increases in the %age of total commercial filings and seven states had double-digit increases in individual filings," said Gregg Morin, Vice President of Business Development and Revenue for Epiq Bankruptcy. "Even though more than 100 cases were influenced by a single crypto bankruptcy case, there will always be regional fluctuations, both higher and lower." States with the highest %age increases in commercial filings included DE, ID, NE, AL, SD, MN, MS, OK, MI, IN, NC, KS and NJ. States with the most individual filings percentage increases were AK, WV, SD, OR, KS, DE and ND. "Rising debt loads, increasing interest rates and inflationary pressures are presenting families and businesses with difficult economic challenges to navigate," said ABI Executive Director Amy Quackenboss. "Bankruptcy provides a lifeline to financially struggling households and businesses during uncertain economic times." Almost all filing chapters in November registered a decrease compared to October's figures. November's total bankruptcy filings represented a 5% decrease when compared to the 32,696 total filings recorded the previous month. Total individual filings for November represented a 5% decrease from the October 2022 individual filing total of 30,792. Individual chapter 13 filings also registered a 6% decrease from October's individual chapter 13 total of 13,619. The commercial filing total represented a 3% decrease from the October 2022 commercial filing total of 1,904. Conversely, commercial chapter 11 filings registered a 13% increase from the 305 filings the previous month due in large part to the related cases of the FTX filing. Subchapter V elections within chapter 11 decreased 11% from the 132 filed in October 2022. ABI has partnered with Epiq Bankruptcy to provide the most current bankruptcy filing data for analysts, researchers, and members of the news media. Epiq Bankruptcy is the leading provider of data, technology, and services for companies operating in the business of bankruptcy. Its new Bankruptcy Analytics subscription service provides on-demand access to the industry's most dynamic bankruptcy data, updated daily. Learn more at https://bankruptcy.epiqglobal.com/analytics. About Epiq Bankruptcy Epiq Bankruptcy -- https://www.epiqglobal.com -- is a division of Epiq, a global technology-enabled services leader to the legal services industry and corporations that takes on large-scale, increasingly complex tasks for corporate counsel, law firms, and business professionals with efficiency, clarity, and confidence. Clients rely on Epiq to streamline the administration of business operations, class action and mass tort, court reporting, eDiscovery, regulatory, compliance, restructuring, and bankruptcy matters. Epiq subject-matter experts and technologies create efficiency through expertise and deliver confidence to high-performing clients around the world. About ABI ABI -- http://www.abi.org/--is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes nearly 10,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. [*] Ervin Cohen Named to U.S. News 2023 "Best Law Firm" List ------------------------------------------------------------ Ervin Cohen & Jessup LLP on Dec. 1 announced its inclusion on the 2023 U.S. News – Best Lawyers(R) "Best Law Firms" list. The list is compiled annually by U.S. News & World Report and Best Lawyers(R). "We are honored to be acknowledged by Best Lawyers, particularly as this recognition is based on feedback from clients and peers," said Co-Managing Partner Barry MacNaughton. "This honor is a testament to the diligence and hard work of all of the attorneys and the support team at the Firm." Law firms included in the 2023 "Best Law Firms" list are recognized for professional excellence with persistently impressive ratings from clients and peers. The 2023 Edition of "Best Law Firms" includes rankings in 75 national practice areas and 127 metropolitan-based practice areas. Ervin Cohen & Jessup was recognized as a Tier 1 Law Firm in the Los Angeles Region in Real Estate Law, Commercial Litigation, and Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law. The Firm was also recognized nationally for Real Estate Law, and recognized regionally for Employment Law – Management. For more than six decades, Ervin Cohen & Jessup has provided innovative, technically unsurpassed counsel to both individuals and businesses first in Southern California, then across the United States and now around the world. In the nearly 70 years since its founding, the Firm has grown to a full-service firm of more than 60 lawyers recognized for excellence among its clients and peers. Long before collaboration was a commonly used word, Ervin Cohen & Jessup believed that law should be practiced in a creative environment by individuals who were not afraid to think out of the box. The firm's attorneys have always prized innovation and sought out like-minded partners. From its founding, the firm has embraced a collegial team of top-notch attorneys who, working together, strive for the best possible result for clients. Best Lawyers(R) and U.S. News and World Report have issued their "Best Law Firm" rankings for the past 13 years. Ervin Cohen & Jessup LLP -- http://www.ecjlaw.com/-- is a full-service firm that provides a broad range of business-related legal services including corporate law; litigation; intellectual property & technology law; real estate transactions and finance; construction & environmental law; tax planning and controversies; employment law; health care law; bankruptcy, receivership and reorganization; and estate planning. [*] Goulston Attorneys Named to Boston Magazine's Top Lawyers List ------------------------------------------------------------------ Goulston & Storrs, an Am Law 200 firm, on Nov. 30 disclosed that 11 attorneys at the firm -- Ned Abelson, Jean Bowe, Adam Curry, Martin Fantozzi, Matthew Horvitz, Peter Kochansky, Elizabeth Levine, Douglas Rosner, Mark Swirbalus, Rebecca Tunney, and Richard Zielinski -- have been named to Boston Magazine's second annual Top Lawyers list. The attorneys on the Top Lawyers list were selected by their peers as being among the best and most widely recognized lawyers in the Greater Boston area for their excellence in legal work. Goulston & Storrs' attorneys were honored in the following categories: Bankruptcy and Workout: Douglas Rosner is a bankruptcy and restructuring attorney who balances legal and business considerations to find collaborative, workable solutions for clients. He represents corporate debtors, unsecured creditors and creditors' committees, lenders, landlords, asset purchasers, and trustees across the country in a wide range of bankruptcy matters including complex Chapter 11 reorganizations, Chapter 7 liquidations, workouts, and related litigation and transactions. Labor and Employment: Matthew Horvitz is a trial lawyer and counselor focused on workplace dynamics, complex employment disputes, and commercial litigation. He represents employers and executives in state and federal courts and before administrative agencies. Elizabeth Levine is an employment lawyer and litigator who works with companies on management-side employment and operational matters, and defends organizations in employment-based litigation. Land Use Environment: Ned Abelson is a nationally recognized environmental lawyer known for his expertise in Brownfields redevelopment, transactional work, and environmental insurance. Peter Kochansky is a real estate development and public law and policy lawyer who specializes in securing land use approvals for complex, mixed-use projects. He is knowledgeable in all aspects of zoning compliance and other public approvals, environmental impact reviews, and regulatory compliance, from the conceptual stages of complicated projects (including waterfront sites) through to the issuance of building permits, project completion, and occupancy. Professional Malpractice Non-Medical Defense: Richard Zielinski is a nationally known "bet the company" trial lawyer who handles a wide range of complex, high-stakes commercial litigation, with a particular expertise in legal malpractice defense. He represents major law firms throughout the United States in malpractice cases, disciplinary matters, and intra-firm disputes. Real Estate: Jean Bowe is a real estate lawyer who focuses on leasing and financing transactions, complex acquisitions and dispositions, and real estate development for property owners and purchasers, lenders, and real estate developers. Adam Curry is a real estate lawyer with a broad-based practice handling complex transactions, portfolio acquisitions and dispositions, and joint ventures and financings for institutions, private equity funds, REITs, foreign investors, developers, and operators. Martin Fantozzi is a litigator who counsels public and private REITs, investment firms, lenders, property management and brokerage firms, retailers, and academic hospitals and universities on disputes related to land use, zoning, construction, and other real property issues. Trusts & Estates: Mark Swirbalus is a probate litigator who focuses his practice on high-stakes trust and estate disputes and fiduciary litigation for individuals, families, charitable organizations, and bank and trust companies as beneficiaries, trustees, executors, administrators, and personal representatives. Rebecca Tunney is a skilled trust and estate attorney who advises individuals and families with complex estate plans involving estate, gift and generation-skipping transfer tax planning, estate and trust administration, international tax planning, charitable giving, and business succession planning. About Goulston & Storrs Goulston & Storrs -- http://www.goulstonstorrs.com-- is a national commercial finance business headquartered in New York. [^] 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 231.4 (10.3) (2.2) 7GC & CO HOLDING VIIAU US 231.4 (10.3) (2.2) ABSOLUTE SOFTWRE ABST US 544.9 (4.3) (53.0) ABSOLUTE SOFTWRE OU1 GR 544.9 (4.3) (53.0) ABSOLUTE SOFTWRE ABST CN 544.9 (4.3) (53.0) ABSOLUTE SOFTWRE ABT2EUR EU 544.9 (4.3) (53.0) ABSOLUTE SOFTWRE OU1 GZ 544.9 (4.3) (53.0) ACCELERATE DIAGN AXDX* MM 75.8 (9.8) 56.7 AEMETIS INC AMTX US 198.9 (184.9) (159.0) AEMETIS INC DW51 GR 198.9 (184.9) (159.0) AEMETIS INC AMTXGEUR EZ 198.9 (184.9) (159.0) AEMETIS INC AMTXGEUR EU 198.9 (184.9) (159.0) AEMETIS INC DW51 GZ 198.9 (184.9) (159.0) AEMETIS INC DW51 TH 198.9 (184.9) (159.0) AEMETIS INC DW51 QT 198.9 (184.9) (159.0) AERIE PHARMACEUT AERI US 375.6 (164.0) 169.5 AERIE PHARMACEUT AERIEUR EU 375.6 (164.0) 169.5 AERIE PHARMACEUT 0P0 GR 375.6 (164.0) 169.5 AERIE PHARMACEUT 0P0 TH 375.6 (164.0) 169.5 AERIE PHARMACEUT 0P0 QT 375.6 (164.0) 169.5 AERIE PHARMACEUT 0P0 GZ 375.6 (164.0) 169.5 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 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 ALTICE USA INC-A ATUS US 33,282.6 (339.1) (1,469.1) ALTICE USA INC-A 15PA GR 33,282.6 (339.1) (1,469.1) ALTICE USA INC-A 15PA TH 33,282.6 (339.1) (1,469.1) ALTICE USA INC-A ATUSEUR EU 33,282.6 (339.1) (1,469.1) ALTICE USA INC-A 15PA GZ 33,282.6 (339.1) (1,469.1) ALTICE USA INC-A ATUS* MM 33,282.6 (339.1) (1,469.1) ALTICE USA INC-A ATUS-RM RM 33,282.6 (339.1) (1,469.1) 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 (4,232.0) (4,077.0) ALTRIA GROUP INC MO-RM RM 33,953.0 (4,232.0) (4,077.0) ALTRIA GROUP INC PHM7 BU 33,953.0 (4,232.0) (4,077.0) ALTRIA GROUP-BDR MOOO34 BZ 33,953.0 (4,232.0) (4,077.0) AMC ENTERTAINMEN AMC US 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN AH9 GR 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN AMC4EUR EU 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN AH9 TH 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN AH9 QT 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN AMC* MM 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN AH9 GZ 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN AH9 SW 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN AMC-RM RM 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN A2MC34 BZ 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN APE* MM 9,206.1 (2,579.0) (717.4) AMC ENTERTAINMEN AH9 BU 9,206.1 (2,579.0) (717.4) AMERICAN AIR-BDR AALL34 BZ 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE AAL US 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE A1G GR 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE AAL* MM 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE A1G TH 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE A1G QT 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE A1G GZ 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE AAL11EUR EU 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE AAL AV 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE AAL TE 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE A1G SW 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE 0HE6 LI 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE AAL11EUR EZ 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE AAL-RM RM 66,652.0 (7,893.0) (4,593.0) AMERICAN AIRLINE AAL_KZ KZ 66,652.0 (7,893.0) (4,593.0) AMPLIFY ENERGY C AMPY US 458.2 (35.3) (48.9) AMPLIFY ENERGY C 2OQ GR 458.2 (35.3) (48.9) AMPLIFY ENERGY C MPO2EUR EU 458.2 (35.3) (48.9) AMPLIFY ENERGY C 2OQ TH 458.2 (35.3) (48.9) AMPLIFY ENERGY C 2OQ GZ 458.2 (35.3) (48.9) AMPLIFY ENERGY C 2OQ QT 458.2 (35.3) (48.9) AMYRIS INC AMRS* MM 754.1 (404.8) (36.8) AMYRIS INC A2MR34 BZ 754.1 (404.8) (36.8) AON PLC-CLASS A AON US 31,223.0 (670.0) 488.0 AON PLC-CLASS A 4VK GR 31,223.0 (670.0) 488.0 AON PLC-CLASS A 4VK QT 31,223.0 (670.0) 488.0 AON PLC-CLASS A 4VK TH 31,223.0 (670.0) 488.0 AON PLC-CLASS A AON1EUR EU 31,223.0 (670.0) 488.0 AON PLC-CLASS A AONN MM 31,223.0 (670.0) 488.0 AON PLC-CLASS A 4VK GZ 31,223.0 (670.0) 488.0 ARENA GROUP HOLD AREN US 167.6 (31.2) (43.0) ASHFORD HOSPITAL AHD GR 3,971.7 (68.8) - ASHFORD HOSPITAL AHT US 3,971.7 (68.8) - ASHFORD HOSPITAL AHT1EUR EU 3,971.7 (68.8) - ASHFORD HOSPITAL AHD TH 3,971.7 (68.8) - ATLAS TECHNICAL ATCX US 528.8 (125.1) 98.7 AUTOZONE INC AZO US 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC AZ5 TH 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC AZ5 GR 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC AZOEUR EU 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC AZ5 QT 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC AZO AV 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC AZ5 TE 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC AZO* MM 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC AZOEUR EZ 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC AZ5 GZ 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC AZO-RM RM 15,275.0 (3,538.9) (1,960.4) AUTOZONE INC-BDR AZOI34 BZ 15,275.0 (3,538.9) (1,960.4) AVID TECHNOLOGY AVID US 237.5 (141.4) (22.4) AVID TECHNOLOGY AVD GR 237.5 (141.4) (22.4) AVID TECHNOLOGY AVD TH 237.5 (141.4) (22.4) AVID TECHNOLOGY AVD GZ 237.5 (141.4) (22.4) AVIS BUD-CEDEAR CAR AR 25,197.0 (507.0) (770.0) AVIS BUDGET GROU CUCA GR 25,197.0 (507.0) (770.0) AVIS BUDGET GROU CAR US 25,197.0 (507.0) (770.0) AVIS BUDGET GROU CUCA QT 25,197.0 (507.0) (770.0) AVIS BUDGET GROU CAR2EUR EU 25,197.0 (507.0) (770.0) AVIS BUDGET GROU CAR* MM 25,197.0 (507.0) (770.0) AVIS BUDGET GROU CAR2EUR EZ 25,197.0 (507.0) (770.0) AVIS BUDGET GROU CUCA TH 25,197.0 (507.0) (770.0) AVIS BUDGET GROU CUCA GZ 25,197.0 (507.0) (770.0) BABCOCK & WILCOX BW US 881.6 (17.1) 179.1 BABCOCK & WILCOX UBW1 GR 881.6 (17.1) 179.1 BABCOCK & WILCOX BWEUR EU 881.6 (17.1) 179.1 BATH & BODY WORK LTD0 GR 5,133.0 (2,608.0) 496.0 BATH & BODY WORK LTD0 TH 5,133.0 (2,608.0) 496.0 BATH & BODY WORK BBWI US 5,133.0 (2,608.0) 496.0 BATH & BODY WORK LBEUR EU 5,133.0 (2,608.0) 496.0 BATH & BODY WORK BBWI* MM 5,133.0 (2,608.0) 496.0 BATH & BODY WORK LTD0 QT 5,133.0 (2,608.0) 496.0 BATH & BODY WORK BBWI AV 5,133.0 (2,608.0) 496.0 BATH & BODY WORK LBEUR EZ 5,133.0 (2,608.0) 496.0 BATH & BODY WORK LTD0 GZ 5,133.0 (2,608.0) 496.0 BATH & BODY WORK BBWI-RM RM 5,133.0 (2,608.0) 496.0 BATTERY FUTURE A BFAC/U US 354.9 350.4 0.2 BATTERY FUTURE-A BFAC US 354.9 350.4 0.2 BED BATH &BEYOND BBBY US 4,666.6 (577.7) 75.7 BED BATH &BEYOND BBY GR 4,666.6 (577.7) 75.7 BED BATH &BEYOND BBY TH 4,666.6 (577.7) 75.7 BED BATH &BEYOND BBBY* MM 4,666.6 (577.7) 75.7 BED BATH &BEYOND BBBY SW 4,666.6 (577.7) 75.7 BED BATH &BEYOND BBY QT 4,666.6 (577.7) 75.7 BED BATH &BEYOND BBBYEUR EU 4,666.6 (577.7) 75.7 BED BATH &BEYOND BBY GZ 4,666.6 (577.7) 75.7 BED BATH &BEYOND BBBYEUR EZ 4,666.6 (577.7) 75.7 BED BATH &BEYOND BBBY-RM RM 4,666.6 (577.7) 75.7 BELLRING BRANDS BRBR US 707.2 (376.2) 277.8 BELLRING BRANDS D51 TH 707.2 (376.2) 277.8 BELLRING BRANDS BRBR2EUR EU 707.2 (376.2) 277.8 BELLRING BRANDS D51 GR 707.2 (376.2) 277.8 BELLRING BRANDS D51 QT 707.2 (376.2) 277.8 BENEFITFOCUS INC BNFT US 233.7 (24.9) 30.0 BENEFITFOCUS INC BTF GR 233.7 (24.9) 30.0 BENEFITFOCUS INC BNFTEUR EU 233.7 (24.9) 30.0 BEYOND MEAT INC BYND US 1,141.3 (142.0) 605.3 BEYOND MEAT INC 0Q3 GR 1,141.3 (142.0) 605.3 BEYOND MEAT INC 0Q3 GZ 1,141.3 (142.0) 605.3 BEYOND MEAT INC BYNDEUR EU 1,141.3 (142.0) 605.3 BEYOND MEAT INC 0Q3 TH 1,141.3 (142.0) 605.3 BEYOND MEAT INC 0Q3 QT 1,141.3 (142.0) 605.3 BEYOND MEAT INC BYND AV 1,141.3 (142.0) 605.3 BEYOND MEAT INC 0Q3 SW 1,141.3 (142.0) 605.3 BEYOND MEAT INC 0A20 LI 1,141.3 (142.0) 605.3 BEYOND MEAT INC BYNDEUR EZ 1,141.3 (142.0) 605.3 BEYOND MEAT INC 0Q3 TE 1,141.3 (142.0) 605.3 BEYOND 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(1,780.0) 1,137.0 CARDINAL HEALTH CLH GZ 43,387.0 (1,780.0) 1,137.0 CARDINAL HEALTH CAH* MM 43,387.0 (1,780.0) 1,137.0 CARDINAL HEALTH CAHEUR EZ 43,387.0 (1,780.0) 1,137.0 CARDINAL HEALTH CAH-RM RM 43,387.0 (1,780.0) 1,137.0 CARDINAL-CEDEAR CAH AR 43,387.0 (1,780.0) 1,137.0 CARDINAL-CEDEAR CAHC AR 43,387.0 (1,780.0) 1,137.0 CARDINAL-CEDEAR CAHD AR 43,387.0 (1,780.0) 1,137.0 CEDAR FAIR LP FUN US 2,414.5 (470.8) (22.5) CENTRUS ENERGY-A LEU US 618.2 (100.3) 111.0 CENTRUS ENERGY-A 4CU TH 618.2 (100.3) 111.0 CENTRUS ENERGY-A 4CU GR 618.2 (100.3) 111.0 CENTRUS ENERGY-A LEUEUR EU 618.2 (100.3) 111.0 CENTRUS ENERGY-A 4CU GZ 618.2 (100.3) 111.0 CENTRUS ENERGY-A 4CU QT 618.2 (100.3) 111.0 CHENIERE ENERGY LNG US 43,642.0 (4,330.0) (2,169.0) CHENIERE ENERGY CHQ1 GR 43,642.0 (4,330.0) (2,169.0) CHENIERE ENERGY CQP US 20,500.0 (3,884.0) (1,210.0) CHENIERE ENERGY CHQ1 TH 43,642.0 (4,330.0) (2,169.0) CHENIERE ENERGY CHQ1 QT 43,642.0 (4,330.0) (2,169.0) CHENIERE ENERGY LNG2EUR EU 43,642.0 (4,330.0) (2,169.0) CHENIERE ENERGY LNG* MM 43,642.0 (4,330.0) (2,169.0) CHENIERE ENERGY CHQ1 SW 43,642.0 (4,330.0) (2,169.0) CHENIERE ENERGY LNG2EUR EZ 43,642.0 (4,330.0) (2,169.0) CHENIERE ENERGY CHQ1 GZ 43,642.0 (4,330.0) (2,169.0) CINEPLEX INC CGX CN 2,089.7 (222.0) (293.3) CINEPLEX INC CX0 GR 2,089.7 (222.0) (293.3) CINEPLEX INC CPXGF US 2,089.7 (222.0) (293.3) CINEPLEX INC CX0 TH 2,089.7 (222.0) (293.3) CINEPLEX INC CGXEUR EU 2,089.7 (222.0) (293.3) CINEPLEX INC CGXN MM 2,089.7 (222.0) (293.3) CINEPLEX INC CX0 GZ 2,089.7 (222.0) (293.3) COGENT COMMUNICA CCOI US 1,020.7 (491.8) 291.9 COGENT COMMUNICA OGM1 GR 1,020.7 (491.8) 291.9 COGENT COMMUNICA CCOIEUR EU 1,020.7 (491.8) 291.9 COGENT COMMUNICA CCOI* MM 1,020.7 (491.8) 291.9 COHERUS BIOSCIEN CHRS US 550.9 (97.1) 277.0 COHERUS BIOSCIEN 8C5 GR 550.9 (97.1) 277.0 COHERUS BIOSCIEN 8C5 TH 550.9 (97.1) 277.0 COHERUS BIOSCIEN CHRSEUR EU 550.9 (97.1) 277.0 COHERUS BIOSCIEN 8C5 QT 550.9 (97.1) 277.0 COHERUS BIOSCIEN CHRSEUR EZ 550.9 (97.1) 277.0 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GLOB IHP GR 1,972.0 (301.6) 126.7 DINE BRANDS GLOB IHP TH 1,972.0 (301.6) 126.7 DINE BRANDS GLOB IHP GZ 1,972.0 (301.6) 126.7 DIVERSIFIED ENER DEC LN - - - DIVERSIFIED ENER DGOCGBX EU - - - DIVERSIFIED ENER DECL PO - - - DIVERSIFIED ENER DECL L3 - - - DIVERSIFIED ENER DECL B3 - - - DIVERSIFIED ENER DECL TQ - - - DIVERSIFIED ENER DGOCGBX EP - - - DIVERSIFIED ENER DGOCGBX EZ - - - DIVERSIFIED ENER DECL IX - - - DIVERSIFIED ENER DECL EB - - - DIVERSIFIED ENER DECL QX - - - DIVERSIFIED ENER DECL BQ - - - DIVERSIFIED ENER DECL S1 - - - DOLLARAMA INC DOL CN 4,400.8 (122.9) (298.2) DOLLARAMA INC DLMAF US 4,400.8 (122.9) (298.2) DOLLARAMA INC DR3 GR 4,400.8 (122.9) (298.2) DOLLARAMA INC DR3 GZ 4,400.8 (122.9) (298.2) DOLLARAMA INC DOLEUR EU 4,400.8 (122.9) (298.2) DOLLARAMA INC DR3 TH 4,400.8 (122.9) (298.2) DOLLARAMA INC DR3 QT 4,400.8 (122.9) (298.2) DOMINO'S P - BDR D2PZ34 BZ 1,646.4 (4,316.5) 247.7 DOMINO'S PIZZA EZV TH 1,646.4 (4,316.5) 247.7 DOMINO'S PIZZA EZV GR 1,646.4 (4,316.5) 247.7 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MBIA INC MBJ GR 4,015.0 (849.0) - MBIA INC MBJ QT 4,015.0 (849.0) - MBIA INC MBI1EUR EU 4,015.0 (849.0) - MBIA INC MBJ GZ 4,015.0 (849.0) - MCDONALD'S - CDR MCDS CN 48,501.6 (6,566.2) 2,254.7 MCDONALD'S - CDR MDO0 GR 48,501.6 (6,566.2) 2,254.7 MCDONALDS - BDR MCDC34 BZ 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MDO TH 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCD TE 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MDO GR 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCD* MM 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCD US 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCD SW 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCD CI 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MDO QT 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCDUSD EU 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCDUSD SW 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCDEUR EU 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MDO GZ 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCD AV 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCDUSD EZ 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCDEUR EZ 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP 0R16 LN 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCD-RM RM 48,501.6 (6,566.2) 2,254.7 MCDONALDS CORP MCDCL CI 48,501.6 (6,566.2) 2,254.7 MCDONALDS-CEDEAR MCDD AR 48,501.6 (6,566.2) 2,254.7 MCDONALDS-CEDEAR MCDC AR 48,501.6 (6,566.2) 2,254.7 MCDONALDS-CEDEAR MCD AR 48,501.6 (6,566.2) 2,254.7 MCKESSON CORP MCK* MM 63,081.0 (1,249.0) (1,909.0) MCKESSON CORP MCK GR 63,081.0 (1,249.0) (1,909.0) MCKESSON CORP MCK US 63,081.0 (1,249.0) (1,909.0) MCKESSON CORP MCK TH 63,081.0 (1,249.0) (1,909.0) MCKESSON CORP MCK1EUR EU 63,081.0 (1,249.0) (1,909.0) MCKESSON CORP MCK QT 63,081.0 (1,249.0) (1,909.0) MCKESSON CORP MCK GZ 63,081.0 (1,249.0) (1,909.0) MCKESSON CORP MCK1EUR EZ 63,081.0 (1,249.0) (1,909.0) MCKESSON CORP MCK-RM RM 63,081.0 (1,249.0) (1,909.0) MCKESSON-BDR M1CK34 BZ 63,081.0 (1,249.0) (1,909.0) MEDIAALPHA INC-A MAX US 265.2 (68.4) 6.0 METTLER-TO - BDR M1TD34 BZ 3,294.5 (82.8) 151.0 METTLER-TOLEDO MTD US 3,294.5 (82.8) 151.0 METTLER-TOLEDO MTO GR 3,294.5 (82.8) 151.0 METTLER-TOLEDO MTO QT 3,294.5 (82.8) 151.0 METTLER-TOLEDO MTO GZ 3,294.5 (82.8) 151.0 METTLER-TOLEDO MTO TH 3,294.5 (82.8) 151.0 METTLER-TOLEDO MTDEUR EU 3,294.5 (82.8) 151.0 METTLER-TOLEDO MTD* MM 3,294.5 (82.8) 151.0 METTLER-TOLEDO MTDEUR EZ 3,294.5 (82.8) 151.0 METTLER-TOLEDO MTD AV 3,294.5 (82.8) 151.0 METTLER-TOLEDO MTD-RM RM 3,294.5 (82.8) 151.0 MICROSTRATEG-BDR M2ST34 BZ 2,545.3 (200.3) (58.2) MICROSTRATEGY MSTR US 2,545.3 (200.3) (58.2) MICROSTRATEGY MIGA GR 2,545.3 (200.3) (58.2) MICROSTRATEGY MSTREUR EU 2,545.3 (200.3) (58.2) MICROSTRATEGY MIGA SW 2,545.3 (200.3) (58.2) MICROSTRATEGY MIGA TH 2,545.3 (200.3) (58.2) MICROSTRATEGY MIGA QT 2,545.3 (200.3) (58.2) MICROSTRATEGY MSTREUR EZ 2,545.3 (200.3) (58.2) MICROSTRATEGY MSTR* MM 2,545.3 (200.3) (58.2) MICROSTRATEGY MIGA GZ 2,545.3 (200.3) (58.2) MICROSTRATEGY MSTR-RM RM 2,545.3 (200.3) (58.2) MICROSTRATEGY MSTR AR 2,545.3 (200.3) (58.2) MONEYGRAM INTERN MGI US 4,389.1 (186.4) (11.3) MONEYGRAM INTERN 9M1N GR 4,389.1 (186.4) (11.3) MONEYGRAM INTERN 9M1N QT 4,389.1 (186.4) (11.3) MONEYGRAM INTERN 9M1N TH 4,389.1 (186.4) (11.3) MONEYGRAM INTERN MGIEUR EU 4,389.1 (186.4) (11.3) MOTOROLA SOL-BDR M1SI34 BZ 11,625.0 (394.0) 939.0 MOTOROLA SOL-CED MSI AR 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MTLA GR 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MSI* MM 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MTLA TH 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MSI US 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MOT TE 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MTLA QT 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MSI1EUR EU 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MTLA GZ 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MSI1EUR EZ 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MOSI AV 11,625.0 (394.0) 939.0 MOTOROLA SOLUTIO MSI-RM RM 11,625.0 (394.0) 939.0 MSCI INC 3HM GR 4,777.5 (1,077.4) 459.7 MSCI INC MSCI US 4,777.5 (1,077.4) 459.7 MSCI INC 3HM QT 4,777.5 (1,077.4) 459.7 MSCI INC 3HM SW 4,777.5 (1,077.4) 459.7 MSCI INC MSCI* MM 4,777.5 (1,077.4) 459.7 MSCI INC MSCIEUR EZ 4,777.5 (1,077.4) 459.7 MSCI INC 3HM GZ 4,777.5 (1,077.4) 459.7 MSCI INC 3HM TH 4,777.5 (1,077.4) 459.7 MSCI INC MSCI AV 4,777.5 (1,077.4) 459.7 MSCI INC MSCI-RM RM 4,777.5 (1,077.4) 459.7 MSCI INC-BDR M1SC34 BZ 4,777.5 (1,077.4) 459.7 NATHANS FAMOUS NATH US 84.0 (47.5) 56.6 NATHANS FAMOUS NFA GR 84.0 (47.5) 56.6 NATHANS FAMOUS NATHEUR EU 84.0 (47.5) 56.6 NEW ENG RLTY-LP NEN US 389.9 (59.4) - NINE ENERGY SERV NINE US 407.5 (32.1) 86.0 NINE ENERGY SERV NEJ GR 407.5 (32.1) 86.0 NINE ENERGY SERV NINE1EUR EU 407.5 (32.1) 86.0 NINE ENERGY SERV NINE1EUR EZ 407.5 (32.1) 86.0 NINE ENERGY SERV NEJ GZ 407.5 (32.1) 86.0 NINE ENERGY SERV NEJ TH 407.5 (32.1) 86.0 NINE ENERGY SERV NEJ QT 407.5 (32.1) 86.0 NOVAVAX INC NVV1 GR 2,267.4 (566.0) 92.0 NOVAVAX INC NVAX US 2,267.4 (566.0) 92.0 NOVAVAX INC NVV1 TH 2,267.4 (566.0) 92.0 NOVAVAX INC NVV1 QT 2,267.4 (566.0) 92.0 NOVAVAX INC NVAXEUR EU 2,267.4 (566.0) 92.0 NOVAVAX INC NVV1 GZ 2,267.4 (566.0) 92.0 NOVAVAX INC NVV1 SW 2,267.4 (566.0) 92.0 NOVAVAX INC NVAX* MM 2,267.4 (566.0) 92.0 NOVAVAX INC 0A3S LI 2,267.4 (566.0) 92.0 NOVAVAX INC NVV1 BU 2,267.4 (566.0) 92.0 NUTANIX INC - A NTNX US 2,357.4 (791.0) 524.3 NUTANIX INC - A 0NU GR 2,357.4 (791.0) 524.3 NUTANIX INC - A NTNXEUR EU 2,357.4 (791.0) 524.3 NUTANIX INC - A 0NU TH 2,357.4 (791.0) 524.3 NUTANIX INC - A 0NU QT 2,357.4 (791.0) 524.3 NUTANIX INC - A 0NU GZ 2,357.4 (791.0) 524.3 NUTANIX INC - A NTNXEUR EZ 2,357.4 (791.0) 524.3 NUTANIX INC - A NTNX-RM RM 2,357.4 (791.0) 524.3 NUTANIX INC-BDR N2TN34 BZ 2,357.4 (791.0) 524.3 O'REILLY AUT-BDR ORLY34 BZ 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT OM6 GR 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT ORLY US 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT OM6 TH 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT ORLY SW 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT OM6 QT 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT ORLY* MM 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT ORLYEUR EU 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT OM6 GZ 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT ORLY AV 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT ORLYEUR EZ 12,238.0 (1,205.5) (2,080.7) O'REILLY AUTOMOT ORLY-RM RM 12,238.0 (1,205.5) (2,080.7) OAK STREET HEALT OSH US 2,100.5 (155.6) 509.6 OAK STREET HEALT HE6 GZ 2,100.5 (155.6) 509.6 OAK STREET HEALT HE6 GR 2,100.5 (155.6) 509.6 OAK STREET HEALT OSH3EUR EU 2,100.5 (155.6) 509.6 OAK STREET HEALT HE6 TH 2,100.5 (155.6) 509.6 OAK STREET HEALT HE6 QT 2,100.5 (155.6) 509.6 OAK STREET HEALT OSH* MM 2,100.5 (155.6) 509.6 ORACLE BDR ORCL34 BZ 130,309.0 (5,449.0) (13,815.0) ORACLE CO-CEDEAR ORCLC AR 130,309.0 (5,449.0) (13,815.0) ORACLE CO-CEDEAR ORCL AR 130,309.0 (5,449.0) (13,815.0) ORACLE CO-CEDEAR ORCLD AR 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCL US 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORC GR 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCL* MM 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCL TE 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORC TH 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCL CI 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCL SW 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCLEUR EU 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORC QT 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCLUSD SW 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORC GZ 130,309.0 (5,449.0) (13,815.0) ORACLE CORP 0R1Z LN 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCL AV 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCLEUR EZ 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCLCL CI 130,309.0 (5,449.0) (13,815.0) ORACLE CORP ORCL-RM RM 130,309.0 (5,449.0) (13,815.0) ORGANON & CO OGN US 10,437.0 (1,066.0) 1,264.0 ORGANON & CO 7XP TH 10,437.0 (1,066.0) 1,264.0 ORGANON & CO OGN-WEUR EU 10,437.0 (1,066.0) 1,264.0 ORGANON & CO 7XP GR 10,437.0 (1,066.0) 1,264.0 ORGANON & CO OGN* MM 10,437.0 (1,066.0) 1,264.0 ORGANON & CO 7XP GZ 10,437.0 (1,066.0) 1,264.0 ORGANON & CO 7XP QT 10,437.0 (1,066.0) 1,264.0 ORGANON & CO OGN-RM RM 10,437.0 (1,066.0) 1,264.0 OTIS WORLDWI OTIS US 9,342.0 (4,733.0) (163.0) OTIS WORLDWI 4PG GR 9,342.0 (4,733.0) (163.0) OTIS WORLDWI 4PG GZ 9,342.0 (4,733.0) (163.0) OTIS WORLDWI OTISEUR EZ 9,342.0 (4,733.0) (163.0) OTIS WORLDWI OTISEUR EU 9,342.0 (4,733.0) (163.0) OTIS WORLDWI OTIS* MM 9,342.0 (4,733.0) (163.0) OTIS WORLDWI 4PG TH 9,342.0 (4,733.0) (163.0) OTIS WORLDWI 4PG QT 9,342.0 (4,733.0) (163.0) OTIS WORLDWI OTIS AV 9,342.0 (4,733.0) (163.0) OTIS WORLDWI OTIS-RM RM 9,342.0 (4,733.0) (163.0) OTIS WORLDWI-BDR O1TI34 BZ 9,342.0 (4,733.0) (163.0) OYSTER POINT PHA OYST US 109.2 (22.2) 68.5 PAPA JOHN'S INTL PZZA US 829.7 (257.4) (24.2) PAPA JOHN'S INTL PP1 GR 829.7 (257.4) (24.2) PAPA JOHN'S INTL PZZAEUR EU 829.7 (257.4) (24.2) PAPA JOHN'S INTL PP1 GZ 829.7 (257.4) (24.2) PAPA JOHN'S INTL PP1 TH 829.7 (257.4) (24.2) PAPA JOHN'S INTL PP1 QT 829.7 (257.4) (24.2) PAPAYA GROWTH -A PPYA US 296.2 280.8 0.9 PAPAYA GROWTH OP PPYAU US 296.2 280.8 0.9 PAPAYA GROWTH OP CC40 GR 296.2 280.8 0.9 PAPAYA GROWTH OP PPYAUEUR EU 296.2 280.8 0.9 PET VALU HOLDING PET CN 697.3 (25.3) 68.9 PETRO USA INC PBAJ US - (0.1) (0.1) PHATHOM PHARMACE PHAT US 201.9 (26.4) 174.9 PHILIP MORRI-BDR PHMO34 BZ 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PM1EUR EU 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PMI SW 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PM1 TE 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN 4I1 TH 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PM1CHF EU 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN 4I1 GR 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PM US 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PMIZ IX 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PMIZ EB 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN 4I1 QT 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN 4I1 GZ 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN 0M8V LN 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PMOR AV 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PM* MM 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PM1CHF EZ 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PM1EUR EZ 40,717.0 (7,403.0) (1,737.0) PHILIP MORRIS IN PM-RM RM 40,717.0 (7,403.0) (1,737.0) PITNEY BOW-CED PBI AR 4,593.1 (8.3) 111.3 PITNEY BOWES INC PBW GR 4,593.1 (8.3) 111.3 PITNEY BOWES INC PBI US 4,593.1 (8.3) 111.3 PITNEY BOWES INC PBW TH 4,593.1 (8.3) 111.3 PITNEY BOWES INC PBIEUR EU 4,593.1 (8.3) 111.3 PITNEY BOWES INC PBW QT 4,593.1 (8.3) 111.3 PITNEY BOWES INC PBIEUR EZ 4,593.1 (8.3) 111.3 PITNEY BOWES INC PBW GZ 4,593.1 (8.3) 111.3 PITNEY BOWES INC PBI-RM RM 4,593.1 (8.3) 111.3 PLANET FITNESS I P2LN34 BZ 2,846.3 (248.1) 282.3 PLANET FITNESS-A PLNT US 2,846.3 (248.1) 282.3 PLANET FITNESS-A 3PL TH 2,846.3 (248.1) 282.3 PLANET FITNESS-A 3PL GR 2,846.3 (248.1) 282.3 PLANET FITNESS-A 3PL QT 2,846.3 (248.1) 282.3 PLANET FITNESS-A PLNT1EUR EU 2,846.3 (248.1) 282.3 PLANET FITNESS-A PLNT1EUR EZ 2,846.3 (248.1) 282.3 PLANET FITNESS-A 3PL GZ 2,846.3 (248.1) 282.3 PRIME IMPACT A-A PIAI US 325.2 (12.3) (0.1) PRIME IMPACT ACQ PIAI/U US 325.2 (12.3) (0.1) PROS HOLDINGS IN PH2 GR 460.9 (27.7) 109.1 PROS HOLDINGS IN PRO US 460.9 (27.7) 109.1 PROS HOLDINGS IN PRO1EUR EU 460.9 (27.7) 109.1 PTC THERAPEUTICS PTCT US 1,576.4 (226.9) 97.2 PTC THERAPEUTICS BH3 GR 1,576.4 (226.9) 97.2 PTC THERAPEUTICS P91 TH 1,576.4 (226.9) 97.2 PTC THERAPEUTICS P91 QT 1,576.4 (226.9) 97.2 PTC THERAPEUTICS PTCTEUR EZ 1,576.4 (226.9) 97.2 RAPID7 INC RPD US 1,295.5 (142.3) (47.9) RAPID7 INC R7D GR 1,295.5 (142.3) (47.9) RAPID7 INC RPDEUR EU 1,295.5 (142.3) (47.9) RAPID7 INC R7D TH 1,295.5 (142.3) (47.9) RAPID7 INC RPD* MM 1,295.5 (142.3) (47.9) RAPID7 INC R7D GZ 1,295.5 (142.3) (47.9) RAPID7 INC R7D QT 1,295.5 (142.3) (47.9) REDWOODS ACQUISI RWODU US 117.2 112.6 0.3 REVLON INC-A REV* MM 2,520.6 (2,497.1) (6.0) RIMINI STREET IN RMNI US 333.3 (75.4) (61.6) RIMINI STREET IN 0QH GR 333.3 (75.4) (61.6) RIMINI STREET IN RMNIEUR EU 333.3 (75.4) (61.6) RIMINI STREET IN 0QH QT 333.3 (75.4) (61.6) RINGCENTRAL IN-A RNG US 2,315.7 (45.4) 135.4 RINGCENTRAL IN-A 3RCA GR 2,315.7 (45.4) 135.4 RINGCENTRAL IN-A RNGEUR EU 2,315.7 (45.4) 135.4 RINGCENTRAL IN-A 3RCA TH 2,315.7 (45.4) 135.4 RINGCENTRAL IN-A 3RCA QT 2,315.7 (45.4) 135.4 RINGCENTRAL IN-A RNGEUR EZ 2,315.7 (45.4) 135.4 RINGCENTRAL IN-A RNG* MM 2,315.7 (45.4) 135.4 RINGCENTRAL IN-A 3RCA GZ 2,315.7 (45.4) 135.4 RINGCENTRAL-BDR R2NG34 BZ 2,315.7 (45.4) 135.4 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 RADEUR EZ 8,367.1 (336.4) 922.1 RITE AID CORP RTA1 GZ 8,367.1 (336.4) 922.1 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 19S GZ 5,019.6 (732.0) 655.0 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 2,355.5 (420.3) (153.8) SEAWORLD ENTERTA W2L GR 2,355.5 (420.3) (153.8) SEAWORLD ENTERTA W2L TH 2,355.5 (420.3) (153.8) SEAWORLD ENTERTA SEASEUR EU 2,355.5 (420.3) (153.8) SEAWORLD ENTERTA W2L QT 2,355.5 (420.3) (153.8) SEAWORLD ENTERTA W2L GZ 2,355.5 (420.3) (153.8) SILVER SPIKE-A SPKC/U CN 128.5 (6.3) 0.5 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 2,704.1 (421.8) (212.8) SIX FLAGS ENTERT 6FE GR 2,704.1 (421.8) (212.8) SIX FLAGS ENTERT SIXEUR EU 2,704.1 (421.8) (212.8) SIX FLAGS ENTERT 6FE TH 2,704.1 (421.8) (212.8) SIX FLAGS ENTERT 6FE QT 2,704.1 (421.8) (212.8) SLEEP NUMBER COR SNBR US 940.8 (437.5) (725.6) SLEEP NUMBER COR SL2 GR 940.8 (437.5) (725.6) SLEEP NUMBER COR SNBREUR EU 940.8 (437.5) (725.6) SLEEP NUMBER COR SL2 TH 940.8 (437.5) (725.6) SLEEP NUMBER COR SL2 QT 940.8 (437.5) (725.6) SLEEP NUMBER COR SL2 GZ 940.8 (437.5) (725.6) SMILEDIRECTCLUB SDC* MM 631.8 (321.9) 190.3 SPIRIT AEROSYS-A S9Q GR 6,713.6 (45.6) 932.8 SPIRIT AEROSYS-A SPR US 6,713.6 (45.6) 932.8 SPIRIT AEROSYS-A S9Q TH 6,713.6 (45.6) 932.8 SPIRIT AEROSYS-A SPREUR EU 6,713.6 (45.6) 932.8 SPIRIT AEROSYS-A S9Q QT 6,713.6 (45.6) 932.8 SPIRIT AEROSYS-A S9Q GZ 6,713.6 (45.6) 932.8 SPIRIT AEROSYS-A SPR-RM RM 6,713.6 (45.6) 932.8 SPLUNK INC SPLK US 5,251.3 (569.6) 525.9 SPLUNK INC S0U GR 5,251.3 (569.6) 525.9 SPLUNK INC S0U TH 5,251.3 (569.6) 525.9 SPLUNK INC S0U QT 5,251.3 (569.6) 525.9 SPLUNK INC SPLK SW 5,251.3 (569.6) 525.9 SPLUNK INC SPLKEUR EU 5,251.3 (569.6) 525.9 SPLUNK INC SPLK* MM 5,251.3 (569.6) 525.9 SPLUNK INC SPLKEUR EZ 5,251.3 (569.6) 525.9 SPLUNK INC S0U GZ 5,251.3 (569.6) 525.9 SPLUNK INC SPLK-RM RM 5,251.3 (569.6) 525.9 SPLUNK INC - BDR S1PL34 BZ 5,251.3 (569.6) 525.9 SPRING VALLEY AC SVIIU US 0.7 (0.0) (0.7) SPRING VALLEY AC SVII US 0.7 (0.0) (0.7) SQUARESPACE IN-A SQSP US 962.8 (62.1) (98.7) SQUARESPACE IN-A 8DT GR 962.8 (62.1) (98.7) SQUARESPACE IN-A 8DT GZ 962.8 (62.1) (98.7) SQUARESPACE IN-A SQSPEUR EU 962.8 (62.1) (98.7) SQUARESPACE IN-A 8DT TH 962.8 (62.1) (98.7) SQUARESPACE IN-A 8DT QT 962.8 (62.1) (98.7) 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) 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 SW 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 TORRID HOLDINGS CURV US 556.6 (238.7) (56.4) TRANSDIGM - BDR T1DG34 BZ 18,107.0 (3,766.0) 4,223.0 TRANSDIGM GROUP T7D GR 18,107.0 (3,766.0) 4,223.0 TRANSDIGM GROUP TDG US 18,107.0 (3,766.0) 4,223.0 TRANSDIGM GROUP T7D QT 18,107.0 (3,766.0) 4,223.0 TRANSDIGM GROUP TDGEUR EU 18,107.0 (3,766.0) 4,223.0 TRANSDIGM GROUP T7D TH 18,107.0 (3,766.0) 4,223.0 TRANSDIGM GROUP TDG* MM 18,107.0 (3,766.0) 4,223.0 TRANSDIGM GROUP TDGEUR EZ 18,107.0 (3,766.0) 4,223.0 TRANSDIGM GROUP TDG-RM RM 18,107.0 (3,766.0) 4,223.0 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 1,568.3 (702.1) 443.5 TRIUMPH GROUP TGI US 1,568.3 (702.1) 443.5 TRIUMPH GROUP TGIEUR EU 1,568.3 (702.1) 443.5 TRIUMPH GROUP TG7 TH 1,568.3 (702.1) 443.5 TRIUMPH GROUP TG7 GZ 1,568.3 (702.1) 443.5 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 937.2 (325.5) 350.1 UBIQUITI INC UI US 937.2 (325.5) 350.1 UBIQUITI INC UBNTEUR EU 937.2 (325.5) 350.1 UBIQUITI INC 3UB TH 937.2 (325.5) 350.1 UNISYS CORP UISEUR EU 2,058.1 (135.3) 236.4 UNISYS CORP UIS US 2,058.1 (135.3) 236.4 UNISYS CORP UIS SW 2,058.1 (135.3) 236.4 UNISYS CORP USY1 TH 2,058.1 (135.3) 236.4 UNISYS CORP USY1 GR 2,058.1 (135.3) 236.4 UNISYS CORP USY1 GZ 2,058.1 (135.3) 236.4 UNISYS CORP USY1 QT 2,058.1 (135.3) 236.4 UNISYS CORP UISEUR EZ 2,058.1 (135.3) 236.4 UNITI GROUP INC UNIT US 4,811.0 (2,260.2) - UNITI GROUP INC 8XC GR 4,811.0 (2,260.2) - UNITI GROUP INC 8XC TH 4,811.0 (2,260.2) - UNITI GROUP INC 8XC GZ 4,811.0 (2,260.2) - UROGEN PHARMA LT URGN US 128.5 (63.3) 102.6 UROGEN PHARMA LT UR8 GR 128.5 (63.3) 102.6 UROGEN PHARMA LT URGNEUR EU 128.5 (63.3) 102.6 VECTOR GROUP LTD VGR GR 1,049.3 (823.3) 281.6 VECTOR GROUP LTD VGR US 1,049.3 (823.3) 281.6 VECTOR GROUP LTD VGR QT 1,049.3 (823.3) 281.6 VECTOR GROUP LTD VGREUR EU 1,049.3 (823.3) 281.6 VECTOR GROUP LTD VGREUR EZ 1,049.3 (823.3) 281.6 VECTOR GROUP LTD VGR TH 1,049.3 (823.3) 281.6 VECTOR GROUP LTD VGR GZ 1,049.3 (823.3) 281.6 VERISIGN INC VRS TH 1,744.4 (1,542.4) (46.6) VERISIGN INC VRS GR 1,744.4 (1,542.4) (46.6) VERISIGN INC VRSN US 1,744.4 (1,542.4) (46.6) VERISIGN INC VRS QT 1,744.4 (1,542.4) (46.6) VERISIGN INC VRSNEUR EU 1,744.4 (1,542.4) (46.6) 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 2,959.0 (1,740.2) (528.4) W&T OFFSHORE INC WTI US 1,490.3 (55.0) 229.8 W&T OFFSHORE INC UWV GR 1,490.3 (55.0) 229.8 W&T OFFSHORE INC WTI1EUR EU 1,490.3 (55.0) 229.8 W&T OFFSHORE INC UWV TH 1,490.3 (55.0) 229.8 W&T OFFSHORE INC UWV GZ 1,490.3 (55.0) 229.8 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 18,339.0 (2,755.0) (1,228.0) WINGSTOP INC WING US 411.0 (406.6) 162.4 WINGSTOP INC EWG GR 411.0 (406.6) 162.4 WINGSTOP INC WING1EUR EU 411.0 (406.6) 162.4 WINGSTOP INC EWG GZ 411.0 (406.6) 162.4 WINMARK CORP WINA US 33.7 (60.4) 9.6 WINMARK CORP GBZ GR 33.7 (60.4) 9.6 WORKIVA INC WK US 776.6 (5.5) 192.1 WORKIVA INC 0WKA GR 776.6 (5.5) 192.1 WORKIVA INC WKEUR EU 776.6 (5.5) 192.1 WORKIVA INC 0WKA TH 776.6 (5.5) 192.1 WORKIVA INC 0WKA QT 776.6 (5.5) 192.1 WORKIVA INC WK* MM 776.6 (5.5) 192.1 WW INTERNATIONAL WW US 1,092.8 (659.5) 89.8 WW INTERNATIONAL WW6 GR 1,092.8 (659.5) 89.8 WW INTERNATIONAL WW6 TH 1,092.8 (659.5) 89.8 WW INTERNATIONAL WTWEUR EU 1,092.8 (659.5) 89.8 WW INTERNATIONAL WW6 QT 1,092.8 (659.5) 89.8 WW INTERNATIONAL WW6 GZ 1,092.8 (659.5) 89.8 WW INTERNATIONAL WW6 SW 1,092.8 (659.5) 89.8 WW INTERNATIONAL WTW AV 1,092.8 (659.5) 89.8 WW INTERNATIONAL WTWEUR EZ 1,092.8 (659.5) 89.8 WW INTERNATIONAL WW-RM RM 1,092.8 (659.5) 89.8 WYNN RESORTS LTD WYR GR 11,779.3 (1,597.0) 688.4 WYNN RESORTS LTD WYNN* MM 11,779.3 (1,597.0) 688.4 WYNN RESORTS LTD WYNN US 11,779.3 (1,597.0) 688.4 WYNN RESORTS LTD WYR TH 11,779.3 (1,597.0) 688.4 WYNN RESORTS LTD WYR QT 11,779.3 (1,597.0) 688.4 WYNN RESORTS LTD WYNNEUR EU 11,779.3 (1,597.0) 688.4 WYNN RESORTS LTD WYR GZ 11,779.3 (1,597.0) 688.4 WYNN RESORTS LTD WYNNEUR EZ 11,779.3 (1,597.0) 688.4 WYNN RESORTS LTD WYNN-RM RM 11,779.3 (1,597.0) 688.4 WYNN RESORTS-BDR W1YN34 BZ 11,779.3 (1,597.0) 688.4 YELLOW CORP YELL US 2,450.9 (335.9) 224.9 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 ***