/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230126.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, January 26, 2023, Vol. 27, No. 25 Headlines 225 BOWERY: Case Summary & 20 Largest Unsecured Creditors 274 ATLANTIC: Seeks to Hire Venable LLP as New Counsel 67 BROADWAY: Property Sale Proceeds to Fund Plan Payments AEARO TECHNOLOGIES: Negotiations Halted as Judge Declares Impasse AEMETIS INC: State Street Has 1.76% Equity Stake as of Dec. 31 AFTERSHOCK COMICS: Court OKs Interim Cash Collateral Access ALL ACTION SECURITY: Wins Cash Collateral Access Thru Feb 28 AMERICAN GREETINGS: Moody's Rates Extended Term Loan B 'Ba3' ANDOVER SENIOR CARE: Amends HUD Secured Claim Pay Details AUTO MONEY: Seeks Cash Collateral Access AVAYA HOLDINGS: In Talks to Get $450M for Potential Bankruptcy BAUSCH HEALTH: John Hancock Fund Marks $1.4M Loan at 25% Off BAY AREA COMMERCIAL: Unsecureds to Split $275K in Subchapter V Plan BED BATH & BEYOND: BlackRock Has 14% Stake as of Dec. 31 BIOLASE INC: Laurence Lytton Has 9.9% Stake as of Jan. 10 BIONIK LABORATORIES: Two Proposals Approved at Annual Meeting BUFFALO STATION: Trustee Taps Ross, Smith & Binford as Counsel BW HOMECARE: S&P Raises ICR to 'CCC+', Outlook Negative CAESARS ENTERTAINMENT: Moody's Rates New Loan Ba3 & Ups CFR to B1 CARVANA CO: Unit Amends MPSA to Clarify Commitment Period CELSIUS NETWORK: Estate Owns Clients Digital Assets, Confirms Court CENTURY ALUMINUM: BlackRock Has 10.6% Stake as of Dec. 31 CLOVIS ONCOLOGY: $75M DIP Loan from GLAS USA Wins Final OK CNX RESOURCES: BlackRock Has 12.1% Equity Stake as of Dec. 31 COMMERCIAL METALS: Fitch Alters Outlook on 'BB+' IDR to Positive D'ARBONNE CONSTRUCTION: Case Summary & One Unsecured Creditor DETROIT SERVICE 2021: S&P Raises Refunding Bonds LT Rating to 'BB' DIMENSIONS IN SENIOR: Court OKs Cash Access Thru Feb 8 DR. ROOTS HERBS: Case Summary & Five Unsecured Creditors DRIVERGENT INC: Gets OK to Hire CBF as Financial Advisor EDPASS NY: Files Emergency Bid to Use Cash Collateral EISNER ADVISORY: $150MM Loan Add-on No Impact on Moody's 'B2' CFR ENDO INT'L: State Governments Fee Deal Approved EWT HOLDINGS III: Moody's Puts 'Ba3' CFR on Review for Upgrade EXPRESSJET AIRLINES: Exclusivity Period Extended to March 21 FARMHOUSE CREATIVE: Files Emergency Bid to Use Cash Collateral FARRAGUT HEALTH: Property Sale Proceeds to Fund Plan FLINT GROUP: KKR Fund Marks EUR1.1M Loan at 23% Off FLINT GROUP: KKR Fund Marks EUR104,800 Loan at 23% Off FLINT GROUP: KKR Fund Marks EUR86,800 Loan at 23% Off FRANCHISE GROUP: S&P Assigns 'B+' Rating on New Debt Add-On FRANKIE'S COMICS: Wins Interim Cash Collateral Access FTX TRADING: Fights Attempt to Remove Sullivan from Bankruptcy Case FTX TRADING: IRS Has an Interest in Bankruptcy Case GARDA WORLD: Moody's Rates New $350MM Senior Secured Notes 'B2' GCG HOLDINGS: Moody's Withdraws 'B2' Corporate Family Rating GENESIS GLOBAL: Confident it Could Resolve Creditor Disputes GIRARDI & KEESE: Erika Wants to Disqualify Abir Cohen Treyson Salo GRANITE GENERATION: Moody's Puts 'B1' CFR on Review for Downgrade GREENIDGE GENERATION: NYDIG, B Riley Extend Waivers Until Jan. 27 GROM SOCIAL: Bigger Capital Entities Report 4.99% Equity Stake GUARDIAN US: Moody's Assigns First Time B2 Corporate Family Rating HALL AT THE YARD: Case Summary & Eight Unsecured Creditors HALL AT THE YARD: Seeks Cash Collateral Access, $100,000 DIP Loan HAWAIIAN HOLDINGS: BlackRock Has 16.9% Stake as of Dec. 31 HERITAGE POWER: Case Summary & 30 Largest Unsecured Creditors HORIZON GLOBAL: Beryl Capital Entities Report 9.7% Equity Stake HUNYGIRLS VENTURES: Wins Cash Collateral Access Thru Feb 12 INVENERGY THERMAL: S&P Affirms 'BB' Rating on Term Loan B JAX SERVICE: Court OKs Cash Collateral Access Thru March 9 JERK TACO: Case Summary & 12 Unsecured Creditors JET OILFIELD: Files Emergency Bid to Use Cash Collateral JOHNSON GAS: Seeks to Hire Grillo Law Firm as Bankruptcy Counsel KEYWAY APARTMENT: Trustee Taps A&G Realty as Real Estate Broker LARRET PROPERTIES: Case Summary & Two Unsecured Creditors LSF11 A5 HOLDCO: Moody's Rates New $350MM 1st Lien Term Loan 'B1' LTL MANAGEMENT: Files Complaint vs. Doctors Over False Theories MARCH ON HOSPITALITY: Court OKs Cash Collateral Access Thru Feb 28 MATCON CONSTRUCTION: Files Emergency Bid to Use Cash Collateral MKS REAL ESTATE: Court OKs Cash Collateral Access on Final Basis MOVIA ROBOTICS: Hits Chapter 11 Bankruptcy Protection MYLIFE.COM INC: Seeks to Hire Larson LLP as Special Counsel MYOMO INC: AIGH Capital, Orin Hirschman Hold 9.6% Equity Stake MYOMO INC: Globis Capital Entities Report 7.2% Equity Stake NEXTPLAY TECHNOLOGIES: Rejects Removal of Floor Price for Warrants NN INC: Board Adopts Amended and Restated Bylaws OCEAN POWER: May Issue Additional 1.25M Shares Under 2015 Plan ORYX MIDSTREAM: Incremental Debt No Impact on Moody's 'Ba3' CFR PARAMOUNT RESOURCES: Moody's Ups CFR to 'Ba3', Outlook Stable PARTY CITY: Davis Polk Advises Noteholders in Chapter 11 PRA GROUP: Moody's Rates New $350MM Gtd. Sr. Unsecured Notes 'Ba2' QHC FACILITIES: Unsecureds to Recover 12%-16% in Liquidating Plan ROCKLEY PHOTONICS: Unsecureds be Paid in Full or be Reinstated ROYAL BLUE REALTY: May Use $98,135 of Cash Collateral Thru April 3 RUBY PIPELINE: Davis Polk Advised Noteholders in Chapter 11 Case S-EVERGREEN HOLDING: S&P Affirms 'B' ICR, Outlook Stable S2 ENERGY: Court OKs Interim Cash Collateral Access SAFETY FIRST EXPRESS: Seeks to Hire C. Taylor Crockett as Counsel SAVVA HOLDINGS: Bid to Use Cash Collateral Denied SERTA SIMMONS: Case Summary & 30 Largest Unsecured Creditors SERTA SIMMONS: Commences Voluntary Chapter 11 Proceedings SERTA SIMMONS: Moody's Downgrades PDR to D-PD on Bankruptcy Filing SERTA SIMMONS: S&P Downgrades ICR to 'D' on Chapter 11 Filing SERTA SIMMONS: Wins Interim Approval of $125MM DIP Loan from UBS SMILE HOMECARE: Case Summary & 18 Unsecured Creditors SUMAK KAWSAY: Unsecureds' Recovery Lowered to 2.8% of Claims TERRAL CONSTRUCTION: Case Summary & Three Unsecured Creditors THORCO INC: Loses Bid to Extend Exclusivity Period TIMES SQUARE JV: Wins Cash Collateral Access, $6MM DIP Loan TOMS KING: Seeks to Hire ReInvest Capital as Investment Banker TOMS KING: Taps Omni Agent Solutions as Administrative Advisor TOMS KING: Taps Womble Bond Dickinson as Legal Counsel TRICIDA INC: Davis Polk Advises Noteholders in Chapter 11 TRICIDA INC: U.S. Trustee Appoints Creditors' Committee TUESDAY MORNING: Reportedly Nearing Second Bankruptcy Filing U.S. SILICA: Executive VP to Retire This Year UNCLE DAN'S TIRE: Seeks Cash Collateral Access UNITED FURNITURE: Supervisors Discuss Chapter 7 Petition VA TECHNOSOLUTIONS: Wins Cash Collateral Access Thru Feb 15 VELOCIOUS DELIVERY: Files Emergency Bid to Use Cash Collateral VERICAST CORP: John Hancock Fund Marks $744,600 Loan at 31% Off VIRGINIA 18TH ST: Involuntary Chapter 11 Case Summary VOLEL PROFESSIONAL: Court OKs Cash Collateral Access Thru Feb 28 WARNER 422: Involuntary Chapter 11 Case Summary WC BRAKER PORTFOLIO: Unsecureds to Recover Up to 100% in Plan WC BRAKER: Unsecureds to Recover Up to 100% in Trustee's Plan WEC HOLDINGS: Moody's Affirms 'B2' CFR, Outlook Remains Stable [*] Alexander Woolverton Joins Kramer Levin's Bankruptcy Practice [*] Healthcare Company Bankruptcies Increased 84% in 2022 [*] Justin MacFarlane Rejoins AlixPartners as Partner [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 225 BOWERY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: 225 Bowery LLC d/b/a Untitled at 3 Freeman Alley 187 Chrystie Street Storefront S New York NY 10002 Business Description: The Debtor is part of the traveler accommodation industry. Chapter 11 Petition Date: January 24, 2023 Court: United States Bankruptcy Court District of Delaware Case No.: 23-10094 Debtor's Local Bankruptcy Counsel: Ryan M. Bartley, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Email: rbartley@ycst.com Debtor's General Bankruptcy Counsel: ALSTON & BIRD LLP Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Nat Wasserstein as chief restructuring officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V2V5VGY/225_Bowery_LLC__debke-23-10094__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. SBS PPP2 Loan # 609902783754 SBA PPP2 Loan $1,701,000 1250 Broadway, 33rd floor (cnr 31st St) New York, NY 10001 Kurt Pohmer Tel: 212-822-9413 2. SBS PPP1 Loan # 609902783671 SBA PPP1 Loan $564,611 1250 Broadway, 33rd floor (cnr 31st St) New York, NY 10001 Kurt Pohmer Tel: 212-822-9413 3. Fried, Frank, Harris, Legal Services $295,990 Shriver & Jacobson LLP One New York Plaza New York, NY 1000 Emilie Cooper Email: 212-859-831 4. GPGB LLC Trade $278,508 18 East 16th St, Suite 307 New York, NY 10003 James Ciaci Tel: 212-697-1463 5. The Law Firm of Guy S Legal Services $251,809 Halperin, PLLC 27 E 21st Street, 9th Floor New York, NY 10010 Guy Halperin Tel: 212-751-7555 6. First Insurance Funding Trade $78,430 40 Skokie Blvd, Ste 1000 Northbrook, IL 60062-791 Tel: 800.837.2511 7. Rob Wallace Professional $48,700 669 Oradell Ave Services Oradell NJ 07649 8. Shanholt Glassman Professional $40,672 Klein Kramer & Co. Services 488 Madison Avenue, 18th Floor New York, NY 10022 Alan H. Levy Tel: 212-231-4778 9. Cleaning Master - Safed Inc Trade $27,290 194 Belair Road, #2 Staten Island, NY 10305 Parviz Shahidi Tel: 800-896-4187 10. Narrow Security Inc. Trade $27,119 600 Third Ave, Ste 211 New York, NY 10016 Nabil Nadim Tel: 718-535-7845 11. NYCB Card Trade $24,069 First National Bank of Omaha P.O.Box 2818 Omaha, NE 68103-2818 12. NY Water Board Trade $23,434 PO Box 11863 Newark NJ 07101 Tel: 718-595-7000 13. City of New York Fire $22,266 Department P.O. Box 412014 Boston MA 02241 14. Horwath HTL, Fareed & Professional $19,787 Cummings LLC. Services 999 Waterside Drive, Suite 1200 Norfolk VA 2351 John S. Fareed 15. Clifton Budd & Demaria LLP Legal Services $19,278 350 5th Ave, 61st Floor New York, NY 10118 Daniel Rowoth Tel: 212-687-7410 16. Seiden & Schein PC Legal Services $15,254 570 Lexington Ave, 14th Floor New York, NY 10022 Frank Baquero Tel: 212-935-1400 17. Hippodrome Concierge, Corp. Trade $13,982 104-20 Queens Blvd Forest Hills NY 11375 Vadim Furer Tel: 718-606-6900 18. New York Hotel and Union Backpay- Unknown Motel Trades Council Penalties 707 Eight Avenue New York, NY 10036 Tel: 212-245-8100 19. NYS Department of Sales and Unknown Taxation and Finance Occupancy Tax Off. of Processing and on Hotel Taxpayer Svcs. WA Harriman Campus, Albany, NY 12227 20. David Weissy & DW Construction Litigation Unknown Consulting LLC Ross & Katz PLLC 845 Third Avenue, 6th Fl. New York, NY 10022 274 ATLANTIC: Seeks to Hire Venable LLP as New Counsel ------------------------------------------------------ 274 Atlantic Isles, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Venable, LLP to substitute for Genovese Joblove & Battista, P.A. The firm's services include: (a) advising the Debtor regarding its powers and duties in the continued management and operation of its business and properties; (b) attending meetings and negotiating with representatives of creditors and other parties, and advising the Debtor regarding the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; (c) advising the Debtor in connection with any contemplated sales of assets or business combinations; (d) advising the Debtor regarding post-petition financing, cash collateral arrangements, pre-bankruptcy financing arrangements, and emergence financing and capital structure; (e) advising the Debtor on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (f) providing advice to the Debtor with respect to legal issues arising in or relating to its ordinary course of business; (g) taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; (h) preparing legal papers; (i) negotiating and preparing a plan of reorganization, disclosure statement and all related agreements or documents, and taking any necessary action to obtain confirmation of such plan; (j) attending meetings with third parties and participating in negotiations; (k) appearing before the bankruptcy court, appellate courts and the U.S. trustee; and (l) performing all other necessary legal services for the Debtor. Venable will be paid at its standard hourly rates and will receive reimbursement for its out-of-pocket expenses. Glenn Moses, Esq., a partner at Venable LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Glenn D. Moses, Esq. Venable, LLP 100 SE 2nd Street, Suite 4400 Miami, FL 33131 Telephone: 305-349-2300 Email: gmoses@venable.com About 274 Atlantic Isles 274 Atlantic Isles, LLC, a company in Sunny Isles, Fla., filed for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-14810) on June 22, 2022, listing as much as $10 million in both assets and liabilities. Isaac Halwani, manager, signed the petition. Judge Laurel M. Isicoff oversees the case. Glenn D. Moses, Esq., at Venable, LLP is the Debtor's legal counsel. 67 BROADWAY: Property Sale Proceeds to Fund Plan Payments --------------------------------------------------------- 67 Broadway Realty, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Disclosure Statement in support of Chapter 11 Liquidation Plan dated January 19, 2023. The Debtor's real and personal property consists of the following: i) Debtor's DIP bank account with an approximate balance consistent with the last filed monthly operating report; and ii) ownership interest in a commercial property located at 65-73 Broadway, Paterson, New Jersey 07505 (the "Property"). Prior to the date of filing, creditor, Bank of Hope, had an umbrella commercial mortgage secured by the Property and a commercial property located at 999 Market Street, Paterson, New Jersey which was owned by a separate entity not related to the Debtor (the "Market Street Property"). After the Petition Date, Bank of Hope's claim was paid in full from the sale of the Market Street Property. Prior to the Petition Date, the Debtor's Property was facing foreclosure. The Debtor's bankruptcy case was filed on the eve of a Sheriff Sale in order to effectuate the sale of the Property and Market Street Property. To remedy the problems that led to the bankruptcy filing, the Debtor intends on selling the Property in order to pay all creditor claims in full. This is a liquidation plan. The Debtor will fund the Plan from the sale of real estate owned in addition to cash on hand as of the date of Confirmation. The Effective Date of the proposed Plan is thirty days after entry of the order confirming the Plan unless the Plan or confirmation order provides otherwise. Class Eight consists of holders of General Unsecured Claims, including allowed deficiency claims of creditors in prior classes and the claims of creditors not otherwise classified under the Plan. The estimate amount of undisputed general unsecured claims as scheduled or filed is $0.00. The ownership interests of Sandra Jaques in the Debtor shall not be altered as a consequence of the Plan. The Plan will be funded from (i) funds on hand at the time of Confirmation; and (ii) sale proceeds from the sale of the Debtor's Property. The entry of the Order Confirming the Debtor's Plan shall serve as authorization to release sale proceeds to fund the Plan. The Debtor is proposing a Liquidation Plan and the Debtor submits that it will generate sufficient sale proceeds from the sale of the Property to pay all the claims and expenses in full. A full-text copy of the Disclosure Statement dated January 19, 2023 is available at https://bit.ly/3Wu8LT7 from PacerMonitor.com at no charge. Debtor's Counsel: Carlos D. Martinez, Esq. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: 973-696-8391 E-mail: cmartinez@scura.com About 67 Broadway Realty 67 Broadway Realty LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). 67 Broadway Realty LLC sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 22-12713) on April 4, 2022. In the petition filed by Sandra Jaquez, as managing member, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Honorable Judge Vincent F. Papalia. David L. Stevens, of Scura, Wigfield, Heyer & Stevens, is the Debtor's counsel. AEARO TECHNOLOGIES: Negotiations Halted as Judge Declares Impasse ----------------------------------------------------------------- The judge presiding over the 3M earplug MDL, U.S. District Judge M. Casey Rodgers of Pensacola, Florida, ordered 3M Co. and service members who used its allegedly ineffective combat earplugs in August 2022 to engage in mediation, after the bankruptcy court rejected 3M's bid to halt the litigation. But mediation has reached an impasse. On Aug. 30, 2022, following in the footsteps of prior successful resolutions of mass tort proceedings in the MDL context, U.S. District Judge M. Casey Rodgers of Pensacola, Florida, ordered 3M and the plaintiffs to attend a multi-day mediation before Special Master Randi S. Ellis. The Debtors on Sept. 9, 2022, were granted permission by the Bankruptcy Court to participate in the mediation ordered by the District Court and received approval to appoint the Honorable James M. Carr, a sitting judge on the United States Bankruptcy Court for the Southern District of Indiana, to serve as a co-mediator with Ms. Ellis in the MDL mediation. On Dec. 14, 2022, the Debtors got an order from the Bankruptcy Court to appoint the Honorable Christopher S. Sontchi, Ret. as co-mediator to serve alongside Ms. Ellis in the MDL Mediation, and in replacement of Judge James M. Carr. But Judge Rodgers ruled in a Jan. 18, 2023 order that the MDL Mediation was at an impasse and that formal mediation efforts in the MDL are to cease. "3M has now advised the Court that it has no desire to reach a global resolution in the MDL and is absolutely determined to resolve all CAEv2 claims solely through the bankruptcy system. The MDL Plaintiffs Leadership, and also the CAEv2 Creditors Committee in the bankruptcy court, have advised the Court that they remain committed to an MDL settlement and categorically reject any bankruptcy-only resolution. In light of the parties' seemingly intractable positions, the Court concludes that further formal mediation proceedings in the MDL would be unproductive at this time," Judge Rodgers said. About Aearo Technologies Aearo Technologies -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Company offers prescription and non-prescription safety eye wear, face shields, hard hats, and respirators. Aearo serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies estimated assets and liabilities between $1 billion and $10 billion each. 3M is not a debtor in the Chapter 11 cases. 3M has committed $1 billion to fund a trust allocated for Combat Arms claims. Kirkland & Ellis LLP is serving as legal counsel and AlixPartners LLP is serving as restructuring advisor to Aearo Technologies. Ice Miller LLP, is serving as bankruptcy co-counsel to the Debtors. Kroll is the claims agent. PJT Partners is serving as financial advisor and White & Case LLP is serving as legal counsel to 3M. Faegre Drinker Biddle & Reath LLP is the Indiana counsel to 3M. The U.S. Trustee for Region 10 appointed two separate official committees to represent tort claimants in the Debtors' Chapter 11 cases: one for tort claimants asserting claims related to the use of faulty combat arms earplugs, and a second, but smaller, committee for claims related to faulty respirators. Otterbourg P.C. and KTBS Law, LLP, are serving as the co-lead counsel to the committee representing holders of tort claims related to the use of combat arms earplugs ("CAE Committee"). Rubin & Levin, P.C., is the CAE Committee's Indiana counsel. Caplin & Drysdale, Chartered, is the CAE Committee's special mass tort and negotiation counsel. Brown Rudnick, LLP is special counsel, representing the CAE Committee in, among other things, contested matters and adversary proceedings. Province, LLC, is the CAE Committee's financial advisor. Houlihan Lokey Capital, Inc., is the CAE Committee's investment banker. Kellogg, Hansen, Todd, Figel & Frederick, PLLC is serving as special appellate counsel, tasked to advise and represent the CAE committee in appellate proceedings. Stretto, Inc., is serving as the CAE Committee's information agent. Rochelle McCullough, LLP, is the lead counsel for the official committee representing holders of claims related to the use of respirators. Mattingly Burke Cohen & Biederman, LLP, is the Indiana counsel to the Respirators Committee. AEMETIS INC: State Street Has 1.76% Equity Stake as of Dec. 31 -------------------------------------------------------------- State Street Corporation disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 618,031 shares of common stock of Aemetis, Inc., representing 1.76 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/738214/000009375123000017/Aemetis_Inc.txt About Aemetis Headquartered in Cupertino, California, Aemetis, Inc. -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." Aemetis reported a net loss of $47.15 million for the year ended Dec. 31, 2021, compared to a net loss of $36.66 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $178.45 million in total assets, $60.36 million in total current liabilities, $240.80 million in total long-term liabilities, and a total stockholders' deficit of $122.71 million. AFTERSHOCK COMICS: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Division, authorized Aftershock Comics, LLC and Rive Gauche Television to use cash collateral on an interim basis in accordance with the budget. As adequate protection, Access Road Capital, LLC is granted replacement Adequate Protection Liens on, and security interests in, the assets of the Debtors' estates, with the same extent, validity, and priority as Access Road's pre-petition liens on the pre-petition collateral and all post-petition proceeds obtained by the Debtors. The Adequate Protection Liens are effective immediately without the requirement for any additional action by Access Road, including the recordation of any new or amended UCC-1 Financing Statements. Access Road will receive superpriority administrative expense claims against the Debtors' estates under section 507(b) of the Bankruptcy Code to the extent of any diminution in Access Road's collateral after the petition date resulting from the Debtors' use of cash collateral. A final hearing on the matter is set for February 15, 2023 at 10 a.m. A copy of the order is available at https://bit.ly/3R89M2s from PacerMonitor.com. About AfterShock Comics AfterShock Comics, LLC -- https://Aftershockcomics.com -- is an American comic book publisher launched in 2015. The company is based in Sherman Oaks, Calif. AfterShock Comics and affiliate Rive Gauche Television filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. Lead C.D. Calif. Case No. 22-11456) on Dec. 19, 2022. Judge Martin R. Barash oversees the cases. At the time of filing, AfterShock Comics reported $10 million to $50 million in both assets and liabilities while Rive Gauche reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Debtors are represented by David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P. The U.S. Trustee for Region 16 appointed two separate committees to represent unsecured creditors in the Chapter 11 cases of AfterShock Comics, LLC and Rive Gauche Television. ALL ACTION SECURITY: Wins Cash Collateral Access Thru Feb 28 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized All Action Security Consulting Group, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 15% variance, through February 28, 2023. The Debtor requires the use of cash collateral to continue operating its business. The Debtor is directed to continue to provide the following adequate protection to secured creditor JPMorgan Chase Bank, N.A.: a. The Debtor will pay Chase $5,307 per month, starting from December 2022; b. Chase is granted a replacement lien on the revenue generated postpetition to the extent that its cash collateral is actually used; c. The Debtor must segregate and hold in its cash collateral DIP bank account all revenue exceeding the funds needed to pay the expenses set forth on the Budget. A copy of the order is available at https://bit.ly/3WANxmD from PacerMonitor.com. About All Action Security Consulting Group, Inc. All Action Security Consulting Group, Inc. is a service company and provides security guard services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 1:22-bk-11429-VK) on December 12, 2022. In the petition signed by John Ayam, chief executive officer, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP, is the Debtor's legal counsel. AMERICAN GREETINGS: Moody's Rates Extended Term Loan B 'Ba3' ------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to the greeting cards maker American Greetings Corporation's extended term loan B due April 2026. All the existing ratings of American Greetings are unchanged at this time, including the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, the Ba3 rating on the revolving credit facility that expires in April 2026, and the Caa1 rating of the senior unsecured notes matures in April 2025. The outlook remains stable. The Ba3 rating of the company's existing term loan B maturing in April 2024 is also not affected and will be withdrawn at transaction close if the entire term loan is extended. Moody's views the term loan B extension to April 2026 is credit positive because it improves liquidity by addressing the company's $282 million 2024 term loan maturity. The roughly $2 million increase in cash interest costs is also manageable within Moody's projection for $60-90 million of free cash flow in the fiscal year ended February 2024. Following the transaction, American Greeting's nearest debt maturity is its senior notes that mature in April 2025. Moody's expects the company to proactively address the note maturity. The B2 CFR and stable outlook are not affected because Moody's projects credit metrics will remain in line with the rating agency's expectations for the ratings over the next 12 to 18 months. Specifically, Moody's anticipates debt-to-EBITDA will decline to 3.6x from 3.7x as of the 12 months ended August 2022. Retained cash flow (RCF)-to-net debt of 6.6% LTM as of August 2022 is currently weak for the rating with the additional cash interest creating downward pressure. However, RCF-to-net debt should improve to above 10% in fiscal 2024 because Moody's does not expect a repeat of the $100 million dividend that was paid in May 2022. Assignment: Issuer: American Greetings Corporation Senior Secured Term Loan B, Assigned Ba3 (LGD2) RATINGS RATIONALE American Greetings' B2 CFR broadly reflects its narrow product focus, exposure to the risks inherent in a mature and highly competitive greeting card industry, characterized by declining volume, low growth, high customer concentration and weak end customer loyalty. The company's revenue was in decline since fiscal 2018 (ending February 2018) partially because of net customer losses and sluggish retail traffic both in the US and UK markets, which were further impacted by coronavirus-related disruptions. However, revenue reverted back to growth in fiscal 2022 as a result of customer wins in the US and UK, its broader celebrations product strategy, and the sunset of prior year customer losses. In fiscal 2023, American Greetings continues to win new customer overseas, but revenue modestly declined as customers are more cautious on discretionary spending due to rising costs. In the next 12-18 months, Moody's expects roughly flat revenue and a slight improvement in the EBITDA margin, supported by the company's ongoing cost reduction efforts and expectation that the company will be able to further increase pricing to offset higher costs and secular volume declines. American Greetings' ratings also reflect its solid position in the US and UK greeting card markets, the relatively stable demand for the company's products driven by everyday life events and holidays, as well as the long-standing relationships with many of its retail customers, supported by the highly profitable nature of greeting cards for retailers and its long operating history of over 100 years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The stable outlook reflects Moody's expectation that the company will maintain its revenue and EBITDA over the next 12 to 18 months, and that the company will generate $60-$90 million of free cash flow in fiscal 2024 (absent dividends). The ratings could be upgraded if the company demonstrates consistent organic revenue growth with a stable or expanding EBITDA margin, sustains retained cash flow-to-net debt above 12.5%, maintains a more balanced financial policy with debt-to-EBITDA sustained below 3.5x, and maintains good liquidity. The ratings could be downgraded if the company's operating performance weakens such as the loss of a major customer or volume, or the company undertakes more aggressive strategic or financial policies, which may include large leveraged acquisitions or sizable distributions. Debt-to-EBITDA sustained above 5x, retained cash flow-to-net debt sustained below 7.5% or a deterioration in liquidity for any reason could also lead to a downgrade. The principal methodology used in this rating was Consumer Packaged Goods published in June 2022. American Greetings is a leading designer, manufacturer and distributor of both everyday and seasonal greeting cards and other social expression products, including gift packaging, party goods, and stationery products. In April 2018, private equity firm Clayton, Dubilier, and Rice acquired a 60% majority stake in the company via a $204 million preferred equity investment, with the Weiss family (descendants of the founders) maintaining a 40% stake in the business. The company is private and does not publicly disclose financial information. American Greetings Corporation generated revenue of approximately $1.2 billion for the twelve month period ended August 26, 2022. ANDOVER SENIOR CARE: Amends HUD Secured Claim Pay Details --------------------------------------------------------- Andover Senior Care, LLC, submitted a Third Amended Chapter 11 Disclosure Statement in connection with its Second Amended Chapter 11 Plan dated January 19, 2023. The Plan provides for full payment of all allowed administrative claims, all allowed priority claims, and full payment of the allowed secured claims of the Department of Housing & Urban Development (hereinafter "HUD"), Commerce Bank (hereinafter "Commerce") and Huntington National Bank (hereinafter ("HNB"). The Plan provides for no payment to claims of general unsecured creditors. Class 1 consists of the Secured Claim of HUD by assignment from Dwight Capital, LLC. HUD, through Dwight, has filed its election to be treated as a fully secured non-recourse creditor. The unpaid principal and interest owed HUD, as of the Filing Date, was $13,922,514 (the "HUD Claim"). Per an Order entered on October 12, 2022, Debtor shall sell at auction Tract 1 and personal property not being retained. It is anticipated the net sale proceeds from the sale of Tract 1 and personal property will be approximately $2,000,000 (the "Auction Proceeds"). The Auction Proceeds shall be paid over to HUD and credited against the HUD Claim. After application of Debtor's Escrow Funds and the Auction Proceeds, Debtor estimates the balance of the HUD Claim will be no more than $10,659,000 (the "Remaining HUD Claim"). The Remaining HUD Claim will be paid without interest and in full in equal monthly payments of $25,378.57. HUD shall retain its lien in its Collateral retained by Debtor until full payment of the HUD Claim. Like in the prior iteration of the Plan, the Debtor shall make no payment on allowed unsecured claims. Claims under the Plan will be paid from income generated by the Debtor from ongoing operations. A full-text copy of the Third Amended Disclosure Statement dated January 19, 2023 is available at https://bit.ly/3RcTBkf from PacerMonitor.com at no charge. Attorneys for the Debtor Andover Senior Care, LLC: Mark J. Lazzo, Esq. Justin T. Balbierz, Esq. MARK J. LAZZO, P.A. Bldg. 300, Ste. B Wichita, KS 67226 Tel: (316) 263-6895 Fax: (316) 264-4704 E-mail: mark@lazzolaw.com justin@lazzolaw.com About Andover Senior Care Andover Senior Care, LLC, owns and operates an assisted living facility in Andover, Kansas. Andover Senior Care filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 22-10139) on March 11, 2022, listing $5,351,220 in assets and $16,334,476 in liabilities. Dennis L. Bush, managing member, signed the petition. Judge Mitchell L. Herren oversees the case. Mark Lazzo, Esq., at Mark J. Lazzo, P.A. and Colangelo & Taber, P.A., serve as the Debtor's legal counsel and accountant, respectively. AUTO MONEY: Seeks Cash Collateral Access ---------------------------------------- Auto Money North LLC asks the U.S. Bankruptcy Court for the District of South Carolina, Greenville Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to maintain its business operations. On January 19, 2021, the Debtor executed a commercial guaranty agreement guaranteeing all loans issued by Wells Fargo Bank, N.A. to Moneyline Properties, LLC, an affiliate of the Debtor. The Debtor's individual owners John and Linda Derbyshire and AutoMoney, Inc., another affiliate of the Debtor, also guaranteed the Moneyline Loans. The Guaranty grants Wells Fargo a security interest in the deposit accounts and the balances therein held by the Debtor at Wells Fargo. On the Petition Date, the approximate balances of four loans made by Wells Fargo to Moneyline were: $1,160,000; $404,221; $1,618,000; and $1,461,000. Moneyline makes all the payments due on the Moneyline Loans. As of the date of the filing of the Motion, the Moneyline Loans are current. Because the security interest held by Wells Fargo was perfected by control instead of by the filing of a UCC financing statement, the Debtor did not discover the Guaranty when it ran a UCC search prior to the filing of the Cash Collateral Motion and relevant Schedules. The Debtor was only recently made aware of the existence of the Guaranty and the security interest held by Wells Fargo, N.A. during discussions with Wells Fargo related to the filing of the Debtor's bankruptcy case. The Debtor did not have a copy of the Guaranty until it was provided by Wells Fargo following these discussions. As adequate protection for the use of cash collateral, the Debtor agrees to provide Wells Fargo with a replacement lien on post-petition cash collateral to the same extent and in the same priority as its pre-petition lien, for any post-petition diminution in the pre-petition cash collateral as well as a replacement lien on all other property that may be acquired post-petition by the Debtor with such replacement lien having the same validity, extent, and priority as the prepetition lien on such property. A copy of the motion is available at https://bit.ly/3R4Mla4 from PacerMonitor.com. About Auto Money North LLC Auto Money North LLC is a limited liability company that makes loans secured by motor vehicles, commonly known as "title loans." Auto Money North is a supervised lender that is overseen by the South Carolina Department of Consumer Finance and South Carolina Board of Financial Institutions, whose lending activities are regulated and audited by South Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 22-03309) on December 2, 2022. In the petition signed by Jeremy Blackburn, officer, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. The Debtor operates 16 stores and has 47 employees as of the Petition Date. Stanley H. McGuffin, Esq., at Haynsworth Sinkler Boyd, P.A., represents the Debtor as counsel. AVAYA HOLDINGS: In Talks to Get $450M for Potential Bankruptcy -------------------------------------------------------------- Reshmi Basu and Allison McNeely of Bloomberg News report Avaya Holdings Corp. has been negotiating with first-lien lenders for a $450 million loan that would fund operations during a potential bankruptcy filing, according to people with knowledge of the situation. The telecommunications equipment provider has been in talks with lenders that could hand them control of the company as part of a pre-arranged Chapter 11 filing, said the people, who asked not to be identified because the matter is private. The group of first-lien lenders include Apollo Global Management, Ares Management and Invesco, Bloomberg previously reported. Talks are ongoing and plans could change, they added. BlackRock Hikes Stake Fintel reported Jan. 25, 2023, that BlackRock Inc. has filed a 13G form with the SEC disclosing ownership of 7.64 million shares of Avaya Holdings Corp (AVYA). This represents 8.8% of the company. In their previous filing dated February 3, 2022 they reported 5.80 million shares and 6.90% of the company, an increase in shares of 31.72% and an increase in total ownership of 1.90% (calculated as current - previous percent ownership). There are 347 funds or institutions reporting positions in Avaya Holdings Corp. This is a decrease of 107 owner(s) or 23.57%. Capital World Investors holds 3,363,700 shares representing 3.87% ownership of the company. In it's prior filing, the firm reported owning 8,369,041 shares, representing a decrease of 148.80%. The firm decreased its portfolio allocation in AVYA by 69.85% over the last quarter. Jpmorgan Chase & Co holds 3,149,739 shares representing 3.63% ownership of the company. In it's prior filing, the firm reported owning 367,685 shares, representing an increase of 88.33%. The firm increased its portfolio allocation in AVYA by 527.28% over the last quarter. Voss Capital, LLC holds 2,819,322 shares representing 3.25% ownership of the company. In it's prior filing, the firm reported owning 2,594,322 shares, representing an increase of 7.98%. The firm decreased its portfolio allocation in AVYA by 31.99% over the last quarter. P Schoenfeld Asset Management Lp holds 2,000,000 shares representing 2.30% ownership of the company. First Trust Advisors Lp holds 1,720,701 shares representing 1.98% ownership of the company. In it's prior filing, the firm reported owning 121,464 shares, representing an increase of 92.94%. The firm increased its portfolio allocation in AVYA by 954.61% over the last quarter. About Avaya Holdings Avaya Holdings Corp. offers digital communications products, solutions and services for businesses of all sizes delivering its technology predominantly through software and services. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. Its Plan of Reorganization was declared effective and Avaya exited bankruptcy on Dec. 15, 2017. In that case, the Debtors tapped Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; and Zolfo Cooper LLC as restructuring advisor. Morrison & Foerster was the creditors committee's counsel. Stroock & Stroock & Lavan LLP and Rothschild, Inc., served as advisors to the Ad Hoc Crossholder Group. Avaya Holdings reported a net loss of $13 million for the year ended Sept. 30, 2021, a net loss of $680 million for the year ended Sept. 30, 2020, and a net loss of $671 million for the year ended Sept. 30, 2019. In August 2022, Moody's Investors Service downgraded the Corporate Family Rating of Avaya Holdings Corp. to 'Caa2' from 'B3'. Moody's said Avaya's Caa2 CFR reflects the Company's unsustainably high financial leverage, sustained cash burn, and increased near term performance challenges that may worsen substantially as customers reassess Avaya's financial standing. As reported by the TCR on Dec. 20, 2022, S&P Global Ratings lowered its issuer credit rating on Avaya Holdings Corp. to 'CC' from 'CCC-'. S&P said, "We think Avaya, lacking alternative options to strengthen its balance sheet, is very likely to pursue a debt restructuring, which we consider tantamount to, or filing for, bankruptcy protection." BAUSCH HEALTH: John Hancock Fund Marks $1.4M Loan at 25% Off ------------------------------------------------------------ John Hancock Investors Trust has marked its $1,475,078 loan extended to Bausch Health Companies Inc, to market at $1,099,922, or 75% of the outstanding amount, as of October 31, 2022, according to a disclosure contained in the Fund's Form N-CSR for the fiscal year ended October 31, 2022, filed with the Securities and Exchange Commission on December 23, 2022. John Hancock Investors Trust is a participant in a Tranche B term loan to Bausch Health Companies Inc. The loan accrues interest at a rate of 8.624% per annum (1 month SOFR + 5.250%). The loan matures on February 1, 2027. John Hancock Investors Trust is a closed-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended. Bausch Health Companies Inc develops drugs for unmet medical needs in central nervous system disorders, eye health and gastrointestinal diseases, as well as contact lenses, intra ocular lenses, ophthalmic surgical Bausch equipment, and aesthetic devices. BAY AREA COMMERCIAL: Unsecureds to Split $275K in Subchapter V Plan ------------------------------------------------------------------- Bay Area Commercial Sweeping, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business under Subchapter V. The Debtor is a California corporation. Since 2018, the Debtor has been in the business of providing commercial street sweeping services. The Debtor was facing litigation and possible judgment related a dispute with the labor union and alleged breach of the collective bargaining agreement. The significant cost of defending this litigation substantially impacted the Debtor's ability to successfully operate, and a result, the Debtor sought relief under Title 11, Chapter 11, Sub-Chapter V of the United States Code to reorganize its business affairs with the threat and cost of continual litigation. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $273,899.85. The Debtor expects to fund the full payment required under the Plan within 36 months after the Plan is confirmed. This Plan of Reorganization proposes to pay creditors of the Debtor from cash on hand, collection of accounts receivables, and cash profits from business operations, and to the extent necessary, from liquidation and sale of certain nonessential assets of the estate. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan is unable to value in terms of cents on the dollar because the total amount of all claims is unknown. This Plan also provides for the payment of administrative and priority claims. Class 3(A) consists of Non-priority unsecured creditors (Convenience Class). Class 3(A) is impaired by this Plan. Each Class 3(A) claimant shall receive on the Effective Date of the Plan a single payment equal to the lesser of its allowed claim or $1,000. Class 3(B) consists of Non-priority unsecured creditors. Class 3(B) is impaired by this Plan. Allowed general unsecured claims, not otherwise treated in Class 3(A), shall receive a pro-rata share of a fund totaling $275,000, created by Debtor's payment of $14,460.40 per quarter for a period of 20 quarters, starting in the subsequent quarter following the Effective Date, due on the 15th day of the first month of each quarter. Pro-rata shall mean the entire amount of the fund divided by the entire amount owed to creditors with allowed claims in Class 3(B). Class 4 consists of equity security holders of the Debtor. Class 4 is not impaired by this Plan. Equity security holders of the Debtor shall retain their respective interest in the Reorganized Debtor and are deemed to accept the Plan. After confirmation of the Plan, Debtor will continue business operations of providing commercial street sweeping services to customers and Debtor will also maintain possession, custody, and control of all essential assets for continuation of normal business operations. As of January 18, 2023, Debtor has available cash on hand of $120,134.12 and accounts receivable, not otherwise subject to a security interest, of $176,717.40, which will be used to make all payments due on the Effective Date, which are currently estimated to be $97,734.29. Further, to the extent necessary, counsel for Debtor (Meyer Law Group, LLP) will agree to accept payment of its allowed administrative claim (estimated at $45,000) over the term of the Plan to ensure feasibility on the Effective Date. Although there are some seasonable fluctuations with revenue, from the Petition Date (July 8, 2022) through the beginning of January 2023, Debtor has received average monthly revenue of $219,213.48 and incurred average monthly expenses of $203,809.17, which provides for monthly net revenue of approximately $15,404.31. From this net revenue, Debtor is projected to have sufficient monthly cash to fund all monthly obligations ($10,394.65) to secured creditors provided for in Class 2 and fund quarterly distribution ($14,460.40) to general unsecured creditors in Class 3(B). Further, in the unlikely event that Debtor experiences a shortfall in any given month, Debtor anticipates having sufficient cash reserves (either from available cash on hand or receipt of accounts receivable) to ensure that all payments to Class 2 and Class 3(B) are made in a timely manner, and in the extremely unlikely event, Debtor would liquidate other non-exempt assets with a liquidation value of approximately $185,850.00, to ensure that all payments required under the Plan are made in a timely manner. A full-text copy of the Plan of Reorganization dated January 19, 2023 is available at https://bit.ly/401lBeP from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Brent D. Meyer, Esq. Meyer Law Group, LLP 268 Bush Street #3639 San Francisco, CA 94104 Telephone: (415) 765-1588 Facsimile: (415) 762-5277 Email: brent@meyerllp.com About Bay Area Commercial Sweeping Bay Area Commercial Sweeping, Inc. -- https://www.bacsweeping.com/ -- filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-50590) on July 8, 2022, listing $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Timothy Nelson has been appointed as Subchapter V trustee. Judge Stephen L. Johnson oversees the case. Brent D. Meyer, Esq., at Meyer Law Group, LLP, is the Debtor's counsel. BED BATH & BEYOND: BlackRock Has 14% Stake as of Dec. 31 -------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 12,332,491 shares of common stock of Bed Bath and Beyond Inc., representing 14 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/886158/000130655023000671/us0758961009_011923.txt 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 of Nov. 26, 2022, the Company had $4.40 billion in total assets, $5.20 billion in total liabilities, and a total shareholders' deficit of $798.64 million. * * * As reported by the TCR on Jan. 11, 2023, S&P Global Ratings raised its issuer credit rating on Union, N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to 'CC' from 'SD' (selective default). S&P said, "The 'CC' rating and negative outlook on BBBY reflects our view that while not actively in default, the company is highly vulnerable and a distressed transaction or broader restructuring is a virtual certainty based on its deteriorating liquidity position, challenging operating conditions, and the looming maturities of its outstanding 2024 notes." 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 twelve months. BIOLASE INC: Laurence Lytton Has 9.9% Stake as of Jan. 10 --------------------------------------------------------- Laurence W. Lytton disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Jan. 10, 2023, he beneficially owns 2,461,094 shares of common stock of Biolase, Inc., representing 9.9 percent of the shares outstanding. The percentage is based on 24,174,483 shares of Common Stock outstanding after the closing of the offering of shares of Common Stock as reported in the Prospectus filed by the Issuer on Jan. 11, 2023. The reporting person's beneficial ownership consists of 2,000,000 shares of Common Stock and warrants to acquire 3,000,000 shares of Common Stock. The warrants are subject to a 9.99% beneficial ownership limitation and, as result, the reporting person's beneficial ownership includes only 461,094 shares of the Common Stock issuable on exercise of the warrants. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/811240/000093583623000045/biolase13g.htm About Biolase Biolase, Inc. -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. The Company's proprietary systems allow dentists, periodontists, endodontists, pediatric dentists, oral surgeons, and other dental specialists to perform a broad range of minimally invasive dental procedures, including cosmetic, restorative, and complex surgical applications. Biolase reported a net loss of $16.16 million for the year ended Dec. 31, 2021, a net loss of $16.83 million for the year ended Dec. 31, 2020, a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $42.86 million in total assets, $29.01 million in total liabilities, and $13.86 million in total stockholders' equity. BIONIK LABORATORIES: Two Proposals Approved at Annual Meeting ------------------------------------------------------------- Bionik Laboratories Corp. held its Annual Meeting of Stockholders at which the stockholders: (1) elected Andre Auberton-Herve, Remi Gaston-Dreyfus, Rich Russo Jr., Joseph Martin, Charles Matine, Audrey Thevenon, and Michal Prywata to serve on the Board of Directors of the Company until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified; and (2) ratified MNP, LLP as the Company's independent public accountants for the year ending March 31, 2023. About BIONIK Laboratories Bionik Laboratories Corp. -- http://www.BIONIKlabs.com-- is a robotics company focused on providing rehabilitation and mobility solutions to individuals with neurological and mobility challenges from hospital to home. The Company has a portfolio of products focused on upper and lower extremity rehabilitation for stroke and other mobility-impaired patients, including three products on the market and three products in varying stages of development. Bionik reported a net loss and comprehensive loss of $10.41 million for the year ended March 31, 2022, compared to a net loss and comprehensive loss of $13.62 million for the year ended March 31, 2021. As of Sept. 30, 2022, the Company had $3.83 million in total assets, $3.31 million in total liabilities, and $523,018 in total stockholders' equity. Toronto, Canada-based MNP LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 9, 2022, citing that the Company has experienced losses and has a working capital deficiency and an accumulated deficit. These conditions, along with other matters, raise substantial doubt about Company's ability to continue as a going concern. BUFFALO STATION: Trustee Taps Ross, Smith & Binford as Counsel -------------------------------------------------------------- David Wallace, Chapter 11 trustee for Buffalo Station, LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Ross, Smith & Binford, PC as his counsel. The firm's services include: (a) advising and consulting with the trustee concerning questions arising in the conduct of the administration of the estate and concerning his rights and remedies with regard to the estates' assets and claims of creditors and other parties in interest; (b) appearing for, prosecuting, defending and representing trustee's interest in suits or legal matters arising in or related to the Debtors' Chapter 11 cases; and, specifically, appearing for and representing trustee with respect to the pursuit of Chapter 5 causes of action and the review of proofs of claim filed in the cases, and preparing subsequent objections that are necessary; (c) assisting in the preparation of legal papers; and (d) preparing, filing and implementing a Chapter 11 plan in cooperation with major constituencies in the Debtors' bankruptcy cases. The firm will be paid at these rates: Frances Smith $650 per hour Jessica Lewis $490 per hour Elizabeth Wirmani $400 per hour As disclosed in court filings, Ross, Smith & Binford is a "disinterested person" within the meaning of Bankruptcy Code Section 101(14). The firm can be reached through: Frances Smith, Esq, Jessica Lewis, Esq, Elizabeth Wirmani, Esq, Ross, Smith & Binford, PC 700 N. Pearl Street, Suite 161 Dallas, TX 75201 Telephone: 214-377-7879 Email: frances.smith@rsbfirm.com jessica.lewis@ rsbfirm.com elizabeth.wirmani@rsbfirm.com About Buffalo Station Buffalo Station, LLC -- https://buffalostationapts.com/ -- doing business as Winchester, is primarily engaged in renting and leasing real estate properties. The company is based in Burleson, Texas. Buffalo Station and four affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 22-42943) on Dec. 5, 2022. The affiliates are Premier 82, LLC, Remington Station, LLC, Ventura Heights, LLC, and Windsor at 82nd for Pinewood, LLC. In the petition filed by its managing member, Bo Fontana, Buffalo Station reported $1 million to $10 million in both assets and liabilities. Judge Edward L. Morris oversees the cases. The Debtors are represented by Joyce W. Lindauer Attorney, PLLC. David Wallace, the Chapter 11 trustee appointed in the Debtors' cases, is represented by Ross, Smith & Binford, PC. BW HOMECARE: S&P Raises ICR to 'CCC+', Outlook Negative ------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on BW Homecare Holdings LLC to 'CCC+' from 'SD' (selective default). The outlook is negative. S&P also raised the rating on the second-lien facility to 'CCC-' from 'C.' S&P said, "At the same time, we assigned our 'B' issue-level rating and '1' recovery rating to the new first out credit facility, a 'CCC' issue-level rating and '5' recovery rating to the new second out credit facility, a 'CCC-' issue-level rating and '6' recovery rating to the new third out credit facility. "The negative outlook reflects risk to our base-case expectations that liquidity will remain adequate over the next 24 months, potentially stemming from rising interest rates or operational headwinds. "The CCC+ rating reflects our view that BW's new capital structure is still unsustainable. Even though we assume EBITDA will improve significantly over the next two years (2023-2024), we expect leverage to remain above 20x and for the company to generate free cash flow deficits, even as the capital structure includes tranches of debt with paid-in-kind (PIK) interest (rather than cash). We therefore view the capital structure as unsustainable. We view the PIK debt as favorable in terms of liquidity but the high rate of PIK interest will result in ballooning obligations. "Despite our expectation of cash flow deficits in our base case, we expect BW's liquidity will be sufficient for the next two years. The recapitalization provided the company with additional cash and a new $50 million revolver (as well as $65 million of incremental capital available for acquisitions), and we believe this should be sufficient to address liquidity needs for the next two years. "We expect revenue to grow both organically and through acquisitions and for margins to expand in 2023. However, we expect cash interest expense to exceed EBITDA in 2023 and 2024. Thus, we expect the liquidity to persistently deteriorate over the next two years. "Although we expect revenue growth across the company's four segments, labor inflation compounded by rising interest rates weigh heavily on margins and cash flow. BW's business segments have all grappled with labor inflation and staffing shortages. However, against this backdrop, it has still managed to grow its largest segment, Skilled Home Health at a high single-digit rate. While we expect reimbursement will be flat for this segment in 2023, we anticipate volume will grow given its recent solid momentum. Medicare will also increase reimbursement 3.8% for hospice care, thus we also anticipate revenue growth in that segment. Our assumption is that labor pressure remains, but will not worsen and we have projected low-single digit growth in Personal Care Services and Behavioral Health. "The negative rating outlook reflects risk to our base-case expectations that liquidity will remain adequate over the next 24 months, potentially stemming from rising interest rates or operational headwinds. "We could lower our rating on BW if we believe a default is likely to occur within the subsequent 12 months, likely because of diminishing liquidity or rising prospects of a transaction whereby lenders received less value than originally promised. This could occur if the company underperforms our expectations; for example, if labor pressures intensify, interest rates increase further, or through the passage of time as liquidity is consumed. "We could revise the outlook to stable if the company significantly improves business performance or liquidity such that we think a distressed exchange or a default is less likely." ESG credit indicators:E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." CAESARS ENTERTAINMENT: Moody's Rates New Loan Ba3 & Ups CFR to B1 ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Caesars Entertainment, Inc.'s ("Caesars") proposed $1.75 billion senior secured term loan B and a Ba3 rating to the company's proposed $1.25 billion senior secured notes. The company's Corporate Family Rating was upgraded to B1 from B2, Probability of Default Rating was upgraded to B1-PD from B2-PD, existing senior secured notes due 2025 were upgraded to Ba3 from B1, and existing senior unsecured notes due 2027 and 2029 were upgraded to B3 from Caa1. The company's SGL-1 Speculative Grade Liquidity rating is unchanged, and the outlook is stable. Additionally, Caesars Resort Collection, LLC's ("CRC"), a wholly owned subsidiary of Caesars, senior secured term loans due 2024/2025 and senior secured notes due 2025 were upgraded to Ba3 from B1. CRC's outlook is stable. Proceeds from Caesars' proposed $1.75 billion senior secured term loan B and proposed $1.25 billion senior secured notes, along with revolver draw and cash on hand, will be used to refinance CRC's existing senior secured term loan B due 2024 as well as to pay related fees and expenses. Moody's expects to withdraw the rating on CRC's senior secured term loan B due 2024 once the transaction closes and the term loan is repaid. The upgrade of the company's CFR reflects the expectation for sizeable year over year improvements in EBITDA as the company's digital business has ramped significantly, and losses have dramatically been reduced. The upgrade also reflects the strong underlying operations of the company's regional and Las Vegas operations, with the expectation for continued debt reduction funded from positive free cash flow that will reduce leverage to below 6.5x by year end 2023. Caesars should also benefit from prior investments made in its regional properties, which include new builds which will come on line, as well as renovations and expansions. The transaction also extends Caesar's debt maturity profile which supports the company's financial flexibility, aided by very good liquidity with the expectation for strong positive free cash flow and ample revolver availability. The transaction further transitions and refinances debt from the CRC level to the Caesars Entertainment level, as has been expected to take place over time. Assignments: Issuer: Caesars Entertainment, Inc. Senior Secured Term Loan B, Assigned Ba3 (LGD3) Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD3) Upgrades: Issuer: Caesars Entertainment, Inc. Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Senior Secured Regular Bond/Debenture, Upgraded to Ba3 (LGD3) from B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD6) from Caa1 (LGD6) Issuer: Caesars Resort Collection, LLC Backed Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD3) from B1 (LGD3) Backed Senior Secured Regular Bond/Debenture, Upgraded to Ba3 (LGD3) from B1 (LGD3) Outlook Actions: Issuer: Caesars Entertainment, Inc. Outlook, Remains Stable Issuer: Caesars Resort Collection, LLC Outlook, Remains Stable RATINGS RATIONALE Caesars Entertainment, Inc.'s B1 CFR reflects the expectation for leverage to comes down towards 6x in 2023. Free cash flow generation and continued debt reduction are expected to contribute meaningfully to reducing leverage. The company's regional and Las Vegas operations have strongly recovered from efforts to contain the coronavirus, with strong margin improvement as compared to pre-pandemic levels. Caesars Digital continues to ramp and the company has been successful in significantly reducing EBITDA losses for the digital business. Caesars benefits from the size and diversification of its operations both on the Las Vegas Strip and regionally throughout the US. The company's brand strength and recognition, sizeable Caesars rewards database and program are additional key credit strengths. Caesars remains vulnerable to travel disruptions and unfavorable sudden shifts in consumer spending and the uncertainty regarding the pace at which consumer spending at gaming properties will be sustained. Caesars' speculative-grade liquidity rating of SGL-1 reflects very good liquidity. As of September 30, 2022, the company had $944 million of unrestricted cash and cash equivalents. The company maintains a $2.25 billion revolver at Caesars due 2028 (unrated), with no borrowings outstanding and minimal letters of credit. The company is currently subject to maximum total leverage test of 7.25x and a fixed charge coverage ratio of 1.75x. Moody's expects that the company will maintain compliance with its covenants. Moody's assessment of Caesars is based on a consolidated approach. Caesars Entertainment, Inc. guarantees the bank credit facilities and secured notes of Caesars Resort Collection, LLC, although CRC, the surviving legacy pre-acquisition entity with rated debt, does not guarantee Caesars Entertainment, Inc.'s debt. The rating and outlook rationale for Caesars as well as the upgrade and downgrade considerations below apply collectively to consolidated Caesars Entertainment, Inc. A cross default is in place at Caesars given CRC's debt is considered material indebtedness, as CRC is part of Caesars's restricted group and included in covenants contained in Caesars' credit agreement. The CRC debt does not cross default to Caesars' debt. The entities have common ownership, management, operational functionality, and ability for cash to be readily moved between the entities to support operations and debt reduction. Debt instrument ratings at Caesars and CRC are based on the priority of claim and recovery estimates given they have differing claims on the Caesars and CRC asset pools. The guarantee on CRC's debt from Caesars Entertainment, Inc. is only from the holding company and not from Caesars Entertainment, Inc.'s operating subsidiaries other than CRC. As a result, Caesars Entertainment, Inc.'s debt continues to have a structurally senior claim relative to the CRC debt on the former Eldorado operating assets. Moody's expects the company's focus will be on repaying and refinancing debt at CRC with new debt at the Caesars Entertainment, Inc. level. Repayment of debt over time at CRC could result in CRC secured and unsecured debt being notched above the respective secured and unsecured debt at Caesars. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects the strong performance of the business and declining EBITDA losses in the digital business. The stable outlook also incorporates the company's very good liquidity and Moody's expectation for leverage to continue to come down from current levels as the business performs and debt is reduced from free cash flow. Caesars remains vulnerable to travel disruptions and unfavorable sudden shifts in discretionary consumer spending. Ratings could be upgraded the company continues to grow revenue and earnings and generate strong positive free cash flow, with debt-to-EBITDA leverage is sustained below 5x. Ratings could be downgraded if liquidity deteriorates or if Moody's anticipates Caesars' earnings will decline due to reduced visitation or reductions in discretionary consumer spending at the company's casinos and online operations. Ratings could be downgraded if the company's debt-to-EBITDA leverage is sustained over 6.5x on a consolidated basis or if free cash flow is weak or negative excluding major development projects. The principal methodology used in these ratings was Gaming published in June 2021. Caesars Entertainment, Inc. is a publicly-traded company that owns and operates 51 domestic gaming properties in 16 states with approximately 52,800 slot machines, video lottery terminals ("VLTs) and e-tables, approximately 2,800 table games and approximately 47,500 hotel rooms. Reported revenue for the last twelve months ended September 30, 2022 was over $10 billion. CARVANA CO: Unit Amends MPSA to Clarify Commitment Period --------------------------------------------------------- On Jan. 20, 2023, a subsidiary of Carvana Co., Ally Bank, and Ally Financial Inc., amended the Second Amended and Restated Master Purchase and Sale Agreement to clarify the Commitment Period of the Ally Parties' commitment to purchase up to $4.0 billion of automotive finance receivables. The Commitment Period began on Jan. 13, 2023 and the Scheduled Commitment Termination Date is Jan. 12, 2024. The Ally Parties' commitment to purchase up to $4.0 billion of automotive finance receivables applies to receivables sold beginning Jan. 13, 2023. No receivables sold prior to Jan. 13, 2023 count against the Commitment Amount. About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. Carvana Co. reported a net loss of $287 million in 2021, a net loss of $462 million in 2020, a net loss of $365 million in 2019, a net loss of $254.74 million in 2018, and a net loss of $164.32 million in 2017. As of June 30, 2022, the Company had $10.50 billion in total assets, $9.64 billion in total liabilities, and $864 million in total stockholders' equity. * * * As reported by the TCR on Nov. 14, 2022, S&P Global Ratings revised its outlook on Carvana Co. to negative from stable and affirmed its 'CCC+' issuer credit rating. S&P said, "The negative outlook reflects Carvana's weak operating performance and continuing macroeconomic headwinds which could extend weaker profitability and sustain or increase negative cashflows." Moody's Investors Service changed Carvana Co.'s outlook to negative from stable and at the same time affirmed Carvana's Caa1 corporate family rating. Moody's said, "The change in outlook to negative from stable reflects Carvana's persistent lack of profitability and negative free cash flow generation that has consistently fallen short of Moody's expectations," as reported by the TCR on Nov. 25, 2022. CELSIUS NETWORK: Estate Owns Clients Digital Assets, Confirms Court ------------------------------------------------------------------- Sidley Austin LLP wrote that the bankruptcy court presiding over the Chapter 11 cases of digital asset platform Celsius Network LLC and its affiliates (Celsius) issued a key ruling on January 4, 2023 (the Decision), by concluding that a significant portion of digital assets held in Celsius' customer accounts are property of the debtors' estates, and holders of such accounts accordingly are unsecured creditors. The digital assets at issue in the Decision were held under Celsius' "Earn" program, pursuant to which the digital assets were not segregated or held in custody but used freely by Celsius to generate investment returns, and were subject to contract terms stating that the digital assets belonged to Celsius. The Decision did not address the digital assets held under Celsius' "Custody" or other programs, each of which is the subject of separate disputes and litigation. Resolving the issue of who owns these digital assets held on Celsius' platform was an important gating item for the Chapter 11 cases, as the answer has significant implications for, inter alia, the account holders' potential entitlements in any reorganization and potential clawback claims that the estates may be able to assert against its account holders. This decision may also inform digital asset ownership rights that are developing in other areas of law or pending regulations. Events Leading Up to the Decision From the outset of the Chapter 11 cases, Celsius has taken the position that digital assets deposited by account holders in Earn accounts were Celsius' property and became property of the estates upon the filing. However, until the Decision, the bankruptcy court presiding over the Chapter 11 Cases (the Bankruptcy Court) had not weighed in on the issue, and Celsius was not authorized to sell or use the digital assets absent further court authority. In September 2022, Celsius requested authority to sell stablecoin held in the Earn accounts to provide much-needed liquidity to fund operating expenses and the costs of the Chapter 11 cases, but several parties, including the official committee of unsecured creditors, objected on the basis that Celsius had not yet met its burden to establish that the platform actually owned the stablecoin it was intending to sell. In November 2022, Celsius filed an amended motion requesting entry of an order establishing that the digital assets in the Earn accounts are property of the estates and granting authority for Celsius to sell up to $18 million in stablecoin from the Earn accounts, and submitted supporting declarations regarding the debtors' rights to these assets. The creditors' committee ultimately agreed that the digital assets deposited into the account holders' Earn accounts at Celsius are property of the estates, but many individual account holders as well as several state governments objected and asserted a variety of arguments for why account holders retained ownership rights to the digital assets. Nature of the Earn Accounts Prior to the July 15, 2022, petition date, Celsius' platform offered a few different programs or account types for customers: (i) "Earn," (ii) "Custody," and (iii) "Borrow." The Earn program was Celsius' main product, and Celsius had approximately 600,000 accounts in the program. Under the Earn program, an account holder would deposit digital assets into its Earn account on the Celsius platform, and Celsius was permitted to invest such assets at its own discretion in order to obtain a return on investment that was shared with Earn account holders. As a result, Celsius generally did not retain or segregate the digital assets deposited in the Earn accounts but rehypothecated, loaned, and exchanged those assets as it would its own assets. In contrast, under the Custody program, Celsius was not permitted to invest customer digital assets held in Custody accounts, and such assets did not generate investment returns. Under the Borrow program, account holders pledged their digital assets to Celsius as collateral for cash loans, and Celsius would release the collateral back to the account holders when the loans were repaid. At the time of filing, Celsius also maintained "Withhold" accounts for (i) digital assets sent to Celsius that were not supported by Celsius' platform and (ii) digital assets to be temporarily held for account holders in jurisdictions in which Celsius was not authorized to offer the Earn or Custody programs. The nature of the debtors' interests in and rights to the digital assets held under each of these programs or accounts is different, and accordingly the disputes as to whether the digital assets held under these programs are property of the estate have unfolded through separate motions and proceedings. The Property of the Estate Decision The bankruptcy court viewed the question of ownership as a contract law issue and focused on the questions of (i) whether the Celsius user agreement (Terms of Use) constituted a valid, enforceable contract between Celsius and the account holders and, (ii) if so, whether the Terms of Use conveyed title and ownership rights in the digital assets from the account holders to Celsius. First, the Bankruptcy Court concluded that the Terms of Use constituted an enforceable contract between Celsius and its customers. The Terms of Use were an electronic "clickwrap" agreement, which required account holders to confirm that they accepted the terms by clicking a button on the screen but did not necessarily require the account holders to actually view the terms.6 The Bankruptcy Court observed that these clickwrap contracts are routinely enforced under New York law, and an account holder manifests sufficient assent to be bound by the contract terms when it clicks the acceptance button online. The Bankruptcy Court further found that the Terms of Use for the Earn accounts were supported by sufficient consideration in the form of the "rewards" payments account holders earned from the digital assets deposited into the Earn accounts and that the account holders had understood and intended that they would be bound by the Terms of Use with Celsius even if they did not intend the effects of the contract. Second, the Bankruptcy Court focused on whether the Terms of Use had clear and unambiguous language regarding the ownership of the digital assets deposited into the Earn accounts. The Terms of Use provided that account holders "grant Celsius ... all right and title to such Digital Assets, including ownership rights" and "the right ... to pledge, re-pledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Digital Assets … with all attendant rights of ownership … and to use or invest such Digital Assets in Celsius’s full discretion." The Bankruptcy Court found that this language unequivocally transferred title and ownership of the digital assets in the Earn accounts to Celsius, and such assets became property of the estates upon the bankruptcy filing. The Bankruptcy Court rejected account holders' arguments that the Terms of Use were ambiguous (notwithstanding the language transferring title and ownership to Celsius) because the Terms of Use described the account holders as "lending" their assets to Celsius, which suggested that the account holders retained ownership but temporarily allowed Celsius to use the assets. The Bankruptcy Court found that the transfer of title clause was clear and observed that it was not at all inconsistent for a party “lending” its assets to a debtor to be an unsecured creditor in a bankruptcy case. Further, nothing in the Terms of Use would suggest that the account holders retained a lien on the digital assets deposited into the Earn accounts, much less a perfected lien, and the account holders therefore did not have a secured claim to the assets in their Earn accounts. The Bankruptcy Court also rejected arguments that marketing materials and statements made by Celsius' former CEO could modify the Terms of Use even if the advertisements and statements suggested that Celsius account holders own the digital assets in their accounts. Key Takeaways The Decision highlights how important it is for digital asset investors to read and understand the user agreement governing their relationship with the digital asset platform, particularly the language regarding the parties' respective rights to and interests in the digital assets held in an investor's account. In this case, the Terms of Use accepted by Celsius account holders were unequivocally clear that the title to and ownership of digital assets deposited by customers into the Earn accounts were transferred to Celsius, and Celsius had full rights to use and invest those assets. Account holders can be bound by such terms even if they did not read or fully appreciate the consequences of the terms. Disputes over ownership of digital assets will continue in the Celsius and other digital asset bankruptcy cases. The Decision makes clear that terms of the applicable user agreements, including the rights granted to the insolvent platform under such agreements, will be a primary focus of those disputes. As such, it is important for blockchain market participants to be thoughtful about the language in any digital asset customer agreements, including the choice of law provision, and any related marketing materials. And while the Bankruptcy Court found that the contract language on title transfer and ownership was dispositive to determining that the digital assets at issue in the Decision are property of the estate, it is important to recognize that the contract language may not be dispositive in all contexts, particularly if a party is seeking to exclude assets from a bankruptcy estate. Other factors include, among other things, whether the assets to be excluded have been commingled with estate property and whether a party can trace those assets following such commingling. Further, as a practical matter, Celsius has a significant shortfall in the amount and types of coins it was holding for Earn account holders, so it would not be possible for Celsius to return the digital assets to each account holder even if the contract terms provided that the Earn account holders retained ownership of the digital assets.9 Market participants should therefore be mindful of practical, as well as legal, risks of digital asset investing. About Celsius Network Celsius Network LLC -- http://www.celsius.network/ --is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC serve as the examiner's legal counsel and financial advisor, respectively. CENTURY ALUMINUM: BlackRock Has 10.6% Stake as of Dec. 31 --------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2022, it beneficially owns 9,722,528 shares of common stock of Century Aluminum Co., representing 10.6 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/949157/000130655023000499/us1564311082_011923.txt About Century Aluminum Company Chicago, Illinois-based Century Aluminum Company -- http://www.centuryaluminum.com-- is a global producer of primary aluminum and operates aluminum reduction facilities, or "smelters," in the United States and Iceland. Century Aluminum reported a net loss of $167.1 million for the year ended Dec. 31, 2021, a net loss of $123.3 million for the year ended Dec. 31, 2020, a net loss of $80.8 million for the year ended Dec. 31, 2019, and a net loss of $66.2 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $1.58 billion in total assets, $406.1 million in total current liabilities, $660.9 million in total noncurrent liabilities, and $516.6 million in total shareholders' equity. CLOVIS ONCOLOGY: $75M DIP Loan from GLAS USA Wins Final OK ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Clovis Oncology, Inc. to use cash collateral and obtain senior secured superpriority postpetition financing, on a final basis. The Debtor obtained an aggregate principal amount of up to $75 million, including an initial draw of up to $30 million funded upon entry of the Interim DIP Order, together with the other DIP Documents, including a super-priority loan and security agreement executed following the Initial Draw by and among the Borrower, the DIP Guarantors, GLAS USA LLC, as the administrative and collateral agent and the lenders from time to time party thereto. Upon the entry of the Final Order, in the case of the Additional Tranche A DIP Term Loans, upon satisfaction of all applicable conditions precedent under the DIP Credit Agreement in accordance therewith, the Debtors are authorized to borrow up to $25 million of original principal amount of Additional DIP Loans on a final basis consisting of (x) $15 million of new money debtor-in-possession term loans available to be borrowed (in a single draw) on the first business day following entry of the Final DIP Order as set forth in the DIP Credit Agreement and (y) an additional $10 million of Prepetition Financing Obligations outstanding under the Prepetition Financing Documents to be rolled on the date hereof into borrowings under the DIP Credit Agreement. The Additional Tranche B DIP Term Loans will automatically be deemed funded on the date the Final Order is entered to permanently convert such Prepetition Financing Obligations, on a dollar for dollar basis, into DIP Obligations. The Debtors require the DIP Facility and to use the proceeds thereof to maintain the orderly operation of their businesses, to meet payroll obligations, to make capital expenditures, to satisfy other working capital and operational needs, and to fund expenses of the Chapter 11 Cases. The Debtors are party to the Financing Agreement, dated as of May 1, 2019 by and among Clovis, certain subsidiaries of Clovis, as guarantors, the lenders from time-to-time party thereto and TOP IV SPV GP, LLC, as administrative agent for the Prepetition Lenders and collateral agent for the Prepetition Secured Parties. Under the Prepetition Financing Agreement, the Prepetition Lenders provided to Clovis a secured debt financing facility for clinical trial debt funding in an initial aggregate principal amount of $175 million. As of the Petition Date, the Debtors were indebted and jointly and severally liable to the Prepetition Secured Parties under the Prepetition Financing Agreement in the aggregate principal amount of $347 million. All of the Debtors' cash, including any cash in deposit accounts of the Debtors, wherever located, constitutes cash collateral of the Prepetition Secured Parties, including the approximately $31.738 million set forth in the Initial DIP Budget as the Debtors' Beginning Book Cash Balance as of the Petition Date. The Debtors are also party to: (A) the Indenture, dated as of August 13, 2019, between Clovis, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, for the issuance of 4.50% Convertible Senior Notes due 2024; (B) the Indenture, dated as of November 17, 2020, between Clovis, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, for the issuance of 4.50% Convertible Senior Notes due 2024; and (C) the First Supplemental Indenture, dated as of April 19, 2018, between Clovis, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, for the issuance of 1.25% Convertible Senior Notes due 2025. As adequate protection, Prepetition Secured Parties are granted a valid, enforceable, unavoidable, and duly perfected replacement first lien on all of the Debtors' assets related to Rubraca that are encumbered by the liens securing the Prepetition Financing Agreement and a valid, enforceable, unavoidable, and duly perfected lien on all other DIP Collateral (other than the Rubraca Assets), subject and subordinate only to (a) the Carve-Out, (b) the DIP Liens, and (c) any valid, binding, enforceable, unavoidable, and duly perfected liens that are senior to the DIP Liens, including the Permitted Prior Liens. As further adequate protection, the Debtors are authorized and directed to pay all documented postpetition fees and expenses incurred by the Prepetition Agent up to an amount not to exceed $20,000. The "Carve Out" will be comprised of (a) accrued but unpaid fees, costs, and expenses of the professionals of the Debtors and any official committee of unsecured creditors incurred at any time prior to the DIP Agent's (acting at the written direction of the Required DIP Lenders) delivery of a Carve-Out Trigger Notice, to the extent allowed by the Bankruptcy Court (whether allowed before or after delivery of the Carve-Out Trigger Notice), (b) unpaid fees, costs, and expenses of the Professional Persons incurred on or after delivery of a Carve-Out Trigger Notice not to exceed $1 million in the aggregate, to the extent allowed by the Bankruptcy Court, (c) all fees and expenses required to be paid pursuant to 28 U.S.C. section 1930(a) plus interest at the statutory rate, and (d) all reasonable and documented out-of-pocket fees and expenses, in an aggregate amount not to exceed $50,000, incurred by a trustee under section 726(b) of the Bankruptcy Code. A copy of the order is available at https://bit.ly/3R4o3gk from PacerMonitor.com. About Clovis Oncology Clovis Oncology Inc. is an American pharmaceutical company which mainly markets products for treatment in oncology. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. D. Del. Case No. 22-11292) on December 11, 2022. In the petition signed by Paul E. Gross, executive vice president and general counsel, the Debtor disclosed $319,164,834 in assets and $754,564,457 in liabilities. Judge J. Kate Stickles oversees the case. The Debtor tapped Morris Nichols Arsht and Tunnell LLLP and Wilkie Farr & Gallagher LLP as bankruptcy co-counsel, AlixPartners, LLP as restructuring advisor, Perella Weinberg Partners LP as investment banker, and Kroll Restructuring Administration, LLC as claims, noticing, and solicitation agent. CNX RESOURCES: BlackRock Has 12.1% Equity Stake as of Dec. 31 ------------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 21,816,982 shares of common stock of CNX Resources Corp, representing 12.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1070412/000130655023000500/us12653c1080_011923.txt About CNX Resources CNX Resources Corporation is an independent natural gas development, production, and midstream company, with operations centered in the major shale formations of the Appalachian basin. CNX reported a net loss of $498.64 million for the year ended Dec. 31, 2021, compared to a net loss of $428.74 million for the year ended Dec. 31, 2020. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $1.32 billion. COMMERCIAL METALS: Fitch Alters Outlook on 'BB+' IDR to Positive ---------------------------------------------------------------- Fitch Ratings has affirmed Commercial Metals Company's (CMC) Long-Term Issuer Default Rating (IDR) at 'BB+'. Fitch has also affirmed CMC's senior secured revolving credit facility at 'BBB-'/ 'RR2' and senior unsecured notes at 'BB+'/'RR4'. The Rating Outlook is revised to Positive from Stable. The Positive Outlook reflects Fitch's expectation that EBITDA leverage, below 2.5x over the past four years, could be sustained below 2.5x over the ratings horizon despite expectations for economic weakness in FY23. The Positive Outlook also reflects Fitch's view that EBITDA margins could be sustained above 8% supported by a combination new low-cost mills coming online, the Tensar acquisition and higher prices. KEY RATING DRIVERS Conservative Leverage Profile: Fitch expects EBITDA leverage, 1.0x at FY22, to remain below 2.5x over the ratings horizon barring any material leveraging acquisitions, despite expectations for economic weakness in FY23. CMC has a lengthy history of conservative leverage and has maintained EBITDA leverage below 2.5x over the last four years, including through a period of meaningful economic weakness driven by the pandemic's impact on the economy in 2020. Additionally, management targets 2.0x net leverage through-the-cycle which supports Fitch view that the company will continue to maintain low financial leverage. New Mills Improve Operational Profile: CMC is constructing a new 500,000-ton mini mill in Arizona for roughly $350 million, with expected completion in the spring of 2023. CMC also announced its intention to construct a 500,000-ton mini mill in West Virginia, which is expected to cost roughly $450 million and begin operations in late calendar year 2025. Fitch views the new mills positively as they will be low-cost facilities which Fitch believes provides margin support, in addition to increasing CMC's size and scale. Fitch expects the West Virginia mill to be funded primarily with a combination of cash on hand and future FCF generation. Tensar Acquisition Supports Margins: In FY22, CMC acquired Tensar, a global provider of engineered solutions for subgrade reinforcement and soil stabilization used in road, infrastructure and commercial construction projects for approximately $550 million. The acquisition size was significant however the majority of earnings will continue to be generated from CMC's steel production, with Tensar accounting for an estimated less than 10% of total EBITDA. Fitch believes the acquisition will be modestly accretive to margins given Tensar's standalone business has significantly higher margins than CMC's core steel business. Tensar generates around 60% of its sales in North America with its remaining exposure being to EMEA and other parts of the world. Fitch views the Tensar Acquisition as expanding CMC's existing operational mix while complimenting CMC's end markets and providing additional geographic diversification. Vertically Integrated Business Model: CMC's vertically integrated business model and focus on pull-through volumes benefit consistent capacity utilization and positions the company as a low-cost producer. Approximately 50%-60% of scrap from CMC's recycling operations is normally sold to CMC's mill operations. Additionally, nearly 100% of steel supply for its fabrication operations is typically sourced internally. CMC's recycling facilities are often located in close proximity to mills, resulting in reduced transportation costs. Mills also have a steady and captive source of demand through internal shipments to fabrication facilities leading to consistent utilization rates across these segments. Fitch believes the company's vertically integrated model also provides some margin resiliency through the cycle. Mills and fabrication operations tend to have lower margins in periods of rapidly increasing scrap prices, whereas recycling operations tend to perform well under the same conditions. The inverse correlation and timing difference of peak profitability during volatile scrap and rebar price environments across different segments helps provide some insulation against price volatility. International Footprint Provides Diversification: CMC's operations are concentrated primarily in strong nonresidential construction demand regions within the U.S. and secondarily in Central Europe. CMC's operations in Poland, which account for approximately 20% of total mill capacity, provide diversification from U.S. construction exposure. In FY21, CMC completed the construction of a third rolling line for its Poland facility, which is designed to produce high-grade wire rod. In Fitch's view, this investment increased rolling capacity, compliments its Europe segment product offering and provides margin support. Heavily Levered to Rebar: CMC, the largest producer of rebar in the U.S., is highly levered to nonresidential construction demand and rebar in particular. Fitch views CMC's heavy exposure to rebar as partially offset by its low-cost position and its fabrication operations, which provide a steady and consistent source of demand. Construction demand was relatively resilient in 2020 as opposed to some other end markets such as auto and energy which were more heavily impacted by the pandemic. Fitch expects nonresidential construction demand to improve modestly in 2023 and benefit from the infrastructure bill and reshoring of manufacturing in the U.S. FCF Provides Flexibility: Fitch believes CMC's stable margin profile and minimal capex requirements provide the ability to consistently generate FCF, which allows CMC to fund internal growth and shareholder returns primarily with cash. In 1Q FY22, CMC announced a $350 million share repurchase program and repurchased approximately $211 million of shares in FY22 and FY23, leaving $139 million remaining under the program. Fitch expects the program to be exhausted over the next year or two and for shareholder returns to continue to be part of the company's capital allocation framework. DERIVATION SUMMARY Commercial Metals is smaller in terms of annual shipments compared with EAF steel producer Steel Dynamics (BBB/Stable) and majority blast furnace producers United States Steel Corporation (BB/Stable) and Cleveland-Cliffs (BB-/Positive). However, the flexible operating structure of its EAF production and CMC's low-cost position results in much less volatile profitability and more consistent leverage metrics compared with majority blast furnace producers. Commercial Metals has lower product diversification compared with Steel Dynamics, U. S. Steel and Cleveland-Cliffs given its concentration in rebar although has geographic diversification through its European operations. CMC generally has lower, although more stable through-the-cycle margins and leverage metrics, compared with U. S. Steel and Cleveland-Cliffs and less favorable margins and leverage compared with Steel Dynamics. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - Declining rebar price environment over the rating horizon; - Annual North America external shipments decline to around 2.7 million tons in FY23, increasing toward around 3.3 million tons as the new Arizona mill ramps up in FY23 and the West Virginia mill begins operations in early FY26; - New West Virginia mill operations begin in FY26; - Term loan is utilized to repay 2023 notes; - EBITDA margins decline in FY23 then trend toward around 10% thereafter; - Elevated capex of $550 million over the next few years associated with the construction of the new West Virginia mill; - Flat dividends and no additional acquisitions; - Share repurchases of around $150 million per year. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Commitment to maintaining a conservative financial policy and investment grade credit profile; - EBITDA leverage sustained below 2.5x; - EBITDA margins sustained above 8%, representing an improved pricing environment for rebar, further cost reduction, and/or an expansion of the product portfolio into higher value-add mix. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage sustained above 3.5x; - Prolonged negative FCF driven by a material reduction in steel demand or an influx of rebar imports causing rebar prices to be depressed for a significant time period; - Depressed metal margins leading to overall EBITDA margins sustained below 6%. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: As of Nov. 30, 2022, CMC had cash and cash equivalents of $582 million and $599 million available under its USD600 million secured revolving credit facility due 2027. In addition, the company has approximately USD64 million under its PLN288 million (USD64 million as of Nov. 30, 2022) accounts receivable facility. CMC also has USD67million of availability under its Poland credit facilities. ISSUER PROFILE CMC manufactures, recycles, and markets steel and metal products, related materials and services through a network of facilities in the U.S. and Poland. The company manufactures long steel products, primarily rebar, which is particularly tied to construction demand. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Commercial Metals Company LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ senior secured LT BBB- Affirmed RR2 BBB- D'ARBONNE CONSTRUCTION: Case Summary & One Unsecured Creditor ------------------------------------------------------------- Debtor: D'Arbonne Construction Company, Inc. 545 Pleasure Island Rd. Farmersville, LA 71241 Business Description: The Debtor owns several lots in Union Parish valued at $20,000. Chapter 11 Petition Date: January 24, 2023 Court: United States Bankruptcy Court Western District of Louisana Case No.: 23-30076 Judge: Hon. John S. Hodge Debtor's Counsel: Bradley L. Drell, Esq. GOLD, WEEMS, BRUSER, SUES & RUNDELL POB 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Fax: (318) 445-6476 Email: bdrell@goldweems.com Total Assets: $21,000 Total Liabilities: $1,003,287 The petition was signed by Thomas Kendal Terral as president. The Debtor listed Peoples Bank located at 6689 Hwy 34, P.O. Box 147, Chatham, LA as its only unsecured creditor having a claim of $983,287. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OKKH4HY/DArbonne_Construction_Company__lawbke-23-30076__0001.0.pdf?mcid=tGE4TAMA DETROIT SERVICE 2021: S&P Raises Refunding Bonds LT Rating to 'BB' ------------------------------------------------------------------ S&P Global Ratings' raised its long-term rating on the Detroit Service Learning Academy (DSLA)'s series 2021 public school academy refunding bonds to 'BB' from 'BB-'. The outlook is positive. "The upgrade and positive outlook reflect DSLA's steady enrollment above 1,300 students, increasing revenues--adjusted for one-time federal relief funds, consistent trend of solid operating margins, coverage that exceeds 'BB' medians, and growing liquidity," said S&P Global Ratings credit analyst Mel Brown. "We could raise the rating if DSLA sustains its strengthened demand and financial metrics while pursuing its plans to open a high school over the next one to two years." DIMENSIONS IN SENIOR: Court OKs Cash Access Thru Feb 8 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nebraska authorized Dimensions In Senior Living, LLC and its debtor-affiliates to use the cash collateral of American National Bank on an interim basis in accordance with the budget through February 8, 2023. The Debtors require the use of cash collateral to avoid immediate and irreparable harm to the Debtors. As of the Petition Date, all or substantially all of the assets of: -- Wilcox Properties of Fort Calhoun, LLC are, subject to 11 U.S.C. sections 506, 552, subject to the liens and security interests of American National Bank as senior lender, and Nebraska Economic Development Corporation as junior lender; -- WB Real Estate of Iola, LLC are, subject to 11 U.S.C. sections 506, 552, subject to the liens and security interests of ANB; -- Wilcox Properties of Columbia, LLC are, subject to 11 U.S.C. sections 506, 552, subject to the liens and security interests of ANB; -- Village Place, LLC are, subject to 11 U.S.C. sections 506, 552, subject to the liens and security interests of ANB; and -- Village Ridge LLC are, subject to 11 U.S.C. sections 506, 552, subject to the liens and security interests of Berkadia. The Court concluded that ANB is adequately protected from the Debtors' use of cash collateral and any diminution in value resulting from Debtors' use of cash collateral during the Interim Period. In addition, and pursuant to the agreement between the Debtors and ANB, and in order to provide adequate protection for ANB's interests pursuant to 11 U.S.C. section 361 and for the Debtors' use of cash collateral, the Debtors will bring current any adequate protection payments due and owing to ANB pursuant to the Interim Order entered therein on December 8, 2022, but not yet paid by the Debtors, and ANB will be paid monthly adequate protection payments in the following amounts beginning January 1, 2023: a. $8,027 from Wilcox Properties of Fort Calhoun, LLC ($267.58 per diem; to be adjusted for 31-day months and February); b. $5,837 from WB Real Estate of Iola, LLC ($195.46 per diem; to be adjusted for 31-day months and February); c. $11,790 from Village Place, LLC ($393.01 per diem; to be adjusted for 31-day months and February); and d. $0.00 from Wilcox Properties of Columbia, LLC. A copy of the order is available at https://bit.ly/3wwrWkA from PacerMonitor.com. About Dimensions in Senior Living Dimensions in Senior Living LLC -- https://www.dimsrivg.com/ -- through a series of entities, owns and manages a series of senior living and assisted living facilities in Nebraska, Iowa, Missouri, and Kansas. Dimensions in Senior Living and six affiliates each filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case No. 22-80860) on Nov. 21, 2022. In the petition filed by Amy Wilcox-Burns, as chief restructuring officer, the Debtor reported assets and liabilities between $1 million and $10 million. Judge Brian S. Kruse oversees the case. The Debtors are represented by Patrick Raymond Turner of Turner Legal Group, LLC. DR. ROOTS HERBS: Case Summary & Five Unsecured Creditors -------------------------------------------------------- Debtor: Dr. Roots Herbs, LLC 1516 South Victoria Ave Los Angeles, CA 90019 Business Description: Dr. Roots owns in fee simple title a real property located at 1514 & 1516 South Victoria Ave., Los Angeles, CA valued at $2 million. Chapter 11 Petition Date: January 24, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-10375 Judge: Hon. Barry Russell Debtor's Counsel: Thomas B. Ure, Esq. URE LAW FIRM 800 West 6th Street, Suite 940 Los Angeles, CA 90017 Tel: 213-202-6070 Fax: 213-202-6075 Email: tom@urelawfirm.com Total Assets: $2,078,200 Total Liabilities: $620,580 The petition was signed by Greta S. Curtis 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/KPISUVA/Dr_Roots_Herbs_LLC__cacbke-23-10375__0001.0.pdf?mcid=tGE4TAMA DRIVERGENT INC: Gets OK to Hire CBF as Financial Advisor -------------------------------------------------------- Drivergent, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ CBF Business Advisors, Inc. as its financial advisor. The Debtor requires a financial advisor to: (a) assist in complying with financial reporting requirements of the bankruptcy court and bankruptcy process; (b) provide financial advisory consulting service support. including but not limited to, weekly 13-week cashflow updates as needed by the Debtor; (c) assist in developing any plan of reorganization, sale process or other process; and (d) perform other necessary tasks agreed upon by the firm and the Debtor. CBF's billing rate is $175 per hour for all services rendered. The firm will also bill the Debtor for any out-of-pocket expenses that may be incurred. The retainer fee is $7,500. Charles Flint, II, president of CBF Business Advisors, disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles B. Flint, II CBF Business Advisors, Inc. Canton, MI Tel: (734) 748-9361 About Drivergent Inc. Fraser, Mich.-based Drivergent, Inc. offers numerous services to its customers, including school bus route services, sedan route services, athletic transportation and field-trip transportation services, and school bus driver staffing across the Metro Detroit area. The company is solely owned by David Holls and employs its own sales, mechanical and operations staff. Drivergent filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-47987) on Oct. 12, 2022, with up to $500,000 in assets and up to $1 million in liabilities. Charles M. Mouranie has been appointed as Subchapter V trustee. Judge Mark A. Randon oversees the case. Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C, is the Debtor's counsel. EDPASS NY: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- Edpass NY Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral and provide adequate protection. The Debtor requires access to cash collateral to fund ordinary business operations and necessary expenses in accordance with its cash budget. The Debtor also asserts its request must be considered on an expedited basis as the Debtor's business operations and reorganization efforts will experience immediate and irreparable harm if the Debtor is not permitted to use cash collateral. The Debtor requests a hearing date on or before February 3, 2023. The Debtor explains it is in constant need to pay its operating expenses to ensure its business generates the maximum amount of potential revenue. Prior to the Petition Date, the Debtor obtained financing from Canadaigua National Bank & Trust which is purportedly secured by a lien on the Debtor's cash or cash equivalents. Canadaigua may assert a first priority security interest in the Debtor's cash and cash equivalents. The outstanding balance owed to Canadaigua in connection with a line of credit of approximately $100,000. The cash collateral the Debtor seeks to use is comprised of cash on hand and funds to be received during normal operations which may be encumbered by the lien of Canadaigua. As adequate protection for the use of cash collateral, the Debtor proposes to grant Canadaigua a replacement lien on its post-petition cash collateral to the same extent, priority, and validity as its pre-petition liens, to the extent its use of cash collateral results in a decrease in value of Canadaigua's interest in the cash collateral. A copy of the motion is available at https://bit.ly/3YbVxMn from PacerMonitor.com. About Edpass NY Inc. Edpass NY Inc. is a privately owned freight transport company which provides freight transport and logistics services throughout the United States for a fee. Edpass NY conducts its operations from a residential apartment leased by Eduard Pashishniuk, its CEO, at 9938 Grande Lakes Blvd., Apt #2404, Orlando, Florida 32837. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00025) on January 4, 2023. In the petition signed by CEO Pasishuniuk, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, is the Debtor's legal counsel. EISNER ADVISORY: $150MM Loan Add-on No Impact on Moody's 'B2' CFR ----------------------------------------------------------------- Moody's Investors Service said that Eisner Advisory Group LLC's planned $150 million add-on to its senior secured first lien term loan B due 2028 does not affect the company's ratings, including the B2 corporate family rating, Ba2 super-priority revolver rating and B2 senior secured first lien term loan B rating, or stable outlook. The debt proceeds will be used to repay the revolver which was partially drawn to fund the November 2022 acquisition of Lindsay & Brownell, to fund two near-term acquisitions, and to provide liquidity for its future acquisition pipeline. The two near-term acquisitions are likely to increase Eisner's run-rate company-calculated adjusted EBITDA by about 11%. Eisner expects the near-term acquisitions to expand its geographical reach and add additional services across its entire client base. The company's track record of successfully integrating acquisitions, having completed 23 deals since 2012, helps mitigate associated integration risks. Pro-forma for the transaction and recent acquisitions, Moody's adjusted debt-to-EBITDA, which gives partial add-back credit for non-recurring M&A expenses, is 5.8x for the last twelve months ended October 31, 2022. (Moody's adjusted financial leverage would decrease to 5.3x with full add-back credit for non-recurring M&A expenses.) Moody's expects Eisner will reduce its financial leverage below 5.5x over the next 12 months supported by Moody's expectation of continued organic revenue growth and margin expansion. The latter is supported by investments in technology leading to greater automation and efficiencies and offshoring expansion. Eisner Advisory Group LLC, domiciled in New York, is a middle-market U.S. professional services firm with a national platform and global presence, offering accounting, tax and advisory services to over 30,000 clients. The company is majority-owned by an investor group led by private equity sponsor TowerBrook Partners. ENDO INT'L: State Governments Fee Deal Approved ----------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge Thursday, Jan. 19, 2023, gave Endo International permission to pick up the professional fees for a group of states with claims against the pharmaceutical maker for its opioid sales, saying it's in the company's interest to make the payments. About Endo International Endo International plc is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On August 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The cases are pending before Judge James L. Garrity, Jr. The Debtors have put up a Web site dedicated to its restructuring: http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. Roger Frankel, the legal representative for future claimants in these Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels, and Ducera Partners, LLC, as investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Sept. 2, 2022. The committee tapped Kramer Levin Naftalis & Frankel as legal counsel; Lazard Freres & Co. LLC as investment banker; and Dundon Advisers, LLC and Berkeley Research Group, LLC as financial advisors. Meanwhile, the official committee representing the Debtors' opioid claimants tapped Cooley, LLP as bankruptcy counsel; Akin Gump Strauss Hauer & Feld, LLP as special counsel; Province, LLC, as financial advisor; and Jefferies, LLC as investment banker. EWT HOLDINGS III: Moody's Puts 'Ba3' CFR on Review for Upgrade -------------------------------------------------------------- Moody's Investors Service has placed EWT Holdings III Corp.'s (dba "Evoqua") ratings on review for upgrade, including Evoqua's Ba3 corporate family rating, Ba3-PD probability of default rating and Ba3 rating on the senior secured bank credit facilities. The company's SGL-2 Speculative Grade Liquidity Rating remains unchanged. This follows the announced acquisition of Evoqua by Xylem Inc. ("Xylem", Baa2 stable) in an all-stock funded transaction for an implied enterprise value of approximately $7.5 billion. The closing of the transaction is subject to the receipt of regulatory approvals and shareholder approval as well as the satisfaction of other customary closing conditions. The transaction is expected to close in mid-2023. The ratings review for upgrade reflects Moody's expectation that Evoqua's credit profile will improve once it is acquired by Xylem, an investment-grade rated company. Evoqua will become part of a larger, more diverse company with greater financial resources. Xylem's historically conservative financial leverage, very good liquidity and good track record of acquisition execution is also considered. On Review for Upgrade: Issuer: EWT Holdings III Corp. Corporate Family Rating, Placed on Review for Upgrade, currently Ba3 Probability of Default Rating, Placed on Review for Upgrade, currently Ba3-PD Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently Ba3 (LGD3) Outlook Actions: Issuer: EWT Holdings III Corp. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating review will focus on the successful closing of the transaction, the treatment of the company's debt following the acquisition, pro forma credit metrics and the risks and opportunities associated with a large scale acquisition. The Ba3 CFR for Evoqua as a standalone company is supported by its well-entrenched position within the water treatment industry, which exhibits strong long term demand characteristics that support the company's revenue growth. Evoqua's core business is centered on the provision of clean water solutions to a diverse customer base including industrial, municipal and commercial customers. The company's revenue base also comprises a substantial amount of services and aftermarket sales, which provides stability against cyclical capital equipment sales. Counterbalancing these considerations are Evoqua's high debt levels relative to the company's $1.7 billion revenue base. In addition, free cash flow is impacted by sizable capital investment to support revenue growth needed to execute on high backlog levels. The company has been effective at managing customer driven capital demands. Further, Evoqua is contending with supply chain and inflationary cost pressures that are expected to persist through 2023. The principal methodology used in these ratings was Manufacturing published in September 2021. Headquartered in Pittsburgh, Pennsylvania, EWT Holdings III Corp. is a publicly-traded (NYSE: AQUA) designer, manufacturer and provider of water treatment solutions for the process, drinking and waste water needs of industrial, municipal and commercial customers. Revenues for the company's fiscal year ended September 30, 2022 totaled approximately $1.7 billion. EXPRESSJET AIRLINES: Exclusivity Period Extended to March 21 ------------------------------------------------------------ ExpressJet Airlines, LLC obtained a court order extending its exclusive right to file a Chapter 11 plan to March 21 and solicit votes on the plan to May 22. The ruling by Judge Mary Walrath of the U.S. Bankruptcy Court for the District of Delaware allows the company to remain in control of its bankruptcy until its confirmed Chapter 11 plan of reorganization takes effect. ExpressJet obtained confirmation of its plan last month. The company expects the plan to take effect shortly after its confirmation. "If a competing plan is filed during the exclusive periods and before the effective date of the plan, there would be a disruptive and detrimental effect on the Chapter 11 case and a potential delay of ExpressJet's exit from Chapter 11," said Jonathan Weyand, Esq., one of the attorneys at Morris, Nichols, Arsht & Tunnell, LLC representing the company. About Expressjet Airlines ExpressJet Airlines, LLC -- https://expressjet.com/ -- is a regional U.S. airline headquartered in College Park, Ga. ExpressJet Airlines sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10787) on Aug. 23, 2022, with $10 million to $50 million in both assets and liabilities. John Greenlee, president of ExpressJet Airlines, signed the petition. Morris, Nichols, Arsht & Tunnell, LLC and Eversheds Sutherland (US), LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. The court confirmed the Debtor's Chapter 11 plan of reorganization on Dec. 23, 2022. FARMHOUSE CREATIVE: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------------- Farmhouse Creative, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral on an interim basis and to provide adequate protection to Florida Business Development Corp., which may hold a security interest in the Debtor's cash and/or cash equivalents. The Debtor requires the use of cash collateral to fund ordinary business operations and necessary expenses in accordance with the cash budget. Prior to the Petition Date, the Debtor obtained financing from Florida Business which is may be secured by a lien on the Debtor's cash and/or cash equivalents. Florida Business may assert a first priority security interest in the Debtor's cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on October 11, 2019. The outstanding balance owed to Florida Business in connection with a line of credit of approximately $340,374. The cash collateral the Debtor seeks to use is comprised of cash on hand and funds to be received during normal operations which may be encumbered by liens of the Florida Business. As adequate protection for the use of cash collateral, the Debtor proposes to grant Florida Business a replacement lien on its post-petition cash collateral to the same extent, priority, and validity as its pre-petition liens, to the extent its use of cash collateral results in a decrease in value of Florida Business's interest in the cash collateral. The Debtor also requests a hearing date on or before February 3, 2023. The date is requested because the Debtor is in constant need to pay its operating expenses to ensure its business generates the maximum amount of potential revenue. A copy of the motion is available at https://bit.ly/3ZUKLvz from PacerMonitor.com. About Farmhouse Creative, LLC Farmhouse Creative, LLC is a closely held Florida limited liability company formed in 2019 for the purpose of acquiring and operating the KidzArt Orlando franchise. KidzArt Orlando offers a unique art enrichment program where children can learn to draw, learn about art, and enhance their creativity. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00178) on January 18, 2023. In the petition signed by Dawn Farmer, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, represents the Debtor as legal counsel. FARRAGUT HEALTH: Property Sale Proceeds to Fund Plan ---------------------------------------------------- Farragut Health Care Center, L.P., filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee a Disclosure Statement describing Plan of Reorganization dated January 19, 2023. The debtor is a Tennessee limited partnership whose principals are Ron Lawrence, Carolyn Lawrence, Doris W. Henning, and Farragut Health Care Center, Inc., which is the corporate general partner. The debtor is the owner of real property located at 12823 Kingston Pike, Knoxville, Tennessee, that is improved with a 113 bed post-acute health care facility that is not currently operating. The single major event that led to the filing of this chapter 11 was the loss of the Medicare and Medicaid provider agreements by the debtor's sole tenant, Summit View of Farragut, LLC, in September 2022. The revocation of the provider agreements was totally unexpected as the debtor had just refinanced its debt on the property. Upon the loss by the operator, the debtor's sole creditor, Y-12 Federal Credit Union commenced foreclosure. In order to preserve the equity in the real property, the debtor elected to file this chapter 11 as a single asset real estate case. During the course of the case, there has been no operating income. The debtor has sought court approval to retain Patrick Burke and his firm, SLIB II, LLLC, d/b/a Senior Living Investment Brokerage and SquareOne Realty, LLC to market the property for the purposes of a sale and pay the obligation to Y-12 in full, the only creditor in the case. Two national entities have already submitted confidential Letters of Intent for prices that exceed what is owed Y-12. Upon the completion of SLIB negotiating with those that are serious buyers, the Letter of Intent will be executed by the debtor and sales contract signed. It is anticipated that the sale will closed within 30 days from the signing of the Letter of Intent. Y-12 is owed $4,931,342.04 based upon its proofs of claim filed in the case. Upon the sales contract being signed, the debtor will file a motion to sell the property free and clear of all liens and encumbrances with Y-12's approval. Upon the sale being complete, the debtor will move to dismiss the case after all U.S. Trustee fees are paid. Should the real property not be under contract by May 1, 2023, the debtor will sell the property at public auction with the approval and cooperation of Y-12. Said sale will be on those terms as approved by Y-12. Under either scenario, negotiated sale or auction sale, the property will be sold and Y-12 receive the proceeds up to the amount of its claim including interest and costs of collection, including reasonable attorney fees. The debtor will move to dismiss the case after the sale. A full-text copy of the Disclosure Statement dated January 19, 2023 is available at https://bit.ly/3ZXFNy4 from PacerMonitor.com at no charge. Debtor's Counsel: Lynn Tarpy, Esq. Tarpy, Cox, Fleishman & Leveille, PLLC 1111 N. Northshore, Suite N-290 Knoxville, TN 37919 Telephone: (865) 588-1096 About Farragut Health Care Center Farragut Health Care Center LP is the owner of real property located at 12823 Kingston Pike, Knoxville, Tennessee. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 22-31595) on Oct. 20, 2022, with up to $50 million in assets and up to $10 million in liabilities. Judge Suzanne H. Bauknight oversees the case. Lynn Tarpy, Esq., at Tarpy, Cox, Fleishman & Leveille, PLLC serves as the Debtor's legal counsel. FLINT GROUP: KKR Fund Marks EUR1.1M Loan at 23% Off --------------------------------------------------- KKR Income Opportunities Fund has marked its EUR1,140,427 loan extended to Flint Group GmbH to market at EUR873,446 or 67% of the outstanding amount, as of October 31, 2022, according to a disclosure contained in the KKR Fund's Form N-CSR for the fiscal year ended October 31, 2022, filed with the Securities and Exchange Commission on January 6, 2023. KKR IOF is a participant in a first lien tranche B term loan to Flint Group GmbH. The loan accrues interest at a rate of 0.75% (0.75% PIK, EURIBOR (3M) + 4.25%) per annum. The loan matures on September 21, 2023. KKR IOF was organized on March 17, 2011 as a statutory trust under the laws of the State of Delaware. The Fund is a closed-end registered management investment company, which commenced operations on July 25, 2013. KKR Credit Advisors (US) LLC serves as the Fund's investment adviser. Flint Group GmbH manufactures products for printing and packaging. The Company offers flexography, washout solvents, commercial coatings, heatset inks, offset blankets, pigments, letterpress, and digital printing products. FLINT GROUP: KKR Fund Marks EUR104,800 Loan at 23% Off ------------------------------------------------------ KKR Income Opportunities Fund has marked its EUR104,804 loan extended to Flint Group GmbH to market at EUR80,268 or 67% of the outstanding amount, as of October 31, 2022, according to a disclosure contained in the KKR Fund's Form N-CSR for the fiscal year ended October 31, 2022, filed with the Securities and Exchange Commission on January 6, 2023. KKR IOF is a participant in a first lien term loan B6 to Flint Group GmbH. The loan accrues interest at a rate of 0.75% (0.75% PIK, EURIBOR (3M) + 4.25%) per annum. The loan matures on September 21, 2023. KKR IOF was organized on March 17, 2011 as a statutory trust under the laws of the State of Delaware. The Fund is a closed-end registered management investment company, which commenced operations on July 25, 2013. KKR Credit Advisors (US) LLC serves as the Fund's investment adviser. Flint Group GmbH manufactures products for printing and packaging. The Company offers flexography, washout solvents, commercial coatings, heatset inks, offset blankets, pigments, letterpress, and digital printing products. FLINT GROUP: KKR Fund Marks EUR86,800 Loan at 23% Off ----------------------------------------------------- KKR Income Opportunities Fund has marked its EUR86,826 loan extended to Flint Group GmbH to market at EUR66,499 or 67% of the outstanding amount, as of October 31, 2022, according to a disclosure contained in the KKR Fund's Form N-CSR for the fiscal year ended October 31, 2022, filed with the Securities and Exchange Commission on January 6, 2023. KKR IOF is a participant in a first lien tranche B4 term loan to Flint Group GmbH. The loan accrues interest at a rate of 0.75% (0.75% PIK, EURIBOR (3M) + 4.25%) per annum. The loan matures on September 21, 2023. KKR IOF was organized on March 17, 2011 as a statutory trust under the laws of the State of Delaware. The Fund is a closed-end registered management investment company, which commenced operations on July 25, 2013. KKR Credit Advisors (US) LLC serves as the Fund's investment adviser. Flint Group GmbH manufactures products for printing and packaging. The Company offers flexography, washout solvents, commercial coatings, heatset inks, offset blankets, pigments, letterpress, and digital printing products. FRANCHISE GROUP: S&P Assigns 'B+' Rating on New Debt Add-On ----------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to Franchise Group Inc.'s (FRG; B+/Stable/--) proposed $200 million add-on to their existing first-lien term loan B due in March 2026. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 60%) recovery for debt holders in the event of a payment default. FRG plans to use the proceeds from the nonfungible add-on to repay the loans outstanding under its asset-based loan (ABL) facility, which will become due in 2026. S&P said, "Although the proposed transaction is leverage neutral and does not affect our 'B+' issuer credit rating, the substantial increase in priority claims reduces recovery prospects for the senior secured debt. As a result, we also lowered our issue-level rating on the company's existing $1.0 billion senior secured term loan ($799 million outstanding as of third-quarter 2022) due in March 2026 to 'B+' from 'BB-' and revised our recovery rating to '3' from '2'. "We expect FRG's performance to remain resilient despite the challenging macroeconomic environment, thanks to its diversified products and services offering. The Vitamin Shoppe (health and wellness), Pet Supplies Plus, and Sylvan Learning (education services) posted positive year-to-date revenue growth and continue to provide diversification benefits through its large product mix, including in nondiscretionary industries. "While we expect revenue growth in 2022 and 2023 due to acquisition synergies driving healthy margins, we still expect inflationary pressures and more limited consumer discretionary spending to hurt FRG's bottom line during the next 12 months. FRG's home furnishing segment, which represents about 40 % of revenues and is comprised of American Freight, Buddy's Home Furnishings, and Badcock Home Furniture, reported declining same-store sales (SSS) for full-year 2022. This is because demand for furniture, mattresses, and appliances suffered from inflationary pressures, which resulted in reduced customer traffic. However, the company demonstrated indicated signs of improvement recently, including positive SSS trends year-to-date." ISSUE RATINGS—RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'B+' issue-level rating and '3' recovery rating to FRG's proposed $200 million add-on to the senior secured term loan due 2026. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 60%) recovery for debt holders in the event of a payment default. -- S&P lowered its issue-level rating on FRG's existing senior secured term loan due 2026 to 'B+' from 'BB-'. The substantial increase in priority claims deteriorates the senior secured debt recovery to '3' which indicates its expectation of meaningful (50%-70%; rounded estimate: 60%) recovery for debtholders in the event of a payment default. -- S&P simulated default scenario contemplates a default in 2027 resulting from an economic downturn, leading to revenue and EBITDA decline. -- The simulated default scenario assumes FRG would reorganize as a going concern to maximize lenders' recovery. S&P has used an enterprise valuation approach to assess recovery prospects and applied a 5x multiple, in line with peers, to its assumed emergence level EBITDA. -- S&P's assumption also reflects that a total of $245 million of borrowings will be outstanding under the company's ABL facility by the time the company defaults, reflecting a 60% utilization on the existing $400 million ABL. Simulated default assumptions -- Simulated year of default: 2027 -- EBITDA at emergence: $181 million -- Implied enterprise value (EV) multiple: 5x -- Estimated gross EV at emergence: $905 million Simplified waterfall -- Net EV (after 5% administrative costs): $860 million -- Valuation split (obligors/nonobligors/unpledged): 100%/0%/0% -- Priority ABL claims: $245 million -- First-lien credit facility claims: $1,009 million --Recovery expectations: 50%-60% (rounded estimate: 60%) -- Second-lien credit facility claims: $305 million --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debts amounts include six months of prepetition interest. ESG credit indicators: E-2, S-2, G-2 FRANKIE'S COMICS: Wins Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina Raleigh Division, authorized Frankie's Comics LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to make payment of ordinary operating expenses. Frankie's Comics started doing business as an online retailer of comic books in 2015. In 2021, Frankie's Comics opened a brick-and-mortar store in Apex, North Carolina. Sales declined as the pandemic wore on in the end of 2021. Frankie's Comics took out several high-interest loans, which burdened its ability to operate. The Debtor closed the brick-and-mortar store, but plans to re-open the store in 2023. Frankie's Comics continues to run its online comic sales business. A review of the North Carolina Secretary of State's UCC filings reveals the following financing statements which might perfect a lien on cash collateral: a. File # 20200061763J recorded May 26, 2020, in favor of U.S. Small Business Administration, 2 North Street, Suite 320, Birmingham, AL 35203; b. File # 20220080891C recorded June 8, 2022, in favor of CHTD Company, P.O. Box 2576, Springfield, IL 62708; c. File # 20220097680H recorded June 14, 2022, in favor of First Corporate Solutions, as representative, 914 S. Street, Sacramento, CA 95811; d. File # 20220122362C recorded September 6, 2022, in favor of Corporation Service Company as representative, P.O. Box 2576. Springfield, IL 62708; e. File # 20220145062F recorded October 26, 2022, in favor of CT Corporation System, as representative, 330 N. Brand Blvd., Suite 700: ATTN: SPRS, Glendale, CA 90210; and f. File # 20220153194M recorded on November 15, 2022, in favor of Corporation Service Company as representative, P.O. Box 2576. Springfield, IL 62708. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a post-petition lien on the Debtor's cash and inventory to the extent of the use and to the extent that the pre-petition lien in the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the petition date. The Debtor's use of cash collateral will expire or terminate on the earlier of: (i) the Debtor ceasing operations of its business; or (ii) the non-compliance or default of the Debtor with any terms and provisions of the Order. A further hearing on the matter is set for February 14, 2023 at 10 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3wtMGJP from PacerMonitor.com. The Debtor projects $92,000 in total income and $68,521 in total expenses for the period from January 11 to February 15. About Frankie's Comics, LLC Frankie's Comics, LLC is a comic book store in Apex, North Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02892) on December 14, 2022. In the petition signed by Kevin Fields, owner/manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. William P. Janvier, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. FTX TRADING: Fights Attempt to Remove Sullivan from Bankruptcy Case ------------------------------------------------------------------- Justin Wise of Bloomberg Law reports that FTX Group's CEO John Ray told a judge that Sullivan & Cromwell's removal or limitation as bankruptcy counsel for FTX would "severely, if not irreparably" harm customers and creditors. An "army" led by the firm's lawyers have worked under Ray's supervision around the clock for the past two-plus months, he told Delaware Bankruptcy Court Judge John T. Dorsey in a filing. The work has stopped assets from being depleted and aided federal investigations, he said. "The advisors are not the villains," Ray said. "This is not the time to distract and burden the debtors." FTX in the Tuesday, January 17, 2023, filings is defending Sullivan & Cromwell's role as its lead bankruptcy counsel after four US senators questioned the firm's work for the crypto exchange prior to its implosion. The US Trustee has also raised concerns about whether the firm’s disclosures have been sufficient. Sullivan & Cromwell has advised FTX since the exchange first initiated Chapter 11 proceedings in November, listing assets and liabilities of at least $10 billion. Dorsey is scheduled to weigh in on FTX's application to keep the firm as its main bankruptcy counsel in a Friday hearing. In a court filing on behalf of FTX, the firm said that objectors are seeking to blame advisers while ignoring the benefit they "have brought, and continue to bring, to the debtors and their stakeholders." Sullivan Concerns Sullivan & Cromwell in December 2022 disclosed that prior to the bankruptcy, it had earned about $8.5 million for work on matters tied to the exchange since 2021. Some former firm attorneys also now occupy top in-house roles for certain FTX entities, including FTX's US general counsel, Ryne Miller. The US Trustee, Andrew R. Vara, who acts as a watchdog in corporate bankruptcy cases, said in a Jan. 13, 2023 motion that the firm's disclosures relating to the FTX ties were "wholly insufficient" to earn approval as a disinterested party from the court. Vara also claimed that the firm's connection to Miller and its past work for the exchange should prevent the firm from leading any investigation. US Sen. John Hickenlooper (D-Col.) and three colleagues told the court in a letter this month that Sullivan & Cromwell is wrong for its role because the firm's prior work raised impartiality concerns. Dorsey said the letter won't affect his decisions. FTX creditor Warren Winter has also raised objections in court over what his counsel has called "extensive" conflicts. But the committee of unsecured creditors has said they do not share the voiced concerns regarding the law firm. Firm Responds Sullivan & Cromwell argued in its filing that it is a disinterested party under the bankruptcy code and that some of the questions regarding its ties to certain FTX officials and past legal work for the exchange are "mere speculation." "The mere fact that a law firm provided pre-petition services to a debtor does not render the firm an interested person," Sullivan & Cromwell argued. "To disqualify a law firm, an objector must point to an actual conflict." The firm said it has established conflict checks that will separate it from any investigation tied to itself or former firm lawyers now employed at FTX entities. Sullivan & Cromwell also said it was in regular communication with the US Trustee regarding further disclosures, some of which were made public in its new filings. Sullivan Work Lead bankruptcy partner Andrew Dietderich wrote in a declaration Tuesday, January 17, 2023, that the firm worked on 20 FTX-related matters prior to being appointed as its bankruptcy counsel, including three matters that resulted in more than $3 million in fees. Dietderich, however, said the firm never considered FTX a "regular client" and that Sullivan & Cromwell was among several Big Law firms the crypto exchange used. He said FTX lawyers contacted him Nov. 8 amid rumors that the exchange had stopped customer withdrawals. Sullivan & Cromwell later began preparing FTX International for possible Chapter 11 and advised its lawyers about appointing a chief restructuring officer. The firm recommended multiple candidates, including Ray, who would ultimately take over FTX before it filed for Chapter 11 and then appoint Sullivan & Cromwell as its bankruptcy counsel. Bankman-Fried Sam Bankman-Fried, the former FTX CEO who is now facing criminal fraud charges for allegedly misusing billions of dollars, has claimed that Sullivan & Cromwell applied pressure to appoint Ray and file for Chapter 11. Dietderich in his filing denied the accusation. Bankman-Fried agreed to appoint Ray after consulting with his father, the Stanford law professor Joseph Bankman, and three personal lawyers, he said. The firm previously acknowledged receiving a $12 million retainer from an FTX-controlled company to handle the early phase of the Chapter 11 bankruptcy proceedings. Its lawyers are working alongside Quinn Emanuel, which is representing FTX and its board of directors in a litigation capacity, and Landis Roth & Cobb, whose lawyers are working in Delaware as local counsel. 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 amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, 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 The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FTX TRADING: IRS Has an Interest in Bankruptcy Case --------------------------------------------------- Stacy Elliott of Decrypt reports on the reasons why the Internal Revenue Service (IRS) is interested in the bankruptcy case of FTX Group. Of all the crypto bankruptcies over the past year, the FTX Chapter 11 proceeding is the only one that's had a Department of Justice attorney assigned to represent the Internal Revenue Service. Deputy Attorney General David Hubbert filed notice for Department of Justice trial attorney Elisabeth Bruce (replacing attorney Warren Benson, who was assigned in December 2022) to appear in the FTX bankruptcy proceedings on Thursday, January 15, 2023. There's been no indication of the IRS's exact interest in the case. A call to the IRS's press office from Decrypt yielded a decline to comment. It's also not clear if the agency plans to pursue its own litigation against the bankrupt crypto exchange. But the fact that it's involved at all is notable, especially given the IRS's prior interest in the customer data of major crypto exchanges such as Coinbase and Kraken. FTX, founded by ex-CEO Sam Bankman-Fried, filed for bankruptcy on November 11. In the days leading up to its voluntary filing, the company saw billions worth of assets pulled off its crypto trading platform, was almost acquired by competitor Binance, and then froze withdrawals in a last-ditch attempt to stay afloat. It was a sudden and spectacular downfall that caught the attention of U.S. regulators and law enforcement. Sam Bankman-Fried has since been arrested and charged with eight financial crimes. Members of his inner-circle Caroline Ellison and Gary Wang have already pleaded guilty and are cooperating with prosecutors as Bankman-Fried awaits trial. Meanwhile, the FDIC, Federal Reserve, and Office of the Comptroller put out a joint statement two weeks ago, warning that crypto isn't “safe and sound.” The White House has ramped up its call for regulation (while fielding questions about meetings between Bankman-Fried and President Joe Biden). SEC Commissioner Hester Peirce has been an outspoken advocate for crypto and a candid critic of her own agency's approach to regulating crypto markets. In an extensive chat with Dan Roberts and Stacy Elliott she discussed FTX, Gary Gensler, DeFi, and the problems with the Howey Test. As for the IRS, Miles Fuller, TaxBit's director of government solutions, told Decrypt that it seems the agency has more than a passing interest in the case. Normally when debtors file for bankruptcy, those cases get assigned to an insolvency unit within the IRS, he said. The unit keeps tabs on the case and, if the IRS becomes a creditor in the proceedings, they file a proof of claim without getting lawyers involved. He would know. Fuller spent 15 years working as an attorney at the IRS before joining TaxBit last year. "If there was some very administrative thing that just needed to be handled, the Department of Justice's tax division is like, 'Yeah, we don't care about that. We'll let you guys handle that,'" Fuller said. "But for any sort of really substantive tax related matter or high profile tax matter, they say, 'No, no, we want to do that.'" TaxBit, a tax software and crypto account firm, raised $130 million last year at a $1.3 billion valuation. That made it one of the rare startup unicorns in the middle of a not so great year for most of the crypto industry. Fuller said it's possible, but a long shot, that the IRS is trying to get its hands on the customer list that FTX was given permission to keep private for another three months. If that were the agency's interest, it wouldn't be completely unprecedented. The IRS has issued John Doe summons seeking information on potential tax evaders to crypto firms Coinbase, Kraken, Circle, and SFOX. Fuller suggested the IRS could also be working on guidance for how customers who have lost money in FTX, or other crypto collapses, can claim their assets at a loss without having to wait for the full bankruptcy proceeding to play out. The agency created a rule for victims of theft and Ponzi schemes in 2009 following the Bernie Madoff case. Lisa Zarlenga, a tax attorney and partner at Steptoe & Johnson in D.C., said she's not as optimistic about the IRS making accommodations for FTX victims. "You're probably still in limbo because you're gonna have to wait for the bankruptcy to play out. You could recover something, and so it's not really a closed transaction yet. They haven't actually incurred the loss," she told Decrypt. "Some people have talked about triggering a loss by abandoning something, but can you even abandon a crypto account?" She's gotten the sense that most customers would prefer to wait and see what they can get from the bankruptcy, even if it means they forgo any immediate benefit. As for the IRS sending a Justice Department attorney to represent it in the case, she said her initial thought was that the agency is getting in line to file its own claim. Why? FTX -- or one of its 130 entities -- could owe the government money, she said. 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 amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, 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 The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GARDA WORLD: Moody's Rates New $350MM Senior Secured Notes 'B2' --------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to the proposed $350 million senior secured notes due 2028 issued by Garda World Security Corporation. The B3 corporate family rating, B3-PD probability of default rating, B2 ratings on Garda's existing senior secured revolving credit facility, senior secured notes due 2027 and senior secured term loan due 2026 and 2029, and the Caa2 rating on the senior unsecured notes due 2027 and 2029 remain unchanged. The outlook is stable. The net proceeds from the proposed $350 million senior secured notes will be used to redeem the outstanding balance on Garda's revolving credit facility with the remaining proceeds held as cash for general corporate purposes and future acquisitions. In addition to increasing the availability of the revolving credit facilities, Garda's liquidity will be further strengthened with the proposed extension of the revolver's expiry date by four years to January 2028. Moody's estimates the issuance will increase Garda's pro forma debt/EBITDA to around 7.0x from around 6.6x as of the last twelve months to October, 31 2022. The following ratings are affected by the action: Assignments: Issuer: Garda World Security Corporation Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3) LGD Adjustments: Senior Unsecured Regular Bond/Debenture, LGD adjusted to (LGD6) from (LGD5) RATINGS RATIONALE Garda's credit profile is constrained by: (1) its debt-financed acquisition strategy and highly leveraged capital structure with debt/EBITDA expected to remain between 6.5x-7.5x through 2023 and 2024; (2) negative free cash flow; (3) constrained labor supply across North America that threatens service levels; and (4) some geopolitical and reputational risks from protective services contracts in the Middle East and Africa. The company benefits from: (1) strong market positions in both of security and cash service segments, which provide competitive advantages in winning contracts; (2) recession resistant nature of its businesses with high contract renewal rates and recurring revenue; (3) track record of integrating tuck-in acquisitions; (4) good customer and geographic diversity; and (5) good liquidity. The senior secured debt is rated B2, one notch above the B3 CFR due to the senior debt's first priority position, while the Caa2 rating on the senior unsecured notes is two notches below the CFR due to the notes' junior position in the capital structure. The stable outlook reflects Moody's expectation that financial leverage will be sustained between 6.5x and 7.5x over the next 12 to 18 months as management balances its growing cash flow generation against debt funded acquisitions. Garda has good liquidity. Sources are around C$715 million (pro forma for the proposed $350 million senior secured notes and $22 million increase in the revolver) compared to mandatory debt repayments of about C$28 million for the 4 quarters to January 31, 2024. Garda's liquidity is supported by around C$365 million of pro forma cash and $260 million under its $335 million (after deducting $75 million of outstanding letter of credit) revolving credit facility (RCF). As part of the senior secured note issuance Garda is proposing to increase the RCF by $22 million to $357 million and extend the expiry to January 2028 from October 2024. The RCF is subject to a springing covenant for net first lien leverage and Moody's expect sufficient cushion the next 4 quarters. Garda has limited ability to generate liquidity from asset sales, and does not have refinancing risk until 2026 when the $1.4 billion term loan B comes due. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be upgraded if Garda maintains good liquidity and sustains adjusted Debt/EBITDA below 6x and EBITA/Interest above 2x. The rating could be downgraded if liquidity worsens, possibly due to negative free cash flow generation on a consistent basis or if adjusted Debt/EBITDA was sustained toward 8x and EBITA/Interest below 1x. The principal methodology used in this rating was Business and Consumer Services published in November 2021. Garda World Security Corporation, headquartered in Montreal, Quebec, is a provider of cash services in North America (including armored cars), protective services in Canada and US (including airport pre-board screening at 28 of Canada's airports) and international protective services in the Middle East and Africa. GCG HOLDINGS: Moody's Withdraws 'B2' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service has withdrawn the B2 Corporate Family Rating, B2-PD Probability of Default Rating, along with the B2 rated senior secured revolver and 1st Lien Term Loan A for GCG Holdings, LLC. Prior to the withdrawal, the rating outlook was stable. Withdrawals: Issuer: GCG Holdings, LLC Corporate Family Rating, Withdrawn, previously rated B2 Probability of Default Rating, Withdrawn, previously rated B2-PD Backed Senior Secured 1st Lien Revolving Credit Facility, Withdrawn, previously rated B2 (LGD3) Backed Senior Secured 1st Lien Term Loan A, Withdrawn, previously rated B2 (LGD3) Outlook Action: Issuer: GCG Holdings, LLC Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Moody's has decided to withdraw the ratings because it believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. GCG provides Class II and Class III Electronic Gaming Machines ("EGMs") to tribal and commercial casinos in the Oklahoma market. GCG provides EGMs to properties primarily in the Oklahoma gaming market with a small presence in Kansas. GCG is the exclusive distributor of Sci Games, IGT and Sega Sammy in Oklahoma, and has signed non-exclusive agreement with Aristocrat. GCG also offers other equipment including Konami, Everi, Aruze, Novomatic, Ainsworth, GamingArts, Interblock, and Incredible Technologies. GENESIS GLOBAL: Confident it Could Resolve Creditor Disputes ------------------------------------------------------------ Reuters reports that a lawyer for the bankrupt Genesis Global Capital said on Monday that the cryptocurrency lender had some confidence it could resolve its disputes with creditors this week, with a goal of emerging from Chapter 11 by late May. Sean O'Neal, the lawyer, spoke at an initial hearing in Manhattan bankruptcy court for Genesis Global Capital, the crypto lending business owned by Barry Silbert's venture capital firm Digital Currency Group. Genesis and two lending units filed for bankruptcy protection from creditors on Jan. 19, two months after it froze customer withdrawals in the wake of the collapse of Sam Bankman-Fried's FTX exchange. The filing followed the bankruptcies since last July of crypto lenders Celsius Network, Voyager Digital and BlockFi. O'Neal said Genesis had "some measure of confidence" it would resolve its disputes with creditors this week, following about two months of negotiations, and would seek mediation if necessary. "Sitting here right now, I don't think we're going to need a mediator," he said. "I'm very much an optimist." Brian Rosen, a lawyer for creditors holding $1.5 billion of claims, said "we are getting closer" to an accord. U.S. Bankruptcy Judge Sean Lane granted a series of "first-day" motions by Genesis, including to pay employees and critical vendors, which are common in bankruptcy cases. Citing customers' privacy interests, Lane also said Genesis did not have to reveal customer names in its lists of creditors, and suggested it warn about possible phishing scams if their names were made public later. Genesis has said it plans to sell various assets at auction, and exit bankruptcy by May 19. The company reported just over $5 billion of assets and liabilities, and has said it owed more than 100,000 creditors at least $3.4 billion. It estimated it has nearly $1.7 billion of claims against its parent. Genesis' bankruptcy does not include DCG, or Genesis' derivatives and spot trading, custody and brokerage businesses. DCG also controls the asset manager Grayscale and news service CoinDesk. Genesis' problems have put Silbert into conflict with identical twins Cameron and Tyler Winklevoss, the former U.S. Olympic rowers who run the crypto exchange Gemini, which is owed $765.9 million by Genesis and is its largest creditor. On Jan. 12, the U.S. Securities and Exchange Commission charged Genesis and Gemini with illegally selling unregistered securities through their Gemini Earn lending product. The Winklevosses have said Genesis should repay the $900 million of assets owed to about 340,000 Earn investors, and Cameron Winklevoss has called for Silbert's removal. Chris Marcus, a lawyer for Gemini and some other creditors, told Lane that "there is some work to do" to get everyone on the same page, but that he was "cautiously optimistic" the disputes could be resolved without a mediator. Genesis' borrowers also include hedge fund Three Arrows Capital and Alameda Research, a trading firm affiliated with FTX, a person familiar with the matter said last week. Three Arrows and Alameda are also in bankruptcy proceedings. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Holdco is a sister company of GGT and 100% owned by Digital Currency Group, Inc. ("DCG"). Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. (GAP) LTD. provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. On Jan. 19, 2023, Genesis Global Holdco, LLC and 2 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y). The cases are pending before the Honorable Sean H. Lane, and the Debtors have requested joint administration of the cases under Case No. 23-10063. GGT and DCC did not seek Chapter 11 bankruptcy protection. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as counsel; Alvarez & Marsal Holdings, LLC, as financial advisor; and Moelis & Company LLC as investment banker. Kroll Restructuring Administration is the claims agent. GIRARDI & KEESE: Erika Wants to Disqualify Abir Cohen Treyson Salo ------------------------------------------------------------------ James Nani of Bloomberg Law reports that celebrity Erika Jayne is pushing to disqualify a law firm representing the trustee of her ex-husband Thomas Girardi's bankruptcy estate, arguing the firm has conflicts of interest. Jayne, who also goes by Erika Girardi, and her businesses EJ Global LLC and Pretty Mess Inc. on Wednesday, Jan. 18, 2023, said they plan to file a motion to disqualify Abir Cohen Treyzon Salo LLP as special counsel to the trustee of Girardi's estate. She also plans to ask a judge to impose sanctions on the law firm. 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 GRANITE GENERATION: Moody's Puts 'B1' CFR on Review for Downgrade ----------------------------------------------------------------- Moody's Investors Service placed the ratings of Granite Generation, LLC under review for downgrade, including its B1 corporate family rating, its B1-PD Probability of Default rating and the B1 rating of its senior secured bank credit facilities. Granite's credit facilities are comprised of a term loan B due in November 2026 and a $100 million revolving bank credit facility due in November 2024. Granite's speculative grade liquidity rating is unchanged at SGL-2. RATINGS RATIONALE "The review of Granite's ratings for downgrade is prompted by Moody's expectation that the outcome of the recent December 2022 PJM auction will likely result in low capacity prices for the 2024/25 planning year, based on Moody's view of market fundamentals" said Nati Martel, Vice President-Senior Analyst. "Also, the review considers management's disclosure that certain non-performing generation plants will be assessed capacity performance penalties in the wake of the Northeast's winter storm Elliott in December 2022", added Martel. The review will assess the financial impact of the 2024-2025 PJM capacity prices on Granite amid Moody's expectation of declining energy margins at the company given the anticipated moderation in natural gas prices. The review will also consider the company's updated hedge profile and management's financial plans, particularly in connection with the funding of the penalties and the use of excess cash flow generated during 2023, with a particular focus on cash flow to be used to fund incremental debt reductions in excess of any mandatory debt repayments. Moody's will review the company's track record of aggressive cash distributions, particularly during the third quarter of 2022, and the impact that has had on the company's credit quality. The review will also assess Granite's liquidity amid the looming refinancing risk given the approaching maturities of the revolving credit facility (November 2024) and the term loan (November 2026). The review will also consider the impact of the recent winter storm on Granite's financial performance of the lingering impact of this weather event in 2023 as the company pays penalties associated with the event. Certain of Granite's facilities underperformed on December 23 and/or on December 24. However, the impact may be partially offset by the ability of some of Granite's overperforming plants to collect potential bonuses and energy margin from open energy positions earned during the event. On Review for Downgrade: Issuer: Granite Generation, LLC Corporate Family Rating, Placed on Review for Downgrade, currently B1 Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Backed Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently B1 (LGD4) Outlook Actions: Issuer: Granite Generation, LLC Outlook, Changed To Rating Under Review From Negative LIQUIDITY The Speculative Grade Liquidity Rating (SGL) of SGL-2 reflects the company's good liquidity profile as it awaits the determination and notification of penalties and bonuses by PJM related to the recent winter storm. Despite this uncertainty, Granite should be able to still generate sufficient internal cash flow to meet its capital requirements in 2023. That said, lower excess cash flow is likely over the next twelve months compared to 2022, amid continued low capacity revenues and an expected decline in energy margins. The SGL-2 also considers Granite's use of first-lien based hedging arrangements that have helped to limit its collateral posting requirements and somewhat reduce its reliance on the $100 million revolving credit portion of the credit facility, which is due in November 2024. However, availability under the facility dropped to nearly $45 million in the fourth quarter of 2022, compared to around $65 million available at year-end 2021 and 2020. Borrowings under the revolving credit facility are subject to material adverse change and representation clauses, a credit and liquidity negative. However, there are no maintenance covenants. Moody's liquidity analysis also factors in Granite's restricted cash balance approximated $54.5 million at the end of November 2022, down from $85 million at the end of September 2022. Granite's term loan is subject to quarterly mandatory debt service payments (annual payments: $14 million) and cash sweep requirements. According to the agreement, if Granite's consolidated first lien net leverage ratio is below 3.75x, the cash sweep is 0%, stepping up to 25% if the ratio rises above 3.75x and to 50% if the ratio exceeds 4.50x. Moody's note that the excess cash sweep requirement has been at 0% since the second quarter of 2021. However, Granite's total debt repayments aggregated around $85 million between the end of the 2Q2021 and 4Q2022, an amount that Moody's estimate included a voluntary/optional debt reduction of approximately $64 million. That said, debt repayments have been relatively modest compared to Granite's total distributions of $217 million during the same period, including $100 million during the third quarter of 2022. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. Granite Generation, LLC (Granite) is an independent power producer with nearly 5 GW of generating capacity. Granite is indirectly owned by Granite Energy, LLC, (Sponsor) through Granite Generation Holdings, LLC (Guarantor). LS Power Equity Partners III, LP owns 100% of the Sponsor. GREENIDGE GENERATION: NYDIG, B Riley Extend Waivers Until Jan. 27 ----------------------------------------------------------------- Greenidge Generation Holdings, Inc. and its subsidiaries Greenidge Generation LLC, GTX GEN 1 Collateral, LLC, GSC Collateral LLC, and GNY Collateral LLC entered into a Limited Waiver and Amendment of Loan Documents on Jan. 20, 2023, with NYDIG ABL LLC and NYDIG Trust Company LLC. The Lender Parties and Greenidge's subsidiaries are parties to certain Master Equipment Finance Agreements and related loan documentation. Pursuant to the Loan Documents, Greenidge's subsidiaries owed payments of principal and interest in the amount of approximately $1.0 million due on Dec. 25, 2022, and of approximately $4.4 million due on Jan. 10, 2023. Pursuant to the NYDIG Waiver, the Lender Parties agreed that failure to pay the December 25 payment and the Jan. 10, 2023, payment when due would not be an event of default if that payment were made in full by Jan. 27, 2023. The NYDIG Waiver left the due dates for other scheduled payments under the Loan Documents unaffected. On Jan. 20, 2023, Greenidge and B Riley Commercial Capital, LLC entered into a Waiver and Acknowledgement Letter regarding the terms of the Amended and Restated Bridge Promissory Note dated August 10, 2022 executed by Greenidge in favor of BRCC. Under the B Riley Waiver, BRCC agreed that Greenidge's failure to pay the approximately $1.5 million payments of principal and interest due under the BRCC Note on each of Dec. 20, 2022, and Jan. 20, 2023, would not be an event of default if that payment were made in full by the earlier of Jan. 27, 2023 or the date that Greenidge and BRCC enter into a mutually satisfactory amendment to the BRCC Note addressing, among other things, future amortization requirements under the BRCC Note. The waiver left the due dates for other scheduled payments under the BRCC Note unaffected. About Greenidge Generation Headquartered in Fairfield, CT, Greenidge Generation Holdings Inc. (NASDAQ: GREE) -- www.greenidge.com -- is a vertically integrated cryptocurrency datacenter and power generation company. Greenidge reported a net loss of $44.48 million in 2021, compared to a net loss of $3.29 million in 2020. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $131.49 million. "The Company anticipates that existing cash resources will be depleted by the end of the first quarter of 2023. Depending on its assumptions regarding the timing and ability to achieve more normalized levels of operating revenue, the estimated amount of required liquidity will vary significantly. Similarly, management cannot predict when or if bitcoin prices will recover to prior levels, or when energy costs may decrease. While the Company continues to work to implement the options to improve liquidity, there can be no assurance that these efforts will be successful. Management's ability to successfully implement these options could be negatively impacted by items outside of its control, in particular, significant decreases in the price of bitcoin, regulatory changes concerning cryptocurrency, increases in energy costs or other macroeconomic conditions and other matters identified in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2021 and Part II, Item 1A "Risk Factors" of this Quarterly Report on Form 10-Q. Given the lack of improvement in the above mentioned factors in the third quarter of 2022, there is uncertainty regarding the Company's financial condition and substantial doubt about its ability to continue as a going concern for a reasonable period of time," Greenidge stated in its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2022. GROM SOCIAL: Bigger Capital Entities Report 4.99% Equity Stake -------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of Grom Social Enterprises, Inc. as of Dec. 31, 2022: Shares Percent Beneficially of Entity Owned Class Bigger Capital Fund, LP 265,591 4.99% Bigger Capital Fund GP, LLC 265,591 4.99% District 2 Capital Fund LP 263,432 4.99% District 2 Capital LP 263,432 4.99% District 2 GP LLC 263,432 4.99% District 2 Holdings LLC 263,432 4.99% Michael Bigger 529,023 4.99% Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the 263,432 shares of Common Stock issuable upon exercise of Warrants owned by District 2CF. The percentages are based on 2,175,079 shares of Common Stock outstanding as of Dec. 8, 2022 based on information in the Company's Prospectus Supplement filed Dec. 12, 2022. Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock, and the percentage gives effect to the Blockers. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1662574/000092189523000145/sc13ga110022grom_01192023.htm About Grom Social Boca Raton, Florida-based Grom Social Enterprises, Inc. -- www.gromsocial.com -- is a media, technology and entertainment company focused on delivering content to children under the age of 13 years in a safe secure Children's Online Privacy Protection Act ("COPPA") compliant platform that can be monitored by parents or guardians. Grom Social reported a net loss of $10.22 million for the year ended Dec. 31, 2021, a net loss of $5.74 million for the year ended Dec. 31, 2020, and a net loss of $4.59 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $33.10 million in total assets, $9.11 million in total liabilities, and $23.99 million in total stockholders' equity. GUARDIAN US: Moody's Assigns First Time B2 Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned a B2 corporate family rating and a B2-PD probability of default rating to first time issuer Guardian US Holdco LLC ("Intrado"). Moody's also assigned B2 ratings to the proposed first lien revolving credit facility and first lien term loan. Net proceeds from these credit facilities will be used to fund the acquisition of West Technology Group, LLC's (fka Intrado Corporation) Safety business by private equity firm Stonepeak Partners LP. The outlook is stable. RATINGS RATIONALE The B2 ratings reflect Intrado's high leverage at closing as well as the carve out nature of the transaction. The ratings also considers the leading position Intrado has built in multiple segments of the 911 infrastructure business and long term partnership with AT&T providing various 911 services. Carve out risks are moderate given the relatively stand alone structure that was put in place prior to the sale of the business. Leverage is estimated around 5.6x at closing pro forma for certain one time costs and excluding certain allocated costs from the former parent. Leverage inclusive of those costs is approximately 7x. 911 infrastructure and services remain a critical function and Moody's expects 911 funding should remain resilient through economic cycles. The continuing rollout of next generation 911 services should support mid single digit or higher growth for the industry and Intrado. Though the concentration of revenues with AT&T remains significant, the partnership has been in place for over 20 years and continues to expand. Intrado's liquidity is good based on an estimated $15 million of cash at closing and an undrawn $100 million revolver and Moody's expectation of positive free cash flow over the next year. The revolver is expected to have springing covenants if 40% is drawn. Moody's expect the company will remain in compliance with covenants if drawn over the next year. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if performance deteriorates, the company loses a major contract, leverage exceeds 6.5x on other than a temporary basis or free cash flow to debt does not approach 5% in 2024. Ratings could be upgraded if the company demonstrates disciplined financial policies; sustains leverage below 4.5x and free cash flow to debt of 10% or greater. Environmental risks are low and in line with other telecom services and software peers. Social risks are moderate, in line with the telecom services and software sector, mainly stemming from social issues linked to data security, diversity in the workplace and access to highly skilled workers. Intrado also benefits from growing support for advanced 911 services and the critical nature of its services to public safety. Cyber security risks are moderate and arise from breaches on installed customer software as well as internal Intrado systems. Intrado will be privately held by private equity firm Stonepeak Partners and will not have an independent Board. Financial policies are expected to be aggressive as highlighted by the high leverage at closing. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of $165m and 100% of Consolidated EBITDA, plus unlimited amounts subject to pro forma first lien leverage no greater than 5.0x (if pari passu secured). Amounts up to the greater of $165m and 100% of Consolidated EBITDA, plus any amounts incurred in connection with a permitted acquisition or investment may be incurred with an earlier maturity date than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. Consolidated EBITDA includes various uncapped add-backs subject to a 24-month look-forward period, including add-backs projected from new contracts. The proposed terms and the final terms of the credit agreement may be materially different. The following ratings were assigned: Assignments: Issuer: Guardian US Holdco LLC (Intrado) Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Backed Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: Guardian US Holdco LLC (Intrado) Outlook, Assigned Stable Intrado is one of the largest providers of 911 software, services, hardware and systems to carriers and public safety organizations. The company is headquartered in Longmont, Colorado. The company is being acquired by Stonepeak Partners after being carved out of West Technology Group, LLC. Revenues for the twelve months ended September 30, 2022 were $340 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. HALL AT THE YARD: Case Summary & Eight Unsecured Creditors ---------------------------------------------------------- Debtor: The Hall at the Yard, LLC 13518 Westshire Dr. Tampa, FL 33618 Chapter 11 Petition Date: January 24, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-00250 Debtor's Counsel: Edward J. Peterson, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison St. Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Email: epeterson@srbp.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jamal Wilson as manager. A copy of the Debtor's list of eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4SVL4MY/The_Hall_at_the_Yard_LLC__flmbke-23-00250__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4O5TMZA/The_Hall_at_the_Yard_LLC__flmbke-23-00250__0001.0.pdf?mcid=tGE4TAMA HALL AT THE YARD: Seeks Cash Collateral Access, $100,000 DIP Loan ----------------------------------------------------------------- The Hall at the Yard, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral and obtain postpetition financing. The Debtor seeks to obtain postpetition financing on a priming basis in an amount up to $100,000, with $58,000 being funded on an interim basis. The Debtor requires the use of cash collateral to fund its operating expenses and the costs of administering the Chapter 11 case in accordance with a proposed budget. The Debtor's secured obligations are comprised of (a) Newtek Small Business Finance, LLC; (b) merchant cash advance lenders; (c) Kabbage, Inc.; (d) and Ivanhoe Place Propco, LLC. Newtek is owed approximately $4.2 million based on a loan made to the Debtor in January of 2020 and guaranteed by the Small Business Administration. Newtek may assert a lien on the Debtor's accounts receivable. Kabbage is owed approximately $359,000 based on a PPP loan made to the Debtor, which is likely unsecured. Ivanhoe is the landlord which asserts a security interest in the Debtor's furniture, fixtures, and equipment. With respect to MCA lenders, the Debtor believes these creditors may assert liens on and security interests in accounts receivable: Approximate Balance Creditor as of Petition Date -------- ------------------- The Avanza Group, LLC $135,000 Cobalt Funding Solutions $150,000 Delta Bridge Funding, LLC, $181,055 servicer for CloudFund Green Capital Funding, LLC $44,000 G and G Funding Group, LLC Undetermined Premium Merchant Funding 26, LLC $50,000. Reef Funding Group $44,000 Vivian Capital Group, LLC $150,000 World Global Fund $50,000 Zahav Asset Management, LLC $97,000 In exchange for the Debtor's ability to use cash collateral in the operation of its business, the Debtor proposes to grant to the lenders, as adequate protection, replacement liens to the same extent, validity, and priority as existed on the Petition Date. A copy of the motion is available at https://bit.ly/3Rcw9DJ from PacerMonitor.com. About The Hall at the Yard, LLC The Hall at the Yard, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00250) on January 24, 2023. In the petition signed by Jamal Wilson, manager, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Edward J. Peterson, Esq., at Stichter, Riedel, Blain and Postler, P.A., represents the Debtor as counsel. HAWAIIAN HOLDINGS: BlackRock Has 16.9% Stake as of Dec. 31 ---------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 8,663,487 shares of common stock of Hawaiian Holdings Inc., representing 16.9 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1172222/000130655023001154/us4198791018_012023.txt About Hawaiian Holdings Hawaiian Holdings, Inc.'s primary asset is sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. The Company is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes) and between the Hawaiian Islands and certain cities in the United States (the North America routes together with the Neighbor Island routes, the Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, New Zealand and Asia (the International routes), collectively referred to as its Scheduled Operations. For the nine months ended Sept. 30, 2022, Hawaiian Holdings reported a net loss of $189.92 million. Hawaiian Holdings reported a net loss of $144.77 million for the year ended Dec. 31, 2021, a net loss of $510.93 million for the year ended Dec. 31, 2020, and net income of $223.98 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $4.21 billion in total assets, $1.16 billion in total current liabilities, $1.57 billion in long-term debt, $1.12 billion in other liabilities and deferred credits, and $347.48 million in total shareholders' equity. HERITAGE POWER: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Heritage Power, LLC 1360 Post Oak Blvd, Suite 2000 Houston, TX 77056 Business Description: The Debtors are a power company with a focus on power generation activities in Pennsylvania, New Jersey and Ohio. The Debtors own or operate sixteen power generation assets with thirteen in Pennsylvania, two in New Jersey and one in Ohio. Chapter 11 Petition Date: January 24, 2023 Court: United States Bankruptcy Court Southern District of Texas Nineteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Heritage Power, LLC (Lead) 23-90032 Blossburg Power, LLC 23-90033 Brunot Island Power, LLC 23-90034 Gilbert Power, LLC 23-90035 Hamilton Power, LLC 23-90036 Heritage Power Intermediate Holdings, LLC 23-90037 Heritage Power Marketing, LLC 23-90038 Hunterstown Power, LLC 23-90039 Mountain Power, LLC 23-90040 New Castle Power, LLC 23-90041 Niles Power, LLC 23-90042 Orrtanna Power, LLC 23-90043 Portland Power, LLC 23-90044 Sayreville Power, LLC 23-90045 Shawnee Power, LLC 23-90046 Shawville Power, LLC 23-90047 Titus Power, LLC 23-90048 Tolna Power, LLC 23-90049 Warren Generation, LLC 23-90050 Judge: Hon. Christopher M. Lopez Debtors' Counsel: Charles A. Beckham, Jr., Esq. Kelli S. Norfleet, Esq. Arsalan Muhammad, Esq. Kourtney Lyda, Esq. David Trausch, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 4000 Houston, Texas 77010 Tel: (713) 547-2000 Fax: (713) 547-2600 Email: charles.beckham@haynesboone.com Email: kelli.norfleet@haynesboone.com Email: arsalan.muhammad@haynesboone.com Email: kourtney.lyda@haynesboone.com Email: david.trausch@haynesboone.com Debtors' Restructuring & Financial Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Notice, Claims & Solicitation Agent: EPIQ CORPORATE RESTRUCTURING, LLC Estimated Assets: $50 million to $100 million Estimated Liabilities: $500 million to $1 billion The petitions were signed by David Freysinger as president. Full-text copies of three of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3A4MSWI/Heritage_Power_LLC__txsbke-23-90032__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/3JVSC5Y/Blossburg_Power_LLC__txsbke-23-90033__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/YP63PUY/Brunot_Island_Power_LLC__txsbke-23-90034__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Columbia Gas of Pennsylvania Trade Payable Undetermined Attn: Mark Kempic President and COO 290 W Nationwide Blvd Columbus, OH 43215 Tel: 412-521-1219 Email: mkempic@columbiagaspa.com 2. Eastern Gas Transmission and Trade Payable Undetermined Storage Attn: Scott Thon, President of Operations 925 White Oaks Blvd Bridgeport, WV 26630 Tel: 403-284-4224 Email: cott.thon@brkenergy.com 3. Elizabethtown Gas Company Trade Payable Undetermined Attn: Christine McMullen, President and COO 520 Green Lane Union, NJ 07083 Tel: 301-503-1535 Email: christiemcmullen@elizabethtowngas.com 4. National Fuel Gas Distribution Trade Payable Undetermined Attn: David Bauer President and CEO 6363 Main St Williamsville, NY 14221 Tel: 716-432-4294 Email: bauerd@natfuel.com 5. Peoples Natural Gas Trade Payable Undetermined Company LLC Attn: Michael Huwar, President 375 North Short Dr Suite 400 Pittsburgh, PA 15212 Tel: 413-818-0349 Email: michael.huwar@peoples-gas.com 6. PPG Shawville Pipeline LLC Trade Payable Undetermined Attn: Eric Kowalski Chief Financial Officer 3500 East College Ave Suite 1300 Box 6 State College, PA 16801 Tel: 724-422-2002 Email: eric@ppgoilandgas.com 7. Tennessee Gas Pipeline Trade Payable Undetermined Company, LLC Attn: Wayne Simmons, Chief Operating Officer 1001 Louisiana Street Houston, TX 77002 Tel: 813-247-4463 Email: wayne_simmons@kindermorgan.com 8. UGI Central Penn Gas, Inc. Trade Payable Undetermined Attn: Dave Trego President and CEO 1 UGI Drive Denver, PA 17517 Tel: 610-796-3500 Email: dtrego@ugi.com 9. Turbine Resources Trade Payable $58,081 Unlimited Inc. Attn: Billy Howard President 1056 Route 20 East West Winfield, NY 13491 Tel: 315-822-6893 Email: bhoward@calltru.com 10. GAI Consultants Inc. Trade Payable $49,349 Attn: Gary Dejidas 385 East Waterfront Dr Homestead, PA 15120-5005 Tel: 407-493-2287 Email: g.dejidas@gaiconsultants.com 11. Equipment & Controls Inc. Trade Payable/ $38,983 Attn: Dan Smith Trade Payable- President Accrual 2 Park Drive Lawrence, PA 15055 Tel: 724-820-2006 Email: dan.smith@eci.us 12. Moody's Investor Service Trade Payable - $38,193 Attn: Warren Kornfeld Accrual Senior Vice President 99 Church Street New York, NY 10007 Tel: 908-432-4497 Email: warren.kornfeld@moodys.com 13. The Empyrean Group LLC Trade Payable/ $36,229 Attn: Sushil Jain Trade Payable- President & CEO Accrual 1108 Ohio River Blvd Ste 805 Sewickley, PA 15143-2049 Tel: 412-528-1573 Email: cjain@empyreanonline.com 14. Jersey Central Power & Light Trade Payable $31,121 Attn: Sam Belcher Senior Vice President 76 South Main Street Akron, OH 44308 Tel: 718-921-8124 Email: sbelcher@firstenergycorp.com 15. Airmatic Compressor Trade Payable $30,408 Systems Inc. Attn: William Vowteras President & CEO 700 Washington Ave Carlstadt, NJ 07072-3007 Tel: 551-486-2364 Email: wvowteras@airmaticcompressor.com 16. Stevens Engineers & Trade Payable $28,750 Constructors Attn: Vicki Anderson Chairman & CEO 7850 Freeway Circle Suite 100 Middleburg, OH 44130 Tel: 724-873-4700 Email: vanderson@stevensec.com 17. Powerhouse Equipment Trade Payable $23,928 Engineering Attn: Machelle Morey VP and General Counsel 240 Creek Rd Delanco, NJ 08075 Tel: 847-981-8995 Email: machelle.morey@us.atlascopco.com 18. Keystone Technology Trade Payable $16,282 Services LLC Attn: Jeff Konicky, Owner 110 Mizel Lane Johnston, PA 15902-1327 Tel: 814-619-6796 Email: jeff@konicky.com 19. Hydrotex Dynamics Inc. Trade Payable $15,779 Attn: Aaron Johnson, President 6320 Cunningham Road Houston, TX 77041 Tel: 936-697-9656 Email: ajohnson@hydro-tex.com 20. Plant Services Group Inc. Trade Payable $15,464 Attn: Chris O'Neill President & CEO 188 Blose Drive Punxsutawney, PA 15767 Tel: 630-588-0333 Email: coneill@plantservicesgroup.com 21. Brandsafway Industries LLC Trade Payable $12,541 Attn: Karl Fessenden Chief Executive Officer 501 Robb St McKees Rocks, PA 15136-2882 Tel: 404-610-6720 Email: kfessenden@brandsafway.com 22. Siemens Energy Inc. Trade Payable $11,289 Attn: Rich Voorberg President, North America 4400 Alafaya Trail Orlando, FL 32826-2399 Email: rich@siemens.com 23. Predictive Maintenance Trade Payable $11,076 Solutions In Attn: Amy Wynn VP & Business Director 768 N. Bethlehem Pike Suite 201 Lower Gwynedd, PA 19002 Tel: 215-346-2870 Email: amy.wynn@pdmsolutions.com 24. Malark Logistics Inc. Trade Payable/ $10,011 Attn: Sheryl Malark, President Trade Payable- 9100 85th Ave N Accrual Ste 200 Brooklyn Park, MN 55445-2169 Tel: 763-420-6686 763-428-3564 Email: smalark@malark.com 25. Airgas USA LLC Trade Payable $8,930 Attn: Marcelo Fioranelli Chief Executive Officer 259 North Radnor-Chester Road Suite 100 Radnor, PA 19087-5283 Tel: 800-255-2165 Fax: 610-687-6932 Email: marcelo.fioranelli@airgas.com 26. Teksolv Inc Trade Payable $8,556 Attn: John Mouser, Owner 130 Executive Dr Ste 5 Newark, DE 19702-3349 Tel: 302-382-7021 Email: jmouser@teksolv.com 27. Allegheny Field Services Trade Payable $7,500 Attn: Dean Gindlesperger Managing Partner 629 Elder Street Johnston, PA 15902 Tel: 814-525-0237 Email: dgindlesperger@gmail.com 28. Siemens Large Drives LLC Trade Payable- $6,349 Attn: Michael Reichle Accrual President and CEO 100 Technology Drive Alpharetta, GA 3005 Email: michael.reichle@siemens-logistics.com 29. Battery Systems Inc. Trade Payable $6,182 Attn: Terry Broadrick, President 490 Crile Road Washington, PA 15301 Tel: 724-225-5847 Email: terryb@batterysystemsinc.com 30. Fastenal Co Trade Payable $6,054 Attn: Daniel Florness President and CEO 2001 Theurer Blvd Winona, MN 55987 Tel: 507-452-4546 Email: daniel_florness@fastenal.com HORIZON GLOBAL: Beryl Capital Entities Report 9.7% Equity Stake --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Horizon Global Corporation as of Jan. 9, 2023: Shares Percent Beneficially of Reporting Person Owned Class Beryl Capital Management LLC 2,693,842 9.7% Beryl Capital Management LP 2,693,842 9.7% Beryl Capital Partners II LP 2,365,247 8.5% David A. Witkin 2,693,842 9.7% The percentages reported are based on 27,732,762 shares of Common Stock outstanding as of Nov. 4, 2022, as reported in the Form 10-Q filed by the Issuer on Nov. 9, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1637655/000093583623000044/hzn.htm About Horizon Global Horizon Global Corporation -- http://www.horizonglobal.com-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves OEMs, retailers, dealer networks and the end consumer. Horizon Global reported a net loss of $33.12 million for the 12 months ended Dec. 31, 2021, compared to a net loss of $37.98 million for the 12 months ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $410.05 million in total assets, $525.72 million in total liabilities, and a total shareholders' deficit of $115.67 million. HUNYGIRLS VENTURES: Wins Cash Collateral Access Thru Feb 12 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Hunygirls Ventures, Inc. d/b/a/ Sun Graphic Technologies, to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, pending a further hearing set for February 12, 2023, at 10:30 a.m. As previously reported by the Troubled Company Reporter, the Debtor's primary secured obligations were incurred in connection with the Debtor's purchase of the business in 2019 using a Small Business Administration 7a loan with CIBC Bank. The Debtor's term loan with CIBC Bank has an approximate balance of $520,376 and is secured by substantially all of the Debtor's personal property. Additionally, the Debtor has a line of credit with CIBC Bank with an approximate balance of $199,926 also secured by substantially all of the Debtor's personal property. Based upon the Debtor's initial review of UCC-1 filings, CIBC Bank has a first-position security interest in the Debtor's cash collateral. The Debtor has an SBA Economic Injury Disaster Loan with an approximate balance of $139,593 secured by substantially all of the Debtor's personal property. Based upon the Debtor's initial review of UCC-1 filings, the SBA has a second-position security interest in the Debtor's cash collateral. The Debtor also has a line of credit with Headway Capital, LLC with an approximate balance of $55,000 and a line of credit with Celtic Bank Corporation, serviced by BlueVine Inc., with an approximate balance of $13,000. Based upon the Debtor's initial review of UCC-1 filings, it does not appear these creditors filed UCC-1 financing statements. However, based upon review of loan documents in the Debtor's possession, they may assert an interest in the Debtor's cash collateral. The Debtor took on purchase-money financing with ENGS Commercial Finance secured by a specific piece of equipment with a balance of approximately $221,000 and purchase-money financing with LEAF Capital Funding secured by specific software licenses with a balance of approximately $42,500. The Debtor does not believe these creditors have an interest in cash collateral, but they will receive notice of this motion. Since January 2022, the Debtor began receiving funding from various MCA funders that may claim an interest in the Debtor's accounts receivable and/or security interests in other assets of the Debtor. The MCA Funders are Kalamata Capital, Silverline Services, Inc., Smart Business, Funding Metrics, LLC dba Lendini, Rapid Finance, and White Road Capital LLC dba GFE Holdings. As adequate protection with respect to the Lenders' interests in the cash collateral, the Lenders are granted a replacement lien in and upon all of the categories and types of collateral in which they held a security interest and lien as of the Petition Date to the same extent, validity and priority that they held as of the Petition Date. As further adequate protection for CIBC Bank during the interim period, the Debtor will pay to CIBC Bank an interest only payment on February 1, 2023 in the amount of $4,685. The Debtor is entitled to collect money from parties with outstanding accounts receivable to the Debtor and no creditor or party in interest will interfere with the Debtor's collection actions. The Debtor will maintain records regarding the collection of pre-petition amounts. The Debtor will maintain insurance coverage for the collateral in accordance with the obligations under the loan and security documents. A copy of the order and the Debtor's budget is available at https://bit.ly/3R270vg from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $29,572 for Week 3; $37,663 for Week 4; $23,035 for Week 5; $24,409 for Week 6; $36,466 for Week 7; $17,235 for Week 8; and $25,512 for Week 9. About Hunygirls Ventures, Inc. Hunygirls Ventures, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-05092) on December 27, 2022. In the petition signed by Michael R. Kisha, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Matthew B. Hale, Esq., at Stichter, Riedel, Blain and Postler, P.A., represents the Debtor as counsel. INVENERGY THERMAL: S&P Affirms 'BB' Rating on Term Loan B --------------------------------------------------------- S&P Global Ratings completed its review and affirmed all ratings, including Invenergy Thermal Operating I LLC's 'BB' rating on Invenergy's term loan B (TLB) due in 2025. S&P also removed ratings from UCO. The outlook remains negative, reflecting the risk of cash flow underperformance if realized spark spreads for the Nelson and Grays Harbor plants are lower than its expectations in the upcoming 12 months, which could lead to lower-than-expected cash flow sweeps in the TLB. Invenergy owns a 2.35-gigawatt (GW; net capacity) portfolio of six operating gas-fired electric power plants, each in a different North American Electric Reliability Corp. (NERC) region. S&P said, "Our revised project finance criteria do not affect our view of Invenergy's credit quality. On Dec. 14, 2022, we published our revised criteria for project finance transactions, "General Project Finance Methodology" and "Sector-Specific Project Finance Rating Methodology," and placed ratings on several project finance issuers' debt on UCO, including Invenergy's. The revised criteria contemplate atypical transaction structures, such as Invenergy's, where project debt is serviced by distributions from encumbered assets (which have debt at the subsidiary level) plus cash flows available for debt service for the unleveraged projects." Invenergy lenders also do not benefit directly from a physical pledge but from an equity pledge of the encumbered assets' capital stock. The physical assets of the encumbered projects (Cannon Falls, Spindle Hill, Hardee, St. Clair) secure their project-level debt, which ranks ahead of the Invenergy secured term loan B. S&P said, "We continue to view this feature as a security weakness compared with typical project finance structures, which provide a fulsome security package that encompasses all income-producing assets, and therefore we lowered preliminary operations phase stand-alone credit profile (SACP) by one notch." S&P said, "At the same time, we acknowledge that Invenergy secured lenders benefit from first-priority secured interest in all tangible and intangible assets of the unencumbered assets (Nelson and Grays Harbor), which accounted for more than 70% of cash flows in 2022. We expect these projects to continue to generate majority of the cash flows in the future. Further, we believe the residual cash flows of the encumbered assets (that come from contracted payments) provide visibility and diversify Invenergy's cash flows available to service the term loan B. This partially mitigates the lack of full security pledge for the encumbered assets. Therefore, we increased our preliminary operations phase stand-alone credit profile (SACP) by one notch. “The negative outlook reflects financial underperformance risk if the project is unable to realize spark spreads of Nelson and Grays Harbor, which could lead to lower-than-expected cash flow sweeps in the TLB. A small change in our base-case spark spread assumptions could result in an erosion of the credit cushion at the current rating level. Under our base case we expect term loan B to decline to about $150 million at the time of maturity in September 2025 from $241 million in December 2022." S&P could lower its rating on Invenergy's debt if a cash flow sweeps on the term loan are less than $30 million in 2023. This could occur from: -- Weaker-than-expected cash flow sweeps in the upcoming year; -- Lower-than-expected capacity prices in PJM beyond 2023, affecting the Nelson project, which is the most important from a cash-flow perspective; -- Declining spark spreads for merchant assets (Nelson and Grays Harbor); or -- Lower-than-expected demand for Nelson and Grays Harbor, reflected in weaker generation. The rating on the holding company is constrained by the credit profiles of Cannon Falls, Hardee, Spindle Hill, and St. Clair. Bankruptcy filings from these four projects could cross-default and potentially accelerate the holding-company debt. S&P said, "If the credit profiles deteriorate meaningfully on Hardee and St. Clair, we could lower the current rating on the holding-company debt. We assess these credit profiles annually, and meaningful deterioration could cause us to lower the rating on the holding company even if there are compensating improvements in other assets in the portfolio." S&P could revise the outlook to stable if the project sweeps a considerable amount of cash in 2023 ($30 million-$35 million per year) because of favorable price and demand realizations. The upcoming PJM capacity auction could support this if it clears in line with its expectations. JAX SERVICE: Court OKs Cash Collateral Access Thru March 9 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York authored Jax Service Center, LLC to use cash collateral based on the monthly projections through March 9, 2023 as set out in the budget. As previously reported by the Troubled Company Reporter, the secured creditors that may have liens on the Debtor's cash collateral are: a. Citizens Bank, N.A. UCC filed 9/15/2020. No. 202009157635144. b. U.S. Small Business Administration. UCC filed 11/4/2020. No. 202011047915758. All assets. c. First National Bank of Dryden. UCC filed 3/18/2021. No.202103188123499. d. FFE Services LLC, as Representative. UCC filed 7/9/2021. No. 202107098307183. All assets. e. Westlake Flooring Company, LLC. UCC filed 7/16/2021. No. 202107166132832. All assets. f. ACV Capital, UCC filed 1/12/2022. No. 202201125057770. All assets. g. NextGear Capital, Inc. UCC filed 5/16/2022. No. 202205165830803. h. CT Corporation System, as Representative. UCC filed 5/23/2022. No. 202205235872060. i. Copperwood Capital, LLC. UCC filed 6/9/2022. No. 202206095972886. j. Corporation Service Company, as Representative. UCC filed 7/22/2022. No. 202207226211277. k. Smarter Merchant (UCC filed by DMKA) filed 9/8/2022. No. 20229086430390. l. CHTD Company. UCC filed 10/5/2022. No. 202210056562776. The Debtor does not know what entities are represented by FFE Services LLC, CT Corporation System and Corporation Service Company, holder of UCCs in the fourth, eighth, and tenth position. As adequate protection, the Debtor's secured creditors will have and be permitted valid, binding, enforceable and perfected continuing replacement, rollover liens and security interests in all collateral in which such creditors hold security interests pursuant to their existing loan documents with the Debtor, pursuant to 11 U.S.C. sections 361 and 363, and in such priority as each respective Secured Creditor held pre-petition, pending the conclusion of the interim hearing. A further telephonic hearing on the matter is set for March 9 at 11:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3XTxQIt from PacerMonitor.com. The Debtor projects, total cash paid out, on a monthly basis, as follows: $59,030 for January 2023; $59,030 for February 2023; $59,030 for March 2023; $64,030 for April 2023; $64,030 for May 2023; $64,030 for June 2023; About Jax Service Center, LLC Jax Service Center, LLC operates an automobile service center, dealership and transport company. Jax Service was formed as a limited liability company on February 25, 2014. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 22-30821) on December 13, 2022. In the petition signed by Sean Smith, owner, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Wendy A. Kinsella oversees the case. Peter A. Orville, Esq., at Orville & McDonald Law, P.C., is the Debtor's legal counsel. JERK TACO: Case Summary & 12 Unsecured Creditors ------------------------------------------------ Debtor: Jerk Taco Man Holdings, LLC 7723 S. State Street Chicago, IL 60619 Chapter 11 Petition Date: January 24, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-00901 Judge: Hon. David D. Cleary Debtor's Counsel: William E. Jamison, Jr., Esq. WILLIAM E. JAMISON & ASSOCIATES 53 W. Jackson Blvd, Suite #801 Chicago, IL 60604 Tel: (312) 226-8500 Email: wjami39246@aol.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Julius B. Thomas as manager/member. A copy of the Debtor's list of 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NELCAXA/Jerk_Taco_Man_Holdings_LLC__ilnbke-23-00901__0003.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/GEJARRA/Jerk_Taco_Man_Holdings_LLC__ilnbke-23-00901__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/B2P5AGI/Jerk_Taco_Man_Holdings_LLC__ilnbke-23-00901__0001.0.pdf?mcid=tGE4TAMA JET OILFIELD: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Jet Oilfield Services, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas, Midland Division, for authority to use cash collateral and provide adequate protection, through April 30, 2023, on a final basis. The budget on the Final Cash Collateral Order goes through January 31, 2023. The Debtor has now prepared a budget for the period February-April 2023. The budget includes increased adequate protection payments to Oso Reserves which the Debtor agreed to make as part of the Final Cash Collateral Order. The Debtor requests an expedited interim hearing prior to January 31, 2023 so that its authorization for use of cash collateral is not interrupted. A copy of the Debtor's motion and budget is available at https://bit.ly/3iXvfhT from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $2,158,045 for January 2023; $2,300,500 for February 2023; $2,270,500 for March 2023; and $2,718,000 for April 2023. About Jet Oilfield Services, LLC Jet Oilfield Services, LLC provides support activities for mining, and oil and gas extraction industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-70126) on October 12, 2022. In the petition signed by Brian T. Owen, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Tony M. Davis oversees the case. Stephen W. Sather, Esq., at Barron and Newburger, PC, is the Debtor's legal counsel. Angelo DeCaro serves as the Debtor's Chief Restructuring Officer. JOHNSON GAS: Seeks to Hire Grillo Law Firm as Bankruptcy Counsel ---------------------------------------------------------------- Johnson Gas, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire Grillo Law Firm as its bankruptcy counsel. The firm's services include: a. advising and consulting with the Debtor on contract negotiations; b. evaluating and objecting to claims of various creditors; c. appearing in, prosecuting, or defending suits and proceedings; d. representing the Debtor in court proceedings; e. advising the Debtor on any reorganization plan; and f. other legal services necessary to administer the Debtor's Chapter 11 case. Grillo Law Firm will charge $200 per hour for its services. The firm received a retainer in the amount $262. Nicholas Grillo, Esq., at Grillo Law Firm, disclosed in a court filing that his firm does not represent interests adverse to the Debtor and its estate. The firm can be reached through: Nicholas T. Grillo, Esq. Grillo Law Firm 607 Corinne Street, Ste. A3 Hattiesburg, MS 39401 Phone: 769-+390-7935 Email: grillolawms@gmail.com About Johnson Gas Johnson Gas, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Miss. Case No. 23-00056) on Jan. 10, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Katharine M Samson presides over the case. Nicholas T Grillo, Esq., at the Grillo Law Firm represents the Debtor as counsel. KEYWAY APARTMENT: Trustee Taps A&G Realty as Real Estate Broker --------------------------------------------------------------- Patricia Jefferson, the trustee appointed in Keyway Apartment Rentals, LLC's Chapter 11 case, received approval from the U.S. Bankruptcy Court for the District of Maryland to hire A&G Realty Partners, LLC. The trustee requires a real estate broker to market and sell the Debtor's real properties located at 123 Willow Spring Road, Dundalk, Md.; 122 Kinship Road, Dundalk, Md.; and 113 Kinship Road, Dundalk, Md. A&G will be compensated if the properties are sold subject to the following scenarios: a. If the trustee sells the properties to the stalking horse buyer and no overbids are obtained, A&G shall receive a flat fee of $10,000. b. If the trustee sells the properties to Wilmington Trust, National Association pursuant to a credit bid, A&G shall receive a flat fee of $15,000, to be paid from the stalking horse deposit. c. If the trustee sells the properties to a third party for more than the stalking horse contract amount, or if the stalking horse buyer backs out and the trustee sells the properties to a third party, A&G shall be compensated on the following sliding scale: (a) to any third party other than the stalking horse buyer, for less than $5,900,000M -- 1.5 percent; (b) to any third party for a purchase price of $5,900,000M to $6,100,000M -- 2 percent; (c) to any third party for a purchase price of $6,100,000M to $6,300,000M -- 3 percent; (d) to any third party for a purchase price of $6,300,000M or more -- 4 percent. As disclosed in court filings, A&G Realty is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Emilio Amendola Mike Matlat A&G Realty Partners, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11797 Tel: (631) 465-9507 Email: emilio@agrep.com mike@agrep.com About Keyway Apartment Rentals Keyway Apartment Rentals, LLC is a Maryland limited liability company that owns a 63-unit residential apartment complex situated upon three parcels of real property known as 113 Kinship Road, 122 Kinship Road, and 123 Willow Spring Road in Dundalk, Baltimore County, Md. Keyway sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-13389) on June 21, 2022. In the petition signed by its managing member, George Divel, III, the Debtor disclosed $6,653,350 in assets and $4,252,151 in liabilities. Judge Michelle M. Harner oversees the case. Joseph M. Selba, Esq., at Tydings and Rosenberg, LLP is the Debtor's legal counsel. Patricia Jefferson, the Chapter 11 trustee appointed in the Debtor's case, is represented by Miles & Stockbridge P.C. LARRET PROPERTIES: Case Summary & Two Unsecured Creditors --------------------------------------------------------- Debtor: Larret Properties Unlimited, LLC 545 Pleasure Island Rd. Farmerville, LA 71241 Business Description: The Debtor owns three properties in Union Parish, Louisiana valued at $1 million. Chapter 11 Petition Date: January 24, 2023 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 23-30074 Judge: Hon. John S. Hodge Debtor's Counsel: Bradley L. Drell, Esq. GOLD, WEEMS, BRUSER, SUES & RUNDELL POB 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Fax: (318) 445-6476 Email: bdrell@goldweems.com Total Assets: $1,005,000 Total Liabilities: $1,003,287 The petition was signed by Thomas Kendal Terral as member/manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6FVHUDY/Larret_Properties_Unlimited_LLC__lawbke-23-30074__0001.0.pdf?mcid=tGE4TAMA LSF11 A5 HOLDCO: Moody's Rates New $350MM 1st Lien Term Loan 'B1' ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to LSF11 A5 HoldCo LLC's (dba AOC) proposed $350 million non-fungible incremental senior secured first lien term loan. The B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 rating on the senior secured first lien revolving credit facility, senior secured first lien term loan as well as Caa1 rating on the senior unsecured notes due 2029 are unchanged. The outlook is also stable. "The assigned rating reflects the company's strong performance, which offsets the increased debt on the balance sheet; however, Moody's views the dividend recapitalization as a credit negative and reflects heighted governance risks associated with private equity sponsors," said Domenick R. Fumai, Moody's Vice President and lead analyst for LSF11 A5 HoldCo LLC. Assignments: Issuer: LSF11 A5 HoldCo LLC Senior Secured First Lien Term Loan, Assigned B1 (LGD3) RATINGS RATIONALE The proposed incremental term loan and cash from the balance sheet will be used to fund a dividend of $500 million to shareholders as well as pay fees and expenses. Moody's believes this is credit negative as it reflects a more aggressive financial policy than anticipated as evidenced by Lone Star's decision to increase debt to extract a sizable dividend. However, given the company's financial performance that has exceeded expectations since its acquisition by Lone Star in 2021, credit metrics remain appropriate for the rating. AOC has reduced the amount of senior notes outstanding by $75 million using its strong free cash flow generation. Moody's projects Debt/EBITDA, including standard adjustments, of approximately 3.5x-4.0x through 2023 as economic growth decelerates. Positively, AOC has demonstrated strong pricing and favorable product mix which should offset some of the expected resin volume declines due to slower economic growth. Nonetheless, the rating does not incorporate any additional capacity for debt-financed acquisitions or shareholder distributions. AOC's B2 rating is constrained by the significant amount of debt on its balance sheet. Following the increase of $350 million in debt to finance the dividend, total debt will exceed $1.9 billion. AOC's rating also considers its limited product diversity with significant exposure to unsaturated polyester resins (UPR) and vinyl ester resins (VER). The rating is further tempered by exposure to cyclical end markets such as infrastructure, construction and transportation, which can lead to depressed volumes and volatile operating performance during recessions as was the case during the pandemic in FY 2020. Customer concentration is another risk, with the top 10 customers accounting for about one-third of sales; however, high customer retention and long-term relationships offset some of this risk. Although AOC has a good geographic footprint, sales are highly concentrated in more mature markets, especially North America. Exposure to raw material price volatility is another negative factor, though the company has done a good job of managing cost inflation and is back-integrated into maleic anhydride production that helps offset some of the raw material pricing pressure. The B2 CFR reflects AOC's strong industry positions with a top-3 position in the highly consolidated UPR and VER markets. Moody's believes that the company has been able to improve its margins by working directly with its customers to create products that are tailored to specific applications and has reduced its exposure to the more commoditized part of this market. The rating is further underpinned by well-balanced end market diversity, with significant exposure to the growth in a broad range of CASE (coatings, adhesives, sealants and elastomers) and colorants applications. AOC benefits from its technical capabilities and innovation that allows product customization, which often command higher margins, and helps maintain customer loyalty. AOC has good operational diversity with 12 manufacturing sites mainly in the US and Europe that enable geographic proximity to customers as transportation costs can have a material impact on the delivered cost of the products. Additionally, many of its products have a limited shelf life, which increases the importance of timely deliveries. STRUCTURAL CONSIDERATIONS The B1 ratings assigned to the first lien term loan and proposed add-on and $200 million 5-year revolving credit facility are one notch above the B2 CFR reflecting their first lien claim on substantially all assets. The revolver has a springing first lien net leverage ratio covenant of 7.25x, which is tested if the facility is 35% drawn at the end of the quarter. The covenant is not expected to be tested over the next 12 to 18 months. The Caa1 rating assigned to the senior unsecured notes due 2029 reflects the preponderance of debt in the capital structure that ranks ahead in terms of priority claims. LIQUIDTY AOC maintains good liquidity. Pro forma for the cash contribution towards the dividend, the company has cash on the balance sheet of about $102 million and full availability under its $200 million revolving credit facility as of September 30, 2022. ESG CONSIDERATIONS LSF11 A5 HoldCo LLC's ESG credit impact score is highly negative (CIS-4) and reflects very highly negative environmental risks related to the company's physical climate risks and waste and pollution, highly negative social risks and highly negative governance risks. Environmental risks (E-5) are very highly negative arising from waste and pollution risk as a company that utilizes many commodity chemicals in its operations. However, AOC's current environmental reserve for remediating past soil pollution is immaterial. Physical climate risks are moderately negative considerations in the assessment of AOC's exposure to environmental risks. Social risk considerations (S-4) are in-line with the overall chemical industry. Health and safety risks arise from AOC's main raw material, styrene, which is classified as a possible human carcinogen. The US Occupational Safety and Health Administration (OSHA) and Environmental Protection Agency (EPA) cite a number of potential health risks to humans following chronic exposure to styrene. Governance risks are highly negative (G-4) and reflect the company's capital structure that includes a significant amount of gross debt resulting in financial strategy and risk management risks. Risks related to board structure and policies are highly negative given a lack of independent directors and controlling interest by its owner, Lone Star Funds. The stable outlook reflects Moody's expectations that AOC's financial performance will continue to be supported by a favorable UPR market environment, that the company will sustain credit metrics commensurate with the B2 rating with adjusted leverage not to exceed 5.5x to 6.0x and maintain good liquidity during the rating horizon. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's could downgrade the rating if Debt/EBITDA remains above 6.5x on a sustained basis, operational performance and liquidity significantly deteriorates, or annual free cash flow is expected to be materially weaker on a sustained basis. Another substantial debt-financed dividend or acquisition could also result in a rating downgrade. Moody's could upgrade the rating on operating performance that results in sustained adjusted Debt/EBITDA below 4.5x, consistent positive free cash flow generation and the sponsor's commitment to a more conservative financial policy. A potential upgrade would also require market conditions to be supportive given some of the company's exposure to cyclical end markets. The principal methodology used in this rating was Chemicals published in June 2022. Headquartered in Collierville, TN, AOC is a global CASE and colorants leader. AOC manufactures and formulates unsaturated polyester resins (UPR) and vinyl ester resins (VER) as well as solutions for applications in Coatings & Protective Barriers, Colorants & Visual Effects, Adhesives & Other and Conventional Composite Resins. Through the company's 12 manufacturing facilities, AOC serves customers in the transportation, construction and infrastructure end markets. In 2021, Lone Star Funds acquired AOC from CVC Capital Partners. AOC had sales of approximately $1.8 billion in fiscal year ended September 30, 2022. LTL MANAGEMENT: Files Complaint vs. Doctors Over False Theories --------------------------------------------------------------- The bankrupt talc unit of Johnson & Johnson has filed an adversary complaint against three doctors who published research linking exposure to cosmetic talc products to mesothelioma, saying the articles were based on false theories. LTL MANAGEMENT LLC, Plaintiff, v. DR. THERESA SWAIN EMORY, DR., RICHARD LAWRENCE KRADIN, AND DR. JOHN COULTER MADDOX, Adv. Pro. No. 22-01393, is an action to recover for the knowing disparagement of Johnson's Baby Powder and Shower to Shower by Drs. Theresa Emory, Richard Kradin, and John Maddox. Last month, LTL filed a complaint against Dr. Jaqueline Moline, who had widely proclaimed that she had demonstrated that cosmetic talcum powder products -- including Johnson's Baby Powder and Shower to Shower -- can cause mesothelioma by her published paper of 33 mesothelioma patients who she claimed used talc powder and had no other potential exposures to asbestos. That claim was false, as was recently laid bare by a federal judge in the District Court for the Middle District of North Carolina. The federal court rejected the plaintiff's request to keep its falsity findings under seal, reasoning that transparency furthered the valid purpose of challenging the premise in other courts and cases. Revelations concerning Dr. Moline's paper led to scrutiny of a second article published shortly after that purported to build on Dr. Moline's paper. That second article was written by Drs. Emory, Kradin, and Maddox (the "Authors"). See Exhibit A, Emory, et. al., Malignant mesothelioma following repeated exposures to cosmetic talc: A case series of 75 patients (2020) (the "Emory Article" or the "Article"). Each of the Authors served as an expert for the asbestos mass tort plaintiffs' bar in support of claims against manufacturers of cosmetic talc products. The Emory Article advanced the same premise -- and claimed to bolster -- Dr. Moline's work. It states: "Recently, Moline et al, reported a series of 33 subjects with malignant mesothelioma, whose only known exposure to asbestos was cosmetic talc. We present 75 additional subjects, with malignant mesothelioma, whose only known exposure to asbestos was cosmetic talc." Ex. A, Article at 2. The communications arm of the plaintiffs' asbestos bar billed the Article as "the most extensive case study to date on the topic." But like Dr. Moline's paper, that claim was false. Individuals in the Emory Article had admitted to -- and indeed had made claims seeking compensation for -- exposure to other sources of asbestos. The Authors knew that, or recklessly disregarded substantial evidence to the contrary. The misrepresentation even infected this Court's proceedings, where it has been cited in submitted filings. Nor is it true that the individuals in the Emory Article are all "additional" to those in Dr. Moline's paper. Even based on the limited information available, at minimum one individual appears in both. The Article's assertion of incremental and corroborating findings is blatantly false. The Article was submitted to a journal where Dr. Moline (the author of the first paper) and Dr. Kradin (the co-author of the Article) serve as contributing editors. To paint the Article with a gloss of scientific rigor, the Article purported to be reviewed by qualified peers in the scientific community. However, these "peer reviewers" had no access to the underlying documentation which could be used to vet the accuracy of the Article's central claims. In fact, the Article was published a mere 10 days after it was submitted to the journal. The Emory Article demonstrates Plaintiffs' experts' tactics to pollute the scientific literature. They publish their junk litigation opinions in scientific journals. They use their credentials to instill their publications with false credibility. They then build from that fraudulent foundation by citing to each other's work, which manufactures a "body of literature" to present to judges and juries with the veneer of scientific legitimacy. And they actively resist attempts to make public the information that would reveal the deceit. In return, they are handsomely compensated for their disparagement of the products that are the target of the plaintiffs' bar. "But this house of cards is collapsing as the truth comes to light. Like Dr. Moline, the Authors must be held accountable for their deceit and disparagement, which has caused harm to LTL, as well as all the women and men who have been misled into believing that talc powder caused their mesothelioma, and therefore have not addressed the true cause of their cancer. This must end," LTL tells the Court. LTL requests the Bankruptcy Court for judgment or relief against the Authors as follows: 1) Awarding special, compensatory, and punitive money damages to LTL against the Authors for injurious falsehood and product infringement; 2) Awarding money damages (including punitive damages) to LTL against the Authors for fraud; 3) Awarding money damages to LTL against the Authors for their violations of the Lanham Act; 4) Enjoining the Authors from continuing to make false statements of the type alleged herein; 5) Enjoining the Authors to answer questions regarding their Article that they have to date refused to answer; 6) Enjoining the Authors to retract and/or issue a correction of their Article; 7) Enjoining the Authors to produce unsealed records identifying the individuals in the Article; 8) Awarding LTL the costs of this action, including attorneys’ fees, together with pre- and post-judgment interest; and 9) Awarding LTL such other relief as the Court deems just and proper. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. MARCH ON HOSPITALITY: Court OKs Cash Collateral Access Thru Feb 28 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized March On Hospitality, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through February 28, 2023. The Debtor requires the use of cash collateral to continue operating its business and satisfy its payroll and other direct operating expenses. The Debtor disputes that Simmons Bank, a successor-in-interest to Southwest Bank, possesses a valid lien on the Debtor’s cash collateral. As adequate protection for any secured creditor that holds a valid unavoidable security interest in prepetition cash or cash equivalents for the Debtor's use of cash collateral, to the extent that the Debtor's use of cash collateral results in a diminution in value of the Lender's interest in the cash collateral, each Lender is granted a replacement lien in the Debtor's assets that serve as collateral under each Lenders’ applicable agreements, in the same order of priority that existed as of the Petition Date. As additional partial adequate protection, to the extent of any diminution in value and a failure of the other adequate protection provided by the Order, the Lenders will have an allowed superpriority administrative expense claim in the case and any successor case as provided in and to the fullest extent allowed by Sections 503(b) and 507(b) of the Bankruptcy Code. The Replacement Liens are subject and subordinate to a carve-out of funds for all fees required to be paid to: (i) the Clerk of the Bankruptcy Court, (ii) the Office of the United States Trustee pursuant to Section 1930(a) of Title 28, United States Code, and (iii) the Subchapter V Trustee. The Replacement Liens are valid, perfected, enforceable and effective as of the Petition Date without the need for any further action by the Debtor or the Lenders, or the necessity of execution or filing of any instruments or agreements. A further hearing on the matter is set for February 7 at 1:30 p.m. A copy of the order is available at https://bit.ly/3XU3IwF from PacerMonitor.com. The budget provides for total payroll and related expenses, on a monthly basis, as follows: $21,850 for January 2023; $21,347 for February 2023; and $23,637 for March 2023. About March on Hospitality LLC March on Hospitality LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40140) on January 17, 2023. In the petition signed by Douglas Whatley, the Debtor disclosed up to $10 million in both assets and liabilities. Jude Mark X. Mullin oversees the case. Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, represents the Debtor as legal counsel. MATCON CONSTRUCTION: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------------- Matcon Construction Services, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral and seek turnover of cash collateral in the hands of third parties. The Debtor requires the use of cash collateral to pay operating expenses. The Debtor's primary secured obligations are to Lake Michigan Credit Union. As of the petition Date, the Debtor owes LMCU approximately $2.1 million in the form of two different loans, an operating line of credit in the approximate amount of $1 million and a secured loan in the approximate amount of $1.1 million, secured by a blanket lien on all assets of the Debtor. The Debtor also has an SBA Economic Injury Disaster Loan with an approximate balance of $2 million secured by substantially all of the Debtor's personal property. Based on the Debtor's initial review of UCC-1 filings, the SBA appears to have a second-position security interest in the Debtor's assets. The Debtor believes it owes additional secured debt to other secured creditors as follows, who assert liens on the Debtor's vehicles and equipment: Approximate Balance as Creditor of Petition Date -------- ---------------------- American Indemnity $124,623.85 Ford Credit $48,259.17 GM Financial $64,201.87 Ford Credit $36,852.38 Wells Fargo $23,401.39 Wells Fargo $24,931.50 Balboa Capital $19,946.79 In an effort to carry the business through this downturn period, the Debtor turned to short-term funding sources with high cost of capital known as "merchant cash advance" funding, with various companies. The MCAs furthered the Debtor's economic problems as the MCA funders presented UCC demands to the Debtor's customers, effectively cutting off the Debtor's cash flow. The Debtor filed this case primarily to obtain relief from this financial pressure. As of the Petition Date, the Debtor owes the following amounts to the MCAs, which the Debtor believe are all wholly unsecured: Approximate Balance MCA as of Petition Date --- ------------------- Intrepid Finance $465,116 Blue Vine $44,297 Libertas Fundi g $814,090 Fox Capital $37,200 Biz Fund $485,400 Proventure Capital $55,469 Reserve Capital $139,923 City Capital $109,672 Finova $81,429 Greentree $31,936 According to the Debtor, the MCAs might claim to "own" receivables, however, LMCU has (and had prior to the Debtor acquiring any MCA debt) a first position, perfected security interest on all assets of the Debtor, including receivables. The Debtor believes (1) the MCAs are actually debt instruments; (2) the MCAs are merely wholly unsecured creditors, and (3) prior to filing the petition, each of the purported "receivables" was not yet payable to the Debtor under the applicable contracts. The Debtor believes that as of the Petition Date its unsecured debt totals approximately $14 million, some of which may be covered by bonding. The Debtor also believes the MCAs and other secured creditors other than LMCU are positioned behind LMCU's blanket lien, and therefore unsecured. LMCU, the SBA, Ford Credit, GM Financial, Wells Fargo, Balboa Capital, and the MCAs may assert an interest in cash collateral, as that term is defined in Section 363(a) of the Bankruptcy Code. As of the Petition Date, the Debtor had cash of approximately $10,000 and the Debtor's accounts receivable total approximately $1,336,769. In exchange for the Debtor's ability to use cash collateral in the operation of its business, the Debtor proposes to grant LMCU interest-only adequate protection payments as set forth on the Budget. Further, the Debtor proposes to grant GM Financial, Ford Motor Credit, Wells Fargo, and Balboa interest only payments as set forth in the Budget for use of their collateral vehicles, which are necessary for business operations. As to the other Lenders, the Debtor proposes to grant replacement liens to the same extent, validity, and priority as existed on the Petition Date. The Debtor asserts that the interests of the Lenders will be adequately protected by the replacement liens, all of which are subject to carve outs and subordination to the administrative claims set forth in the budget and US Trustee fees. A copy of the motion is available at https://bit.ly/3j5htcX from PacerMonitor.com. About Matcon Construction Services, Inc. Matcon Construction Services, Inc. provides general contracting, solar solutions and development Services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00215) on January 20, 2023. In the petition signed by Derek Mateos, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Scott Underwood, Esq., at Underwood Murray, P.A., represents the Debtor as counsel. MKS REAL ESTATE: Court OKs Cash Collateral Access on Final Basis ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized MKS Real Estate, LLC to use cash collateral on a final basis in accordance with the budget. As of the Petition Date, the Debtor was indebted to Westdale Capital Investors 3, LP under a commercial loan. As of the Petition Date, the Prepetition Loan Obligations are legal, valid, binding, fully perfected, and non-avoidable obligations in the estimated aggregate liquidated amount of not less than $7,937,492. As adequate protection of its asserted interests in the Debtor's cash collateral, Westdale Capital Investors 3, LP and Frost Bank are granted an automatic perfected replacement liens on all property now owned or hereafter acquired by the Debtor. As additional partial adequate protection, the Debtor will maintain adequate insurance coverage on the Prepetition Loan collateral and the Collateral, including, but not limited to, as may be required under the Prepetition Loan Documents, or any loan document, note, agreement, letter agreement, security agreement, guarantee, or other documents executed by the Debtor in favor of Westdale Capital. The Replacement Liens are valid, perfected, enforceable and effective as of the Petition Date without the need for any further action by the Debtor, Westdale Capital, Resolution, or Frost, or the necessity of execution or filing of any instruments or agreements. The Debtor's right to use cash collateral will expire upon the occurrence of a Termination Event that is not otherwise waived in writing by Westdale Capital, Resolution and Frost or cured within the Cure Period. These events constitute a "Termination Event": a) The Debtor violates any term of the Final Order; and b) The entry of an order: 1) converting the Debtor's Bankruptcy Case to a case under chapter 7 of the Bankruptcy Code; 2) dismissing the Debtor's Bankruptcy Case; 3) reversing, vacating, or otherwise amending, supplementing, or modifying the Second Interim Order; 4) terminating or modifying the automatic stay for any creditor other than Westdale Capital, Resolution, or Frost asserting a lien in the Collateral; or 5) invalidating, subordinating, or otherwise sustaining any challenge to the Westdale Capital, Resolution, or Frost liens granted thereunder. Unless extended by written agreement of the Debtor, Westdale Capital, Resolution, and Frost, the term of the Final Order and the authorization of the use of cash collateral will cease on the earliest to occur of: a) April 28, 2023, unless extended by Westdale Capital, Resolution, and Frost; b) the occurrence of an uncured Termination Event under the Final Order; c) the sale of all or substantially all assets of the Debtor; and d) confirmation of a Chapter 11 plan in the Case. A copy of the order and the Debtor's budget is available at https://bit.ly/3ZX0aey from PacerMonitor.com. The budget provides for total expenses, on a monthly basis, as follows: $25,376 for the month ended January 31, 2023; $72,652 for the month ended February 28; and $64,004 for the month ended March 31, 2023. About MKS Real Estate MKS Real Estate LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns two parcels of real property located in Tarrant County, Texas. MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 21-40424) on March 1, 2021. On Oct. 28, 2021, the Court entered an agreed order dismissing the bankruptcy case for one year or until such time that the claim was paid in full, or the property is foreclosed, whichever was later. In consideration for the Debtor being given one year to sell the real property, the Court ordered "that [Cadence (formerly known as BancorpSouth)] will have the right to post the Real Property for non-judicial foreclosure and proceed with the foreclosure on November 1, 2022 in the event the Claim is not paid in full on or before October 31, 2022." MKS Real Estate LLC again filed a Chapter 11 petition (Bankr. N.D. Tex. on Case No. 22-42618) on Oct. 31, 2022. In the petition filed by Olufemi Ashadele as owner, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. The Debtor is represented by M. Jermaine Watson, Esq., at Cantey Hanger LLP in the 2022 case. MOVIA ROBOTICS: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------- Movia Robotics Inc. filed for chapter 11 protection. Located in Bristol, Connecticut, the Debtor is a collaborative robotics company that builds educational systems and software to assist children on the autism spectrum using robotic technology and Robot-Assisted Instruction systems. The Debtor has a workforce of 10 people. This bankruptcy case was precipitated by the Debtor's inability to pay its largest secured creditor, Clean Feet Investors I, LLC, and by litigation commenced against the Debtor by J.P. Bolat and his related entity. In that litigation, Mr. Bolat obtained a prejudgment remedy to restrain the Debtor's use of its assets. Mr. Bolat is a former officer of the Debtor and the Debtor has initiated or will initiate claims against Mr. Bolat and related entities. The Debtor intends to investigate and, if appropriate, commence additional litigation against Mr. Bolat and others in Federal Court for, inter alia, breach of fiduciary duty (breaches of the duty of loyalty and the duty of care), conversion, and theft. The Debtor's largest secured creditor, Clean Feet Investors I, LLC, and largest investors requested that the Debtor commence the bankruptcy case to, inter alia, prevent the attachment of any assets of the Debtor, which assets are the collateral of the secured credit According to court filings, Movia Robotics Inc. estimates between $1 million and $10 million in debt owed to 50 to 99 creditors. The petition states that funds will be available to unsecured creditors. About Movia Robotics Movia Robotics Inc. is a collaborative robotics company building systems and software to help children on the autism spectrum learn and grow using robotic technology. Movia Robotics Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 23-20024) on Jan. 18, 2023. In the petition filed by Timothy Gifford, as president, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by: Timothy D. Miltenberger, Esq. Cohn Birnbaum & Shea P.C. 72 Prospect Place Bristol, CT 06010 MYLIFE.COM INC: Seeks to Hire Larson LLP as Special Counsel ----------------------------------------------------------- Mylife.com, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Larson, LLP as its special counsel. The Debtor is the subject of a 2021 pre-bankruptcy order and fees issued by the Federal Trade Commission (FTC) as a result of 2020 litigation with the agency before the U.S. District Court for the Central District of California (Western Division) (civil case number 2:20-cv-6692-JFW). Larson, led by Paul Rigali, Esq., will assist the Debtor in the matters pertaining to the FTC action. Mr. Rigali's billing rate is $825 an hour. The rates of other attorneys at the firm vary from $415 to $1,250 an hour while the rates charged by paralegals and clerks range from $250 to $325 an hour. Larson requested a post-petition retainer of $50,000. As disclosed in court filings, Larson does not hold any interest adverse to the estate with respect to the matters for which it is to be engaged. The firm can be reached through: Paul Rigali, Esq. Larson LLP 555 South Flower Street, Suite 4400 Los Angeles, CA 90071 Phone: 213-436-4888 Fax: 213-623-2000 Email: prigali@larsonllp.com About Mylife.com Inc. Mylife.com Inc. is an American information brokerage firm founded by Jeffrey Tinsley in 2002 as Reunion.com. On Sept. 2, 2022, Mylife.com Inc., doing business as Reunion.com Inc., filed for Chapter 11 protection (C.D. Calif. Case No. 22-14858), with between $500,000 and $1 million in assets and between $10 million and $50 million in liabilities. Jeffrey Tinsley, chief executive officer of Mylife.com, signed the petition. Judge Ernest M. Robles oversees the case. Leslie Cohen Law, PC and Larson, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. MYOMO INC: AIGH Capital, Orin Hirschman Hold 9.6% Equity Stake -------------------------------------------------------------- AIGH Capital Management, LLC and Orin Hirschman disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Jan. 12, 2023, they beneficially own 2,000,000 shares of common stock of Myomo, Inc., representing 9.6% of the shares outstanding. Mr. Hirschman is the Managing Member of AIGH Capital Management, LLC. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1369290/000149315223001832/formsc13g.htm About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurologicaldisorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $10.37 million for the year ended Dec. 31, 2021, a net loss of $11.56 million for the year ended Dec. 31, 2020, a net loss of $10.71 million for the year ended Dec. 31, 2019, and a net loss of $10.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $12.16 million in total assets, $4.33 million in total liabilities, and $7.82 million in total stockholders' equity. MYOMO INC: Globis Capital Entities Report 7.2% Equity Stake ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities reported beneficial ownership of 1,500,000 shares of common stock of Myomo, Inc. as of Jan. 12, 2023, representing 7.2 percent of the shares outstanding: * Globis Capital Partners, L.P. * Globis Capital Advisors, L.L.C. * Globis Capital Management, L.P. * Globis Capital, L.L.C. * Paul Packer A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1369290/000149315223002010/formsc13g.htm About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurologicaldisorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $10.37 million for the year ended Dec. 31, 2021, a net loss of $11.56 million for the year ended Dec. 31, 2020, a net loss of $10.71 million for the year ended Dec. 31, 2019, and a net loss of $10.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $12.16 million in total assets, $4.33 million in total liabilities, and $7.82 million in total stockholders' equity. NEXTPLAY TECHNOLOGIES: Rejects Removal of Floor Price for Warrants ------------------------------------------------------------------ NextPlay Technologies, Inc. held a Special Meeting of its stockholders at which the stockholders: (1) did not approve an amendment to the exercise price provisions of those warrants issued in connection with a registered direct offering of the Company's securities pursuant to that Stock Purchase Agreement entered into by and among the Company and certain investors on Nov. 1, 2021, and specifically to remove the $1.97 floor price of the Warrants such that the exercise price of the Warrants may be reduced below the Floor Price in the event that the Company issues or enters into any agreement to issue securities for consideration less than the then current exercise price of the warrants; and (2) voted to authorize the Company's board of directors to adjourn the Special Meeting, in the Board's discretion, to permit the Company's Board to solicit additional proxies in favor of the proposals voted on at the Special Meeting. The Board elected not to adjourn the Special Meeting to a later date to solicit additional proxies in favor of Proposal No. 1 at the Special Meeting. About BIONIK Laboratories NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay reported a net loss of $40.41 million for the year ended Feb. 28, 2022, compared to a net loss of $1.63 million for the period from March 6, 2020 to February 28, 2021. As of Aug. 31, 2022, the Company had $101.47 million in total assets, $52.93 million in total liabilities, and $48.54 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 17, 2022, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. NN INC: Board Adopts Amended and Restated Bylaws ------------------------------------------------ In connection with the new Securities and Exchange Commission Rule 14a-19 under the Securities Exchange Act of 1934, as amended, regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law and a periodic review of the bylaws of NN, Inc., the Board of Directors of the Company has adopted and approved amended and restated bylaws, effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws: * Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors made in connection with annual and special meetings of stockholders by, including, without limitation: - Adding a requirement that any stockholder submitting a nomination notice make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company's nominees in accordance with the Universal Proxy Rule; - Clarifying that if any stockholder provides notice pursuant to the Universal Proxy Rule and subsequently either (i) notifies the Company that such stockholder no longer intends to solicit proxies in support of director nominees other than the Company's nominees or (ii) fails either to comply with the requirements of the Universal Proxy Rule or to timely provide reasonable evidence to the Company that such stockholder has met the requirements of the Universal Proxy Rule then such stockholder's nominees will be disregarded and no vote on such nominees proposed by such stockholder will occur, notwithstanding any proxies or votes the Company has received in respect of such nominees; - Providing that the number of nominees proposed by stockholders submitting a nomination notice may not exceed the number of directors to be elected at the relevant meeting of stockholders; and - Requiring that, if requested by the Board or any Board committee, proposed nominees make themselves available for interviews by the Board or such committee on or prior to the later of (i) 10 days following the date of any reasonable request therefor from the Board or any Board committee, and (ii) the 30th day prior to the meeting of stockholders at which any such proposed nominee is nominated to be elected. * Modify the provisions relating to availability of lists of stockholders entitled to vote at stockholder meetings to reflect recent amendments to the Delaware General Corporation Law; * Require any stockholders directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; * Require a stockholder (or a qualified representative of the stockholder) presenting business at a meeting of the Company's stockholders under the advance notice provisions to appear in person at the applicable meeting to present such proposed business; * Remove provisions relating to the previously completed transition from a classified Board to annual election of directors that are no longer applicable; * Make various other updates, including technical, ministerial and conforming changes related to recent amendments in the Delaware General Corporation Law. About NN Inc. NN, Inc. -- www.nninc.com -- is a global diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies primarily for the electrical, automotive, general industrial, aerospace and defense, and medical markets. Headquartered in Charlotte, North Carolina, NN has 30 facilities in North America, Europe, South America, and China. NN, Inc. reported a net loss of $13.23 million for the year ended Dec. 31, 2021, a net loss of $100.59 million for the year ended Dec. 31, 2020, a net loss of $46.74 million for the year ended Dec. 31, 2019, and a net loss of $262.99 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $557.61 million in total assets, $301.06 million in total liabilities, $61.78 million in Series D perpetual preferred stock, and $194.77 million in total stockholders' equity. OCEAN POWER: May Issue Additional 1.25M Shares Under 2015 Plan -------------------------------------------------------------- Ocean Power Technologies, Inc. has filed a Form S-8 registration statement with the Securities and Exchange Commission to register an additional 1,250,000 shares of its common stock related to the 2015 Omnibus Incentive Plan, as amended, all of which are the same class as other securities for which registration statements on Form S-8, File Nos. 333-208522, 333-214316, 333-224436, 333-232755, 333-252372, and 333-262684 have been previously filed. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1378140/000149315223002073/forms-8.htm About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- http://www.oceanpowertechnologies.com-- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. Its PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also provides WAM-V autonomous surface vessels (ASV) and marine robotics services through its wholly owned subsidiary Marine Advanced Robotics and strategic consulting services including simulation engineering, software engineering, concept design and motion analysis through its wholly owned subsidiary 3Dent. Ocean Power reported a net loss of $18.87 million for the 12 months ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. As of Oct. 31, 2022, the Company had $64.64 million in total assets, $5.87 million in total liabilities, and $58.76 million in total shareholders' equity. ORYX MIDSTREAM: Incremental Debt No Impact on Moody's 'Ba3' CFR --------------------------------------------------------------- Moody's Investors Service said that Oryx Midstream Services Permian Basin LLC's ratings, including the Ba3 Corporate Family Rating and the Ba3 rating for its senior secured term loan maturing in 2028, and stable outlook are unaffected following the company's announcement that it will fund a distribution payment to its equity holders using the proceeds from the issuance of a $300 million incremental term loan. Moody's expects the additional debt to be supported by a relatively fast pace of continued growth in 2023-2024 in the financial and operational performance of Plains Oryx Permian Basin LLC (the Permian JV). Oryx Midstream holds a 35% equity interest in the Permian JV, a joint venture between Plains All American Pipeline L.P. (Plains, Baa3 stable) and Oryx Midstream Holdings LLC (unrated; a portfolio company of Stonepeak Partners LP). The Permian JV has a strong position as a provider of crude oil gathering and transportation services in the Permian, one of the premier hydrocarbon producing basins in North America, where the production volumes are continuing to grow. However, Moody's views the transaction as credit negative because it will increase Oryx Midstream's standalone leverage (based on its EBITDA calculated as 35% of the Permian JV EBITDA) from approximately 4.25x (at December 31, 2022) to a pro forma 5x, and reduce its interest coverage from an estimated 5.8x (at December 31, 2022) to a pro forma 4.5x, both due to the higher proposed debt amount and the increase in the benchmark SOFR rate. The total term loan debt outstanding will increase to $1.85 billion from $1.55 billion, while debt service will remain solely reliant on JV distributions. Oryx Midstream's pro forma standalone financial leverage based on its distributions received will be about 6x in 2023 but should decline to 4.5x in 2024 based on expected JV distribution growth. The Permian JV generated about $1 billion of EBITDA and about $750 million of unlevered free cash flow in its first full year of combined operations in 2022, with an improved EBITDA expectation of $1.2 billion in 2023 due to the system volumes growing from under 4.5 million bbl/day in 2022 to over 5 million bbl/day in 2023. Moody's expects Oryx Midstream to maintain good liquidity and reduce leverage steadily (including paying down debt) to improve its financial flexibility, consistent with the excess cash flow sweep mechanism under the credit facility's terms that requires repayment of debt with 50% of any excess cash flow if Oryx Midstream's leverage (Holdco debt/proportionate JV EBITDA) remains above 4.25x, although this percentage is reduced to 25% if leverage ratio remains between 3.75x and 4.25x, and to 0% below 3.75x. Oryx Midstream Services Permian Basin LLC, headquartered in Midland, Texas, owns a 35% ownership stake in a joint venture with a large crude oil gathering and transportation system in the Permian basin. The company is majority-owned by affiliates of Stonepeak Partners LP and ownership stakes are also held by an affiliate of the Qatar Investment Authority and management. PARAMOUNT RESOURCES: Moody's Ups CFR to 'Ba3', Outlook Stable ------------------------------------------------------------- Moody's Investors Service upgraded Paramount Resources Ltd.'s Corporate Family Rating to Ba3 from B1, the Probability of Default Rating to B1-PD from B2-PD and the senior secured revolving credit facility to Ba2 from Ba3. The outlook changed to stable from positive. The speculative grade liquidity rating was changed to SGL-1 (very good) from SGL-2 (good). "The upgrade reflects full repayment of the company's revolver, supporting strong financial flexibility and operational resiliency," said Whitney Leavens, Moody's analyst. "Moody's expect Paramount to adhere to a conservative financial policy with robust liquidity while investing in production growth through 2024." she added. On January 11, 2023, Paramount completed the sale of its Kaybob Smoky and Kaybob South Duvernay properties (including associated midstream infrastructure) for $370 million in cash. On closing, Paramount used a portion of the proceeds from the divestiture to fully repay borrowings under the revolving credit facility and declared a special dividend totaling about $140 million to shareholders that will be paid on January 25, 2023. The transaction has a limited impact on production, reducing volumes by around 5% (4,700 boe/d gross) as of Q3-22. Upgrades: Issuer: Paramount Resources Ltd. Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to B1-PD from B2-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2) from Ba3 (LGD2) Outlook Actions: Issuer: Paramount Resources Ltd. Outlook, Changed To Stable From Positive RATINGS RATIONALE Paramount's Ba3 CFR is supported by: (1) robust metrics reflecting minimal debt and very good liquidity; (2) increasing scale toward 95,000 boe/d (net of royalties expected in 2024) as the company further develops core assets; (3) acreage diversification across multiple producing areas in western Canada; and (4) adherence to a conservative financial policy while limiting debt with a focus on investing capital to support production growth. The rating is constrained by: (1) small production base and reserves compared to similarly rated peers; (2) limited track record of sustaining production growth and positive free cash flow; and (3) exposure to discounted AECO natural gas. Paramount has very good liquidity (SGL-1). Moody's estimates sources of cash totaling over $1 billion during 2023, consisting of cash on hand, full availability under the C$1 billion revolving credit facility expiring May 2026 and about $70 million in positive free cash flow under Moody's price assumptions and as defined by Moody's (cash from operations minus capex and dividends). The company has no near-term debt maturities. Moody's expects Paramount to maintain robust cushion with its two financial covenants. Alternate liquidity is good given the investments Paramount holds in other companies as well as its sizeable acreage position. Paramount's senior secured revolver is rated Ba2 (one notch above the Ba3 CFR) reflecting its priority ranking to other unsecured liabilities and higher recovery assumptions. The stable outlook reflects Moody's expectation that the company will sustain robust credit metrics and maintain a conservative financial policy while growing production. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Paramount is able to sustain higher production levels while building a strong track record of sustaining meaningful free cash flow along with a conservative financial policy. An upgrade would also require the ability to maintain retained cash flow to debt above 50% and LFCR above 1.5x at Moody's medium term price assumptions. The ratings could be downgraded if retained cash flow to debt falls toward 30% or LFCR approaches 1.5x, financial policy becomes more aggressive or liquidity deteriorates. Paramount is a publicly-traded, Calgary, Alberta-based exploration and production company with operations across Alberta and British Columbia. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. PARTY CITY: Davis Polk Advises Noteholders in Chapter 11 -------------------------------------------------------- Davis Polk is advising an ad hoc group of first-lien secured noteholders in connection with the chapter 11 restructuring of Party City Holdings Inc. and certain of its subsidiaries. On January 17, 2023, Party City filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the Southern District of Texas. Shortly before the filing, the ad hoc group executed a restructuring support agreement with Party City, which, among other things, contemplates a $150 million new money DIP financing loan backstopped by members of the ad hoc group. The DIP financing, which was approved on an interim basis by the Bankruptcy Court at Party City's "first day" hearing held on January 18, 2023, will provide ongoing liquidity for Party City's chapter 11 cases. As of January 17, 2023, the ad hoc group held more than 70% of Party City's $750 million first-lien fixed-rate notes and $161.7 million first-lien floating-rate notes. Based in New Jersey, Party City is a global leader in the celebrations industry, with its products sold in more than 70 countries. Party City is the largest vertically integrated manufacturer, retailer of party goods and Halloween specialty retail chain in the North America. The Davis Polk restructuring team includes partners Damian S. Schaible and Adam L. Shpeen, counsel Jon Finelli and associates Jonah A. Peppiatt, Gene Goldmintz, Timothy H. Oyen, Alexander K.B. Shimamura and Abraham Bane. The litigation team includes partner Elliot Moskowitz. Partner Patrick E. Sigmon is providing tax advice. All members of the Davis Polk team are located in the New York office. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Party City Party City Holdco Inc. is a party-supply retailer in the U.S., with 761 company-owned stores as of September 2022, e-commerce operations, and a large wholesale operation that supplies retail operations and third parties. Party City Holdco Inc. and 13 affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 23-90005) on Jan. 17, 2023. Party City reported $2.869 billion in total assets against $3.022 billion in total liabilities as of Sept. 30, 2022. The Hon. David R. Jones presides over the case. AlixPartners LLP's David Orlofsky serves as the Debtors' Chief Restructuring Officer. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Porter Hedges LLP serve as the Debtors' chapter 11 counsel. Moelis & Company LLC is the Debtors' Investment Banker; Kroll Restructuring Administration LLC acts as the notice and claims agent; and A&G Realty Partners, LLC is the Real Estate Advisor. JPMorgan Chase Bank, N.A., as Prepetition ABL Agent, is represented by Simpson Thacher & Bartlett LLP. The Ad Hoc Group of lenders is represented by Davis Polk & Wardwell LLP. The Ad Hoc Group's advisors also include Lazard Ltd., and Haynes and Boone, LLP, as Texas local counsel. Ankura Trust Company, LLC, as DIP Agent, Prepetition 1L Fixed Notes Trustee, and Prepetition 1L Floating Notes Trustee, is represented by Chapman and Cutler LLP as counsel. PRA GROUP: Moody's Rates New $350MM Gtd. Sr. Unsecured Notes 'Ba2' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to PRA Group, INC.'s proposed new 5-year guaranteed senior unsecured note in the amount of $350 million. At the same time, Moody's affirmed PRA's corporate family rating of Ba1 and its guaranteed senior unsecured debt rating of Ba2. The outlook remains stable. Moody's expects PRA's new 5-year $350 million senior unsecured notes to be pari passu with the existing guaranteed senior unsecured notes, currently rated Ba2. PRA will use the proceeds from the issuance to repay its $345 million convertible notes maturing in June 2023. RATINGS RATIONALE The announced 5-year $350 million debt issuance will strengthen PRA's liquidity and funding profile by extending the average duration of its debt maturities. PRA's affirmed Ba1 CFR reflects the company's: 1) historically solid profitability and strong interest coverage; 2) relatively low Debt/EBITDA leverage; 3) strong capitalisation; 4) established track record with more than 20 years of operating performance; 5) large, globally diversified franchise; and 6) high regulatory risk inherent to the debt collection business. With the issuance, PRA will improve its liquidity profile by eliminating its near-term maturities and extending the weighted average profile of its liability stack. The coupon on the new $350 million notes will likely be meaningfully higher than on its existing debt given prevailing market conditions (PRA's $345 million convertible notes maturing in June 2023 carry a coupon of 3.5%, while PRA's 8-year $350 million notes issued in September 2021 bear a coupon of 5%). A higher coupon rate on the new notes will result in higher interest expense and will therefore impact the company's profitability. Based on preliminary results for the full year of 2022, disclosed by PRA at the time of the offering announcement, Moody's expects the company's Debt/EBITDA leverage to increase to 2.2x-2.4x from 2.1x at September 30, 2022 (based on annualised EBITDA for the first nine months in 2022) and 2.0x at year-end 2021. The expected increase in leverage is mainly driven by lower EBITDA due to continued decline in collections, as a result of lower portfolio purchases in prior periods and increased consumer spending after the pandemic. Positively, PRA's portfolio purchases increased during 4Q 2022, which will translate into higher portfolio income and collections in future periods. The Ba2 rating of PRA's guaranteed senior unsecured notes reflects their priorities of claims and asset coverage in the company's current liability structure. RATINGS OUTLOOK The outlook on PRA is stable, reflecting Moody's expectations that the company's profitability, interest coverage and leverage metrics will remain sound, notwithstanding the recent weakening in earnings and EBITDA due to lower portfolio purchases in recent quarters, which Moody's expects to reverse within the next 12 months as the supply of nonperforming loan portfolios increases. While deteriorating economic conditions will likely reduce consumer debt servicing ability and lead to a slowdown of collections and lower profitability, Moody's expects that any resulting negative impact will be at least partially offset by higher levels of portfolio income from increased portfolio investments. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS PRA's CFR could be upgraded if the company: 1) continues to demonstrate strong financial performance, with consistently solid profitability and improved cash flows, while maintaining low leverage and solid capitalisation; 2) further improves its liquidity and funding profile, as evidenced by further reduction in its reliance on credit facilities and additional laddering of debt maturities; 3) diversifies its geographic mix, which would reduce its exposure to the regulatory risk in a given region; and 4) diversifies its product offering mix to include revenue sources from capital-light fee-based businesses. PRA's CFR could also be upgraded if Moody's deems that the operating environment for debt purchasers has improved. Finally, PRA's debt ratings could be upgraded in the event of a material reduction if the amount of credit facilities relative to senior unsecured debt outstanding. PRA's CFR could be downgraded in case of: 1) meaningful and sustained deterioration in the company's profitability and cash flows; 2) increase in leverage, on a sustained basis, to above 3x Debt/EBITDA leverage; 3) substantial erosion in capitalisation; 4) failure to maintain adequate committed revolving borrowing availability, or if liquidity otherwise materially weakens; and 5) a regulatory development in a country to which the company has significant business exposure that would as a result significantly impact the company's franchise. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. QHC FACILITIES: Unsecureds to Recover 12%-16% in Liquidating Plan ----------------------------------------------------------------- QHC Facilities, et al., and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the Southern District of Iowa a Disclosure Statement with respect to Joint Plan of Liquidation dated January 19, 2023. QHC Facilities was formed in 2008 to acquire the business operations and assets of Quality Healthcare Specialists ("QHS") in May 2011. QHC was headquartered in Clive, Iowa and employed approximately 300 people. Altogether, QHC operated 8 skilled nursing facilities (the "Skilled Nursing Facilities") and 2 assisted living facilities (the "Assisted Living Facilities") comprising nearly 750 licensed beds/units across Iowa. QHC offered the following suite of services: (i) skilled nursing, (ii) restorative nursing, (iii) respite care, (iv) physical therapy, (v) long term care, (vi) occupational therapy, (vii) hospice care, (viii) dementia care, (ix) Alzheimer's care, and (x) rehabilitation therapy. On September 23, 2022, the Debtors filed a new sale motion seeking authority, among other things, to sell substantially all assets of the Debtors to Blue Care (the "New Sale Motion"). The Court entered a final order approving the sale to Blue Care in accordance with the asset purchase agreement dated as of March 25, 2022 ("APA"), the First Amendment to the APA dated September 9, 2022 ("First Amendment"), and the Second Amendment to the APA, dated October 7, 2022 ("Second Amendment,") (the APA together with the First and Second Amendment and any and all schedules, exhibits, and ancillary documents related thereto, shall be referred to herein collectively as the "Blue Care APA"). Pursuant to the Blue Care APA, Blue Care purchased the assets for $4.5 million, provided a $2 million dollar note to the Debtors, assumed the Assumed Liabilities, including but not limited to the following: (i) all amounts under the Management Agreement, the Cure Amounts (as defined in the Blue Care APA) (subject to certain exceptions), (iii) pre-closing insurance policies, (iv) Accrued PTO (as defined in the Blue Care APA), (v) payment in lieu of QAAF. The sale to Blue Care closed on November 14, 2022. The primary objectives of the Plan are to: (i) transfer the Debtors' remaining assets to a Liquidation Trust charged with liquidating the assets transferred to it, reconciling Claims, prosecuting Causes of Action for the benefit of Creditors and making distributions to holders of Allowed Claims; and (ii) maximize value to all Creditor groups on a fair and equitable basis under the priorities established by the Bankruptcy Code, applicable law and the Plan. Class 4 consists of General Unsecured Claims. The holder of an Allowed General Unsecured Claim shall receive, in full and complete settlement, satisfaction and discharge of such Allowed Claim, (i) on the First Distribution Date, after full satisfaction of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, Allowed Secured Tax Claims, and Allowed Other Secured Claims, its Pro Rata Share of Available Cash, and (ii) on each Subsequent Distribution Date, and the Final Distribution Date, its Pro Rata Share of Available Cash; provided, however, that the aggregate distributions received pursuant to the Plan shall not exceed the amount of Allowed General Unsecured Claims plus, if applicable, Post-petition Interest thereon. General Unsecured Claims asserted against the Estates totaled approximately $11 - $15 million, based upon the Schedules and Statements and the proofs of claim filed by the proof of claim bar date. This Class will receive a distribution of 12%-16% of their allowed claims. Class 4 is impaired by the Plan. Class 6 consists of Claims of any Debtor against another Debtor. On the Effective Date, all Intercompany Claims shall be extinguished. Holders of Intercompany Claims will receive no distributions under the Plan. Class 6 is impaired by the Plan. Class 7 consists of equity interests in any of the Debtors. On the Effective Date, all Equity Interests shall be extinguished and cancelled. Holders of Equity Interests will receive no distributions or other recovery under the Plan. Class 7 is impaired by the Plan. The Plan will be funded by the orderly liquidation of all remaining property of the Estate (including recoveries from Causes of Action) as well as from amounts received under the Blue Care APA and Blue Care Sale Order. Distributions will be made from the Liquidation Trust after the Effective Date or as soon as reasonably practicable after the Effective Date under the terms of the Plan and the Liquidation Trust Agreement. The Plan constitutes a liquidating chapter 11 plan for the Debtors. The Plan provides for the substantive consolidation of the Debtors' Assets and liabilities for purposes of the Plan, including all distributions hereunder. The Plan contemplates the creation of a Liquidation Trust, which will be administered by the Liquidation Trustee. The Liquidation Trustee will, among other things, liquidate the Debtors' remaining Assets, evaluate, pursue or settle potential Causes of Action, as appropriate, review the universe of Claims in these Chapter 11 Cases, fix the Allowed amount of those Claims, and then make distributions to the Liquidation Trust Beneficiaries. Once the Liquidation Trustee liquidates all Assets, fixes all Claims, and conveys all distributions, the Liquidation Trustee will dissolve the Liquidation Trust pursuant to the terms of the Plan. A full-text copy of the Disclosure Statement dated January 19, 2023 is available at https://bit.ly/3WB4CNt from PacerMonitor.com at no charge. Co-Counsel to the Debtors: Jeffrey D. Goetz, Esq. Krystal R. Mikkilineni, Esq. Bradshaw Fowler Proctor & Fairgrave P.C. 801 Grand Avenue, Suite 3700 Des Moines, IA 50309-8004 Phone: 515-246-5817 Fax: 515-246-5808 Email: goetz.jeffrey@bradshawlaw.com mikkilineni.krystal@bradshawlaw.com - and - Krystal R. Mikkilineni, Esq. Dentons Davis Brown, P.C. The Davis Brown Tower 215 10th Street, Suite 1300 Des Moines, IA, 50309 Phone: +1 515 288 2500 Fax: +1 515 243 0654 Counsel to the Official Committee of Unsecured Creditors: Francis J. Lawall, Esq. Troutman Pepper Hamilton Sander LLP 3000 Two Logan Square Philadelphia, PA 19103-2799 Tel: (215) 981-4481 Fax: (215) 689-4693 Email: Francis.lawall@troutman.com - and - Robert C. Gainer, Esq. Cutler Law Firm, P.C. 1307 50th St. Wes Des Moines, IA 50266 Tel: (512) 223-6600 Fax: 515-223-6787 About QHC Facilities Clive, Iowa-based QHC Facilities, LLC, operates eight skilled nursing facilities. The facilities include Crestview Acres in Marion as well as in Tama, Madison, Humboldt, Jackson, Webster and Polk counties and two assisted living centers. Collectively, the facilities have a maximum capacity of more than 700 residents. The company employs roughly 300 full-time and part-time workers. QHC Facilities and its affiliates filed petitions for Chapter 11 protection (Bankr. S.D. Iowa Lead Case No. 21-01643) on Dec. 29, 2021. The affiliates are QHC Management LLC, QHC Mitchellville LLC, QHC Crestridge LLC, QHC Humboldt North LLC, QHC Winterset North LLC, QHC Madison Square LLC, QHC Humboldt South LLC, QHC Villa Cottages LLC, QHC Fort Dodge Villa LLC, and QHC Crestview Acres Inc. QHC Facilities reported $1 million in assets and $26.3 million in liabilities as of the bankruptcy filing. Judge Anita L. Shodeen oversees the cases. Bradshaw Fowler Proctor & Fairgrave, PC and Dentons Davis Brown, P.C. are the Debtors' bankruptcy counsels. Newmark Real Estate of Dallas, LLC, and Gibbins Advisors, LLC, serve as the Debtors' investment banker and restructuring advisor, respectively. The U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Troutman Pepper Hamilton Sanders, LLP and Cutler Law Firm, P.C. serve as the committee's lead bankruptcy counsel and local counsel, respectively. ROCKLEY PHOTONICS: Unsecureds be Paid in Full or be Reinstated -------------------------------------------------------------- Rockley Photonics Holdings Limited filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement for the Prepackaged Chapter 11 Plan of Reorganization dated January 23, 2023. The Company specializes in the research and development of integrated silicon photonics chipsets. The Plan provides for a comprehensive recapitalization of the Prepetition Notes Claims, anchored by the Prepetition Noteholders' commitment to equitize their outstanding debt and fund approximately $35 million of new money to the Debtor on the Effective Date, which will substantially deleverage the Debtor's capital structure, increase liquidity, and is designed to ensure the future viability of the Company. The Prepetition Noteholders' commitment is divided between $20.7 million in Exit Financing (including the conversion of $5.08 million of Allowed Super Senior Notes Claims into the Exit Financing) and the Prepetition Noteholder Private Placement for the purchase of $20 million of Reorganized Rockley Equity to increase the Debtor's liquidity. The Debtor is confident that the negotiated path forward will preserve the going-concern value of the Debtor's business, preserve the jobs of the Company's employees, and maximize the value of the Debtor for the benefit of all stakeholders. Following extensive due diligence and arm's length, good faith negotiations, the Debtor and the Prepetition Noteholders have agreed to the terms of the Restructuring Transactions embodied in the Plan. The Plan contemplates a comprehensive reorganization that will result in a substantial deleveraging of the Debtor’s balance sheet. The Plan contemplates a conversion of the outstanding Prepetition Notes into 100% of Reorganized Rockley Equity, subject to dilution by the Management Incentive Plan and the Prepetition Noteholder Private Placement. The Plan also contemplates that the Debtor will conduct a Prepetition Noteholder Private Placement for the purchase of $20 million of Reorganized Rockley Equity. Specifically, pursuant to the Plan, the Debtor's stakeholders will receive the following recoveries, among others: * Each Holder of an Allowed Super Senior Notes Claim will receive (i) its Pro Rata share and interest in a distribution of Reorganized Rockley Equity (subject to dilution by the Management Incentive Plan and the Prepetition Noteholder Private Placement) which will constitute 74.65% of Reorganized Rockley Equity; (ii) its Pro Rata share of $5.08 million of the Exit Financing; and (iii) the right to participate in the Prepetition Noteholder Private Placement to acquire its Pro Rata share of up to 74.65% of $20 million of Reorganized Rockley Equity at a 20% discount to Agreed Equity Value. * Each Holder of an Allowed Existing Notes Claim will receive (i) its Pro Rata share and interest in a distribution of Reorganized Rockley Equity (subject to dilution by the Management Incentive Plan and the Prepetition Noteholder Private Placement) which will constitute 25.35% of Reorganized Rockley Equity; and (ii) the right to participate in the Prepetition Noteholder Private Placement to acquire its Pro Rata share of up to 25.35% of $20 million of Reorganized Rockley Equity at a 20% discount to Agreed Equity Value. * Each Holder of an Allowed General Unsecured Claim will receive (i) payment in full in Cash of the amount of its Allowed General Unsecured Claim plus postpetition interest to the extent necessary under applicable law to render such Unsecured Claim Unimpaired on the later of (A) the Effective Date and (B) the date such Allowed General Unsecured Claim becomes payable in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim; (ii) Reinstatement of such Allowed General Unsecured Claim, or (iii) such other treatment rendering its Allowed General Unsecured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code. * Each Holder of an Allowed Intercompany Claim will, at the Debtor's election with the consent of the Prepetition Noteholders, have its Claim Reinstated, converted to equity, or extinguished, compromised, addressed, setoff, cancelled, or settled, potentially without any distribution on account of such Claims. * Each Holder of an Allowed Interest in the Debtor will have its Interest cancelled and extinguished as of the Effective Date and will not receive any distribution on account of such Interest. * Each Holder of an Allowed 510(b) Claim will have its claim discharged and extinguished and will not receive or retain any property under the Plan on account of such Section 510(b) Claim. Class 5 consists of General Unsecured Claims. Each such Holder shall receive, at the election of the Debtor (with the consent of the Prepetition Noteholders) (i) payment in full in Cash of the amount of its Allowed General Unsecured Claim plus postpetition interest to the extent necessary under applicable law to render such Unsecured Claim Unimpaired on the later of (A) the Effective Date and (B) the date such Allowed General Unsecured Claim becomes payable in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim; (ii) Reinstatement of such Allowed General Unsecured Claim, or (iii) such other treatment rendering its Allowed General Unsecured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code. The allowed unsecured claims total $420,316. This Class will receive a distribution of 100% of their allowed claims. Class 6 consists of Intercompany Claims. On the Effective Date, all Intercompany Claims shall, at the Debtor's election with the consent of the Prepetition Noteholders, be Reinstated, converted to equity, or extinguished, compromised, addressed, setoff, cancelled, or settled, potentially without any distribution on account of such Claims. Class 7 consists of Interests in the Debtor. On the Effective Date, all Allowed Interests in the Debtor shall be cancelled, extinguished, and released, as of the Effective Date. The Debtor shall fund distributions under the Plan, as applicable, with (1) the issuance of the Reorganized Rockley Equity; (2) proceeds from issuance of the Exit Financing; (3) proceeds from issuance of the Reorganized Rockley Equity pursuant to the Prepetition Noteholder Private Placement; and (4) Cash on hand. A full-text copy of the Disclosure Statement dated January 23, 2023 is available at https://bit.ly/3JdmoDc from PacerMonitor.com at no charge. Proposed Counsel for the Debtor: PILLSBURY WINTHROP SHAW PITTMAN LLP John A. Pintarelli, Esq. Dania Slim, Esq. Kwame O. Akuffo, Esq. Alana A. Lyman, Esq. 31 West 52nd Street New York, NY 10019-6131 Phone: (212) 858-1000 Fax: (212) 858-1500 Email: john.pintarelli@pillsburylaw.com dania.slim@pillsburylaw.com kwame.akuffo@pillsburylaw.com alana.lyman@pillsburylaw.com PILLSBURY WINTHROP SHAW PITTMAN LLP Joshua D. Morse, Esq. Jonathan Doolittle, Esq. Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998 Phone: (415) 983-1000 Fax: (415) 983-1200 Email: joshua.morse@pillsburylaw.com jonathan.doolittle@pillsburylaw.com About Rockley Photonics Rockley Photonics Holdings Limited specializes in the research and development of integrated silicon photonics chipsets. The Company has developed a ground-breaking versatile, application specific, third generation silicon photonics platform specifically designed for the optical integration challenges facing numerous mega-trend markets. The Company has partnered with multiple tier-1 customers across markets to deliver complex optical systems required for transformational sensors, communications, and medical product realization. Rockley Photonics filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y Case No. 23 10081) on Jan. 23, 2023. In the petition signed by Richard A. Meier, chief executive officer, the Debtor disclosed $90,880,000 in assets and $120,733,000 in liabilities. The Debtor tapped PILLSBURY WINTHROP SHAW PITTMAN LLP as bankruptcy counsel; JEFFERIES LLC as investment banker; and ALVAREZ & MARSAL, LLC as financial advisor. WALKERS LAW FIRM is the Cayman Islands counsel. KROLL, LLC, is the claims agent. ROYAL BLUE REALTY: May Use $98,135 of Cash Collateral Thru April 3 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York authorized Royal Blue Realty Holdings, Inc. to continue using cash collateral on a further interim basis in accordance with the budget, with a 10% variance. Specifically, the Debtor is authorized to use up to $98,135, covering the period from February 1 through April 30, 2023. This amount includes $90,738 in payments reimbursed by Comm-U. Deutsche Bank National Trust Company may assert an interest in the cash collateral. DB is the Trustee for American Home Mortgage Asset Trust 2006-6 Mortgage-Backed Pass-Through Certificates, Series 2006-6; or Deutsche Bank National Trust Company as Trustee for American Home Mortgage Asset Trust 2007-1 Mortgage-Backed Pass-Through Certificates, Series 2007-1. DB asserts mortgage liens on and security interests in the Debtor's nine residential apartments comprised of tax lots in Block 604 and the rents or other proceeds derived from those apartments, including funds collected by Elaine Shay, the state court appointed receiver. The Debtor materially disputes DB's mortgage interests as well as any other interests DB may assert in any of the Debtor's assets including but not limited to the Prepetition Collateral and the cash collateral, respectively. As adequate protection for the Debtor's use of cash collateral, DB is granted valid, binding, enforceable, and automatically perfected post-petition liens on all property, whether now owned or hereafter acquired or existing and wherever located, of the Debtor and the Debtor's estate. DB's replacement liens include avoidance actions under Chapter 5 of the Bankruptcy Code. As additional adequate protection, the Debtor will, among other things, maintain all of its insurance policies in full force and effect, and will make timely payments of all property taxes and common charges relating to the prepetition collateral. Unless extended further with the written consent of DB or by order of the Court; the authorization granted to the Debtor to use cash collateral under the Eleventh Interim Order will terminate immediately upon the earliest to occur of the following: (i) April 30, 2023; (ii) the entry of an order dismissing the Case; (iii) the entry of an order converting the Case to a case under Chapter 7; (iv) the entry of an order appointing a trustee or an examiner with expanded powers with respect to the Debtor's estate; (v) entry of an order reversing, vacating, or otherwise amending, supplementing, or modifying the Order, (vi) entry of an order granting relief from the automatic stay to any creditor (other than DB) holding or asserting a lien in the Prepetition Collateral, or (vii) the Debtor's breach or failure to comply with any material term or provision of this Eleventh Interim Order after receipt of no less than five business days' notice to cure. A final hearing on the matter is scheduled for April 18 at 10 a.m. A copy of the stipulated order is available for free at https://bit.ly/3XH8m0A from PacerMonitor.com. About Royal Blue Realty Holdings Royal Blue Realty Holdings, Inc., holding business at 162-174 Christopher Street, New York, NY, is primarily engaged in renting and leasing real estate properties. Royal Blue filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 21-10802) on April 26, 2021. As of the Petition Date, the Debtor estimated between $1 million to $10 million in assets, and between $10 million to $50 million in liabilities. The petition was signed by Andrew Nichols, chief restructuring officer. Davidoff Hutcher & Citron LLP represents the Debtor as counsel. Judge Hon. Lisa G. Beckerman oversees the case. Elaine Shay was appointed as temporary receiver with respect to the Debtor by order of the Supreme Court of New York on March 9, 2021. RUBY PIPELINE: Davis Polk Advised Noteholders in Chapter 11 Case ---------------------------------------------------------------- Davis Polk advised an ad hoc group of noteholders holding approximately $422 million or 89% of the face amount of Ruby Pipeline, LLC's $475 million unsecured notes in connection with Ruby's chapter 11 case. Davis Polk also advised the indenture trustee for the notes. On January 13, 2023, the United States Bankruptcy Court for the District of Delaware approved Ruby's chapter 11 plan, which provided for the sale of Ruby's pipeline assets to Tallgrass MLP Operations for approximately $282.5 million in cash, the settlement of fraudulent transfer claims against Ruby's equity sponsors for $135 million in cash and the payment in full in cash of all notes claims, including post-petition interest at the contractual rate plus fees and expenses. Ruby filed a voluntary chapter 11 petition in the Bankruptcy Court on March 31, 2022. Shortly thereafter, the indenture trustee, the ad hoc group and the official committee of unsecured creditors filed a motion seeking to terminate Ruby's exclusive period to file a plan, which was contested by the debtor and ultimately resolved consensually by a case protocol that imposed certain milestones with respect to a sale process and plan confirmation process. In November 2022, Ruby sought Bankruptcy Court approval to enter into a stalking horse purchase agreement with and grant bid protections to EP Ruby, LLC, the debtor's existing operator and common equity owner, which would acquire the reorganized equity of Ruby for $236 million. Davis Polk, in conjunction with counsel to the creditors committee, was successful in objecting to the designation of EP Ruby as stalking horse purchaser, which would not have provided sufficient consideration to pay post-petition interest on the notes. That paved the way to a competitive auction at which Tallgrass prevailed by offering an additional $46.5 million in consideration. Based in Houston, Texas, Ruby owns and facilitates the operation of a 683-mile-long natural gas pipeline, spanning from the Rockies hub of Opal, Wyoming, to the Malin Hub in Malin, Oregon. The Davis Polk restructuring team included partners Damian S. Schaible and Darren S. Klein, counsel Aryeh Ethan Falk and associates Samuel Wagreich, Jarret Erickson, David Kratzer and Sophy Ma. The litigation team included partner Elliot Moskowitz, counsel Marc J. Tobak and associates Tess Liegeois and Nicholas D'Angelo. Partner Patrick E. Sigmon and counsel Leslie J. Altus provided tax advice. Partner Leonard Kreynin provided corporate advice. All members of the Davis Polk team are based in the New York office. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Ruby Pipeline Ruby Pipeline, LLC, a Houston-based natural gas pipeline company, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 22-10278) on March 31, 2022. In the petition filed by Will W. Brown, as commercial vice-president, Ruby Pipeline listed $500 million to $1 billion in both assets and liabilities. Judge Craig T. Goldblatt oversees the case. Richards, Layton & Finger, P.A., and Weil Gotshal & Manges, LLP are the Debtor's bankruptcy counsels while PJT Partners, LP, is the investment banker. Kroll Restructuring Administration, LLC, formerly known as Prime Clerk, LLC, is the claims and noticing agent and administrative advisor. Counsel to the Ad Hoc Group and Special Counsel to the Indenture Trustee are Morris, Nichols, Arsht & Tunnell LLP, and Davis Polk & Wardwell LLP. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on April 19, 2022. Brown Rudnick, LLP and Benesch, Friedlander, Coplan & Aronoff LLP serve as the committee's bankruptcy counsel and Delaware counsel, respectively. S-EVERGREEN HOLDING: S&P Affirms 'B' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Bellevue Wash.-based thrift retailer S-Evergreen Holding Corp. (Savers). At the same, S&P assigned its 'B' issue-level and '3' recovery ratings to the company's proposed senior secured notes. S&P said, "The increase in senior secured debt outstanding in its capital structure under our simulated default scenario leads us to revise our rounded recovery estimate on the company's first-lien term loan to 50% from 55%. The 'B' issue-level rating and '3' recovery rating are unchanged. "The stable outlook reflects our expectation for continued good operating performance, leading to adjusted leverage sustained in the 4x area. "The rating affirmation reflects Savers' increased leverage pro forma for the proposed transaction and our expectation for continued EBITDA expansion. Savers is issuing $500 million of senior secured notes to repay $245 million of its existing term loan facility and pay a $230 million dividend and $21 million one-time employee bonus. Notwithstanding the incremental debt associated with the transaction, which adds roughly half a turn of leverage, we forecast S&P Global Ratings-adjusted leverage of low-4x in fiscal 2023, declining to high-3x in fiscal 2024 on EBITDA expansion. Savers reported a marked expansion in profitability since prior to the pandemic, including our expectation for S&P Global Ratings-adjusted EBITDA margins of about 25% in fiscal 2022 compared with 14.4% in fiscal 2019. Notably, the company remains somewhat insulated from broader retail challenges such as supply chain constraints and excess inventory given its domestic supply chain consisting of secondhand goods. We forecast margins will remain around 25% over the next two years as operating efficiencies and sales leverage offset rising labor costs and a moderation in on-site donations (OSD) mix, which provides goods at one-third the cost of those sourced from non-profit partners (NPPs). Savers continues to demonstrate resilient comparable store sales growth across geographies. The company reported comparable sales growth of 4.6% and 33.4% in its U.S. and Canadian segments, respectively, for the nine months ended Oct. 1, 2022, relative to the prior year period. S&P said, "We believe the sales strength reflects consumers' increasing adoption of thrift, as well as the company's compelling value proposition. As such, we expect consolidated revenue to increase in the high-teens percentage area in fiscal 2022, supported by full-year revenue contribution from the acquired 2nd Ave units and about eight new store openings at existing banners." S&P said, "While we anticipate its value proposition will continue to benefit the company in an elevated inflationary environment, Savers competes against much larger nonprofit organizations and discounters with greater resources and more stable supply chains. Its merchandising strategy of sourcing apparel and hard goods from nonprofit partners and on-site donations introduces uncertainty into its business model. "We forecast annual free operating cash flow (FOCF) of $20 million-$40 million as Savers heightens capital spending for growth and business improvement initiatives. We anticipate the company will use excess cash for growth initiatives. Specifically, we expect the company to open at least 15-20 stores annually, balanced across geographies. We also anticipate Savers will continue to prioritize building centralized processing centers (CPCs), while meaningfully expanding its network of GreenDrop donation sites. "The stable outlook reflects our expectation that management will continue to successfully execute its operational initiatives and growth plans, leading to adjusted margins in the mid-20% area and leverage in the low-4x area over the next 12 months." S&P could lower the rating if Savers sustains leverage above the mid-5x area with minimal FOCF generation. This could occur if: -- EBITDA margins contract more than 300 basis points due to operational setbacks, a less favorable shift in donation mix, or inflationary pressures; or -- The company adopts a more aggressive financial policy. S&P could raise the rating if: -- Savers executes on strategic initiatives leading to continued strong operating performance, including adjusted EBITDA margins sustained in the low- to mid-20% area. This could occur from continued positive sales trends, sustained OSD growth, and execution of strategic initiatives; -- The company meaningfully expands its scale and breadth of operations so that it reduces the risk of profit volatility in pressured macroeconomic and operating environments; and -- S&P believes the company will maintain a less aggressive financial policy such that the risk of releveraging is low under the sponsor-ownership structure, and leverage remains around 4x. ESG credit indicators: E-2, S-2, G-3 Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. S&P believes Savers' highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. S2 ENERGY: Court OKs Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Louisiana authorized S2 Energy Operating, LLC; Krewe Energy, LLC; S2 Energy 1, LP; and Krewe-TBay, LLC to use cash collateral on an interim basis in accordance with the budget, with a 20% variance. The Debtors require the use of cash collateral to avoid irreparable harm. The secured creditors of the Debtors consist of CRC Krewe Energy AIV, LLC (in the case of Krewe) and various creditors who assert a lien against certain assets of a Debtor pursuant to the Louisiana Oilfield Well Lien Act. The Court held that, in the event the Debtors' use of cash which may constitute cash collateral is terminated, the Debtors are authorized after termination to continue to use cash which may constitute cash collateral to pay any expenses pursuant to the Budgets that were incurred prior to the termination of the use of cash which may be cash collateral. To protect against any diminution in value of cash collateral, to the extent that the Secured Creditors are legally entitled to such protection under the Bankruptcy Code, the Secured Creditors will have a super-priority administrative expense claim in the case in which they possess a secured claim in the amount of such diminution in the value of their collateral and for the Debtors use of the UCC collateral as provided in and to the extent required by sections 503(b) and 507(b) of the Bankruptcy Code, subject and subordinate only to the Carve-Out. As additional adequate protection for any diminution in value of cash collateral, the Secured Creditors are granted, effective immediately, subject to the entry of the Final Order, and without the necessity of the execution by the Debtors of financing statements, mortgages, security agreements, or otherwise, replacement and continued security interests in and liens on the post-petition Date assets of a Debtor and its estate on which and to the extent that the Secured Creditors held valid and perfected liens as of the Petition Date and all proceeds, rents and products of all of the foregoing and all distributions thereon with the same validity, perfection, priority, and extent which existed prior to the Petition Date, and subject to (a) the Carve-Out and (b) valid, perfected, enforceable and nonavoidable liens and security interests granted by law or by the Debtors to any person or entity that were superior in priority to the prepetition security interests and liens held by the Secured Creditors, and only to the extent such prepetition senior liens are not otherwise subject to avoidance or subordination, which Adequate Protection Liens are granted to secure the amount (if any) of any Super-priority Claim. The Adequate Protection Liens and Super-priority Claims granted to the Secured Creditors and any other lender claiming an interest in the Debtors' cash which may constitute cash collateral or for the use of UCC Collateral is subject to the right of payment of unpaid fees, expenses and costs, of the following: (a) Court costs and U.S. Trustee's fees; and (b) $100,000 for all professionals retained by the Debtors and any official committee of unsecured creditors or other similar committee appointed by the Bankruptcy Court. A further hearing on the matter is set for February 15 at 1 p.m. A copy of the order is available at https://bit.ly/3XyhFk4 from PacerMonitor.com. About S2 Energy Operating LLC S2 Energy Operating LLC is engaged in the acquisition, exploitation and development of creative business ventures within the shallow waters of the Gulf of Mexico and onshore south Louisiana. S2 Energy Operating, LLC, along with affiliates Krewe Energy, LLC, S2 Energy 1, LP, and Krewe-TBay, LLC, sought Chapter 11 bankruptcy protection (Bankr. E.D. La. Lead Case No. 23-10066) on Jan. 17, 2023. In the petition filed by Barry R. Salsbury, as manager, SEO reported assets and liabilities between $1 million and $10 million. Judge Meredith S. Grabill oversees the case. The Debtors are represented by Douglas S. Draper, Esq., at Heller, Draper & Horn L.L.C. SAFETY FIRST EXPRESS: Seeks to Hire C. Taylor Crockett as Counsel ----------------------------------------------------------------- Safety First Express, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire C. Taylor Crockett, PC to serve as legal counsel in its Chapter 11 case. The firm will be paid at the rate of $425 per hour and reimbursed for out-of-pocket expenses incurred. The retainer fee is $18,000. C. Taylor Crockett, Esq., disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: C. Taylor Crockett, Esq. C. Taylor Crockett, PC 2067 Columbiana Road Birmingham, AL 35216 Tel: (205) 978-3550 Email: taylor@taylorcrockett.com About Safety First Express Safety First Express, LLC, a company in Anniston, Ala., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-40044) on Jan 13, 2023. In the petition signed by its managing member, Theron S. Johnson, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge James J. Robinson presides over the case. C. Taylor Crockett, Esq., at C. Taylor Crockett, P.C. represents the Debtor as counsel. SAVVA HOLDINGS: Bid to Use Cash Collateral Denied ------------------------------------------------- The U.S. Bankruptcy Court of the Central District of California, Los Angeles Division, denied the Motion for Order Authorizing Interim Use of Cash Collateral filed by SAVVA Holdings Inc. to use cash collateral for the reasons stated on the record at the hearing. AFC CAL, LLC and HFC Acceptance, LLC have objected to the Debtor's request. As previously reported by the Troubled Company Reporter, the Debtor needs access to cash collateral to pay the reasonable expenses it incurs during the ordinary course of its business. The Debtor blamed the bankruptcy filing on uncollected revenue that has been assigned to third party collection companies in an approximate amount of $150,000, delayed payments on fleet damage claims in an amount exceeding $200,000 -- approximately 80 open claims with several carriers, including credit card insurers, personal auto insurance companies, and third party travel insurance carriers -- and HFC's request that SAVVA catch up on past due payments in an amount greater than $106,000 on or before January 10, 2023, or face repossession of the fleet securing HFC's claim, which would have destroyed the Debtor's business and cause it to shut down. As a result, SAVVA was forced to file an emergency Chapter 11 petition to avoid repossession of its fleet, get a breathing spell and work with counsel to put together a reorganization plan. A copy of the order is available at https://bit.ly/3iTiQvo from PacerMonitor.com. About SAVVA Holdings, Inc. SAVVA Holdings, Inc.is a passenger vehicle rental company 5 operating in the Los Angeles Airport vicinity. SAVVA started as a neighborhood car rental operation in Gardena, California, in December 2020. Ever since its incorporation, SAVVA has acquired approximately 110 vehicles and vehicle usage rights for its operation. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10135) on January 10, 2023. In the petition signed by Nikita Gromyko, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Deborah J. Saltzman oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is the Debtor's legal counsel. SERTA SIMMONS: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Serta Simmons Bedding, LLC 2451 Industry Avenue Doraville, Georgia 30360 Business Description: The Debtors, together with their non-debtor affiliates, are manufacturers and marketers of bedding products in North America, operating various bedding manufacturing facilities across the United States and Canada. Chapter 11 Petition Date: January 23, 2023 Court: United States Bankruptcy Court Southern District of Texas Fourteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Serta Simmons Bedding, LLC (Lead Debtor) 23-90020 Dawn Intermediate, LLC 23-90019 Dreamwell, Ltd. 23-90024 National Bedding Company L.L.C. 23-90022 Serta International Holdco, LLC 23-90021 Simmons Bedding Company, LLC 23-90027 SSB Hospitality, LLC 23-90025 SSB Logistics, LLC 23-90026 SSB Manufacturing Company 23-90018 SSB Retail, LLC 23-90030 The Simmons Manufacturing Co., LLC 23-90023 Tomorrow Sleep LLC 23-90029 Tuft & Needle, LLC 23-90028 World of Sleep Outlets, LLC 23-90031 Judge: Hon. David R. Jones Debtors' Counsel: Gabriel A. Morgan, Esq. Stephanie N. Morrison, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Tel: (713) 546-5000 Fax: (713) 224-9511 Email: Gabriel.Morgan@weil.com Stephanie.Morrison@weil.com - and - Ray C. Schrock, Esq. Alexander W. Welch, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: Ray.Schrock@weil.com Alexander.Welch@weil.com Debtors' Investment Banker: EVERCORE GROUP L.L.C. 55 East 52nd Street New York, New York 10055 Debtors' Financial Advisor: FTI CONSULTING, INC. 227 West Monroe Street Suite 900 Chicago, Illinois 60606 Debtors' Claims, Noticing & Solicitation Agent: EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue New York, New York 10017 Debtors' Audit & Tax Services Advisor: PRICEWATERHOUSECOOPERS LLP 191 Peachtree Street Suite 2000 Atlanta, Georgia 30303 Estimated Assets (on a consolidated basis): $1 billion to $10 billion Estimated Liabilities (on a consolidated basis): $1 billion to $10 million The petitions were signed by John Linker, chief financial officer, treasurer and assistant secretary. Full-text copies of three of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MX5Q2KQ/Serta_Simmons_Bedding_LLC__txsbke-23-90020__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/WKQAIHA/SSB_Manufacturing_Company__txsbke-23-90018__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/WVW5LKA/Dawn_Intermediate_LLC__txsbke-23-90019__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Leggett & Platt Trade Vendor $17,398,045 Attn.: Joe Lyon 1910 Air Lane Drive Nashville, Tennessee 37210‐3810 Tel: (417) 850‐2533 Email: joe.lyon@leggett.com 2. Ergomotion Trade Vendor $7,979,721 Attn.: Johnny Griggs P.O. Box 8330 Santa Barbara, California 93118 Attn.: Johnny Griggs Tel: (805) 403‐7002 Email: jg@ergomotion.com 3. FXI Trade Vendor $6,992,025 Attn.: Corey Henige 19635 78th Avenue South Kent, Washington 98032 Phone: (908) 309‐1039 Email: chenige@fxi.com 4. C.H. Robinson Worldwide Inc. Trade Vendor $6,431,400 Attn.: Aaron Jefford 14701 Charlson Road, Suite 1400 Eden Prairie, Minnesota 55347 Phone: (814) 730‐2499 Email: ssb@chrobinson.com 5. Sinomax USA, Inc. Trade Vendor $6,028,118 Attn.: Kathy Walsh 3151 Briarpark Drive, Suite 1220 Houston, Texas 77042 Phone: (312) 953‐3498 Email: kathy.walsh@sinomax‐usa.com 6. Elite Comfort Solution Inc. Trade Vendor $5,891,807 Attn.: Controller 1115 Farrington, Street SW, Building #7 Conover, North Carolina 28613 Phone: (828) 267‐7813 Email: remit@elite‐cs.com 7. Future Foam Trade Vendor $3,540,605 Attn.: Mike Urquhart P.O. Box 1017 Omaha, Nebraska 68101‐1017 Phone: (612) 618‐5741 Email: mike.urquhart@futurefoam.com 8. XPO Logistics Trade Vendor $3,054,703 Attn.: Grace Dombroski Ellen Montgomery 4035 Piedmont Parkway High Point, North Carolina 27265 Phone: (336) 447‐2342 Email: grace.dombroski@xpo.com ellen.montgomery@xpo.com 9. Carat USA Inc. Trade Vendor $2,445,085 Attn.: Mike Gantz 500 Woodward Avenue, Floor 23 Detroit, Michigan 48226 Phone: (312) 384‐4511 Email: mike.gantz@carat.com caratssb.finance@carat.com 10. Louisville Bedding Company Trade Vendor $2,295,375 Attn.: Richard Askren 10400 Bunsen Way Louisville, Kentucky 40299‐2510 Phone: (951) 712‐8182 Email: raskren@loubed.com remittance@loubed.com 11. Piana Nonwovens, LLC Trade Vendor $2,095,662 Attn.: Andrea Piana 101 Old Mill Road, Building 300 Cartersville, Georgia 30120 Phone: (678) 665‐4433 Email: andrea@pianagroup.com ap@piananonwovens.com 12. Nationwide Marketing Trade Vendor $1,865,090 Group LLC (MM) Attn.: Lanette Holmes 110 Oakwood Drive, Suite 200 Winston Salem, North Carolina 27103 Email: lanette.holmes@nationalwidegroup.org 13. Crown Packaging Corporation Trade Vendor $1,641,366 Attn.: Andy Lewinson 17854 Chesterfield Airport Road Chesterfield, Missouri 63005 Phone: (904) 631‐1422 Email: alewinson@crownpack.com 14. Furniture Transportation Systems Trade Vendor $1,599,096 Attn.: Casey Swim 3100 Pomona Boulevard Pomona, California 9176 Phone: (909) 869‐1237 Email: cswim@kkwtrucks.com 15. Towne Realty, Inc. Trade Vendor $1,541,010 Attn.: Controller 710 N Plankinton Avenue, Suite 1000 Milwaukee, Wisconsin 53203 Phone: (414) 274‐2482 Email: townerealtynw@gmail.com 16. Barrettewood USA, Inc. Trade Vendor $1,470,939 Attn.: Joe Yurchak P.O. Box 74732 Chicago, Illinois 60694‐4732 Phone: (412) 352‐4604 Email: joe.yurchak@ebarrette.com 17. Taubensee Steel & Trade Vendor $1,374,107 Wire Company (TSW) Attn.: David Westerbeck 600 Diens Drive Wheeling, Illinois 60069 Phone: (847) 431‐7847 Email: dwesterbeck@taubensee.com tswar@taubensee.com 18. Bekaertdeslee, Inc.‐ Trade Vendor $1,287,083 Winston Salem (EDI) Attn.: Jason Warner 200 Business Park Drive Winston Salem, North Carolina 27107 Phone: (336) 413‐2739 Email: jason.warner@bekaertdeslee.com 19. Averitt Express Trade Vendor $1,237,015 Attn.: Controller 1415 Neal Street Cookeville, Tennessee 38502 Phone: (800) 283‐7488 Email: customerservice@averittexpress.com 20. Peoplescout MSP, LLC Trade Vendor $1,212,505 Attn.: Controller 1015 A Street Tacoma, Washington 98402 Email: mspaccounting@peoplescout.com 21. XXVI Holdings Inc. Trade Vendor $1,151,918 d/b/a Google LLC Attn.: Controller 1600 Amphitheatre Parkway Mountain View, California 94043 Email: collections@google.com 22. J.B. Hunt Transport Trade Vendor $1,028,931 Attn.: Controller 615 J.B. Hunt Corporate Drive Lowell, Arizona 7274 Phone: (800) 643‐3622 Email: customer.experience@jbhunt.com 23. SBL, LLC (MIB) Trade Vendor $1,023,467 Attn.: Controller 4800 S Kilbourn Avenue, Suite 1 Chicago, Illinois 6063 Phone: (800) 777‐5282 Email: lontiveros@alavason.com 24. Ryder Truck Rental, Inc. Trade Vendor $1,009,656 Attn.: Controller 11690 NW 105 Street Miami, Florida 33178 Email: arss@ryder.com 25. Carpenter Trade Vendor $998,555 Attn.: Adam Lopez 2009 Keisler Dairy Road Conover, North Carolina 28613 Phone: (804) 591‐5301 Email: adam.lopez@carpenter.com 26. Max Trans Logistics Trade Vendor $873,353 Attn.: Casey Swim 3100 Pomona Boulevard Pomona, California 91768 Phone: (909) 869‐1237 Email: cswim@kkwtrucks.com 27. SHI International Trade Vendor $859,903 Corporation d/b/a SHI Attn.: Matt Deberjeois 290 Davidson Avenue Somerset, New Jersey 08873 Phone: (512) 541‐3349 Email: matt_deberjeois@shi.com 28. Trane U.S. Inc. Trade Vendor $823,968 Attn.: Legal Department 4000 DeKalb Technology Parkway, Suite 100 Atlanta, Georgia 3034 Phone: (404) 281‐2041 Email: ehmetzger@trane.com 29. KKW Trucking Inc. Trade Vendor $818,227 Attn.: Katie Clarke 3100 Pomona Boulevard Pomona, California 91768 Phone: (909) 869‐1223 Email: kclarke@kkwtrucks.com 30. Wright of Thomasville‐ Trade Vendor $816,581 Thomasville, NC Attn.: Legal Department P.O. Box 1069 Thomasville, North Carolina 27361‐1069 Phone: (336) 472‐4200 Email: payments@wrightglobalgraphics.com SERTA SIMMONS: Commences Voluntary Chapter 11 Proceedings --------------------------------------------------------- Serta Simmons Bedding, LLC, one of the leading global sleep companies, on Jan. 23 disclosed that the company is taking steps to strengthen its financial position as it continues to support long-term growth. SSB has entered into a Restructuring Support Agreement with key financial stakeholders that will significantly reduce the company's debt and enable the company to continue making critical investments in its business and brands. To implement the restructuring contemplated by the agreement, most of SSB's U.S. corporate entities have initiated a voluntary pre-arranged court-supervised process under Chapter 11 of the U.S. Bankruptcy Code. The company is operating as normal and is serving retail partners and sleepers as usual. SSB's manufacturing facilities are fulfilling orders, and the company is continuing to work with suppliers and vendors in the ordinary course of business. SSB also has meaningful launches planned for this year from Serta and Beautyrest. "SSB has a deep heritage in providing industry-leading sleep solutions," said Shelley Huff, CEO of SSB. "With the support of key financial stakeholders, we are taking steps to strengthen our financial position. After the conclusion of this process, we will have a stronger financial foundation to drive profitable growth and continue delivering the high-quality, innovative products that our company is known for. Looking ahead, we will remain focused on launching new innovations, further building a high-performing and resilient supply chain and expanding the commercial side of our business to meet demand for our trusted brands and products." "We thank our retail partners and suppliers for their continued support as we move forward with this process," added Ms. Huff. "We are also grateful to our associates for their continued commitment to executing on our mission to help people sleep better so they can live healthier lives." Additional Information about the Restructuring Support Agreement and the Court-Supervised Process The Restructuring Support Agreement has been agreed to by approximately 81% of the company's first lien, first out priority term loan lenders and approximately 77% of its first lien, second out priority term loan lenders (collectively, the "consenting creditors"), as well as a majority of SSB's existing equity holders (the "consenting equity"). To implement the terms of the Restructuring Support Agreement, including a comprehensive balance sheet restructuring pursuant to a pre-arranged Chapter 11 plan of reorganization that is attached as an exhibit to the Restructuring Support Agreement, SSB and most of its U.S. corporate entities filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the "Court"). The filings do not include SSB's Canadian or Puerto Rican operations. The restructuring will substantially reduce the company's funded debt from approximately $1.9 billion to approximately $300 million and enable the company to continue making critical investments in its business and brands. The company has received a commitment for a $125 million exit ABL Credit Facility available upon SSB's emergence from Chapter 11. The company has also obtained a debtor-in-possession financing in the form of a $125 million ABL Credit Facility. Upon Court approval, the new financing, along with approximately $170 million of cash on hand as of the filing date, and cash generated from the company's ongoing operations, will be used to support the business during the court-supervised process. SSB has filed a number of customary "first day" motions seeking Court approval to support its operations during the court-supervised process, including the continued payment of employee wages and benefits without interruption, as well as the continued support of its customer programs and consumer product warranties. The company is also seeking Court permission to pay suppliers, either during the Chapter 11 process or upon emergence from it, for goods and services that were provided prior to the bankruptcy filing date. The company expects business to continue as usual throughout the process and trade vendors and suppliers will be paid in full under normal terms for goods and services provided on or after the filing date. Additional information regarding the court-supervised process is available on SSB's restructuring website, www.SSBRestructuring.com. Court filings and other information related to the proceedings are available on a separate website administrated by the company's claims agent, Epiq, at https://dm.epiq11.com/sertasimmons; by calling Epiq toll-free at 877-618-5414, or 503-966-3043 for calls originating outside of the U.S.; or by emailing sertasimmonsinfo@epiqglobal.com. Weil, Gotshal & Manges LLP is serving as SSB's legal counsel, Evercore Group L.L.C. is serving as SSB's investment banker, and FTI Consulting, Inc. is serving as SSB's financial and restructuring advisor. Gibson Dunn & Crutcher, LLP is legal counsel to the consenting creditors and Centerview Partners LLC is investment banker to the consenting creditors. The Gibson Dunn team includes Business Restructuring and Reorganization partners Scott Greenberg, Jason Zachary Goldstein, Michael Cohen and of counsel Christina Brown; and Litigation partners Orin Snyder, Gregg Costa, Jennifer Conn and Amanda Aycock. Ropes and Gray LLP is serving as legal counsel to Advent International Corporation. About Serta Simmons Bedding Serta Simmons Bedding (SSB) -- http://www.sertasimmons.com/-- is one of the leading global sleep companies. With a 150-year heritage in delivering industry-leading sleep solutions and a mission to help people sleep better so they can live healthier lives, the company is headquartered in Doraville, GA, and owns top brands such as Serta(R), which has five other independent licensees, Beautyrest(R), Tuft & Needle(R) and Simmons(R). SERTA SIMMONS: Moody's Downgrades PDR to D-PD on Bankruptcy Filing ------------------------------------------------------------------ Moody's Investors Service downgraded Serta Simmons Bedding, LLC's Probability of Default Rating to D-PD from Ca-PD following the company's filing for protection under Chapter 11 of the US Bankruptcy Code on January 23, 2023. Moody's affirmed the Corporate Family Rating at Ca, first lien super-priority "first-out" term loan (FLFO) at B3, first lien super-priority "second-out" term loan (FLSO) at Ca, and first lien term loan at C. The outlook remains negative. Downgrades: Issuer: Serta Simmons Bedding, LLC Probability of Default Rating, Downgraded to D-PD from Ca-PD Affirmations: Issuer: Serta Simmons Bedding, LLC Corporate Family Rating, Affirmed Ca Senior Secured 1st Lien "first-out" Term Loan, Affirmed B3 (LGD2) Senior Secured 1st Lien "second-out" Term Loan, Affirmed Ca (LGD3) Senior Secured 1st Lien Term Loan, Affirmed C (LGD5) Outlook Actions: Issuer: Serta Simmons Bedding, LLC Outlook, Remains Negative RATINGS RATIONALE Serta Simmons' unsustainably high leverage, negative free cash flow, and severe volume declines across the mattress industry made it difficult for the company to address its $1.8 billion of debt maturities in August and November 2023. The company's Chapter 11 filing resulted in the downgrade of Serta Simmons' PDR to D-PD. The CFR and individual instrument ratings on the company's senior secured term loans were affirmed reflecting current priority of claims and expected recovery. Subsequent to the rating action, Moody's will withdraw all the ratings of Serta Simmons Bedding, LLC. Serta Simmons Bedding, LLC ("Serta Simmons") manufactures, distributes and sells mattresses, foundations, and other related bedding products. The company's brand names include, Serta, Beautyrest, Tuft & Needle and Simmons. The company has been majority owned by Advent International since 2012 and generated about $2 billion in revenue for the twelve months ending September 2022. SERTA SIMMONS: S&P Downgrades ICR to 'D' on Chapter 11 Filing ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Serta Simmons Bedding LLC to 'D' from 'CCC-'. S&P said, "We lowered the issue-level ratings on the company's debt as follows: a $200 million first out super priority bank loan due Aug. 10, 2023, to 'D' from 'B-', with the recovery rating remaining unchanged at '1+'; a $851 million second out super priority bank loan due Aug. 10, 2023, to 'D' from 'CCC+', with the recovery rating remaining unchanged at '1'; and a $1.95 billion floating rate first-lien term bank loan ($866 million outstanding) due Nov. 8, 2023, to 'D' from 'C', with the recovery rating remaining unchanged at '6'." Serta Simmons filed for bankruptcy to address its high debt burden and upcoming maturities. The company's entire capital structure matures in 2023, including approximately $2 billion of senior secured term loans outstanding. Its undrawn $200 million asset-based loan (ABL) facility also matures in August 2023. Under a Restructuring Support Agreement with its lenders, the company's super priority and first-lien term loans will be reduced from roughly $1.9 billion to about $300 million. Additionally, Serta Simmons obtained debtor-in-possession financing in the form of a $125 million ABL Credit Facility and received a commitment for a $125 million exit ABL Credit Facility available upon its emergence from Chapter 11. The restructuring support agreement has been agreed to by approximately 81% of the company's first lien, first out priority term loan lenders and approximately 77% of its first lien, second out priority term loan lenders, as well as a majority of its existing shareholders. SERTA SIMMONS: Wins Interim Approval of $125MM DIP Loan from UBS ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Serta Simmons Bedding, LLC to use cash collateral and obtain postpetition financing, on an interim basis. The Debtors obtained senior secured postpetition financing on a superpriority basis in the aggregate principal amount of up to $125 million for a period through and including the date of the Final Hearing pursuant to the terms and conditions of the Senior Secured SuperPriority Debtor-in-Possession ABL Credit Agreement, by and among (a) Dawn Intermediate, LLC, (b) SSB, (c) National Bedding Company L.L.C. and SSB Manufacturing Company, as borrowers, (d) Eclipse Business Capital LLC, as administrative agent, and (e) the lenders from time to time party thereto. The Debtors are authorized, prior to the entry of the Final Order, to request DIP Loans under the DIP Facility up to an aggregate principal amount of $35 million plus the aggregate amount of the Letters of Credit. Holdings, Top Borrower, certain of the other Debtors, UBS AG, Stamford Branch -- as administrative agent for its own benefit and the benefit of the lenders from time to time party thereto -- are party to the ABL Credit Agreement dated as of November 8, 2016 and a Prepetition ABL Payoff Letter. Pursuant to the Prepetition ABL Documents, the Prepetition ABL Lenders provided revolving credit, banking products and other financial accommodations to, and issued letters of credit for the account of, the Prepetition ABL Obligors. Under the Prepetition ABL Documents, the Prepetition ABL Lenders provided the Prepetition ABL Obligors with, among other things up to $200 million in Revolving Commitments, including a $40 million Letter of Credit Sublimit. As of the Petition Date, there were (i) no outstanding revolving loans, (ii) $28 million in Existing Letters of Credit and (iii) other outstanding obligations under the Prepetition ABL Documents. Holdings, Top Borrower, and certain of the other Debtors as borrowers, UBS AG, Stamford Branch -- as administrative agent and collateral agent for its own benefit and the lenders, and the lenders from time to time party thereto -- are party to the SuperPriority Term Loan Agreement, dated as of June 22, 2020. As of the Petition Date, the Prepetition PTL Obligors were obligated under the Prepetition PTL Agreement o the Prepetition PTL Lenders in the aggregate outstanding principal amount of not less than $1.027 billion, on account of Term Loans. The Prepetition PTL Obligations are secured by (a) first priority security interests in and liens on the Term Loan Priority Collateral, and (b) second priority security interests in and liens on the ABL Priority Collateral. The Debtors require the use of cash collateral and to obtain credit pursuant to the DIP Facility to continue operations, and administer and preserve the value of their estates. To the extent of any Diminution in Value, each of the Prepetition PTL Agent (for the benefit of itself and the other Prepetition PTL Lenders) and the Prepetition Non-PTL Agent (for the benefit of itself and the other Prepetition Non-PTL Lenders) are granted valid, binding, enforceable, non-avoidable and perfected replacement and additional postpetition security interests in, and liens on the Term Loan Priority Collateral. The Adequate Protection Liens granted to the Prepetition PTL Agent will secure the Prepetition PTL Obligations and the Adequate Protection Liens granted to the Prepetition NonPTL Agent shall secure the Prepetition Non-PTL Obligations. The Adequate Protection Liens will be (A) deemed to be valid, binding, non-avoidable, enforceable and fully perfected as of the Petition Date and (B) in all instances, subject to the Intercreditor Agreements. As further adequate protection of the interests of (A) the Prepetition PTL Agent and the other Prepetition PTL Lenders with respect to the Prepetition PTL Obligations and (B) the Prepetition Non-PTL Agent and the other Prepetition Non-PTL Lenders with respect to the Prepetition Non-PTL Obligations, each of the Prepetition PTL Agent (for the benefit of itself and the other Prepetition PTL Lenders) and the Prepetition Non-PTL Agent (for the benefit of itself and the other Prepetition Non-PTL Lenders) is granted an allowed administrative claim against the Debtors' estates under section 503 of the Bankruptcy Code, with priority over all administrative expense claims and unsecured claims against the Debtors and their estates of any kind or nature whatsoever, to the extent that the Adequate Protection Liens do not adequately protect against any Diminution in Value of the Prepetition PTL Agent's and the Prepetition Non-PTL Agent's interests in the Prepetition Collateral. The final hearing on the matter is set for February 21, 2023 at 12 p.m. Serta Simmons Bedding LLC filed for chapter 11, aiming to cut nearly $1.6 billion in debt from its balance sheet and end a yearslong feud with Angelo Gordon & Co., Apollo Global Management Inc. and other minority lenders. A copy of the order is available at https://bit.ly/3XARfy9 from PacerMonitor.com. About Serta Simmons Bedding Headquartered in Atlanta, Georgia, Serta Simmons Bedding, LLC -- https://sertasimmons.com -- is one of the leading mattress manufacturers in North America with its iconic Serta, Beautyrest, Simmons and Tuft & Needle brands. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S. D. Tex. Case No. 23-90020) on January 23, 2023. In the petition signed by John Linker. chief financial offier, treasurer, and assistant secretary, the Debtor disclosed up to $10 billion in both assets and liabilities. Gabriel A. Morgan, Esq. and Ray C. Schrock, Esq., at Weil, Gotshal & Manges LLP, represent the Debtor as counsel. SMILE HOMECARE: Case Summary & 18 Unsecured Creditors ----------------------------------------------------- Debtor: Smile Homecare Agency Inc. 86 Brighton 1st Pl 2nd Floor Brooklyn, NY 11235 Business Description: Smile Homecare is a provider of home care services in Brooklyn, New York. Chapter 11 Petition Date: January 25, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-40233 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 Email: alla@kachanlaw.com Total Assets: $539,257 Total Liabilities: $7,427,000 The petition was signed by Ellen Verny as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YMFXKFY/Smile_Homecare_Agency_Inc__nyebke-23-40233__0001.0.pdf?mcid=tGE4TAMA SUMAK KAWSAY: Unsecureds' Recovery Lowered to 2.8% of Claims ------------------------------------------------------------ Sumak Kawsay, LLC, submitted a Second Amended Small Business Disclosure Statement describing Second Amended Plan of Reorganization dated January 19, 2023. The Debtor plans to offer a feasible plan of reorganization pursuant to the settlement terms reached with OSK, the medallion lender, as well as providing treatment to all priority and administrative claims, and a pro-rated distribution to all unsecured undisputed allowed claims. The Debtor has not operated the taxi medallion # 1T37 (the "Medallion") as it was repossessed prior to the Bankruptcy filing. The Debtor resumed operating its' medallion upon its' return by OSK IX, LLC pursuant to the terms of the Agreed Order. To date, two installment payments were made by the Debtor on October 18, 2022 and on January 11, 2023, and the Medallion was released by OSK and returned to the Debtor. The Agreed Order also contemplated Debtor's enrollment in the Medallion Relief Program+ (the "Program") in order to facilitate a possible settlement through the Program, if ever finalized by and between the City of New York, the New York Taxi and Limousine Commission and OSK. The terms of the Program have not been finalized with OSK, and therefore, the Program was not a viable option to settle the OSK Claim. Thereafter, the Debtor and OSK were engaged in negotiations to resolve the OSK Claim within the framework of the Bankruptcy Code. The Debtor projects to receive a monthly income of $8,000 from the operating its' medallion. The Debtor plans to fund the plan payments from the funds accumulated on the Debtor's DIP account, from the date of the petition and from the resumed medallion operations. Class I shall consist of secured claim of the creditor, OSK IX, LLC, in total amount of $190,000. The Plan incorporates settlement terms, reached between the Debtor and the main creditor OSK IX, LLC, which shall be further memorialized by way of a separate Settlement Agreement by and between Debtor and OSK and approved by this Court. In accordance with said terms, the Plan provides as follows: the secured portion of the OSK claim in the amount of $190,000 will be paid in full by weekly installment payments of $284.77 over the course of the 5-year term, with interest of 7.30% and a balloon payment on the maturity date of the 5-year term. The parties further agree as follows: (a) the Debtor shall actively operate its' taxi medallion #1T37; (b) a personal guarantee of Victor Salazar, the principal of the debtor, shall be re-established; (c) Victor Salazar shall personally drive the medallion a minimum of 60 trips per month; (d) the Debtor shall submit to OSK quarterly TPEP reports plus annual corporate and personal tax returns. In consideration of the settlement terms, and subject to a separate settlement agreement by and between debtor and OSK, approved this Court, OSK shall return a consenting ballot in favor of the debtor's plans of reorganization, once filed. Class II shall consist of the general unsecured claims in the case, in the amount $90,226.03. The Debtor proposes to pay 2.8% dividend of their allowed claims in one lump sum payment on the effective date of this Plan. As a result, Classes I and II are impaired and are entitled to vote. A full-text copy of the Second Amended Disclosure Statement dated January 19, 2023 is available at https://bit.ly/3H5opi6 from PacerMonitor.com at no charge. Attorney for debtor Sumak Kawsay, LLC: Alla Kachan, Esq. 2799 Coney Island Ave, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com About Sumak Kawsay Sumak Kawsay, LLC, filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-11531) on Aug 30, 2021, listing as much as $500,000 in both assets and liabilities. Victor H. Salazar, president, signed the petition. Judge David S. Jones oversees the case. The Debtor tapped the Law Offices Of Alla Kachan, P.C., as legal counsel and Wisdom Professional Services Inc. as accountant. TERRAL CONSTRUCTION: Case Summary & Three Unsecured Creditors ------------------------------------------------------------- Debtor: Terral Construction, LLC 545 Pleasure Island Rd. Farmerville, LA 71241 Chapter 11 Petition Date: January 24, 2023 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 23-30075 Judge: Hon. John S. Hodge Debtor's Counsel: Bradley L. Drell, Esq. GOLD, WEEMS, BRUSER, SUES & RUNDELL POB 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Fax: (318) 445-6476 Email: bdrell@goldweems.com Total Assets: $377,110 Total Liabilities: $1,089,287 The petition was signed by Kahla D. Terral as member/manager. 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/6AMURCA/Terral_Construction_LLC__lawbke-23-30075__0001.0.pdf?mcid=tGE4TAMA THORCO INC: Loses Bid to Extend Exclusivity Period -------------------------------------------------- Thorco, Inc. has lost the exclusive right to file a reorganization plan so that it can emerge from bankruptcy. In an order signed by Judge Joseph Meier of the U.S. Bankruptcy Court for the District of Montana, the judge denied the company's motion to extend the exclusivity period to March 25. "After hearing argument by [Thorco] and the U.S. trustee, the court is unconvinced that [Thorco] has demonstrated sufficient cause necessary to receive an extension of the exclusivity period," Judge Meier said. In its motion, the company argued it needs the 60-day extension to find new attorney to prepare its bankruptcy plan. The request came after Matt Shimanek, Esq., at Shimanek Law, PLLC, filed a motion last month to withdraw as the company's bankruptcy attorney. Brett Cahoon, Acting U.S. Trustee for Region 18, opposed both motions, arguing Thorco can quickly prepare a plan to pay claims of creditors since its bankruptcy is not a complex case. The bankruptcy watchdog also urged the court not to approve Mr. Shimanek's withdrawal unless and until the company finds another attorney. About Thorco Inc. Thorco, Inc. is classified under heavy and civil engineering construction and has been in business for more than 10 years. It is located in Kalispell, Mont. Thorco filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-90119) on July 29, 2022, with as much as $50,000 in both assets and liabilities. Christy L. Brandon serves as Subchapter V trustee. Judge Benjamin P. Hursh oversees the case. Matt Shimanek, Esq., at Shimanek Law, PLLC is the Debtor's legal counsel. TIMES SQUARE JV: Wins Cash Collateral Access, $6MM DIP Loan ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Times Square JV LLC and affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtor obtained secured postpetition financing on a superpriority basis pursuant to the terms and conditions of a Superpriority Senior Secured Debtor-in-Possession Credit and Guaranty Agreement, by and among TSJV, CPTS, 1601 Broadway Holdings and 1601 Broadway Owner as co-borrowers and 1605 Broadway LLC as Lender, in an aggregate principal amount not to exceed $10 million, of which (a) $4 million was made immediately available upon the entry of the Interim Order and (b) subject to the terms therein and in the DIP Credit Agreement, $6 million will be made available immediately upon entry of the Final Order. Pursuant to the amended and restated mortgage loan agreement dated as of April 19, 2018 between TSJV and CPTS as borrowers and Deutsche Bank AG, New York Branch, Morgan Stanley Bank, N.A., and others as lender the Prepetition Secured Party provided a mortgage loan and other financial accommodations to, or for the benefit of, the Mortgage Borrowers. As of the Petition Date, approximately $418 million in total of principal, accrued interest and fees is outstanding under the Prepetition Mortgage Loan. The Debtors require the financing (i) for working capital and general corporate purposes of the Debtors, (ii) to pay restructuring costs and the professional fees of the Debtors relating solely to the Chapter 11 Cases, (iii) to make adequate protection payments to the Prepetition Secured Party as provided in the Interim Order and the Final Order and (iv) for other purposes as provided in, and subject to the terms of, the DIP Credit Agreement. The DIP Loan Agreement matures through the earlier of: (a) the date occurring one hundred and 150 days after the Petition Date, (b) the date that is 30 days after the Petition Date if the Final Order has not been entered on or prior to such date, (c) the date of consummation of a sale of all or substantially all of any of the Borrower's assets, unless otherwise consented to in writing by the Lender, (d) at the Lender's option, the occurrence and continuance of an Event of Default that has not been waived in writing by the Lender, (e) the substantial consummation or effective date of any Bankruptcy Plan in the Chapter 11 Cases, (f) the entry of an order by the Bankruptcy Court converting any of the Chapter 11 Cases to a case under chapter 7 without the prior written consent of the Lender, (g) the entry of an order by the Bankruptcy Court dismissing any of the Chapter 11 Cases without the prior written consent of the Lender, (h) the entry of an order by the Bankruptcy Court appointing a chapter 11 trustee under Section 1104 of the Bankruptcy Code without the prior written consent of the Lender, (i) the entry of an order by the Bankruptcy Court appointing an examiner with expanded powers without the prior written consent of the Lender; and (j) the termination of the RSA in accordance with its terms. As adequate protection, the Prepetition Secured Party is granted valid, perfected, postpetition security interests and liens in and on all of the Prepetition Collateral, provided, however, that the Replacement Liens will only be and remain subject and subordinate to (i) the DIP Liens and/or payment of any DIP Claims on account thereof, (ii) the Permitted Priority Liens and (iii) the Carve-Out. As further adequate protection for and solely to the extent of the Diminution Claim, the Prepetition Secured Party is granted a superpriority claim with priority over all administrative expense claims and unsecured claims against the Debtors or their estates. As additional adequate protection, the Debtors will pay all reasonable and documented outstanding fees and out-of-pocket expenses. The Carve-Out means the sum of: (i) all fees required to be paid to the clerk of the Bankruptcy Court and all statutory fees payable to the U.S. Trustee; (ii) all reasonable fees and expenses in an aggregate amount not to exceed $25,000 incurred by a trustee; (iii) to the extent allowed at any time, whether by the interim order, procedural order, final order, or otherwise, all unpaid fees, costs, and expenses of persons or firms retained by the Debtors and the Creditors' Committee appointed in the Chapter 11 Cases incurred at any time on or before the first business day following delivery by the DIP Lender to the Debtors and the Creditors' Committee of a Carve-Out Trigger Notice, whether allowed by the Bankruptcy Court prior to or after such date; and (iv) Allowed Professional Fees of the Debtor Professionals and Committee Professionals in an aggregate amount not to exceed $650,000 Professionals to investigate liens of the Prepetition Agent and the Prepetition Lender within the Challenge Period incurred after the first business day following delivery by the DIP Lender of a Carve-Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, final order, or otherwise. A copy of the order is available at https://bit.ly/3wrsF6Y from Stretto, the claims agent. About Times Square JV LLC Times Square JV LLC owns a building located at 1605 Broadway, New York, NY 10019, in central Times Square (between West 48th and 49th Streets). The Premises has a total of 840,000 square feet and consists, among other things, of certain hotel space on the 15th through 46th floors, currently branded as the Crowne Plaza Times Square Manhattan Hotel; 196,300 square feet of commercial office space, portions of which are currently leased to three third-party tenants; 17,800 square feet of ground floor retail space; certain billboard spaces; and a parking garage. Debtor TJV leases the Premises to affiliate CPTS Hotel Lessee LLC pursuant to an Agreement of Lease dated as of Jan. 1, 2017, as amended. Affiliates 1601 Broadway Owner LLC and 1601 Broadway Holdings LLC directly or indirectly own or lease certain real property underlying the Premises. Vornado is the ultimate indirect majority parent of non-debtor CPTS Mezz Borrower, which is the sole legal and beneficial owner of 100% of the issued and outstanding limited liability company membership interests in Debtor CPTS. On Dec. 28, 2022, CPTS Hotel Lessee LLC ("CPTS"), Times Square JV LLC ("TSJV"), 1601 Broadway Owner LLC and 1601 Broadway Holdings LLC filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-11715) on Dec. 27, 2022. In the petition filed by Richard Shinder, as president, treasurer and sole director, TSJV reported assets and liabilities between $100 million and $500 million. Judge John P. Mastando III oversees the case. The Debtors are represented by John R. Ashmead, Esq. at Seward & Kissel, LLP. TOMS KING: Seeks to Hire ReInvest Capital as Investment Banker -------------------------------------------------------------- TOMS King (Ohio) LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ ReInvest Capital, LLC as their investment banker. The Debtors require an investment banker to: 1. Establish a sell side M&A plan aligned with the Debtors' goals. 2. Assess and shore-up management preparedness for the transaction. 3. Bolster financial readiness for executing on various transaction structures, including debt and equity capital sources. 4. Develop detailed and disciplined target screening criteria. 5. Provide detailed research, analysis and feedback of the intended targets. 6. Compose a detailed target list. 7. Execute target marketing plan with direct, hands-on outreach to desired target list. 8. Select optimum target candidates among various willing participants. 9. Prepare an information memorandum describing the Debtors, their historical performance and prospects, and financial projections. 10. Assist the Debtors in compiling a data room of any necessary and appropriate documents related to a transaction. 11. Coordinate the execution of confidentiality agreements for potential buyers wishing to review information in connection with a transaction. 12. Assist the Debtors in coordinating physical and virtual site visits for interested buyers and work with the Debtors' management to develop appropriate presentations for such visits. 13. Assess the value of all assets, including but not limited to, the franchise agreements, fixed assets, real estate and inventory. 14. Provide comparables and evaluations of similar transactions. 15. Evaluate historical performance including variations to market performance. 16. Build a financial model that assesses current value but is also forward looking and includes, amongst other things, the following outputs: (i) Free Cash Flow; (ii) Internal Rates of Return; (iii) Fixed Cost and Debt Service Coverage Ratios, and (iv) Lease Adjusted Leverage. 17. Assist in negotiating all business terms of the transaction agreement. 18. Evaluate any Indications of Interest (IOI) or Letters of Intent (LOI) received. 19. Negotiate deal structure and major deal points with target seller. 20. Assist the Debtors with the conduct of any auction that may result with respect to a transaction. 21. Lead a tailored and thorough Due Diligence Program that includes both analytical and confirmatory elements within eight primary categories: (i) Organizational Documents; (ii) Capitalization; (iii) Financial Statements; (iv) Real Estate; (v) Contractual Obligations; (vi) Labor and Personnel; (vii) Legal/ Regulatory, and (viii) Insurance. 22. Coordinate any necessary additional 3rd party diligence, including Quality of Earnings reports, Human Resource compliance audits and Facility Inspections. 23. Negotiate the definitive agreement with the Buyer and coordinate the drafting of these agreements with the Buyer's attorneys. 24. Assist in negotiating agreements with the franchisor, including franchise agreements, lease terms, capital investment requirements, personal guarantees and development agreements. 25. Lead negotiations with sources of capital, including lending institutions. 26. Work with attorneys and closing agents to create an accurate Closing Statement. 27. Assist the transfer of leases and franchise agreements. 28. Provide post-closing integration services as requested. 29. With respect to a transaction as part of a restructuring, appear and testify in court and work with the Debtors' counsel to obtain court approval of such transaction. ReInvest will be compensated as follows: a. Initial Retainer. The Debtors have provided ReInvest with a security retainer in the amount of $50,000. b. Success Fee. ReInvest shall be compensated 2.25 percent of consideration received by the Debtors in the transaction either in cash or other forms of consideration, upon the successful completing of the transaction during the term less $50,000, provided, that the success fee shall not be less than zero. c. Restructuring Fee. A cash fee to be negotiated in good faith between and as reasonably determined by the Debtors and ReInvest based on the role, responsibilities and nature of investment, if any, of ReInvest in a restructuring. As disclosed in court filings, ReInvest is a "disinterested person" within the meaning of Bankruptcy Code Section 101(14). The firm can be reached through: David Rego ReInvest Capital, LLC 267 Minorca Avenue, Suite 300 Coral Gables, FL 33134 Phone: +1 305-461-7093 Email: drego@reinvestcapital.com About TOMS King (Ohio) TOMS King (Ohio), LLC and its affiliates filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-50001) on Jan. 2, 2023. Judge Alan M. Koschik oversees the cases. The Debtors tapped Allen Stovall Neuman & Ashton, LLP and Womble Bond Dickinson (US), LLP as legal counsels, and ReInvest Capital, LLC as investment banker. Omni Agent Solutions, Inc. is the claims and noticing agent and administrative advisor. TOMS KING: Taps Omni Agent Solutions as Administrative Advisor -------------------------------------------------------------- TOMS King (Ohio), LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Omni Agent Solutions, Inc. as their administrative advisor. The Debtors require an administrative advisor to: a. assist in case administration matters including data entry, preparation and management of the creditor matrix, claims management, noticing, and the development and maintenance of an informational website; b. assist with any required solicitation, balloting, tabulation and calculation of votes as well as preparing any appropriate reports as required in furtherance of confirmation of a plan of reorganization; c. generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; d. handle requests for documents; e. develop and maintain a confidential virtual data room, if requested; and f. provide such other services as may be requested by the Debtors or otherwise required by applicable law, governmental regulations, and court rules or orders. The Debtors provided Omni a retainer in the amount of $50,000. Paul Deutch, executive vice president of Omni, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul H. Deutch Omni Agent Solutions 5955 De Soto Avenue Suite 100 Woodland Hills, CA 91367 Tel: (818) 906-8300 Fax: 818-783-2737 Email: lacontact@omniagnt.com About TOMS King (Ohio) TOMS King (Ohio), LLC and its affiliates filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-50001) on Jan. 2, 2023. Judge Alan M. Koschik oversees the cases. The Debtors tapped Allen Stovall Neuman & Ashton, LLP and Womble Bond Dickinson (US), LLP as legal counsels, and ReInvest Capital, LLC as investment banker. Omni Agent Solutions, Inc. is the claims and noticing agent and administrative advisor. TOMS KING: Taps Womble Bond Dickinson as Legal Counsel ------------------------------------------------------ TOMS King (Ohio), LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Womble Bond Dickinson (US), LLP as their legal counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties in the continued management and operation of their businesses and properties; b. attending meetings and negotiating with representatives of creditors, interest holders, and other parties in interest; c. analyzing proofs of claim filed against the Debtors and potential objections to such claims; d. taking necessary action on behalf of the Debtors to negotiate, obtain approval of, and consummate the sale of their assets; e. analyzing executory contracts and unexpired leases and the potential assumption, assignment or rejection of such contracts and leases; f. taking all necessary action to protect and preserve the Debtors' estates; g. prosecuting any cash collateral or financing before the court; h. preparing legal papers; i. taking necessary action to negotiate, prepare and obtain approval of a disclosure statement and confirmation of a plan of reorganization; j. advising the Debtors in connection with any potential sale of assets or stock and taking necessary action to guide the Debtors through such potential sale; k. appearing before the bankruptcy court or any appellate courts; l. advising on corporate, litigation, environmental, finance, tax, employee benefits, and other legal matters; and m. other necessary legal services in connection with the Debtors' Chapter 11 cases. The firm will be paid at these rates: Partner $325 to $1,390 per hour Of Counsel $370 to $845 per hour Associate $305 to $625 per hour Senior Counsel $125 to $780 per hour Counsel $100 to $795 per hour Paralegal $50 to $545 per hour In addition, the firm will receive reimbursement for its out-of-pocket expenses. The firm received a retainer in the amount of $200,000 from the Debtors. Matthew Ward, Esq., a partner at Womble Bond Dickinson (US), disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Matthew P. Ward, Esq. Ericka F. Johnson, Esq. Morgan L. Patterson, Esq. Todd A. Atkinson, Esq. William D. Curtis, Esq. Womble Bond Dickinson (US), LLP 1313 North Market Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 252-4320 Facsimile: (302) 252-4330 Email: matthew.ward@wbd-us.com ericka.johnson@wbd-us.com morgan.patterson@sbd-us.com todd.atkinson@wbd-us.com will.curtis@wbd-us.com About TOMS King (Ohio) TOMS King (Ohio), LLC and its affiliates filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-50001) on Jan. 2, 2023. Judge Alan M. Koschik oversees the cases. The Debtors tapped Allen Stovall Neuman & Ashton, LLP and Womble Bond Dickinson (US), LLP as legal counsels, and ReInvest Capital, LLC as investment banker. Omni Agent Solutions, Inc. is the claims and noticing agent and administrative advisor. TRICIDA INC: Davis Polk Advises Noteholders in Chapter 11 --------------------------------------------------------- Davis Polk is advising convertible senior noteholders and the indenture trustee in connection with the chapter 11 liquidation of Tricida, Inc. On January 11, 2023, Tricida filed a voluntary chapter 11 petition in the United States Bankruptcy Court for the District of Delaware. Shortly before filing, the noteholders executed a restructuring support agreement with Tricida, which, among other things, contemplates the liquidation of the debtor pursuant to a confirmed chapter 11 plan and the establishment of a liquidating trust. As of January 13, 2023, the noteholders party to the restructuring support agreement held approximately 88% of Tricida’s $200 million convertible senior notes. Founded in 2013, Tricida is a clinical-stage pharmaceutical company focused on the development and commercialization of veverimer, a drug designed to slow the progression of chronic kidney disease through the treatment of chronic metabolic acidosis. The Davis Polk restructuring team includes partner Darren S. Klein and associate Abraham Bane. All members of the Davis Polk team are located in the New York office. About Tricida Inc. Tricida Inc. -- https://www.tricida.com/ -- is a pharmaceutical company working to turn the tide on metabolic acidosis and progression of chronic kidney disease. Tricida Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10024) on Jan. 12, 2023. The Debtor disclosed $93,879,000 in total assets against $229,977,000 in total debt as of Sept. 30, 2022. The Debtor tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, as counsel; SIERRACONSTELLATION PARTNERS, LLC, as financial advisor; and STIFEL, NICOLAUS & COMPANY, INC., and MILLER BUCKFIRE, LLC, as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. TRICIDA INC: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Tricida, Inc. The committee members are: 1. U.S. Bank Trust Company, N.A., as Indenture Trustee Attn: Ian Bell 60 Livingston Avenue Saint Paul, MN 55107 EP MN-WS1D Phone: (651) 466-5860 Email: ian.bell@usbank.com 2. Patheon Austria GmbH & Co. KG Attn: Klaus Hilber St. Peter Strasse 25 A-4020 Linz/Austria Phone: +43 6643143774 Email: Klaus.hilber@thermofisher.com 3. Medpace Research, Inc. Attn: Stephen Ewald & Anne Eisele 5375 Medpace Way Cincinnati, OH 45227 Phone: (513) 579-9911 x 12055 Fax: (513) 579-0444 Email: s.ewald@medpace.com a.eisele@medpace.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Tricida Inc. Tricida Inc. -- https://www.tricida.com/ -- is a pharmaceutical company working to turn the tide on metabolic acidosis and progression of chronic kidney disease. The company is based in South San Francisco, Calif. Tricida Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10024) on Jan. 12, 2023. The Debtor disclosed $93,879,000 in total assets against $229,977,000 in total debt as of Sept. 30, 2022. Judge John T. Dorsey oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; SierraConstellation Partners, LLC as financial advisor; and Stifel, Nicolaus & Co. Inc. and Miller Buckfire, LLC as investment bankers. Kurtzman Carson Consultants, LLC is the claims agent. TUESDAY MORNING: Reportedly Nearing Second Bankruptcy Filing ------------------------------------------------------------ Rachel Butt and Reshmi Basu of Bloomberg News report that Tuesday Morning Corp. is preparing for a possible bankruptcy filing within weeks as its losses and liquidity strains deepen, according to people with knowledge of the situation. The specialty discount retailer recently added BDO USA as a restructuring adviser, said the people, who asked not to be identified because the matter is private. The company has also been working with Piper Sandler Cos. and Haynes & Boone to explore its options. Tuesday Morning (OTC:TUEM) recently added BDO USA as a restructuring adviser, according to traders, who cited a Bloomberg report. The retailer has also been working with Piper Sandler and Haynes & Boon to consider its options. It's possible that a bankruptcy could be avoided if it can get rescue financing or find a suitor, according to the report. The discount retailer on Dec. 23 said it will voluntarily delist its stock from Nasdaq Capital arket due to liquidity issues. About Tuesday Morning Tuesday Morning Corporation is one of the original off-price retailers specializing in name-brand, high-quality products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal decor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers. Based in Dallas, Texas, the Company opened its first store in 1974 and currently operates 487 stores in 40 states. On the Web: http://www.tuesdaymorning.com/ Tuesday Morning Corporation, then with around 700 stores in 40 states, filed Chapter 11 protection on May 27, 2020 (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday Morning, which sought bankruptcy protection with its subsidiaries, disclosed total assets of $92 million and total liabilities of $88.35 million as of April 30, 2020. The Hon. Harlin Dewayne Hale was the case judge. The Debtors tapped Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC was the claims and noticing agent. The official committee of unsecured creditors tapped Munsch Hardt Kopf & Harr, P.C., as counsel. * * * Tuesday Morning announced Jan. 4, 2021, it has successfully completed its reorganization and emerged from Chapter 11 bankruptcy. Tuesday Morning is supported by a $110 million asset-backed lending facility provided by J.P. Morgan, Wells Fargo, and Bank of America. The Company further optimized its store footprint and exited Chapter 11 with 490 of its best performing stores. Following emergence from Chapter 11, Tuesday Morning began trading on Jan. 21, 2021, on OTCQX under the symbol "TUEM" and then commenced trading on the Nasdaq Capital Market on May 25, 2021, under the ticker symbol "TUEM". U.S. SILICA: Executive VP to Retire This Year --------------------------------------------- Mr. Michael Winkler, executive vice president and chief operating officer of U.S. Silica Holdings, Inc., notified the Company of his plan to retire. Mr. Winkler is expected to remain in his position until mid to late 2023 to assist with the transition of his responsibilities, according to a Form 8-K filed with the Securities and Exchange Commission. About U.S. Silica Headquartered in Katy, Texas, U.S. Silica Holdings, Inc. -- http://www.ussilica.com-- is a global performance materials company and a producer of commercial silica used in a wide range of industrial applications and in the oil and gas industry. In addition, through its subsidiary EP Minerals, LLC, the Company produces products derived from diatomaceous earth, perlite, engineered clays, and non-activated clays. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $15.21 million. U.S. Silica reported a net loss of $34.32 million in 2021, a net loss of $115.12 million in 2020, a net loss of $329.75 million in 2019, and a net loss of $200.82 million in 2018. As of Sept. 30, 2022, the Company had $2.25 billion in total assets, $1.58 billion in total liabilities, and $668.50 million in total stockholders' equity. UNCLE DAN'S TIRE: Seeks Cash Collateral Access ---------------------------------------------- Uncle Dan's Tire World, Inc. asks the U.S. Bankruptcy Court for the District of Oregon for authority to use cash collateral in accordance with the budget for the period from January 23 to February 19, 2023. The Debtor requires the use of cash collateral to continue to operate its business. The Debtor's secured creditors are the Internal Revenue Service and CFG Merchant Solutions. The secured creditors have UCC liens filed on bank accounts and accounts receivable recorded in the Office of The Secretary of the State. The first lien of CFG has a current balance of approximately $40,000. The second lien of the IRS has a balance of approximately $16,000. As adequate protection, the Secured Creditors will be granted a security interest and replacement lien, dollar for dollar, in all of the post-petition accounts and accounts receivables to replace their security interest and liens in collateral to the extent of Pre-Petition cash collateral utilized by Debtor during the pendency of the bankruptcy proceeding. The IRS also has a security interest in all property owned by the Debtor. The Debtor will pay monthly adequate protection payments of $400 to CFG $300 to the IRS. A hearing on the matter is set for January 26, 2023 at 2 p.m. A copy of the motion and the Debtor's budget is available at https://bit.ly/3HuazYd from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $43,660 for January 2023; $43,660 for February 2023; $43,660 for March 2023; $43,660 for April 2023; $43,660 for May 2023; and $43,660 for June 2023. About Uncle Dan's Tire World, Inc. Uncle Dan's Tire World, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-30137-thp11) on January 23, 2023. In the petition signed by Daniel Svihla, president, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Ted A. Troutman, Esq., at Troutman Law Firm P.C., is the Debtor's legal counsel. UNITED FURNITURE: Supervisors Discuss Chapter 7 Petition -------------------------------------------------------- Ray Van Dusen of Monroe Journal reports that action items receiving and filing letters from the Mississippi Department of Revenue regarding a number of industrial tax exemptions sparked discussion January 3, 2023 about a recent U.S. Bankruptcy Court filing against United Furniture Industries. "I saw where United Furniture had an involuntary Chapter 7 bankruptcy filed against them in the northern district of Mississippi that just happened over the weekend. Wells Fargo and a couple of others are the filing creditors," said board attorney David Houston. According to media reports, UFI owes Wells Fargo more than $99.2 million in secured debt. The other companies in the filing, Security Associates of Mississippi and V&B International, claim United owes upwards of $300,000. The petition, which was filed Dec. 30, would force the furniture company to liquidate its assets as part of the bankruptcy case. UFI, which ceased operations and announced a layoff of its entire staff in November, has properties in Amory, Nettleton, Hatley and Wren. Houston was told there was consideration of a voluntary filing in the U.S. Bankruptcy Court's Southern District of Ohio, where the company's principal owner resides. "What they're looking for is if they start liquidating assets from the bankruptcy, I don't envision that case staying in Chapter 7. I would imagine it will likely be converted to a Chapter 11 liquidation," Houston said. In addition to UFI, supervisors approved to file letters on the minutes from the state department of revenue approving tax exemptions for Kemira, Magnum Metals, Tronox, Axiall (Westlake) and NauticStar. The exemptions do not include road and bridge and school taxes. In terms of the tax exemptions, District 1 Supervisor Joseph Richardson said UFI was in operation at the time they were approved by the state. Board president Hosea Bogan asked if UFI’s status would end the 10-year tax exemptions, but Houston said it wouldn't in a case such as this one. Houston noted the bankruptcy is a priority claim, which pertains to taxes and wages, for example, but administrative expense claims are ahead of them. In other business, supervisors approved to advertise for bids for various materials and supplies for the Monroe County Road Department. "It's going to go up some, but it shouldn't be what you saw last year," road department manager Daniel Williams said of material prices. "A lot of stuff went up 30 to 45 percent. We stocked up prior to it going up. I know pipe is going to go up, they're telling me 10 to 15 percent, but we'll get some more standards before it does go up." Supervisors also reappointed Houston to serve for another one-year term as board attorney. During his input, District 3 Supervisor Rubel West thanked board members for a successful 2022 and noted he qualified before last Tuesday's meeting to run for a second term. Supervisors also approved for Richardson to donate $100 from his rural recreation funds to purchase a full-page ad in the Smithville Lady Noles' softball program representative of the board of supervisors. Chancery clerk Ronnie Boozer said county administrator Bob Prisock talked to business owner Dennis Moon regarding interest in property at the Prairie Industrial Site, adding he is happy with plans to date. The board approved for Houston to draft an order declaring an 18-wheeler trailer, which has been on the former compress site across from the Monroe County Sheriff's Office for several years, as abandoned. About United Furniture Industries United Furniture Industries manufactures and sells upholstery. It offers bonded leather and upholstery fabric recliners, reclining sofas and loveseats, sectionals, and sofa sleepers, as well as stationary sofas, loveseats, chairs, and ottomans. United Furniture Industries was subject to an involuntary Chapter 7 bankruptcy petition (Bankr. N.D. Miss. Case No. 22-13422) filed on Dec. 30, 2022. The petition was signed by alleged creditors Wells Fargo Bank, National Association, Security Associates of Mississippi Alabama LLC, and V & B International, Inc. Wells Fargo is represented by: R. Spencer Clift, III, Esq. 901-526-2000 sclift@bakerdonelson.com Security Associates is represented by: Andrew C Allen, Esq. The Law Offices Of Andrew C. Allen aallen@acallenlaw.com VA TECHNOSOLUTIONS: Wins Cash Collateral Access Thru Feb 15 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized VA Technosolutins and Services, LLC to use the cash collateral of the U.S. Small Business Administration on an interim basis in accordance with the budget, with a 10% variance, through February 15, 2023. As adequate protection for the use of cash collateral and for any diminution in value of the Lender's prepetition collateral as described in the loan documents between the Debtor and the Lender, the Lender is granted a valid, perfected lien upon, and security interest in, to the extent and in the order of priority of any valid lien pre-petition, all cash generated post-petition by the Property. These events constitute an "Event of Default": a. If the Debtor breaches any term or condition of the Order or any of the Lender's loan documents, other than defaults existing as of the Petition Date; b. If the Case is converted to a case under Chapter 7 of the Bankruptcy Code; c. If the case is dismissed; or d. If any violation or breach of any provision of the Order occurs. The post-petition liens and security interests granted to the Lender will be valid and perfected post-petition, to the extent and priority of the prepetition lien(s), 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 final hearing on the matter is set for February 15 at 2 p.m. A copy of the order is available at https://bit.ly/3Hvczzy from PacerMonitor.com. About VA Technosolutions and Services VA Technosolutions and Services is a merchant wholesaler of professional and commercial Equipment and supplies. VA Technosolutions and Services, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10161) on Jan. 10, 2023. The petition was signed by Victor M. Arias as managing member/president. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Robert A. Mark presides over the case. Tarek K. Kiem, Esq. at KIEM LAW, PLLC represents the Debtor as counsel. VELOCIOUS DELIVERY: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------------- Velocious Delivery LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral. Specifically, the Debtor seeks to use up to $92,697, consisting of funds coming in from accounts receivables pledged against loans from its creditors. The entities that assert an interest in the cash collateral are Corporation Service Company, as Representative, and RDM Capital Funding, LLC. The Debtor requires the use of cash collateral to meet payroll and other expenses in the operation of its business. The Debtor proposes to protect the interest of the secured creditors in the cash collateral by providing them with replacement liens on the account owed to the Debtor by its remaining accounts receivables. The Court previously signed an order that expired on January 5, 2023. The budget in the approved order allowed the Debtor to use up to $43,000. The Debtor exceeded that amount. At the time of testifying to the Court, the Debtor's representative was unable to articulate a close to accurate amount needed to pay employees. The Debtor is requesting retroactive approval of the amounts exceeding the order. A copy of the motion and the Debtor's budget is available at https://bit.ly/3wpJAXc from PacerMonitor.com. The Debtor projects $115,000 in average gross income and $111,797 in total expenses. About Velocious Delivery LLC Velocious Delivery LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33690) on December 9, 2022. In the petition signed by Brandon Toledo, its president, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Jeffrey P. Norman oversees the case. Samuel L. Milledge, Sr. Esq., at The Milledge Law Firm, PLLC, represents the Debtor as counsel. VERICAST CORP: John Hancock Fund Marks $744,600 Loan at 31% Off --------------------------------------------------------------- John Hancock Investors Trust has marked its $744,626 loan extended to Vericast Corp to market at $515,385 or 69% of the outstanding amount, as of October 31, 2022, according to a disclosure contained in the Trust's Form N-CSR for the fiscal year ended October 31, 2022, filed with the Securities and Exchange Commission on December 23, 2022. John Hancock Investors Trust is a participant in a term loan to Vericast Corp. The loan accrues interest at a rate of 11.624% per annum (3 month LIBOR + 7.750%). The loan matures on June 16, 2026. John Hancock Investors Trust is a closed-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended. Vericast Corp. operates as a marketing company. The Company offers advertising, marketing, transaction solutions, customer data, cross-channel campaign management, and intelligent media delivery services. VIRGINIA 18TH ST: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: Virginia 18th St Holdings, LLC 804 H Street, NE 2nd Floor Washington DC 20002 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101 (51B)). Involuntary Chapter 11 Petition Date: January 23, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00035 Judge: Hon. Elizabeth L. Gunn Petitioner's Counsel: Maurice B. VerStandig, Esq. THE VERSTANDIG LAW FIRM, LLC 9812 Falls Road, #114-160 Potomac, Maryland 20854 Tel: (301) 444-4600 Email: mac@mbvesq.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MBY6RJI/Virginia_18th_St_Holdings_LLC__dcbke-23-00035__0001.0.pdf?mcid=tGE4TAMA Alleged creditor who signed the petition: Petitioner Nature of Claim Claim Amount Dashco, Inc. Money Loaned $819,305 11350 Random Hills Road Suite 720 Fairfox, Virginia 22030 VOLEL PROFESSIONAL: Court OKs Cash Collateral Access Thru Feb 28 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Volel Professional Pharmacist Association, P.A. to use cash collateral on an interim basis, retroactive to December 29, 2022. The U.S. Small Business Administration, Cardinal Health 110, LLC as Agent, AmerisourceBergen Drug Corp, ASD Specialty Healthcare, LLC, Velocity Capital Group, and Corporation Service Company, as Representative assert an interest in the Debtor's cash collateral. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by this Court, including payments to the Subchapter V Trustee fees; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by the Secured Creditors. The authorization will continue until February 28, 2023. As adequate protection, the Secured Creditors will have perfected post-petition liens against cash collateral to the same extent and with the same validity and priority as their pre-petition liens, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. As interim adequate protection the Debtor will pay to Cardinal Health $3,500 for the month of January 2023 and $12,500 for the month of February 2023 payable on the 20th day of each month. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditors. A continued hearing on the matter is set for March 2 at 10 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3Hu1bUv from PacerMonitor.com. The Debtor projects $245,000 in income and $274,726 in total expenses. About Volel Professional Pharmacist Association Volel Professional Pharmacist Association, P.A. operates a pharmacy in Winter Haven, Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-05123) on December 29, 2022. In the petition signed by Paul Volel, Jr., president, the Debtor disclosed $504,659 in total assets and $5,945,305 in total liabilities. Judge Catherine Peek McEwen oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is the Debtor's legal counsel. WARNER 422: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: Warner 422, LLC 1411 H Street, NW 2nd Floor Washington DC 20002 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Involuntary Chapter 11 Petition Date: January 23, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00034 Judge: Hon. Elizabeth L. Gunn Petitioner's Counsel: Maurice VerStandig, Esq. THE VERSTANDIG LAW FIRM, LLC 9812 Falls Road, #114-160 Potomac, Maryland 20854 Tel: (301) 444-4600 Email: mac@mbvesq.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TAKPDJI/Warner_422_LLC__dcbke-23-00034__0001.0.pdf?mcid=tGE4TAMA Alleged creditor who signed the petition: Petitioner Nature of Claim Claim Amount Dashco, Inc. Money Loaned $561,883 11350 Random Hills Road Suite 720 Fairfax, Virginia 22030 WC BRAKER PORTFOLIO: Unsecureds to Recover Up to 100% in Plan ------------------------------------------------------------- Dawn Ragan, the chapter 11 trustee for the bankruptcy estate of WC Braker Portfolio, LLC ("Braker Portfolio") and John Patrick Lowe, the chapter 11 trustee for the bankruptcy estate of WC Braker Portfolio B, LLC ("Braker Portfolio B") (collectively the "Trustees") submitted a Disclosure Statement for the Joint Plan of Liquidation for the Debtors dated January 19, 2023. Braker Portfolio is a Delaware limited liability company in the commercial real estate business. Braker Portfolio's assets consist of 13 low rise office buildings and a nearby retail center located in north central Austin along Braker Lane, Kramer Lane, and Metric Blvd. (the "Properties"). Braker Portfolio B is a Delaware limited liability company. Braker Portfolio B's primary asset is its 100% membership interest in Braker Portfolio. On February 28, 2019, Braker Portfolio, as borrower, and the Mortgage Lender's predecessor-in-interest, JPMorgan Chase Bank, National Association, as lender, entered into a Mortgage Loan Agreement, promissory note, and other related Mortgage Loan Documents, pursuant to which JPMorgan agreed to make a loan in the principal amount of $71 million ("Mortgage Loan"). ATX Braker SR, LLC ("Mortgage Lender"), purchased the Mortgage Loan from JPMorgan on April 29, 2022. At the time of commencement of Braker Portfolio's Bankruptcy Case, the amount due under the Mortgage Loan was $72,870,133.00, with additional amounts continuing to accrue during the Chapter 11 Case. With operations and cash flows stabilized, the Braker Portfolio Trustee then turned her attention to developing a path forward for case resolution. After considering all available options, the Trustee determined that a sale of the Properties through a marketing process would provide the best option to maximize value for the benefit of the Braker Portfolio Estate and all of its stakeholders. The Braker Portfolio Trustee also negotiated and agreed to terms of a Purchase and Sale Agreement with the Mortgage Lender for a credit bid purchase price equal to approximately $75,461,418.00 (plus the assumption of certain obligations of Braker Portfolio), subject to the Braker Portfolio Trustee's consideration of other qualified bids through a marketing process and auction. The Plan provides for the payment of creditors with proceeds from the sale of the Braker Portfolio Properties and Available Cash held by each respective Debtor Estate, followed by the wind up of each Debtor and closing of each Bankruptcy Case. The Plan contemplates that each Trustee will implement the Plan with respect to his or her respective Debtor Estate and will make all Distributions to creditors required under the Plan for that Debtor. All Distributions under the Plan with respect to Braker Portfolio, will be paid with Available Cash held by the Braker Portfolio Estate including Cash realized from business operations and Sale Transaction Proceeds. Any amounts remaining after payment of all Allowed Claims and Wind Down Expenses of the Braker Portfolio Estate, will be paid to Braker Portfolio B, as the sole Class 5 Braker Portfolio Equity Interest holder. All Distributions under the Plan with respect to Braker Portfolio B will be from Cash received through its Class 5 Equity Interest in Braker Portfolio pursuant to the Plan and any other Available Cash held by the Braker Portfolio B Estate. In the event that there is insufficient Available Cash to pay all Allowed Administrative Claims, Priority Tax Claims, Other Priority Claims, and Other Secured Claims in the Braker Portfolio B Case, then the Mortgage Lender and Mezzanine Lender shall jointly fund all amounts, up to the Plan Backstop Amount of $2 million, required to be paid in full under the Plan. The Trustees anticipate sufficient cash to pay all Administrative Claims, Priority Tax Claims, Other Priority Claims, Other Secured Claims, Mortgage Loan Claim and Braker Portfolio Unsecured Claims in full. Recovery for the Mezzanine Loan Claim, Braker Portfolio B Unsecured Claims and Equity Interest will depend entirely on the outcome of the sale process and purchase price ultimately realized for the Properties owned by Braker Portfolio, and whether there will be any Sale Transaction Proceeds remaining after payment of all other Allowed Claims and Wind Down Expenses, to pay the Mezzanine Loan Claim, Braker Portfolio B General Unsecured Creditors and Braker Portfolio B Equity Interests. Class 4 consists of the General Unsecured Claims against Braker Portfolio. Each such holder shall receive on (or as soon as is reasonably practicable thereafter) the later of: (i) the Effective Date; and (ii) the date such Class 4 General Unsecured Claim becomes an Allowed Claim, in full and final satisfaction, settlement, release, and discharge of, and in exchange for such Class 4 Claim, Cash sufficient to satisfy its Allowed Class 4 Claim in full. The allowed unsecured claims total $808,035.66. Estimated recovery for Allowed Class 4 Claims under the Plan is 100%. Class 4 Claims are unimpaired under the Plan. Class 9 consists of General Unsecured Claims against Braker Portfolio B. Each holder of an Allowed Class 9 Claim shall receive, on (or as reasonably practicable after), the later of: (i) the Effective Date; or (ii) the date on which such Class 9 Claim becomes an Allowed Class 9 Claim, in full satisfaction, settlement, discharge and release of, and in exchange for such Claim, its Pro Rata share of Net Cash Proceeds remaining after all Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Claims in Classes 1–8 and the Wind Down Reserves are satisfied in full, until such Allowed Class 9 Claim is paid in full. Estimated recovery for Allowed Class 9 Claims under the Plan is 0 100%, depending on the amount of Braker Portfolio B Available Cash, including Net Cash Proceeds received by Braker Portfolio B from its Class 5 Equity Interest in Braker Portfolio, pursuant to the Plan. Class 9 Claims are impaired under the Plan. Class 5 consists of Braker Portfolio Equity Interests. The holder of the Braker Portfolio Equity Interests shall retain its Equity Interest. All Net Cash Proceeds, consisting of all Available Cash of Braker Portfolio remaining after payment of: (i) all Allowed Braker Portfolio Claims (including Administrative Claims, Professional Fee Claims, Trustee Fee Claims, Priority Tax Claims, and Class 1-4 Claims); and (ii) the Braker Portfolio Wind Down Reserve, shall be used to satisfy Braker Portfolio B Allowed Claims and the Braker Portfolio B Wind Down Reserve in accordance with the Plan, with any remaining Net Cash Proceeds remaining after payment paid to the holder of the Braker Portfolio B Equity Interests. Class 10 consists of all Equity Interests in Braker Portfolio B. Each such holder shall retain their Braker Portfolio B Equity Interest and receive a Pro Rata share of any Net Cash Proceeds remaining after all Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Claims in Classes 1–9 and the Wind Down Reserves are satisfied in full. Estimated recovery for Allowed Class 10 Equity Interests under the Plan is 0-100%, depending on the amount of Braker Portfolio B Available Cash, including Net Cash Proceeds received by Braker Portfolio B from its Class 5 Equity Interest in Braker Portfolio, pursuant to the Plan. All Distributions under the Plan with respect to Braker Portfolio, will be paid with Available Cash held by the Braker Portfolio Estate, including Cash realized from business operations and the Sale Transaction Proceeds. All Distributions under the Plan with respect to Braker Portfolio B will be from Available Cash held by the Braker Portfolio B Estate, including Cash received through its Class 5 Equity Interest in Braker Portfolio, which Cash shall consist of the Net Cash Proceeds. A full-text copy of the Disclosure Statement dated January 19, 2023 is available at https://bit.ly/3XzkVLP from PacerMonitor.com at no charge. Counsel for Dawn Ragan: Michael McConnell, Esq. Nancy L. Ribaudo, Esq. KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Telephone: (817) 332-2500 Telecopy: (817)878-9280 Counsel for John Patrick Lowe: Brian T. Cumings, Esq. GRAVES, DOUGHERTY, HEARON & MOODY, P.C. 401 Congress Ave., Suite 2700 Austin, TX 78701 Telephone: (817) 512-480-5626 Telecopy: (512) 536-9926 About WC Braker Portfolio B WC Braker Portfolio B, LLC, a company in Austin, Texas, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 22-10628) on Sept. 29, 2022, with up to $500 million in assets and up to $50 million in liabilities. Natin Paul as authorized signatory, signed the petition. Judge Tony M. Davis oversees the case. The Debtor is represented by Todd Headden, Esq., at Hayward, PLLC. John Patrick Lowe, the Debtor's Chapter 11 trustee, is represented by Graves Dougherty Hearon & Moody, PC. WC BRAKER: Unsecureds to Recover Up to 100% in Trustee's Plan ------------------------------------------------------------- Dawn Ragan, the chapter 11 trustee for the bankruptcy estate of WC Braker Portfolio, LLC ("Braker Portfolio") and John Patrick Lowe, the chapter 11 trustee for the bankruptcy estate of WC Braker Portfolio B, LLC ("Braker Portfolio B") (collectively the "Trustees") submitted a Disclosure Statement for the Joint Plan of Liquidation for the Debtors dated January 19, 2023. Braker Portfolio is a Delaware limited liability company in the commercial real estate business. Braker Portfolio's assets consist of 13 low rise office buildings and a nearby retail center located in north central Austin along Braker Lane, Kramer Lane, and Metric Blvd. (the "Properties"). Braker Portfolio B is a Delaware limited liability company. Braker Portfolio B's primary asset is its 100% membership interest in Braker Portfolio. On February 28, 2019, Braker Portfolio, as borrower, and the Mortgage Lender's predecessor-in-interest, JPMorgan Chase Bank, National Association, as lender, entered into a Mortgage Loan Agreement, promissory note, and other related Mortgage Loan Documents, pursuant to which JPMorgan agreed to make a loan in the principal amount of $71 million ("Mortgage Loan"). ATX Braker SR, LLC ("Mortgage Lender"), purchased the Mortgage Loan from JPMorgan on April 29, 2022. At the time of commencement of Braker Portfolio's Bankruptcy Case, the amount due under the Mortgage Loan was $72,870,133.00, with additional amounts continuing to accrue during the Chapter 11 Case. With operations and cash flows stabilized, the Braker Portfolio Trustee then turned her attention to developing a path forward for case resolution. After considering all available options, the Trustee determined that a sale of the Properties through a marketing process would provide the best option to maximize value for the benefit of the Braker Portfolio Estate and all of its stakeholders. The Braker Portfolio Trustee also negotiated and agreed to terms of a Purchase and Sale Agreement with the Mortgage Lender for a credit bid purchase price equal to approximately $75,461,418.00 (plus the assumption of certain obligations of Braker Portfolio), subject to the Braker Portfolio Trustee's consideration of other qualified bids through a marketing process and auction. The Plan provides for the payment of creditors with proceeds from the sale of the Braker Portfolio Properties and Available Cash held by each respective Debtor Estate, followed by the wind up of each Debtor and closing of each Bankruptcy Case. The Plan contemplates that each Trustee will implement the Plan with respect to his or her respective Debtor Estate and will make all Distributions to creditors required under the Plan for that Debtor. All Distributions under the Plan with respect to Braker Portfolio, will be paid with Available Cash held by the Braker Portfolio Estate including Cash realized from business operations and Sale Transaction Proceeds. Any amounts remaining after payment of all Allowed Claims and Wind Down Expenses of the Braker Portfolio Estate, will be paid to Braker Portfolio B, as the sole Class 5 Braker Portfolio Equity Interest holder. All Distributions under the Plan with respect to Braker Portfolio B will be from Cash received through its Class 5 Equity Interest in Braker Portfolio pursuant to the Plan and any other Available Cash held by the Braker Portfolio B Estate. In the event that there is insufficient Available Cash to pay all Allowed Administrative Claims, Priority Tax Claims, Other Priority Claims, and Other Secured Claims in the Braker Portfolio B Case, then the Mortgage Lender and Mezzanine Lender shall jointly fund all amounts, up to the Plan Backstop Amount of $2 million, required to be paid in full under the Plan. The Trustees anticipate sufficient cash to pay all Administrative Claims, Priority Tax Claims, Other Priority Claims, Other Secured Claims, Mortgage Loan Claim and Braker Portfolio Unsecured Claims in full. Recovery for the Mezzanine Loan Claim, Braker Portfolio B Unsecured Claims and Equity Interest will depend entirely on the outcome of the sale process and purchase price ultimately realized for the Properties owned by Braker Portfolio, and whether there will be any Sale Transaction Proceeds remaining after payment of all other Allowed Claims and Wind Down Expenses, to pay the Mezzanine Loan Claim, Braker Portfolio B General Unsecured Creditors and Braker Portfolio B Equity Interests. Class 4 consists of the General Unsecured Claims against Braker Portfolio. Each such holder shall receive on (or as soon as is reasonably practicable thereafter) the later of: (i) the Effective Date; and (ii) the date such Class 4 General Unsecured Claim becomes an Allowed Claim, in full and final satisfaction, settlement, release, and discharge of, and in exchange for such Class 4 Claim, Cash sufficient to satisfy its Allowed Class 4 Claim in full. The allowed unsecured claims total $808,035.66. Estimated recovery for Allowed Class 4 Claims under the Plan is 100%. Class 4 Claims are unimpaired under the Plan. Class 9 consists of General Unsecured Claims against Braker Portfolio B. Each holder of an Allowed Class 9 Claim shall receive, on (or as reasonably practicable after), the later of: (i) the Effective Date; or (ii) the date on which such Class 9 Claim becomes an Allowed Class 9 Claim, in full satisfaction, settlement, discharge and release of, and in exchange for such Claim, its Pro Rata share of Net Cash Proceeds remaining after all Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Claims in Classes 1–8 and the Wind Down Reserves are satisfied in full, until such Allowed Class 9 Claim is paid in full. Estimated recovery for Allowed Class 9 Claims under the Plan is 0 100%, depending on the amount of Braker Portfolio B Available Cash, including Net Cash Proceeds received by Braker Portfolio B from its Class 5 Equity Interest in Braker Portfolio, pursuant to the Plan. Class 9 Claims are impaired under the Plan. Class 5 consists of Braker Portfolio Equity Interests. The holder of the Braker Portfolio Equity Interests shall retain its Equity Interest. All Net Cash Proceeds, consisting of all Available Cash of Braker Portfolio remaining after payment of: (i) all Allowed Braker Portfolio Claims (including Administrative Claims, Professional Fee Claims, Trustee Fee Claims, Priority Tax Claims, and Class 1-4 Claims); and (ii) the Braker Portfolio Wind Down Reserve, shall be used to satisfy Braker Portfolio B Allowed Claims and the Braker Portfolio B Wind Down Reserve in accordance with the Plan, with any remaining Net Cash Proceeds remaining after payment paid to the holder of the Braker Portfolio B Equity Interests. Class 10 consists of all Equity Interests in Braker Portfolio B. Each such holder shall retain their Braker Portfolio B Equity Interest and receive a Pro Rata share of any Net Cash Proceeds remaining after all Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Claims in Classes 1–9 and the Wind Down Reserves are satisfied in full. Estimated recovery for Allowed Class 10 Equity Interests under the Plan is 0-100%, depending on the amount of Braker Portfolio B Available Cash, including Net Cash Proceeds received by Braker Portfolio B from its Class 5 Equity Interest in Braker Portfolio, pursuant to the Plan. All Distributions under the Plan with respect to Braker Portfolio, will be paid with Available Cash held by the Braker Portfolio Estate, including Cash realized from business operations and the Sale Transaction Proceeds. All Distributions under the Plan with respect to Braker Portfolio B will be from Available Cash held by the Braker Portfolio B Estate, including Cash received through its Class 5 Equity Interest in Braker Portfolio, which Cash shall consist of the Net Cash Proceeds. A full-text copy of the Disclosure Statement dated January 19, 2023 is available at https://bit.ly/3ZYBSRz from PacerMonitor.com at no charge. Counsel for Dawn Ragan: Michael McConnell, Esq. Nancy L. Ribaudo, Esq. KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Telephone: (817) 332-2500 Telecopy: (817)878-9280 Counsel for John Patrick Lowe: Brian T. Cumings, Esq. GRAVES, DOUGHERTY, HEARON & MOODY, P.C. 401 Congress Ave., Suite 2700 Austin, TX 78701 Telephone: (817) 512-480-5626 Telecopy: (512) 536-9926 About WC Braker Portfolio WC Braker Portfolio, LLC is primarily engaged in renting and leasing real estate properties. The Debtor filed Chapter 11 petition (Bankr. W.D. Texas Case No. 22-10293) on May 2, 2022, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Tony M. Davis oversees the case. Todd Headden, Esq., at Hayward PLLC serves as the Debtor's legal counsel. ATX Braker SR, LLC, as mortgage lender, is represented by Liz Boydston, Esq., and Stephen P. McKitt, Esq., at Polsinelli PC; and Mitchell A. Karlan, Esq., and Keith R. Martorana, Esq., at Gibson, Dunn & Crutcher, LLP. Dawn Ragan, the Chapter 11 trustee appointed in the Debtor's case, tapped Kelly Hart & Hallman, LLP as bankruptcy counsel; Geary, Porter & Donovan, P.C. as special counsel; and AMG II, LLC, doing business as Colliers, as property manager. WEC HOLDINGS: Moody's Affirms 'B2' CFR, Outlook Remains Stable -------------------------------------------------------------- Moody's Investors Service affirmed Brookfield WEC Holdings Inc.'s ("Westinghouse") B2 corporate family rating, B2-PD probability of default rating, and the B2 rating on the senior secured first lien bank credit facility, the senior secured first lien term loan, and the incremental first lien term loan. The rating outlook remains stable. Affirmations: Issuer: Brookfield WEC Holdings Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Backed Senior Secured First Lien Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Brookfield WEC Holdings Inc. Outlook, Remains Stable RATINGS RATIONALE Westinghouse's B2 CFR reflects its solid market position and geographic diversity as a supplier and servicer of nuclear reactors around the world. It also incorporates its recurring revenue profile, strong technical capabilities and high barriers to entry since it delivers mission critical products and services to mostly blue-chip customers in the nuclear power sector under long term contracts with high renewal rates. However, the company's profile is constrained by elevated financial leverage, somewhat modest interest coverage, aggressive dividend policy, and lack of end market diversity. The ratings are also constrained by limited growth opportunities due to limited nuclear power plant development and the ongoing decommissioning of existing power plants, although the latter appears to be slowing as a result of the Russia-Ukraine invasion and the renewed emphasis by certain countries towards energy independence. Additionally, M&A risk has emerged in the credit as evidenced by transactions over the last two years. On October 11, 2022, Brookfield Business Partners announced the sale of their 100% ownership interest in Westinghouse to a JV that will be owned 51%/49% by Brookfield Renewable Partners – which is an owner and operator of renewable energy assets globally – and Cameco Corporation – which is a large miner and supplier of uranium used by the nuclear power industry – for $7.9 billion, including the assumption of debt. The transaction is expected to close in the second half of 2023, subject to regulatory approvals and other customary closing conditions. Westinghouse is expected to have good liquidity over the next 12-18 months. At September 30, 2022 Westinghouse had $231 million of cash and $125 million available under its two revolvers – a $200 million ABL facility (unrated) and a $200 million revolving credit facility. The company should generate positive free cash flow in 2023 with results expected to benefit from its sizeable order backlog and the recurring nature of the services it provides. The company has no meaningful debt maturities prior to the maturity of their First Lien Term Loan in 2025. The stable outlook anticipates the company's operating results will remain stable over the next 12 to 18 months and it will maintain credit metrics that support its rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company sustains mid-to-high double digit EBITDA margins, consistently generates positive free cash flow and reduces its outstanding debt. A leverage ratio (Debt/EBITDA) sustained below 4.5x and interest coverage (EBITA/ Interest) above 2.0x could support an upgrade. Negative rating pressure could develop if the company has a weaker than expected operating performance or pursues M&A activity or shareholder friendly actions that result in negative free cash flow or a material deterioration in its credit metrics. The leverage ratio sustaining above 6.0x or the interest coverage ratio persisting below 1.5x could lead to a downgrade. A significant reduction in borrowing availability or liquidity could also result in a downgrade. ESG factors have a highly negative impact on Brookfield WEC's credit profile and ratings (CIS-4), mainly driven by Governance and Social risks. Governance risks are considered highly negative (G-4) given the wholly owned status by Brookfield Business Partners, a private equity sponsor, and shareholder-friendly policies including high balance sheet gross leverage, aggressive dividends and the pursuit of acquisitive growth. Social risks are also highly negative (S-4) due to the need for employees to operate at high risk work sites, partly offset by the society's focus on cleaner sources of power generation. However, Environmental risks are considered moderately negative (E-3), given the dependence on uranium for supply of fuel to nuclear reactors, partly offset by their role in the nuclear power value chain. Brookfield WEC Holdings Inc., headquartered in Cranberry Township, PA provides engineering, maintenance and repair services as well as highly-engineered parts and consumables to the global nuclear power sector. The company provides engineering support to nuclear plant operators, designs and manufactures fuel for nuclear reactors, provides maintenance services during required and planned outages, manufactures specialized components and parts, and provides decontamination, decommissioning, remediation and waste management services for nuclear power plants. The company generated revenues of about $3.5 billion during the twelve months ended September 30, 2022. The principal methodology used in these ratings was Construction published in September 2021. [*] Alexander Woolverton Joins Kramer Levin's Bankruptcy Practice ----------------------------------------------------------------- Alexander Woolverton has joined Kramer Levin's New York office as a partner in the Bankruptcy and Restructuring department. Mr. Woolverton represents debtors, creditors and distressed investment funds in Chapter 11 cases, out-of-court restructurings and cross-border insolvencies, with a focus on advising distressed investment funds, institutional investors and ad hoc groups of creditors in restructuring matters. Mr. Woolverton also has an active practice representing companies and distressed investment funds in out-of-court liability management and insolvency-sensitive transactions. Kramer Levin co-managing partners Paul H. Schoeman and Howard T. Spilko said, "Xander has an impressive track record of helping clients successfully navigate complex restructurings and a well-earned reputation as a knowledgeable, thoughtful and committed adviser. That is a terrific combination, and we are pleased to welcome him to Kramer Levin." "Xander has helped numerous leading alternative investment firms protect and grow their investors' capital by representing their interests exceptionally well in restructuring matters, and that's why those firms routinely seek his guidance and support," said Kenneth H. Eckstein and Thomas Moers Mayer, co-chairs of Kramer Levin's Bankruptcy and Restructuring department. "Kramer Levin's preeminent restructuring practice has an impeccable reputation and a fantastic team of lawyers," said Mr. Woolverton. "I am very excited to join them and look forward to supporting the firm's clients in a wide range of matters." Mr. Woolverton joins Kramer Levin from Paul, Weiss, Rifkind, Wharton & Garrison LLP. He began his career at Weil, Gotshal & Manges LLP after clerking for the Honorable Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York. Mr. Woolverton earned his J.D., magna cum laude, from Brooklyn Law School, where he was an associate managing editor of the Brooklyn Law Review, and his B.A. from Oberlin College. About Kramer Levin Kramer Levin Naftalis & Frankel LLP -- http://www.kramerlevin.com/ -- provides its clients proactive, creative and pragmatic solutions that address today's most challenging legal issues. The firm is headquartered in New York with offices in Silicon Valley, Washington, DC, and Paris and fosters a strong culture of involvement in public and community service. [*] Healthcare Company Bankruptcies Increased 84% in 2022 --------------------------------------------------------- Hailey Mensik of Healthcare Dive reports that healthcare company bankruptcies rose 84% in 2022. Chapter 11 bankruptcy filings for healthcare companies were 84% higher in 2022 compared to 2021, according to a recent report from advisory firm Gibbins Advisors. The combined number of senior care and pharmaceutical companies made up about half of the filings, with bankruptcy activity now returning to 2019 and 2020 levels, according to the report. Just two hospital cases were filed in 2022, compared to 10 filed in 2019, the report found. Dive Insight Healthcare companies are currently working through a "COVID hangover" as they deal with factors like continually high labor costs and staffing and supply shortages, according to the report. Companies are also facing cost increases amid inflation, low returns on invested assets and interest rate hikes — all of which can strain a company's cash flow and access to capital. From 2019 to 2022, senior care companies accounted for about 26% of healthcare company bankruptcy filings, while pharmaceutical companies accounted for about 23%. Hospitals made up about 13%, followed closely by medical supply companies and clinics and physician practices. Filings rose significantly throughout the year, with about three times more fillings in the fourth quarter of 2022 than in the first quarter. There was also an uptick in large bankruptcy filings, defined as companies with liabilities greater than $100 million. Only one large bankruptcy was filed in the first half of 2022, compared to six in the second half of the 2022. Filings among lower middle-market companies, defined as those with liabilities in the $10 million to $50 million range, also rebounded to levels higher than those seen when the pandemic began. This 2023, Gibbins expects the senior care and pharmaceutical industries to continue dealing with market consolidation and other financial distresses, with rural and standalone hospitals in particular likely to experience the same. Hospital bankruptcy filings, however, were down in 2022 compared to 2019, with just two cases filed -- at San Jorge Children's Hospital in Puerto Rico, and Pipeline Health System, a California-based system with seven safety net hospitals in California, Texas and Illinois. For the report, Gibbins analyzed data from BankruptcyData.com covering filings among healthcare companies with liabilities of $10 million or more from 2019 to 2022 broken out by sector. [*] Justin MacFarlane Rejoins AlixPartners as Partner ----------------------------------------------------- AlixPartners, the global consulting firm, on Jan. 24, 2023, disclosed that Justin MacFarlane has rejoined the firm, as a Partner and Managing Director in its global retail practice. He will work from AlixPartners' New York office. Mr. MacFarlane brings nearly three decades of experience in results-oriented leadership roles in consulting and as a C-suite executive at large retailers. His expertise includes transforming companies for growth and leading operational improvements to increase financial results. He is also an expert in digital transformations in the retail and consumer space. Mr. MacFarlane's corporate experience includes serving as Chief Strategy, Analytics, and Innovation Officer at Macy's Inc., where he transformed the analytics function, led revenue-generating innovation and headed a transformation office focused on EBITDA improvement through margin expansion, inventory efficiency, cost management and reduction of operational complexity. Earlier in his career, he was Senior Vice President of Corporate Strategy at Ann Inc., owner of the Ann Taylor, Loft and Lou & Grey brands. He also served as Executive Vice President and Chief Customer Officer at Ascena Retail Group Inc., where he was responsible for digital, stores, technology, analytics and strategy. From 2006 to 2010, prior to his corporate positions, Mr. MacFarlane worked at AlixPartners, joining the firm from a well-known global retail consultancy. Mr. MacFarlane holds an MBA from the Fuqua School of Business at Duke University in Durham, North Carolina, and a Bachelor of Science from Babson College in Wellesley, Massachusetts, with a double major in management information systems and quantitative methods. David Bassuk, Global Head of the Retail Practice at AlixPartners, said, "We're thrilled to welcome Justin back to AlixPartners. His deep experience in broad-scale transformations, both on the growth side and the cost side and both as a retailer as well as a consultant, make him exceptionally valuable to our clients in these unprecedently disruptive times in this industry." About AlixPartners AlixPartners -- http://www.alixpartners.com/-- is a results-driven global consulting firm that specializes in helping businesses successfully address their most complex and critical challenges. Its clients include companies, corporate boards, law firms, investment banks, private equity firms, and others. Founded in 1981, AlixPartners is headquartered in New York and has offices in more than 20 cities around the world. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Alan John Roers Bankr. D. Minn. Case No. 23-40072 Chapter 11 Petition filed January 17, 2023 In re Fulton Ventures LLC Bankr. E.D.N.Y. Case No. 23-40137 Chapter 11 Petition filed January 17, 2023 See https://www.pacermonitor.com/view/5GRU3SQ/Fulton_Ventures_LLC__nyebke-23-40137__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re L.G.C.F. Services Inc. Bankr. E.D.N.Y. Case No. 23-40121 Chapter 11 Petition filed January 17, 2023 See https://www.pacermonitor.com/view/WVMEFSY/LGCF_Services_Inc__nyebke-23-40121__0001.0.pdf?mcid=tGE4TAMA represented by: Narissa A. Joseph, Esq. LAW OFFICE OF NARISSA A. JOSEPH E-mail: njosephlaw@aol.com In re Tzedakah Foundation LLC Bankr. S.D.N.Y. Case No. 23-10051 Chapter 11 Petition filed January 17, 2023 See https://www.pacermonitor.com/view/7F7KJ3I/Tzedakah_Foundation_LLC__nysbke-23-10051__0001.0.pdf?mcid=tGE4TAMA represented by: Vivian Sobers, Esq. SOBERS LAW PLLC E-mail: vsobers@soberslaw.com In re Angelica M. Gonzalez and Ricardo Gonzalez Bankr. D.P.R. Case No. 23-00065 Chapter 11 Petition filed January 17, 2023 represented by: Jesus Batista Sanchez, Esq. In re Marilyn Knoll Glaser Bankr. S.D. W.Va. Case No. 23-50007 Chapter 11 Petition filed January 17, 2023 represented by: Paul W. Roop, Esq. In re Farmhouse Creative, LLC Bankr. M.D. Fla. Case No. 23-00178 Chapter 11 Petition filed January 18, 2023 See https://www.pacermonitor.com/view/E3ELULA/Farmhouse_Creative_LLC__flmbke-23-00178__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP E-mail: dvelasquez@lathamluna.com In re Michael Theron Smith, Jr. Bankr. S.D. Fla. Case No. 23-10373 Chapter 11 Petition filed January 18, 2023 represented by: Ryan Ranson, Esq. In re Luxe Spaces, LLC Bankr. M.D. La. Case No. 23-10042 Chapter 11 Petition filed January 18, 2023 See https://www.pacermonitor.com/view/7MITNVQ/Luxe_Spaces_LLC__lambke-23-10042__0001.0.pdf?mcid=tGE4TAMA represented by: Ryan J. Richmond, Esq. STERNBERG, NACCARI & WHITE, LLC E-mail: ryan@snw.law In re Fourteen Davison Plaza Associates LLC Bankr. E.D.N.Y. Case No. 23-70184 Chapter 11 Petition filed January 18, 2023 See https://www.pacermonitor.com/view/LMOEIMI/Fourteen_Davison_Plaza_Associates__nyebke-23-70184__0001.0.pdf?mcid=tGE4TAMA represented by: Heath S. Berger, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP E-mail: hberger@bfslawfirm.com/ gfischoff@bfslawfirm.com In re Nancy J. Hertzfeld Bankr. S.D.N.Y. Case No. 23-10058 Chapter 11 Petition filed January 18, 2023 represented by: Douglas Pick, Esq. In re DMD Services Inc. Bankr. E.D. Pa. Case No. 23-10152 Chapter 11 Petition filed January 18, 2023 See https://www.pacermonitor.com/view/TZQR2YA/DMD_SERVICES_INC__paebke-23-10152__0001.0.pdf?mcid=tGE4TAMA represented by: Tim Zearfoss, Esq. LAW OFFICE OF TIMOTHY ZEARFOSS E-mail: TZEARFOSS@AOL.COM In re Will-Onita's Family Restaurant, LLC Bankr. W.D. Pa. Case No. 23-20108 Chapter 11 Petition filed January 19, 2023 See https://www.pacermonitor.com/view/WJUPOVQ/Will-Onitas_Family_Restaurant__pawbke-23-20108__0001.0.pdf?mcid=tGE4TAMA represented by: Rodney D. Shepherd, Esq. LAW OFFICES OF RODNEY SHEPHERD E-mail: rodsheph@cs.com In re Shonn Terrance Tibbs Bankr. M.D. Tenn. Case No. 23-00184 Chapter 11 Petition filed January 19, 2023 In re George Leroy "Buc Harris Bankr. N.D. Tex. Case No. 23-40158 Chapter 11 Petition filed January 19, 2023 represented by: J. Forshey, Esq. In re Raymond Livestock Hauling, LLC Bankr. W.D. Mo. Case No. 23-60024 Chapter 11 Petition filed January 19, 2023 See https://www.pacermonitor.com/view/ABYHIQA/Raymond_Livestock_Hauling_LLC__mowbke-23-60024__0001.0.pdf?mcid=tGE4TAMA represented by: Ted L. Tinsman, Esq. DEBT DOCTORS OF MISSOURI, LLC E-mail: ted@debtdoctorslaw.com In re David Michael Peters Bankr. S.D. Cal. Case No. 23-00105 Chapter 11 Petition filed January 20, 2023 represented by: David Peters, Esq. In re League Bound Sports Complex, LLC Bankr. D.N.J. Case No. 23-10502 Chapter 11 Petition filed January 20, 2023 See https://www.pacermonitor.com/view/PGJMOPA/League_Bound_Sports_Complex_LLC__njbke-23-10502__0001.0.pdf?mcid=tGE4TAMA represented by: Robert N. Braverman, Esq. MCDOWELL LAW, PC E-mail: rbraverman@mcdowelllegal.com In re Lightfoot 2 Transportation, LLC Bankr. D.N.J. Case No. 23-10511 Chapter 11 Petition filed January 20, 2023 See https://www.pacermonitor.com/view/VCPDKOY/Lightfoot_2_Transportation_LLC__njbke-23-10511__0001.0.pdf?mcid=tGE4TAMA represented by: Robert N. Braverman, Esq. MCDOWELL LAW, PC E-mail: rbraverman@mcdowelllegal.com In re Lonestar Sports Bar & Grill Inc. Bankr. E.D.N.Y. Case No. 23-40183 Chapter 11 Petition filed January 20, 2023 See https://www.pacermonitor.com/view/EXS5SCY/Lonestar_Sports_Bar__Grill_Inc__nyebke-23-40183__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Dental Expression, PLLC Bankr. W.D. Tenn. Case No. 23-20354 Chapter 11 Petition filed January 20, 2023 See https://www.pacermonitor.com/view/ZLKXSBQ/Dental_Expression_PLLC__tnwbke-23-20354__0001.0.pdf?mcid=tGE4TAMA represented by: John Dunlap, Esq. LAW OFFICE OF JOHN E. DUNLAP E-mail: jdunlap00@gmail.com In re 476-478 South Franklin Street LLC Bankr. E.D.N.Y. Case No. 23-70226 Chapter 11 Petition filed January 22, 2023 See https://www.pacermonitor.com/view/ASAVNDY/476-478_SOUTH_FRANKLIN_STREET__nyebke-23-70226__0001.0.pdf?mcid=tGE4TAMA represented by: Elio Forcina, Esq. In re Dave Carry Chiropractic, Inc. Bankr. C.D. Cal. Case No. 23-10341 Chapter 11 Petition filed January 23, 2023 See https://www.pacermonitor.com/view/S5FXYDQ/Dave_Carry_Chiropractic_Inc__cacbke-23-10341__0001.0.pdf?mcid=tGE4TAMA represented by: Leslie Cohen, Esq. LESLIE COHEN LAW PC E-mail: leslie@lesliecohenlaw.com In re Gabriel Santiago Gangotena Bankr. S.D. Fla. Case No. 23-10519 Chapter 11 Petition filed January 23, 2023 represented by: Susan Lasky, Esq. In re Uncle Dan's Tire World, Inc. Bankr. D. Ore. Case No. 23-30137 Chapter 11 Petition filed January 23, 2023 See https://www.pacermonitor.com/view/LM3Z35Y/Uncle_Dans_Tire_World_Inc__orbke-23-30137__0001.0.pdf?mcid=tGE4TAMA represented by: Ted A. Troutman, Esq. TROUTMAN LAW FIRM P.C. E-mail: tedtroutman@sbcglobal.net ********* 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 ***