/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230118.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 18, 2023, Vol. 27, No. 17 Headlines 1601 17TH PLACE: Case Summary & Four Unsecured Creditors 1605 17TH STREET: Case Summary & Seven Unsecured Creditors 1609 17TH PLACE: Case Summary & Seven Unsecured Creditors 1616 27TH STREET: Case Summary & Four Unsecured Creditors 1716 R STREET: Case Summary & Seven Unsecured Creditors 29 NORTH MAIN: Unsecureds Owed $58,671 Unimpaired in Plan 360 TV VENTURES: Seeks Chapter 11 Bankruptcy Protection 4220 NINTH STREET: Case Summary & Five Unsecured Creditors 425 MARCY AVENUE: Case Summary & One Unsecured Creditor 4649 HILLSIDE ROAD: Case Summary & Four Unsecured Creditors 4722 SNYDER: Case Summary & Three Unsecured Creditors 4TH AVENUE APARTMENTS: Seeks Conditional Approval of Disclosures 4TH AVENUE APARTMENTS: Unsecured be Paid in 12 Monthly Installments 5280 AURARIA: Court OKs Interim Cash Collateral Access ALPHA MEDIA: Urges FCC to Increase Foreign Ownership Limits AMC ENTERTAINMENT: $2B Bank Debt Trades at 39% Discount AMERICAN AUTO: $570M Bank Debt Trades at 19% Discount AMERICAN VIRTUAL: Jan. 19 Deadline Set for Panel Questionnaires ANASTASIA PARENT: $650M Bank Debt Trades at 22% Discount ASURION LLC: $2.68B Bank Debt Trades at 18% Discount AUSPICIOUS INC: Voluntary Chapter 11 Case Summary AVAYA INC: $800M Bank Debt Trades at 69% Discount BACKUP TECHNOLOGY: Voluntary Chapter 11 Case Summary BAKELITE US HOLDCO: Fitch Affirms IDR at 'BB', Outlook Stable BED BATH & BEYOND: Taps AlixPartners as Bankruptcy Looms BELLA RANCH: Voluntary Chapter 11 Case Summary BLOCKFI INC: To Disclose Finances Breakdown Amid Bankruptcy CAMLEM TRADE: Wins Cash Collateral Access Thru Jan 31 CASTLE US HOLDING: EUR500M Bank Debt Trades at 30% Discount CE BRANDS: Completes Restructuring of Vesta Loan Facility CORE SCIENTIFIC: Expects to Continue Grand Forks, ND Operations CORE SCIENTIFIC: Intends to Sell Muskogee Site in Chapter 11 CYXTERA DC: $100M Bank Debt Trades at 18% Discount CYXTERA DC: $815M Bank Debt Trades at 18% Discount DEXKO GLOBAL: EUR584.2M Bank Debt Trades at 16% Discount DODGE DATA: $130M Bank Debt Trades at 28% Discount EAST BROADWAY: Says Bank's Disclosure Statement Inadequate EL MONTE NATURE: Amends Unsecureds & Several Secured Claims Pay ELITE HOME: Unsecureds to Recover 7%-14% in Joint Liquidating Plan ENVISION HEALTHCARE: $1B Bank Debt Trades at 74% Discount ENVISION HEALTHCARE: $2.20B Bank Debt Trades at 66% Discount ENVISION HEALTHCARE: $5.45B Bank Debt Trades at 74% Discount EYECARE PARTNERS: $440M Bank Debt Trades at 18% Discount FAST RADIUS: Unsecureds to Recover 6% to 8% in Sale Plan FB DEBT: Court OKs Cash Collateral Access, $16.2MM DIP Loan FB DEBT: Jan. 19 Deadline Set for Panel Questionnaires FTX TRADING: 100+ Parties Interested in Buying Part of FTX FTX TRADING: U.S. and Bahamas to Team Up to Recover Crypto Assets GIGAMONSTER NETWORKS: Case Summary & 30 Top Unsecured Creditors GIRARDI & KEESE: Court Orders Former CFO Kamon to Stay in Jail GOTO GROUP: $2.25B Bank Debt Trades at 39% Discount JAMES & JAN: Starts Subchapter V Bankruptcy Case JO-ANN STORES: $675M Bank Debt Trades at 39% Discount KDR SUPPLY: Continued Operations to Fund Plan Payments KENWOOD COMMONS: Unsecureds to Recover 56% in Lender's Plan KREWE ENERGY: Case Summary & 20 Largest Unsecured Creditors KREWE-TBAY LLC: Case Summary & 20 Largest Unsecured Creditors LASHLINER INC: Expects Unsecureds Owed $2M to be Paid in Full LAURAVIN LUXURY: Case Summary & Three Unsecured Creditors LERAE TOWERS II: Case Summary & Three Unsecured Creditors LERAE TOWERS: Case Summary & Three Unsecured Creditors LITTCO METALS: Construction Firm Files Subchapter V Case LOGIX HOLDING: $250M Bank Debt Trades at 18% Discount LOTUS SKY: Court OKs Final Cash Collateral Access MAGNOLIA OFFICE: Jan. 18 Hearing on Disclosure Statement MATRIX PARENT: $380M Bank Debt Trades at 18% Discount MAVERICK GAMING: $310M Bank Debt Trades at 18% Discount MIA PROCESSING: Case Summary & 15 Unsecured Creditors MLN US HOLDCO: $1.12B Bank Debt Trades at 67% Discount NASHEF LLC: Hits Chapter 11; UST Drops Dismissal Bid NAUTICAL SOLUTIONS: Files for Chapter 11 With Plan NERVIVE INC: Commences Subchapter V Bankruptcy Case NEWAGE INC: TO Seek Plan Confirmation on Feb. 8, 2023 ON MARINE: US Trustee Has Issues With Exculpation Provisions ORBCOMM INC: $360M Bank Debt Trades at 18% Discount OUR CITY MEDIA: Court OKs Cash Collateral Access Thru April 30 PACESETTER MANUFACTURING: Court OKs Cash Use Thru Feb 7 PERFORMANCE POWERSPORTS: Case Summary & 30 Unsecured Creditors PERFORMANCE POWERSPORTS: Seeks $10MM DIP Loan from Tankas Funding PIPELINE HEALTH: Updates UCC Settlement; Files Amended Plan PLUTO ACQUISITION: $873.4M Bank Debt Trades at 28% Discount POLAR US BORROWER: $1.48B Bank Debt Trades at 16% Discount POWER STOP: $395M Bank Debt Trades at 33% Discount QUEST SOFTWARE: $2.81B Bank Debt Trades at 16% Discount RED PLANET: $1.40B Bank Debt Trades at 34% Discount REDSTONE HOLDCO 2: $1.11B Bank Debt Trades at 27% Discount RESEARCH NOW: $250M Bank Debt Trades at 38% Discount RISING TIDE: $400M Bank Debt Trades at 57% Discount ROOF IT BETTER: Wins Interim Cash Collateral Access RPJ HOSPITALITY: Files for Chapter 11 Bankruptcy RUNNER BUYER: $500M Bank Debt Trades at 24% Discount S2 ENERGY 1: Case Summary & 20 Largest Unsecured Creditors S2 ENERGY OPERATING: Case Summary & 20 Top Unsecured Creditors SERVICIOS CORPORATIVOS JAVER: Fitch Affirms LongTerm 'BB-' IDRs SILVER INVESTORS: Unsecured Creditors to be Paid in Full in Plan SNC VENTURES: Seeks Cash Collateral Access, $270,000 DIP Loan SPIN HOLDCO: $2B Bank Debt Trades at 20% Discount STRUCTURAL TECHNOLOGY: Files Emergency Bid to Use Cash Collateral TRICIDA INC: Jan. 19 Deadline Set for Panel Questionnaires URBAN COMMONS: Wins Cash Collateral Access, $6MM DIP Loan US TELEPACIFIC: $655M Bank Debt Trades at 66% Discount WASHINGTONIAN LLC: Case Summary & Four Unsecured Creditors Z FLATS: Case Summary & Four Unsecured Creditors [*] 10 Largest U.S. Retail Bankruptcies From 2017 to 2022 [] 10 Retailers to Watch for Bankruptcy Filing in 2023 ********* 1601 17TH PLACE: Case Summary & Four Unsecured Creditors -------------------------------------------------------- Debtor: 1601 17th Place Flats LLC 1601 17th Place, SE Washington, DC 20020 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00020 Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UARYOEA/1601_17th_Place_Flats_LLC__dcbke-23-00020__0001.0.pdf?mcid=tGE4TAMA 1605 17TH STREET: Case Summary & Seven Unsecured Creditors ---------------------------------------------------------- Debtor: 1605 17th Street Flats LLC 1605 17th Street, SE Washington, DC 20020 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00019 Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/X2VPM7A/1605_17th_Street_Flats_LLC__dcbke-23-00019__0001.0.pdf?mcid=tGE4TAMA 1609 17TH PLACE: Case Summary & Seven Unsecured Creditors --------------------------------------------------------- Debtor: 1609 17th Place Flats LLC 1609 17th Place, SE Washington, DC 20020 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00021 Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JM4CHFQ/1609_17th_Place_Flats_LLC__dcbke-23-00021__0001.0.pdf?mcid=tGE4TAMA 1616 27TH STREET: Case Summary & Four Unsecured Creditors --------------------------------------------------------- Debtor: 1616 27th Street Flats L.L.C. 1616 27th Street, SE Washington, DC 20020 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00024 Judge: Hon. Elizabeth L. Gunn Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HCKYFUA/1616_27th_Street_Flats_LLC__dcbke-23-00024__0001.0.pdf?mcid=tGE4TAMA 1716 R STREET: Case Summary & Seven Unsecured Creditors ------------------------------------------------------- Debtor: 1716 R Street Flats LLC 1716 R Street, SE Washington, DC 20020 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00017 Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XJQNHJA/1716_R_Street_Flats_LLC__dcbke-23-00017__0001.0.pdf?mcid=tGE4TAMA 29 NORTH MAIN: Unsecureds Owed $58,671 Unimpaired in Plan --------------------------------------------------------- 29 North Main, LLC submitted a Plan and a Disclosure Statement. The Debtor will continue in possession of the Property and propose to fund payment of the Plan with the rental income received from the first floor and second floor tenants all as more fully set forth in the Disclosure Statement and Plan. Class 5, Equity Class, composed of one individual, will retain its equity interest in exchange for substantial contributions toward the Plan. The Debtor shall fund the Chapter 11 Plan through business operations consisting of rental income from River's Edge and the second-floor tenant. River's Edge and JD have agreed to make contributions to the Debtor as may be needed in the future. In addition, JD has agreed to sell the restaurant to satisfy the obligations of the Debtor. JD is in the initial stages of the sale process and is in discussions with multiple parties that have expressed an interest. JD would like to sell River's Edge and maintain his interest in the Debtor, but has agreed to sell his interest in the Debtor or the property of the Debtor if that is necessary to satisfy the debt owed to Velocity and the Debtor's other creditors. JD shall complete the sale of River's Edge and possibly the Debtor within 24 months of the Effective Date of the Plan. Under the Plan, Class 4 Unsecured Nonpriority Claims of People's United Bank, N.A. n/k/a M&T Bank, N.A. total $58,672. Payments for this class shall total $58,672, being comprised of the outstanding obligation owed to M&T Bank. Payment shall be made on a monthly basis, with the applicable contract interest rate by JD or his wife, who executed a Guaranty of this obligation. Payment on Class 5 shall be made at the regular monthly amount due to M&T Bank. Class 4 is unimpaired. Attorney for the Debtor: Stuart H. Caplan, Esquire, Esq. LAW OFFICES OF NEIL CRANE, LLC 2679 Whitney Avenue Hamden, CT 06518 Tel: (203) 230-2233 E-mail: stuart@neilcranelaw.com A copy of the Disclosure Statement dated Jan. 6, 2023, is available at https://bit.ly/3QoUDZY from PacerMonitor.com. About 29 North Main 29 North Main, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 22-30642) on Oct. 11, 2022, with up to $500,000 in both assets and liabilities. Stuart H. Caplan, Esq., at the Law Offices of Neil Crane, LLC represents the Debtor as counsel. 360 TV VENTURES: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------- Phantom 360 Ventures LLC filed for chapter 11 protection. The Debtor disclosed $1,314,500 in assets, solely on account of real property, against $1,364,198 in total liabilities. The Debtor owns the property at 1060 Morada Drive Orange, CA 92869. Secured creditor Shellpoint Mortgage is owed $1,239,198. 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 Feb. 13, 2023, at 2:00 PM at UST-SA1, TELEPHONIC MEETING. CONFERENCE LINE:1-866-919-0527, PARTICIPANT CODE:2240227. About Phantom 360 Ventures Phantom 360 Ventures LLC is the owner in fee simple title of a property located at 1060 Morada Drive Orange, CA 92869 valued at $1.31 million. Phantom 360 Ventures LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10030) on Jan. 8, 2023. In the petition filed by Ahmad J. Tukhin, as CEO, the Debtor reported assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Onyinye N Anyama, Esq. Anyama Law Firm, A Professional Corp 1060 Morada Drive Orange, CA 92869 4220 NINTH STREET: Case Summary & Five Unsecured Creditors ---------------------------------------------------------- Debtor: 4220 Ninth Street Flats LLC 4220 9th Street, SE Washington, DC 20032 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00027 Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VZKTGAI/4220_Ninth_Street_Flats_LLC__dcbke-23-00027__0001.0.pdf?mcid=tGE4TAMA 425 MARCY AVENUE: Case Summary & One Unsecured Creditor ------------------------------------------------------- Debtor: 425 Marcy Avenue LLC 81 Maple Avenue Woodridge, NY 12789 Business Description: The Debtor owns a property located at 419- 427 Marcy Avenue, Brooklyn, New York, valued at $19.6 million. Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-40118 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Rachel S. Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFELD PLLC 26 Court Street Suite 2220 Brooklyn, NY 11242 Tel: 718-858-9600 Fax: 718-858-960` Email: rachel@blumenfeldbankruptcy.com Total Assets: $19,600,000 Total Liabilities: $31,033,782 The petition was signed by Aron Lebovits as owner. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V4Q2JVI/425_Marcy_Avenue_LLC__nyebke-23-40118__0001.0.pdf?mcid=tGE4TAMA Debtor's One Unsecured Creditor: Entity Nature of Claim Claim Amount DW Marcy LLC Loan $31,033,782 590 Madison Avenue 13th Floor Attn: Houdin Honarvar New York, NY 10022 4649 HILLSIDE ROAD: Case Summary & Four Unsecured Creditors ----------------------------------------------------------- Debtor: 4649 Hillside Road Flats LLC 4649 Hillside Road, SE Washington, DC 20019 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00028 Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2BZAMFQ/4649_Hillside_Road_Flats_LLC__dcbke-23-00028__0001.0.pdf?mcid=tGE4TAMA 4722 SNYDER: Case Summary & Three Unsecured Creditors ----------------------------------------------------- Debtor: 4722 Snyder Avenue 4722 Snyder Avenue Brooklyn, NY 11203 Business Description: The Debtor is the fee simple owner of a multifamily apartment building located at 4722 Snyder Avenue, Brooklyn, NY 11203 valued at $1.5 million. Chapter 11 Petition Date: January 17, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-40132 Debtor's Counsel: Alan C. Stein, Esq. LAW OFFICE OF ALAN C. STEIN P.C. 7600 Jericho Turnpike Suite 308 Woodbury, NY 11797 Tel: (516) 932-1800 Fax: (516) 932-0220 Email: Alan@alanstein.net Total Assets: $1,541,000 Total Liabilities: $1,209,129 The petition was signed by Hensley M. Hercules as owner. 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/3GVBWDY/4722_Snyder_Avenue__nyebke-23-40132__0001.0.pdf?mcid=tGE4TAMA 4TH AVENUE APARTMENTS: Seeks Conditional Approval of Disclosures ---------------------------------------------------------------- 4th Avenue Apartments, LLC, filed a motion seeking an order conditionally approving its disclosure statement and scheduling a combined disclosure statement approval and plan confirmation hearing. The Debtor proposes this schedule for the combined hearing on final approval of the Disclosure Statement and confirmation of the Plan:. * The voting record date deadline is the date of entry of the order conditionally approving the Disclosure Statement. * The Plan solicitation and mailing of combined notice completion date will be on January 19, 2023. * The Plan Supplement filing deadline will be on February 9, 2023. * The Plan voting deadline and deadline to object to Disclosure Statement and Confirmation will be on February 16, 2023, at 4:00 p.m. (CT). * The combined hearing on final approval of the Disclosure Statement and confirmation of Plan will be on February 23, 2023. The information provided in the Disclosure Statement is sufficient in type and detail to enable creditors and equity security holders to make an informed judgment about the Plan, as required by Section 1125(a) of the Bankruptcy Code. The Disclosure Statement thoroughly discusses (i) the history of the Debtor, (ii) the major events during the bankruptcy case, (iii) the terms of the Plan, (iv) tax implications of the Plan on certain creditor and equity interest classes, (v) alternatives to the Plan, including liquidation under chapter 7, (vi) the conditions to and means of implementing the Plan, including provisions related the Reorganized Debtor, and (vii) the feasibility of the Plan. The Debtor seeks expedited consideration of the Motion. The Debtor would potentially suffer harm by incurring additional administrative costs if these cases were to drag on. Proposed Counsel to the Debtor and Debtor in Possession: Lenard M. Parkins, Esq. Charles M. Rubio, Esq. Matthew W. Bourda, Esq. PARKINS & RUBIO LLP 700 Milam Street, Suite 1300 Houston, TX 77002 Tel: (713) 715-1660 Fax: (713) 715-1669 E-mail: lparkins@parkinsrubio.com crubio@parkinsrubio.com mbourda@parkinsrubio.com About 4th Avenue Apartments 4th Avenue Apartments LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). On the Web: https://wildmountaincapital.com/ 4th Avenue Apartments LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-51475) on Dec. 29, 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: Lenard M. Parkins, Esq. Parkins & Rubio LLP 2115 Stephens Place Suite 1100 New Braunfels, TX 78130 4TH AVENUE APARTMENTS: Unsecured be Paid in 12 Monthly Installments ------------------------------------------------------------------- 4th Avenue Apartments, LLC submitted a Chapter 11 Plan and a Disclosure Statement. On March 5, 2021, the Debtor purchased the property, a multifamily apartment complex with 52 units. On the same day, the Debtor entered into a note with the Lender in the amount of $1,700,000 to purchase the Property. The Lender holds the First Lien Secured Claim and an assignment of rents on the Property. Based on the Debtor's review, the mortgage and assignment of rents are properly filed and perfected. At the time of its purchase, the Property had been nearly abandoned and in total neglect. Of the 52 units, only 6 contained residents and only a handful of those were paying rents and many of the buildings had been condemned by the city. The Phenix City officials have been incredibly supportive of the Debtor's efforts, and the Debtor has created a community that provides clean, safe, and affordable housing. Now, the Property has a 65% occupancy rate. On Dec. 21, 2022, the Debtor engaged in a new capital raise to raise the capital necessary to file, confirm, and implement a successful chapter 11 plan and pay related costs in connection therewith including holding costs for the Property. The Debtor believes with the new capital, it can complete all renovations, fully lease-up the Property, confirm the Plan and generate substantial, sustainable positive long-term cash flow which will be more than sufficient to pay all secured and unsecured claims in full over time and preserve substantial equity value for Investors The Plan has identified three classes of claims to be treated under the Plan: a First Lien Secured Claim, a Property Tax Claim, and General Unsecured Claims. It is provided in the Plan, that the Debtor's equity Investors will provide necessary funding to implement the Plan, including providing any additional cash that may be required to help cover the cost of approved Professional Fees incurred during the case. The Reorganized Debtor will hold 100% ownership of the Property and will be burdened with a new multi-year debt instrument reflecting a restructured First Lien Secured Claim. The Plan proposes to restructure the Property Tax Claim and the General Unsecured Claims by paying these claims over time. Wild Mountain Holdings, LLC will continue to serve as the manager for the Reorganized Debtor and will be entitled to the management fees set forth in the governance documents to be approved as part of the confirmation of the Plan. Under the Plan, General Unsecured Claims total $7,000. The Allowed amount of the General Unsecured Claims will be paid in twelve monthly installments commencing on the first day of the month following the Effective Date and continuing the first day of the month thereafter until the debts are paid in full. The holders of the General Unsecured Claim will not receive any interest on account of their claims. The holders of General Unsecured Claims are Impaired and entitled to vote. Proposed Counsel to the Debtor: Lenard M. Parkins, Esq. Charles M. Rubio, Esq. Matthew W. Bourda, Esq. PARKINS & RUBIO LLP 700 Milam Street, Suite 1300 Houston, TX 77002 Tel: (713) 715-1660 Fax: (713) 715-1669 E-mail: lparkins@parkinsrubio.com crubio@parkinsrubio.com mbourda@parkinsrubio.com A copy of the Disclosure Statement dated Jan. 6, 2023, is available at https://bit.ly/3GPzxkj from PacerMonitor.com. About 4th Avenue Apartments 4th Avenue Apartments LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). The Company is one of several affiliated companies that purchase, refurbish, operate, and manage residential real estate as attractive investment opportunities. The Company owns a 52-unit garden-style apartment community built between 1950 and 1956 in Phenix City, Alabama, part of the Columbus, Georgia Metropolitan Statistical Area, and directly across the Chattahoochee River from Fort Benning. The Property comprises 13 buildings totaling 59,200 sq. ft. at an average of 1,138 sq. ft. per unit. On the Web: https://wildmountaincapital.com/ 4th Avenue Apartments LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-51475) on Dec. 29, 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: Lenard M. Parkins, Esq. Parkins & Rubio LLP 2115 Stephens Place Suite 1100 New Braunfels, TX 78130 5280 AURARIA: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Colorado authorized 5280 Auraria, LLC to use cash collateral on an interim basis in accordance with its agreement with DB Auraria, LLC. The Court said the Debtor may only use cash collateral in accordance with the interim budget, with a 15% variance. The estimated expenses may exceed these limits with prior written approval from DB Auraria, LLC and Auraria Stub, LLC. The Debtor is also permitted to use cash collateral, if necessary, to make interest or adequate protection payments to the Lenders as ordered by the Court. The Debtor is directed to provide the Lenders, on or before the 10th day of the following month, an accounting for the prior month of all revenue, cash expenditures and collections, with a comparison to budget. The Debtor will continue to file monthly operating reports with the same type of information provided in prior reports. A final hearing on the matter is set for February 2, 2023 at 10 a.m. A copy of the order is available at https://bit.ly/3IQ3ja4 from PacerMonitor.com. About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is the Debtor's counsel. ALPHA MEDIA: Urges FCC to Increase Foreign Ownership Limits ----------------------------------------------------------- Mid-Missouri News reports that a local media group is behind a push to expand the Federal Communication Commission laws on foreign ownership limits. Alpha Media, two years removed from Chapter 11 bankruptcy reorganization, finds itself now owned by the sponsors that held second lien note claims, prior to the chapter 11 process. They include several private equity growth funds, some with overseas' owners. Alpha has petitioned the FCC to move beyond the current 25% cap on foreign ownership, saying its reorganization plan would likely mean that a "substantial majority" of the new equity warrants would be held by foreign entities, pushing its non-U.S. ownership well beyond the current 25% cap. Alpha's new plan expects to have foreign ownership levels somewhere between 70 and -100%. The proposal cleared its first hurdle last Friday, January 6, 2023, as the FCC announced it has forwarded the proposal to other federal agencies for review of any national security, law enforcement, foreign policy, or trade policy concerns. Alpha Media operates 236 full-power stations and FM translators in the US, including mid-Missouri outlets, KRES-FM, KWIX-AM, KWIX-FM all in Moberly, KIRK-FM in Macon, and KTCM in Madison. About Alpha Media Holdings Alpha Media is a privately held radio broadcast and multimedia company. Formed in 2009 by a veteran radio executive, Alpha Media grew through acquisitions and now owns or operates more than 200 radio stations that provide local news, sports, music, and entertainment to a weekly audience of more than 11 million listeners in 44 communities across the United States. In addition to its radio stations, Alpha Media provides digital content through more than 200 websites and countless mobile applications and digital streaming services. Alpha Media and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 21-30209) on Jan. 25, 2021. John Grossi, chief financial officer, signed the petitions. At the time of the filing, Alpha Media disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $100 million. Judge Kevin R. Huennekens oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton LLP as legal counsel, Kutak Rock LLP as local counsel, Moelis & Company as a financial advisor, and Ernst & Young LLP as restructuring advisor. Stretto was the claims and noticing agent. Wilmington Savings Fund Society, the administrative agent to the first-lien lenders, was represented by Debevoise & Plimpton, LLP, and Hunton Andrews Kurth, LLP. The official committee of unsecured creditors tapped Hahn Loeser & Parks, LLP, as its bankruptcy counsel, Hirschler Fleischer, P.C. as local counsel, Dundon Advisers LLC as a financial advisor, and Miller Buckfire & Co., LLC, as an investment banker. * * * Alpha Media in July 2021 announced that it successfully completed its financial restructuring and emerged from Chapter 11 with a significantly improved capital structure. In addition to substantially reducing its debt, the Company raised incremental capital to pursue growth opportunities and further enhance its position as a leading mid-market broadcaster. Under the prepackaged bankruptcy plan Alpha, Intermediate Capital Group, holder of $103.9 million of the company's unsecured debt, will provide $37.5 million of new money through a second lien secured note in a debt for equity swap. At the same time holders of claims under the Second Lien Notes Agreement saw their outstanding debt converted to equity in the reorganized company. Alpha Media's biggest shareholder is now Hamilton Lane, which will control 49% of the equity. It is followed by MetLife, which will hold a total of 42.2% of the company stock. And Intermediate Capital Group will control 5.8% of the equity. The remaining three percent interest will be held by company insiders. AMC ENTERTAINMENT: $2B Bank Debt Trades at 39% Discount ------------------------------------------------------- Participations in a syndicated loan under which AMC Entertainment Holdings Inc is a borrower were trading in the secondary market around 61.5 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $2 billion facility is a Term loan that is scheduled to mature on April 22, 2026. About $1.93 billion of the loan is withdrawn and outstanding. AMC Entertainment Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides theatrical exhibition, movie screening, food distribution, online ticket booking, and other related services. AMC Entertainment offers movie theaters worldwide. AMERICAN AUTO: $570M Bank Debt Trades at 19% Discount ----------------------------------------------------- Participations in a syndicated loan under which American Auto Auction Group LLC is a borrower were trading in the secondary market around 81.4 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $570 million facility is a Term loan that is scheduled to mature on December 30, 2027. The amount is fully drawn and outstanding. American Auto Auction Group LLC operates physical, mobile, and digital auction venues in addition to various remarketing services that are expected to remain stable channels in the foreseeable future, despite the advent of alternate powertrains and electric vehicles (EVs). AMERICAN VIRTUAL: Jan. 19 Deadline Set for Panel Questionnaires --------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of American Virtual Cloud Technologies, Inc., and its affiliates. 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/3w72odJ and return by email it to Joseph Cudia -- Joseph.Cudia@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Jan. 19, 2023. 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 American Virtual American Virtual Cloud Technologies, Inc., and its affiliates offer cloud-based business communication services to customers looking to transition business-critical services, phone services and other business applications to the cloud. Its "Kandy" product is one of the largest pure-play providers of unified communications as a service (UCaaS), communications platform as a service (CPaaS), and Microsoft Teams Direct Routing as a Service (DRaaS) for blue-chip enterprise customers such as AT&T, IBM/Kyndryl, and Etisalat. On Jan. 11, 2023, American Virtual Cloud Technologies, Inc., and affiliates AVCtechnologies USA, Inc., and Kandy Communications LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-10022). The Debtors disclosed $31,122,000 in total assets and $13,641,000 in total debt as of Sept. 30, 2022. The Debtors tapped COLE SCHOTZ P.C. as counsel; SOLIC CAPITAL ADVISORS, LLC, as financial advisor; and NORTHLAND SECURITIES as investment banker. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. ANASTASIA PARENT: $650M Bank Debt Trades at 22% Discount -------------------------------------------------------- Participations in a syndicated loan under which Anastasia Parent LLC is a borrower were trading in the secondary market around 78 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $650 million facility is a Term loan that is scheduled to mature on August 10, 2025. The amount is fully drawn and outstanding. Anastasia Parent, LLC is the parent company of Anastasia Beverly Hills, Inc., a prestige cosmetics brand that focuses on eyebrow shaping products. ASURION LLC: $2.68B Bank Debt Trades at 18% Discount ---------------------------------------------------- Participations in a syndicated loan under which Asurion LLC is a borrower were trading in the secondary market around 82.1 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $2.68 billion facility is a Term loan that is scheduled to mature on January 20, 2029. The amount is fully drawn and outstanding. Asurion, LLC provides wireless handset insurance services. The Company offers replacement of lost, stolen, damaged, and malfunctioning devices, as well as roadside assistance programs, technical support, mobile security devices, and electronics protection. Asurion serves customers worldwide. AUSPICIOUS INC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Auspicious, Inc. 700 Beville Road Daytona Beach, FL 32114 Chapter 11 Petition Date: January 17, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-00164 Debtor's Counsel: Ronald Cutler, Esq. RONALD CUTLER P.A. 1162 Pelican Bay Drive Daytona Beach, FL 32119-1381 Tel: (386) 788-4480 Fax: (386) 788-6040 Email: thelawoffice@ronaldcutlerpa.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Lawler as president. 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/LLOORSA/Auspicious_Inc__flmbke-23-00164__0001.0.pdf?mcid=tGE4TAMA AVAYA INC: $800M Bank Debt Trades at 69% Discount ------------------------------------------------- Participations in a syndicated loan under which Avaya Inc is a borrower were trading in the secondary market around 31.4 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $800 million facility is a Term loan that is scheduled to mature on December 15, 2027. The amount is fully drawn and outstanding. Avaya Inc. provides communication software and services. The Company offers unified communications, as well as contact centers, cloud, and collaboration services. BACKUP TECHNOLOGY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Backup Technology, LLC 1980 Post Oak Blvd Suite 100 Houston, TX 77056 Business Description: Backup Technology provides data processing, hosting, and related services. Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-30141 Judge: Hon. Marvin Isgur Debtor's Counsel: Robert C Lane, Esq. THE LANE LAW FIRM 6200 Savoy Dr Ste 1150 Houston, TX 77036-3369 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Colesante 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/QAIAISY/Backup_Technology_LLC__txsbke-23-30141__0001.0.pdf?mcid=tGE4TAMA BAKELITE US HOLDCO: Fitch Affirms IDR at 'BB', Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed Bakelite US Holdco, Inc's Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed the rating of Bakelite's term loan at 'BB+'/'RR2'. The Rating Outlook remains Stable. Bakelite's 'BB' rating reflects the company's leading market share in formaldehyde-based resins in both North America and Europe, meaningful barriers to entry and its attractive pricing mechanism that allows for raw material price pass-through. These strengths are tempered by the company's exposure to the cyclical construction and automotive end markets and exposure to formaldehyde and phenol. The Stable Outlook considers Fitch's expectation Bakelite's leverage will return to below 4.0x by 2025 after remaining above that level in 2023 and 2024, as the company's construction and European exposure will likely weigh on its results in the short term. Additionally, Fitch expects that Bakelite will generate positive FCF over the ratings horizon through working capital release, moderate capex requirements and a manageable debt burden. KEY RATING DRIVERS Expected Near-Term Weakness: Fitch expects Bakelite's EBITDA leverage to exceed 4.0x in 2023 and 2024 should a downturn materialize, as the company's exposure to home construction/remodeling (approximately 54% of gross profit) and Europe (approximately 33% of gross profit) will likely weigh on its results. Nevertheless, Fitch expects that Bakelite's EBITDA leverage will fall below the 4.0x threshold by 2025. However, prolonged weakness in these key markets could pressure Bakelite's ratings. High Barriers to Entry: The resins sold in this industry are typically developed in close coordination with their customers, leading to products that are specified into their customer's process and products. Competitors in the space need to be able to continuously improve their products to meet customer manufacturing requirements. Bakelite has served most of their top 10 customers for 20+ years. In addition, formaldehyde-based resins have a high water content and a short shelf-life (approximately 4 weeks). This creates a maximum economic shipping radius of 200 miles. The incumbent players have locational advantages with facilities located in close proximity to customer's locations. Raw Material Pass-Through: While Bakelite's raw materials exhibit price volatility, the company's resin pricing contracts remove much of it. Eighty-five percent of Bakelite's volumes are covered by contracts or pricing mechanisms that allow for raw material price pass-through. Key raw materials (phenol, methanol and urea) are tied to market-based indices and the resin price moves monthly based on published market changes. In addition, annual adjustments are made for other costs such as overheads, freight, and other raw materials. Established Position in Rationalized Market: Pro Forma the GP Chemicals acquisition, Bakelite maintains a number two market position (with 27% of volume) in North America and a number one market position (with 25% of volume) in Europe. The formaldehyde-based resins industry is rational and well-structured with the top three players accounting for 86% of volumes in North America and 53% of volumes in Europe. Regulatory Tailwinds: Within the construction market there is growing emphasis on increasing use of cladding and insulating materials that exhibit favorable fire, smoke, and toxicity (FST) resistance. Phenolic resins can withstand high heat loads while maintaining mechanical strength and providing good FST resistance. Beyond the construction industry these features are highly sought after in the EV market where phenolic resins are used to supply battery boxes to EV automakers. Phenol and Formaldehyde Exposure: Bakelite, as a formaldehyde-based resin producer, has exposure to formaldehyde, which has been classified by the EPA as a possible human carcinogen. Phenol is also a hazardous monomer. The industry, and Bakelite, have been responsive to concerns around phenol and formaldehyde emissions by changing formulations and using alternative bio-based materials. Phenol and formaldehyde emissions from products using Bakelite resins are below that of background emissions of these substances. They have developed formaldehyde-free resin options; however, at this point in time they are expensive and not widely used. DERIVATION SUMMARY Bakelite is somewhat weakly positioned for its rating category. The company is smaller and maintains lower margins than peers such as Avient Corporation, Axalta Coating Systems Ltd., H.B. Fuller Company (BB/Stable), Ingevity Corporation (BB/Stable), and Kraton Corporation. Moreover, Bakelite's EBITDA leverage is higher than H.B. Fuller, Ingevity and Kraton, and roughly in-line with Axalta and Avient. Notably, Bakelite's FCF margin is in-line with Avient's and stronger than Kraton's, though materially lower than Axalta's and Ingevity's. Relative to 'B'-rated peer SK Mohawk Holdings, SARL, Bakelite is smaller, but maintains materially lower leverage and more resilient FCF margins. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - A recession in 2023 affects both volumes (down 9%) and pricing (down 8%). Volumes and pricing both grow at 2%-3% per annum thereafter; - Raw materials costs fall from the weaker economic environment but also from negotiated contract savings and procurement improvements, leading to flat material margin/ton in 2023. Materials margin/ton improves thereafter as market recovery supports better pricing; - Full realization of synergies expected in 2024; - Capex of $30 million-$40 million/year, or 2.0%-2.4% of revenue; - Fitch assumes bolt-on acquisitions of $25 million in 2023 and 2024 (7.5x purchase multiple). RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Significant increase in size and scale while maintaining conservative credit metrics; - EBITDA margins approaching the mid-teens through raw material procurement improvements and/or improved pricing power; - EBITDA leverage durably below 3.0x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA margins trending toward mid-single digits on a sustained basis, indicating the inability to successfully pass on raw material costs or operating inefficiencies; - A deeper, more prolonged downturn that leads to EBITDA leverage durably above 4.0x; - Large debt-funded acquisitions or aggressive sponsor distribution policies. LIQUIDITY AND DEBT STRUCTURE Bakelite maintains adequate liquidity of $51 million at Sept. 30, 2022, consisting of $12 million in cash and $39 million in undrawn ABL availability. Fitch expects that Bakelite's total liquidity improved going into year-end with optional paydowns on its ABL. ISSUER PROFILE Bakelite is a global integrated producer of phenolic specialty resins and engineered thermoset molding compounds used in building materials, automotive products, industrial applications and specialty chemical intermediates, with sales across multiple end markets in Europe and North America. ESG CONSIDERATIONS Bakelite US Holdco, Inc. has an ESG Relevance Score of '4' for Exposure to Social Impacts due to Bakelite's exposure to formaldehyde. The '4' score reflects concerns that consumers may take an adverse view regarding formaldehyde emissions notwithstanding the endemic nature of the material and the strong strides that Bakelite and the industry have taken in reducing emissions. It is important to note that formaldehyde emissions are endemic in the environment (humans and most living organisms emit it) and that Fitch does not consider the company's handling of formaldehyde as an issue. Bakelite, and the broader formaldehyde-based resins industry, has been responsive to concerns regarding formaldehyde. In fact, Bakelite has engineered their resins such that formaldehyde emissions from products containing their resins are below background levels and has formaldehyde-free product lines. This 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 ----------- ------ -------- ----- Bakelite US Holdco, Inc. LT IDR BB Affirmed BB senior secured LT BB+ Affirmed RR2 BB+ BED BATH & BEYOND: Taps AlixPartners as Bankruptcy Looms -------------------------------------------------------- Consulting.us reports that Bed Bath & Beyond has hired turnaround and restructuring consultancy AlixPartners amid preparations for bankruptcy protection, people familiar with the matter told Reuters. The beleaguered home goods retailer has also hired restructuring lawyers at Kirkland & Ellis and investment bankers at Lazard, the source said. AlixPartners, a prominent firm in the turnaround space, will advise the retailer on the options it has for addressing its financial concerns. Bed Bath & Beyond told Reuters on Jan. 5, 2023, that it was "working with strategic advisors to evaluate all paths to regain market share and enhance liquidity." The Union, NJ-headquartered retailer recently told investors that weak sales and slower foot traffic had forced it to consider options for restructuring --– including bankruptcy protection. Bed Bath & Beyond in August 2022 announced a previous plan that included 150 store closings, cost reductions, and layoffs. The firm had 32,000 employees as of February and in October said it had closed half of the selected stores in its restructuring plan. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, and a net loss of $613.82 million for the year ended Feb. 29, 2020. As of Aug. 27, 2022, the Company had $4.66 billion in total assets, $5.24 billion in total liabilities, and a total shareholders' deficit of $577.65 million. * * * As reported by the TCR on Nov. 16, 2022, S&P Global Ratings lowered its issuer credit rating on Union, N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to 'SD' (selective default) from 'CC'. This action follows the Company's announcement of privately negotiated exchanges of over $150 million par value of its senior unsecured notes for the company's common stock. S&P views the exchange as distressed and not opportunistic. As reported by the TCR on Nov. 28, 2022, Moody's Investors Service retained Bed Bath's corporate family rating at Ca and the outlook remains stable. According to Moody's, Bed Bath & Beyond's Ca corporate family rating reflects the very high likelihood of further defaults over the next 12 months. BELLA RANCH: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Bella Ranch Estate I LLC 1500 Weston Rd, Suite 200 Weston, FL 33326 Chapter 11 Petition Date: January 17, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-10361 Debtor's Counsel: Ronald Scott Kaniuk, Esq. KANIUK LAW OFFICE, P.C. 1615 S. Congress Avenue Suite 103 Delray Beach, FL 33445 Tel: 561-292-2127 Email: ron@kaniuklawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million 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/EUFNYIQ/Bella_Ranch_Estate_I_LLC__flsbke-23-10361__0001.0.pdf?mcid=tGE4TAMA BLOCKFI INC: To Disclose Finances Breakdown Amid Bankruptcy ----------------------------------------------------------- Crypto Slate reports that BlockFi said publicly that it will file a financial breakdown soon following progress in its January 9, 2023 bankruptcy hearing. In a blog post on its website, BlockFi said that it plans to file reports regarding its assets and liabilities and broader financial status by Jan. 11, 2023. Specifically, those filings will include the company's Schedules of Assets and Liabilities and its Statement of Financial Affairs. The latter statement will lay out transactions that BlockFi made to various parties including insiders prior to its bankruptcy. Apart from BlockFi's public statement, the company's latest bankruptcy hearing revealed various other pieces of information related to its finances. On January 10, 2023, Coindesk quoted a statement from Joshua Sussberg, the lawyer for the firm. Sussberg said during the hearing that BlockFi executives have not withdrawn any of their own crypto holdings since the company's bankruptcy filing in November 2022. Sussberg differentiated the behavior of BlockFi's executives from that of Celsius' leadership. In the latter case, numerous individuals including Celsius CEO Alex Mashinsky withdrew assets shortly before the company halted its services. Elsewhere, Reuters reported that BlockFi repaid an unidentified investor $15 million to preempt a threatened lawsuit last 2022. According to Sussberg, the investor's complaints concerned the declining value of BlockFi's equity. Though BlockFi believed that those claims were "specious," it reached a financial settlement nonetheless. It has now been nearly two months since BlockFi suspended operations. The company halted user withdrawals on Nov. 11, 2022 and filed for bankruptcy on Nov. 28, 2022. BlockFi cited the collapse of FTX and the resulting "lack of clarity" as the reason for its failure. The crypto lending company is believed to owe between $1 billion and $10 billion to over 100,000 creditors, according to court statements in December 2022. About BlockFi BlockFi is building a bridge between digital assets and traditional financial and wealth management products to advance the overall digital asset ecosystem for individual and institutional investors. BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in its early days had backing from influential Wall Street investors like Mike Novogratz and, later on, Valar Ventures, a Peter Thiel-backed venture fund as well as Winklevoss Capital, among others. BlockFi made waves in 2019 when it began providing interest-bearing accounts with returns paid in Bitcoin and Ether, with its program attracting millions of dollars in deposits right away. BlockFi grew during the pandemic years and had offices in New York, New Jersey, Singapore, Poland and Argentina. BlockFi worked with FTX US after it took an $80 million hit from the bad debt of crypto hedge fund Three Arrows Capital, which imploded after the TerraUSD stablecoin wipeout in May 2022. BlockFi had significant exposure to the companies founded by former FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a $400 million credit line from FTX US in an agreement that also gave FTX the option to acquire BlockFi through a bailout orchestrated by Bankman-Fried over the summer. BlockFi also had collateralized loans to Alameda Research, the trading firm co-founded by Bankman-Fried. BlockFi is the latest crypto firm to seek bankruptcy amid a prolonged slump in digital asset prices. Lenders Celsius Network LLC and Voyager Digital Holdings Inc. also filed for court protection this year. Kirkland & Ellis is also advising Celsius and Voyager in their separate Chapter 11 cases. BlockFi Inc. and eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on Nov. 28, 2022. In the petitions signed by their chief executive officer, Zachary Prince, the Debtors reported $1 billion to $10 billion in both assets and liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors taped Kirkland & Ellis and Haynes and Boone, LLP as general bankruptcy counsels; Walkers (Bermuda) Limited as special Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Street Advisory Group, LLC as strategic and communications advisor. Kroll Restructuring Administration, LLC is the notice and claims agent. CAMLEM TRADE: Wins Cash Collateral Access Thru Jan 31 ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Camlem Trade LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through January 31, 2023. The Debtor obtained loan or loans from United Community Bank Inc. pursuant to the Revolver Note dated September 8, 2021, made by the Borrower in the principal sum of $10 million or such lesser sum as may constitute the outstanding principal amount of all loans made by UCB. The Debtor has scheduled the Petition Date balance due from the Debtor to UCB as $5.875 million. The Note is secured under and in accordance with the provisions of the Loan and Security Agreement dated September 8, 2021 executed by the Debtor and UCB, which LSA grants to UCB as security for the Debtor's obligations under the Note a first priority lien on and interest in the "Collateral" as that term is defined in the LSA. Similarly the Small Business Administration holds a prepetition claim in the amount of $149,269 as of the Petition Date, which claim is secured by a lien that is subordinated in all respects to the claims, liens and interests held by UCB and is secured by substantially all assets of the Debtor. As adequate protection, UCB, in addition to the protections of Section 552(b) of the Bankruptcy Code, have a replacement lien with the same validity and priority as its pre-petition liens upon all property which would have constituted its collateral but for the institution of this chapter 11 case. The Debtor will make an adequate protection payment to UCB in the amount set forth in the Interim Budget on or before the later of the tenth day of the month or the third business day after entry of the Order. These events constitute an "Event of Default": a. The failure of the Debtor to perform any of its obligations or the breach by the Debtor of any of its covenants in any material respect contained in the Interim Order; b. The failure of the Debtor to timely furnish to UCB the required financial reporting required within three days of such reports being due; c. The conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code; d. The allowance of a motion seeking the granting to a third party a security interest or lien upon all or part of any property of the Debtor with priority which is senior to, or equal with, UCB's prepetition security interest in the Collateral or the Post-Petition Collateral in all or any of a portion of such property; e. Without the prior written consent of UCB, the granting by the Court of a motion for relief from the automatic stay in favor of any party, other than UCB, with respect to any material portion of the Collateral or the Post-Petition Collateral; f. The expenditure by the Debtor of amounts in excess of those provided for in the Interim Budget such that there exists a variance in excess of 10% of the Total Operating Expenses set forth in the Interim Budget; or g. The reversal of this Interim Order by an appellate court. A continued hearing on the matter is set for January 26 at 2 p.m. A copy of the order is available at https://bit.ly/3kkQASH from PacerMonitor.com. About Camlem Trade, LLC Camlem Trade, LLC is a wholesale distributor of hardware and accessories. It provides wholesale services for customers that purchase for retail stores, corporate carrier stores, mall carts and kiosks. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-19915) on December 29, 2022. In the petition signed by Marcelo Irigoin, CEO and president, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Robert A. Mark oversees the case. Sue Lasky, PA, is the Debtor's legal counsel. CASTLE US HOLDING: EUR500M Bank Debt Trades at 30% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Castle US Holding Corp is a borrower were trading in the secondary market around 70 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The EUR500 million facility is a Term loan that is scheduled to mature on January 29, 2027. The amount is fully drawn and outstanding. Castle US Holding Corporation provides database tools and software to public relations and communications professionals. CE BRANDS: Completes Restructuring of Vesta Loan Facility --------------------------------------------------------- CE Brands Inc. (TSXV: CEBI; CEBI.WT), a data-driven consumer-electronics company, on Jan. 16, 2023, disclosed that it has completed its previously announced restructuring of senior secured convertible notes (the "Secured Note Restructuring") as well as the restructuring into senior secured notes of its US$2,000,000 senior secured facility (the "Vesta Loan Facility") granted by Vesta Global Stability Fund ("Vesta Fund") first announced on June 23, 2022 (the "Vesta Loan Facility Restructuring", and together with the Secured Note Restructuring, the "Secured Debt Restructuring Transactions"). Secured Note Restructuring Further to its news release dated January 9, 2023, the Company, Vesta Wealth Partners Ltd. ("Vesta") and the holders of the $4,000,000 of senior secured notes originally issued on November 13, 2021 and the $1,000,000 of senior secured notes originally issued on May 25, 2022 (collectively, the "Notes") agreed to the Secured Note Restructuring in order to remove the holders’ rights to convert the Notes into common shares, to remove the option of the holders to request that interest be payable in common shares, and to extend the maturity date of the November 13, 2021 senior secured notes from November 13, 2023 to April 30, 2024 (collectively, the "Revised Notes"). All other material terms of the Notes have remained unchanged in the Revised Notes including that the Revised Notes bear interest at a rate of 15% per annum on outstanding principal amounts, payable on the first and second anniversary of the issue date, and the Revised Notes mature on the second anniversary of the issue date. Vesta Loan Facility Restructuring In addition, further to its news releases dated June 23, 2022 and January 9, 2023, the Company restructured its US$2,000,000 Vesta Loan Facility advanced by Vesta Global Stability Fund ("Vesta Fund") ‎ into a senior secured note (the "US$2MM Note") with terms similar to the Revised Notes, other than the US$2MM Note is payable on demand after 60 days prior written notice with no maturity date, and the interest ‎rate of the US$2MM Note is 18% and payable semi-annually in arrears, rather than 15% and payable annually in arrears for the Revised Notes. The Company believes that Vesta Loan Facility Restructuring improves the Company’s financial position as: (i) it extends the 30 day callable feature under the Vesta Loan Facility to 60 days due to the notice period under the US$2MM Note; and (ii) interest is payable semi-annually in arrears under the US$2MM Note rather than monthly in arrears under the Vesta Loan Facility. In consideration for the for the Vesta Loan Facility Restructuring, Vesta Fund and its affiliates have received 2,000,000 Common Share purchase warrants ("Warrants") with each Warrant having an exercise price of $0.10 per share and being exercisable on or before January 13, 2025. The Warrants issued in connection with the Vesta Loan Facility Restructuring are subject to statutory hold periods in accordance with applicable securities legislation. The Warrants will not be listed on the TSXV. The Revised Notes and the US$2MM Note are secured by general security agreements over all of the Company’s present and after-acquired property excluding (i) future receivables, monthly deposits, processor split settlements and bank split settlements as defined in the factoring agreement dated July 21, 2021 among the Company and Happy CP Company Limited and (ii) goods, chattel paper, investment property, documents of title, instruments, money and intangibles located outside of Canada. Financing Outlook There can be no assurance that the Company will be able to secure additional financing in the future and/or access funding under the terms of its current credit arrangements or credit facilities. If the Company fails to secure additional financing and/or access funding under the terms of its current credit arrangements or credit facilities, then the Company will have insufficient liquidity and capital resources to operate its business and meet its financial obligations as they become due and to continue as a going concern. Required Disclosure under Ml 61-101 Mr. Jared Wolk, a director of the Company, is also the Chief Investment Officer of Vesta. In such capacity, Mr. Wolk has certain discretionary control over investment decisions of Vesta and the holders of the Notes, which are investment entities managed or advised by Vesta. As such, the board of directors of the Company (the "Board") determined that the Secured Note Restructuring constitutes a "related party transaction" for the purposes of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the Secured Note Restructuring amended the terms of the Notes pursuant to which the Company borrowed money from certain entities over which Vesta, a "related party" of the Company pursuant to MI 61-101, exercises certain discretionary control. The Board determined that the Secured Note Restructuring is exempt from both the formal valuation requirements and minority approval requirements of MI 61-101 for related party transactions by virtue of Sections 5.5(g) and 5.7(e) of MI 61-101. Similarly, the Board determined that the Vesta Loan Facility Restructuring, including the issuance of the Warrants, constitutes a "related party transaction" for the ‎purposes of MI 61-101, as the Company ‎has borrowed money from Vesta Fund, over which Vesta exercises certain discretionary control. The Board determined that the Vesta Loan Facility Restructuring is exempt from both the formal valuation requirements and minority approval ‎requirements of MI 61-101 for related party transactions by virtue of Sections 5.5(g) and 5.7(e) of MI 61-‎‎101. Further discussion and a description of the review and approval process adopted by the ‎independent members of the Board (the "Independent Directors") and other ‎information required by MI 61-101 in connection with the Secured Debt Restructuring Transactions will be set forth in ‎the Company's material change report to be filed under the Company's SEDAR profile at ‎www.sedar.com. ‎The material change report to be filed in relation to the closing of the Secured Debt Restructuring Transactions will not be not filed at ‎least 21 days prior to the completion of the Secured Debt Restructuring Transactions as ‎contemplated by MI ‎‎61-101. The Company believes that this shorter ‎period is reasonable and ‎necessary in the ‎circumstances, given the Company’s liquidity and working capital constraints, and as the closing of the Secured Debt Restructuring Transactions has occured shortly before the ‎issuance of such material change report in relation to the Secured Debt Restructuring Transactions.‎ Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. For more information, please visit www.cebrands.ca. To be added to the CE Brands' distribution list please register at https://www.cebrands.ca/investors About CE Brands CE Brands Inc. develops products with leading manufacturers and iconic brand licensors by utilizing proprietary data that identifies key market opportunities. With sales today in over 70 countries, its innovative, highly repeatable process, which we call the "CE Method", has created an optimal growth path for CE Brands to be the premier global licensed brand manufacturer. CORE SCIENTIFIC: Expects to Continue Grand Forks, ND Operations --------------------------------------------------------------- Ingrid Harbo of Grand Forks Herald reports that Core Scientific Inc., a Texas-based cryptocurrency mining company, is expected to continue mining operations at its Grand Forks, North Dakota data center through a Chapter 11 bankruptcy filing. In an email on Jan. 6, 2023 Russell Cann, head of mining at Core Scientific, said the reorganization primarily affects the company's balance sheet, not daily operations at data centers. "Our business model, day-to-day operations of our facilities and corporate structure will continue functioning as normal," said Mr. Cann. "The Grand Forks operations and employees should not be adversely impacted by this procedure." Keith Lund, president and CEO of the Grand Forks Region Economic Development Corporation, said the EDC has been in contact with Core Scientific since the news of the bankruptcy filing. "They report that the Grand Forks project was one of their best, and they plan to continue operations through the Chapter 11 process," said Mr. Lund. "Time will tell, but that's the expectation." In June 2021, the Grand Forks Growth Fund approved a nearly $270,000 loan for Core Scientific to buy down interest on commercial loans the company took out with Bremer Bank. The grant was intended to leverage a $500,000 grant from the Bank of North Dakota through the PACE Program. Mr. Lund says the company did not move forward with that loan. A 2021 Annual Report published by the Grand Forks Growth Fund says Core Scientific informed Growth Fund staff it was not comfortable with security terms offered by the Growth Fund. Because the loan was never finalized, Core Scientific did not receive the $500,000 Bank of North Dakota grant, confirmed Grand Forks City Administrator Todd Feland. The loan and grant are two parts of a partnered loan through the PACE Program. The bankruptcy filing was necessitated by the decrease in the price of bitcoin, the increase in electricity costs and failure of some of its hosting customers to honor payment obligations, Core Scientific said in a press release. The price of bitcoin fell by more than 60% in the last year. Court documents allege cryptocurrency company Celsius Mining LLC, one of Core Scientific's largest hosting customers, has nearly $7 million in unpaid debt to the company. Celsius filed for Chapter 11 protection in July 2022. Cann compared Core Scientific's restructuring process to those of Hertz, Chrysler and Delta Airlines when those companies filed for Chapter 11 bankruptcy. "The company will continue to operate during the process, restructure its balance sheet and hopefully prosper after the process is complete," he said. The Grand Forks facility is one of Core Scientific’s six fully operational data centers. Others are located in North Carolina, Georgia and Kentucky. Cann said the Grand Forks location mines 10 bitcoin per day. About Core Scientific Core Scientific, Inc. (NASDAQ: CORZ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, 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. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, 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. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific Inc. and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90340) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge David R. Jones oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. CORE SCIENTIFIC: Intends to Sell Muskogee Site in Chapter 11 ------------------------------------------------------------ D.E. Smoot of Muskogee Phoenix reports that a blockchain infrastructure developer abandoned its plans to build a 500 MW data center at John T. Griffin Industrial Park in Muskogee. Core Scientific officials said they plan to move swiftly through the restructuring process pursuant to Chapter 11 of the U.S. Bankruptcy Code. A restructuring support agreement struck with most of its creditors requires the company to reduce expenditures and pause or delay its expansion plans. Russell Cann, head of mining at Core Scientific, said the company is "actively marketing" and has bidders for its Muskogee site. The company paid $965,250 for the 64.35-acre industrial tract in 2022 as part of a deal struck with the Port of Muskogee, which offered local performance-based incentives. "Should we sell it during the Chapter 11 reorganization process, the new owners will likely be a company that plans to finish and operate the site as a blockchain data center specifically specializing in Bitcoin processing/mining," Mr. Cann said. "The location, and site specifically, in Muskogee will make an excellent data center for a good operator, but the operator will not likely be Core Scientific." Mr. Cann said the cost of constructing the data center planned at Muskogee would require "an amount of capital that Core Scientific cannot commit to at this time." He said all the companies that have tendered bids for the site possess both the capital funds necessary "to finish the site" and "the capabilities to manage a large-scale data center." Port Director Kimbra Scott said she knew Core Scientific had declared bankruptcy but was unsure about how that decision might impact development of its Muskogee site. The company's planned investment of an estimated $1.2 billion at the Muskogee site spurred additional expenditures worth several million dollars to improve the infrastructure at the industrial park on the city's south side. Scott said OG&E spent $18 million to $20 million for a substation needed to power the data center. The Port of Muskogee partnered with city and county officials to undertake a multimillion-dollar expansion of municipal utilities and road improvements funded by grants and American Rescue Plan Act assistance approved in 2021 by Congress. Despite Core Scientific's plans to sell the Muskogee site, Scott and other local officials said they believe local investments to beef up industrial infrastructure will bolster economic development efforts. "We have had site developers in Muskogee on more than one occasion, and they all say the same thing: 'Develop the industrial parks and prepare sites for development," Scott said. "We are doing that … and Core's investment at John T. Griffin helped the port expedite development plans." Muskogee Mayor Marlon Coleman agreed with Scott's assessment. He considers the estimated $700,000 spent by the city for infrastructure improvements as a "good investment." "It's a fully developed site at this point, and it can be more easily marketed," Coleman said. "Before we went down this road with Core Scientific, there were a lot of industries that were not interested because it (the site) was not shovel-ready." District 1 Commissioner Ken Doke said the infrastructure improvements "will put us in a position to land somebody else sooner." "The fact that a prospect was coming allowed them to get grant money to make those improvements instead of having to create a tax increment finance district or something like that," Doke said. "It's unfortunate that Bitcoin ... crashed or whatever, but at the end of the day, we still have those improvements." Core Scientific, according to documents filed with the Securities Exchange Commission, will continue to operate its existing self-mining and hosting operations as a debtor in possession of those facilities. Those operations, company officials say, remain significantly cash flow positive on a debt-free basis. Company officials said they remain committed to operating normally while implementing the restructuring plan. Core Scientific also plans to appeal the recent decision by Nasdaq to delist its stock, which declined from a high of $10.88 on Feb. 8, 2023 to less than a dollar in late October 2, 2022. About Core Scientific Core Scientific, Inc. (NASDAQ: CORZ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, 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. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, 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. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific Inc. and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90340) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge David R. Jones oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. CYXTERA DC: $100M Bank Debt Trades at 18% Discount -------------------------------------------------- Participations in a syndicated loan under which Cyxtera DC Holdings Inc is a borrower were trading in the secondary market around 81.7 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $100 million facility is a Term loan that is scheduled to mature on May 1, 2024. About $97.5 million of the loan is withdrawn and outstanding. Cyxtera DC Holdings, Inc. provides data center services. The Company operates in the United States. CYXTERA DC: $815M Bank Debt Trades at 18% Discount -------------------------------------------------- Participations in a syndicated loan under which Cyxtera DC Holdings Inc is a borrower were trading in the secondary market around 82.1 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $815 million facility is a Term loan that is scheduled to mature on May 1, 2024. About $770.2 million of the loan is withdrawn and outstanding. Cyxtera DC Holdings, Inc. provides data center services. The Company operates in the United States. DEXKO GLOBAL: EUR584.2M Bank Debt Trades at 16% Discount -------------------------------------------------------- Participations in a syndicated loan under which Dexko Global Inc is a borrower were trading in the secondary market around 83.9 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The EUR584.2 million facility is a Term loan that is scheduled to mature on October 4, 2028. The amount is fully drawn and outstanding. DexKo Global, Inc. is a global manufacturer and distributor of engineered components for towable and related applications primarily in North America and Europe. The company serves a variety of markets including agriculture, commercial, construction, general industrial, livestock, landscaping, marine, military, energy, residential, recreation vehicle and many other specialized end-use segments. DODGE DATA: $130M Bank Debt Trades at 28% Discount -------------------------------------------------- Participations in a syndicated loan under which Dodge Data & Analytics LLC is a borrower were trading in the secondary market around 71.8 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $130 million facility is a Term loan that is scheduled to mature on February 23, 2030. The amount is fully drawn and outstanding. Dodge Data & Analytics LLC provides software solutions. The Company offers analytics and software-based workflow integration solutions for the construction industry. Dodge Data & Analytics serves customers in the United States. EAST BROADWAY: Says Bank's Disclosure Statement Inadequate ---------------------------------------------------------- East Broadway Mall, Inc., ("EBM" or the "Debtor"), submitted an objection to the adequacy of Bank of Hope's Disclosure Statement pursuant to Section 1125 of title 11 of the United States Code for its Chapter 11 Plan of Reorganization. At the time the Chapter 11 case was filed, the Debtor was current on all of its loan payments to Bank of Hope. The Debtor and Bank of Hope were able to negotiate a cash collateral stipulation which was approved by the Court and the Debtor made the monthly payments to Bank of Hope up until the COVID 19 pandemic hit. When the COVID-19 pandemic closed the Mall in March 2020, the Debtor ceased making its monthly payments to the City. When the Mall was allowed to reopen on a limited basis in July 2020, its largest tenant, a restaurant on the second floor, was not able to reopen. The few shops that did reopen on the first floor and basement levels, had barely any customers and any rent collected had to be used to pay expenses necessary to keep the mall open. There were no funds available to pay rent to the City or adequate protection to the Bank of Hope. The Debtor objects to the adequacy of the Disclosure Statement on the following grounds: * The Disclosure Statement fails to describe in detail the transaction clandestinely negotiated by the Bank of Hope and the City of New York which steals the Debtor's primary asset and puts the Debtor out of business. * The Disclosure Statement fails to disclose the history, both pre- and post-petition, of the intransigence on the part of the City to negotiate in good faith with the Debtor. * The Disclosure Statement does not disclose the genesis of the "Stipulation and Order Establishing Deadline for Certain Actions by Debtor, City of New York and Bank of Hope Pertaining to Debtor's Interest in Lease for 88 Broadway, New York NY" (ECF 110) which was not the result of good faith negotiation but rather coercion on the part of the City. Counsel to the Debtor: Sarah M. Keenan, Esq. SFERRAZZA & KEENAN PLLC 532 Broadhollow Rd., Suite 111 Melville, NY 11747 Tel: (631) 753-4400 E-mail: sally@skpllc.com About East Broadway Mall East Broadway Mall, Inc., operates a commercial mall located at 88 East Broadway in the City, County and State of New York. On March 1, 1985, Debtor entered into a 50-year lease commercial lease, with the City through the New York City Department of General Services for use of land beneath the Manhattan Bridge. Upon execution of the Lease in 1985, the Debtor expended more than one million dollars to construct a mall on the land. East Broadway Mall, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12280) on July 12, 2019. In the petition signed by its president, Grace Chan, the Debtor was estimated to have assets and debts of less than $50,000. The Debtor hired Sferrazza & Keenan, PLLC, as counsel, and The Carey Group LLC, as special counsel. EL MONTE NATURE: Amends Unsecureds & Several Secured Claims Pay --------------------------------------------------------------- El Monte Nature Preserve, LLC, submitted a Combined Disclosure Statement and Third Amended Plan of Reorganization. The Plan provides for the reorganization of the Debtor, which will engage in refinancing and/or Forward Commitments to Purchase and Sell sand and aggregate products and will thereafter continue its business. Accordingly, the Debtor will remain in existence even after the claims of Creditors have been satisfied. Through this reorganization, (i) all Creditors claims will be paid in full, with interest, and (ii) the Debtor's members (equity holders) will retain their interest in the Debtor. The Debtor's Plan provides for payment in full, with interest, of all Allowed Claims, over time from Pre-Production Financing and Net Mining Proceeds. To achieve this, the Plan contemplates (i) the Debtor's continued efforts to obtain entitlements and applicable mining and related permits; (ii) the mining, delivery and sale of sand and other extractable aggregates from the Debtor's Property; (iii) the acceptance for a fee of appropriate fill material to the Property following sand and aggregate extraction; (iv) the obtaining of initial financing for entitlement processing through the LKI Financing and subsequent Pre-Production Financing to retire all secured and unsecured indebtedness; and (v) reclamation and remediation of the Property following the completion of the extraction and fill aspects of the Project. The Plan provides for the reorganization of the Debtor by engaging in Initial Financing, completing entitlements authorizing the Debtor to mine sand/aggregate material from the Property, and further by secondary refinancing and/or sales of sand/aggregate mined material. The Debtor's Plan provides for payment in full of all Creditors' claims. Class 2 consists of the Secured Claim of the San Diego County Tax Collector. Past due sums, penalties and interest at applicable statutory rate paid in full within 10 business days of the Effective Date. Class 4B consists of the Secured claim of Laksbrosis, LLC. This claim shall be paid in full on or before December 31, 2024 with interest at the Class 4B Creditor's non-default rate. The amount of claim in this Class total $5,155,150. Class 7A consists of the Royalty Claim of LFTC. This Class shall be (1) Paid with $1.00 per ton of sand mined and sold beginning in commencing at the 4thend of the calendar quarter of 2025 in which mining sales have first occurred until the cessation of mining activities and (2) retention of all shared appreciation rights under section 4.0 (Shared Appreciation) of the LFTC Royalty Agreement as full and final payment of the Class 7A Creditor's Claim. Class 7B consists of the Royalty Claim of 21st Century Claimants. For each Class 7B claimant, (1) Paid with $0.25 per ton of sand mined and sold beginning commencing at the end of the calendar quarter in which mining sales have first occurred until the cessation of mining activities and (2) retention of all rights under section 4.0 (Shared Appreciation) of the LFTC Royalty Agreement as full and final payment of the Class 7B Creditor's Claim. Class 8A consists of the Fixed Mining- Contingent Claim of Laksbrosis, LLC. This Class shall be paid in cash at $1.00 per ton of sand sold quarterly, commencing no later than the tenth day of the first month following the calendar quarter in which sand/aggregate sales have commenced and continuing for the length of the Debtor's sand mining and sand/aggregate sales operations as full and final payment of the Class 8B Creditor's Claim. Class 8B consists of the Fixed Mining- Contingent Claim of The California Wildlife Foundation. This Class shall be paid in cash at $0.65 per ton of sand sold quarterly, commencing no later than the tenth day of the first month following the calendar quarter in which sand/aggregate sales have commenced and continuing for the length of the Debtor's sand mining and sand/aggregate sales operations as full and final payment of the Class 8B Creditor's Claim. Class 8C consists of the Fixed Mining Contingent claim of O'Connor & Packer, LLP. This Class shall be paid in cash at $0.50.05 per ton of sand sold quarterly, commencing no later than the tenth day of the first month following the calendar quarter in which sand/aggregate sales have commenced and continuing for the length of the cessation of Debtor's sand mining activities and sand sales/aggregate sales operations as full and final payment of the Class 8C Creditor's Claim. Class 8D consists of the Fixed Mining Contingent Claim of Land & Sea Investments, LLC. This Class shall be paid in cash at $.025 per ton of sand sold quarterly, commencing no later than the tenth day of the first month following the calendar quarter in which sand/aggregate sales have commenced and continuing for the length of the Debtor's sand mining and sand sales/aggregate sales operations as full and final payment of the Class 8D Creditor's Claim. Class 8E consists of the Fixed Mining Contingent Claim of Dian Kimmel. This Class shall be paid in cash at $0.05.05 per ton of sand sold quarterly, commencing no later than the tenth day of the first month following the calendar quarter in which sand/aggregate sales have commenced and continuing for the length of the Debtor's sand mining and sand sales/aggregate sales operations as full and final payment of the Class 8E Creditor's Claim. Class 9 consists of the Unsecured claim of HH. This Class shall be (1) Paid with $1.00 per ton of sand mined and sold as full and final payment of the Class 9 Creditor's Claim; (2) Reservation of Debtor's right to fully retire the Class 9 claim at a discount; (3) turnover and assistance in obtaining all project-related materials; and, (4) the exchange of mutual releases, each as set forth more fully in the Plan. The confirmation hearing on the Plan is scheduled for January 23, 2023 at 2:00 p.m. at the United States Bankruptcy Court for the Southern District of California, United States Courthouse, 325 West F Street, San Diego, California, 92101, before the Honorable Christopher Latham, Chief Bankruptcy Judge. A full-text copy of the Combined Disclosure Statement and Third Amended Plan dated January 12, 2023 is available at https://bit.ly/3ZKVgBE from PacerMonitor.com at no charge. Attorneys for El Monte Nature Preserve, Inc.: Michael D. Breslauer, Esq. Matthew Arvizu, Esq. SOLOMON WARD SEIDENWURM & SMITH, LLP 401 B Street, Suite 1200 San Diego, CA 92101 Tel: (619) 231-0303 Fax: (619) 231-4755 E-mail: mbreslauer@swsslaw.com marvizu@swsslaw.com About El Monte Nature Preserve El Monte Nature Preserve, LLC filed for Chapter 11 protection (Bankr. S.D. Cal. Case No. 22-00971) on April 12, 2022, listing as much as $50 million in both assets and liabilities. William B. Adams, manager, signed the petition. Judge Christopher B. Latham oversees the case. Michael D. Breslauer, Esq., at Solomon Ward Seidenwurm & Smith, LLP and Thorsnes Bartolotta McGuire, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. ELITE HOME: Unsecureds to Recover 7%-14% in Joint Liquidating Plan ------------------------------------------------------------------ Elite Home Products, Inc., and the Official Committee of Unsecured Creditors, jointly as plan proponents, filed with the U.S. Bankruptcy Court for the District of New Jersey a Joint Disclosure Statement for the Joint Orderly Plan of Liquidation dated January 12, 2023. The Debtor was a home textile wholesaler, supplying both brick and-mortar and ecommerce national and regional retailers. The Debtor ceased primary business operations effective as of May 31, 2022. The Debtor commenced the Chapter 11 Case aiming to pursue an orderly winddown of its business with the goal to pay down the Debtor's secured obligations to M&T Bank and provide a significant recovery for trade creditors. Shortly after filing the Chapter 11 Case, the Debtor started receiving a variety of interest in the Debtor's business and business assets, although the Debtor did not undertake efforts to promote the sale of such assets. On May 25, 2022, the Debtor filed its Motion for an Order Approving Proposed Private Sale of Certain Inventory of the Debtor Free and Clear of Liens, Claims and Encumbrances (the "Warehouse Inventory Sale Motion"), requesting, inter alia, the Bankruptcy Court to approve the sale of its Warehouse Inventory to Hilco Wholesale Solutions, LLC for $70,000.00 (the "Warehouse Inventory Sale"). On May 31, 2022, the Bankruptcy Court entered an order authorizing the Debtor to close on the Warehouse Inventory Sale (the "Warehouse Inventory Sale Order"). On June 7, 2022, the Bankruptcy Court entered the Sale Procedures Order, approving certain bidding procedures with respect to the sale of the Non-Warehouse Assets. On June 28, 2022, the Bankruptcy Court entered an order authorizing the Debtor to close on the sales of its Non-Warehouse Assets. The final purchase price was $82,504.64, comprised of $46,000 from Beatrice Home Fashions for the Debtor's IP; and from Royal Heritage Home, $40,000 for Debtor's Good Will, plus $2,504.64 for the Debtor's Amazon Inventory (at 20% of cost at closing). Pursuant to the Plan, the Plan Proponents propose an orderly liquidation of the Debtor's remaining Assets. The Plan provides that all funds realized from the collection and liquidation of the Debtor's Assets will be paid to creditors on account of their Allowed Claims in accordance with the distributive priorities of the Bankruptcy Code and the Plan. The Plan will be administered by the Plan Administrator, who will be responsible for liquidating the Assets, with the assistance of the Litigation Trustee, who shall pursue, resolve, and/or otherwise settle all Causes of Action in accordance with the terms of the Plan. Class 3 consists of the Claims of Holders of General Unsecured Claims. Unless the Holder of an Allowed Class 3 Claim agrees to receive other less favorable treatment, each Holder of an Allowed Class 3 Claim shall receive, in full satisfaction, settlement, release, and discharge of its Allowed Class 3 Claim, its Pro Rata Distribution as determined by the Plan Administrator in accordance with the Plan. Distributions to Holders of Allowed Class 3 Claims shall be made on (i) the date that the Plan Administrator determines is appropriate to make Distributions to Holders of Class 3 Claims, or (ii) such other date as may be ordered by the Bankruptcy Court. Class 3 is an Impaired Class. This Class will receive a distribution of 7% to 14% of their allowed claims. Based on an initial review of the Claims filed in the Case, it is estimated that the total Allowed General Unsecured Claims will be approximately $7,000,000 to 13,000,000. The Plan Proponents further project that at least approximately $1,000,000 will be available to satisfy the Allowed General Unsecured Claims. The actual amount distributed to Holders of Class 3 General Unsecured Claims (and the timing of any such distributions) will vary based on the Assets recovered, and the reconciled amount of General Unsecured Claims that are Allowed. Class 4 consists of Holders of Equity Interests in the Debtor. All Equity Interests of the Debtor will be terminated on the Effective Date. Holders of Class 4 Equity Interests shall receive no distribution or anything of value under the Plan. Class 4 Claims is an Impaired Class. As soon as practicable after the Effective Date (including after completing Distributions and otherwise effectuating the Plan), the Plan Administrator shall cause the Debtor to be dissolved in accordance with applicable state law. Pursuant to Bankruptcy Code section 1124(b), the Plan Administrator shall be authorized to file the Debtor's final tax return, if any, and shall be authorized to file and shall file with the official public office for keeping corporate records in the Debtor's state of incorporation a certificate of dissolution or equivalent document. A full-text copy of the Joint Disclosure Statement dated January 12, 2023 is available at https://bit.ly/3iPplPz from PacerMonitor.com at no charge. Counsel for Elite Home Products, Inc.: Daniel M. Stolz, Esq. Gregory S. Kinoian, Esq. GENOVA BURNS LLC 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Tel: (973) 467-2700 Co-Counsel for the Official Committee of Unsecured Creditors: Douglas T. Tabachnik, Esq. Juliet T. Wyne, Esq. LAW OFFICES OF DOUGLAS T. TABACHNIK, P.C. Woodhull House, 63 West Main Street, Suite C Freehold, NJ 07728 Tel: (732) 780-2760 E-mail: dtabachnik@dttlaw.com - and - Matthew E. McClintock, Esq. GOLDSTEIN & MCCLINTOCK LLLP 111 W. Washington Street, Suite 1221 Chicago, IL 60602 Tel: (312) 337-7700 E-mail: mattm@goldmclaw.com About Elite Home Products Elite Home Products, Inc., a home textile company in Saddle Brook, N.J. At the peak of its operations, the Debtor supplied a wide variety of finished textile products, including sheets sets, duvet sets, blankets, towels, quilts, and comfortable ensembles, and offered specialized distribution methods for wholesalers and retailers of various sizes. Elite Home Products sought bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-12353) on March 24, 2022, with $6,314,175 in assets and $11,104,637 in liabilities. Scott R. Perretz, president of Elite Home Products, signed the petition. The Debtor tapped Genova Burns, LLC as bankruptcy counsel; Winne Banta Basralian and Kahn, P.C. as special counsel; Getzler Henrich and Associates, LLC as financial advisor; and SAX, LLP as accountant. ENVISION HEALTHCARE: $1B Bank Debt Trades at 74% Discount --------------------------------------------------------- Participations in a syndicated loan under which Envision Healthcare Corp is a borrower were trading in the secondary market around 25.5 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $1 billion facility is a Term loan that is scheduled to mature on March 31, 2027. The amount is fully drawn and outstanding. Envision Healthcare Corporation provides health care services. The Hospital offers surgery, pharmacy, medical imaging, emergency care, and other related health care services. Envision Healthcare serves patients in the United States. ENVISION HEALTHCARE: $2.20B Bank Debt Trades at 66% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Envision Healthcare Corp is a borrower were trading in the secondary market around 33.5 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $2.20 billion facility is a Term loan that is scheduled to mature on March 31, 2027. The amount is fully drawn and outstanding. Envision Healthcare Corporation provides health care services. The Hospital offers surgery, pharmacy, medical imaging, emergency care, and other related health care services. Envision Healthcare serves patients in the United States. ENVISION HEALTHCARE: $5.45B Bank Debt Trades at 74% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Envision Healthcare Corp is a borrower were trading in the secondary market around 26.1 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $5.45 billion facility is a Term loan that is scheduled to mature on October 10, 2025. About $3.73 billion of the loan is withdrawn and outstanding. Envision Healthcare Corporation provides health care services. The Hospital offers surgery, pharmacy, medical imaging, emergency care, and other related health care services. Envision Healthcare serves patients in the United States. EYECARE PARTNERS: $440M Bank Debt Trades at 18% Discount -------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 82.1 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $440 million facility is a Term loan that is scheduled to mature on November 15, 2028. The amount is fully drawn and outstanding. Eyecare Partners, LLC provides eye care services. The Company offers eye care practices, treatment, eye wears, lenses, and other related products and services. Eyecare Partners serves customers in the United States. FAST RADIUS: Unsecureds to Recover 6% to 8% in Sale Plan -------------------------------------------------------- Legacy FSRD, Inc. (f/k/a Fast Radius, Inc., et. al), and its debtor-affiliates submitted a Revised Combined Disclosure Statement and Joint Chapter 11 Plan dated January 12, 2023. The Debtors commenced the Chapter 11 Cases to finish their marketing process and consummate a value-maximizing, going concern transaction within the liquidity parameters they faced—which they did with the Sale to SyBridge. The Plan is the best vehicle to conclude the Chapter 11 Cases following the Sale Transaction. It provides for the most efficient, orderly, and value-maximizing path to make timely Distributions to creditors. Importantly, the Plan implements key settlements with every major stakeholder in these chapter 11 cases. The Plan already enjoys support from all of the Debtors' major stakeholders, including the Committee, SVB Bank, SVB Capital, Palantir, UPS, and a landlord. The Debtors will continue to try to build consensus with other stakeholders after solicitation launch and before the Confirmation Hearing. All fees due and payable pursuant to section 1930 of Title 28 of the U.S. Code ("U.S. Trustee Fees") prior to the Effective Date shall be paid by the Debtors on the Effective Date. After the Effective Date, the Wind-Down Debtor (a "Disbursing Entity"), shall be liable to pay any and all U.S. Trustee Fees when due and payable. The Debtors shall file with the Bankruptcy Court all monthly operating reports due prior to the Effective Date when they become due, using UST Form 11-MOR. Within two business days of the Effective Date, the Wind-Down Debtor shall file a Notice of Occurrence of the Effective Date, identifying the Effective Date and indicating that it has occurred. After the Effective Date, the Wind-Down Debtor shall file with the Bankruptcy Court separate UST Form 11-PCR reports when they become due. The Wind-Down Debtor shall remain obligated to pay U.S. Trustee Fees to the Office of the U.S. Trustee until the earliest of that particular case being closed, dismissed, or converted to a case under Chapter 7 of the Bankruptcy Code. The U.S. Trustee shall not be required to file any Administrative Claim in the case and shall not be treated as providing any release under the Plan. Class 3 shall consist of the SVB Secured Claims. The Class 3 Claims are Unimpaired by the Plan. Each Holder of a SVB Secured Claim shall receive, in full and final satisfaction, settlement, compromise, and release of, and in exchange for, each such Allowed Claim: (i) its distributions under the Sale Order; (ii) the Prepetition Lender Distribution; and (iii) if such Holder votes to accept the Plan, such Holder shall be deemed a Released Party for all purposes hereunder. The amount of claim in this Class total $7.9 million. This Class will receive a distribution of 100% of their allowed claims. Class 4 shall consist of the SVB Capital Secured Claims. Each Holder of a SVB Capital Secured Claim shall receive, in full and final satisfaction, settlement, compromise, and release of, and in exchange for, each such Allowed Claim: (i) its distributions under the Sale Order; (ii) the Prepetition Lender Distribution; and (iii) if such Holder votes to accept the Plan, such Holder shall be deemed a Released Party for all purposes hereunder. The amount of claim in this Class total $16.7 million. This Class will receive a distribution of 31% of their allowed claims. Class 5 shall consist of all General Unsecured Claims against the Debtors. Class 5 Claims are Impaired by the Plan. Each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, settlement, and release, and in exchange for, such General Unsecured Claim, (i) its Pro Rata share of $750,000; and (ii) if such Holder votes to accept the Plan, such Holder shall be deemed a Released Party for all purposes hereunder. The amount of claim in this Class total $21.0 to $24.0 million. This Class will receive a distribution of 6% to 8% of their allowed claims. Notwithstanding anything to the contrary herein, SVB Capital shall be deemed to have waived any entitlement to a distribution on account of any Prepetition Lender Deficiency Claim pursuant to the Global Settlement. In the event the Plan is not confirmed or consummated for any reason, such waiver shall be null and void in all respects. Class 6 consists of Intercompany Claims & Intercompany Interests. Class 6 shall consist of all Intercompany Claims and Intercompany Interests. Each Allowed Intercompany Claim or Intercompany Interest, unless otherwise provided for under the Plan, will either be Reinstated or cancelled and released at the option of the Debtors; provided that no Distributions shall be made on account of any such Intercompany Claim or Intercompany Interest. Beginning in mid-December and continuing until shortly before the date hereof, each of the Debtors, the Committee, SVB Capital, and the other Global Settlement Parties, together with their respective legal, and where applicable, financial advisors, engaged in good faith, hard fought negotiations regarding a mutually acceptable resolution of the contested issues. Those efforts were successful. The Global Settlement gives effect to such mutually acceptable resolution on a full and final basis. The Wind-Down Debtor will fund distributions under the Plan with Cash held on the Effective Date by or for the benefit of the Debtors or the Wind-Down Debtor, including the remaining Sale Transaction Cash proceeds due and payable under the Purchase Agreement and Sale Order after the Closing Date, the proceeds of any non-Cash assets held by the Wind-Down Debtor, the assumption of liabilities by the Purchaser under the Purchase Agreement and Sale Order, and the funding obligations under the Global Settlement. The Debtors have also offered to grant certain releases to Holders of Claims that vote to accept or do not opt of the releases contained in, or object to, the Plan. The Global Settlement Parties have engaged in arms'-length, good faith, hard fought negotiations regarding a mutually acceptable resolution of various matters in these chapter 11 cases. Among other things, SVB Capital has asserted Secured Claims of not less than $16.5 million against Debtor Fast Radius Operations. The Committee, among other things, asserted certain defects in SVB Capital's collateral package and other potential claims and causes of action. The Debtors undertook their own review of such claims and allegations, including a careful assessment of those set forth in the Standing Motion and other potential estate claims and causes of action, including whether and to what extent any such potential estate claims and causes of action may have value. The Debtors, together with the other Global Settlement Parties, ultimately determined that, taking into account the relative merits, cost and uncertainty associated with prolonged litigation, timing and quantum of contingent recoveries (if any), the value, if any, of such potential claims does not exceed the benefits to the estate arising from this Global Settlement. A full-text copy of the Revised Combined Disclosure Statement and Plan dated January 12, 2023, is available at https://bit.ly/3ZBMo0O from Stretto, Inc., claims agent. Co-Counsel for Debtors: Rachel Ehrlich Albanese, Esq. DLA Piper, LLP (US) 1251 Avenue of the Americas New York, NY 10020 Phone: 212-335-4775 Fax: +1 212 884 8575 Email: Rachel.albanese@us.dlapiper.com R. Craig Martin, Esq. 1201 N. Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: craig.martin@us.dlapiper.com W. Benjamin Winger, Esq. 444 West Lake Street, Suite 900 Chicago, Illinois 60606 Telephone: (312) 368-4000 Facsimile: (312) 236-7516 Email: benjamin.winger@us.dlapiper.com Co-Counsel for the Debtors: Daniel N. Brogan, Esq. Bayard, P.A. 600 N. King Street, Suite 400 P.O. Box 25130 Wilmington, DE 19899 Tel: (302) 429-4242 Email: dbrogan@bayardlaw.com About SyBridge Technologies SyBridge Technologies was established in 2019 by Crestview Partners to create a global technology leader that provides value-added design and manufacturing solutions across multiple industries. SyBridge is the combination of 13 acquisitions made to combine different products, services and technologies into a singular technology enabled solution. SyBridge is based in Southfield, Michigan and has operations in the United States, Canada, Mexico and Ireland. On the Web: http://www.sybridgetech.com/ About Fast Radius Fast Radius, Inc. (OTCMKTS: FSRDQ) is a cloud manufacturing and digital supply chain company in Chicago, Ill. Fast Radius, Inc. and affiliates, Fast Radius Operations, Inc. and Fast Radius PTE Ltd., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11051) on Nov. 7, 2022. In the petition signed by Patrick McCusker, authorized signatory, Fast Radius, Inc. disclosed $69.329 million in assets and $55.212 in liabilities. The Debtors tapped DLA Piper LLP (US) and Bayard, P.A., as legal counsels; Lincoln Partners Advisors, LLC, as investment banker; Alvarez & Marsal North, America, LLC as financial advisor; and Stretto, Inc. as claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Nov. 18, 2022. The committee is represented by Potter Anderson Corroon, LLP. FB DEBT: Court OKs Cash Collateral Access, $16.2MM DIP Loan ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized FB Debt Financing Guarantor, LLC and affiliates to, among other things, use cash collateral and obtain postpetition financing. The Debtor obtained senior secured postpetition financing from Jefferies Finance LLC, Cerberus Business Finance, LLC, and FB Intermediate on a superpriority basis consisting of a superpriority priming senior secured multiple draw term loan facility in an aggregate principal amount not to exceed $33 million, of which $16.2 million will be available upon entry of the Interim Order and the remainder of which will be available upon entry of a final order. Jefferies Finance LLC is the administrative and collateral agent for the DIP Lenders under the DIP Credit Agreement. The Debtors began marketing substantially all of the Company's assets prior to the filing of the Chapter 11 Cases with the support of the Prepetition Lenders who agreed to provide, in addition to several forbearances, $26.5 million of bridge term loans on a secured basis. The Bridge Loans provided the Debtors with additional liquidity to continue to fund their operations while the Debtors marketed substantially all of their assets, negotiated a sale of certain assets with AGREM BTY, LLC, and prepared the Company for a smooth landing into chapter 11. The Debtors subsequently entered into a stalking horse purchase agreement that would allow the Debtors to continue marketing their assets postpetition and secured $33 million from the DIP Lenders in debtor in possession financing to fund the Chapter 11 Cases and sale of the Company's assets. The Debtors require immediate access to the DIP Facility to fund the Chapter 11 Cases and preserve the Debtors' going-concern value during the Sale Process. The DIP Credit Facility contemplates that the Debtors must meet throughout their Chapter 11 Cases, the failure of which would constitute an event of default under the DIP Credit Agreement. These Milestones were heavily negotiated and required by the DIP Lenders as a condition to providing the DIP Credit Facility and the Stalking Horse Bid. These milestones include: i. the Debtors will have commenced the Chapter 11 Cases by filing voluntary petitions under chapter 11 of the Bankruptcy Code with the Court on or before January 12, 2023; and ii. on or before January 10, 2023, the Stalking Horse Purchaser and the Debtors will enter into, subject to the Court's approval, the Stalking Horse Agreement. On August 16, 2019, FB Debt Financing Guarantor, LLC (Parent Debtor) and Morphe, LLC entered into the First Lien Credit Agreement, among Morphe, as Borrower, the Parent Debtor, Forma Brands, LLC, Jefferies, as Administrative Agent and Collateral Agent, the lenders party thereto, and certain other parties specified therein. The Prepetition First Lien Credit Agreement currently provides for: (a) a senior secured term loan credit facility in the aggregate principal amount of $660 million; (b) a senior secured revolving credit facility in the aggregate maximum committed principal amount of $50 million; (c) a senior secured incremental term loan credit facility in the aggregate principal amount of $14.75 million; and (d) a senior secured multiple draw "first-out" bridge term loan facility in the aggregate maximum committed principal amount of $28 million. As of the Petition Date, approximately: (a) $685 million in aggregate principal amount and accrued interest and other fees remain outstanding on the Original First Lien Term Loan Facility; and (b) $15 million in aggregate principal amount and accrued interest and other fees remain outstanding on the Incremental First Lien Term Loan Facility. Since the funding of the Original First Lien Term Loans, the Prepetition First Lien Credit Agreement has been amended numerous times. Morphe is not permitted to borrow more than $28 million under the Bridge Loan Facility even if Morphe repays all or a portion of the outstanding Bridge Loans. As of the Petition Date, approximately $26.50 million in aggregate principal amount and accrued interest and other fees remain outstanding on the Bridge Loans. The Bridge Loans have a maturity date of January 12, 2023. Pursuant to the Note Purchase Agreement, dated as of January 7, 2022, and FB Intermediate Holdings, LLC, as the holder, the Prepetition Issuer issued and sold to the Prepetition Holder secured PIK notes in an original principal amount of $14 million with additional issuances and sales on January 27, 2022, February 11, 2022, February 18, 2022, and February 25, 2022, in the aggregate principal amount of $55 million plus any interest accrued and paid in kind. As of the Petition Date, approximately $59 million in aggregate principal amount and accrued interest is outstanding on the Sponsor PIK Secured Notes. The Sponsor PIK Secured Notes have a maturity date of January 7, 2027. As of the Petition Date, (a) the Prepetition Borrower, Holdings, Intermediate Holdings and the Prepetition Guarantors were indebted and jointly and severally liable to the Prepetition Lenders in the aggregate principal amount of $792.731 million on account of the Prepetition Term Loans, Prepetition Incremental Term Loans, Prepetition Revolving Loans and the Prepetition Bridge Loans, inclusive of accrued and unpaid interest and fees, and (b) the Prepetition Issuer was indebted and liable to the Prepetition Holder in the aggregate principal amount of $58.781 million and (b), together with any additional fees, expenses and disbursements. As of the Petition Date, the Debtors have approximately $868 million of funded principal debt obligations. The Debtors acknowledge and stipulate that the Debtors have, since June 30, 2022, been and are in default of their obligations under the Prepetition First Lien Documents and that interest was accruing on the Prepetition First Lien Obligations at the default rate since June 30, 2022. The Debtors have an immediate and critical need to use cash collateral on an interim basis and to obtain credit on an interim basis pursuant to the DIP Credit Facility in order to, among other things, enable the orderly continuation of their operations. As adequate protection of the interests of the Prepetition Secured Parties in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the Prepetition Secured Parties are granted continuing valid, binding, enforceable and perfected postpetition security interests in and liens on the DIP Collateral; provided, that the Adequate Protection Liens will be subject to the Carve-Out. As further adequate protection of the interests of the Prepetition Secured Parties in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, Prepetition Secured Parties are granted as and to the extent provided by section 507(b) of the Bankruptcy Code an allowed superpriority administrative expense claim in each of the Cases and any Successor Cases. A copy of the motion is available at https://bit.ly/3DePZZt from PacerMonitor.com. A copy of the order is available at https://bit.ly/3kii1fO from PacerMonitor.com. The final hearing on the matter is set for February 8, 2022 at 2 p.m. About FB Debt Financing Guarantor, LLC FB Debt Financing Guarantor, LLC and affiliates are a builder of beauty brands anchored in innovative and high-quality products, marketing and operations. The Company's multi-branded and multi-category portfolio includes Morphe, Morphe 2, Jaclyn Cosmetics, and Born Dreamer. The Company's products are sold through top beauty retailers worldwide, including Ulta Beauty, Sephora, Mecca, Douglas, Selfridges, and Target. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10025) on January 11, 2023. In the petition signed by Stephen Marotta as chief restructuring officer, the Debtor disclosed up to $1 billion in both assets and liabilities. The Debtors tapped Bayard, P.A. as Delaware counsel, Ropes and Gray LLP as general bankruptcy counsel, Configure Partners, LLC as investment banker, and Kroll, LLC a notice and claims agent. FB DEBT: Jan. 19 Deadline Set for Panel Questionnaires ------------------------------------------------------ The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of FB Debt Financing Guarantor, LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3w71a27 and return by email it to Linda Richenderfer -- Linda.Richenderfer@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Jan. 19, 2023. 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 FB Debt FB Debt Financing Guarantor, LLC f/k/a Morphe Debt Financing Guarantor, LLC together with their non-Debtor subsidiaries, are a builder of beauty brands anchored in innovative and high-quality products, marketing and operations. The Company's multi-branded and multi-category portfolio includes Morphe, Morphe 2, Jaclyn Cosmetics, and Born Dreamer. The Company's products are sold through top beauty retailers worldwide, including Ulta Beauty, Sephora, Mecca, Douglas, Selfridges, and Target. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10025). In the petition signed by Stephen Marotta as chief restructuring officer, the Debtors disclosed $500 million to $1 billion in both assets and liabilities. Bayard, P.A. is the Debtor's Delaware counsel. Ropes & Gray LLP is the Debtor's General Bankruptcy Counsel. Configure Partners, LLC is the Debtor's Investment Banker. Ankura Consulting Group, LLC is the Debtor's CRO, Director of HR, and Additional Personnel Provider. Kroll, LLC is the Debtor's Notice & Claims Agent. FTX TRADING: 100+ Parties Interested in Buying Part of FTX ---------------------------------------------------------- Pete Syme of Business Insider reports that over 100 parties are interested in buying part of the bankrupt crypto exchange FTX, court documents reviewed by Insider show. Lawyers handling the chapter 11 bankruptcy case are planning to auction off four of the companies previously controlled by Sam Bankman-Fried, who faces up to 115 years in prison if found guilty of all eight criminal charges against him. A document filed in the Delaware bankruptcy court on Sunday said 117 parties had expressed interest in purchasing at least one entity owned by FTX, and 59 confidentiality agreements have been agreed. Their identities haven't been disclosed, but the filing says they include "various financial and strategic counterparties globally." At least 50 parties are interested in LedgerX, an exchange platform purchased by FTX in October 2021, and Embed, bought as part of plans to allow stock trading on FTX, the documents show. FTX Europe and FTX Japan are also up for sale, both with around 40 interested parties, the documents show. The debtors produced management presentations with "preliminary diligence materials" for Embed and LedgerX, but are still in the process of creating these for the FTX platforms — which have had their operations suspended. Bankman-Fried stands accused of misusing as much as $8 billion of customers' money to fund luxury purchases and political donations – although bankruptcy filings from December 2022 said the four businesses up for sale "maintained segregated customer accounts." It also noted that that Embed, LedgerX, and FTX Europe maintained separate computer systems, while FTX Europe and FTX Japan had distinct headquarters. The debtors said they had received "dozens of unsolicited inbound inquiries" and the sales are important to maximize the estate's value, with the hopes of reimbursing FTX customers. Auctions are set to begin on February 27, 2023. However, the United States Trustee, part of the federal justice department, has objected to the sales noting "serious cause for concern." It said that allowing any sales could see business records sold off, which could hinder potential investigations into alleged wrongdoing at FTX. A hearing is scheduled at the Delaware bankruptcy court for Wednesday, January 11, 2023. Lawyers handling the bankruptcy case did not immediately respond to Insider's request for comment, sent outside normal working hours. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal the next day amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, 2022, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index Lawyers at Paul Weiss represented SBF but later renounced representing the entrepreneur due to a conflict of interest. Morris, Nichols, Arsht & Tunnell LLP and Eversheld Sutherland (US) LLP are representing the Ad Hoc Group of Non-U.S. Customers of FTX.com. The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel. FTX TRADING: U.S. and Bahamas to Team Up to Recover Crypto Assets ----------------------------------------------------------------- FTX Trading Ltd. (d.b.a. FTX.com), and its affiliated debtors, and FTX Digital Markets Ltd. ("FTX DM"), acting by the Joint Provisional Liquidators (Brian Simms, K.C., Peter Greaves and Kevin Cambridge), on Jan. 6, 2023, announced their agreement on terms for mutual cooperation in the chapter 11 cases of the FTX Debtors in Delaware and the provisional liquidation of FTX DM in The Bahamas. Under the cooperation agreement, the parties commence work together to share information, secure and return property to their estates, coordinate litigation against third parties and explore strategic alternatives for maximizing stakeholder recoveries. The parties have agreed on parameters for involving FTX DM in the chapter 11 cases and for involving the FTX Debtors in proceedings in The Bahamas. The parties also agreed on the disposition of real estate in The Bahamas in a process operationally led by the JPLs and overseen by courts in both jurisdictions, as well as a process to confirm the inventory of digital assets under the control of the Securities Commission of The Bahamas in the Fireblocks account previously disclosed by the FTX Debtors. The parties are each comfortable the digital assets have been appropriately safeguarded by the Securities Commission as restructuring discussions continue. "We would like to thank all of the Joint Provisional Liquidators of FTX DM for constructive meetings this week in Miami and all their work on behalf of their estate," said John J. Ray III, the Chief Executive Officer and Chief Restructuring Officer of the FTX Debtors. "There are some issues where we do not yet have a meeting of the minds, but we resolved many of the outstanding matters and have a path forward to resolve the rest." "Our meetings stressed our shared objective to find the best solution for customers and creditors of the FTX.com platform," said Brian J. Simms, K.C. "Each jurisdiction has different tools available to accomplish that objective and we look forward to working collaboratively to optimize outcomes for all of our respective stakeholders." The agreement is subject to the approval of the U.S. Bankruptcy Court in Delaware and the Supreme Court of The Bahamas. The FTX Debtors will file the Agreement on the docket in the chapter 11 cases shortly, and it will be available at https://cases.ra.kroll.com/FTX/. * * * The Securities Commission of the Bahamas began liquidation proceedings on November 10 against FTX Digital Markets, the company's Bahamas-based unit. The next day a US Chapter 11 proceeding was filed in Delaware, which included more than 100 FTX entities including FTX Trading and cryptocurrency hedge fund Alameda Research. Bahamian regulators have seized FTX assets, which officials said was meant to safeguard assets that will ultimately be returned to creditors of FTX Digital Markets. Reuters recounts that John Ray, who took control of FTX after founder Sam Bankman-Fried resigned in November 2022, had accused Bahamas-based liquidators of colluding with the disgraced founder to undermine the US bankruptcy case and shift assets to the Bahamas. Mr Ray's lawyers had refused the liquidators' demand for access to internal systems and Slack and email accounts, saying they "did not trust" the Bahamians with information that could be used to siphon assets away from the US bankruptcy team. Bahamian securities regulators accused Mr Ray of displaying "a cavalier attitude towards the truth" in his statements about the Bahamian asset seizures. The US team has also disputed the size of the Bahamian assets that were seized, saying they were worth $296 million in November 2022, not $3.5 billion as the liquidators estimated. Friday's, January 9, 2023, statement said the US team was now comfortable the assets were appropriately safeguarded. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal the next day amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, 2022, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index Lawyers at Paul Weiss represented SBF but later renounced representing the entrepreneur due to a conflict of interest. Morris, Nichols, Arsht & Tunnell LLP and Eversheld Sutherland (US) LLP are representing the Ad Hoc Group of Non-U.S. Customers of FTX.com. The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel. GIGAMONSTER NETWORKS: Case Summary & 30 Top Unsecured Creditors --------------------------------------------------------------- Lead Debtor: GigaMonster Networks, LLC f/d/b/a Amtech Inc. f/d/b/a Gigasphere International, LLC f/d/b/a Gigasphere, LLC 350 Franklin Gateway Suite 300 Marietta, GA 30067 Business Description: The Debtors develop and deploy universal access networks ("UANs") in multi- family and commercial real estate properties, providing internet, video and other network services to approximately 400 customer properties and nearly 35,000 end- user subscribers. The Debtors contract with property owners to set up UANs in their buildings and also provide internet services to subscribers in those buildings. Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Delaware Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- GigaMonster Networks, LLC (Lead Case) 23-10051 Gigasphere Holdings, LLC 23-10052 GigaMonster, LLC 23-10053 Fibersphere Communications LLC 23-10054 Fibersphere Communications of California LLC 23-10055 Debtors' Counsel: Laura Davis Jones, Esq. David M. Bertenthal, Esq. Timothy P. Cairns, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Tel: 302-652-4100 Fax: 302-652-4400 Email: ljones@pszjlaw.com dbertenthal@pszjlaw.com tcairns@pszjlaw.com Debtors' Restructuring Advisor: NOVO ADVISORS LLC Debtors' Investment Banker: BANK STREET GROUP LLC Debtors' Claims & Noticing Agent: KROLL RESTRUCTURING ADMINISTRATION Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petitions were signed by Rian Branning as chief restructuring officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4BUWBCY/GigaMonster_Networks_LLC__debke-23-10051__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/4YJIAHQ/Gigasphere_Holdings_LLC__debke-23-10052__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5A22YDA/GigaMonster_LLC__debke-23-10053__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5I5DMFI/Fibersphere_Communications_LLC__debke-23-10054__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5QGIJXQ/Fibersphere_Communications_of__debke-23-10055__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Zayo Group, LLC Vendor $446,723 PO Box 952136 Dallas, TX 75395‐2136 Britt Bischoff Tel: 847.514.4220 Email: Britt.bischoff@zayo.com 2. Raisecom Trade Debt $290,794 7850 Ulmerton Road Suite 7A Largo, FL 33771 Keith Zalenski Tel: 214.738.6493 Email: kzalenski@rasiecom.com 3. AT&T Vendor $281,962 PO Box 5019 Carol Stream, IL 60197‐5019 Brent Armstrong Tel: 404.218.5407 Email: BA4553@att.com 4. Equinix Inc. Vendor $148,803 4252 Solutions Center Chicago, IL 60677‐4002 Carrie Payne Tel: 650.598.6173 Email: capayne@equinix.com 5. Mastec Advanced Trade Debt $144,851 Technologies 806 S. Douglas Road 10th Floor Coral Gables, FL 33134 Andrea Mayer Tel: 518.406.7120 Email: andrea.mayer@mastec.com 6. Cogent Communications, Inc. Vendor $141,700 P.O. Box 791087 Baltimore, MD 21279‐1087 Kelli Raviele Tel: 404.215.3221 Email: kraviele@cogentco.com 7. Spectrum Enterprise Vendor $138,550 PO Box 223085 Pittsburgh, PA 15251‐2085 Crystal Delarosa Tel: 210.510.3712 Email: crystal.delarosa1@charter 8. Level 3 Communications, LLC Vendor $91,918 P.O. Box 910182 Denver, CO 80291‐0182 Tyler Zecker Tel: 404.526.4480 Email: tyler.Zecker@lumen.com 9. Securematics Trade Debt $87,180 P.O. Box 742202 Los Angeles, CA 90074‐2202 Nancy Stratton Tel: 408.649.7992 Email: nancy.stratton@securematics.com 10. Crown Castle Fiber LLC Vendor $67,553 PO Box 21926 New York, NY 10087‐1926 Ivana Cardona Tel: 786.701.7308 Email: ivana.cardona@crowncastle.com 11. Perfect 10 Trade Debt $62,960 PO Box 841444 Dallas, TX 75284‐1444 Andrea Anderson Tel: 800.205.8620 ex 3109 Email: andrea.anderson@perfect ‐vision.com 12. FiberLight LLC Vendor $54,324 PO Box 602526 Charlotte, NC 28260‐2526 Lisa Ledwith Tel: 678.573.6567 Email: lisa.ledwith@fiberlight.com 13. Regions Bank Trade Debt $53,348 6343 Rosewll Road NE Atlanta, GA 30328 Mark Rohs Tel: 404.268.8697 Email: Mark.rohs@regions.com 14. Comcast Business Vendor $52,392 P.O. Box 37601 Philadelphia, PA 19101‐0601 Oliver Velasquez Tel: 610.226.2149 Email: Oliver_Velasquez@comcast.com 15. TELX ‐ Atlanta Vendor $36,830 (Digital Realty) P.O. Box 419729 Boston, MA 02241‐9729 Adia Salas Tel: 415.825.0749 Email: asalas@digitalrealty.com 16. CenturyLink Vendor $34,097 PO Box 91155 Seattle, WA 98111‐2348 Tyler Zecker Tel: 404.526.4480 Email: tyler.Zecker@lumen.com 17. Winncom Technologies Corp. Vendor $31,940 PO Box 536658 Pittsburg, PA 15253‐5908 Ausra Gajdos Tel: 440.519.2983 Email: a.gajdos@winncom.com 18. Broadriver Communication Vendor $31,268 1000 Hemphill Ave., NW Atlanta, Ga 30318 William Dearing Tel: 901.554.5845 Email: wdearing@calltower.com 19. Stalbird Properties LLC Trade Debt $31,218 14851 State Road 52 Suite 107‐201 Hudson, FL 34669 Matt Stalbird Tel: 813.310.2703 Email: matt@stalbirdproperties.com 20. LTS Managed Technical Trade Debt $30,382 Services LLC 6405 Mira Mesa Boulevard Suite 200 San Diego, CA 92121 Michelle Melson Tel: 406.300.6197 Email: michelle.nelson@ledcor.com 21. Cologix, Inc. Vendor $27,894 PO BOX 732353 DALLAS, TX 75373‐2353 Summer May Tel: 720.940.2558 Email: summer.s.may@cologix.com 22. Portland NAP Vendor $25,500 921 SW Washington Suite 100 Portland, OR 97205 Email: kris@pittock.com 23. CoreSite L.P. Trade Debt $25,214 PO Box 74338 1001 17th Street Denver, CO 80202 Erin Connolly Tel: 303.405.1009 Email: Erina.connolly@coresite.com 24. Wave Wholesale Trade Debt $25,017 PO Box 31001‐2714 Pasadena, CA 91110‐2714 Trish McGowan Tel: 844.910.8519 Email: Trish.mcgowan@wavebroadband.com 25. Ziply Fiber Trade Debt $24,108 PO Box 740407 Cincinnati, OH b45274‐0407 Linda Larson Tel: 503.629.5181 Email: Linda.larson@ziply.com 26. Teksystems Global Services, LLC Trade Debt $24,000 7437 Race Road Hanover, MD 21076 Vernon Jones Tel: 410.540.3039 Email: vejones@teksystems.com 27. BDO Professional $21,498 P.O. Box 642743 Services Pittsburgh, PA 15264‐2743 Paul Lundy Tel: 404.942.2910 Email: plundy@bdo.com 28. Enterprise Fleet Mgmt Trade Debt $21,231 Customer Billing PO Box 800089 Kansas City, MO 64180‐0089 Rachel Moss Tel: 314.274.4415 Email: Rachel.moss@efleets.com 29. Graybar Electric Company, Inc. Vendor $20,144 2050 Nancy Hanks Drive Norcross, GA 30074 Kathy Lewis Tel: 678.291.5133 Email: kathy.lewis@graybar.com 30. Marsh USA Inc. Trade Debt $19,423 1166 Avenue of the Americas New York, NY 10036 Erick Cooper Tel: 404.502.9526 Email: erick.cooper@marsh.com GIRARDI & KEESE: Court Orders Former CFO Kamon to Stay in Jail -------------------------------------------------------------- Gina Kim of Law360 reports that a California federal judge on Monday, January 9, 2023, ordered Girardi Keese's former Chief Financial Officer Christopher K. Kamon to remain jailed on a wire fraud charge, finding him to be a flight risk and rejecting as "not nearly adequate" a proposed bail package that included his new $2. 4 million Bahamas home and properties belonging to a friend and relatives. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against Thomas Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 Telephone: (310) 640-1200 GOTO GROUP: $2.25B Bank Debt Trades at 39% Discount --------------------------------------------------- Participations in a syndicated loan under which GoTo Group Inc is a borrower were trading in the secondary market around 60.8 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $2.25 billion facility is a Term loan that is scheduled to mature on August 31, 2027. The amount is fully drawn and outstanding. GoTo, formerly LogMeIn Inc., is a flexible-work provider of software as a service and cloud-based remote work tools for collaboration and IT management. JAMES & JAN: Starts Subchapter V Bankruptcy Case ------------------------------------------------ James and Jan LLC filed for chapter 11 protection in the District of Central California. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. According to court filings, James and Jan LLC 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. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Jan. 30, 2023, at 09:00 AM at UST-LA2, TELEPHONIC MEETING. CONFERENCE LINE:1-866-816-0394, PARTICIPANT CODE:5282999. Proofs of claim are due by March 22, 2023. About James and Jan James and Jan LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10155) on Jan. 11, 2023. In the petition filed by Mark Allen, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. Susan K Seflin has been appointed as Subchapter V trustee. The Debtor is represented by: Michael Jay Berger, Esq. 14820 Mulholland Drive Los Angeles, CA 90077 JO-ANN STORES: $675M Bank Debt Trades at 39% Discount ----------------------------------------------------- Participations in a syndicated loan under which Jo-Ann Stores LLC is a borrower were trading in the secondary market around 61.3 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $675 million facility is a Term loan that is scheduled to mature on June 30, 2028. About $666.6 million of the loan is withdrawn and outstanding. Jo-Ann Stores, LLC retails fabric and craft products. The Company offers apparel, home decorating fabrics, notions, seasonal accessories, floral, and framing products. KDR SUPPLY: Continued Operations to Fund Plan Payments ------------------------------------------------------ KDR Supply, Inc., and Rocky Day Fisher filed with the U.S. Bankruptcy Court for the Eastern District of Texas a Joint Disclosure Statement describing Joint Plan of Reorganization dated January 12, 2023. Edwin Fisher founded KDR Supply in 1981 to support the local oilfield service industry. At Ed's behest, Fisher joined the company in early 1991. In late 1991, Ed decided that he wanted to retire from working and proposed that Fisher take over the company. Fisher is the sole shareholder of KDR and with the exception of his mortgage and some credit card debts, the debts of Fisher and KDR are essentially the same. Likewise, the majority of Fisher's disposable income is derived from KDR. As such filing a joint plan where all creditors of both KDR and Fisher are paid from the same source – KDR – is not only judicially economical but also a reasonable method of assuring that the creditors receive the maximum recovery. On or about January 27, 2022, the Comptroller seized KDR's accounts at Prosperity Bank. On or about April 4, 2022, the Comptroller seized KDR's accounts at Barbers Hill Bank and First Liberty National Bank. The bank account seizure of April 4, 2022, took all of KDR's operating capital. On April 7, 2022, KDR filed for protection under Chapter 11. After KDR filed, Fisher was sued by Prosperity Bank and Fluid Sealing Products, Inc, over his guarantees of KDR's debts. In addition, the Comptroller sued to reduce the Assessment to a judgment. On September 2, 2022, Fisher filed for protection under Chapter 11 and sought joint administration with KDR to address all of the joint indebtedness. KDR shall continue, and Fisher will manage, the operation of KDR's business and pay the general unsecured creditors of the jointly administered Debtors 15% of its net profits over a five-year period from the effective date of its Plan. Class 6 is impaired and consists of the non-insider unsecured claims under $500.00. There are 14 claims in this class for a total of $2,439.70. These claims shall be paid on the effective date of the Plan. Any member of Class 7 who agrees to reduce their claim to $499.99 may elect to be treated in Class 6 of the Plan. The election to accept treatment in Class 6 shall be made in writing on the ballot. The election to be treated in Class 6 by a Class 7 creditor is an election to accept $499.99 in full satisfaction of their entire claim. Class 7 is impaired and consists of the non-insider unsecured claims in this Estate $500.00 and over. The claims in this class are approximately $3,864,342.48, excluding insider claims. KDR and Fisher's plan payment shall be equal to 15% of the net profits of KDR for the prior calendar year, paid monthly, pro-rata to the members of this class over a five-year period in full satisfaction of their claims. For the first year of the Joint Plan, the payment shall be calculated from the net profits of KDR for the prior 12 months, an amount determined on or before the effective date of the Joint Plan. The first payment shall be made on the fifteenth day of the first full month of the first full quarter following the effective date of the Joint Plan. The first payment to this class is anticipated to be on April 15, 2023, and payments shall continue on a monthly basis for a period of sixty months. The Debtors shall send a profit and loss statement for KDR from which the initial year's payments are calculated, to all creditors when they send the first payment under the Confirmed Joint Plan. At the end of the five-year Plan term, the remaining balance owed, if any, to the allowed unsecured creditors shall be discharged. Any member of Class 7 who agrees to reduce their claim to $499.99 may elect to be treated in Class 6 of the Plan. The election to accept treatment in Class 6 shall be made in writing on the ballot. The election to be treated in Class 6 by a Class 7 creditor is an election to accept $499.99 in full satisfaction of their entire claim. Class 8 is impaired and consists of the equity interest holder of Fisher in KDR. On the effective date of the plan, the existing equity interest shall be deemed cancelled, released, and extinguished, and will be of no further force or effect, without further action or inaction, thereafter. The existing equity interest holder is not entitled to vote on the plan. On the effective date of the plan, KDR is authorized to issue or cause to be issued, new equity interest for eventual distribution in accordance with the terms of this plan without further notice to or order of the Bankruptcy Court. All new equity interests issued pursuant to the plan shall be duly authorized and validly issued. The Plan of Reorganization proposes the continuation of KDR's business with 15% of the net profits to be utilized to fund the Plan over a 5-year period. A full-text copy of the Joint Disclosure Statement dated January 12, 2023 is available at https://bit.ly/3QIDOJR from PacerMonitor.com at no charge. Attorneys for the Debtors: Julie M. Koenig, Esq. Cooper & Scully, PC 815 Walker St., Suite 1040 Houston, TX 77002 Telephone: (713) 236-6800 Facsimile: (713) 236-6880 Email: julie.koenig@cooperscully.com About KDR Supply Inc. KDR Supply, Inc. was founded in 1981 to support the local oilfield service industry. KDR Supply offers, subsurface pumps, industrial supplies, oilfield supplies, pumps, and tools. KDR Supply sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-10115) on April 6, 2022. In the petition signed by president Rocky Fisher, the Debtor disclosed $2,668,765 in total assets and $6,793,314 in total liabilities. Judge Joshua P. Searcy oversees the case. Julie M. Koenig, Esq., at Cooper and Scully, PC, is the Debtor's counsel. KENWOOD COMMONS: Unsecureds to Recover 56% in Lender's Plan ----------------------------------------------------------- Guild Investment Group, LLC, a senior secured prepetition lender of Kenwood Commons, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement for Chapter 11 Plan for the Debtor dated January 12, 2023. The Debtor was formed as a New York limited liability company on July 25, 2017, for the purpose of acquiring and developing the Property, a 74-acre historic site located at 451 Southern Boulevard, Albany, New York. In August 2017, Debtor acquired the Property. The Property consists of (i) the Abbey, and (ii) the land. The Plan Proponent is Debtor's Lender and mortgagee. As of the Petition Date it was owed $9,744,452.36 in unpaid principal, interest, and attorney's fees. Debtor has made no payments to the Lender since the commencement of the Case. In accordance with a judgment of foreclosure and sale rendered by the New York State Supreme Court in favor of the Lender, interest has been accruing daily since the Petition Date, at the rate of 24% per annum. The Plan provides for the liquidation of Debtor by selling Debtor's only material asset, the Property located at 451 Southern Boulevard, Albany, New York (Section: 87.10, Block: 1, Lot: 2.1) (along with the Property Rights of Action), to generate proceeds to pay Allowed Claims of Debtor's estate as more fully described herein and in the Plan. The Plan Proponent intends to sell the Property (and the Property Rights of Action) to obtain its highest and best price, in accordance with the Bid Procedures and applicable provisions of the Bankruptcy Code. The Sale shall be conducted following confirmation of the Plan, but subject to certain conditions set forth in the Plan. In order to effect the sale of the Property, the Plan Proponent will retain the services of Keen-Summit Capital Partners LLC as its real estate advisor to market and auction the Property and the Property Rights of Action pursuant to sections 363, 1123(a)(5)(D), and 1123(b)(4) to obtain the highest and best price, in accordance with the applicable provisions of the Bankruptcy Code. At the Sale, Lender has the right to Credit Bid up to the full amount of its Allowed Claim. In the event that the Lender's Credit Bid is the highest bid, the Lender will take the Property in full or partial satisfaction of the Lender Debt and there will be no cash proceeds for the Estate from the Sale, which means that the Available Cash on the Effective Date will be insufficient to provide creditors of Debtor's estate with the Distributions required to be made on the Effective Date. In this event, any shortfall to pay Allowed Claims in Classes 1 and 4, and Allowed Administrative Claims, will be funded by the Plan Proponent. Plan Proponent will also fund $300,000 for a distribution to Allowed Class 5 Claims (provided that in no event will Plan Proponent fund an amount that provides a recovery to Allowed Class 5 Claims in excess of 100%). Plan Proponent will have an administrative claim in the amount of all amounts contributed to fund distributions to Classes 1 and 4 and Allowed Administrative Claims. Class 5 shall consist of General Unsecured Claims. Each holder of an Allowed General Unsecured Claim in Class 5 shall receive on account of such claim, subject to the provisions of Article 7 of the Plan with respect to Disputed Claims, a Pro Rata distribution of Available Cash after all payments to Class 1, 2, 3, and 4 Claims, any Statutory Fees, and Administrative Claims; provided, however, that if the Plan Proponent is the Successful Bidder based on a credit bid, in full and final satisfaction, settlement, and release from Allowed General Unsecured Claims, the Plan Proponent will contribute up to $300,000 to the Creditor Trust for the benefit of holders of Allowed Claims in Class 5 as more fully provided in Article 6 of the Plan. The allowed unsecured claims total $534,383.06. This amount provides an approximate distribution of 56% based on the estimated amount of claims in this class. The Class may also entitled to additional distributions once senior Classes are paid in full, however, the Plan Proponent believes that this is unlikely to occur. In addition, to the extent that objections that may be filed to Claims in this Class are successful in reducing the overall amount of Claims in this Class, the distribution percentage provided to such Claims would increase. This Class is impaired. Class 6 shall consist of Equity Interests in Debtor. Holders of Allowed Class 6 Interests shall continue to retain and maintain such Interests in Debtor following the Effective Date of the Plan in the same percentages as existed as of the Petition Date. Additionally, to the extent that there is any Available Cash after full payment of all Statutory Fees, Administrative Claims, and all Claims, with interest from the Petition Date onwards at the Federal Judgement Rate, each holder of an Allowed Class 6 Interest shall receive such remaining Available Cash, Pro Rata, in accordance with their respective percentage interests in Debtor. Prior to the Effective Date, the Plan Proponent or its designee shall deposit the Plan Funds into escrow with Counsel to the Plan Proponent. The Plan will be funded by monies made available from the Sale of the Property (and the Property Rights of Action); however, the Plan Proponent shall advance such funds as are necessary to make payments required under the Plan if the Sale proceeds are insufficient to fund all payments required under the Plan. A full-text copy of the Disclosure Statement dated January 12, 2023 is available at https://bit.ly/3IOPeJU from PacerMonitor.com at no charge. Counsel for the Plan Proponent: MORRISON COHEN LLP Joseph T. Moldovan, Esq. Gayle Pollack, Esq. David J. Kozlowski, Esq. 909 Third Avenue New York, NY 10022 T: 212-735-8600 F: 212-735-8708 Email: jmoldovan@morrisoncohen.com gpollack@morrisoncohen.com dkozlowski@morrisoncohen.com About Kenwood Commons LLC Kenwood Commons LLC sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 22-35169) on March 28, 2022. In the petition filed by Jacob Frydman, as manager, Kenwood Commons estimated assets between $100 million and $500 million estimated liabilities between $1 million and $10 million. Wayne M. Greenwald, Esq., of WAYNE GREENWALD PC, is the Debtor's counsel. KREWE ENERGY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Krewe Energy, LLC 200 Caroline Court Covington, LA 70433 Business Description: Krewe Energy is an oil & gas Company that is engaged in the business of acquisition, exploitation and development of creative business ventures within the shallow State waters of the Gulf of Mexico, Inland marsh and Onshore areas of South Louisiana Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 23-10067 Judge: Hon. Meredith S. Grabill Debtor's Counsel: Douglas S. Draper, Esq. HELLER, DRAPER & HORN, LLC 650 Poydras Street Suite 2500 New Orleans, LA 70130 Tel: 504-299-3300 Email: ddraper@hellerdraper.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Barry R. Salsbury as member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C6VE6OQ/Krewe_Energy_LLC__laebke-23-10067__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/CXMOF3I/Krewe_Energy_LLC__laebke-23-10067__0001.0.pdf?mcid=tGE4TAMA KREWE-TBAY LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Krewe-TBay, LLC 200 Caroline Court Covington, LA 70433 Business Description: The Debtor is part of the oil and gas extraction industry. Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 23-10069 Judge: Hon. Meredith S. Grabill Debtor's Counsel: Douglas S. Draper, Esq. HELLER, DRAPER & HORN, LLC 650 Poydras Street Suite 2500 New Orleans, LA 70130 Tel: 504-299-3300 Email: ddraper@hellerdraper.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Barry R. Salsbury as member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/56DG2DA/Krewe-TBay_LLC__laebke-23-10069__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/5XK64SY/Krewe-TBay_LLC__laebke-23-10069__0001.0.pdf?mcid=tGE4TAMA LASHLINER INC: Expects Unsecureds Owed $2M to be Paid in Full ------------------------------------------------------------- Lashliner, Inc. submitted a Third Amended Small Business Plan of Reorganization. The LashLiner values are estimated by the Debtor. The Debtor's primary assets consist of the LashLiner Merchandise, deposits, equipment and intellectual property including two new patents covering LashLiner products in Japan. The Debtor estimates the value of the patents as of the date of the filing of this Plan as $371,410. No independent appraisal of the assets has been performed, but the Debtor estimates that the total retail value of LashLiner Merchandise/Inventory and patents is approximately $5,949,635 pursuant to Exhibit B attached to this plan. To this point in 2021 the company had operated entirely on cash flow from operations, despite the severe impact of having over $5 million of cash tied up in inventory. Cash flow demands led Bob Kitzberger and Laura Hunter to personally contribute over $1,680,000.00 to the business in 2021 and 2022 in a series of deposits. Not only did this represent all of their net proceeds from the business to date, but Mr. Kitzberger also contributed the net proceeds from the sale of his house that year. Under the Plan, Class 4 Allowed General Unsecured Claims against the Debtor total $1,954,515,00. Each holder of an Allowed Class 4 Claim shall receive its pro rata share of all of the Debtor's projected net disposable income over the five-year period following the Effective Date and be paid in full. Based on the projections, the Debtor anticipates such amount equals 100% of the Class 4 Claims. Said payments shall be made semiannually commencing on the 6th month following the Effective Date of the Plan with successive semi-annual payments made each 6-month period thereafter. The Debtor has reached an agreement with Tori Belle to have Tori Belle further secure the Class 4 claims through the recordation of a third position UCC-1 on Tori Belle collateral. LashLiner has sought approval of the recordation of a third position junior lien from PIRS, subject to final documentation and approval at the sole and absolute discretion of PIRS. Class 4 is impaired. The Plan will be funded from a combination of (i) funds on hand in the estate at the time of Confirmation; and (ii) future income generated through sale of LashLiner merchandise, as well as (iii) New Value contributed to the Debtor by Tori Belle as necessary. The financial projections attached hereto as Exhibit E illustrates the amount of income the Debtor projects will be generated over the term of the Plan and the resulting Disposable Income. The Debtor believes that the Debtor will have enough cash on hand on the Effective Date of the Plan to pay all the Claims and expenses that are entitled to be paid on that date. The Plan will be funded from a combination of (i) funds on hand in the estate at the time of Confirmation; (ii) Debtor's generated income, (iii) contribution from Tori Belle as necessary to pay unsecured creditors in full; (iv) payments totaling $75,000 from Laura Hunter and Bob Kitzbergerg and (v) payments totalling $51,972 by Tori Belle for its share of Lashliner's post petition rent. These payments will be made pursuant to a Plan Support and Settlement Agreement with Grant of Security Interest (the "Support Agreement') between Lashliner on the and Bob Kitzberger, Laura Hunter and Tori. Under the Support Agreement Tori Belle shall grant a security interest to LashLiner, junior to the security interests of, first, PIRS Capital, LLC and second, to Bank of America, N.A., in Tori Belle's inventory and in all sale proceeds from the sale of such inventory to secure Tori Belle's obligation under this Plan. In return for the undertakings of Tori Belle, Bob Kitzberger and Laura Hunter under the Support Agreement including the payments and the security interest, LashLiner will release Tori Belle, Bob Kitzberger and Laura Hunter from any and all claims. A true copy of the Support Agreement is attached hereto as Exhibit J. The Order of the Court confirming the Plan shall serve as the order approving and effectuating said Agreement. Counsel for the Debtor and Debtor in Possession: Dmitry Merrit, Esq. 14205 S.E. 36th Street, Suite 100 Bellevue, WA 98006 Tel: (360) 322-4511 Fax: (323) 978-6598 E-Mail: merritlaw@yahoo.com A copy of the Disclosure Statement dated Jan. 6, 2023, is available at https://bit.ly/3vNsMt3 from PacerMonitor.com. About LashLiner Inc. LashLiner Inc., doing business as Lashliner LLC, is an innovative cosmetics brand. The company's initial product is a patent-pending magnetic eyeliner and eyelash system. LashLiner Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-11273) on August 8, 2022. In the petition filed by Robert Kitzberger, as president, the Debtor reported assets and liabilities between $1 million and $10 million. Kathryn E Perkins has been appointed as Subchapter V trustee. The Law Offices of D. Merrit & Associates, is the Debtor's counsel. LAURAVIN LUXURY: Case Summary & Three Unsecured Creditors --------------------------------------------------------- Debtor: The Lauravin Luxury Apartment Homes III L.L.C. 1629 28th Street, SE Washington, DC 20020 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00022 Judge: Hon. Elizabeth L. Gunn Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. 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/BMG5QWQ/The_Lauravin_Luxury_Apartment__dcbke-23-00022__0001.0.pdf?mcid=tGE4TAMA LERAE TOWERS II: Case Summary & Three Unsecured Creditors --------------------------------------------------------- Debtor: Lerae Towers II, LLC 1241 Raum Street, NE Washington, DC 20002 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00025 Judge: Hon. Elizabeth L. Gunn Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. 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/4KI2OMI/Lerae_Towers_II_LLC__dcbke-23-00025__0001.0.pdf?mcid=tGE4TAMA LERAE TOWERS: Case Summary & Three Unsecured Creditors ------------------------------------------------------ Debtor: The Lerae Towers, LLC 537 Peabody Street, NW Washington, DC 20011 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00026 Judge: Hon. Elizabeth L. Gunn Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. 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/VQLLJWA/The_Lerae_Towers_LLC__dcbke-23-00026__0001.0.pdf?mcid=tGE4TAMA LITTCO METALS: Construction Firm Files Subchapter V Case -------------------------------------------------------- LITTCO Metals LLC filed for chapter 11 protection in the Northern District of Mississippi. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor is in the business of building steel structures. It claims to be the most trusted metal building design and construction company in Mississippi, Alabama, and beyond. According to court filings, LITTCO Metals estimates $1 million to $10 million in debt to 50 to 99 creditors. The petition states that funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Feb. 9, 2023, at 1:30 PM at Telephonic Meeting. About LITTCO Metals LITTCO Metals LLC -- https://www.littcometals.com/ -- provides metal building services for residential, commercial, industrial, or agricultural purposes. LITTCO Metals LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-10069) on Jan. 10, 2023. In the petition filed by Jason R. Littrell, as president, the Debtor reported assets and liabilities between $1 million and $10 million. Robert A. Byrd has been appointed as Subchapter V trustee. The Debtor is represented by: J. Walter Newman, IV, Esq. Newman & Newman P. O. Box 696 West Point, MS 39773 LOGIX HOLDING: $250M Bank Debt Trades at 18% Discount ----------------------------------------------------- Participations in a syndicated loan under which Logix Holding Co LLC is a borrower were trading in the secondary market around 82.5 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $250 million facility is a Term loan that is scheduled to mature on December 22, 2024. The amount is fully drawn and outstanding. Logix Holding Company, LLC operates as a holding company. The Company, through its subsidiaries, provides wireline telecom services. Logix Holding serves customers in the United States. LOTUS SKY: Court OKs Final Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized Lotus Sky, LLC to use cash collateral on a final basis in accordance with the budget, with a 15% variance. An immediate and critical need exists for the Debtor to obtain funds to continue the operation of its business. New Millennium Bank may claim that substantially all of the Debtor's assets are subject to its Prepetition Liens as a secured lender. To the extent of any diminution in value in the Pre-Petition Collateral of the Secured Lender, New Millennium Bank is granted valid, binding, enforceable, and perfected liens co-extensive with the Secured Lender's pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtor. The replacement liens granted 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. The Debtor will pay the Secured Lender $4,000 on or before the 5th of each month starting in October 2022, as adequate protection for use of cash collateral. A copy of the order and the Debtor's budget is available at https://bit.ly/3IN0gzv from PacerMonitor.com. The Debtor projects $40,000 in gross revenue and $34,718 in total expenses for one month. About Lotus Sky, LLC Lotus Sky, LLC operates as an OYO Hotel in Amarillo, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-31618) on September 2, 2022. In the petition signed by Kunal Patel, owner, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Michelle V. Larson oversees the case. Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel. MAGNOLIA OFFICE: Jan. 18 Hearing on Disclosure Statement -------------------------------------------------------- Judge Erik P. Kimball has entered an order that the hearing to consider the Approval of Disclosure Statement of Magnolia Office Investments, LLC scheduled for Jan. 11, 2023 at 1:30 PM is continued to January 18, 2022 at 1:30 PM at the United States Bankruptcy Court, Courtroom B, 8th Floor, 1515 North Flagler Drive, West Palm Beach, Florida 33401. Magnolia Office Investments, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a First Amended Disclosure Statement for Plan of Liquidation dated December 1, 2022. The Debtor, Magnolia Office Investments, LLC, owns an office building which it leases to various tenants, primarily (but not limited to) governmental agencies in Tallahassee, Florida. Prior to the Debtor filing for Chapter 11 bankruptcy protection on May 23, 2022 the Debtor operated this commercial office building which it was also renovating to make it more attractive to prospective tenants. While it worked to replace that tenant, two lawsuits were filed against the company and building, which put the building into a posture where certain tenants could not consider the building due to compliance concerns, those being that they could not enter into leases if a building was in foreclosure or bankruptcy. These lease issues caused a strain on cash flow which in turn impacted the Debtor's ability to service its secured debt, thus requiring the filing of this case. The Plan proposes to treat claims as follows: * Class 1 is the Allowed Secured Claim of PS Funding, Inc. On the Effective Date, the Class 1 Claim secured by the Debtor's commercial office building (the sole real estate asset in this case) shall continue to be paid, starting on the Effective Date, $21,000.00 on the first of each month for 6 months including 10.0% interest. No sale restrictions will be placed upon Anand Patel or any entity he is involved in with respect to making a bid on the Property. Furthermore, by agreement Anand Patel will have no further liability to the Class 1 Creditor so long as the property is sold for $3.6 Million or more. * Class 2 is the Claim of Swift Financial. Unless otherwise agreed to by the Debtor and Swift Financial, on the Effective Date, the Class 2 Claim in the amount of $27,884.62, which is 100% undersecured by the Debtor's assets as this lien, to the extent it ever existed, is junior to that of the Class 1 claimant, PS Lending, Inc. The entirety of Class 2 claims, which shall be subject to a contemporaneously filed motion and objection, shall be paid, to the extent allowed, as a part of the General Unsecured Class, Class 7. The Class 2 Claim is impaired. * Class 3 is the Claims of Johnny Blue Craig, PA. On the Effective Date, the Class 3 Claims in the amount of $197,552.37, and $67,916.51 will receive relief from the automatic stay to prosecute their rights, if any, in the state court, and the Debtor will also have stay relief to prosecute its claims against Johnny Blue Craig, PA in the state court as well. The entirety of Class 3 claims, which shall be subject to a contemporaneously filed motion to value and to bifurcate, shall be paid, to the extent allowed, as a part of the General Unsecured Class, Class 7, once the state court has adjudicated its rights to final judgment. * Class 4 is the Claim of Children's Forum. On the Effective Date, the Class 4 Claim in the amount of $49,980.00, which is 100% undersecured by the Debtor's assets as this lien, to the extent it ever existed, is junior to that of the Class 1 claimant, PS Lending, Inc. The entirety of Class 4 claims, which shall be subject to a contemporaneously filed motion to value and shall be paid, to the extent allowed, as a part of the General Unsecured Class, Class 7. * Class 5 consists of the Allowed Taxing Authority Claims of the Leon County Tax Collector (LCTC). Unless otherwise agreed to by the Debtor and the LCTC on the Effective Date, Class 5 shall receive $37,140.28, paid as a part of any closing (whether refinance, sale or auction). On the Effective Date, all post-petition Allowed Taxing Authority Claims are current and will be paid as they come due via proceeds from refinance, sale or auction. * Class 6 consists of the Allowed Taxing Authority Claims of Keys Funding, LLC. On the Effective Date, Class 6 shall receive $124,229.30, paid as a part of any closing (whether refinance or sale) as described in Class 1. On the Effective Date, all the Allowed Taxing Authority Claims are current and will be paid as they come due via refinance, sale or auction. * Class 7 consists of the Allowed General Unsecured claims. On the Effective Date, holder of a Class 7 Claim will be paid a pro rata share of $150.00 per month on their allowed claim in the event the Property is refinanced, starting in Month 1. Class 7 Claims total $13,832.51 (after the projected objections analysis and results), which will be paid a total of $900.00 payable $150.00 monthly beginning in Month 1 through Month 6 of the Plan with a final payment, to the extent the sale proceeds permit the same after payment of all superseding classes and administrative claims, of the entire allowed claims ($13,832.51 less payments made) to be made upon the sale or auction of the Property described in Class 1, or in the 7th month. * Class 8 consists of equity interest holders. The equity interest holder of the Debtor is Anand Patel. The Plan does not violate the Absolute Priority Rule since all allowed creditors are being paid 100% plus reasonable interest on their claims. No plan payments will be made to this Class which will retain its interests except in the event of sale or auction. The Debtor is committing its disposable income to the Plan over a 6-month period. In the event the holder of an allowed unsecured claim objects to confirmation of the Plan, the value of the property to be distributed under the plan will not be less than the projected disposable income of the Debtor to be received during the 6 month period beginning on the date that the first payment is due under the Plan, or during the period for which the plan provides payments, whichever is longer. In the event any secured or administrative claims are paid in full prior to month 6, payment in the amount of the secured or administrative claim will be paid to general unsecured commencing the month after such full payment and in an amount equaling at least 90% of the prior payment made to such secured or administrative claimant. A full-text copy of the First Amended Disclosure Statement dated December 1, 2022, is available at https://bit.ly/3VE7Ik0 from PacerMonitor.com at no charge. Attorneys for Debtor: David Lloyd Merrill, Esq. The Associates 2401 PGA Boulevard 280M Palm Beach Gardens, FL 33410 Tel: 561-877-1111 Email: dlm@theassociates.com About Magnolia Office Investments Magnolia Office Investments, LLC, is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns the commercial office building located at 1211 Governors Square Blvd., Tallahassee, Fla., which is valued at $5.5 million. Magnolia Office Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14044) on May 24, 2022. In the petition signed by Anand Patel, as managing member, Magnolia Office Investments listed as much as $10 million in both assets and liabilities. The case is assigned to Judge Erik P. Kimball. David L. Merrill, Esq., at The Associates is the Debtor's legal counsel. MATRIX PARENT: $380M Bank Debt Trades at 18% Discount ----------------------------------------------------- Participations in a syndicated loan under which Matrix Parent Inc is a borrower were trading in the secondary market around 82.5 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $380 million facility is a Term loan that is scheduled to mature on March 1, 2029. The amount is fully drawn and outstanding. The Company's country of domicile is the United States. MAVERICK GAMING: $310M Bank Debt Trades at 18% Discount ------------------------------------------------------- Participations in a syndicated loan under which Maverick Gaming LLC is a borrower were trading in the secondary market around 82.5 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $310 million facility is a Term loan that is scheduled to mature on September 7, 2026. The amount is fully drawn and outstanding. Maverick Gaming LLC provides gaming, hospitality, and entertainment services. The Company offers slot machines, table games, and hotel rooms. Maverick Gaming serves customers in the United States. MIA PROCESSING: Case Summary & 15 Unsecured Creditors ----------------------------------------------------- Debtor: Mia Processing LLC 115 South Harris Drive Unit F Rockdale, IL 60436 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-00550 Debtor's Counsel: Gregory K. Stern, Esq. GREGORY K. STERN, P.C. 53 West Jackson Boulevard Suite 1442 Chicago, IL 60604 Tel: (312) 427-1558 Email: greg@gregstern.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Lucia as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GXEB56Q/Mia_Processing_LLC__ilnbke-23-00550__0001.0.pdf?mcid=tGE4TAMA MLN US HOLDCO: $1.12B Bank Debt Trades at 67% Discount ------------------------------------------------------ Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 33.5 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.12 billion facility is a Term loan that is scheduled to mature on November 30, 2025. About $281 million of the loan is withdrawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The company's customer focus is on small and medium sized businesses. Mitel is majority-owned by Searchlight Capital Partners, a private equity firm. NASHEF LLC: Hits Chapter 11; UST Drops Dismissal Bid ---------------------------------------------------- Nashef LLC filed for chapter 11 protection in the District of Massachusetts without stating a reason. According to court filings, Nashef 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. The U.S. Trustee has withdrawn its emergency motion to dismiss the Chapter 11 case. Because the Debtor has now provided evidence that it is maintaining the appropriate property and liable insurance on its properties, the United States Trustee withdraws its dismissal motion. About Nashef LLC Nashef LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-40015) on Jan. 9, 2023. In the petition filed by Eyad Nashef, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by: James P. Ehrhard, Esq. Ehrhard & Associates, P.C. 449 Mechanic Street Fitchburg, MA 01420 NAUTICAL SOLUTIONS: Files for Chapter 11 With Plan -------------------------------------------------- Nautical Solutions, L.L.C., and Nautical Solutions (Texas) LLC filed for chapter 11 protection in the Southern District of Texas with a Prepackaged Plan of Reorganization backed by a substantial majority of all of their funded debt creditors. Over the course of the year prior to the Petition Date, the Debtors, their advisors, and their prepetition secured creditors and their advisors worked diligently and negotiated in good faith on the terms of a comprehensive restructuring of the Debtors' capital structure that would refinance the existing funded debt with an issuance of new secured notes. Despite the parties' best efforts, however, the necessary consent to implement an out-of-court transaction could not be reached, and the Debtors must implement the terms of the restructuring through a chapter 11 process. Industry-Wide Downturn Nautical Solutions is a leading provider of marine operational support services and solutions to petroleum exploration, extraction, and production, oilfield service, and offshore construction customers. As a result of an industry-wide downturn, the Debtors were left with insufficient liquidity to meet their near-term maturities under certain debt obligations. Although the market has generally recovered over the course of the last year -- with oil prices returning to pre-COVID-19 prices -- the Debtors have suffered from lingering effects of the industry downturn and were unable to meet their debt obligations. Beginning in late Spring 2021, the Debtors began working in earnest with their key stakeholders to facilitate a consensual restructuring transaction. On August 20, 2021, the Debtors entered into separate forbearance agreements with certain of their lenders under each of the Credit Agreement and the Note Purchase Agreements with respect to the Debtors' then-current payments due to its Term Loan Lenders and Noteholders. Around this time, the Debtors established a Special Committee with a full delegation of authority to consider and approve potential restructuring transactions. On Sept. 6, 2022, the Debtors, all of the Debtors' equity holders, the Noteholders, and certain of the Term Loan Lenders (other than the members of the Lender Ad Hoc Group) executed a restructuring support agreement (the RSA). At present, the RSA continues to have the support of 100% of the Debtors' equity holders and holders of 68% of the First Lien Claims (including 100% of the Noteholders). Ultimately, holders of approximately 74% of the First Lien Claims voted to accept the Debtors' Plan. Given core strengths of the Debtors' business and go-forward commitments for continuing support from the Edison Chouest Offshore enterprise ("ECO"), the Debtors are confident that they can implement the RSA's deleveraging transaction and emerge from chapter 11 with long-term viability. With a prepackaged Plan and such significant stakeholder support in place pursuant to the Restructuring Support Agreement, the Debtors intend to use the chapter 11 process to preserve and maximize value and, as expediently as possible, implement a prepackaged restructuring for the benefit of the Debtors' stakeholders while maintaining their existing operations. Upon emergence from chapter 11, the Debtors should have both a stronger balance sheet and increased flexibility to conduct their operations going forward. Terms of RSA The key terms of the Restructuring Support Agreement, which are reflected in the Plan, include: * treatment for holders of First Lien Claims, who shall receive: (a) the New Senior Secured Notes; (b) any excess Cash distribution owed and payable in accordance with section 4.9(a) of the New Senior Secured Notes Exchange Agreement; and (c) additional Cash in an amount calculated at a rate of 8.50% per annum on $587,500,000 for the period from Sept. 1, 2022 through the Effective Date; * an enhanced collateral package for the benefit of the New Senior Secured Noteholders, including, among other things, new Master Services Agreements documenting material shared services and other intercompany arrangements between the Debtors and certain ECO affiliates, new IP licensing arrangements, and various managers' undertakings and support agreements; * repayment in full or reinstatement of all unsecured trade claims; and * reinstatement of all equity interests in the Nautical Solutions, L.L.C. In addition to issuing New Senior Secured Notes, the RSA also contemplates that the Debtors will assume several asset purchase agreements, which provide for the disposition of six of the Debtors' stacked vessels (otherwise constituting collateral of the Prepetition Secured Parties) for no less than $15.0 million per vessel of net proceeds (the "Asset Sale"), to be used to make mandatory principal payments under the New Senior Secured Notes. Other key terms of the Debtors' comprehensive restructuring transaction set forth in the RSA and the Plan include: * Mutual Releases: The Plan contemplates mutual releases among the Debtors, the Consenting Stakeholders, and any other parties voting in favor of the Plan. * Passive Holding Company: A new passive holdings entity ("New Nautical HoldCo") will be formed holding 100% of capital stock of the Nautical Solutions. Nautical Solutions will become a wholly owned subsidiary classified as an entity disregarded as separate from New Nautical HoldCo for U.S. federal income tax purposes. * Support Agreement: Certain non-Debtor ECO affiliates of Nautical Solutions will provide the applicable lenders, including their affiliates and designees, vessel operations and management support services, for specified time periods, and at markets rates, as set forth in the Restructuring Term Sheet. * Shared Services Agreement: The Debtors will also document any material shared services or other intercompany arrangements and provide that the applicable lenders shall be third-party beneficiaries to any intercompany arrangements performed in the ordinary course. Additionally, the Debtors will grant the lenders an assignable pledge thereunder, whereby services are rendered to the Debtors in the ordinary course and at market rates, and will continue to be available to the lenders, their affiliates, and designees for one year from the date of a change of control of the borrower. * Duration of Shared Service: The intercompany arrangements will be provided to the Debtors until obligations with respect to the New Senior Secured Notes are paid in full, and to a third-party purchaser to which any collateral is sold until the date that is one year following the occurrence of a change of control of the Debtors, with IP and IT licenses continuing on a perpetual basis to such purchases. About Nautical Solutions Nautical Solutions is a leading provider of marine operational support services and solutions to petroleum exploration, extraction, and production, oilfield service, and offshore construction customers. Nautical Solutions, L.L.C and Nautical Solutions (Texas) LLC each filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90002) on Jan. 9, 2023. In the petition filed by Charles F. Comeaux, as chief financial officer, Nautical Solutions reported assets and liabilities between $500 million and $1 billion. The Hon. Christopher M. Lopez oversees the cases. KIRKLAND & ELLIS LLP and KIRKLAND & ELLIS INTERNATIONAL LLP serve as the Debtors' general bankruptcy counsel. JACKSON WALKER LLP is the local counsel. JEFFERIES LLC is the Debtors' investment banker and ANKURA CONSULTING GROUP is the financial advisor. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. NERVIVE INC: Commences Subchapter V Bankruptcy Case --------------------------------------------------- Nervive Inc. filed for chapter 11 protection in the District of Delaware. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Company had a net loss of $238,765 on $355,271 of revenue in the period Jan. 1 to Dec. 5, 2022. Nervive disclosed $1,355,576 in total assets against $2,620,406 in total liabilities as of Dec. 5, 2022. Nervive's petition states that funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Feb. 9, 2023, at 1:00 PM at J. Caleb Boggs Federal Building, 844 King St., Room 3209, Wilmington, Delaware. Proofs of claim are due by March 9, 2023. About Nervive Inc. Nervive Inc. -- https://nervive.com/ -- is a medical clinic that offers emergency treatment for strokes. Nervive is a for-profit C-Corp incorporated in Delaware in December 2013, with headquarters in North East Ohio. Nervive has invested over $10 million in research and development to date, mostly in the form of non-dilutive research grants. Nervive's Vitalflow(TM) is a novel platform technology that stimulates the facial nerve using non-invasive pulsed magnetic energy, resulting in increased blood flow to the brain. The VitalFlowis expected to improve the effectiveness of existing emergency stroke treatments, increasing the delivery of tPA and other clot-busting drugs to the site of arterial obstruction and facilitating the navigation of clot-retrieval catheters through the dilated arteries of the brain. Nervive Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10009) on Jan. 9, 2023. In the petition filed by Emilio Sacristan, as CEOr, the Debtor reported assets and liabilities between $1 million and $10 million. Jami B Nimeroff has been appointed as Subchapter V trustee. The Debtor is represented by: Bradley P. Lehman, Esq. Gellert Scali Busenkell & Brown, LLC 5900 Landerbrook Suite 350 Mayfield Heights, OH 44124 NEWAGE INC: TO Seek Plan Confirmation on Feb. 8, 2023 ----------------------------------------------------- Judge Laurie Selber Silverstein has entered an order approving NewAge, Inc., et al.' Disclosure Statement on an interim basis. The hearing on final approval of the Disclosure Statement and confirmation of the Plan is scheduled for February 8, 2023 at 10:00 a.m. (prevailing Eastern Time). Objections to final approval of the Disclosure Statement and/or confirmation of the Plan, if any, must be filed and served no later than January 27, 2023 at 4:00 p.m. (prevailing Eastern Time). In order to be counted as votes to accept or reject the Plan, all Ballots must be properly executed, completed and delivered, by either mail, overnight courier, or personal delivery, to Stretto, Inc. at one of the addresses specified on the Ballots so that they are actually received no later than January 27, 2023 at 5:00 p.m. (prevailing Eastern Time). The deadline by which all Ballots must be properly executed, completed, and actually received by the Voting Agent shall be January 27, 2023 at 5:00 p.m. (ET); provided, however, that the Debtors are permitted to extend the Voting Deadline at any time before or after the Voting Deadline, on behalf of any individual voter or the Voting Classes, as the facts and circumstances may require. The Debtors must file their brief in support of confirmation of the Plan, together with the form of proposed confirmation order, and file a response to objections to the Plan by February 3, 2023. Third Amended Plan NewAge, Inc., et al. submitted a Third Amended Proposed Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation. As set forth in the Sale Motion, the Debtors sought to establish certain procedures (the "Proposed Bid Procedures") with respect to a competitive sale and marketing process for their assets in a way that would maximize value for all stakeholders in the Chapter 11 Cases. Pursuant to the Proposed Bid Procedures, the Debtors requested the approval of DIP Financing LLC as the stalking horse bidder, with a purchase price consisting of: (i) a credit bid of the full outstanding amounts owed it under the EWB Credit Facility; (ii) a credit bid of the full amount of the DIP Facility; (iii) the payment of all cure costs of assumed and assigned contracts and leases; and (iv) the assumption of certain liabilities as set forth in the Asset Purchase Agreement dated as of August 30, 2022 (as amended, supplemented, or otherwise modified from time to time, the "Asset Purchase Agreement"). On Sept. 21, 2022, the Bankruptcy Court entered an order approving the Bid Procedures. At the hearing on the Sale Motion, the Debtors, the Committee, and DIP Financing agreed on the record that DIP Financing shall (if necessary) make a cash payment to the Debtors for the sole purpose of funding a post-confirmation trust (the "Liquidation Trust") so that remaining property in the Debtors' Estates, along with any necessary "true-up" payments, to be made by DIP Financing, provide the Liquidation Trust a cash balance of no less than $1,500,000 for the benefit of general unsecured creditors after payment of allowed administrative expenses and priority claims (the "GUC Settlement"). Pursuant to the terms of the Bid Procedures and the Bid Procedures Order, interested parties were invited to submit bids in connection with a sale of any portion, or all of, the Debtors' assets no later than October 6, 2022. No Qualified Bids, aside from the Stalking Horse Bid, were received by the Debtors. On October 13, 2022, the Debtors and DIP Financing amended the Asset Purchase Agreement to provide for the sale of the equity in Holdings rather than its assets, for the benefit of Holdings' creditors and to streamline certain licensing requirements for DIP Financing in China.8 While the equity in Holdings was sold to DIP Financing, the equity interests in Morinda, which were owned 100% by Holdings prior to the Sale, were excluded from the Sale. Only Morinda's assets were sold as part of the Sale. As such, Lawrence Perkins still remains the Chief Restructuring Officer of Morinda and remains authorized to act on Morinda's behalf. On October 17, 2022, the Bankruptcy Court entered an order approving the Sale of substantially all of NewAge's, Ariix's, and Morinda's assets and Holding's equity to DIP Financing. On October 17, 2022, the sale closed. Since the Sale has closed, the Debtors have continued to work towards reconciling various accounting issues with DIP Financing that may affect creditors' recovery. After the Sale closed, DIP Financing retained certain Cash held in the Debtors' bank accounts while the parties have attempted to work through the reconciliation process. At this time, the Debtors and DIP Financing have been unable to resolve these accounting issues. If the parties are unable to reach an agreement regarding this dispute court intervention may be necessary. NewAge is the parent company of two wholly-owned, non-debtor subsidiaries, NABC, Inc. and NABC Properties, LLC (the "NABC Entities"), which operated together as a direct store distribution business providing beverages, snacks and other products to grocers, big box retailers and convenience stores (the "DSD Business"). The DSD Business operates in Colorado. On November 11, 2022, the Debtors filed a Motion for Entry of an Order (I) Authorizing the Debtors to Effectuate the Sale of Property of NewAge's Wholly-Owned, Non-Debtor Subsidiaries, (II) Authorizing the Assumption and Assignment of a Lease, and (III) Granting Related Relief [Doc. No. 261] (the "DSD Sale Motion"). The DSD Sale Motion sought approval of the sale of the DSD Business to Legacy Distribution Group, LLC ("Legacy") with a purchase price of $4,500,000, subject to net working capital adjustments as further described in the asset purchase agreement attached to the DSD Sale Motion. The DSD Sale Motion also sought to assume and assign one of NewAge's commercial leases to Legacy, located at 18245 East 40th Avenue, Aurora, Colorado 80011. On November 23, 2022, the Bankruptcy Court entered the Order (I) Authorizing the Debtors to Effectuate the Sale of Property of NewAge's Wholly-Owned Subsidiaries, (II) Authorizing the Assumption and Assignment of a Lease, and (III) Granting Related Relief, thereby approving the DSD Sale Motion. On December 12, 2022, the sale for the DSD Business closed. After entry of the Sale Order, the Debtors have worked toward preparing an orderly winddown of the Chapter 11 Cases and the proposal of a liquidating Chapter 11 plan. On Nov. 9, 2022, the Bankruptcy Court entered an order approving the Bar Date Motion, establishing: (i) December 16, 2022 at 5:00 p.m. (prevailing Eastern Time), as the general bar date (i.e., deadline) for filing prepetition claims, including claims asserting administrative priority under section 503(b)(9) of the Bankruptcy Code for goods delivered within twenty (20) calendar days prepetition; (ii) February 27, 2023 at 5:00 p.m. (prevailing Eastern Time), as the governmental bar date; and (iii) December 16, 2022 at 5:00 pm. (prevailing Eastern Time), as the bar date for filing requests for payment of Administrative Expense Claims (other than Accrued Professional Compensation Claims) arising on or before November 9, 2022. To streamline the process and save costs, the Debtors decided the best course of action was to file a combined plan and disclosure statement, and to seek preliminary approval of the disclosures and the scheduling of a combined, final hearing on plan confirmation and the adequacy of the disclosures. As of the date hereof, the Remaining Assets that will be used for distribution to creditors consist of (i) the Liquidation Trust with an initial principal amount of at least $1,500,000; (ii) causes of action against certain of the Debtors' officers and directors in the Kwikclick Lawsuit, which are being assigned to the Liquidation Trust, and of which there may or may not be up to $35,000,000.00 of D&O insurance coverage available; (iii) all other Causes of Action, all of which causes of action are specifically preserved and assigned to the Liquidation Trust; and (iv) any remaining Cash on hand. As illustrated in the Liquidation Analysis, the Debtors project that there will be approximately $1,500,000.00 of net distributable assets to the Liquidation Trust, in addition to claim recoveries which amounts are currently undetermined. The Debtors have no accurate way to value the Kwikclick Lawsuit and any other potential causes of action. The actual net distributable assets may be materially different from the Debtors' estimates. Class 2A General Unsecured Claims Against NewAge (Liquidation Trust Class) total $279,142. Class 2B General Unsecured Claims Against Morinda (Liquidation Trust Class) total $14,808,711. Class 2C General Unsecured Claims Against Ariix (Liquidation Trust Class) total $942,263. Each holder of an Allowed Class 2 Claim will receive its Pro Rata Share of an interest in the Liquidation Trust Assets. A holder of an Allowed General Unsecured Claim greater than the Convenience Claim Threshold may opt to reduce its claim to the Convenience Claim Threshold to participate in Class 3; however, a holder making such election will be forever barred and waives its right to receive a Distribution for the waived amount. Class 2 is impaired and will recover 0% to 100% of their claims. Class 3A General Unsecured Claims Against NewAge (Administrative Convenience Class) total $6,104. Class 3B General Unsecured Claims Against Morinda (Administrative Convenience Class) total $211,642. Class 3C General Unsecured Claims Against Ariix (Administrative Convenience Class) total $31,694. Each holder of an Allowed Class 3 Claim will receive a Distribution within 30 days of the Effective Date equal to 50% of its Allowed General Unsecured Claim unless the amount deposited in the GUC Administrative Convenience Account is not sufficient to allow for this percentage distribution, in which case the holders of an Allowed Class 3 Claim will receive their Pro Rata Share, which will be less than 50% of each Allowed General Unsecured Claim. The Distributions made to holders of Allowed Class 3 Claims will be made by the Liquidation Trustee from the GUC Administrative Convenience Account. Class 3 is impaired and will recover 0% to 100% of their claims. Counsel for the Debtors: Annette Jarvis, Esq. Michael F. Thomson, Esq. Carson Heninger, Esq. GREENBERG TRAURIG, LLP 222 S. Main Street, Suite 1730 Salt Lake City, UT 84101 Telephone: (801) 478-6900 Facsimile: (801) 303-7397 E-mail: JarvisA@gtlaw.com ThomsonM@gtlaw.com Carson.Heninger@gtlaw.com - and - Alison Elko Franklin, Esq. GREENBERG TRAURIG, LLP 3333 Piedmont Road, NE, Suite 2500 Atlanta, GA 30305 Telephone: (678) 553-2100 Facsimile: (678) 553-2212 E-mail: Alison.Franklin@gtlaw.com - and - Anthony W. Clark, Esq. Dennis A. Meloro, Esq. GREENBERG TRAURIG, LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 E-mail: Anthony.Clark@gtlaw.com Dennis.Meloro@gtlaw.com A copy of the Order dated Jan. 6, 2023, is available at https://bit.ly/3vPvbmW from PacerMonitor.com. A copy of the Third Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation dated Jan. 6, 2023, is available at https://bit.ly/3ZkU3AF from PacerMonitor.com. 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. ON MARINE: US Trustee Has Issues With Exculpation Provisions ------------------------------------------------------------ Andrew R. Vara, United States Trustee for Region 3, objects to the First Amended Combined Disclosure Statement and Plan of Liquidation, filed by ON Marine Services Company LLC and the Official Committee of Asbestos Personal Injury Claimants on November 18, 2022. Through the Amended Plan, the Plan Proponents seek to establish a liquidating trust, funded largely from insurance settlements, that will be the sole source of compensation for victims of exposure to refractory products that contained asbestos sold by the Debtor's division. The United States Trustee has a statutory role in this case as the watchdog of the bankruptcy system to ensure faithful and consistent application of the law, and therefore files this objection to the Amended Plan for four separate and independent reasons. First, the Amended Plan seeks to treat the Amended Plan provisions, and the Amended Plan itself, as a "settlement" subject to the standards of Federal Rule of Bankruptcy Procedure 9019. Second, the Amended Plan contains impermissibly over broad exculpation provisions. Third, the Amended Plan seeks to impermissibly confer Debtor releases without just cause and in contravention of applicable law. Finally, the Amended Plan provides that only the Debtor is obligated to file post-confirmation reports when the Debtor and the Liquidating Trustee should do so. United States Trustee points out that the Amended Plan purports to treat its distributive provisions as if they were a Rule 9019 "settlement" and purports to make the Amended Plan itself a general settlement under Rule 9019 as well as a finding by the Bankruptcy Court that the Parent Entities Settlement is (i) fair, equitable, reasonable, and in the best interests of the Debtor and its Estate; and (ii) fair and equitable to the holders of Asbestos Claims, in light of the benefits provided, or to be provided, to the Liquidating Trust by or on behalf of the Parent Entities. Amended Plan at Section 14.2(a). United States Trustee further points out that the Amended Plan cannot be confirmed because it purports to be a "settlement" with creditors and interest holders who have no formal agreements with the Debtor. Calling the Amended Plan a "settlement" does not supplant other legal standards governing approval of its contents. According to the United States Trustee, section 16.1 of the Amended Plan provides an exculpation that is impermissibly broad. First it shields numerous parties that are not themselves estate fiduciaries but are merely related to an estate fiduciary. It also exculpates acts and omissions related to ". . . any Cause of Action arising before or after the Effective Date and related to any act or omission in connection with, relating to, or arising out of, the administration and implementation of the Plan or the distribution of property under the Plan (which includes pre-petition periods), and may extend past the Effective Date by protecting the Liquidating Trust, the Liquidating Trustee and the Liquidating Trust Advisory Committee all of whom are not estate fiduciaries. United States Trustee asserts that contrary to the limits set forth in PWS and cases interpreting it, the Amended Plan definition of Exculpated Parties extends beyond estate fiduciaries to include all estate fiduciaries' current and former officers, directors, principals, members, managers, shareholders, employees, attorneys, accountants, financial advisors, experts, consultants, and other agents who served in those capacities during the pendency of the Chapter 11 Case, and their respective successors and assigns all in their capacities as such. Amended Plan at Section 3.52. United States Trustee points out that the Amended Plan should not be confirmed unless the exculpation provision is limited to estate fiduciaries and their acts and omissions between the Petition Date and Effective Date. United States Trustee further points out that the Amended Plan provides releases by the Debtor of Causes of Action that constitute property of the Debtor or the Estate of the Released Parties which includes, collectively, ONC, CLI, an Entity which is directly or indirectly owned or controlled by ONC or CLI and a plethora other non-debtor parties. According to the United States Trustee, the Debtor's current and former officers, directors, principals, members, partners, managers, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, experts, and other professionals are to be released by the Debtor. To the extent this provision is intended to act as a release of future actions, or to release persons or entities in the future, it should not be allowed. United States Trustee asserts that section 19.4 of the Amended Plan provides that only the Debtor is responsible for filing reports after plan confirmation. Nothing in this section states that the Liquidating Trustee is also responsible for filing post-confirmation reports in addition to the Debtor. About ON Marine Services Company ON Marine Services Company is the continuation of the entity formerly known as Oglebay Norton Company, as part of which the Ferro Division operated as an unincorporated division. In 1999, Oglebay Norton Company changed its name to ON Marine Services Company and became a wholly-owned subsidiary of a newly formed company known as Oglebay Norton Company, an Ohio corporation. The Ferro Division and/or ON Marine manufactured and sold refractory products for use exclusively in steelmaking. ON Marine Services Company ceased all active business operations in 2010. ON Marine Services Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 20-20007) on Jan. 2, 2020. In its petition, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The petition was signed by Kevin J. Whyte, senior vice president. Chief Judge Carlota M. Bohm oversees the case. The Debtor is represented by Paul M. Singer, Esq., at Reed Smith LLP and Legal Analysis Systems, Inc. as its consultant. Epiq 11 is the claims agent. A committee of asbestos personal injury claimants has been appointed in the Debtor's case. The asbestos committee is represented by Caplin & Drysdale, Chartered. ORBCOMM INC: $360M Bank Debt Trades at 18% Discount --------------------------------------------------- Participations in a syndicated loan under which ORBCOMM Inc is a borrower were trading in the secondary market around 81.8 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $360 million facility is a Term loan that is scheduled to mature on September 1, 2028. About $355.5 million of the loan is withdrawn and outstanding. ORBCOMM, Inc. offers wireless messaging services. The Company operates low earth orbit satellites and ground infrastructure that enable customers to track, monitor, control, and communicate with fixed and mobile assets located anywhere in the world. OUR CITY MEDIA: Court OKs Cash Collateral Access Thru April 30 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, authorized Our City Media of Florida, LLC to use the cash collateral of SouthState Bank, N.A., as successor by merger to Atlantic Capital Bank, N.A., on a final basis in accordance with the budget, through April 30, 2023. As adequate protection, the Debtor grants in favor of the Creditors, 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 the Creditors held a properly perfected prepetition security interest in such assets. In addition, the Debtor will pay SouthState payments in the aggregate amount of $3,000 each month thereafter pending further Court order. SouthState may apply the payments to the loan balance as it sees fit. The Debtor will also maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with SouthState, including the Atlantic Capital Security Agreement. Any liens and security interest granted to the Creditors will be valid and perfected postpetition without the need for execution or filing of any further documents or instruments otherwise required to be filed or be executed or filed under non-bankruptcy law. A copy of the order is available at https://bit.ly/3k9XBFG from PacerMonitor.com. About Our City Media of Florida, LLC Our City Media of Florida, LLC publishes several editions of local community news magazines throughout South Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18896) on November 17, 2022. In the petition signed by Terrance P. Jaillet, president, the Debtor disclosed $154,782 in total assets and $2,154,633 in total liabilities. Judge Scott M. Grossman oversees the case. Robert Furr, Esq., at Furr Cohen, is the Debtor's legal counsel. PACESETTER MANUFACTURING: Court OKs Cash Use Thru Feb 7 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized Pacesetter Manufacturing, Inc. to use cash collateral on an interim basis and provide adequate protection, through February 7, 2023. The Debtor is permitted to use its raw materials and work in process to continue manufacturing inventory of finished goods, sell inventory in the ordinary course of business, and to continue selling its accounts receivable to ENGS Commercial Capital, LLC on the same terms and conditions as set forth in the Factoring and Security Agreement. The Debtor is also authorized to continue inventory financing with ENGS Commercial Capital, LLC on the same terms and conditions as set forth in the Revolving Inventory Loan and Security Agreement. As adequate protection, ENGS Commercial Capital, LLC is granted a replacement lien in all assets of the Debtor. The Debtor is authorized to disburse funds consistent with the Budget, including payment of the Debtor's pre-petition payroll for the pay period ending January 7, 2023. A further hearing on the matter is set for February 7 at 11 a.m. A copy of the order is available at https://bit.ly/3CRSm4d from PacerMonitor.com. About Pacesetter Manufacturing, Inc. Pacesetter Manufacturing, Inc. is an automotive aftermarket supplier of catalytic converters. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00093) on January 6, 2023. In the petition signed by Robert J. Perret, president and CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Daniel P. Collins oversees the case. James F. Kahn, Esq., at Kahn & Ahart, PLLC, represents the Debtor as legal counsel. PERFORMANCE POWERSPORTS: Case Summary & 30 Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Performance Powersports Group Investor, LLC 1775 East University Drive Tempe, AZ 85281 Business Description: The Debtors are in the business of adventure, selling dirt bikes, go-karts, ATVs, golf carts, and the like to retailers throughout the United States. Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Delaware Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Performance Powersports Group Investor, LLC (Lead) 23-10047 Performance Powersports Group Holdings, Inc. 23-10048 Performance Powersports Group Purchaser, Inc. 23-10049 Performance Powersports Group, Inc. 23-10050 Debtors' Counsel: Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. Sally E. Veghte, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 North Market Street, Suite 1000 Wilmington, Delaware 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 Email: dpacitti@klehr.com myurkewicz@klehr.com sveghte@klehr.com - and - Morton R. Branzburg, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania 19103 Tel: (215) 569-3007 Fax: (215) 568-6603 Email: mbranzburg@klehr.com Debtors' Claims & Noticing Agent: OMNI AGENT SOLUTIONS Estimated Assets (on a consolidates basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $100 million to $500 million The petitions were signed by Ken Vanden Berg as chief financial officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UJNDXWY/Performance_Powersports_Group__debke-23-10047__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/VZMOQYI/Performance_Powersports_Group__debke-23-10048__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/2HAVNHI/Performance_Powersports_Group__debke-23-10049__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/2B76F6Y/Performance_Powersports_Group__debke-23-10050__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Hisun China Trade $57,936,135 Chongqing Huansong Industries (Group) Co, Ltd Shiyan Industrial Park, Jiulongpo Dist Chongqing Chongqing, 4000052, China Hisun China Email: Cristina@hsunmotor.com 2. Hisun Motors Corp, USA Trade $3,684,379 310 E University Dr Mckinney, TX 75069 Hisun Motors Corp, USA Tel: 972-446-0760; 972-336-1376 Email: louis@hisunmotors.com 3. Tao Motor China Trade $3,533,277 Attn: Finished Goods 4575 Edison Ave Chino, CA 91710 Tao Motor China Email: monse@colepow.com 4. Pacific Coast Cartage Inc Trade $706,527 2035 E Vista Bella Way Compton, CA 90220 Tel: 310-329-3388 Email: info@pcctrucking.com 5. Northern Group Trade $396,963 926 Willard Dr, Ste 144 Green Bay, WI 54304 Email: lfrank@norgroup.net 6. The Coleman Co License Fee $260,000 Attn: Erica Vail Dept 538 2111 E 37th St N Wichita, KS 67219 Email: Mandy.Lubbers@newellco.com 7. Nam Dinh Vu Port Joint Trade $180,400 Stock Co (Gema) Thanh Dat III Bldg, Rm 703, No4 Le Thanh Tong, May To Ward Hai Phong City Vietnam Tel: +84-969 445 928 Email: haidkn@gemadept.com.vn 8. Jinhua Funrun Vehicle Trade $141,714 Technology Co, Ltd Dongxi Industrial Area Wucheng District Jinhua Zhejiang Province China Email: tangbodesign@foxmail.com 9. Tractor Supply Co Trade $113,477 c/o Event Logistics, Inc 1801 W End Ave, Ste 1530 Nashville, TN 37203 Email: str1701@tractorsupply.com 10. Norton Lilly International Trade $36,760 1 St Louis Centre, Ste 5000 Mobile, AL 36602 Email: CUL-perdiem@nortonlilly.com 11. Brotherhood Transports Trade $36,454 Attn: Dispatch/Accounts Receivable 3929 E 1st St, Ste 4201 Los Angeles, CA 90063 Email: bryan.arriaga@brotherhoodtransports.com 12. Mediterranean Shipping Co (MSC) Trade $30,929 700 Watermark Blvd Charleston, SC 29464 Email: us038-helpmeimport@msc.com 13. UFP Chandler, LLC Trade $17,130 AR Lockbox 6878 W Chandler Blvd Chandler, AZ 85226-3347 Email: Amber.Oneil@ufpi.com 14. Fresh Content Society Trade $15,000 790 Frontage Rd, Ste 523 Northfield, IL 60093 Email: s@freshcontentsociety.com 15. Rich Pacific USA, Inc Trade $14,625 21680 Gateway Center Dr, Ste 128 Diamond Bar, CA 91765 Email: operation7@richpacificusa.com 16. Velvet Hammer Branding, LLC Trade $13,000 Attn: Bill Rempe 100 Pheasant Woods Ct Loveland, OH 45140 Email: eunger@velvethammerbranding.com 17. Snell & Wilmer Legal Services $11,084 1 Arizona Ctr 400 E Van Buren, Ste 1900 Phoenix, AZ 85004-2202 Email: ar@swlaw.com 18. Cherry Bekaert LLP Trade $8,600 P.O. Box 25549 Richmond, VA 23260-5500 Email: invoicing@cbh.com 19. Patsy Goss Settlement $6,953 Address Redacted 20. Summit Outdoors, LLC Trade $5,813 Attn: Jeff Collier 17404 SE 19th St Vancouver, WA 98683 Tel: 360-836-6774 Email: jscollier@comcast.net 21. Senfeng Laser USA Inc Trade $3,000 5989 Rickenbacker Rd Commerce, CA 90040 Tel: 213-275-8643 Email: INFO@SENFENGLASERUSA.COM 22. Rpm Motorsports of Texas Trade $2,822 Attn: Ron Massoletti 1515 Oak Timbers Cir Harker Heights, TX 76548 Tel: 254-466-5298 Email: racingrpm1952@yahoo.com 23. Joe's Lawn & Garden Trade $2,667 1141 26th St Allegan, MI 49010 Tel: 269-673-8736 Email: joeslawnandgarden@charter.ne 24. Family Farm & Home Trade $2,329 Service Center 4325 Plainfield Ave NE Grand Rapids, MI 4952 Email: pete@familyfarmandhome.com 25. Rg Small Engine Trade $1,896 1250 N Winchester St, Ste A Olathe, KS 66061 Tel: 913-839-2495; 913-660-3569 Email: rob@rgsmallengine.com 26. Sundance GS LLC Trade $1,802 4104 W Spring Creek Pkwy Plano, TX 75024 Email: tangbodesign@foxmail.com 27. Starr Lawn & Garden Trade $1,685 3929 S Division Wayland, MI 49348 Tel: 269-792-4123 Email: rreurink.starrlawn@gmail.com 28. Cosco Shipping Lines Trade $1,635 9659 N Sam Houston Pkwy E, Ste 150, 240 Humble, TX 77396 Email: HOUACCTG@COSCO-USA.com 29. Wan Hai Lines Ltd Trade $1,475 Attn: Imports 17200 N Perimeter Dr, Ste 200 Scottsdale, AZ 85255 Email: usperdiem@wanhai.com 30. Wtp Service Trade $1,420 176-25 Union Turnpike Fresh Meadows, NY 11366 Email: info@wtp-register.com PERFORMANCE POWERSPORTS: Seeks $10MM DIP Loan from Tankas Funding ----------------------------------------------------------------- Performance Powersports Group Investor, LLC and affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to, among other things, obtain senior and junior secured superpriority postpetition financing from Tankas Funding VI, LLC. The DIP Lender agreed to make junior lien superpriority debtor-in-possession term loans in an aggregate principal amount not to exceed $10 million in "new money" loans to the DIP Borrower, which DIP Loans will be made available in two separate borrowings: (1) $3.5 million under the DIP Credit Facility to be drawn following entry in the Bankruptcy Cases of the Interim DIP Order approving the DIP Credit Facility on the Closing Date, and (2) the remainder of the DIP Credit Facility to be drawn following entry of a Final DIP Order upon the Final Closing Date; provided, that the DIP Borrower may elect to draw a portion (not to exceed $4.8 million) of such Final DIP Loan on one additional business day after the Final Closing Date that is specified by the DIP Borrower. To facilitate a thorough marketing and sale process and consequently, the Debtors' ability to continue as a going concern, Kinderhook, via its affiliate, Tankas, has agreed to provide the DIP Facility that will address the Debtors' immediate need for liquidity and prevent the liquidation that would otherwise occur absent the financing. Specifically, in the days leading up the filing, the Debtors and the DIP Lender were able to reach terms on the second lien junior financing facility. As a result of the DIP Lenders' willingness to provide the DIP Facility, the Debtors will have sufficient liquidity to stabilize their operations, pay vendors, and fund the administration of these Chapter 11 Cases. The Debtors are required to achieve these milestones: (i) the Interim DIP Order will be entered in the Bankruptcy Cases by no later than 5 calendar days of the date of commencement of the Bankruptcy Cases; (ii) a final order authorizing the borrowings under the DIP Credit Facility on terms acceptable to the DIP Lender will be entered in the Bankruptcy Cases within 30 calendar days of the Petition Date; (iii) the Debtors will file a motion requesting an order from the Bankruptcy Court approving bid procedures relating to the solicitation of qualified bids for the sale of substantially all of the Debtors' assets and businesses, which motion will be in form and substance satisfactory to the DIP Lender, within 2 calendar days of the Petition Date, and the Bankruptcy Court will have entered an order approving the Bidding Procedures within 30 calendar days after the Petition Date; and (iv) within 60 calendar days after the Petition Date, subject to extension solely on account of the availability of the Bankruptcy Court, the hearing to consider the approval of the sale transaction will have occurred and the Bankruptcy Court will have approved the transaction contemplated by the Bidding Procedures. The DIP Credit Facility will be repaid in full in cash on the earliest of these dates: (i) March 31, 2023; (ii) the consummation of any sale of all or substantially all of the assets of the Debtors; (iii) 30 days after the Petition Date if the Final DIP Order has not been entered; (iv) the acceleration of the DIP Credit Facility; (v) the effective date of any plan of reorganization; (vi) the filing of an Unapproved Plan; (vii) the failure of DIP Borrower or any Guarantor timely to satisfy any Milestone; and (viii) with respect to Events of Default, two business days after receipt by the DIP Borrower of a written notice from the DIP Lender of the occurrence of any such Event of Default. The Events of Default include: (i) the entry of an Interim DIP Order or Final DIP Order in form or substance that is not acceptable to the DIP Lender in its sole discretion; (ii) failure to pay principal or Adequate Protection Obligations in full when due, including without limitation, on the Maturity Date; and (iii) failure to pay interest, fees or other amounts in full within three business days after the date due, including without limitation, on the Maturity Date. The Debtors' business is seasonal in nature, and their products are primarily purchased by consumers around the holidays. To capitalize on this demand, the Debtors purchase vehicles that they schedule for delivery in advance of the holidays. The Debtors did just that with Huansong, one of their then primary vendors, who was to deliver all-terrain and utility vehicles prior to the fourth quarter of 2021. Those vehicles were not, however, delivered until the beginning of January 2022. As a result, the Debtors could not capitalize on the 2021 holiday season and suffered losses from their inability to sell their vehicles when demand was high. The Debtors' financial distress was further compounded by delays and costs in shipping caused by supply chain disruption felt across the country, prior management's decision making, increased costs associated with freight, shipping, demurrage and warehousing of inventory deliveries, and a "post-pandemic" reduction in demand from customers. The Debtors engaged Portage Point Partners, LLC in October 2022 to serve as both their restructuring advisor and investment banker. After considering the reasonably available possible courses of action, the Debtors determined that a sale of their assets was in the best interest of the Debtors, their creditors, and all parties in interest under the circumstances, particularly considering the Debtors’ liquidity constraints, litigation, vendor threats, and the anticipated difficulties in raising additional debt or equity financing. After considering all reasonably available courses of action in light of the Debtors' circumstances and Huansong's unwillingness to agree to a commercial resolution, and having received no indications of interest by the January 13, 2023 deadline, it became apparent that the Debtors' liquidity position and other issues would require the continuation of the sale process in a voluntary chapter 11 process, which would also be in the best interests of the Debtors, their creditors, and all parties in interest. Faced with no actionable sale proposal, CPS USA Acquisition, LLC, an affiliate of Kinderhook, agreed to serve as the stalking horse bidder pursuant to the terms of that certain asset purchase agreement, dated January 16, 2023 to acquire the Debtors' assets as a going concern, to expose the Stalking Horse Purchase Agreement to higher and better offers through a chapter 11 process, and to support the process by agreeing, through one of its affiliates, to provide needed debtor-in-possession financing to the Debtors on a junior lien basis. In so doing, the Debtors and the Stalking Horse Bidder have agreed on a sale process that not only represents a value-maximizing, going concern sale of substantially all of the Debtors' assets, but provides for a recovery to Twin Brook Capital Partners and the other Debtors' senior lenders and unsecured creditors whose contracts and/or claims will be assumed under the Stalking Horse Purchase Agreement. The sale process also will provide a recovery of approximately $500,000 to unsecured creditors whose claims were not assumed or assigned, plus the amounts needed to wind down the Debtors’ estates. Moreover, Kinderhook's willingness to serve as the Stalking Horse Bidder will enhance the bidding process—which will continue postpetition -- by providing a floor that prospective bidders must clear and may also provide further opportunity for a commercial resolution with Huansong. As adequate protection, the Prepetition Lenders will receive, in each case subject to the Carve Out: (i) current payment of all reasonable and documented out-of-pocket fees, costs and expenses of the Prepetition Agent; (ii) replacement liens on the collateral securing the Prepetition Credit Agreement; (iii) superpriority administrative expense claims with respect to the foregoing and to the extent of any post-petition diminution in value of the Prepetition Lenders' interest in the collateral securing the Prepetition Credit Agreement; and (iv) access to the Debtors' books and records and such financial reports as are provided to the DIP Lender. A copy of the motion is available at https://bit.ly/3XfnYbW from PacerMonitor.com. About Performance Powersports Group Investor, LLC Performance Powersports Group Investor, LLC and affiliates are in the business of adventure, selling dirt bikes, go-karts, ATVs, golf carts, and the like to retailers throughout the US. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10047) on January 16, 2023. In the petition signed by Ken Vanden Berg, chief financial officer, the Debtor disclosed up to $500 million in both assets and liabilities. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP, represents the Debtor as legal counsel. Tankas Funding VI, LLC, as DIP lender, is represented by Kirkland & Ellis LLP. PIPELINE HEALTH: Updates UCC Settlement; Files Amended Plan ----------------------------------------------------------- Pipeline Health System, LLC, et al., submitted a Second Amended Joint Chapter 11 Plan of Reorganization (Technical Modifications) and a corresponding Disclosure Statement dated January 12, 2023. The Debtors propose this joint chapter 11 plan of reorganization for the resolution of the outstanding claims against, and equity interests in, the Debtors. The Plan incorporates and implements the UCC Settlement, a compromise and settlement of numerous issues and disputes between and among (a) the Debtors, the DIP Lenders and Term Loan Lenders and (b) the Committee designed to achieve a reasonable and effective resolution of the Chapter 11 Cases. Except as otherwise expressly set forth herein or in the Confirmation Order, the UCC Settlement constitutes a settlement of all potential issues and Claims between and among (a) the Debtors, the DIP Lenders and Term Loan Lenders and (b) the Committee. The key terms of the UCC Settlement are as follows: * the release by the Debtors of the Preference Actions that could have been asserted against the Released Preference Action * the commitment by the Debtors to increase the budget with respect to the aggregate amount available to satisfy Claims arising under Bankruptcy Code section 503(b)(9) and Cure Claims by to an aggregate amount of $12.25 million; * certain agreed changes to the Plan and the Schedule of Retained Causes of Action as set forth herein and in the Plan Supplement; and * the Committee agreed to provide a statement in support of the Plan, which statement was filed on January 11, 2023. The Amended Plan does not alter the proposed treatment for unsecured creditors and the equity holders: * On the Effective Date, each General Unsecured Class 6 Claim shall be discharged and released, and each Holder of a General Unsecured Claim shall not receive or retain any distribution, property, or other value on account of such General Unsecured Claim. * Subject to the Restructuring Transactions Memorandum, each Intercompany Interest shall be Reinstated, distributed, contributed, set off, settled, cancelled and released, or otherwise addressed at the option of the Reorganized Debtors (with the consent of the DIP Lenders and the Term Loan Lenders). * Existing Parent Interests shall be cancelled (i) in the event Pipeline Parent is designated as New Pipeline, on the Effective Date or (ii) in the event Pipeline Parent is not designated as New Pipeline, if and when Pipeline Parent is dissolved. Each Holder of Existing Parent Interests shall neither receive nor retain any property of the Estate on account of such Existing Parent Interests thereafter. The Debtors shall fund distributions under the Plan pursuant to the Equitization Restructuring, as applicable, with (a) the issuance of the New Common Equity; (b) the issuance of or borrowings under (i) the Exit Facility, (ii) the Takeback Facility, and (iii) the New Money Exit Facility; and (c) Cash on hand. Each distribution and issuance referred to the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. On the Effective Date, New Pipeline shall issue the New Common Equity pursuant to the Plan. The issuance of the New Common Equity, including, if applicable, equity awards reserved for the Management Incentive Plan, by the Reorganized Debtors shall be authorized without the need for any further corporate or other action by the Debtors or Reorganized Debtors or by Holders of any Claims or Interests. A full-text copy of the Technically Modified Second Amended Joint Plan dated January 12, 2023 is available at https://bit.ly/3kkGdhC from epiq11, the claims agent. Proposed Co-Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Kristhy M. Peguero, Esq. Veronica A. Polnick, Esq. Javier Gonzalez, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com kpeguero@jw.com vpolnick@jw.com jgonzalez@jw.com - and - Steven N. Serajeddini, Esq. Zachary R. Manning, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: steven.serajeddini@kirkland.com zach.manning@kirkland.com - and - Jaimie Fedell, Esq. 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: jaimie.fedell@kirkland.com About Pipeline Health Systems Pipeline Health Systems, LLC is an independent, community-focused healthcare network that offers a wide range of medical services to the communities it serves, including maternity care, cancer treatment, behavioral health, rehabilitation, general surgery, and hospice care. Headquartered in El Segundo, California, Pipeline's operations include seven safety net hospitals across California, Texas, and Illinois, with approximately 310 physicians and over 1,150 beds to serve patients, and a company-wide workforce of over 4,200. Pipeline Health Systems and its affiliates sought Chapter 11 protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In the petition signed by Andrei Soran, authorized signatory, Pipeline Health Systems disclosed $500 million to $1 billion in assets and liabilities. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura Consulting Group, LLC as restructuring advisor; and Jefferies, LLC, as financial advisor and investment banker. Epiq Corporate Restructuring, LLC, is the claims agent. PLUTO ACQUISITION: $873.4M Bank Debt Trades at 28% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Pluto Acquisition I Inc is a borrower were trading in the secondary market around 72.5 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $873.4 million facility is a Term loan that is scheduled to mature on June 20, 2026. About $858 million of the loan is withdrawn and outstanding. Pluto Acquisition I, Inc. provides health care services. The Company operates in the United States. POLAR US BORROWER: $1.48B Bank Debt Trades at 16% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Polar US Borrower LLC is a borrower were trading in the secondary market around 84.3 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.48 billion facility is a Term loan that is scheduled to mature on October 15, 2025. About $1.36 billion of the loan is withdrawn and outstanding. Polar US Borrower, LLC is the pass-through entity of ultimate parent, SK Blue Holdings, LP, an affiliate of private investment firm, SK Capital Partners. SI Group manufactures performance additives for use in polymer, rubber, lubricants, fuels, adhesives applications, surfactants in addition to some specialty chemicals. POWER STOP: $395M Bank Debt Trades at 33% Discount -------------------------------------------------- Participations in a syndicated loan under which Power Stop LLC is a borrower were trading in the secondary market around 67.5 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $395 million facility is a Term loan that is scheduled to mature on January 26, 2029. The amount is fully drawn and outstanding. Power Stop LLC manufactures and distributes auto parts. The Company offers brake pads and calipers, rotor kits, sensors wires, and other braking systems for cars, trucks, SUVs, duty trucks and tows, and utility vehicles. QUEST SOFTWARE: $2.81B Bank Debt Trades at 16% Discount ------------------------------------------------------- Participations in a syndicated loan under which Quest Software Inc is a borrower were trading in the secondary market around 83.6 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $2.81 billion facility is a Term loan that is scheduled to mature on February 1, 2029. About $2.80 billion of the loan is withdrawn and outstanding. Quest Software Inc. provides software solutions. The Company offers an enterprise software that identities, users and data, streamlines IT operations, and hardens cybersecurity from the inside out. Quest Software serves customers in the United States. RED PLANET: $1.40B Bank Debt Trades at 34% Discount --------------------------------------------------- Participations in a syndicated loan under which Red Planet Borrower LLC is a borrower were trading in the secondary market around 66.4 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.40 billion facility is a Term loan that is scheduled to mature on September 30, 2028. About $1.38 billion of the loan is withdrawn and outstanding. Red Planet Borrower, LLC (dba Liftoff), headquartered in Redwood City, Calif., is an independent mobile app marketing and advertising platform. The company was formed in September 2021 through the combination of Liftoff Mobile, Inc. and Vungle Inc., both portfolio holdings of Blackstone Inc., which retains majority ownership of the combined entity. REDSTONE HOLDCO 2: $1.11B Bank Debt Trades at 27% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Redstone Holdco 2 LP is a borrower were trading in the secondary market around 72.7 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.11 billion facility is a Term loan that is scheduled to mature on April 27, 2028. The amount is fully drawn and outstanding. Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of the buyout of the RSA Security business from Dell Inc. RESEARCH NOW: $250M Bank Debt Trades at 38% Discount ---------------------------------------------------- Participations in a syndicated loan under which Research Now Group LLC is a borrower were trading in the secondary market around 62.3 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $250 million facility is a Term loan that is scheduled to mature on December 20, 2025. The amount is fully drawn and outstanding. Headquartered in Plano, Texas, Research Now Group, LLC (formerly Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly Survey Sampling International, LLC), provides data collection services through online, mobile and offline surveys used by market research firms, consulting firms and corporate customers. RISING TIDE: $400M Bank Debt Trades at 57% Discount --------------------------------------------------- Participations in a syndicated loan under which Rising Tide Holdings Inc is a borrower were trading in the secondary market around 43.1 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $400 million facility is a Term loan that is scheduled to mature on June 1, 2028. The amount is fully drawn and outstanding. Rising Tide Holdings, Inc. is a specialty marine aftermarket retailer. Rising Tide is controlled by investment funds affiliated with L Catterton following a leveraged buyout in May 2021. ROOF IT BETTER: Wins Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida authorized Roof It Better, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor is a party to a UCC-1 with CT Corporation System, as representative for One Funder in which One may purport to have a security interest in accounts receivable and other assets of the Debtor. In support of the foregoing agreement and as perfection of the purported lien thereunder, the Court finds that a UCC-1 Financing Statement was filed on October 14, 2021, in which One claims a security interest in the collateral. The Debtor is a party to a UCC-1 with Forward Financing, LLC in which Forward purports to have a security interest in the Debtor's future accounts receivable. In support of the foregoing agreement and as perfection of the purported lien thereunder, the Court finds that a UCC-1 Financing Statement was filed on January 17, 2022, in which Forward claims a security interest in the collateral described. As adequate protection, One and Forward are granted, as of the Petition Date, a replacement lien to the same extent as any pre-petition lien, pursuant to 11 U.S.C. section 361(2) on the property set forth in its security agreements, without any prejudice to any rights of the Debtor to seek to void the lien as to the extent, validity, or priority of said liens. A further hearing on the matter is set for April 1, 2023 at 1:30 p.m. A copy of the order is available at https://bit.ly/3QI0aLk from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3CR7sXx from PacerMonitor.com. The budget provides for total expenses, on a monthly basis, as follows: $109,000 for January 2023; $111,500 for February 2023; $111,150 for March 2023; and $113,650 for April 2023. About Roof It Better Roof It Better, LLC, a residential and commercial roofing contractor, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14651) on June 15, 2022. In the petition signed by Teresa Mehaffey, manager, the Debtor disclosed $123,739 in assets and $2,102,056 in liabilities. Judge Mindy A. Mora oversees the case. The Debtor tapped Craig I. Kelley, Esq., at Kelley, Fulton, Kaplan & Eller PL as counsel and Venita Ackerman, CPA, at Ackerman Rodgers, CPA, PLLC as accountant. RPJ HOSPITALITY: Files for Chapter 11 Bankruptcy ------------------------------------------------ RPJ Hospitality LLC filed for chapter 11 protection in the Western District of Louisiana without stating a reason. According to the bare-bones petition, RPJ Hospitality estimates $500,000 to $1 million in total debt to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Feb. 13, 2023 at 2:00 PM at 341 Meeting - Telephone Conference, UST. About RPJ Hospitality RPJ Hospitality LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 23-50023) on Jan. 11, 2022. In the petition filed by Ravi Daggula , as manager, the Debtor reported assets between $1 million and $10 million and liabilities between $500,000 and $1 million. The Debtor is represented by: Thomas E. St. Germain, Esq. Weinstein & St. Germain, LLC 338 N Sterling Drive Lafayette, LA 70501 RUNNER BUYER: $500M Bank Debt Trades at 24% Discount ---------------------------------------------------- Participations in a syndicated loan under which Runner Buyer Inc is a borrower were trading in the secondary market around 75.8 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $500 million facility is a Term loan that is scheduled to mature on October 21, 2028. The amount is fully drawn and outstanding. Runner Buyer, Inc. is an e-commerce provider of rugs and home decor products through its website rugsausa.com and e-commerce marketplaces. S2 ENERGY 1: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: S2 Energy 1, LP 200 Caroline Court Covington, LA 70433 Business Description: The Debtor is part of the oil and gas extraction industry. Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 23-10068 Judge: Hon. Meredith S. Grabill Debtor's Counsel: Douglas S. Draper, Esq. HELLER, DRAPER & HORN, LLC 650 Poydras Street Suite 2500 New Orleans, LA 70130 Tel: 504-299-3300 Email: ddraper@hellerdraper.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Barry R. Salsbury as member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: https://www.pacermonitor.com/view/4B77ZXY/S2_Energy_1_LP__laebke-23-10068__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/7ZXZYFA/S2_Energy_1_LP__laebke-23-10068__0001.0.pdf?mcid=tGE4TAMA S2 ENERGY OPERATING: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: S2 Energy Operating, LLC 200 Caroline Court Covington, LA 70433 Business Description: The Debtor is part of the oil and gas extraction industry. Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 23-10066 Judge: Hon. Meredith S. Grabill Debtor's Counsel: Douglas S. Draper, Esq. HELLER, DRAPER & HORN, LLC 650 Poydras Street Suite 2500 New Orleans, LA 70130 Tel: 504-299-3300 Email: ddraper@hellerdraper.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Barry R. Salsbury as member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7CCVSRQ/S2_Energy_Operating_LLC__laebke-23-10066__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/637WF6Q/S2_Energy_Operating_LLC__laebke-23-10066__0001.0.pdf?mcid=tGE4TAMA SERVICIOS CORPORATIVOS JAVER: Fitch Affirms LongTerm 'BB-' IDRs --------------------------------------------------------------- Fitch Ratings has affirmed Servicios Corporativos Javer, S.A.B. de C.V.'s (Javer) Long-Term Local- and Foreign Currency Issuer Default Ratings (IDRs) at 'BB-'. In addition, Fitch upgraded the Long-Term National Rating to 'A(mex)' from 'A-(mex)'. The Rating Outlook for all ratings is Stable. Javer's ratings are supported by its strong business position as one of the largest homebuilding companies in Mexico, the ability to adjust its sales mix to market dynamics, improved operating margins and comfortable liquidity position. The upgrade of the National Scale Rating reflects Fitch's expectation that the company's profitability will remain strong, with an estimated EBITDA margin around 14%, positive FCF generation, gross leverage around 2.0x, and a strong liquidity profile. KEY RATING DRIVERS Strengthened Leverage Metrics: For the LTM as of September 2022, Javer's net leverage ratio (net debt/EBITDA pre IFRS16) was 0.9x, the lowest in a decade, down from 1.7x in December 2021 and 2.5x in December 2020. The improvement in the company's net leverage reflects higher margins and positive FCF as result of the strategy to focus in the middle income and residential segments. In 2022, Javer used excess cash generation to reduce its debt balance and Fitch expects the company will close 2022 with total debt of MXN2.450 billion. Deleveraging is expected to continue in the following years due to a stable cash flow generation and the scheduled amortization of debt. Revenue Growth Despite Volume Decline: Javer's business model has shown flexibility to adapt the sales mix to market conditions and benefit from it. The change in sales mix toward middle-income and residential segments mitigates the decline in sales volume. LTM September 2022 average sale price for Javer was around MXN653 thousand, up 12.5% from MXN580 thousand during 2021, driven primarily by the change in sales mix. In terms of units, the company sold 12,066 in the LTM as of 3Q22, down from 13,991 in 3Q21. Solid EBITDA Margin Supports Deleverage: EBITDA margin has been strong in the last couple of years; for the LTM as of September 2022 it was 13.7%, similar to 13.9% in December 2021 and 13.2% in December 2020. Javer has continued to diversify its portfolio of projects and locations, driving the sales mix toward higher-margin and higher average price products. Increased revenue generation has allowed Javer to strengthen its credit metrics and liquidity. Fitch expects margins to continue at similar levels over the next 24 months. Positive FCF Generation: Efficiencies in working capital have benefited FCF generation. In addition, land investment has been low since 2020 due to delays in the acquisitions pipeline process, from the seller side. Javer's working capital management will continue to be key for business and financial strengthening in the coming years. Fitch projects that land investment will resume in 2023 to levels between MXN850 million to MXN1 billion annually; moreover, Fitch expects that Javer will generate positive FCF in the rating horizon, allowing it to cover scheduled debt amortizations. Industry Still Linked to INFONAVIT: Javer continues to maintain its market share as the leading national provider of new homes sold through the INFONAVIT mortgage system. The share of units sold through INFONAVIT and COFINAVIT loans has historically been high. At the end of September 2022, it was around 86%, down from 87% in 2021 and 92% in 2020. In August 2021, a set of new rules and policies to qualify for an INFONAVIT individual home loan were approved, which will apply to all housing intended to be acquired and granted as collateral through an INFONAVIT loan. Housing developments must adhere to the new criteria regarding location, mobility, and environment that could make more difficult finding reserves that meet the conditions of the new regulation or that the cost of these reserves does not correspond to the company's strategy. DERIVATION SUMMARY Javer's rating is supported by its market leadership and product diversification in Mexico. The company continues to be a leader of new homes sold through the Infonavit system in Mexico. Javer's operations are concentrated in seven states where the company holds one of the largest market shares. Homebuilding companies in the U.S., such as M/I Homes, Inc. (BB/Stable), Meritage Homes Corporation (BB+/Stable) and Lennar Corporation (BBB/Stable), are larger in scale in terms of revenues and market diversification. Compared with Javer, U.S. peers have stronger EBITDA margins (Meritage and Lennar), net leverage and interest coverage metrics. Also, U.S. peers have access to a broader range of sources of financing. Compared with Mexican peers as Inmobiliaria Ruba, S.A. de C.V. (Ruba [AA-(mex)/Stable]) and Consorcio Ara, S.A.B. de C.V. (Ara [A+(mex)/Stable]) Javer has lower average price per unit, higher net leverage and lower interest coverage metrics; in terms of volume, in the first nine months of 2022 Javer sold 9,135 units, Ruba 7,170 and Ara 4,658. Javer is present in seven Mexican states, Ruba in 12 and Ara in 16 (although it concentrates operations in Estado de Mexico and Quintana Roo). KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Javer include: - Reduction of 5.3% in units sold in 2022; average increase of 4% in 2023-2025; - Average prices rise 12% in 2022 due to better sales mix; increase stabilizes in 2023-2025 at 3.7% per year on average, in line with expected inflation; - Revenues increase 6% in 2022; in 2023-2025 revenues grow by an average of 8%; - Average EBITDA margin of around 14%; - Land investment equivalent to 10% of revenues in forecasted period; - Debt amortizes according to schedule. Includes refinancing of MXN2.450 billion in 4Q22. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Maintain sustained gross leverage below 2.0x; - Strong operational results reflected in EBITDA margin above 14% over the rating horizon; - Continued positive FCF generation across the cycle and a strengthened financial flexibility; - Strong liquidity position. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Sustained EBITDA margin reductions below 12%; - Land investment levels substantially above current expectations of investing to replace land reserves used; - Negative FCF for consecutive years driven by increasing working capital needs; - Weakening of cash position; - Gross leverage above 3.0x. LIQUIDITY AND DEBT STRUCTURE Very Strong Liquidity: As of Sept. 30, 2022, the company's liquidity is strong with an available cash balance of MXN1.391 billion. The change in product mix to higher average-priced housing, coupled with lower land inventory investments, freed up working capital resources. Fitch expects a normalization in the working capital cycle as well as investments in land inventories to support the operation in the next 2-3 years. The company refinanced its syndicated loan in 4Q22 with lower cost and a comfortable amortizing schedule starting in 2024. ISSUER PROFILE Javer is one of the largest homebuilding companies in Mexico. The company's growth is based on its participation in the homebuilding market in Mexican states that have above average economic development and population growth. Entity/Debt Rating Prior ----------- ------ ----- Servicios Corporativos Javer, S.A.B. de C.V. LT IDR BB- Affirmed BB- LC LT IDR BB- Affirmed BB- Natl LT A(mex)Upgrade A-(mex) SILVER INVESTORS: Unsecured Creditors to be Paid in Full in Plan ---------------------------------------------------------------- Silver Investors, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement in connection with the accompanying Chapter 11 Plan of Reorganization. The Debtor owns a single-family residential building (the "Property") at 33 Essex Street Brooklyn, New York. The Property is encumbered by a first mortgage with original loan amount of $335,052 and with an amount due as of the date of this Plan of $481,944.48. Before the filing of the Chapter 11 case, the Borrower became delinquent with respect to its first mortgage obligations due to his unemployment. Borrower's income was his sole source of revenue. Being unemployed, the borrower has not income to meet operating expenses of the building, to pay real estate taxes and to make the payments owed under the mortgage. It was at this time the Borrower contacted the Debtor about purchasing the property pursuant to a short sale offer Borrower had received from USAA Federal Savings Bank. Due to a combination of issues including Borrower's inability to relocate, friction between the Borrower and Debtor, the offered settlement expired. The parties worked out their differences and Borrower's counsel reached out USAA Federal Savings Bank for a new offer but was unsuccessful. As close in time to a few days prior to filing the bankruptcy petition, the Debtor's principal provided USAA Federal Savings Bank with all of the requested documents and proof of funds but neither party or their respective attorneys have received any feedback on settlement offer which was presented more than 4 months ago. As neither the Debtor or the Borrower have been able to get a response from the lender, the Plan includes two options to address the first mortgage on the property; settlement or reinstatement. The source of funds for either option shall be funds held by the principal of the Debtor, Silver Investors, Inc., Chaim Walter. Proof of funds were presented to USAA Federal Savings Bank (pre-petition). The Debtor's decision to seek Chapter 11 relief was necessitated by a foreclosure action commenced by USAA Federal Savings Bank, after the Borrower defaulted on its loan obligations to USAA Federal Savings Bank and the bank did not inform the Debtor of its acceptance or rejection of the Debtor's offer to settle after proof submission of all required documents as well as proof of funds. Class 3 consists of Allowed Unsecured Claims. The allowed Class 3 claims of unsecured creditors, if any, shall be paid in full with in 60 days after the Effective Date of the Plan. Class 3 is impaired under the Plan and eligible to vote. Class 4 consists of the equity membership interests in the Debtor. Class 4 Equity Interest shall not be affected by the Plan and the Class 4 interest holder shall continue to retain his equity interest in the Reorganized Debtor following Confirmation of the Plan. The continued retention of equity in the Reorganized Debtor by the Class 4 interest holder is permissible by virtue of his New Value Contribution. The Class 4 Equity holders is not eligible to vote because of his insider status. Funding for the Plan payments shall come from the injection of such new value contributions by or on behalf of Debtor's principal Mr. Chaim Walter as may be necessary to fund any payments under the plan. All property of the Debtor's estate shall vest in the Reorganized Debtor, subject to the restructured USAA Federal Savings Bank mortgage. A full-text copy of the Disclosure Statement dated January 12, 2023 is available at https://bit.ly/3IQFY8f from PacerMonitor.com at no charge. Counsel to the Debtor: LAW OFFICES OF STACEY SIMON REEVES Stacey Simon Reeves, Esq. 3220 Fairfield Avenue #7A Bronx, New York 10463 About Silver Investors Silver Investors, Inc. owns a single family residential building (the "Property") at 33 Essex Street Brooklyn, New York. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 22-42196) on Sept. 13, 2022. The Debtor is represented by Stacey Simon Reeves, Esq., of the LAW OFFICE OF STACEY SIMON REEVES. SNC VENTURES: Seeks Cash Collateral Access, $270,000 DIP Loan ------------------------------------------------------------- SNC Ventures, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral and obtain secured post-petition financing from Shopify Capital, Inc. The Debtor and Shopify Capital have a long history of productive business relations. This relationship and continued funding from Shopify Capital are essential to the Debtor's operations and potential for a successful reorganization. The Debtor has received numerous funding rounds from Shopify Capital, which have been critical to the growth and previous success of the Debtor's business operations. Prior to the petition date, the Debtor and Shopify Capital entered into a Shopify Capital Agreement, which is currently outstanding and addressed by the Debtor's cash collateral motion. On December 29, 2022, the Shopify Capital web portal indicated that the Debtor was eligible for an additional round of funding, and the Debtor took steps to complete the paperwork necessary for the additional round of funding, which was approved by Shopify Capital as part of its automated approval process. On January 5, 2023, Shopify Capital funded the post-petition funding request in the amount of $270,000 in exchange for total future remittances from the Debtor of $299,700, at a rate of 13% of revenue generated on the Shopify platform, pursuant to the Shopify Capital Agreement. To date, the Debtor continues to hold the Funded Amount and indeed has not spent any of the Funded Amount. Further, the Debtor will not spend or otherwise use the Funded Amount until given Bankruptcy Court authority to do so. Since remittance of the Funded Amount, Shopify Capital has productively engaged with the Debtor and its counsel to ensure that Debtor will seek nunc pro tunc authority from the Bankruptcy Court for approval to obtain debtor-in-possession financing and the Shopify Capital Agreement with respect to the Funded Amount and the Purchased Receivables, which would be secured by post-petition liens against all of the Debtor's property, with the same priority and perfection as Shopify Capital's pre-petition liens, and through the Remittances. The Debtor requires additional cash to continue operations and affect an orderly restructuring. As adequate protection, Shopify Capital will be granted a security interest secured by post-petition liens against all of the Debtor's property and properly perfected postpetition security interests in and liens on the Shopify Capital Collateral. The Debtor also requests the court to conduct a hearing on an emergency basis as it needs to use the Funded Amount immediately to continue its business operations toward the ultimate goal of a successful chapter 11 reorganization. A copy of the order is available at https://bit.ly/3GMsuaX from PacerMonitor.com. About SNC Ventures LLC SNC Ventures LLC is a Texas limited liability company that operates an e-commerce costume jewelry retail business. Steven Habel is the managing member and operates SNC from its headquarters in Tomball, Texas. SNC Ventures LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33813) on December 22, 2022. In the petition filed by Steven T. Habel, as managing member, the Debtor reported assets and liabilities between $1 million and $10 million. Brendon D Singh has been appointed as Subchapter V trustee. The Debtor is represented by Wayne Kitchens, Esq., at Hughes Watters Askanase LLP. SPIN HOLDCO: $2B Bank Debt Trades at 20% Discount ------------------------------------------------- Participations in a syndicated loan under which Spin Holdco Inc is a borrower were trading in the secondary market around 80.5 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $2 billion facility is a Term loan that is scheduled to mature on March 4, 2028. The amount is fully drawn and outstanding. Spin Holdco Inc. provides laundry solutions. The Company offers residential and commercial laundry solutions, as well as tire inflation and vacuum vending services at convenience stores and gas stations. Spin Holdco serves clients in North America and Europe. STRUCTURAL TECHNOLOGY: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------------- Structural Technology Custom Homes LLC asks the U.S. Bankruptcy Court for the District of Arizona for authority to use cash collateral in accordance with the budget, with a 20% variance. The Debtor requires the use of cash collateral to continue operating and maintaining its business. The Debtor was hired by Ann and Randy Ross as their general contractor, which rolled into the height of the COVID-19 pandemic, to oversee, supervise and manage and perform construction work on their home located at 9412 E. Jasmine Circle, Mesa, Arizona 85215, pursuant to a construction contract. The Debtor performed all of its obligations under the terms of the construction contract however, the Rosses refused to pay the going rate to the Debtor and the Debtor's suggested contractors to accommodate their overspending and lack of funds in their construction budget. The Rosses disputed and fired most of the Debtor's team of vital workers, and hired unlicensed workers to work under Rubanow's license despite Rubanow's objection. The Rosses fired the Debtor with no payment. The Debtor filed a lawsuit in the Maricopa County Superior Court, case no. CV2020-015623. The Rosses have filed a countersuit. Due to the Rosses nonpayment, the Debtor had to take out two Economic Injury Disaster Loans with the U.S. Small Business Administration to stay afloat. The U.S. Small Business Administration has an interest in the Debtor's business assets and will be adequately protected as follows: a. By continuation and preservation of the going-concern value of the business. b. By the equity cushion in the value of the business. c. By the replacement lien in the Debtor's assets. d. Finally, by making adequate protection payments as set forth in the Budget. A copy of the motion is available at https://bit.ly/3WfTG7I from PacerMonitor.com. About Structural Technology Custom Homes LLC Structural Technology Custom Homes LLC is a home repair company serving Mesa, AZ and the surrounding areas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00080) on January 6, 2023. In the petition signed by Joseph Rubanow, manager, the Debtor disclosed up to $10 million in both assets and liabilities. D. Lamar Hawkins, Esq., at Guidant Law, PLC, represents the Debtor as legal counsel. TRICIDA INC: Jan. 19 Deadline Set for Panel Questionnaires ---------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Tricida, Inc. 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/3ZJjlsc 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 Jan. 19, 2023. 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 Tricida, Inc. Tricidia is a clinical-stage pharmaceutical company aimed at slowing the progression of chronic kidney disease through the treatment of metabolic acidosis by its investigational drug candidate, veverimer (also known as TRC101). Tricidia sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Del Lead Case No. 23-10024) on Jan. 11, 2023. In the petition signed by Robert McKauge, executive vice president, general counsel & chief compliance officer. The Debtor disclosed up to $93,879,000 in assets and up to $229,977,000 in liabilities. Young Conaway Stargatt & Taylor, LLP and Sidley Austin LLP are the Debtor's counsel. Stifel, Nicolaus & Company, Inc. is the Debtor's investment bankers. Kurtzman Carson Consultants LLC is the Debtor's claims agent. URBAN COMMONS: Wins Cash Collateral Access, $6MM DIP Loan --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Urban Commons 2 West LLC to use cash collateral and obtain postpetition financing, on a final basis. The Debtor obtained a super-priority, senior secured debtor-in-possession multiple draw term loan pursuant to the DIP Loan Term Sheet by and among the Debtors and BPC DIP Lender, LLC, in the aggregate principal amount not to exceed $6.046 million, of which up to $816,425 is already available in accordance with and subject to the terms of the DIP Loan Term Sheet and Initial DIP Budget upon entry of the Interim Order on December 28, 2022 and the remainder to be available in accordance with and subject to the terms of the DIP Loan Term Sheet upon the date of entry of the Final Order. On September 20, 2018, BPC Lender LLC, an affiliate of the DIP Lender, made a loan to Debtors Urban Commons 2 West LLC, Urban Commons 2 West II LLC, and Urban Commons 2 West III LLC in the original principal amount of $96 million. The terms of the Loan are set forth in a Loan Agreement dated as of September 20, 2018. On September 20, 2018, to evidence the indebtedness under the Loan, the Debtor Borrowers executed and delivered to Prepetition Lender a Promissory Note, dated September 20, 2018, in which Debtor Borrowers promised to pay Prepetition Lender the principal sum of $96 million plus interest at the rate set forth in the Prepetition Loan Agreement. The Mortgage was duly recorded on October 5, 2018, in the Register's Office in CRFN 2018000332622, and the recording tax thereon was duly paid. As of the Petition Date, the Debtor Borrowers are indebted to the Prepetition Lender in the aggregate outstanding amount of not less than $116 million, which amount includes, as of the Petition Date, outstanding principal balance and accrued interest of $112.419. The Debtors have an immediate and critical need to obtain the DIP Financing and use the Prepetition Collateral to permit, among other things, to make capital expenditures and to satisfy other working capital and operational needs and to fund expenses of the Chapter 11 Cases in accordance with and subject to the DIP Budget. As adequate protection, the Prepetition Lender is granted a valid, perfected replacement security interest in and lien upon all pre-petition and post-petition property of the Debtors, subject to the Carve-Out, and in the same order of priority that existed as of the Petition Date. The Debtors will continue to maintain and insure the Prepetition Collateral and DIP Collateral in amounts and for the risks, and by the entities, as required under the Prepetition Loan Documents and the DIP Documents. The Debtors will achieve each of these milestones: a. No later than December 30, 2022, the Debtors will file a motion authorizing the Debtors to retain and employ one or more real estate brokers to sell substantially all of the Debtors' assets in accordance with the Bid Procedures Order and Sale Order. b. No later than 21 calendar days after January 3, 2023, the Debtors will file a motion, in form and substance acceptable to the DIP Lender, requesting (x) entry of an order from the Bankruptcy Court (i) approving the proposed bid procedures attached to the Sale Motion related to the sale of substantially all of the Debtors' assets, and (y) an order from the Bankruptcy Court approving the sale of the Debtors' assets to the highest and best bidder for such assets pursuant to section 363 of the Bankruptcy Code. c. No later than 21 calendar days after filing the Sale Motion, subject to the Bankruptcy Court's schedule, the Debtors will have obtained the Bid Procedures' Order, in form and substance reasonably satisfactory to the DIP Lender. d. No later than 70 calendar days after the entry of the Bid Procedures Order, the Debtors will have commenced an auction, if applicable. c. No later than 5 calendar days after the auction, if applicable, the Bankruptcy Court will have entered the Sale Order, in form and substance reasonably acceptable to the DIP Lender, approving the sale. d. No later than 25 calendar days after the entry of the Sale Order, the Debtors will have consummated the sale to the winning bidder at the Auction. e. No later than 30 calendar days after the filing of the Debtors' Schedules of Assets and Liabilities and Statement of Financial Affairs, the Bankruptcy Court will have entered an order setting the date by which proofs of claim for general unsecured creditors must be filed. f. The Debtors at any time prior to the commencement of the Auction can cancel the Auction by (a) satisfying the Prepetition Debt and the DIP Loan Indebtedness in full, or (b) on consent of the DIP Lender. These events constitute an "Event of Default": a. The Debtors' filing of a plan of reorganization in the Chapter 11 Cases that has not been consented to by the DIP Lender unless such plan pays the DIP Obligations in full, in cash, on the effective date or upon such other terms as may be agreed upon by the DIP Lender in its sole discretion. b. Any of the Debtors will file a pleading seeking to vacate or modify any of the DIP Orders over the objection of the DIP Lender. c. The Chapter 11 Cases will be dismissed or converted to a case under chapter 7 of the Bankruptcy Code. d. A default, subject to any applicable grace and/or cure periods, by the Debtors under the terms of the DIP Documents. e. Appointment in the Chapter 11 Cases of a Chapter 11 trustee or examiner with enlarged powers. f. Any sale of all or substantially all of the Debtors' assets unless (i) such sale is conducted in accordance with the Bid Procedures and (ii) the proceeds of such sale will indefeasibly satisfy the DIP Obligations in full in cash. g. The Debtors filing of (or supporting another party in the filing of) a motion seeking entry of, or the entry of an order by the Bankruptcy Court, granting any super-priority claim or lien which is senior to or pari passu with the DIP Obligations. h. The granting of any lien senior to or pari passu with the DIP Loan. i. Any successful Challenge respecting the Prepetition Loan Documents. j. The Debtors' failure to meet or comply with any deadline or milestone. k. The use or application of any cash or proceeds in a manner not provided for in the Approved Budget. A copy of the final order is available at https://bit.ly/3WiTrZo from PacerMonitor.com. About Urban Commons 2 West Urban Commons 2 West, LLC, a company in Corona Del Mar, Calif., and its affiliates, filed voluntary petitions for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 22-11509) on Nov. 15, 2022. At the time of the filing, Urban Commons 2 West listed as much as $100 million to $500 million in both assets and liabilities. Judge Philip Bentley oversees the cases. Davidoff Hutcher & Citron, LLP and Getzler Henrich & Associates, LLC serve as the Debtor's legal counsel and restructuring advisor, respectively. Mark Podgainy, a partner at Getzler, is the Debtor's chief restructuring officer. US TELEPACIFIC: $655M Bank Debt Trades at 66% Discount ------------------------------------------------------ Participations in a syndicated loan under which US TelePacific Corp is a borrower were trading in the secondary market around 34 cents-on-the-dollar during the week ended Friday, January 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $655 million facility is a Term loan that is scheduled to mature on May 2, 2026. The amount is fully drawn and outstanding. US TelePacific Corp., doing business as TPx Communications, provides telecommunication services. WASHINGTONIAN LLC: Case Summary & Four Unsecured Creditors ---------------------------------------------------------- Debtor: The Washingtonian L.L.C. 319 3rd Street, SE Washington, DC 20003 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00023 Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7GKN4WA/The_Washingtonian_LLC__dcbke-23-00023__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Four Unsecured Creditors: Entity Claim Amount 1. L&S Builders $100,000 4135 Zulla Road The Plains, VA 20198 2. PEPCO $33,160 3400 Benning Road NE Washington, DC 20019 3. DC Treasurer $0 1275 K St NW # 600 Washington, DC 20005 4. DC Water & Sewer Authority $0 1385 Canal St SE Washington, DC 20003 Z FLATS: Case Summary & Four Unsecured Creditors ------------------------------------------------ Debtor: The Z Flats L.L.C. 116 Emerson Street, NW Washington, DC 20011 Chapter 11 Petition Date: January 16, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00018 Debtor's Counsel: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Cunningham as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XS7BFOA/The_Z_Flats_LLC__dcbke-23-00018__0001.0.pdf?mcid=tGE4TAMA [*] 10 Largest U.S. Retail Bankruptcies From 2017 to 2022 --------------------------------------------------------- Storied home goods chain Bed Bath & Beyond (BBBY.O) is preparing for bankruptcy in coming weeks following a run of poor sales, sources told Reuters in the first week of January 2023. A bankruptcy would add to a list of high profile collapses of retailers who struggled, especially during the pandemic, to compete with big-box retailers and online buying. Reuters has provided a list of ten of the biggest bankruptcies over the past 5 years are listed below by assets and liabilities at the time of their filings: * Ascena Retail Group Assets: $13.69 billion Liabilities: $12.52 billion Stores: More than 2,800 The owner of Ann Taylor, Lane Bryant and Loft filed for Chapter 11 bankruptcy protection in July 2020, then sold off its Justice children's apparel unit and closed all Catherines stores. The company is now a part of Premium Apparel LLC, a unit of private equity firm Sycamore Partners, after being acquired for $540 million in November 2020. * Sears Holdings Corp Assets: $7.26 billion Liabilities: $10.99 billion Stores: About 700 Once the nation's largest retailer, the 125-year-old chain filed for bankruptcy in October 2018, following a decade of revenue declines, hundreds of store closures. It had not turned a profit since 2011 and stayed afloat for years thanks to billions of dollars provided by its billionaire CEO Eddie Lampert. Ultimately, it succumbed to stiff competition from chains like Walmart (WMT.N). * J.C. Penney Assets: $7.99 billion Liabilities: $7.16 billion Stores: 846 After more than a century in business, the department store chain filed for bankruptcy protection in May 2020, weighed down by mounting debt. After months of bankruptcy proceedings, the company averted liquidation, after a U.S. judge ruled in November that year to let it continue under new owners -- Simon Property Group and Brookfield Asset Management -- in a bid to save over 60,000 jobs. * Toys "R" Us Assets: $1 billion-$10 billion Liabilities: $8.07 billion Stores: more than 1,600 The largest U.S. toy store chain and owner of Babies "R" Us, filed for bankruptcy protection in late 2017, straining under a $2.5 billion debt pile. At the time, its bankruptcy was the biggest collapse of a U.S. retailer by assets since Kmart in 2002. * Neiman Marcus Assets: $7.55 billion Liabilities: $6.79 billion Stores: Nearly 70 The U.S. luxury department store chain laden with debt after a private equity takeover filed for bankruptcy protection in May 2020. The nearly 113-year old chain's CEO blamed the "unprecedented disruption" caused by the pandemic. It emerged from bankruptcy months later after its restructuring eliminated more than $4 billion of debt. * J. Crew Group Inc Assets: $1.59 billion Liabilities: $2.95 billion Stores: 491 Chinos Holdings, parent of the apparel chain, filed for bankruptcy protection in May 2020 with a plan to eliminate $1.65 billion of debt in exchange for ceding ownership to lenders. J Crew, known for its preppy clothing favored by former first lady Michelle Obama, was the first major retail casualty of the pandemic. It soon emerged from bankruptcy with much of its store base intact and $400 million in fresh financial aid. * Tailored Brands Assets: $2.48 billion Liabilities: $2.84 billion Stores: Over 1,400 The owner of tuxedo and business suit chain Men's Wearhouse filed for bankruptcy in August 2020. It emerged from bankruptcy in December that year, after eliminating $686 million of debt. * Claire's Stores Assets: $2 billion Liabilities: $2.52 billion Stores: About 1,600 The jewelry retailer filed for Chapter 11 in March 2018, hit by a sharp drop in mall traffic as shoppers shifted online. The company emerged from bankruptcy in October 2018 after eliminating $1.9 billion in debt and then filed to go public again in late 2021, backed by Goldman Sachs. * Nine West Holdings Inc Assets: $988 million Liabilities: $1.94 billion Stores: About 70 The U.S. fashion company, owner of Anne Klein and Gloria Vanderbilt, filed for bankruptcy in April 2018, squeezed by online competition. It emerged from bankruptcy just days short of a year since it filed for bankruptcy under a new name, Premier Brands. [] 10 Retailers to Watch for Bankruptcy Filing in 2023 ------------------------------------------------------ Thomas Onder of Stark & Stark posted on JDSupra a top 10 list of retailers to watch for a possible Chapter 11 filing in the year ahead: (1) Party City -- Is the Party Over? According to Investor Place, New Jersey-based Party City Holdco Inc.'s ("Party City") stock is down more than 90% year to date, and as of the third quarter of 2022, there was $1.8 billion in debt. Further, the Wall Street Journal noted that restructuring advisors had been hired. Bloomberg Law cited that creditors of the company's metallic balloon business, Anagram, have hired counsel due to the global helium shortage, among other things. Look for a possible first-quarter 2023 filing. (2) Bed, Bath & Beyond -- Is it Beyond Saving? The Motley Fool noted that management, with just $135 million in cash, is trying to maneuver around some of its debt. However, it may be too late as Business of the Home reported that several of the company's key suppliers and smaller vendors stopped shipping to the company or were not accepting new orders. In addition, can the retailer of home goods and college furnishings survive with the looming “education cliff,” which is where college enrollments are expected to contract significantly? (3) JOANN -- Can the Retailer Craft a Strategy to Stay in Business? Seeking Alpha reports that Jo-Ann Fabrics, now formally known as JOANN, faces declining sales, comps, margins, and increasing costs, creating an uphill battle for the crafts retailer. Retail Dive reported that third-quarter net sales were $562.8 million, almost an 8% decline and that to improve its liquidity and balance sheet, the company said it is suspending its quarterly dividend. Can the retailer survive without filing for Chapter 11? (4) Tuesday Morning -- Does a Chapter 22 Lie Ahead for 2023? The Dallas Morning News reported that the Dallas-based off-priced, home goods and décor store, which filed for Chapter 11 in 2020 and successfully exited, is planning to go private. Investor Place cited that the company expects a delisting to occur in early January. The company’s most recent quarterly report noted that it had nearly 500 stores, but lost $28 million on sales of $151 million for the quarter ending October 1. A second Chapter 11 filing (a "Chapter 22") could allow a sale of the business in an organized fashion. (5) AMC -- Is it Curtains for the Movie Chain? According to Investor Place, rumors persist that first and second lien holders are working with restructuring advisors. Further, allegations continue that Sam Bankman-Fried's FTX may have manipulated AMC stock. Yet, Forbes reported that the company is issuing a co-branded visa card next year to boost revenue. With consumers still not returning to movie theatres at pre-COVID levels, how long can the chain last before having to significantly restructure? (6) Dollar General -- Reducing its Footprint Through Bankruptcy? BestLife noted that many middle and high-income shoppers are now going to the retailer, which is good news. Further, CT Insider reported that the retailer was the fastest-growing retailer in the country just before the pandemic, per the National Retail Federation. But, MSN cited that, like Bed, Bath & Beyond, the retailer is closing stores. Will all the newly opened stores pre-COVID cause Dollar General to use bankruptcy to reduce its footprint in the new year due to labor shortages and supply chain issues? (7) Mattress Firm -- Sleeping into a Chapter 22 in the First Quarter? Previously, Mattress Firm (now owned by Steinhoff) emerged from Chapter 11 in 2018 with a reduced footprint. However, according to Bloomberg,bedding demand is in decline as consumers cut spending. Further, Bloomberg reported that Serta Simons Bedding, a major mattress manufacturer, is planning to file for bankruptcy in January 2023. In October 2022, Retail Dive listed Steinhoff as having a 4 to 9.99% chance of filing for bankruptcy. (8) Rite Aid -- Not What the Doctor Ordered. In April of last year, The Motley Fool noted that the Philadelphia-based company had three (3) major red flags, which persist to date:deteriorating financing, inability to deleverage, and "rock bottom" valuation. Fitch Ratings on November 9, 2022, downgraded Rite Aid's long-term issuer default rating to C from B-. Higher costs related to its plan to close stores, rising pressure on consumer spending, and supply chain concerns do not bode well for the retailer. (9) The Gap -- Will a Drop in Consumer Spending / Supply Chain Issues Force a Filing? According to Retail Dive, third-quarter sales rose 2.4%, with Banana Republic leading the way with an increase of 8% in net sales. Despite the rosy sales figures last quarter, there is much concern that supply chain issues and expected lower consumer spending could severely affect sales in the first part of the new year. If this occurs, how long can the retailer last before it considers a bankruptcy filing. (10) Kohl's -- One of the Last Department Stores. According to The New York Times, November 2022 U.S. retail sales were down by 0.6 percent from October (November has the biggest shopping days of the year—Black Friday and Cyber Monday). Insider reported that during the company's third-quarter earnings call, sales decelerated in October and early November compared to the year prior. Thin margins with inflation and a decline in discretionary spending are squeezing the company and could lead to a bankruptcy filing. ********* 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 2023. 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 ***