/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230206.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, February 6, 2023, Vol. 27, No. 36 Headlines 303 INVESTMENTS: Property Sale Proceeds to Fund Plan 5280 AURARIA: Court OKs Interim Cash Collateral Access 5280 AURARIA: Disclosures Hearing Continued to Feb. 10 8233 ROXBURY: Sale of Property to Pay Claims in Full 8617 WEST FORT: Claims to be Paid From Available Cash and Income ADINA 74 REALTY: Unsecureds to be Paid in Full in Liquidating Plan ADJ PROPERTIES: Plan Filing Deadline Extended to April 14 ADLI LAW: Unsecured Creditors to Get 11 Cents on Dollar in Plan AFTERSHOCK COMICS: Court OKs Deal on Cash Collateral Access AGELESS SERUMS: Seeks to Hire Pension Planning as Advisor AMC ENTERTAINMENT: $2B Bank Debt Trades at 38% Discount AMERICA-CV: Caribevision Wants Full 11th Circ. Ch.11 Plan Rehearing AMERICANAS S.A.: U.S. Court Protects Retailer from Creditors ANTHONY LOUIS DAVIDE: $25K Sale of Interest in Mad Twins Denied APEX SIERRA: $11.25M Sale of Fort Worth Property to K4 Sierra OK'd ART STONES: Court OKs Interim Cash Collateral Access ARTS DISTRICT: Case Summary & Four Unsecured Creditors ASHTON ALEXANDER: Selling 4 Camden Parcels to Urban for $75K Each ASP MCS ACQUISITION: $445M Bank Debt Trades at 23% Discount ASSUNCAO BROS: Unsecureds Owed $819K to be Paid in Full in 5 Years AUTOVOCITY TRANSPORT: Wins Final Cash Collateral Access AVAYA INC: $743M Bank Debt Trades at 73% Discount AVIANCA HOLDINGS: Creditors Faces Sanctions for Foreign Suits AVIS BUDGET: Egan-Jones Hikes Sr. Unsecured Ratings to BB BALLY SPORTS: Preps for Filing Chapter 11 Bankruptcy BARNES ENTERPRISES: Sinisson Offers $5.72-Mil. for Macon Property BED BATH & BEYOND: Appoints Restructuring Vet to Board BED BATH & BEYOND: Efforts to Find Buyer in Bankruptcy Stall BED BATH: Closer to Ch.11 Filing After Receiving Default Notices BETTER NUTRITIONALS: Dives Into Bankruptcy After Suing Goli BLOCKFI INC: $10-Mil. Chapter 11 Retention Payments Approved BRIDAL SUITE: Seeks Chapter 7 Liquidation in Louisville BUCKEYE TECHNOLOGIES: Egan-Jones Retains BB+ Sr. Unsecured Ratings CASTLE US HOLDING: $295M Bank Debt Trades at 31% Discount CELSIUS NETWORK: Can Return $115Mil. Loan Collateral in Chapter 11 CHARLES DEWEESE: Auction of Asphalt Plant Assets Set for Feb. 17 CLAREHOUSE LIVING: No Decline in Patient Care, 6th PCO Report Says COLUMBIA ASTHMA: Seeks Approval of DIP Loan from CMD Group CUSTOM ALLOY: Feb. 7 Hearing on Continued Cash Collateral Access DATG PIZZERIA: Gets OK to Hire Carlton Fields as Special Counsel DEBOER AGRICULTURAL: O & B Offers $1.16-Mil. for Hamilton Property DELTA AIR: Egan-Jones Retains B Senior Unsecured Ratings DEVILLE CORP: Court Orders Mediation With Savannah Under R. Kobert DEVILLE CORP: Gets OK to Hire Stichter as Legal Counsel DGS REALTY: U.S. Bank Opposes Treatment in Sale/Plan DGS REALTY: UST Wants Changes to Plan Disclosures DIOCESE OF BUFFALO: Committee Taps Stout Risius as Valuation Expert EAGLE MECHANICAL: Court OKs Interim Cash Collateral Access EAGLE MECHANICAL: Seeks to Hire Kroger Gardis & Regas as Counsel EASCO BOILER: Amends Several Secured Claims Pay Details EASTERN NIAGARA: No Decline in Patient Care, 12th PCO Report Says EMERGENT FIDELITY: Case Summary & Five Unsecured Creditors EMS BILLING SOLUTIONS: Taps Wagner Macaulay as Accountant ENDEAVOR GROUP: S&P Upgrades ICR to 'B+', Outlook Stable EPUMPS SOLUTIONS: Unsecureds Will Get 10.78% of Claims in 5 Years ERICKSEN ARBUTHNOT: Case Summary & 20 Largest Unsecured Creditors FARAJI ENTERPRISE: Gets OK to Hire William E. Jamison as Counsel FRANCIS LEO GROGAN, III: Sale of Davie Property for $1.4MM Approved FTX GROUP: Gets Court Okay to End Deal With Gisele Bundchen FTX GROUP: Prosecutors Say SBF Want to Influence Witness FUTURE VALUE: Has Deal on Cash Collateral Access G.A.H. BAR-B-Q: Case Summary & Six Unsecured Creditors G.D. III INC: Trustee Gets OK to Hire Larry Strauss as Accountant GANESH AA: Sale of Bellevue Property to Toor for $197K Granted GB SCIENCES: Incurs $449K Net Loss in Third Quarter GENEVER HOLDINGS: Gets OK to Hire Paul Hastings as Legal Counsel GIP III STETSON I: Fitch Hikes LongTerm IDR to B+, Outlook Stable GIRARDI & KEESE: Court Tosses $6.3-Mil Victims' Suit vs. NY Firm GRAND CANYON: Case Summary & 20 Largest Unsecured Creditors GRANDE LLC: Voluntary Chapter 11 Case Summary GREENBRIER CO: Egan-Jones Retains BB- Senior Unsecured Ratings HAL LUFTIG: Gets OK to Hire RK Consultants as Financial Advisor HALL AT THE YARD: Seeks Chapter 11 to Reorganize Debt HALL AT THE YARD: Seeks to Hire Stichter as Legal Counsel HERITAGE POWER: Feb. 16 Hearing on Continued Cash Collateral Use HEXCEL CORP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR HOBBY LOBBY: Court OKs Cash Collateral Access Thru Feb 28 HOMER CITY: $145M Bank Debt Trades at 35% Discount HOWMET AEROSPACE: Egan-Jones Retains BB Senior Unsecured Ratings INSTASET PLASTICS: Branford Buys Machinery and Equipment for $100K INSTASET PLASTICS: WGS Global Buying Office Equipment for $5K IXS HOLDINGS: $600M Bank Debt Trades at 16% Discount J CREW PROPERTY: Case Summary & 11 Unsecured Creditors JAF 27: Wins Cash Collateral Access Thru Feb 9 JASON'S HAULING: Court Approves Sale of Vehicles to Ritchie Bros JEFFERSON LA BREA: Seeks Cash Collateral Access Thru May 31 JERRY L. TEAL SR: Sale of Nashville Property for $5.2 Mil. Denied JFM HAMBURG: Wins Cash Collateral Access on Final Basis JGR GROUP: Wins Cash Collateral Access Thru May 7 JOHN V. GALLY: $114K Sale of 2 Winslow Properties to JTE Approved KB HOME: Egan-Jones Hikes Senior Unsecured Ratings to BB KDR SUPPLY: March 21 Disclosure Statement Hearing Set KEYWAY APARTMENT: Gets OK to Hire Larry Strauss as Accountant KONA MEZZ: Niumalu Marketplace Up for Sale on March 3 KTS SOLUTIONS: Wins Cash Collateral Access Thru March 31 LIONS GATE: Fitch Affirms LongTerm IDR at 'B', Outlook Negative LOGOS INC: Bid to Use Cash Collateral Denied as Moot M'PROVED METAL: Phillips' Objection to Sale of 2 Vehicles Withdrawn MARCUSE COMPANIES: Taps Rochelle McCullough as New Counsel MARTIN MIDSTREAM: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable MATCON CONSTRUCTION: Court OKs Interim Cash Collateral Access MEND CORRECTIONAL: Patient Care Ombudsman Submits Initial Report MENSONIDES DAIRY: Plan Agent's Livestock Auction via Toppenish OK'd MICHAEL M. PAISLEY: Sale of Timeshare to Hilton for $27.3K Approved MMM REALTY: Seeks to Hire Fisher-Sandler as Bankruptcy Counsel MOBITEK LLC: Unsecureds to Recover 3.62% in Subchapter V Plan MOMENTIVE PERFORMANCE: S&P Affirms 'B+' ICR, Outlook Stable MONTGOMERY REALTY: Hires St. James Law as Bankruptcy Counsel MORA HOUSE: Unsecured Creditors to Recover 100% in Sale Plan NANI WALE O'PUAKO: Taps Starn O'Toole Marcus as Special Counsel NATIONAL CINEMEDIA: $270M Bank Debt Trades at 69% Discount NATIONAL MENTOR: $165M Bank Debt Trades at 25% Discount NATIONAL MENTOR: $50M Bank Debt Trades at 25% Discount NATURE COAST: Taps Latham Luna Eden & Beaudine as Legal Counsel NAUTICAL SOLUTIONS: Court OKs Interim Cash Collateral Access NAUTICAL SOLUTIONS: Seeks to Hire Jackson Walker as Co-Counsel NAUTICAL SOLUTIONS: Seeks to Hire Kirkland & Ellis as Legal Counsel NEUROEM THERAPEUTICS: Case Summary & 20 Top Unsecured Creditors NEW YORK INN: Seeks Approval to Hire CBRE as Appraiser NGV GLOBAL: Settlement Resolving Dispute on Four Trucks Approved NUVO TOWER: Fine-Tunes Plan Documents ONE IMPORTERS: Auction Sale of 2015 Isuzu NPR Box Truck Granted PARKWAY GENERATION: S&P Places 'BB' Sec. Debt Rating on Watch Neg. PICCARD PETS: Files Emergency Bid to Use Cash Collateral QAZ LLC: Barred from Using Cash Collateral RAMSDELL LAW FIRM: Taps David Schroeder Law Office as Counsel REAMIR 57 CORP: Unsecureds Will Get 30% Dividend in 60 Months RHONDA LEE BARNEY: $20K Sale of Hartwell Property to Nielsens OK'd RHONDA LEE BARNEY: Proposed $280K Sale of Duluth Property Granted ROCK FITNESS: Unsecured Creditors to Recover 100% over 60 Months ROCK RIDGE: Seeks Access to $233,000 of Cash Collateral ROCKPOINT GAS: Fitch Affirms LongTerm IDR at 'B-', Outlook Stable RUBRYC THERAPEUTICS: Taps Fennemore Wendel as Special Counsel SANOTECH 360: Court OKs Interim Cash Collateral Access SAVESOLAR CORPORATION: Case Summary & 20 Top Unsecured Creditors SCHAEFERS SERVICE: Unsecureds Will Get 10% of Claims in 60 Months SERTA SIMMONS: Bankruptcy Court to Consider Hearing Lenders Dispute SHAAN AND KHAN: Gets OK to Hire The Pope Law Firm as Counsel SHO HOLDING: $233M Bank Debt Trades at 30% Discount SIGNAL PARENT: $550M Bank Debt Trades at 24% Discount SILVER CREEK: Court OKs Interim Cash Collateral Access SILVER STATE: Mincin Law Seeks Chapter 11 Trustee Appointment SILVERADO STREET: Returns to Chapter 11 Bankruptcy SM WELLNESS: $100M Bank Debt Trades at 30% Discount SOUTH AMERICAN BEEF: Court OKs Final Cash Collateral Access SPARKS, NV: Moody's Upgrades Rating on Special Tax to Ba1 SPG HOSPICE: No Patient Care Concern, 5th PCO Report Says SPIRIT AIRLINES: Egan-Jones Retains CCC+ Senior Unsecured Ratings STIMWAVE TECHNOLOGIES: Amends Unsecured Claims Pay Details STITCH ACQUISITION: $370M Bank Debt Trades at 18% Discount SYNCHRONY FINANCIAL: Fitch Assigns 'BB+(EXP)' Rating on Sub. Notes TD SYNNEX: Egan-Jones Retains BB+ Senior Unsecured Ratings TELESAT LLC: $1.91B Bank Debt Trades at 47% Discount TERRY JAMES JOHNSTON: Trustee's Sale of IP Assets for $1M Approved TESSEMAE'S LLC: Seeks Approval of $1.25-Mil. DIP Loan TIMES SQUARE: Amends Ongoing Trade Claims; Plan Hearing March 16 TIMOTHY D. RIEDEL: Sale of Phoenix Property to TJH for $650K Okayed TORINO CAMPUS: Sale of Torino Campus Parkway Property to GEM Okayed TRANSDERMAL SPECIALTIES: Unsecureds Will Get 100% in 36 Months TRISEPTEM DEVELOPERS: Taps Village Premier as Real Estate Agent TTM TECHNOLOGIES: Egan-Jones Retains B+ Senior Unsecured Ratings UNITI FIBER: S&P Rates New $1.750BB Senior Secured Notes 'B' UNIVERSAL REHEARSAL: Hires Colliers's as Real Estate Broker US RENAL CARE: $1.6B Bank Debt Trades at 36% Discount US RENAL CARE: $225M Bank Debt Trades at 36% Discount VERITAS US: EUR748M Bank Debt Trades at 32% Discount VICE BAR & BISTRO: Unsecureds to be Paid in Full in Plan WEST TECHNOLOGY: S&P Rates $901MM First-Lien Credit Facility 'B-' WHEEL PROS: $1.18B Bank Debt Trades at 28% Discount WHITE RABBIT: Wins Cash Collateral Access Thru Feb 28 WILLIAM HOLDINGS: Court OKs Deal on Cash Collateral Access WW INTERNATIONAL: $945M Bank Debt Trades at 40% Discount WYNN RESORTS: Egan-Jones Retains CCC+ Senior Unsecured Ratings XPLORNET COMMUNICATIONS: $200M Bank Debt Trades at 41% Discount [^] BOND PRICING: For the Week from Jan. 30 to Feb. 3, 2023 ********* 303 INVESTMENTS: Property Sale Proceeds to Fund Plan ---------------------------------------------------- 303 Investments, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado a Subchapter V Plan of Reorganization dated January 30, 2023. The Debtor has been in business for approximately fifteen years. The Debtor purchases raw land and has homes built on it for sale. The Debtor's bankruptcy case was filed because creditor MS Man Debt, LLC filed a lis pendens on all of its real property holdings, bringing property development and sales and the Debtor's cash flow to a halt. The values for the Debtor's primary assets total $8,932,646. The bar date for filing Proofs of Claims against the Debtor was January 10, 2023. Only one creditor filed a Proof of Claim asserting general unsecured Claim. College Peaks Banks filed an unsecured Claim in the amount of $624,528.94 based upon a guarantee of the Debtor on a loan to a related party but the Claim encumbers the Debtor's properties located 5126 Freddy's Trial, 5572 Freddy's Trial, 5622 Freddy's Trial, 5690 Freddy's Trial, 5625 Freddy's Trial, 5577 Freddy's Trial, 5531 Freddy's Trial, and 5483 Freddy's Trial. Class 8(a) consists of the general unsecured creditors of the Debtor who hold Allowed Claims arising from personal guaranties made by the Debtor which obligations are secured by property of the Debtor. Class 8(a) claimants shall receive a distribution from the Sale Proceeds from the property or properties in which the Class 8(a) claimant has a lien. To the extent there is insufficient Sale Proceeds to satisfy the Class 8(a) claimant in full, the balance shall be treated as a Class 8(b) Claim. Class 8(b) consists of the general unsecured creditors of the Debtor who hold Allowed Claims not arising from personal guaranties of the Debtor that is secured by property of the Debtor. Class 8(b) Allowed Claims shall share on a Pro Rata basis in the Net Sale Proceeds after the satisfaction of Allowed Administrative Claims. Class 9 includes the Interests of the Debtor, which Interests are unimpaired by the Plan. Upon confirmation of the Plan, the interest holders in the Debtor shall continue to maintain their interests in the Debtor. Upon the Effective Date of the Plan, the Debtor shall take all steps necessary to generate Sale Proceeds/Net Sale Proceeds and commence completion of construction and sale of the Debtors' real property assets. The Debtor may retain such professionals, contractors, subcontractors and employees as it deems necessary to generate the Sale Proceeds/Net Sale Proceeds, including real estate professionals and attorneys. The Debtor, as a part of generating the Sale Proceeds/Net Sale Proceeds, can borrow monies and encumber such assets as the Debtor determines is necessary to develop and/or improve the properties for sale. The Debtor may not encumber the assets of the Debtor for any other purpose except the development and improvement of the properties. The Debtor has been engaged in the business for over fifteen years and has the expertise and experience to fully develop and market its real estate holding to maximize the distribution to creditors. Based upon the projections the Debtor will develop and liquidate its assets within a three-year period generating $5,246,353 after the satisfaction of secured debt, accounting for the cost of construction and the cost of liquidation. Under the Plan, after 303 develops and liquidates the Debtor's real estate assets, the estate will have $5,823,250 to distribute to unsecured creditors. Thus, under the Plan, even if MSM's claim is allowed in full, it is projected that all unsecured creditors will be paid in full under the Plan. The Plan is the only mechanism that provides a means of paying unsecured creditors will be paid in full even if MSM holds an Allowed Secured Claim. A full-text copy of the Subchapter V Plan dated January 30, 2023 is available at https://bit.ly/3wTiojR from PacerMonitor.com at no charge. Attorneys for Debtor: Aaron A. Garber, Esq. Wadsworth Garber Warner Conrardy, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Telecopy: (303) 296-7600 Email: agarber@wgwc-law.com About 303 Investments 303 Investments, Inc., a company in Parker, Colo., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-14267) on Nov. 1, 2022, with $10 million to $50 million in assets and $500,000 to $1 million in liabilities. Alison Goldenberg has been appointed as Subchapter V trustee. Judge Joseph G. Rosania, Jr. oversees the case. The Debtor is represented by Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C. 5280 AURARIA: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Colorado authorized 5280 Auraria, LLC to use cash collateral on an interim basis in accordance with its agreement with DB Auraria, LLC. The Court said the Debtor may only use cash collateral in accordance with the interim budget, with a 15% variance. The estimated expenses may exceed these limits with prior written approval from DB Auraria, LLC and Auraria Stub, LLC. The Debtor is also permitted to use cash collateral, if necessary, to make interest or adequate protection payments to the Lenders as ordered by the Court. The Debtor is directed to provide the Lenders, on or before the 10th day of the following month, an accounting for the prior month of all revenue, cash expenditures and collections, with a comparison to budget. The Debtor will continue to file monthly operating reports with the same type of information provided in prior reports. A final hearing on the matter is set for February 23, 2023 at 1:30 p.m. A copy of the order is available at https://bit.ly/3wTAYZl from PacerMonitor.com. About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is the Debtor's counsel. 5280 AURARIA: Disclosures Hearing Continued to Feb. 10 ------------------------------------------------------ The Bankruptcy Court has entered an order granting the Ex Parte Unopposed Motion to Continue Disclosure Statement Hearing and Reset Attendant Deadlines filed by 5280 Auraria, LLC. The Disclosure Statement Hearing set to begin at 10:00 a.m. on Thursday, February 2, 2023, is continued to Friday, February 10, 2023 starting at 10:30 a.m. Objections to the Disclosure Statement must be filed and served in the manner specified in Local Bankruptcy Rule 3017-1 and Fed. R. Bankr. P. 3017(a), no later than February 7, 2023. The Circulation Deadline is reset from January 19, 2023 to January 30, 2023. The Filing Deadline is reset from January 23, 2023 to February 2, 2023. About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is the Debtor's counsel. 8233 ROXBURY: Sale of Property to Pay Claims in Full ---------------------------------------------------- 8233 Roxbury, LLC, submitted a First Amended Chapter 11 Plan of Reorganization and a corresponding Disclosure Statement. The Debtor seeks to pay all Holders of Claims in full through the Plan by using funds received from the sale of its real property. The funds from the sale will be distributed on the Effective Date. The Effective Date is usually 30 days following the date of entry of the order confirming the Plan unless a stay of the Confirmation Order is in effect. The Debtor seeks to establish the Effective Date as May 1, 2023. All Allowed Claims will be paid in full upon the completed sale of the Subject Property or the refinance of the Subject Property. This is after the payment of the projected Statutory Fees, Professional Fee Claims, Capital Gains taxes and Cost of Sale. This projected payout will pay 100% of the Unsecured Claims. While this process is pending, the Debtor has been approved for high end Airbnb rentals which will commence in December 2022. This will permit the Debtor to generate income in the short run and to pay its expenses. If the Subject Property is not sold or refinanced on or near the projected Effective Date, the Debtor will continue to make the proposed payments until the end of 2023 at which the Debtor will have sold and/or refinanced the Subject Property. Under the Plan, Class 6 General Unsecured Claims, this class includes all allowed unsecured claims. The total payment of $60.00 will be paid on the Effective Date. The Debtor will distribute the entire amount of the Sales Price and at least the Listing Price or the refinancing proceeds on the Effective Date. Attorneys for the Debtor: Stella Havkin, Esq. David Jacob, Esq. HAVKIN & SHRAGO ATTORNEYS AT LAW 5950 Canoga Avenue, Suite 400 Woodland Hills, CA 91367 Telephone: (818) 999-1568 Facsimile: (818) 293-2414 E-mail: stella@havkinandshrago.com A copy of the Disclosure Statement dated Jan. 25, 2023, is available at https://bit.ly/3Jjc8t6 from PacerMonitor.com. About 8233 Roxbury 8233 Roxbury LLC was formed for the purposes of owning, renting and borrowing against a property located in a desirable part of Los Angeles County near the Sunset Strip, West Hollywood and the historic Chateau Marmont, a prime location for tourists and visitors to Los Angeles. It is also the former residence of famous singer Barry Manilow 8233 Roxbury filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14444), with between $1 million and $10 million in both assets and liabilities. Gregory Kent Jones has been appointed as Subchapter V trustee. Judge Julia W. Brand oversees the case. Stella Havkin, Esq., at Havkin & Shrago, Attorneys at Law is the Debtor's counsel. 8617 WEST FORT: Claims to be Paid From Available Cash and Income ---------------------------------------------------------------- 8617 West Fort Foote, LLC, filed with the U.S. Bankruptcy Court for the District of Maryland a Plan of Reorganization dated January 30, 2023. The Debtor is a real estate investment company owning ten properties. The Debtor's principal place of business is 267 Kentlands Boulevard, Suite 5083, Gaithersburg, MD. The Debtor is a Maryland Limited Liability Company whose sole member is Nasir Khattak. The WFF Properties values are estimated by the Debtor. The Debtor's primary assets consist of the WFF Properties and the property at 2931 Mcderry Street. No independent appraisal of the assets has been performed, but the Debtor estimates that the total value of the real property is approximately $500,000. The Debtor's Chapter 11 - Subchapter V filing was precipitated by the COVID Pandemic causing financial difficulties for the Debtor's tenants and subsequent vandalism, with squatters not paying rent. The Debtor has used the time since the commencement of this case to evaluate the costs of renovating and leasing its vacant units, and negotiating with current tenant's regarding a cure for past due rent and future rent payments. Class One consists of a Secured Claim held by Bureau of Revenue Collections. Class One claim holder shall be paid in full over five years, through fully amortized payments at calculated at an interest rate of 5% per annum, payable monthly. Class Two consists of a Secured Claim held by Kiran Zia Irrevocable Trust. Class Two claim holder shall retain the first mortgage lien it held as same existed immediately prior to the Petition Date. Commencing on the 15th of the month following the Effective Date, the Allowed Secured Claim shall be paid in monthly installments over 60 months in the amount of $2,900 per month interest only calculated at 8% interest with a balloon payment to be made at the end of the 60th month of the Plan in an amount equal to the outstanding balance owing. Class 3 consists of a Secured Claim held by Toorak Capital Partners, LLC. Class 3 claim holder shall retain the first mortgage lien it held as same existed immediately prior to the Petition Date. Commencing on the 15th of the month following the Effective Date, the Allowed Secured Claim shall be paid in monthly installments over 60 months in the amount of $333 per month interest only calculated at 8% interest with a balloon payment to be made at the end of the 60th month of the Plan in an amount equal to the outstanding balance owing. Class Four consists of an under Secured Claim held by Farmingdale Ventures, LLC. Class Four claim holder shall be treated as a Class 6 Unsecured Creditor. Class Five consists of an under Secured Claim held by IEHD Inc. The Debtor has determined the secured portion of the Class Five Claimants Claim is $0. The unsecured balance of $140,000 shall be paid as an unsecured claim pursuant to Class 6. Class Five claim holder shall be treated as a Class 6 Unsecured Creditor. Class Three are holders of General Unsecured Claims, consisting of the $15,415 Claim of WCP Fund I, LLC, a $210 claim of the Internal Revenue Service and the undersecured Claims of IEHD Inc., and Farmingdale Ventures, LLC The estimated amount of unsecured claims as scheduled or filed is $335,625. In accordance with the Debtor's Cash Flow Analysis the Debtor has a projected Disposable Income of $194,490. Commencing on the first anniversary of the Effective Date of the Plan and each year thereafter for a total of 5 years, the Debtor shall make annual payments in an amount equal to the annual projected disposable income of the Debtor. The Debtor shall distribute the funds to the holders of liquidated, non-contingent claims as scheduled or filed, subject to timely objection to the validity or extent of each claim and the claims of creditors not otherwise treated under the Plan (the "General Unsecured Claims") on a prorata basis commencing one year after the Effective Date and annually thereafter during the life of the Plan. Class 6 consists of the ownership interests and its respective assets, which are not otherwise abandoned pursuant to the Plan. This Class is unaffected by the Plan. The Plan will be funded from a combination of (i) funds on hand in the estate at the time of Confirmation; and (ii) future income generated through leasing, sale or refinance of the WFF Properties. A full-text copy of the Plan of Reorganization dated January 30, 2023 is available at https://bit.ly/3DFnO64 from PacerMonitor.com at no charge. Counsel for the Debtor: Steven H. Greenfeld, Esq. Law Offices of Steven H. Greenfeld, LLC 325 Ellington Boulevard, #610 Gaithersburg, MD 20878 Telephone: (301) 881-8300 Email: steveng@cohenbaldinger.com About 8617 West Fort Foote 8617 West Fort Foote, LLC is a Maryland limited liability which was formed November 3, 2014, for the purpose owning and managing residential real estate. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 22-16122) on Nov. 2, 2022, with as much as $1 million in both assets and liabilities. The Debtor is represented by the Law Offices of Steven H. Greenfeld, LLC. ADINA 74 REALTY: Unsecureds to be Paid in Full in Liquidating Plan ------------------------------------------------------------------ Adina 74 Realty Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement in connection with its Chapter 11 Plan of Liquidation dated January 31, 2023. The Debtor is a New York corporation duly incorporated under the laws of the State of New York. The Debtor is the owner of the five-story, multi-unit, mixed-use townhouse located at 6 East 74th Street, New York, New York 10021, New York County (the "Property"). On or about July 2020, due to the Pandemic and the subsequent loss of income, the Debtor fell behind in mortgage payments. Two weeks after the assignment of the Loan to SKW, a foreclosure action was commenced on February 16, 2021 captioned SKW 6 East 74th Street Lender LLC v. Adina 74 Realty Corporation, et al, Supreme Court of the State of New York, County of New York, Commercial Division Part 53, Index No: 850019/2021 (the "Foreclosure"). The Property is valued at approximately $20,000,000, and the balance due SKW is approximately $5,706,000. When faced with the possibility that the Property, and the significant equity that the Debtor has in the Property could be lost in connection with the Foreclosure, the Debtor sought the protections of the Bankruptcy Court in order to maintain control of the Property in order to market, sell and maximize its value. The Property is currently listed for sale for $20,000,000, which the Debtor and its broker believe is the appropriate price to realize a prompt sale. Class 1 consists of the Holder of the Allowed Secured Claim of NYC. The holder of the Allowed Class 1 Secured Claim shall be paid in full, in Cash, together with statutory interest, upon the sale of the Property. Until such time that the Allowed Class 1 Claim is paid in full, the lien which secures the Class 1 Claim shall remain in full force and effect. The Debtor estimates that the Class 1 Claim totals approximately $425,000. The Allowed Class 1 Secured Claim is not Impaired under this Plan and the holder thereof shall be deemed to accept the Plan. Class 2 consists of the Holder of the Allowed Secured Claim of SKW. The holder of the Allowed Class 2 Secured Claim, which is estimated in the amount of $5,706,000, shall be paid in full, in Cash, together with interest at the contract rate, upon the sale of the Property. The holder of the Allowed Class 2 Secured Claim shall maintain its first priority mortgage lien on the Property, as well as its lien on the Debtor's other property, until such time as the Allowed Class 2 Claim is paid in full. The Allowed Class 2 Secured Claim of SKW is Impaired under this Plan. Class 3 consists of Holder of Allowed Secured Claim of the SBA. The holder of the Allowed Class 3 Secured Claim shall be paid in full, in Cash, together with interest at the contract rate, upon the sale of the Property. Until such time that the Allowed Class 3 Claim is paid in full, the subordinate liens on the Debtor's property, other than the Property, which secure the Class 3 Claim shall remain in full force and effect. The Debtor estimates that the Class 3 Claim totals approximately $163,000. The Allowed Class 3 Claim is Impaired under this Plan. Class 4 consists of the Allowed Unsecured Claims. The holders of the Allowed Class 4 General Unsecured Claims shall be paid in full, in Cash, upon the sale of the Property. The Debtor estimates that Class 4 Allowed Unsecured Claims total approximately $138,000. Class 4 Creditors are not Impaired under this Plan and shall be deemed to accept the Plan. Class 5 consists of the claims of holders of equity Interests in the Debtor. The holders of Allowed Interests shall retain all of their Interests in the Debtor and shall be entitled to receive the net proceeds of sale, in accordance with the terms of the Debtor's Operating Agreement, upon payment in full of all senior Classes of Creditors. The Allowed Class 5 Interests are not Impaired under this Plan and shall be deemed to accept the Plan. The Plan will be funded with the net proceeds from the sale of the Property. The Debtor will continue to market the Property for sale with the Modlin Group. The Debtor anticipates acquiring a buyer for the Property for a sale price sufficient to fund its Plan in full, with a significant distribution to Interest holders. Although it is impossible to know for certain exactly when all distributions under the Plan will be made, the Debtor projects payment to all creditors within 18 months of the Effective Date. A full-text copy of the Disclosure Statement dated January 31, 2023 is available at https://bit.ly/3RxmuHU from PacerMonitor.com at no charge. Attorneys for Debtor: Erica R. Aisner, Esq. Kirby Aisner & Curley, LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Phone: (914) 401-9502 Email: eaisner@kacllp.com About Adina 74 Realty Corp. Adina 74 Realty Corp. is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). Adina 74 Realty Corp. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11458) on Nov. 2, 2022. In the petition filed by Ezra Chammah, as president, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Judge John P. Mastando III oversees the case. The Debtor is represented by Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP. ADJ PROPERTIES: Plan Filing Deadline Extended to April 14 --------------------------------------------------------- Judge Thomas J. Tucker granted ADJ Properties, LLC, et al.'s motion to extend their deadline to file a Plan and Disclosure Statement. Judge Tucker has entered an order extending the Debtors' deadline to file a combined Plan and Disclosure Statement to April 14, 2023. The Order entitled "Order Establishing Deadlines and Procedures" is further amended, as follows: a. The deadline to return ballots on the plan, file objections to final approval of the Disclosure Statement, and file objections to confirmation of the Plan is May 16, 2023. b. The deadline for the Debtors to file a signed ballot summary indicating a ballot count is May 23, 2023. c. The telephonic hearing on objections to the Disclosure Statement and on confirmation of the Plan will be held on May 31, 2023 at 11:00 a.m. About ADJ Properties ADJ Properties LLC and ALJ Properties, LLC are each a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). ADJ Properties LLC and ALJ Properties, LLC filed for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-48074 and 22-48075) on Oct. 17, 2022. In the petition filed by Anthony Jekielek, as member, ADJ reported assets and liabilities between $1 million and $10 million. The Debtors are represented by attorneys at Strobl Sharp PLLC. ADLI LAW: Unsecured Creditors to Get 11 Cents on Dollar in Plan --------------------------------------------------------------- Adli Law Group P.C. submitted a Fourth Amended Plan of Reorganization for Small Business dated January 30, 2023. The Plan Proponent's financial projections show that the Debtor will have projected disposable income for the 5-year period of $500,000. The final Plan payment is expected to be paid on December 31, 2027, the first day of the sixtieth month following the estimated March 1, 2023 effective date of the plan. This Plan of Reorganization proposes to pay creditors of the Debtor from the net cash flow from its operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at between approximately nominal and 11.0 cents on the dollar, depending on the resolution of disputed claims and the amount of insurance available to pay insured claims. The debtor estimates that, after all disputed claims are resolved, the total amount of allowed Class 3(A) (including the uninsured portion of any previously disputed allowed malpractice claims) will range between $3.5 million and $115 million. If the disputed malpractice claims are allowed in a larger aggregate amount, the distributions to all holders of allowed unsecured claims could be materially lower. This Plan also provides for the payment of administrative and priority claims. Unless otherwise specifically provided in the Plan, upon the occurrence of the Effective Date of this Plan, all property of the estate shall vest in the reorganized Debtor, free and clear of all claims, liens, encumbrances, and interests. The distributions that are required to be made on or after the Effective Date of this Plan will be funded from (a) the Debtor's cash balances existing on the Effective Date, (b) the cash generated from the reorganized Debtor's ongoing business operations, (c) if the reorganized Debtor sells any assets, the proceeds generated from such asset sale(s), (d) if the reorganized Debtor secures an investor, the cash from any infusion of capital, (e) the amounts received under the settlement agreement with Dariush Adli, and (f) any other lawful source. This Plan will be funded with quarterly payments of $25,000 totaling $500,000 over the five-year life of the plan. From those funds, payments will be made to creditors in the following order of priority over time: (a) first to pay the fees and expenses of the Disbursing Agent, (b) then to pay approximately $53,000 in priority taxes (inclusive of estimated interest, but only if objections thereto are overruled) in 12 quarterly installments, with the balance of approximately $240,000 to be distributed pro rata to the holders of general unsecured claims (Class 3A). General unsecured claims against the estate total approximately $124,000,000. The vast majority of that claim total is composed of a very few, very large disputed malpractice claims that have all been tendered to the Debtor's various malpractice insurers. The Debtor or the Trustee has filed or intends to file timely objections to these and several other disputed claims; and reserves the right to seek estimation of some or all of those claims. The Debtor currently believes that only $582,000 of the scheduled and filed claims (Class 3A) are and should be treated as allowed claims. The pro-rata share of each quarterly distribution to unsecured creditors allocable to (i) undisputed claims shall be tendered by the Disbursing Agent shortly after the end of each quarter, and (ii) disputed claims shall be deposited into a disputed claims reserve and only distributed as and when those claims are resolved. Depending on the final resolution of contested claims and the application of any available insurance proceeds, the dividend to general unsecured creditors (Class 3A) might range anywhere between approximately 0.2% to 50%. A full-text copy of the Fourth Amended Plan dated January 30, 2023 is available at https://bit.ly/3jupHM0 from PacerMonitor.com at no charge. Attorney for the Debtor: Dean G. Rallis Jr., Esq. Hahn & Hahn LLP 301 E. Colorado Blvd., 9th Floor Pasadena, CA 91101-1977 Tel.: (626) 796-9123 Fax: (626) 449-7357 Email: drallis@hahnlawyers.com About Adli Law Group P.C. Adli Law Group, P.C., a full-service law firm in Los Angeles, filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-18572) on Nov. 10, 2021, listing $4,552,705 in assets and $4,538,284 in liabilities. Dariush G. Adli, president of Adli Law Group, signed the petition. Judge Sheri Bluebond oversees the case. The Debtor tapped Dean G. Rallis Jr., Esq., at Hahn & Hahn, LLP, as legal counsel. AFTERSHOCK COMICS: Court OKs Deal on 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 their agreement with Access Road Capital, LLC, through March 17, 2023. The Court said the Debtors' use of cash collateral will be limited to the amounts and times set forth on the budgets, provided that the Debtors may deviate from the line items in the Budgets by not more than 10% on a line item basis and not more than 15% on an aggregate basis. As previously reported by the Troubled Company Reporter, the Debtors originally borrowed money from the Lender in March 2020 in the principal amount of $11.090 million. The Debtors are jointly and severally liable to repay the Loan. The Lender asserts the Loan is secured by all, or substantially all, of the Debtors' assets. As of the Petition Date, the Senior Secured Lender claims that the amount due from the Debtors under the Loan Documents was $15.651 million. The Senior Secured Lender has consented to the use of not more than $25,000 of its cash collateral for purposes of investigation or litigation concerning the Claim Amount or the validity, priority and extent of its lien. As adequate protection, the Senior Secured Lender is granted a security interest in and lien upon all of the Debtors' presently owned and hereafter-acquired property, assets and rights. The security interests and liens will be valid, perfected, enforceable and effective as of the Petition Date without any further action by the Debtors, and the Senior Secured Lender. The Senior Secured Lender 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 the Senior Secured Lender's collateral after the Petition Date resulting from the Debtors' use of cash collateral. These events constitute an "Event of Default": (a) The Debtor(s) will fail to use the cash collateral in accordance with the Budget and the Order. (b) The Debtor(s) will have failed to deliver to Senior Secured Lender any of the reports required thereunder. (c) The entry of an order by the Court converting the Case(s) to a case under chapter 7 of the Bankruptcy Code. (d) The entry of an order by the Court dismissing the Case(s) pursuant to sections 1112(b) or 305 of the Bankruptcy Code or otherwise. (e) The entry of an order by the Court directing the appointment of a trustee pursuant to section 1104 of the Bankruptcy Code, or otherwise. (f) The Debtor(s)' failure to comply with any other provisions of the Interim Cash Collateral Order. (g) The Debtor(s)' consummation of the sale or transfer of assets outside of the ordinary course of business without an order of the Court authorizing the same. (h) The Debtor(s)' cessation of all business operations, as such business is conducted on the Petition Date. A hearing on the matter is set for March 10, 2023 at 1:30 p.m. A copy of the order is available at https://bit.ly/3HW20FW 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. C.D. Calif. Lead 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. AGELESS SERUMS: Seeks to Hire Pension Planning as Advisor --------------------------------------------------------- Ageless Serums, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Pension Planning Consultants, Inc. The Debtor requires an advisor to analyze its options with respect to making changes to its pension plan, assist in implementing any such changes, and apply to the Internal Revenue Service for relief from certain funding requirements. Joel Tippetts is the representative of Pension Planning Consultants who will be primarily responsible for providing the Debtor with the services. Mr. Tippetts will charge $250 per hour for his services. Pension Planning Consultants is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Joel Tippetts Pension Planning Consultants, Inc. 6201 Uptown Blvd NE, Suite 100 Albuquerque, NM 87110 Phone: (888) 880-1283 Email: info@pensionplanningusa.com About Ageless Serums Ageless Serums, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-31259) on May 5, 2022, with up to $100,000 in assets and up to $1 million in liabilities. Jarrod B. Martin serves as Subchapter V trustee. Judge Eduardo V Rodriguez presides over the case. Pachulski Stang Ziehl & Jones, LLP, Fox Rothschild, LLP and Pension Planning Consultants, Inc. serve as the Debtor's bankruptcy counsel, special litigation counsel, and pension plan advisor, respectively. AMC ENTERTAINMENT: $2B Bank Debt Trades at 38% Discount ------------------------------------------------------- Participations in a syndicated loan under which AMC Entertainment Holdings Inc is a borrower were trading in the secondary market around 61.6 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $2 billion facility is a Term loan that is scheduled to mature on April 22, 2026. About $1.93 billion of the loan is withdrawn and outstanding. AMC Entertainment Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides theatrical exhibition, movie screening, food distribution, online ticket booking, and other related services. AMC Entertainment offers movie theaters worldwide. AMERICA-CV: Caribevision Wants Full 11th Circ. Ch.11 Plan Rehearing ------------------------------------------------------------------- Piper Hudspeth Blackburn of Law360 reports that Spanish-language television company Caribevision Holdings Inc. has urged the full Eleventh Circuit to rethink a panel's decision to remand its Chapter 11 plan to a Miami court, arguing that the judges made "erroneous factual findings." The case is Emilio Braun, et al v. America-CV Station Group, Inc., et al., No. 21-13774 (11th Cir. 2023). JUSTIA recounts that just before the Chapter 11 reorganization plans of Caribevision Holdings, Inc. and Caribevision TV Network, LLC was set to be confirmed, the debtors filed an emergency motion to modify the plans under 11 U.S.C. Section 1127(a). The initial plans called for equity in the reorganized companies to be split between four shareholders: R.D.B., Pegaso Television Corp., E.B., and Vasallo TV Group. The modification, after being approved by the bankruptcy court, stripped the first three of their equity and allocated full ownership to the fourth -- a company controlled by the debtors' Chief Executive Officer. the three ousted shareholders, who collectively call themselves the Pegaso Equity Holders, now challenge the bankruptcy court's order granting the debtors' emergency motion to modify the reorganization plans. They contend that they were entitled to a revised disclosure statement and a second opportunity to vote on the plans under Federal Rule of Bankruptcy Procedure 3019(a) -- a procedural protection the bankruptcy court did not provide them. According to JUSTIA, the Eleventh Circuit reversed the order granting the debtor's emergency motion to modify the reorganization plans, reversed in part the bankruptcy court's order confirming the reorganization plans to the extent that it adopts the modification, and remanded to the bankruptcy court to fashion an equitable remedy. The 11th Circuit held that the bankruptcy court erred in granting the debtor's modification without first requiring that the debtor provide the Pegaso Equity Holders with a revised disclosure statement and a second opportunity to cast a ballot. About America-CV Station Group America-CV Station Group, Inc. is a privately held company primarily in the television station ownership and program production business. It provides broadcasting services. America-CV and affiliate Caribevision Holdings, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 19-16355 and 19-16359) on May 14, 2019. On May 28, 2019, America-CV Network, LLC and Caribevision TV Network, LLC also filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 19-16976 and 19-16977). The cases are jointly administered under Case No. 19-16355). At the time of the filing, each of the Debtors disclosed assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Jay A. Cristol oversees the cases. The Debtors tapped Genovese Joblove & Battista, P.A., as their bankruptcy counsel, and Fletcher, Heald & Hildreth, P.L.C., as Genovese's co-counsel. On Feb. 26, 2020, the Debtors filed a Chapter 11 plan of reorganization and disclosure statement. AMERICANAS S.A.: U.S. Court Protects Retailer from Creditors ------------------------------------------------------------ Steven Church of Bloomberg News reports that Brazilian shopping chain Americanas SA won protection from potential creditor actions in the US while the company's insolvency proceedings go forward domestically. US Bankruptcy Judge Michael Wiles approved the company's request to shield Americanas from lawsuits and other attacks by creditors, including from bondholders under a US debt contract who are owed about $1 billion. The approval is considered a routine part of a Chapter 15 bankruptcy petition; Chapter 15 allows non-US companies to seek help from a federal judge while they reorganize in their home countries. About Americanas S.A. Americanas was one of the largest diversified retail chains in Brazil, with a wide platform of physical stores, robust e-commerce, fintech, and has just entered into the niche food retail. It is listed on B3, being indirectly controlled by billionaire Jorge Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles. The retailer nosedived in January 2023 after becoming mired in an accounting scandal. The firm filed for bankruptcy at a court in Rio de Janeiro on Jan. 19, 2023. Americanas sought protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. WHITE & CASE LLP, led by John K. Cunningham, is the U.S. counsel. ANTHONY LOUIS DAVIDE: $25K Sale of Interest in Mad Twins Denied --------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida denied without prejudice Anthony Louis Davide's proposed private sale of 12.5% membership interest in Mad Twins LLC to Mad Twins for $25,000. A hearing on the Motion was held on Jan. 12, 2023. Anthony Louis Davide sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-12061) on March 16, 2022. The Debtor tapped Ida Barr, Esq., as counsel. APEX SIERRA: $11.25M Sale of Fort Worth Property to K4 Sierra OK'd ------------------------------------------------------------------ Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Apex Sierra Hermosa TX, LP, to sell the real property located at 3254 Las Vegas Trail, in Fort Worth, Texas, commonly known as the Sierra Hermosa Apartment, to K4 Sierra Hermosa Apartments, LLC, or its assigns for $11.25 million in accordance with the terms and conditions of the Purchase and Sale Agreement. The Sale is free and clear of all liens, interests, claims, and encumbrances, except for the liens that secure 2023 ad valorem taxes which will remain attached to the Property. At Closing, the Debtor will cause and instruct the title company coordinating the sale of the Property to pay in full from the proceeds of the sale of the Property, and the Debtor is authorized and directed to pay, the amounts as follows in the following order: A. All reasonable, customary, and usual costs of Closing in the sale of the Property including, without limitation, title policy cost, ad valorem property taxes for years through 2022 owed with 11 U.S.C. Section 506(b) interest at the state statutory rate of 1% per month, attorney and documents fees, a real estate commission and any United States Trustee fees associated with such payments; thereafter, B. The total amount owed to the Lender, Wilmington Trust, National Association, as Trustee for the registered holders of The Bancorp Commercial Mortgage 2019-CRE6, Trust Commercial Mortgage Pass-Through Certiﬁcates, as of the date of the Closing (excluding the Lender's attorneys' fees and other costs and expenses that would be allowed under Bankruptcy Code Section 506 after notice and a hearing), which total amount will be set forth in a declaration filed by the Lender regarding said balance owed and to be paid to Lender as of the date of the Closing; thereafter, C. The total amount owed to the City of Forth Worth as of the date of the Closing, which total amount will be set forth in a declaration filed by the City of Forth Worth regarding the balance owed and to be paid to the City of Forth Worth as of the date of the Closing; and thereafter, D. All remaining proceeds will be held in the Debtor in Possession account and will not be disbursed without further order of the Court. The payments will be indefeasible by the Debtor and may not be set aside or defeased by any subsequent trustee in the case or in any subsequent case for the Debtor. With respect to the ad valorem taxing authorities (including Tarrant County), they will retain the 2023 ad valorem property tax liens arising as of Jan. 1, 2023, against the Property that secures all base tax, penalties, and interest that will ultimately accrue for tax year 2023 with the taxes becoming the responsibility of the Purchaser. The Lender will be allowed to continue to hold the funds that it has on hand in various escrow, reserve or suspense accounts as a reserve to pay -- in cash -- its attorneys' fees and other costs and expenses plus a cushion, including for other costs and expenses upon the entry of an order allowing the same pursuant to 11 U.S.C. Section 506. After the allowance and indefeasible payment in full of all of the Lender's attorneys' fees and other costs and expenses (and other allowable costs and expenses that have been incurred by the Lender and will be incurred in the future) from the Reserves, the Lender will then release the balance of the Reserves to the Debtor. Conditioned upon the receipt of the indefeasible payment of all the amounts owed to the Lender as of the date of Closing (as those amounts are updated through the date of Closing by declarations filed by the Lender and the City of Forth Worth), the Lender's execution of a release of its liens upon the Property will not release its claims against the Reserves. The Lender's secured claim is allowed as set forth and as such, the Lender is excused from any requirement to file a proof of claim to support its claim and the calculation thereof. Until the sale of the Property is closed and funded (including the payment to the Lender), the Debtor will pay ad valorem taxes, utilities, and insurance as those charges become due and before they become delinquent. If the Debtor cannot successfully close the sale of the Property as contemplated by the Motion, the automatic stay of 11 U.S.C. Section 362 should terminate pursuant to Section 362(d)(3) as an unsuccessful single asset real estate. Specifically, the automatic stay of 11 U.S.C. Section 362 as to the Property will be immediately terminated on the earlier of (a) April 1, 2023, (b) five business days following the termination of the contract described in the Motion, or (c) five business days following the date that any charge for utilities, ad valorem taxes or insurance becomes past due. If and when the automatic stay terminates, the Lender will be allowed to foreclose and realize upon all of its collateral (including the Property and applying all funds held in escrows, reserves, and suspense accounts to reduce the debt secured by the Property) without the need for any further order or action by the Court. The Order is final and will be effective and enforceable immediately upon entry and will not be stayed pursuant to Bankruptcy Rule 6004(g). About Apex Sierra Hermosa TX, LP Apex Sierra Hermosa TX, LP is a Single Asset Real Estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-42638) on November 1, 2022. In the petition filed by Aron Puretz, representative of general partner, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Mark Mullin oversees the case. Eric A. Liepins, Esq., is the Debtor's legal counsel. ART STONES: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Art Stones Design Corp. to use cash collateral on an interim basis in accordance with the budget. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the subchapter V Trustee; (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 Citi Bank, FinWise Bank, and NFS Leasing. The Debtor is directed to provide $368 as monthly adequate protection payments to CIT Bank. Pursuant to the terms of its Settlement Agreement with the Debtor, Mulligan Funding, LLC, has agreed to waive its right to future adequate protection payments provided the Debtor confirms a Second Amended Plan no later than April 15, 2023. In the event the Debtor does not confirm its plan by April 15, the Debtor will resume its adequate protection payments to Mulligan under the terms of the prior cash collateral orders as a condition for the further use of cash collateral. As adequate protection, CIT Bank will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as its prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The Debtor will also maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditor. The further hearing on the matter is continued to March 20 at 9:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3wSVHMR from PacerMonitor.com. The Debtor projects $70,987 in total expenses for February 2023. About Art Stones Design Corp. Art Stones Design Corp.'s primary business activity is the custom fabrication and installation of natural stones and man made material for countertops. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Fla. Case No. 22-01716) on August 26, 2022. In the petition filed by Marco Pertile, its president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Jason A. Burgess oversees the case. Lisa C. Cohen, Esq., at Ruff & Cohen, P.A. is the Debtor's counsel. ARTS DISTRICT: Case Summary & Four Unsecured Creditors ------------------------------------------------------ Debtor: Arts District Patients Collective, Inc. d/b/a Arts District Healing Cente 1164 E 21st Street Los Angeles, CA 90011 Chapter 11 Petition Date: February 2, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-10604 Judge: Hon. Ernest M. Robles Debtor's Counsel: Reed Olmstead, Esq. LAW OFFICES OF REED H. OLMSTEAD 5142 Hollister Ave #171 Santa Barbara, CA 93111 Tel: (805) 963-9111 Email: reed@olmstead.law Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by James Shaw as chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7CUPOCI/Arts_District_Patients_Collective__cacbke-23-10604__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Four Unsecured Creditors: Entity Nature of Claim Claim Amount 1. 608 Mateo LLC Commercial Lease $251,000 2811 Shadowlawn Ave Los Angeles, CA 90039 Steven J. Revitz Tel: 3105573040 Email: srevitz@sbcglobal.net 2. Bailey Venture $420,000 Partners XXIV LLC 3025 Airport Ave Unit D Santa Monica, CA 90405 Email: James@bail.capital 3. Nejat Investment, LLC $144,941 1119 S Wall St Ste 101 Los Angeles, CA 90015 Tel: 213 744 1228 4. State Board of Equalization Sales Tax $1,356,585 Account Information Group, MIC: 29 PO Box 942879 Sacramento, CA 94279-0029 ASHTON ALEXANDER: Selling 4 Camden Parcels to Urban for $75K Each ----------------------------------------------------------------- Ashton Alexander Properties I, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to approve the sale of parcels 122 State Street, 124 State Street, 126 State Street, and 128 State Street in Camden, New Jersey, to Urban Development Partners, LLC, for $75,000 each. The Subject Parcels are subject to the following liens: a. DLJ Mortgage Capital, Inc. has a mortgage on 122 State Street in the original amount of $90,000; b. DLJ Mortgage Capital, Inc. has a mortgage on 124 State Street in the approximate amount of $98,000; c. DLJ Mortgage Capital, Inc. has a mortgage on 126 State Street in the original amount of $88,500; and d. DLJ Mortgage Capital, Inc. has a mortgage on 128 State Street in the original amount of $92,500. The Debtor asks authority to sell the Subject Parcels free and clear of all liens, claims, encumbrances, and interest, including but not limited to: a. All mortgages, judgments, liens and lis pendens of record; and b. All claims of ownership or other equitable rights of any party of any kind. The sale proceeds, after the payment of taxes, closing costs, and any liens, will be provided to TVC Funding, LLC, on account of its mortgage on each of the Subject Parcels. Each of the four sales involve the Debtor selling one of the Subject Parcels to a third-party consumer. The proposed Buyer has evidenced that it has the ability to close and consummate the transaction, as it will place a deposit into a segregated escrow account pursuant to each of the agreements. The Debtor has no connections with the third-party consumers. The sale of the Subject Parcels will benefit the Debtor and all of the Debtor's creditors as it will bring funds into the its estate and allow the Debtor to pay down existing secured debt. About Ashton Alexander Properties I, LLC Ashton Alexander Properties I, LLC sought Chapter 11 protection (Bankr. D.N.J. Case No. 22-18904) on Nov. 9, 2022. The Debtor estimated assets and liabilities in the range of $0 to $50,000. The Debtor tapped Albert A. Ciardi III, Esq., at Ciardi Ciardi & Astin as counsel. The Petition was signed by Damon J. Pennington, managing member. ASP MCS ACQUISITION: $445M Bank Debt Trades at 23% Discount ----------------------------------------------------------- Participations in a syndicated loan under which ASP MCS Acquisition Corp is a borrower were trading in the secondary market around 76.7 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $445 million facility is a Term loan that is scheduled to mature on May 18, 2024. About $421.6 million of the loan is withdrawn and outstanding. Headquartered in Lewisville, Texas, ASP MCS Acquisition Corp., primarily provides property inspection and preservation services on behalf of lenders and loan servers for homes with defaulted mortgage loans. The company is owned by affiliates of American Securities LLC, a private equity group. ASSUNCAO BROS: Unsecureds Owed $819K to be Paid in Full in 5 Years ------------------------------------------------------------------ Assuncao Bros., Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey a Subchapter V Plan of Reorganization dated January 30, 2023. The Debtor is a multi-generational family-run business that was founded in 1958 by brothers, Diamantino Assuncao and Manuel Assuncao, that began by installing foundations for homes and performing all facets of masonry work. The Debtor is a contractor and subcontractor specializing in concrete work, including, but not limited to, curb, sidewalk, bridge, barriers, and slabs. At the time of its bankruptcy filing, the Debtor had bonded and non-bonded projects throughout the State of New Jersey. The Debtor has determined that the highest and best return to creditors will be through continuing operations and making Distributions to creditors over the course of a 5-year plan (equal to 60 months). In particular, the Debtor believes it has the potential for a bright future, particularly in light of its status as a Disadvantaged Business Enterprise ("DBE"), a certification that enables the Debtor to competitively bid for state construction contracts in the State of New Jersey. The Debtor's bankruptcy and Plan will enable the Debtor to shed its economic burdens so that it can pay creditors through the Plan and grow. The Plan is to be funded through several sources, including: (i) cash on hand; (ii) the Debtor's 10% interest in recoveries of net profits in connection with the Debtor's subcontracts with Vollers Excavating and Construction, Inc. as previously approved by the Court (the "Kicker Provision"); (iii) the Debtor's 25% interest in any net recovery on a claim against Schiavone Construction Co.; (iv) the first $500,000 of future net profits from new projects followed by 51% of any future net profits generated thereafter over the five year period of the Plan; and (v) any recoveries from Avoidance Actions. Each Administrative Expense Claim will be paid in full on the later of (i) the Effective Date of the Plan, (ii) the date on which such Administrative Expense Claim is Allowed by the Court, or (iii) such later date as an administrative expense claimant consents to receive payment. Priority Unsecured Claims shall be paid in full over the life of the Plan, with annual payments not to exceed the aggregate sum of $100,000 except for year 5 as necessary to pay the remaining balance of Priority Unsecured Claims. All Allowed General Unsecured Claims will be eligible for a pro rata Distribution from available funds after payment of Administrative Expenses, Allowed Priority Tax Claims, and Allowed Priority Unsecured Claims. At this time, it is not possible to estimate what the Distribution to General Unsecured Creditors will be because the Debtor is still accruing Administrative Expenses and it is unclear at this point what the Debtor's projected disposable income will be because (i) the Debtor is investigating causes of action which may bring assets into its estate through judgments or settlements, including potential Avoidance Actions; (ii) it is presently unclear what recoveries the Debtor's estate will realize from its interest in subcontracts with Vollers under the Kicker Provision, its interest in any recovery on the Schiavone Claim, and from Avoidance Actions; (iii) the Debtor may object to certain claims; and (iv) Distributions to General Unsecured Creditors will be contingent on the Debtor's net revenue less costs from new projects during the life of the Plan. Therefore, the amount available for Distributions to Allowed General Unsecured Claims may increase or decrease prior to a final distribution based on the foregoing and based upon what value the Debtor can realize from the various sources of recoveries. Class 17 consists of Priority Unsecured Claims. The allowed priority unsecured claims total $819,000. Allowed Priority Unsecured Claims shall be paid in full over the 5 year period of the Plan, with annual distributions under the Plan on account of Allowed Priority Unsecured Claims to not exceed the aggregate sum of $100,000 per year. Class 18 consists of General Unsecured Claims. General unsecured proofs of claim in the aggregate amount of approximately $14,239,000 have been filed and remain subject to review. Pro rata payment of Allowed Unsecured Claims as soon as practicable following payment in full of allowed Administrative Expenses and payment in full of Allowed Priority Tax Claims and Priority Unsecured Claims. Class 19 consists of Equity Interest (membership interest in the Debtor). It is not anticipated that Equity Interest holders will receive any distributions under the Plan. Equity Interest Holders will retain a 51% interest in the Debtor to ensure that the Debtor maintains its DBE status so that the Debtor can continue to operate and fund the Plan. The Plan is a five-year (60 month) plan to be funded by: (i) cash on hand; (ii) 10% of any net profits payable by Vollers under the Kicker Provision; (iii) 25% of any recovery on the Schiavone Claim; (iv) the first $500,000 of future net profits from new business after the Plan is confirmed followed by 51% of any future net profits generated thereafter over the five year period of the Plan; and (v) any recoveries from Avoidance Actions. A full-text copy of the Subchapter V Plan dated January 30, 2023 is available at https://bit.ly/3laG2WI from PacerMonitor.com at no charge. Counsel to the Debtor: FOX ROTHSCHILD LLP Joseph J. DiPasquale, Esq. Michael R. Herz, Esq. Joseph A. Caneco, Esq. 49 Market Street Morristown, NJ 07960 Telephone: (973) 992-4800 Facsimile: (973) 992-9125 Email: jdipasquale@foxrothschild.com mherz@foxrothschild.com jcaneco@foxrothschild.com About Assuncao Bros. Assuncao Bros., Inc., is a contractor that specializes in concrete work, including, but not limited to, curb, sidewalk, bridge, barriers, and slabs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-16159-CMG) on August 3, 2022. In the petition signed by Martin Assuncao, president and chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Christine M. Gravelle oversees the case. Joseph J. DiPasquale, Esq., at Fox Rothschild LLP, is the Debtor's counsel. AUTOVOCITY TRANSPORT: Wins Final Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Autovocity Transport, LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to finance its operation. As previously reported by the Troubled Company Reporter, a search in the Texas Secretary of State showed that allegedly secured positions are held by the U.S. Small Business Administration, MCA Servicing, Samson Horus, Byzfunder, Simply Funding, Vivian Capital, Vault 26 Capital, Novus Capital, and G and G Funding Group LLC. As adequate protection for the use of cash collateral, the parties are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent and priority they possessed as of the Petition Date. A copy of the order is available at https://bit.ly/3DBOKDD from PacerMonitor.com. About AutoVocity Transport, LLC AutoVocity Transport, LLC is a car and motorcycle shipping agent based in Houston, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33814) on December 22, 2022. In the petition signed by Rafael Dominguez, owner, the Debtor disclosed $125,188 in assets and $1,029,408 in liabilities. Judge Eduardo V. Rodriguez oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, is the Debtor's legal counsel. AVAYA INC: $743M Bank Debt Trades at 73% Discount ------------------------------------------------- Participations in a syndicated loan under which Avaya Inc is a borrower were trading in the secondary market around 27 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $743 million facility is a Term loan that is scheduled to mature on December 15, 2027. About $735.6 million of the loan is withdrawn and outstanding. Avaya Inc. provides communication software and services. The Company offers unified communications, as well as contact centers, cloud, and collaboration services. AVIANCA HOLDINGS: Creditors Faces Sanctions for Foreign Suits ------------------------------------------------------------- More than 150 creditors of bankrupt Colombian airline Avianca Holdings have one month to drop the claims they're pursuing in other countries, or they're going to be blocked from seeking satisfaction from the Chapter 11 proceedings the airline has filed in New York federal bankruptcy court. The Avianca creditors in Columbia and Brazil that filed proofs of claim in the Chapter 11 cases of Avianca also filed lawsuits in courts in Columbia and Brazil that they continue to prosecute and have refused to withdraw or discontinue. U.S. Bankruptcy Judge Martin Glenn noted that by filing proofs of claim in the U.S. Bankruptcy Court, those creditors submitted to the jurisdiction of the Bankruptcy Court. Avianca's confirmed chapter 11 plan and the Bankruptcy Code discharge prepetition claims and enjoin the claimholders from commencing or continuing any action or proceeding to enforce or collect on those claims. After unsuccessfully trying to persuade these creditors to discontinue their foreign lawsuits, Avianca now seeks to hold those creditors in civil contempt. Avianca asked the Court to enter an order imposing coercive sanctions, giving those creditors 30 days to discontinue their foreign lawsuits, and if they fail to do so, disallowing their claims in the Chapter 11 cases. "The Court grants the requested relief, conditionally disallowing the claims unless the creditors discontinue their foreign lawsuits within 30 days," according to Judge Martin Glenn's order. Judge Glenn said in his memorandum opinion, "Here, the harm, as the Reorganized Debtors point out, is that the Foreign Plaintiffs may be able to obtain double recovery for their pre-petition claims, under the Plan and through the Foreign Actions, if they do not discontinue the Foreign Actions. (Motion ¶ 19.) The proposed sanctions are likely to be effective in abating this harm (at least to the extent of avoiding a double recovery). If the Foreign Plaintiffs discontinue the Foreign Actions as required by this Order, they can pursue their claims in the bankruptcy court, subject to any further objections of the Reorganized Debtors. If they do not comply with the Court’s order, their claims will be disallowed, as any double recovery will be obtained at the expense of Avianca's other unsecured creditors whose recoveries would be unfairly diluted. Finally, because all the Foreign Plaintiffs need to do for the proposed sanctions to abate is discontinue the Foreign Actions, there is no financial burden on the Foreign Plaintiffs to come into compliance with this Court's order. Accordingly, the Court finds that the Debtors' proposed sanction is reasonable in relation to the facts. See Terry, 886 F.2d at 1351." About Avianca Holdings SA Avianca -- https://aviancaholdings.com/ -- is the commercial brand for the collection of passenger airlines and cargo airlines under the umbrella company Avianca Holdings S.A. Avianca has been flying uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca serves 76 destinations in 27 countries within the Americas and Europe. Avianca Holdings S.A. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-11133) on May 10, 2020. At the time of the filing, Debtors disclosed $7,273,900,000 in assets and $7,268,700,000 in liabilities. Judge Martin Glenn oversees the cases. The Debtors tapped Milbank LLP as general bankruptcy counsel; Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon Abogados S.A.S. as restructuring counsel; Smith Gambrell and Russell, LLP as aviation counsel; Seabury Securities LLC as financial restructuring advisor and investment banker; FTI Consulting, Inc. as financial restructuring advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee for Region 2 appointed a committee of unsecured creditors in Debtors' bankruptcy cases on May 22, 2020. The committee is represented by Willkie Farr & Gallagher, LLP. AVIS BUDGET: Egan-Jones Hikes Sr. Unsecured Ratings to BB --------------------------------------------------------- Egan-Jones Ratings Company on January 12, 2023, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Avis Budget Group, Inc. to BB from B. Avis Budget Group, Inc. is an American car rental agency holding company headquartered in Parsippany, New Jersey. BALLY SPORTS: Preps for Filing Chapter 11 Bankruptcy ---------------------------------------------------- Tyler Koerth of MLB News reported on Bally Sports Regional Sports Networks' plan to file for Chapter 11 bankruptcy. Back in 2019, Sinclair Broadcast Group completed a deal with Fox Regional Sports Networks. Sinclair's sports channels are referred to as Bally Sports Regional Sports Networks (RSN). Bally Sports RSN is the service that several fan bases need to have in order to watch their local MLB, NBA and NHL teams. Today, it was announced that Sinclair's sports channels, including the RSNs, are preparing to file for bankruptcy. Diamond Sports Group LLC, which runs Sinclair's sports channels, is reportedly $8.6 billion in debt. On top of that, Sinclair owes $55 billion in sports-media rights to MLB, NBA, and NHL teams across the country. Sinclair is reportedly hoping to strike a deal to help them keep the channels operating during bankruptcy. How might Bally Sports Regional Sports Networks preparing for bankruptcy affect fans who want to watch their local teams? A big contributing factor that has led to this has been companies refusing to pay the high price Sinclair wants for its Bally Sports RSNs. This is why RSNs are no longer available on DISH networks and streaming services such as YouTube TV, sling, and others. In an attempt to counteract this, Sinclair previously launched a $20-a-month subscription service to get Bally Sports networks without cable TV. Unfortunately, this has come with flaws that often include the app crashing. It also has not generated enough revenue and Sinclair is now considering a new streaming service that would give fans the option to pay to watch individual games. There are a lot of scenarios that could play out in the next few months. Diamond Sports Group LLC has options, including ending contracts with teams or halting payments to teams while keeping their contracts in place. It's possible that some contracts with teams could end while others see cutbacks on payments. If contracts end, it is possible that the team could reclaim their media rights. About Bally Sports Regional Bally Sports Regional Sports Networks are a group of regional sports networks in the United States owned by Diamond Sports Group, a joint-venture company of the Sinclair Broadcast Group and Entertainment Studios. BARNES ENTERPRISES: Sinisson Offers $5.72-Mil. for Macon Property ----------------------------------------------------------------- Barnes Enterprises, LLP, asks the U.S. Bankruptcy Court for the Middle District of Georgia, Macon Division, for authority to sell the real property located at 4660 and 4025 Riverside Park Boulevard, in Macon, Georgia 31210, together with certain equipment, fixtures, and personal property located thereon to Dr. Hugh Sinisson, III, for $5.72 million. Respondent Renasant Bank is a Mississippi bank with its principal office located at 209 Troy Street, Tupelo, Mississippi, 38804. Renasant may be served through its registered agent CT Corporation, 289 S. Culver Street, Lawrenceville, Georgia 30046-4805. Alternatively, it may also be served through David Garland, Esq., an attorney known to represent Renasant in connection with the matter. Mr. Garland may be served at P.O. Drawer 71727, Albany, Georgia 31708-1727 or via electronic mail at dgarland@mcdr-law.com. Respondent NFS Leasing, Inc. is a Massachusetts Corporation with its principal place of business at 900 Cummings Center, Suite 226-U, Beverly, Massachusetts 01915. NFS may be served through its registered agent Jonas D.L. McCray at 900 Cummings Center Suite 226-U, Beverly, Massachusetts 01915. It may also be served through Sean Kulka, Esq., an attorney known to represent NFS in connection with the matter. Respondent Bibb County Tax Commissioner is the taxing authority for Bibb County, Georgia that may be served with this Motion by serving Bibb County Tax Commissioner c/o Honorable Samuel Wade McCord, Tax Commissioner, at 188 3rd Street, Macon, Georgia 31201. Tax Commissioner is subject to the jurisdiction and venue of the Court. Upon information and belief, Tax Commissioner may claim an interest in the Property for ad valorem taxes for the current and past years. In operating the Property, the Debtor has a number of tenants who each lease space from the Debtor under the terms and conditions set forth in individual leases. The tenants are Piedmont Sports Medicine & Orthopaedic Clinic, P.C., Piedmont Surgery Center I, L.P., and The Sports Medicine & Therapy Center, Inc. The Tenants each assert a leasehold interest in the Property. They may be served with a copy of this motion by service upon David Hollingsworth, Esq, an attorney known to represent the Tenants in connection with the matter. On Jan. 17, 2023, the Debtor entered into a certain Purchase and Sale Agreement with the Purchaser relating to the purchase and sale of the Property. In pertinent part, the Contract provides that Seller shall sell the Property to the Purchaser for a purchase price of $5.72 million. The Debtor moves for the entry of an Order: (a) authorizing the Debtor's sale of the Property in accordance with the Contract, and authorizing and approving the sale free and clear of all liens, claims, and interests, with such liens, claims, and interests to attach to the net proceeds of such sale; (b) authorizing disbursal of the proceeds of the sale as follows: 1. pay liens for unpaid ad valorem taxes assessed against the Property through the closing of the safe, including taxes, if any, owing to Tax Commissioner; 2. pay all usual, customary, and reasonable costs associated with the sale as agreed by the Debtor and Purchaser in the Contract; 3. pay to Renasant at the closing the net due to Seller for application to the Renasant indebtedness (subject to any agreement, including any settlement agreement, between the Debtor and Renasant). 4. pay to Debtor at closing the remaining net proceeds from the sale. (c) determining the value of the Property being sold securing the liens, if any, pursuant to 11 U.S.C. Section 506(a); and (d) granting the other relief as set forth. As part of its internal considerations toward restructuring, the Debtor has determined to sell the Property and use the proceeds to pay the allowed, secured claim of Renasant and other creditors who are determined to have allowed claims against the Property. It believes that the benefits of the sale outweigh the benefits of its continued ownership of the Property. The Debtor asks that it be permitted to pay the usual and customary closing fees and costs using proceeds of the sale, including outstanding ad valorem taxes, with the remaining balance of the proceeds to be paid to Renasant, or otherwise in accordance with the Contract or Bankruptcy Code. It asks determination of the value of the Property being sold securing the liens, if any, of the named Respondents asserting liens in the assets to be sold as required under 11 U.S.C. Section 506(a) and F.R.B.P. 3012. The sale of the Property calls for the possible assumption and assignment of certain executory contracts and leases. Accordingly, the Debtor asks that the Court enters an order allowing it to assume the service contracts, and then assign them to the Purchaser, effective as of the closing of the sale. The Debtor believes that time is of the essence in closing the transaction contemplated in the Motion. Therefore, it asks that the Court waives the 14-day stay of any order approving the Motion pursuant to F.R.B.P. 6004(h), 6006(d). About Barnes Enterprises Barnes Enterprises LLP, a financial services company in Macon, Ga., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 22-51155) on Oct. 3, 2022, with up to $50 million in assets and up to $10 million in liabilities. Jenny Martin Walker has been appointed as Subchapter V trustee. The Debtor tapped Matthew S. Cathey, Esq., at Stone & Baxter, LLP as legal counsel and Clayton & Company, PC as accountant. BED BATH & BEYOND: Appoints Restructuring Vet to Board ------------------------------------------------------ Joe Toppe of FOX Business reports that Bed Bath & Beyond added restructuring expert Carol Flaton to its board as an independent director, effective immediately. Flaton serves as an independent director of Talen Energy Supply. According to the biography posted on that company's website, Flaton previously served as a managing director at AlixPartners. While there, she specialized in restructuring and turnarounds. Prior to joining AlixPartners, she was a managing director at Lazard Freres restructuring practice. 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 Nov. 26, 2022, the Company disclosed $4.401 billion in total assets against $5.200 billion in total liabilities. Cash, cash equivalents and restricted cash were $225.7 million as of Nov. 26, 2022, a decrease of approximately $245.2 million as compared with February 26, 2022. * * * 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. BED BATH & BEYOND: Efforts to Find Buyer in Bankruptcy Stall ------------------------------------------------------------ Eliza Ronalds-Hannon, Lauren Coleman-Lochner and Reshmi Basu of Bloomberg News report Bed Bath & Beyond Inc.’s efforts to find a buyer in bankruptcy have stalled, potentially putting the retailer on a path toward liquidation as it faces a Chapter 11 filing, according to people with knowledge of the matter. The retailer is preparing to file for bankruptcy protection imminently, likely without a bidder in place for assets including its Buy Buy Baby brand, which is viewed by some as its most valuable chain, said the people, who asked not to be named discussing private company plans. They added that talks are ongoing and a buyer could still emerge. 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 Nov. 26, 2022, the Company disclosed $4.401 billion in total assets against $5.200 billion in total liabilities. Cash, cash equivalents and restricted cash were $225.7 million as of Nov. 26, 2022, a decrease of approximately $245.2 million as compared with February 26, 2022. * * * 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. BED BATH: Closer to Ch.11 Filing After Receiving Default Notices ---------------------------------------------------------------- Bed Bath & Beyond Inc. said it had received a default notice from JPMorgan Chase & Co., its loan agent, and warned it didn't have enough funds to make payments. According to its Form 10-Q filed Jan. 26, 2023, Bed Bath & Beyond that on or around Jan. 13, 2023, certain events of default were triggered under the Company's Credit Facilities as a result of the Company's failure to prepay an overadvance and satisfy a financial covenant, among other things. As a result of the continuance of such events of default, on Jan. 25, 2023, the administrative agent under the Amended Credit Agreement notified the Company that (i) the principal amount of all outstanding loans under the Credit Facilities, together with accrued interest thereon, the FILO Applicable Premium and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations of the Company accrued under the Amended Credit Agreement, are due and payable immediately, (ii) the Company is required, effective immediately, to cash collateralize letter of credit obligations under the Credit Facilities, and (iii) effective as of January 25, 2023, all outstanding loans and obligations under the Credit Facilities shall bear interest at an additional default rate of 2% per annum. The Company's outstanding borrowings under its ABL Facility and FILO Facility were $550.0 million and $375.0 million, respectively, as of Nov. 26, 2022. In addition, the Company had $186.2 million in letters of credit outstanding under its ABL Facility as of Nov. 26, 2022. The Company also had $1.030 billion in senior notes (excluding deferred financing costs) outstanding as of Nov. 26, 2022. In its Form 10-Q filed with the SEC, the Company stated, "At this time the Company does not have sufficient resources to repay the amounts under the Credit Facilities and this will lead the Company to consider all strategic alternatives, including restructuring its debt under the U.S. Bankruptcy Code. The Company is undertaking a number of actions in order to improve its financial position and stabilize its results of operations including but not limited to, cost cutting, lowering capital expenditures, and reducing its store footprint including related distribution centers. In addition, the Company will continue to seek reductions in rental obligations with landlords in its determination of the appropriate footprint, seek additional debt or equity capital, reduce or delay the Company's business activities and strategic initiatives, or sell assets. These measures may not be successful." 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 Nov. 26, 2022, the Company disclosed $4.401 billion in total assets against $5.200 billion in total liabilities. Cash, cash equivalents and restricted cash were $225.7 million as of Nov. 26, 2022, a decrease of approximately $245.2 million as compared with February 26, 2022. * * * 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. BETTER NUTRITIONALS: Dives Into Bankruptcy After Suing Goli ----------------------------------------------------------- Hank Schultz of Natural Products Insider reports that Better Nutritionals, a prominent gummy contract manufacturer, declared bankruptcy last December 2022, just one day after suing its biggest customer, Goli Nutrition, to recover what it says are huge sunk costs. The lawsuit, which seeks hundreds of millions of dollars in damages, was filed in the U.S. District Court of the Central District of California against various Goli entities and the company's co-founders, Michael Bitensky and Deepak Agarwal. In the suit, and in a statement filed by Better Nutritionals' founder Sharon Hollman as part of the Chapter 11 bankruptcy filing, the company claimed Goli induced the contract manufacturer to greatly expand its manufacturing capacity to supply Goli's high demand for finished products. Better Nutritionals claimed that Goli's sales projections were several times higher than what the brand eventually took delivery of, leaving the contract manufacturer with a large amount of unsold inventory now nearing the end of its shelf life. This was not merely a huge miscalculation on Goli's part—the sales projections were put forward in bad faith, the lawsuit alleged. In addition to the large amount of inventory that Goli claimed it needed but never accepted delivery of, the lawsuit also detailed the complicated financial transaction entered between the parties, presumably to help pay for the finished goods. Goli acquired a 25% interest in Better Nutritionals in return for a 3% stake in Goli. In the lawsuit, Better Nutritionals said it has discovered the 3% Goli stake is worth far less than the ownership chunk that Goli obtained. Curiously, the same legal counsel represented both parties in the stock-swap transaction, which was to have such big implications for Better Nutritionals. Better Nutritionals' lead attorney, Max Folkenflik, said at the time Goli accounted for 93% of Better Nutritionals' business, and the relationship appeared solid. (The law firm involved, DLA Piper, is also named as a defendant in the lawsuit.) "At the time of the stock swap, Better Nutritionals was Goli's exclusive manufacturer, and their interests were totally in sync, or at least that's what Better Nutritionals and Sharon Hoffman were led to believe and did believe," Folkenflik told Natural Products Insider. The lawsuit claimed Goli originally approached Better Nutritionals in 2018 seeking to have an apple cider vinegar gummy product made, and offered a product made by a competitor as an example of what was wanted. According to the lawsuit, Better Nutritionals devised a proprietary approach to make the gummies smell and taste like apples, not vinegar. The suit further claimed Goli exerted pressure to have patents for that technology issued in its name, in return for a promise of vigorous defense of the patents and exclusivity for Better Nutritionals. In the end, the suit alleged, neither promise was kept. The dollar amounts involved in the lawsuit and bankruptcy filing are staggering, given that Better Nutritionals was a small firm at the outset. The initial relationship was highly profitable for Better Nutritionals before it soured. In 2018, Better Nutritionals said it had around 18 employees and annual revenues of about $4 million, with profits of about $1 million, or a very healthy 25% margin. As the relationship with Goli blossomed, it became clear that more capacity was needed. The lawsuit claimed that in 2019 Goli projected it would need millions of bottles a month, up from the 400,000-bottles-a-month capacity that Better Nutritionals had at the time. The suit asserted those projections rose to as high as 12 million to 15 million bottles a month. Liability for new manufacturing plant To meet these demands, Better Nutritionals opened a 420,000-square-foot facility in Norco, California, that needed "tens of millions of dollars" in capital improvements, and which included a $350,000-per-month lease, up from the $10,000-per month-lease for its original facility. Better Nutritionals also installed an expensive suite of manufacturing equipment specified by Goli that ended up costing $70 million. At one time, the company's head count had risen to as many as 600. In July 2021, the lawsuit alleged, Goli ordered $281 million worth of finished goods and gave a verbal purchase order for 300 million bottles to be used for future production runs. But according to the lawsuit, Goli paid only $180 million toward the finished goods order and paid nothing toward the 300-million bottle order. By August of that year, Goli had allegedly cut its sales projections by more than 90%. The lawsuit alleged Goli's sales projections were fraudulently set so high to attract investment capital. In October 2021, private equity firm VMG Partners invested $100 million into Goli, a deal which gave it two seats on Goli's board of directors. Shortly thereafter, the lawsuit alleged, gummy production, which included Better Nutritionals' trade secrets, was shifted to competing gummy contract manufacturer Merical (VMG Partners and Merical have also been named in the suit). Curiously, the agreement that gave rise to the new manufacturing plant apparently contained neither a clause preventing Goli from seeking other manufacturing partners nor one mandating purchase minimums. Better Nutritionals is seeking damages of "no less than $200 million." As of publication time, Goli, VMG Partners, Merical and DLA Piper had not responded to requests for comment. None of the defendants have yet responded in court, either. Sources with the dietary supplement industry contacted for this story said the case could be viewed as a poster child of what not to do when it comes to managing the manufacturer-customer relationship. "Before you sign a lease for a bigger facility like that, you need to have an exclusive agreement and minimums in place," said attorney Erica Stump, who has represented a variety of clients in the industry. At the very least, Better Nutritionals should have implemented procedures to prevent its trade secrets from walking out the door, according to Stump. "Non-compete agreements are not enforceable in California, but they could have had some NDAs [nondisclosure agreements] in place," she said. "When you go from something like 10 employees to more than 500 overnight and you are just trying to keep up with demand, sometimes you don't do your due diligence, and this is what can happen." Attorney Marc Ullman underscored the need for an organization like Better Nutritionals to retain its own counsel when dealing with some of the issues highlighted in the lawsuit. "The lesson from this story is … there is a threshold where you need to have your own lawyer," Ullman, of counsel to Rivkin Radler LLP, said. "There were huge value contracts and a complex securities transaction here. Without passing judgement on the merits of the case, based on what's in the complaint, there was no mechanism in place to protect the manufacturer beyond trusting in the good faith of the customer." Scott Steinford, who operates the firm Trust Transparency Consulting, has had experience on both sides of the fence, having managed both a finished product marketer as well as a contract manufacturing firm. Without yet seeing the defendants' side of the story, Steinford observed that it remains true that it takes two to tango. "Subsequent verification of the facts is a key component to trust," he said. "Transparency must be mutual and make sense; neither of these facts were present from both parties. There is no responsible verification when one party represents and reviews both sides." Steinford concluded it's unclear who's at fault. "Conceivably, it takes two to break trust because both parties, at some level, are complicit in the actions which caused harm," he said. "It will be interesting to see how this case plays out and is resolved, but the fact is a great deal of lessons can be gleaned from reading this complaint." About Better Nutritionals Better Nutritionals, LLC is a contract manufacturer and R&D leader in nutritional supplements. The company is based in Norco, Calif. Better Nutritionals' biggest customer is Goli Nutrition, which built its reputation on its fast-selling apple cider vinegar products and has expanded into other product categories, including ashwagandha. Just one day after suing Goli Nutrition, Better Nutritionals sought protection from Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14723) on Dec. 20, 2022. In the petition signed by Sharon Hoffman, manager, the Debtor disclosed $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mark D. Houle oversees the case. John N. Tedford, IV, Esq., at Danning Gill Israel & Krasnoff, LLP and Force 10 Partners, LLC serve as the Debtor's legal counsel and financial advisor, respectively. BLOCKFI INC: $10-Mil. Chapter 11 Retention Payments Approved ------------------------------------------------------------ BlockFi Inc. received approval Friday, January 27, 2023, from a New Jersey federal judge to pay nearly $10 million in retention bonuses to 125 employees it says are critical to its business, permitting the relief after the company reached a deal with creditors. According to the Debtor, the Debtors are authorized, but not directed, to implement the Retention Programs, as amended by their settlement with the Official Committee of Unsecured Creditors as set forth herein, for a total program cost of up to $9.98 million. Timing of payments to be made as follows: (a) Tier 1: (i) 33% payable upon approval subject to clawback until the 3-month anniversary of court approval, (ii) 33% payable at earlier of confirmation or sale approval and 6 month anniversary of court approval; and (iii) final 33% payable at the earlier of 30 days after emergence and 12 month anniversary of court approval date; and (b) Tier 2: no change from the Motion. Tier 1 bonuses shall be 42.5% of base salary amounts, and Tier 2 bonuses shall be 9% of base salary amounts. The Order provides that the Debtors may add a replacement participant(s) to the Retention Programs with the consent of the Committee upon the resignation or the termination for cause of any Participant. Of the Debtors' 374 pre-petition employees and independent contractors (prior to reduction in force measures being taken), the Debtors designated 90 key employees to participate in the Key Employee Retention Plan ("KERP") and 31 key employees to participate in the targeted retention plan ("TRP"). Those Participants who were eligible to participate in existing legacy bonus incentive or retention programs are included in the KERP, while those with no previous legacy bonus incentive or retention program eligibility who are nonetheless critical to the Debtors are included in the TRP. The aggregate cost of the KERP is approximately $9,476,887, and the aggregate cost of the TRP is approximately $2,306,000 assuming all Participants are successfully retained and earn the proposed payments. About BlockFi BlockFi is building a bridge between digital assets and traditional financial and wealth management products to advance the overall digital asset ecosystem for individual and institutional investors. BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in its early days had backing from influential Wall Street investors like Mike Novogratz and, later on, Valar Ventures, a Peter Thiel-backed venture fund as well as Winklevoss Capital, among others. BlockFi made waves in 2019 when it began providing interest-bearing accounts with returns paid in Bitcoin and Ether, with its program attracting millions of dollars in deposits right away. BlockFi grew during the pandemic years and had offices in New York, New Jersey, Singapore, Poland and Argentina. BlockFi worked with FTX US after it took an $80 million hit from the bad debt of crypto hedge fund Three Arrows Capital, which imploded after the TerraUSD stablecoin wipeout in May 2022. BlockFi had significant exposure to the companies founded by former FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a $400 million credit line from FTX US in an agreement that also gave FTX the option to acquire BlockFi through a bailout orchestrated by Bankman-Fried over the summer. BlockFi also had collateralized loans to Alameda Research, the trading firm co-founded by Bankman-Fried. BlockFi is the latest crypto firm to seek bankruptcy amid a prolonged slump in digital asset prices. Lenders Celsius Network LLC and Voyager Digital Holdings Inc. also filed for court protection this year. Kirkland & Ellis is also advising Celsius and Voyager in their separate Chapter 11 cases. BlockFi Inc. and eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on Nov. 28, 2022. In the petitions signed by their chief executive officer, Zachary Prince, the Debtors reported $1 billion to $10 billion in both assets and liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors taped Kirkland & Ellis and Haynes and Boone, LLP as general bankruptcy counsels; Walkers (Bermuda) Limited as special Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Street Advisory Group, LLC as strategic and communications advisor. Kroll Restructuring Administration, LLC is the notice and claims agent. BRIDAL SUITE: Seeks Chapter 7 Liquidation in Louisville ------------------------------------------------------- The Bridal Suite of Louisville, a bridal shop at 9948 Linn Station Road, filed for Chapter 7 bankruptcy in U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, on Tuesday, January 24, 2023. Haley Cawthon of Louisville Business First reports that the retailer announced it has permanently closed on its website. "It's with great sadness, that after 16 years we announce The Bridal Suite has closed," its website states. "Despite our very best efforts, the after-effects of the pandemic were far too great to overcome. We are forever grateful for all of you who shared your happiness with us, and we will always treasure the memory, of each one of you." The Bridal Suite of Louisville, owned by Laurel Robertson, has about $186,000 in assets, including inventory and office furniture and other equipment. It has just under $300,000 in liabilities, including a $100,000 U.S. Small Business Administration loan, according to the bankruptcy filing. The business' other largest creditors are: * American Express ($50,000) * U.S. Bank ($34,222) * PayPal Credit ($31,000) * Chase ($25,936) * Discover ($21,000) * PNC Bank ($11,188) * Fifth Third Bank ($9,375) It was leasing its storefront from Brixmor, and it has a claim for $3,000, the filing continues. The more than 100,000-square-foot Linn Station Road shopping center is owned by Centro Bradley SPE 5 LLC, according to Jefferson County Property Valuation Administrator records. About Bridal Suite of Louisville Bridal Suite of Louisville is a bridal shop at 9948 Linn Station Road, in Louisville, Kentucky. The Bridal Suite of Louisville sought protection under Chapter 7 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-30140) on Jan. 23, 2023. The Debtor reported about $186,000 in assets and under $300,000 in liabilities. The case is overseen by Honorable Bankruptcy Judge Alan C Stout. The Debtor's counsel: Nick C. Thompson Tel: 502-625-0905 E-mail: office@bankruptcy-divorce.com BUCKEYE TECHNOLOGIES: Egan-Jones Retains BB+ Sr. Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on January 12, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Buckeye Technologies Inc. Headquartered in Memphis, Tennessee, Buckeye Technologies Inc. manufactures and markets specialty cellulose and absorbent products. CASTLE US HOLDING: $295M Bank Debt Trades at 31% Discount --------------------------------------------------------- Participations in a syndicated loan under which Castle US Holding Corp is a borrower were trading in the secondary market around 69.5 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $295 million facility is a Term loan that is scheduled to mature on January 29, 2027. The amount is fully drawn and outstanding. Castle US Holding Corporation provides database tools and software to public relations and communications professionals. CELSIUS NETWORK: Can Return $115Mil. Loan Collateral in Chapter 11 ------------------------------------------------------------------ A New York bankruptcy judge ruled that cryptocurrency platform Celsius Network LLC can handle $115 million in institutional loans in the ordinary course of business. The Debtors sought an order authorizing the Debtors, consistent with past practice and in the ordinary course of business, to: (i) transfer cryptocurrency assets serving as collateral on account of loans to institutional customers upon repayment of each loan, (ii) exercise their rights provided under each Master Lending Agreement (each a "MLA") to apply cryptocurrency assets serving as collateral on account of institutional loans at the prevailing market price to the balance of such outstanding loans, including principal and any accrued interest, or, in the alternative, to sell such collateral and retain the proceeds, and close out such loans, (iii) exercise other rights and remedies provided for under the MLAs, and amend terms through the mutual assent of the parties and (iv) engage in other ordinary course of business transactions necessary to manage the Debtors' lending positions, including, but not limited to, entry into workout agreements and acceptance of partial repayment in the form of digital assets, cash, or equity. According to Judge Martin Glenn's Jan. 26, 2023 order, "Pursuant to section 363(b) of the Bankruptcy Code, the Debtors are authorized, but not directed, in consultation with the advisors to the Official Committee of Unsecured Creditors to exercise their rights under each MLA with respect to each corresponding outstanding institutional loan without further notice and hearing; provided that the Debtors shall not effectuate any transfer of cryptocurrency assets without the prior consent (email shall suffice) of the Committee or, if the Committee does not consent, further order of the Court." Prior to the Petition Date, Celsius engaged in bespoke lending and borrowing relationships with institutional clients arranged on an "over the counter," or "OTC," basis and governed by master loan agreements and term sheets setting forth the detailed terms of any specific transaction. In exchange for furnishing the loan, institutional customers provided Celsius with various forms of cryptocurrency assets as collateral for each transaction. Upon the repayment in full of each loan, these assets would then be returned to the customer. In the months prior to the Petition Date, the Debtors closed out the majority of their institutional loan portfolio, reducing total outstanding loan obligations by more than $800 million and the total number of outstanding loans by more than two hundred. As of Jan. 3, 2023, the Debtors have approximately 14 institutional borrowers with approximately $115 million of aggregate outstanding obligations collateralized by approximately $16 million in cryptocurrency assets. In light of recent events in the cryptocurrency industry, the Debtors have determined, as an exercise of their reasonable business judgment, that they require the flexibility to take all actions necessary to maximize the value of their institutional loan portfolio. "The Debtors seek entry of an order authorizing the Debtors to exercise their rights under the MLAs, including upon full repayment, to release the cryptocurrency serving as collateral on account of each outstanding institutional loan to which it is a party, to close out the loans and offset the value of collateral against the outstanding balance of such loans, or, in the alternative, to sell such collateral and retain the proceeds, and to utilize any other remedies available to them under the MLAs, including, but not limited to, netting, setoff, and acceptance of partial repayment. At this time, the Debtors are planning only to take such action with respect to undercollateralized institutional loans as necessary to protect estate property, but seek authority to take action as requested herein in order to proactively manage the institutional loan book and protect this estate property on a go-forward basis. Recent events in the cryptocurrency industry underscore the Debtors' need to be proactive, not reactive. The Debtors' exercise of these rights, consistent with prepetition practice, fits squarely within the meaning of ordinary course conduct," according to the Debtors' Motion. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as legal counsels; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto, the claims agent and administrative advisor, maintains the page https://cases.stretto.com/celsius On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP, as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CHARLES DEWEESE: Auction of Asphalt Plant Assets Set for Feb. 17 ---------------------------------------------------------------- Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western District of Kentucky authorized the bidding procedures proposed by the Chapter 7 Trustee for the estate of Charles Deweese Construction, Inc., in connection with the sale of Asphalt Plant assets to Volunteer Paving, LLC, for $5.8 million, subject to overbid. The Bidding Procedures will govern all aspects of the Bidding Process, including the submission of bids and proceedings relating to the efforts of the Trustee to investigate all available transaction alternatives to maximize value in the case. The Trustee may modify the Bid Procedures as he deems necessary or appropriate to facilitate the Bidding Process. Notice of any material modifications must be filed with the Court as soon as practicable. The Trustee's selection of Volunteer as the Stalking Horse for the Asphalt Plant Assets is approved. Also approved are the following Stalking Horse Protections: (i) a break-up fee for the Asphalt Plant Assets, subject to higher and better bids in the amount of 2% of the Stalking Horse Bidder Purchase Price - or $116,000; (ii) a requirement that any initial overbid by a competing purchaser be in an amount which is at least $120,000 higher than the Stalking Horse Purchase Price - or $5.92 million ("Minimim Qualified Bid Amount"); and a requirement that bid increments at any auction be in an amount not less than $25,000. To secure the Stalking Horse's obligations to the Debtor, the Stalking Horse will be required to submit a deposit with the Trustee in the amount of 2% of the Stalking Horse Purchase Price. It will abandon its right to the deposit if it fails to consummate a transaction with the Trustee, however, the Stalking Horse may apply the deposit to the Stalking Horse Purchase Price if it is the Successful Purchaser and shall be entitled to a refund if its Bid is not the Successful Bid. Within five days after entry of the Bidding Procedures Order, the Chapter 7 Trustee will serve a notice of the entry of the Bidding Procedures Order and a copy of the Bidding Procedures Order on the Debtor's entire creditor mailing matrix. The Bid Deadline is Feb. 16, 2023, at 7:00 p.m. (ET) or 6:00 p.m. (CT). All Bids must provide for the closing of the transaction no later than March 3, 2023. If more than one Qualified Bid is received, an auction will be conducted on Feb. 17, 2023, at 10:00 a.m. (ET) or 9:00 a.m. (CT) via Zoom or such other location as may be determined by the Trustee and communicated to Qualified Bidders. The Transaction Hearing in respect of the Successful Bid(s) and Backup Bid will be conducted by the Bankruptcy Court on Feb. 23, 2023, at 12:00 p.m. (ET) or 11:00 a.m. (CT) at the U.S. Bankruptcy Court for the Western District of Kentucky, at Courtroom #1, 5th Floor (7th St. Elevators), 601 West Broadway, Louisville, KY. The Objection Deadline is no later than 72 hours in advance of the Transaction Hearing. Notwithstanding Bankruptcy Rule 6004 or otherwise, the Bidding Procedures Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. A copy of the Bidding Procedures is available at https://tinyurl.com/weafstd5 from PacerMonitor.com free of charge. About Charles Deweese Construction Charles Deweese Construction --https://www.charlesdeweeseconstruction.com/ -- is a construction and engineering company that provides clients with quality projects on time and within budget. Charles Deweese Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 22-10355) on July 1, 2022. In the petition filed by Charles Weldon Deweese, as president, the Debtor reports estimated assets and liabilities between $50 million and $100 million. Judge Joan A. Lloyd oversees the case. Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP, is the Debtor's counsel. CLAREHOUSE LIVING: No Decline in Patient Care, 6th PCO Report Says ------------------------------------------------------------------ Melanie McNeil, Esq., the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a sixth report regarding the quality of patient care provided at Clarehouse Living, Inc.'s personal care homes in Powder Springs, Ga. The PCO on Jan. 10 visited the two facilities operated by Clarehouse Living and reported as follows: * The PCO visited Clare House 1 with 10 residents, and direct care staff. No complaints were made. Residents seemed happy with their care. The ombudsman representative received no complaints. The ombudsman representative did not observe any safety concerns. It was reported that the staff are stable. This building was less cluttered than it has been. The owner said they had purged some of the unused items. The facility had adequate food and supplies. No decline in care was noted. * The PCO visited Clare House II with two residents, and direct care staff. No complaints were made. One resident stated how much he enjoyed the holidays at the facility. The ombudsman representative noted that staff were friendly and very cooperative on this visit. The building was not cluttered on this visit. No decline in care was noted. The PCO is not aware of any significant change in facility conditions or decline in resident care for these personal care homes since her appointment. A copy of the sixth ombudsman report is available for free at https://bit.ly/3Rd2dY9 from PacerMonitor.com. About Clarehouse Living Clarehouse Living, Inc. is an operator of a licensed personal care home for elderly or disabled residents in Georgia. Clarehouse Living sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-50035) on Jan. 3, 2022, with up to $1 million in both assets and liabilities. Judge Lisa Ritchey Craig oversees the case. Ian M. Falcone, Esq., at Falcone Law Firm, PC is the Debtor's counsel. Melanie S. McNeil, Esq., is the patient care ombudsman appointed in the Debtor's case. COLUMBIA ASTHMA: Seeks Approval of DIP Loan from CMD Group ---------------------------------------------------------- Columbia Asthma & Allergy Clinic I, PC asks the U.S. Bankruptcy Court for the Central District of California to use the cash collateral of its secured creditors and obtain post-petition financing. The Debtor seeks to obtain post-petition financing from CMD Group, LLC to meet its operational expenses, including payroll which will come due on February 8, 2023. The Debtor also requires the use of cash collateral to pay the necessary payroll, payroll taxes, other necessary business expenses and professional fees. The COVID-19 pandemic had a significant negative impact on the Debtor's business, which decreased the Debtor's income. In an effort to keep its doors open, the Debtor took out several hard money loans, which the Debtor is now unable to pay back. As a result of the COVID-19 pandemic, the Debtor had to close several of its locations. The Debtor's secured creditors are ASD Speciality Healthcare, LLC, Avery Mills Square, LP, Avion Funding, Cardinal Health 108 LLC, Itria Ventures, LLC, JP Morgan Chase Bank, N.A., LG Funding LLC, Medpharm Services, LLC, and the U.S. Small Business Administration. The Debtor's loan with ASD Specialty Healthcare, LLC dba Besse Medical, is in first position. The ASD Loan is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with the California Secretary of State on April 2019, Filing No.: 19-770824981. Pursuant to the terms of the loan with ASD, the Debtor owes approximately $292,248. Based on the valuation of the Debtor's assets and secured claims, which shows the assets valued at roughly $370,724, ASD's claim is secured up to the value of the collateral. As such, the Debtor proposes to start making adequate protection payments to ASD in the amount of $4,870 effective March 1, 2023, after obtaining the Court's order on the Debtor's cash collateral motion. The Debtor's loan with Cardinal Health 108 LLC is in second position. Cardinal is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State on March 12, 2020, Filing No.: 20-7767503138 owing approximately $419,821. Since Cardinal is in the second position, and based on the valuation of the Debtor's assets are undersecured. Cardinal is partially unsecured. The Debtor is not proposing any adequate protection payments to Cardinal. The Debtor's loan with the JP Morgan Chase, N.A. is in third position. Chase is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State on March 30, 2020, Filing No.: 20-7766279329. The estimated balance owed to Chase as of the petition date is $1.859 million. Since Chase is in third position, and based on the valuation of the Debtor's assets is fully undersecured, the Debtor is not proposing any adequate protection payments to Chase. In fourth position, the Debtor has a loan with the the United States Small Business Association. The SBA is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State Filing No.: 8918687805. The balance owed to the SBA as of the petition date is $164,810. Since the SBA is in fourth position, and based on the valuation of the Debtor's assets is fully undersecured, the Debtor is not proposing any adequate protection payments to the SBA. In fifth position, the Debtor has a loan with the Itria Ventures, LLC. Itria is secured by Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State Filing Nos.: 220191735727 and 220160475626. The balance owed to Itria as of the petition date is $541,800. Since Itria is in fifth position, and based on the valuation of the Debtor's assets is fully undersecured, the Debtor is not proposing any adequate protection payments to Itria. In sixth position is Avery Mills Square, which filed a Notice of Judgment Lien with the California Secretary of State on July 20, 2022, Filing No.: 220212036012 for $63,123. Since Avery is in sixth position, and based on the valuation of the Debtor's assets is fully undersecured. The Debtor is not proposing any adequate protection payments to Avery. The Debtor's loan with the Avion Funding is in seventh position. Avion is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State. The balance owed to Avion as of the petition date is $280,000. Since Itria is in seventh position, and based on the valuation of the Debtor's assets is fully undersecured. The Debtor is not proposing any adequate protection payments to Avion. In eighth position, the Debtor has a loan with the MedPharm Services, LLC. MedPharm is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of Slate on September 26, 2022, Filing No.: 220229844034 for $500,000. The balance owed to MedPharm as of the petition date is $500,000. Since MedPharm is in eighth position, and based on the valuation of the Debtor's assets is fully undersecured, the Debtor is not proposing any adequate protection payments to MedPharm. In ninth position, the Debtor has a loan with LG Funding, LLC, which is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State. The balance owed to LG as of the petition date is $207,000. Since LG is in ninth position, and based on the valuation of the Debtor's assets is fully undersecured. The Debtor is not proposing any adequate protection payments to LG. A hearing on the matter is set for February 7, 2023. A copy of the Debtor's motion is available at https://bit.ly/3DEsN70 from PacerMonitor.com. About Columbia Asthma & Allergy Clinic I, PC Columbia Asthma & Allergy Clinic I, PC has been providing breakthrough customized approaches to treating asthma and allergy, including desentization treatments for shrimp and nut allergies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10579) on February 1, 2023. In the petition signed by Sanjeev Jain, MD, chief executive officer, the Debtor disclosed $370,723 in assets and $6,903,223 in liabilities. Judge Vincent P. Zurzolo oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is the Debtor's legal counsel. CUSTOM ALLOY: Feb. 7 Hearing on Continued Cash Collateral Access ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey on Feb. 1 authorized Custom Alloy Corporation and CAC Michigan, LLC to use the cash collateral of CIBC Bank USA on an interim basis in accordance with the budget. The Court will hold a hearing Feb. 7 at 3:00 p.m. to consider the Debtor's continued access to Cash Collateral. Among other things, the Debtors are required under the Cash Collateral Order to retain an independent manager or independent director. The hiring must be acceptable to CIBC and the Creditors' Committee, and the Court must approve the hiring by Feb. 21. The Debtors also are required to obtain court permission to hire an investment banker. On Feb. 2, the Court approved the Debtor's hiring of SSG Advisors, LLC, as investment banker. Custom Alloy and CIBC have entered into secured financing arrangements pursuant to a Loan and Security Agreement dated as of March 4, 2010. CAC Michigan guaranteed the amounts owed by Custom Alloy under the Prepetition Loan Agreement. As of the Petition Date, the outstanding aggregate principal amount of the obligations owing by the Debtors to CIBC under the Prepetition Documents, exclusive of all accrued interest, fees, costs, expenses, charges, and other Obligations (including legal fees and expenses) is not less than $25.966 million. The Debtors' authorization -- and CIBC's consent -- to the use of cash collateral will terminate, at CIBC's election and without further notice or Court order, upon the earlier of: (i) 11:59 pm on February 4, 2023; or (ii) the occurrence of an Event of Default; or (iii) three business days after CIBC has provided written notice to the Debtors of the occurrence of an Event of Default. As adequate protection, CIBC is granted a replacement lien under 11 U.S.C. section 361(2) on all assets of the Debtors arising after the Petition Date in an amount equal to the aggregate diminution in value (if any) of the Prepetition Collateral resulting from the sale, lease, or use by Debtors of its Prepetition Collateral, or the imposition of the automatic stay pursuant to Section 362. The Replacement Lien granted (i) will be deemed automatically valid and perfected without any further notice or act by any party and (ii) will remain in full force and effect notwithstanding any subsequent conversion or dismissal of either Case. To the extent the adequate protection provided proves insufficient to protect CIBC's interest in and to cash collateral, CIBC will have a superpriority administrative expense claim, pursuant to 11 U.S.C. section 507(b), senior to any and all claims against the Debtors section 507(a), whether in this proceeding or in any superseding proceeding, subject to payments due under 28 U.S.C. section 1930(a)(6). Each of these events constitutes an "Event of Default": a. Either the Debtor fails to perform any of its obligations with respect to use of cash collateral in accordance with the terms of the Order; b. Either Case is converted to a case under chapter 7 of the Bankruptcy Code; or c. A trustee is appointed or elected in either of the Cases, or an examiner with expanded power to operate either of the Debtor's business is appointed in any of the Debtor's respective Case. A copy of the Court's order and the Debtor's budget is available https://bit.ly/3JV4S7p from PacerMonitor.com. The Debtor projects $970,925 in total cash receipts and $962,709 in total cash disbursements for the one-week period ending February 4. About Custom Alloy Corporation Custom Alloy Corporation is a manufacturer of specialty metals for seamless and welded pipe fittings & forgings, predominantly for customers requiring time-critical maintenance or repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-18143) on October 13, 2022. In the petition signed by Adam M. Ambielli, CEO and president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Michael B. Kaplan oversees the case. Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's counsel. An official committee of unsecured creditors has retained Fox Rothschild LLP as counsel. DATG PIZZERIA: Gets OK to Hire Carlton Fields as Special Counsel ---------------------------------------------------------------- DATG Pizzeria, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Carlton Fields, P.A. as special counsel. The Debtor needs the firm's legal assistance in two separate cases involving Excel Gardens. Both cases are pending in the Fifteenth Judicial Court, Southern District of Florida. The hourly rates of the firm's attorneys range from $335 to $1,170. Henry Wulf, Esq., the attorney handling the cases, will be paid at the rate of $660 per hour. Mr. Wulf, a partner at Carlton Fields, 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: Henry Wulf, Esq. Carlton Fields, P.A. 525 Okeechobee Blvd, Ste 1200 West Palm Beach, FL 33401 Tel: (561) 650-8042 Email: hwulf@carltonfields.com About DATG Pizzeria DATG Pizzeria, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17790) on Oct. 6, 2022, with $100,001 to $500,000 in both assets and liabilities. Joseph M. Ciolli, president of DATG Pizzeria, signed the petition. Judge Erik P. Kimball oversees the case. Alan R. Crane, Esq., at FurrCohen P.A. and Carlton Fields, P.A. serve as the Debtor's bankruptcy counsel and special counsel, respectively. DEBOER AGRICULTURAL: O & B Offers $1.16-Mil. for Hamilton Property ------------------------------------------------------------------ DeBoer Agricultural Holdings, LLC, files with the U.S. Bankruptcy Court for the Northern District of Texas a supplemental request in support of its second amended proposed sale of its real property located in Hamilton County containing a small home and three large storage buildings to O & B Farms for $1.16 million. Under its Plan of Reorganization for Small Business under Chapter 11, the Debtor stated its intent to sell two parcels of real estate and use the proceeds to pay off its senior, secured creditor, Greater Nevada Credit Union. The real property it intends to sell includes the Hamilton Property, which serves as collateral for GNCU's secured claim. The Hamilton Property was listed for sale on June 17, 2022, and the highest offer the Debtor has received so far for the Hamilton Property came from O & B Farms for $1.16 million. The Debtor accepted the offer and filed its Second Amended Sale Motion. A hearing was held on the Sale Motion on Nov. 10, 2022, and the Court entered an order approving the Sale Motion on Nov. 22, 2022. The Sale Order provides that the Hamilton Property shall be sold to O & B Farms and such sale shall be free and clear of all liens of any kind or nature. The Hamilton Property was marketed for sale by Keller Williams Realty Brazos West. As set forth in the Application and the Keller Williams Listing Agreement attached to the Application, Keller Williams will charge Debtor a commission of 3-6% of the gross sales price relating to the sale of the Hamilton Property. The 3% structure will be paid if no other broker is engaged by the buyer; while the 6% will be earned if Keller Williams must split its commission with a buyer's broker. In advance of the closing date for the Hamilton Property Sale but after the hearing on the Sale Motion, the Debtor's counsel discovered via a title search that GNCU's lien was not the only lien filed against the Hamilton Property for debts in the Debtor's name. Out of an abundance of caution, the Debtor files the Motion to ensure that all lienholders, even those which are all clearly subordinate to GNCU's claim to the proceeds of the Hamilton Property Sale, receive notice of the Hamilton Property Sale prior to any distribution of sale proceeds. The Hamilton Property Sale has closed, taxes have been paid, documents recorded, and the bulk of the sale proceeds ($1,068,874.73) are being held in escrow with Yates Title, subject to an escrow agreement, pending further order of the Court. The Debtor further files the Motion seeking authority to distribute the remainder of the sale proceeds to GNCU, to be credited against any allowed claim, without waiving any of the Debtor's rights and reserving any and all claims or objections the Debtor may have. By the Motion, the Debtor asks Court approval to distribute the proceeds of the Hamilton Property Sale, minus the customary closing costs, unpaid taxes, and the brokers' fees, to GNCU. GNCU is the Debtor's senior, secured creditor, with a scheduled claim of $4,784.004.60. GNCU's claim takes priority over all other of the Debtor's creditors, including the unscheduled claims found on the title report. The sale of the Hamilton Property to O & B Farms is clear of GNCU's claim to the Hamilton Property. To adequately protect GNCU's senior, secured claim, the Debtor requests approval to distribute the proceeds of the Hamilton Property sale, minus all reasonable and customary closing costs, brokers' fees, and unpaid taxes, to GNCU. About DeBoer Agricultural Holdings DeBoer Agricultural Holdings, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-40633) on March 27, 2022, listing up to $10 million in both assets and liabilities. Scott M. Seidel serves as Subchapter V trustee. Judge Edward L. Morris oversees the case. The Debtor tapped Vickie L. Driver, Esq., at Crowe & Dunlevy, PC as legal counsel and Ivan Kahn Consultants as its controller and business consultant. DELTA AIR: Egan-Jones Retains B Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company on January 18, 2023, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Delta Air Lines Inc. Headquartered in Atlanta, Georgia, Delta Air Lines, Inc., typically referred to as Delta, is one of the major airlines of the United States and a legacy carrier. DEVILLE CORP: Court Orders Mediation With Savannah Under R. Kobert ------------------------------------------------------------------ Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, directs Savannah Capital, LLC, and the Ad Hoc Committee of Equity Holders of Savannah Capital, to mediation, in accordance with M.D. Fla. L.B.R. 9019-2, for possible resolution of their dispute. The case came on for confirmation hearing on Jan. 12, 2023. At the hearing, the Court considered the Debtor's Motion for Order Authorizing Sale of The Nashville Property Free and Clear and the Debtor's Motion to Use Cash Collateral. The hearing was continued to Feb. 9, 2023, as to both motions. For the reasons stated orally and recorded in open court that shall constitute the decision of the Court, the Court finds that the dispute with respect to the disposition of certain real property (identified in the Motion to Sell as the Nashville Property) could possibly be resolved through mediation. Therefore, the Debtor, Savannah Capital, LLC, and the Ad Hoc Committee of Equity Holders of Savannah Capital, are directed to mediation, in accordance with M.D. Fla. L.B.R. 9019-2, for possible resolution of their dispute. The Court appoints Roy Kobert to serve as Mediator. The Mediator shall be entitled to compensation at the Mediator's normal hourly rate to be split equally between the parties. He may require that the parties pay all or some portion of the Mediator’s fee before the mediation conference. Each party or its representative with full authority to settle without further consultation shall attend the mediation with counsel, if any. Telephonic appearance may be authorized in advance by the Mediator, at the Mediator's discretion. If an impasse is reached with respect to the mediation as a result of the failure of a party to comply with this requirement, such party may be liable for sanctions to include payment of all fees incurred by the other parties to this proceeding in connection with the mediation. The mediation conference shall be completed no later than Feb. 8, 2023. The Court requests that within five days following the conclusion of the mediation the Mediator file a Mediator's Report and Completion of Mediation indicating whether the proceeding/matters settled, was continued with the consent of the parties, or whether the Mediator was forced to declare an impasse. About Deville Corp. Deville Corp. is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Deville Corp. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04930) on Dec. 14, 2022. In the petition filed by Edgar L.T. Gay, as president and director, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. The Debtor is represented by Daniel R Fogarty, Esq. at Stichter, Riedel, Blain & Postler, P.A. DEVILLE CORP: Gets OK to Hire Stichter as Legal Counsel ------------------------------------------------------- Deville Corp. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Stichter, Riedel, Blain & Postler, P.A. as its legal counsel. The firm's services include: a. rendering legal advice with respect to the Debtor's powers and duties; b. preparing legal papers; c. appearing before the court and the Office of the United States Trustee; d. assisting the Debtor with the sale of the Nashville property, subject to court approval; e. assisting with and participating in negotiations to formulate a Chapter 11 plan, drafting the plan, and taking necessary legal steps to confirm the plan; f. representing the Debtor in all adversary proceedings, contested matters, and matters involving administration of its Chapter 11 case; and g. other necessary legal services. The hourly rates charged by the firm's attorneys and paralegals are as follows: Partners $300 - $550 per hour Associates $375 per hour Paralegals $200 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Stichter received from the Debtor a retainer of $26,167. Daniel Fogarty, Esq., a partner at Stichter, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Daniel R. Fogarty, Esq. Stichter Riedel Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Email: dfogarty@srbp.com About Deville Corp. Deville Corp. is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). Deville Corp. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04930) on Dec. 14, 2022. In the petition filed by Edgar L.T. Gay, as president and director, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Judge Catherine Peek Mcewen oversees the case. The Debtor is represented by Daniel R Fogarty, Esq. at Stichter, Riedel, Blain & Postler, P.A. DGS REALTY: U.S. Bank Opposes Treatment in Sale/Plan ---------------------------------------------------- U.S. Bank National Association, as Trustee for Lehman Brothers Small Balance Commercial Mortgage Pass-Through Certificates, Series 2006-3 ("U.S. Bank") and files this Combined Objection to DGS Realty, LLC's Chapter 11 Disclosure Statement and Plan of Reorganization, as filed on November 11, 2022. U.S. Bank is the holder of a mortgage encumbering a certain commercial property located at 74 Regional Drive, Concord, NH 03301 (the "Property"), given by Stephen W. Booth and David H. Booth, Trustees of the Walter H. Booth Clause 4 Trust, to Lehman Brothers Bank, FSB in the original principal amount of $862,500.00 dated July 21, 2006 and recorded at Merrimack County Registry of Deeds in Book 2916, Page 892 (the "Mortgage"). The Debtor is the current owner of the Property pursuant to the Quitclaim Deed dated December 7, 2017 and recorded at Merrimack County Registry of Deeds in Book 3581, Page 2292. While U.S. Bank has no objection to the Debtor's proposed sale of the Property per se (and did not object to the Debtor's efforts to employ Everingham & Kerr, Inc. as broker to sell the Property), it does, however, object to the Debtor's proposed treatment of its claim in the proposed Disclosure Statement and Plan insofar as any proposed sale remains entirely speculative at this time and there is no definitive timeline(s) for such sale to occur (and/or a contingency in the event that such sale is not to occur) in the filings presently before the Court. Notably, by the Debtor's own admission, the date of a sale is entirely unknown at this time. U.S. Bank points out that while the Debtor has demonstrated an ability to tender post-petition payments on a regular basis since the commencement of these Chapter 11 proceedings (specifically, since this Court's initial order of February 11, 2022 authorizing use of cash collateral), U.S. Bank remains dubious of the continued feasibility and sustainability of such payments given the tenuous nature of the Debtor's affirmative cash flow, as evidenced by the Debtor's contractual default on the underlying mortgage loan and its failure to make payment(s) to U.S. Bank for the nearly 7 years prior to the instant Chapter 11 filing. U.S. Bank complains that ongoing payments pursuant to this Court's orders authorizing the use of cash collateral and as contemplated by the Disclosure Statement and proposed Plan (particularly, pending a sale of the Property) remain insufficient in and of themselves to cure the contractual default due and payable under the terms of the Note and Mortgage that accrued prior to the commencement of this Chapter 11 case, which the Debtor has failed to address in any prior filings (but would presumably be satisfied by virtue of a sale of the Property). By its attorney: Marcus Pratt, Esq. KORDE & ASSOCIATES, P.C. 900 Chelmsford Street, Suite 3102 Lowell, MA 01851 Tel: (978) 256-1500 E-mail: bankruptcy@kordeassociates.com About DGS Realty Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate limited liability company. Formed around May 10, 2017, the company is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory A. Booth, each having a 1/3 interest. DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No. 22-10028) on Jan. 24, 2022. In the petition signed by David H. Booth, the manager, the Debtor estimated assets and debts between $1 million and $10 million. Judge Bruce A. Harwood oversees the case. Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional Association. DGS REALTY: UST Wants Changes to Plan Disclosures ------------------------------------------------- William K. Harrington, the United States Trustee for Region 1, submitted an objection to DGS Realty, LLC's Disclosure Statement Dated November 11, 2022 Pertaining to Plan of Reorganization Dated November 11, 2022, filed by DGS Realty, LLC. According to United States Trustee, while the United States Trustee expressly reserves the right to raise any and all objections or issues regarding quarterly fees in the Debtor's case, the United States Trustee objects that the Disclosure Statement's discussion of the potential range of fees the Debtor may incur is incomplete. The Disclosure Statement should be amended to include a discussion of the quarterly fees the Debtor may incur because of disbursements made at closing in connection with the potential sale of the Debtor's real estate. The Debtor proposes to pay the PHH mortgage (in the amount of $2,078,588.67), real estate taxes (totaling $8,494.86), and the SBA loan (in the amount of $81,042.50) in full at closing from the sale proceeds. Disclosure Statement, pp. 3, 20 and Ex. A. The amount of quarterly fees that may be due as a result of such disbursements would differ materially from the Debtor's estimate of $325, and the Disclosure Statement should be amended to address that. United States Trustee points out that the Debtor proposes to sell its real property and to continue to make monthly mortgage payments, tax escrow payments, and SBA loan payments pending the sale. The Plan and Disclosure Statement do not provide a date certain by which the sale must occur, nor do they clearly state what the term of the Plan will be, although the Debtor provides 14 months' worth of Plan projections. The Disclosure Statement should be amended to expressly address what the term of the Plan is. The Debtor should also state what will occur if the Debtor's real estate is not sold within 14 months of the confirmation date. United States Trustee asserts that the Debtor's projections do not identify specific ongoing expenses or payments to be made under the Plan on an itemized basis. Instead, the Debtor provides an exhibit that merely includes monthly disbursement totals. The projections should be amended to break out the specific expenses and claims that will be paid during the life of the Plan. Respectfully submitted: Ann Marie Dirsa BNH 06121 OFFICE OF THE U.S. TRUSTEE 53 Pleasant Street, Suite 2300 Concord, NH 03301 Tel: (603) 333-2781 About DGS Realty Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate limited liability company. Formed around May 10, 2017, the company is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory A. Booth, each having a 1/3 interest. DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No. 22-10028) on January 24, 2022. In the petition signed by David H. Booth, the manager, the Debtor estimated assets and debts between $1 million and $10 million. Judge Bruce A. Harwood oversees the case. Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional Association. DIOCESE OF BUFFALO: Committee Taps Stout Risius as Valuation Expert ------------------------------------------------------------------- The official committee of unsecured creditors of The Diocese of Buffalo, N.Y. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ Stout Risius Ross, LLC. The Debtor requires a valuation expert to: a. perform an appraisal or otherwise analyze value of the Debtor's real property; b. prepare and draft an appraisal report; c. conduct one or more inspections of the Debtor's real property; d. perform all necessary due diligence, background investigation and preparation, including the examination of comparable properties that is customarily associated with the valuation of real property in order to determine the market value and liquidation value for the properties; e. consult with the committee and its counsel concerning valuation matters generally; f. testify, if necessary, before the court concerning the valuation of the real property; and g. such other consulting and advisory services as may be requested by the committee. The firm will be paid at these rates: Director/Managing Director $400 - $650 per hour Vice President/Senior Vice President $275 - $425 per hour Analyst/Associate $175 - $275 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Kevin Kernen, a partner at Stout Risius Ross, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin Kernen Stout Risius Ross, LLC 150 West Second Street, Suite 400 Royal Oak, MI 48067 Tel: (248) 432-1264 Email: kkernen@stout.com About The Diocese of Buffalo, N.Y. The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics in eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus, and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools, and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Honorable Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel; Connors LLP and Lippes Mathias Wexler Friedman LLP are its special litigation counsel; and Phoenix Management Services, LLC is its financial advisor. Stretto is the claims agent, maintaining the page: https://case.stretto.com/dioceseofbuffalo/docket The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 12, 2020. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese & Weishaar, PC. EAGLE MECHANICAL: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized Eagle Mechanical Inc. to use cash collateral on an interim basis in accordance with the budget. A continued preliminary hearing on the matter is set for February 6 at 10 a.m. The Debtor's secured lender, First Merchants Bank, N.A., has consented to the use of cash collateral1 on a limited basis. The Debtor is permitted to use cash collateral to pay employee wages and related amounts authorized in the Order Authorizing Debtor to Pay Prepetition Wages and Salaries; and Prepetition Withholding and Other Taxes and Directing Banks to Honor Such Payments to the extent adequate funds are available. In the event adequate funds are not available, the Debtor is authorized on an interim basis to use cash collateral to pay amounts on a pro rata basis. The Debtor may also use cash collateral on an interim basis to pay any necessary expenses which are approved by its creditor in writing in advance. To the extent First Merchants has an interest in the Debtor's cash collateral, the Court grants the bank adequate protection as follows: a. First Merchants is granted post-petition replacement liens in the cash of the Debtor; and b. First Merchants is further granted a post-petition replacement lien against (i) any accounts receivable created post-petition; (ii) any inventory or equipment acquired post-petition; and (iii) the products and proceeds thereof; and c. The replacement liens granted secure the total aggregate amount of the value of the cash collateral that existed as of the Petition Date and is used by Debtor to the same extent and priority as First Merchants' properly perfected, prepetition security interest. A copy of the order is available at https://bit.ly/3Yqd3MV from PacerMonitor.com. About Eagle Mechanical Inc. Eagle Mechanical Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-00291) on January 27, 2023. In the petition signed by Rogelio Mancilla Jr., chief executive officer, the Debtor disclosed $7,751,209 in assets and $9,136,761 in liabilities. Judge James M. Carr oversees the case. Weston Overturf, Esq., at Overturf Fowler LLP, is the Debtor's legal counsel. EAGLE MECHANICAL: Seeks to Hire Kroger Gardis & Regas as Counsel ---------------------------------------------------------------- Eagle Mechanical, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Kroger Gardis & Regas, LLP as its bankruptcy counsel. The firm's services include: (a) providing the Debtor with legal advice with respect to its powers and duties and the management of its property; (b) taking necessary action to avoid the attachment of any lien against the Debtor's property threatened by secured creditors holding liens; (c) preparing legal papers; and (d) other legal services related to the Debtor's Chapter 11 case. The firm will charge these hourly fees: Weston E. Overturf, Partner $395 Anthony T. Carreri, Associate $350 Deidre Gastenveld, Paralegal $175 As disclosed in court filings, Kroger, Gardis & Regas does not represent interests adverse to the Debtor or the bankruptcy estate in the matters upon which it is to be engaged. The firm can be reached through: Weston E. Overturf, Esq. Anthony T. Carreri, Esq. Kroger Gardis & Regas, LLP 111 Monument Cir # 900 Indianapolis, IN 46204 Phone: 317-777-7439 Email: woverturf@kgrlaw.com About Eagle Mechanical Inc. Indianapolis-based Eagle Mechanical, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-00291) on Jan. 27, 2023, with $1 million to $10 million in both assets and liabilities. Rogelio Mancillas, Jr., chief executive officer of Eagle Mechanical, signed the petition. Judge James M. Carr oversees the case. Anthony Thomas Carreri, Esq., at Kroger Gardis & Regas, LLP represents the Debtor as legal counsel. EASCO BOILER: Amends Several Secured Claims Pay Details ------------------------------------------------------- Easco Boiler Corp. submitted a First Amended Disclosure Statement for Chapter 11 Plan of Liquidation dated January 30, 2023. Easco is the sole member and 100% owner of Leggett Real Estate Holdings, LLC ("Leggett" and together with Easco, the "Debtors"). Leggett is a Delaware limited liability company that owns the real property known and numbered as 1173-1175 Leggett Avenue, Bronx, New York (the "Leggett Property"). On September 8, 2022, the Debtors filed an amended joint motion to sell the Leggett Property free and clear of Liens under section 363(f) of the Bankruptcy Code, subject to counteroffers. On September 30, 2022, the Court entered an Order (I) Approving Sale and Bidding Procedures, Including Break-up fee and expenses reimbursement for Stalking Horse Bidder, (II) Scheduling Sale Hearing in connection with proposed sale of certain Real Property to TBE RE Acquisitions Co. II LLC, Subject to Counteroffers and (III) Granting Related Relief (the "Leggett Sale Procedures Order"). Ultimately, Leggett did not receive any other bids by the counteroffer or bid deadline, and an auction was not held. On October 25, 2022, the Court held a hearing (the "Leggett Sale Hearing") to approve the sale of the Leggett Property to TBE RE Acquisitions Co. II LLC (the "Leggett Purchaser"). On November 3, 2022, the Court entered an order approving the sale (the "Leggett Sale Order"). On December 5, 2022, the sale of the Leggett Property closed and the net proceeds of the sale of the Leggett Property were applied to the Lender Claim pursuant to the terms of the Leggett Plan and Leggett Sale Order. However, the proceeds of the sale did not satisfy the Lender Claim (which has also been asserted against Easco, as a guarantor) in full, and a significant deficiency remains. Therefore, the Lender continues to hold a Claim against Easco. Easco is a member of The Boiler Industry Employers Association (the "Association") and is bound by the terms of certain collective bargaining agreements ("CBAs") between the Association and Local 32BJSEIU (Service Employees International Union) (the "Union") requiring periodic contributions to the multi-employer (i) Building Service 32BJ North Pension Fund, (ii) the Building Service 32BJ North Health Fund, (iii) the Building Service 32BJ North Legal Services Fund, and (iv) the Building Service 32BJ Supplemental Retirement and Savings Fund (collectively, the "Fund") with respect to the specific employees covered by the CBAs. On November 17, 2022, the Union, in its representative capacity on behalf of certain employees, filed a proof of claim in the amount of $305,925.77 (the "Union Claim") which includes a priority portion in the amount of $195,179.44 under section 507(a)(4) of the Bankruptcy Code. The difference between the Allowed Union Claim amount and any allowable priority portion of the Union Claim shall be treated as a General Unsecured Claim under the Plan to be paid as a Class 6 General Unsecured Claim. Class 2 consists of the Allowed Lender Secured Claim, if any, against Easco. The holder of the Allowed Class 2 Claim shall receive the Net Grinnell Proceeds, which shall be in an amount of not less than $1 Million, on the Effective Date or as soon as thereafter as practicable. In respect to the amount reserved by the Plan Administrator for the Carve-Out, the holder of the Allowed Class 2 Claim shall receive any portion of the reserve that is unnecessary to pay Allowed Administrative Expense Claims (including Professional Fee Claims), Allowed Priority Claims, the Administrator Fund, and the U.S. Trustee Fees, subject to prior application of available funds in the case from other sources, including without limitation the IRS Carve-Out, any Section 506(c) Surcharge, and the Cash Collateral Carve-Out, which shall be paid to Lender as promptly as reasonably practicable on or after the Plan Effective Date. Class 3 consists of the Allowed IRS Secured Claim against Easco. The IRS shall have an Allowed secured claim equal to the Sale Proceeds (the "IRS Secured Claim"). In full and final satisfaction of the IRS Secured Claim the holder shall receive $2,200,000.00 of the Sale Proceeds (the "IRS Payment") as promptly as reasonably practicable on or immediately after the Effective Date, provided, however, that the amount equal to the difference between the Sale Proceeds and the IRS Payment shall be treated as a carve-out (the "IRS Carve-Out") to be available to the Estate to pay Allowed Administrative Expense Claims (including Professional Fee Claims), Allowed Priority Claims, the Administrator Fund, and/or the U.S. Trustee Fees and shall not be subject to the liens of junior secured creditors. The IRS Payment shall be applied first to the principal owed on trust fund taxes of Easco until paid in full, and thereafter interest owed on such trust fund taxes until paid in full. This reflects an accommodation by the IRS due to the special exigencies of this case and the history of Easco, and shall otherwise have no precedential effect whatsoever. The IRS shall be deemed to have waived the treatment of any portion of the IRS Claim as a Priority Tax Claim. Class 4 consists of the Allowed NYS Secured Tax Claim against Easco. If and to the extent that either (i) there are any remaining Net Sale Proceeds after payment in full of the Allowed IRS Secured Claim or (ii) the holder of the Class 4 Claim has a senior right to proceeds comprising the IRS Carve Out, such amounts shall be treated as part of the holder's Allowed Priority Tax Claim. The Allowed amount of any portion of the NYS Tax Claim that is not an Allowed NYS Secured Tax Claim subject to such holder's rights under the Plan shall be treated as a Class 6 General Unsecured Claim. Notwithstanding the foregoing and anything else in this Class the holder of the Class 4 Claim may receive such other less favorable treatment as may be agreed upon by the holder and the Debtor. Like in the prior iteration of the Plan, each holder of an Allowed Class 6 General Unsecured Claim shall receive in Cash an amount equal to that holder's pro rata share of the then available Distribution Amount, if any. The Plan contains appropriate provisions consistent with sections 1123(a)(5) and 1142(a) of the Bankruptcy Code for its implementation. The funds needed to make distributions and other payments required by the Plan, as of and after the Effective Date, shall be from the following, as court-approved where required by law: (i) Available Cash; (ii) The Remaining Assets; (iii) The Sale Proceeds; (iv) Section 506(c) Surcharge (from the Sale Proceeds), if any; (v) The Cash Collateral Carve-Out; (vi) The IRS Carve-Out (from the Sale Proceeds); (vii) The Grinnell Proceeds which shall be derived from the sale by Equity of the Randall Property and its use of a portion of the proceeds to pay for the Grinnell Membership Interest; and (viii) The Carve-Out (from the Grinnell Proceeds). A full-text copy of the First Amended Disclosure Statement dated January 30, 2023 is available at https://bit.ly/3l5GJAx from PacerMonitor.com at no charge. Counsel for Easco Boiler: Alan L. Braunstein, Esq. RIEMER & BRAUNSTEIN LLP Times Square Tower, Suite 2506, Seven Times Square New York, NY 10036 100 Cambridge Street, 22nd Floor Boston, MA 02114 Tel: (617) 880-3516 E-mail: abraunstein@riemerlaw.com About Easco Boiler Founded in 1926, Easco Boiler Corp. is the oldest minority-owned and operated steel boiler and tank manufacturer in the country. Easco Boiler and affiliate, Leggett Real Estate Holdings, LLC, filed petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10881) on June 27, 2022. In their petitions, Easco Boiler listed up to $10 million in assets and up to $50 million in liabilities while Leggett Real Estate Holdings listed as much as $50 million in both assets and liabilities. Tyren Eastmond, president, signed the petitions. Judge James L. Garrity, Jr. oversees the cases. The Debtors tapped Riemer & Braunstein, LLP as legal counsel and ASI Advisors, LLC as financial advisor. EASTERN NIAGARA: No Decline in Patient Care, 12th PCO Report Says ----------------------------------------------------------------- Michele McKay, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Western District of New York her 12th report regarding the quality of patient care provided at the health care facilities operated by Eastern Niagara Hospital, Inc. The report covers the period from Oct. 23, 2022 to Jan. 16, 2023 during which two visits to the facilities were made by the patient care ombudsman. For the timeframe of the report, there are no findings of decline in patient care. Eastern Niagara Hospital and the Express Care, Occupational Medicine and Surgery Center on Transit Road continue to operate in a manner that provides acceptable care to patients. The facilities have enough supplies and equipment required for patient care and have been able to provide the needed nursing coverage by utilizing existing staff, according to the report. A copy of the 12th ombudsman report is available for free at https://bit.ly/3RfqFIo from PacerMonitor.com. About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org-- is a not-for-profit organization focused on providing general medical and surgical services. Eastern Niagara Hospital sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10903) on July 8, 2020, with $10 million to $50 million in both assets and liabilities. Judge Michael J. Kaplan oversees the case. The Debtor tapped Barclay Damon, LLP as its bankruptcy counsel; Francis P. Weimer, Esq., as special counsel; Freed Maxick CPAs, P.C. as financial advisor; and Lumsden & McCormick, LLP as accountant. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Nov. 22, 2019. Bond Schoeneck & King, PLLC and Next Point, LLC serve as the committee's legal counsel and financial advisor, respectively. Michele McKay was appointed as patient care ombudsman in the Debtor's bankruptcy case. Jeffrey Dove, Esq., is the PCO's attorney. EMERGENT FIDELITY: Case Summary & Five Unsecured Creditors ---------------------------------------------------------- Debtor: Emergent Fidelity Technologies Ltd. Unit 3B, Bryson's Commercial Complex Friars Hill Road Business Description: Emergent Fidelity Technologies Ltd, a company formed under the laws of Antigua and Barbuda, owns approximately 55 million shares of Robinhood Markets, Inc. and approximately $20.7 million cash, which is apparently proceeds from the sale of additional such shares. The Debtor is 90% owned by Sam Bankman-Fried. Chapter 11 Petition Date: February 3, 2023 Court: United States Bankruptcy Court District of Delaware Case No.: 23-10149 Debtor's Counsel: Jody C. Barillare, Esq. MORGAN, LEWIS & BOCKIUS LLP 1201 N. Market Street, Suite 2201 Wilmington, DE 19801 Tel: 302-574-7294 Email: jody.barillare@morganlewis.com Estimated Assets: $500 million to $1 billion Estimated Liabilities: $500 million to $1 billion The petition was signed by Angela Barkhouse as Joint Provisional Liquidator of Emergent Fidelity Technologies Ltd. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NBPPB2Q/Emergent_Fidelity_Technologies__debke-23-10149__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. BlockFi Inc. $9,135,739 201 Montgomery Street, Suite 263 Jersey City, NJ 07302 Haynes and Boone LLP Attn: Richard S. Kanowitz Tel: +1 212 659 7300 Email: richard.kanowitz@haynesboone.com 2. BlockFi Lending LLC $9,135,739 201 Montgomery Street, Suite 263 Jersey City, NJ 07302 Haynes and Boone LLP Attn: Richard S. Kanowitz Tel: +1 212 659 7300 Email: richard.kanowitz@haynesboone.com 3. BlockFi International LLC $9,135,739 201 Montgomery Street, Suite 263 Jersey City, NJ 07302 Haynes and Boone LLP Attn: Richard S. Kanowitz Tel: +1 212 659 7300 Email: richard.kanowitz@haynesboone.com 4. Hazoor Digital Potential $3,355,145 Assets Fund, LP Litigation 9390 Research Blvd, Claim Bldg. 2, Suite 110 Austin, TX 78759 5. Yonatan Ben Shimon Litigation $3,500,000 Zabutinski 8 Claim Tel Aviv, Israel 4336310 * BlockFi's claims are alleged secured claims that are the subject of an adversary proceeding in the New Jersey Bankruptcy Court and also subject to potential avoidance. EMS BILLING SOLUTIONS: Taps Wagner Macaulay as Accountant --------------------------------------------------------- EMS Billing Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wagner Macaulay & Associates as its accountant. The Debtor requires an accountant to prepare and file its tax return for the 2022 tax year and provide other accounting services. The firm will be paid $650 per tax return prepared and $200 per hour for other accounting services. Sean Wagner, a partner at Wagner Macaulay & Associates, 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: Sean Wagner Wagner Macaulay & Associates 8601 Turnpike Dr. Suite 210 Westminster, CO 80031 Tel: (303) 428-5800 Fax: (303) 428-7840 Email: sean@wagnersmalibiz.com About EMS Billing Solutions EMS Billing Solutions, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-15088) on Dec. 30, 2022, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Gaylene Garcia-Kabel, president of EMS Billing Solutions, signed the petition. Judge Elizabeth E. Brown oversees the case. Sean Cloyes, Esq., at Berken Cloyes, PC and Wagner Macaulay & Associates serve as the Debtor's legal counsel and accountant, respectively. ENDEAVOR GROUP: S&P Upgrades ICR to 'B+', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Endeavor Group Holdings Inc. to 'B+' from 'B'. S&P also raised its issue-level ratings on the debt held by the company's borrower subsidiaries, WME IMG Holdings LLC and UFC Holdings LLC, to 'B+' from 'B'. Our '3' recovery ratings are unchanged. The stable outlook on Endeavor reflects S&P's expectation that it will organically increase revenue from its sports, events, and representation businesses such that consolidated EBITDA margins improve to the low-20% area, leverage declines toward the high-4x area, and free operating cash flow (FOCF) to debt expands to about 9% in 2023. The company has paid down a substantial portion of its debt facilities voluntarily. In the second half of 2022, Endeavor voluntarily prepaid roughly $500 million of its first-lien term loans. This includes $450 million on its first-lien term loan borrowed by WME IMG and $50 million on its first-lien term loan borrowed by UFC Holdings. The payments accelerated the company's pace of leverage reduction toward its publicly stated leverage goals. S&P said, "We expect this will save roughly $40 million in interest cost per year and improve its cash flow meaningfully. Pro forma for these prepayments and combined with our revised expectations for improved EBITDA margins, we now expect Endeavor's leverage to reach about 4.7x in 2023 and about 4.5x in 2024, well below our 5.5x leverage upgrade trigger for the prior 'B' rating." Endeavor's revenues will increase 10%-12% in 2023 and 4%-6% in 2024 due to acquisitions and secular demand for its offerings. S&P said, "We expect each of the company's reporting segments will sustain a robust expansion in their organic revenue in 2023 and 2024. We believe the Owned Sports Properties segment will primarily benefit from growth in Endeavor's Ultimate Fighting Championship (UFC) and Professional Bull Riding entities supported by the favorable demand for media rights and sponsorships, as well as improved ticket pricing. We view UFC as a unique sports entertainment property that will support Endeavor's consolidated revenue not only through the expected growth in its live event and pay-per-view ticket volumes and pricing, but also its high visibility distribution agreement through ESPN's cable channels and ESPN+. The Events, Experiences, and Rights segment will continue to expand due to sustained high volumes of live events, favorable pricing opportunities, and new prospects for its On Location venue services. In our view, demand for Endeavor's owned sports properties and live events segment will remain robust despite our expectations for a mild recession in 2023. Consumption will decline in a U.S. recession, but we believe the robust secular demand for live sporting, music, and other events combined with the premium nature of many of Endeavor's entertainment offerings will partially insulate the company from economic challenges. In addition, much of its revenues are tied to media rights contracts, which are not subject to volatile volume swings such as those in ticket sales to live events." S&P said, "We expect revenue from the company's Representation segment will increase over the next two years due to demand for premium Hollywood talent to support the production of film and TV production. Much of this demand is supported by clients hoping to increase the volume of available content on their respective streaming platforms (Netflix, Disney+, Warner Bros. Discovery, Paramount, etc.). Over the past year, expectations for the growth of content investments made by these streaming services have reset, which will reduce the shows produced. While we believe expectations for this demand have moderated somewhat, we still expect substantial growth in content investments. Premium Hollywood talent, such as that represented by Endeavor, will remain in demand due to studios choosing to invest in high-profile talent and fewer productions over a high-volume, lower-quality approach. We also expect this segment's revenue to continue to benefit from music and theater touring schedules for the artists Endeavor represents." In its 2023 first-quarter financial filing, the company will create a new reporting segment, the combination of IMG Arena and its recently closed acquisition, OpenBet. Its revenue will focus on sports betting services, which we expect will expand substantially over the next few years. These growth expectations are driven by the strong secular consumer demand for sports betting. While Endeavor will not be a bookmaker for sports bets, its media and data products will support the ecosystem and benefit from the continued industry revenue growth. This segment is already EBITDA positive, but S&P expects profitability will substantially improve after these assets are integrated and revenues scale over the next two years. EBITDA generation will improve with revenue growth, and S&P Global Ratings-adjusted margins will reach the low-20% area over the next two years. S&P said, "We expect Endeavors profitability will scale with its revenue in 2023 and 2024. More importantly, we have increased our expectations for its profitability. The primary factors for this improvement include favorable pricing on the company's premium sports and live events, in which we believe demand will continue even with the risk of an economic recession due to their scarcity and expected demand from their target audience. In addition, we believe the company will scale operating and overhead costs effectively relative to revenue growth across its segments." Endeavor's cash flow will improve due to growing EBITDA and voluntary debt reduction. S&P said, "We expect the company's S&P Global Ratings-adjusted FOCF to reach $550 million in 2023 and $620 million 2024, which will improve FOCF to debt to the 8%-12% range over the same period. We expect cash flow will be helped by improving EBITDA generation over the next two years." The company benefits from favorable operating leverage in its business as revenue climbs on both the volume of live events and favorable pricing dynamics offset by the necessary operating expenditures that will increase to support its growth initiatives. In addition, cash flows will benefit from reduced interest expense resulting from the company's $500 million voluntary debt reduction in 2022. The increase in the company's U.S. dollar benchmark rate on its floating rate term loans will be partially mitigated by the interest rate hedges on substantially all of WME IMG's first-lien term loan, limited to 2.12% for $1.5 billion of the loan and 3.16% for an additional $750 million of the term loan. WME's interest rate hedges expire in mid-2024. The company's term loan borrowed by UFC Holdings does not contain interest rate hedges. S&P said, "We expect Endeavor to remain acquisitive, which may limit the pace of its leverage reduction. Over the past several years, Endeavor has complemented its organic revenue growth with acquisitions. These transactions have varied in size from very large (UFC Holdings) to smaller (Mutua Madrid Open tennis tournament). The company has benefited from these acquisitions, not only from the expansion of its revenue base but also the additional diversity of revenues from business additions. We believe this growth strategy is consistent with the desires of its financial sponsor, Silver Lake, which holds 68.6% of combined voting power and effectively controls the company alongside Ari Emanuel and Patrick Whitesell. "While the company's recent voluntary debt reduction demonstrates a more prudent financial policy than we previously expected, we believe future acquisitions may be at least partially funded with incremental debt funding. In addition, these transactions may include meaningful restructuring charges, which may delay the benefit of additional EBITDA from acquisitions, postponing Endeavor's expected pace of leverage improvement. In our view, we expect Endeavor to prioritize increasing the value of its enterprise over rapid voluntary debt reduction. "The stable outlook on Endeavor reflects our expectation that it will organically increase revenue from its sports, events, and representation businesses such that its consolidated EBITDA margins improve to the low-20% area, leverage declines toward the high-4x area, and FOCF to debt expands to about 9% in 2023." S&P could lower our ratings on Endeavor if it expects its S&P Global Ratings-adjusted leverage to exceed 5.5x. This could be caused by: -- Poor demand for Endeavor's entertainment products; -- Major contract losses; -- Increased regulatory oversight that limits its revenue; or -- Substantial debt incurrence to support acquisitions or shareholder rewards. S&P could raise its rating if: -- Endeavor and its sponsor demonstrate a financial policy of maintaining S&P Global Ratings-adjusted leverage at or below 4.5x even after incorporating the potential for additional acquisitions and volatility over the economic cycle; or -- The company maintains leverage below 5.5x and exceeds our expectations for organic growth, acquisition integration, improving profitability, and market share gains in its various business lines such that we revise our business risk assessment to satisfactory from fair. This scenario includes our evaluation of Endeavor's business relative to peers as part of our surveillance across the media industry. ESG credit indicators: E-2; S-3; G-3 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of Endeavor and will likely become a source of operating volatility over time. The company's revenue streams are susceptible to changes in consumer preferences, reputational factors, and perceptions about public health and safety. It is predominantly a human capital business that relies on the social acceptance of its media, marketing, sports, and live events productions. For example, Endeavor's significant UFC subsidiary is exposed to social risks because it must maintain regulatory approval and acceptance for mixed martial arts. Given athletes' susceptibility to low-probability but potentially fatal injuries, UFC must continuously mitigate fighter injuries, comply with health and safety standards, and manage a healthy pipeline of athletes to sustain a busy roster of events." Governance factors are a moderately negative consideration. S&P views financial sponsor-owned companies with highly leveraged financial risk profiles as demonstrating corporate decision-making that prioritizes the interests of their controlling owners, who typically have finite holding periods and focus on maximizing shareholder returns. EPUMPS SOLUTIONS: Unsecureds Will Get 10.78% of Claims in 5 Years ----------------------------------------------------------------- EPumps Solutions LLC, filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Small Business Plan of Reorganization under Subchapter V dated January 30, 2023. EPumps Solutions LLC is a limited liability corporation organized and existing pursuant to the laws of the Commonwealth of Puerto Rico since March 15, 2016. The main business of Debtor is the sale and maintenance of water and liquid pumping systems for commercial and industrial use. Due to Debtor's shortage of cash flow it failed to comply with its obligations of payment to Oriental Bank who filed a collection of monies action in state court case BY2021CV02533, and obtained judgment against the Debtor. As of the time of the filing for relief the Superior Court had garnished the amount of $29,541.37 from bank accounts belonging to Debtor and its principal. These funds have been recovered after the filing for relief, to be paid to Oriental Bank on account of its secured claim. The state court case and further garnishment of Debtor's assets was stayed upon Debtor's filing for relief. After the filing for relief, Debtor has continued to operate its business without the need of credit lines and with a reduced work force. Debtor, thru its counsel, has also held good faith negotiations with its largest secured creditors, Oriental Bank and the Small Business Administration ("SBA"), in order to propose a consensual plan for the treatment of their claims. The Chapter 11 plan of reorganization under SubChapter V has been filed and drafted to provide for payment of Oriental's secured claim, payment of SBA's secured claim as per order approving Debtor's motion to determine value of Creditor's secured claim, for payment of all priority claims and for payment of Debtor's disposable income to general unsecured creditors within the 60-month period after the confirmation of the plan. The Debtor's financial projections show that the Debtor will have projected disposable income of $60,000 for payment to general unsecured creditors. Debtor's plan for reorganization also proposes a monthly payment to Oriental's secured claim in the amount of $70,000.00 as follows: a payment of $29,541.37 to be on or before February 1, 2023 and the balance of $40,459.00 to be paid to Oriental thru 60 monthly payments of $763.50, commencing on March 1, 2023. Creditor SBA will receive payment of its secured claim in the total amount of $174,561.00 plus 4.00% interest, thru 120 payments of $1,767.35 commencing upon the effective date of the plan. The source of payment to Oriental and SBA will come from Debtor's operation which has seen a substantial reduction in costs and an increase in sales after the filing for relief, measures which increase the revenue of Debtor. This Plan of Reorganization proposes to pay creditors of the Debtor from its future income. Non-priority unsecured creditors holding allowed claims will receive distribution, which the Proponent of this Plan has valued at 10.78% of their claim, within the next 5 years commencing within 90 days after the confirmation of the plan. This Plan also provides for the payment of administrative and priority claims within the first year of the confirmation of the plan. Class 4 is composed of general unsecured non-priority creditors, allowed claims will receive distribution, which the Proponent of this Plan has valued at 10.78% of their claim, within the next 5 years commencing within 90 days after the confirmation of the plan. Non-priority unsecured creditors with allowed claims total $556,446.77. This Class is impaired. Payment of administrative expenses, priority claims, secured claims and payment to Class 4, general unsecured creditors will be made from Debtor's disposable income, derived from the operation of his business and main source of income. Debtor will make 60 monthly payments in the amount of $1,000.00 to be distributed pro rata among non-priority unsecured creditors with allowed claims in Class 4. These funds will be distributed directly by the Debtor to its creditors, but only to those creditors whose claims are allowed. A full-text copy of the Subchapter V Plan dated January 30, 2023 is available at https://bit.ly/3x0HRYE from PacerMonitor.com at no charge. Counsel for Debtor: Noemi Landrau Rivera, Esq. Landrau Rivera & Assoc. P.O. Box 270219 San Juan, PR 00927-0219 Telephone: (787) 774-0224 Facsimile: (787) 793-1004 Email: nlandrau@landraulaw.com About Epumps Solutions Epumps Solutions, LLC, is a limited liability corporation with sale and maintenance of water and liquid pumping systems for commercial and industrial use as main business. Epumps Solutions filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-02731) on Sept. 14, 2022, with up to $1 million in both assets and liabilities. Roberto Santos Ramos has been appointed as Subchapter V trustee. Judge Enrique S. Lamoutte oversees the case. The Debtor tapped Noemi Landrau Rivera, Esq., at Landrau Rivera & Assoc. and Ana Morales, an accountant practicing in Caguas, P.R. ERICKSEN ARBUTHNOT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Ericksen, Arbuthnot, Kilduff, Day & Lindstrom, Inc. d/b/a Ericksen Arbuthnot 570 Lennon Lane Walnut Creek, CA 94598 Business Description: Ericksen, Arbuthnot, Kilduff, Day, & Lindstrom, Inc. is a California corporation engaged in the practice of law in various jurisdictions. Chapter 11 Petition Date: February 3, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-40134 Debtor's Counsel: Michael T. Delaney, Esq. BAKER & HOSTETLER LLP 127 Public Square Suite 2000 Cleveland, OH 44114-1214 Tel: 216-861-7478 Email: mdelaney@bakerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kyle Everett as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GAYNSJY/Ericksen_Arbuthnot_Kilduff_Day__canbke-23-40134__0001.0.pdf?mcid=tGE4TAMA FARAJI ENTERPRISE: Gets OK to Hire William E. Jamison as Counsel ---------------------------------------------------------------- Faraji Enterprise, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ William E. Jamison & Associates as its legal counsel. The Debtor requires legal counsel to: (a) give advice with respect to the Debtor's powers and duties in the continued operation of its business; (b) assist the Debtor in the negotiation, formulation, drafting and confirmation of a plan of reorganization; (c) assist the Debtor in investigating and pursuing all rights and claims in connection with preserving the value of its assets and rehabilitating property of the estate, including the prosecution of any claims against any insurer of the Debtor's property; (d) take actions with respect to any claims that may be asserted against the Debtor and prepare legal papers; and (e) perform all other necessary legal services. William E. Jamison & Associates will be paid at the rate of $400 per hour and will be reimbursed for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $15,000. William Jamison, Jr., a partner at William E. Jamison & Associates, 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: William E. Jamison, Jr. William E. Jamison & Associates 53 W. Jackson, Blvd. Suite #801 Chicago, IL 60604 Tel: (312) 226 – 8500 Email: wjami39246@aol.com About Faraji Enterprise Faraji Enterprise, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14998) on Dec. 30, 2022, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Deborah L. Thorne oversees the case. William E. Jamison, Jr., Esq., at the Law Office William E. Jamison & Associates represents the Debtor as counsel. FRANCIS LEO GROGAN, III: Sale of Davie Property for $1.4MM Approved ------------------------------------------------------------------- Judge Peter D. Russin of the U.S. Bankruptcy Court for the Southern District of Florida authorized Francis Leo Grogan, III, and Dorie Braddy Grogan to sell the real property located at 2252 Phoenix Ave., in Davie, Florida 33324, to 2252 Phoenix Ave Trust for $1.4 million. The proceeding is reopened. The Debtors are authorized to enter into the "As Is" Residential Contract for Sale and Purchase. The Sale is free and clear of any and all liens, claims, and encumbrances, with all liens, claims, and encumbrances attaching to the sale proceeds and/or to be dealt with as follows: a. The first mortgage of PNC Bank, N.A. will be satisfied at closing. b. The balance of the Class # 8 General Unsecured Claim of Truist Bank, f/k/a SunTrust Bank, in the amount of $6,298.02, will be satisfied at closing. c. Any amounts due and owing to Northstar Estates Homeowner's Association of Davie, Inc., which arose after the Effective Date of the Plan, will be satisfied at closing. d. The obligation(s) owing to the Internal Revenue Service will be satisfied at closing. With respect to PNC Bank, the Debtors' counsel and/or their closing agent will obtain a current payoff quote from PNC Bank to ensure the full amount of PNC Bank's lien is paid. The Debtors' counsel and/or their closing agent will contact PNC Bank the day of closing to ensure the payoff amount is valid and correct. The bankruptcy case is In re: Francis Leo Grogan, III and Dorie Braddy Grogan, Case No. 13-15823-JKO (Bankr. S.D. Fla.). FTX GROUP: Gets Court Okay to End Deal With Gisele Bundchen ----------------------------------------------------------- Amelia Pollard of Bloomberg Law reports that a federal judge approved FTX Group's request to formally terminate endorsement deals with supermodel Gisele Bundchen, basketball star Stephen Curry's SC30 Inc. and baseball phenomenon Shohei Ohtani, court papers show. Bündchen has partnership, endorsement and charitable giving agreements with an FTX affiliate dating to May 2021, according to bankruptcy court papers. Curry's SC30 and Ohtani have endorsement deals from later the same year. US Bankruptcy Judge John Dorsey's Thursday, January 26, 2023, order permits FTX to reject various sponsorship and endorsement agreements, including: * the Partnership and Endorsement Agreement, dated as of May 27, 2021 and Charitable Giving Letter Agreement, dated as of May 27, 2021, both with Gisele Caroline Bundchen, * the Sponsorship Agreement, dated as of December 9, 2021 with Golden State Warriors, LLC, et al. * Advertising and Promotion Agreement, dated as of March 22, 2021 with Miami Heat Limited Partnership, * Promotional Rights Agreement, dated as of July 10, 2021, with MLB Advanced Media, L.P., * Partnership and Endorsement Services Agreement, dated as of August 11, 2021 with SC30 Inc., and * Endorsement Services Agreement, dated as of Nov. 16, 2021 with Shohei Ohtani. 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 GROUP: Prosecutors Say SBF Want to Influence Witness -------------------------------------------------------- Joe Schneider of Bloomberg News reports that FTX co-founder Samuel Bankman-Fried sought to influence a witness in the US government's criminal fraud case against him, prosecutors said in a filing, asking a judge to stop him from contacting former employees at the bankrupt cryptocurrency exchange. The government also requested an order from the judge prohibiting Bankman-Fried from using any encrypted messaging applications, such as Signal. Bankman-Fried used Signal and email to contact the current general counsel of FTX -- described as Witness-1 -- saying he'd "love to reconnect and see if there's a way for us to have a constructive relationship," prosecutors said in the filing Friday, January 28, 2023. 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. FUTURE VALUE: Has Deal on Cash Collateral Access ------------------------------------------------ Future Value Construction Inc. asks the U.S. Bankruptcy Court for the Eastern District of California to use cash collateral in accordance with its agreement with Roberta Korda, as Trustee of the Survivor's Trust created under the Robert and Rosina Living Trust dated August 29, 2022. The Debtor is a party to a secured promissory note it executed in favor of Robert Korda, as Trustee of the Survivor's Trust created under the Robert and Rosina Korda Living Trust dated August 28, 2002. The initial loan proceeds were used to pay an existing $1.73 million loan, plus an eight-point loan fee and approximately 13 months of interest reserve, together with additional miscellaneous lender charges and escrow fees. There is a remaining holdback sum in the amount of $124,86 from the loan. The Debtor previously filed two motions attempting to access these funds, which were a motion to utilize the funds as property of the estate and to pay critical vendors. Those motions have been withdrawn after the Debtor and the Secured Creditor negotiated a cash collateral stipulation. The Debtor requires the use of cash collateral to pay critical expenses in its Chapter 11 case. There are two important liabilities that must be paid in order for the Debtor to reorganize by way of completing entitlement processing to get a final map on Phase 2 of Lakeview at Rio Bravo: a. a copyright claim by San Joaquin Engineering in the sum of $45,000 in order to obtain a claim release to be submitted to the City of Bakersfield Public Works Department; and b. $20,000 for the balance of civil engineering expenses for "as-completed" work for on-site improvements and off-site improvements in order to begin selling Phase 2 lots. The Debtor cannot sell its Phase 2 lots without San Joaquin Engineering releasing its lien on the land map required by the City of Bakersfield Public Works Department. Absent release by the City of Bakersfield, the Phase 2 lots are "paper-lots" with nominal value. The parties agree that the Debtor may use cash collateral. The Debtor believes there is adequate equity in the property subject to the Secured Creditor's claim. The only replacement lien provided to the Secured Creditor is on an additional lot, where the model home is, and no liens are granted on claims for relief under Sections 544, 545, and 547 to 549 of the Bankruptcy Code. The stipulation does not waive the Debtor's right to move the Court for an order authorizing the Debtor to access cash collateral if the Secured Creditor will not consent to the Debtor's further use. A copy of the motion is available at https://bit.ly/3Rvqdpp from PacerMonitor.com. About Future Value Construction Future Value Construction, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Calif. Case No. 22-12016) on Nov. 28, 2022, with up to $50,000 in assets and up to $10 million in liabilities. Judge Jennifer E. Niemann oversees the case. The Debtor is represented by the Law Office of D. Max Gardner. G.A.H. BAR-B-Q: Case Summary & Six Unsecured Creditors ------------------------------------------------------ Debtor: G.A.H. Bar-B-Q, Inc. 2227 W. New Haven Ave. Melbourne, FL 32904 Chapter 11 Petition Date: February 3, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-00428 Debtor's Counsel: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: dvelasquez@lathamluna.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Gregory Helwig as sole shareholder. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/D7I62NA/GAH_Bar-B-Q_Inc__flmbke-23-00428__0001.0.pdf?mcid=tGE4TAMA G.D. III INC: Trustee Gets OK to Hire Larry Strauss as Accountant ----------------------------------------------------------------- Patricia Jefferson, the Chapter 11 trustee for G.D. III, Inc., received approval from the U.S. Bankruptcy Court for the District of Maryland to employ Larry Strauss, Esq., CPA & Associates Inc. as her accountant and tax advisor. The firm's services include the preparation of estate tax returns and other tax-related filings, and the review of priority tax claims. The firm will be paid at these rates: Partners $500 per hour Managers $390 per hour Supervisors $345 per hour Seniors $280 per hour Staff $165 per hour As disclosed in court filings, Larry Strauss is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Larry I. Strauss, C.P.A. Larry Strauss ESQ, CPA & Associates, Inc. 2310 Smith Avenue Baltimore, Maryland 21209 Tel: (310) 484-2142 Fax: (443) 352-3282 Email: Larry@LarryStraussESQCPA.com About G.D. III G.D. III, Inc. is a Baltimore-based company engaged in renting and leasing real estate properties. G.D. III filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12393) on May 3, 2022, with $6,500,000 in assets and $7,549,273 in liabilities. George Divel, III, president of G.D. III, signed the petition. Judge Michelle M. Harner presides over the case. Timothy Mummert, Esq., at Mummert Law Firm and Richard Fleischer, CPA serve as the Debtor's legal counsel and accountant, respectively. Patricia Jefferson, the Chapter 11 trustee appointed in the Debtor's case, tapped Miles & Stockbridge P.C. as legal counsel and Larry Strauss, Esq., CPA & Associates Inc. as accountant and tax advisor. GANESH AA: Sale of Bellevue Property to Toor for $197K Granted -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Ganesh AA Corp.'s sale of the real property located at 503 N Highway 287, in Bellevue, Texas, to Ajit Singh Toor or its assigns for $197,000 in accordance with the terms and conditions of the Purchase and Sale Agreement. The parties are authorized and directed to take all actions, including the execution of documents, necessary or appropriate to affect the sale of the Property. At Closing, the Debtor will cause and instruct the title company coordinating the sale of the Property to pay in full from the proceeds of the sale of the Property, and the Debtor is authorized and directed to pay, the amounts as follows: A. all reasonable, customary, and usual costs of Closing in the sale of the Property including, without limitation, title policy cost, ad valorem real property taxes for years through 2022 owed with 11 U.S.C. section 506(b) interest at the state statutory rate of 1% per month, attorney and documents fees, a real estate commission and any United States Trustee fees associated with such payments; and B. All remaining proceeds shall be held in the Debtor in Possession account and will not be disbursed without further order of the Court. The Sale Order is final and will be effective and enforceable immediately upon entry and will not be stayed pursuant to Bankruptcy Rule 6004(g). About Ganesh AA Corp Ganesh AA Corp filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-70211) on Dec. 5, 2022, with as much as $1 million in both assets and liabilities. Eric A. Liepins, PC serves as the Debtor's counsel. GB SCIENCES: Incurs $449K Net Loss in Third Quarter --------------------------------------------------- GB Sciences, Inc., has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $448,772 on $0 of sales revenue for the three months ended Dec. 31, 2022, compared to a net income of $4.32 million on $0 of sales revenue for the three months ended Dec. 31, 2021. For the nine months ended Dec. 31, 2022, the Company reported a net loss of $1.26 million on $0 of sales revenue compared to a net income of $3.14 million on $0 of sales revenue for the nine months ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $2.79 million in total assets, $4.40 million in total liabilities, and a total stockholders' deficit of $1.61 million. GB Sciences stated, "The Company will need additional capital to implement its strategies. There is no assurance that it will be able to raise the amount of capital needed for future growth plans. Even if financing is available, it may not be on terms that are acceptable. If unable to raise the necessary capital at the times required, the Company may have to materially change the business plan, including delaying implementation of aspects of the business plan or curtailing or abandoning the business plan. The Company represents a speculative investment and investors may lose all of their investment. In order to be able to achieve the strategic goals, the Company needs to further expand its business and financing activities. Based on the Company's cash position, it is necessary to raise additional capital by the end of the next quarter in order to continue to fund current operations. These factors raise substantial doubt about the ability to continue as a going concern. The Company is pursuing several alternatives to address this situation, including the raising of additional funding through equity or debt financing. In order to finance existing operations and pay current liabilities over the next twelve months, the Company will need to raise additional capital. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1165320/000143774923002465/gblx20221231_10q.htm About GB Sciences Headquartered in Las Vegas, Nevada, GB Sciences, Inc. is a plant-inspired, biopharmaceutical research and development company creating patented, disease-targeted formulations of cannabis- and other plant-inspired therapeutic mixtures for the prescription drug market through its wholly owned Canadian subsidiary, GbS Global Biopharma, Inc. GB Sciences reported a net loss of $530,873 for the year ended March 31, 2022, compared to a net loss of $3.73 million for the year ended March 31, 2021. As of Sept. 30, 2022, the Company had $3.12 million in total assets, $4.31 million in total liabilities, and a total stockholders' deficit of $1.19 million. Margate, Florida-based Assurance Dimensions, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 30, 2022, citing that the Company has sustained net losses since inception, which have caused an accumulated deficit of $104,580,122 at March 31, 2022. The Company also had a working capital deficit of $3,607,638 and consumed cash in its operating activities of $1,866,154 including $87,772 used in discontinued operations for the year ended March 31, 2022. These factors raise substantial doubt about the Company's ability to continue as a going concern. GENEVER HOLDINGS: Gets OK to Hire Paul Hastings as Legal Counsel ---------------------------------------------------------------- Genever Holdings Corporation and Genever Holdings, LLC received approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Paul Hastings, LLP as additional counsel. Both Debtors will utilize Paul Hastings for specific matters only and will continue to rely on Neubert Pepe & Monteith, P.C. for the majority of their Chapter 11 legal needs. Paul Hastings' hourly rates are as follows: U.S. Hourly Rates U.S. Hourly Rates (pre-Jan. 1, 2023) (post-Jan. 1, 2023) ------------------ ------------------- Partners $1,310 - $1,935 $1,400 - $2,075 Of Counsel $1,335 - $1,860 $1,400 - $2,000 Associates $755 - $1,230 $800 - $1,320 Paraprofessionals $250 - $565 $275 - $600 Nicholas Bassett, Esq., a partner at Paul Hastings, 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: Nicholas A. Bassett, Esq. Paul Hastings LLP 200 Park Avenue New York, NY 10166 Tel: (202) 551-1902 Email: nicholasbassett@paulhastings.com About Genever Holdings Genever Holdings, LLC is the owner of the entire 18th floor apartment and auxiliary units in the Sherry Netherland Hotel located at 781 Fifth Ave., N.Y. Genever Holdings, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-12411) on Oct. 12, 2020, with $50 million to $100 million in both assets and liabilities. On Nov. 4, 2022, the case was transferred to the U.S. Bankruptcy Court for the District of Connecticut and was assigned a new case number (Case No. 22-50592). Ho Wan Kwok, owner of Genever Holdings, LLC's parent, Genever Holdings Corporation, sought Chapter 11 protection (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022, with $50,001 to $100,000 in assets and $100 million to $500 million in liabilities. According to Reuters, Ho Wan Kwok, also known as Guo Wengui, was a former real estate magnate who fled China for the U.S. in 2014 ahead of corruption charges. He filed for bankruptcy after a New York court ordered him to pay lender Pacific Alliance Asia Opportunity Fund $254 million stemming from a contract dispute. Genever Holdings Corporation is a company in Road Town, Tortola, which is engaged in activities related to real estate. It sought Chapter 11 protection (Bankr. D. Conn. Case No. 22-50542) on Oct. 11, 2022, with $10 million to $50 million in assets and $100 million to $500 million in liabilities. On Nov. 21, 2022, the Connecticut bankruptcy court ordered the consolidation of the three cases for procedural purposes. The cases are jointly administered under Case No. 22-50073 and are assigned to Judge Julie A. Manning. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and Neubert Pepe & Monteith, P.C. serve as Genever Holdings, LLC's legal counsels. Neubert, Pepe & Monteith and Harney Westwood and Riegels, LP serve as Genever Holdings Corporation's bankruptcy counsel and British Virgin Islands counsel, respectively. Luc A. Despins, the Chapter 11 trustee appointed in Ho Wan Kwok's case, tapped Paul Hastings, LLP as bankruptcy counsel; Neubert, Pepe & Monteith as local and conflicts counsel; and Harney Westwood and Riegel as British Virgin Islands counsel. Pullman & Comley, LLC represents the official committee of unsecured creditors appointed in Ho Wan Kwok's bankruptcy case. GIP III STETSON I: Fitch Hikes LongTerm IDR to B+, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has upgraded the Long-Term Issuer Default Rating for GIP III Stetson I, L.P. and GIP III Stetson II, L.P. (collectively GIP Stetson) to 'B+' from 'B'. Fitch has also upgraded GIP Stetson's senior secured rating to 'B+'/'RR4' from 'B'/'RR4'. The Rating Outlook is Stable. The upgrade mainly reflects the upgrade at EnLink Midstream, LLC (ENLC; BBB-/Stable). An additional factor is falling leverage at GIP Stetson. ENLC has recently declared its distribution per share, and thereupon Fitch estimates that 2023 leverage will be slightly below the level at which Fitch had previously stated a positive rating action could occur. KEY RATING DRIVERS Parent Subsidiary Linkage: Per Fitch PSL criteria, GIP Stetson is regarded as a Parent and ENLC a subsidiary, and EnLink is the stronger entity of the two. ENLC does not guarantee GIP Stetson loan. EnLink has Independent Directors and a Conflicts Committee. The general partner and the Independent Directors have collaboratively from time to time pro-actively taken steps to bolster credit quality. Criteria factor access and control reflect one porous sub-factor and one insulated factor. The two sub-factors are judged by Fitch to combine for "porous." With insulated ring-fencing and porous access, the PSL outcome for the GIP Stetson-ENLC pair is "standalone." Structural Subordination: GIP Stetson's standalone-based ratings reflect structural subordination. GIP Stetson's only source of cash flow is levered ENLC. Though rising lately, distributions into GIP Stetson from ENLC are subject to reduction. Furthermore, ENLC may need to increase capital expenditures rapidly compared to its plans in order to support a customer base that may in the future launch a new industry growth phase. Furthermore, the E&P business is vulnerable to rapid drops in commodity prices, which, when they happen, have hurt ENLC's volumes in the past. ENLC was recently upgraded from 'BB+' to 'BBB-', and the upgrade rationale encompasses the view that ENLC's distributions growth trajectory is moderate and well-covered by net cash flow from operations less capital expenditures. The main factor in the upgrade of GIP Stetson is the improvement in the overall financial and fundamental condition of ENLC. Leverage: Fitch forecasts that 2023 standalone leverage for GIP Stetson will be approximately 6.8x. In 2021, leverage was approximately 9.5x. Terms of the GIP Stetson secured loan provide for a small amount of amortization. While debt reduction, of course, is a positive for credit quality, most of recent and expected de-leveraging is caused by distribution increases (past actual increases and future expected increases). Interest Rate Risk: In 2022, GIP Stetson was strongly protected from base rate interest rate increases by a derivative with a notional amount that is for a substantial portion of its secured loan. This derivative expires in 4Q23, and accordingly, 2023 is also a year of small interest rate risk. Given (i) the foregoing; (ii) the mid-2025 maturity of the secured loan; and (iii) Fitch being mindful that the shape of the yield curve now and in recent months, Fitch expects that GIP Stetson will give careful scrutiny to an early re-financing of the secured loan. Such an early re-financing of the secured loan would be a positive for credit quality. DERIVATION SUMMARY GIP Stetson's "received-distribution" cash flow structure is similar to FR BR Holdings (FR BR; CCC+). FR BR was recently downgraded due to the absence of a pro-active refinancing (its term loan comes due in December 2023). In 2021, both companies had high leverage that was not commensurate with their ratings (FR BR was B- in mid-2022). GIP Stetson's ownership stake is in a more diversified entity (EnLink) than FR BR's entity (Blue Racer Midstream, LLC [B+/Stable]). FR BR has an ownership stake in an entity doing business in the Appalachian basin (i.e., Pennsylvania/Ohio/West Virginia). EnLink has superior credit quality, and it also has a public "float," which Blue Racer does not have. For liquidity, diversity and opco credit quality, there is a three-notch difference between GIP Stetson and FR BR. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer: - EBITDA increases throughout forecast years to reflect ENLC distribution increases; - Interest expense reflects Fitch Global Economic Outlook rates, though softened by an interest rate hedge instrument for approximately half of debt through 1H23; - Debt reduction via term loan amortization (1% per annum) and excess cash flow sweep; - GIP Stetson ownership in ENLC stable at the current level of around 46% throughout the forecast period. Recovery Assumption: The Recovery Rating 4 (RR4) for GIP Stetson's Term Loan B is based on a scenario where the owner does not timely refinance the balloon maturity of the GIP Stetson loan. The scenario further assumes that at and just before maturity, the economy and financial markets suffer calamities, the loan comes due without a refinancing, and GIP Stetson files for bankruptcy. This scenario is more plausible at this time than one alternative, an ENLC bankruptcy driving a GIP Stetson bankruptcy. ENLC in 2022 pro-actively tendered for maturities in 2023 and 2024, and the assumption is that the ENLC bonds maturing in 2025 will receive the same treatment. Fitch assumes the going-concern EBITDA in 2025 at GIP Stetson is approximately $110 million, reflecting the expected 2023 distribution to GIP Stetson. This assumption is more conservative than the base case assumption, which reflects growth in distributions from 2023 to 2025. Fitch used an EBITDA multiple of 4.0x to calculate a post-reorganization valuation. This multiple assumption is a reasonable estimate, as no precedent exists in the midstream sector for a holdco bankruptcy. The 4.0x multiple exists in relationship to Fitch's standard midstream opco multiple of 6.0x. There have been a limited number of bankruptcies and reorganizations within the midstream space, but bankruptcies at Southcross Holdco (2016) and Azure Midstream yielded multiples between 5.0x and 7.0x, by Fitch's best estimates for run-rate EBITDA. In Fitch's recent Bankruptcy Case Study Report, "Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries," published in September 2021, the median enterprise valuation exit multiple for the 51 energy cases with sufficient data to estimate was 5.3x, with a wide range of multiples observed. The multiple applied in the GIP Stetson recovery scenario reflects the company's operating profile as an entity with no real assets that solely depends on the cashflow distribution from its operating subsidiary. Using this going concern EBITDA and a 10% administrative claim in the recovery calculation as specified in Fitch's Corporates Notching and Recovery Ratings Criteria, the agency determines the term loan's recovery rating to be 'RR4'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - GIP Stetson's Stand-alone debt to distributions expected below 5.0x over a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Negative rating action could happen if stand-alone debt to distributions received exceeds 7.0x on a sustained basis; - Significant deterioration of credit profile at ENLC reflecting the deteriorating cash flow from the subsidiaries. LIQUIDITY AND DEBT STRUCTURE Manageable Liquidity: Fitch views that the under ENLC's current distribution policy GIP Stetson will have the sufficient liquidity to service its required interest expense and deleverage under its cash flow sweep in the near term. However, the deleveraging pace is now much slower than the previous years' given the current distribution received from ENLC. The excess cash flow sweep provision mandates GIP Stetson to distribute 75% of its excess cash flow when leverage is above 5.0x. The remaining amount is the cash flow available as distribution to Global Infrastructure Partners. GIP Stetson also has a six-month debt service reserve account in place supported by letters of credits. The instrument that provides back-up liquidity directed toward term loan holders is in the form of a LOC issued by a bank. The LOC is written in favor of the collateral agent. The obligation to repay the LOC resides at an entity above GIP Stetson, in GIP Stetson's ownership chain. ISSUER PROFILE GIP Stetson is an entity that owns an approximately 45% equity interest in EnLink Midstream LLC. GIP Stetson is an investment of infrastructure private equity company, Global Infrastructure Partners. SUMMARY OF FINANCIAL ADJUSTMENTS GIP Stetson reports its financial condition on a combined financial statements basis. GIP Stetson is considered by U.S. GAAP to be an investment company. Fitch primarily assesses GIP Stetson's leverage through the use of stand-alone leverage. Stand-alone leverage is the following ratio: GIP Stetson debt in the numerator, and actual distributions to GIP Stetson in the denominator. 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 ----------- ------ -------- ----- GIP III Stetson II, L.P. LT IDR B+ Upgrade B senior secured LT B+ Upgrade RR4 B GIP III Stetson I, L.P. LT IDR B+ Upgrade B senior secured LT B+ Upgrade RR4 B GIRARDI & KEESE: Court Tosses $6.3-Mil Victims' Suit vs. NY Firm ---------------------------------------------------------------- A California federal judge on Jan. 26, 2023, dismissed a suit against a New York lawyer and his firm alleging they illegally received $6.3 million of a burn victim's settlement from Girardi Keese founder Tom Girardi, finding the complaint contains allegations of fraud that must be pled with more particularity. Judge George H. Wu entered a tentative ruling on Jan. 24, 2023, saying, "The Complaint will be dismissed, and amendment required, because of insufficiency under Rule 9(b). Otherwise, the grounds for dismissal properly presented in the motion are rejected." The Court later ruled Jan. 26, 2023, that the tentative ruling is adopted as the Court's final ruling. The Complaint will be dismissed, and Plaintiffs will have until Feb. 9, 2023, to file a First Amended Complaint; granting with leave to amend MOTION to Dismiss Case. Case Background On Sept. 30, 2022, Joseph Ruigomez, Kathleen Ruigomez, and Jamie Ruigomez (collectively, "Plaintiffs") sued The DiNardo Law Firm, P.C. ("DLF") and Joseph DiNardo ("DiNardo") in Los Angeles County Superior Court for: 1) conversion, 2) receipt of stolen property, 3) aiding and abetting, 4) unfair business practices, and 5) unjust enrichment. DLF and DiNardo (collectively, "Defendants") removed the action to this Court on November 21, 2022, basing this Court's subject matter jurisdiction on the existence of diversity jurisdiction. According to the Plaintiffs' Complaint, Joseph was severely burned at his home in San Bruno, California, on September 9, 2010, as a result of a Pacific Gas & Electric natural gas pipeline explosion. He was left in a coma, his girlfriend was killed, and Kathleen and Jamie were traumatized. They retained the Girardi Keese Law Firm ("GK") to represent them in a personal injury action. Attorney Thomas Girardi told Plaintiffs that the case settled at a mediation on Jan. 10, 2013, but did not give Plaintiffs a copy of the settlement agreement, or tell Plaintiffs how much the settlement was for, how much they would receive, and when they would receive the monies. Instead, he told them that GK would hold the settlement monies in trust while GK determined the amount of medical liens, and that while it was in trust, it would earn 6.5% annual interest, which GK would pay to Plaintiffs (though Plaintiffs never agreed to Girardi or GK investing their money). Ultimately, GK has not given Plaintiffs all the money that is theirs under the settlement agreement and GK's promise of interest. On January 24, 2013, PG&E wired $28,000,000 of the settlement to the trust account. From that trust account, Girardi made out a check on February 12, 2013, for $5,825,000 payable to DLF, though Plaintiffs had never retained DLF, nor had they allowed GK to share any contingency fees with DLF or DiNardo (who is not a licensed attorney in California). On May 20, 2013, Girardi made out another check to DLF from the trust account, this time in the amount of $500,000. DLF deposited these checks and later transferred the money to DiNardo and/or another of his business entities. Defendant now moves to dismiss the FAC pursuant to Rules 12(b)(6) and 12(b)(7)2 of the Federal Rules of Civil Procedure. Dismissal Bid Defendants seek a statute of limitations-based dismissal of all of Plaintiffs' claims because the checks to DLF were issued in early 2013 and all of Plaintiffs' claims are governed by three- or four-year limitations periods. Should they fail to persuade the Court on the statute-of-limitations point, Defendants also argue that each of Plaintiffs' claims "sound in fraud" and therefore must be -- and have not been -- pled in conformity with Rule 9(b). Finally (at least insofar as will be discussed herein, as explained infra), Defendants argue that the Complaint should be dismissed against DiNardo individually because Plaintiffs have not alleged sufficient facts to pierce the corporate veil Federal Rule of Civil Procedure 9(b) "requires that '[i]n alleging fraud . . ., a party must state with particularity the circumstances constituting fraud.'" Or. Pub. Emps. Retirement Fund v. Apollo Grp. Inc., 774 F.3d 598, 604 (9th Cir. 2014). But Plaintiffs simply respond that none of the causes of action they have pled against Defendants are based upon fraud, so they have no need to comply with Rule 9(b). However, they make no attempt to contend with the "unified course of conduct" rule or the cases applying it that determine that a complaint "sounds in fraud" or is "grounded in fraud" despite the fact that one (or more) causes of action is not, itself, a fraud-based claim. "In the end, therefore, Plaintiffs appear to have a few options: 1) either plead the case with respect to DLF and DiNardo in compliance with Rule 9(b); 2) explain why they are unable to do so; or 3) remove the allegations from the Complaint that seemingly bring their case against DLF and DiNardo within the reach of Rule 9(b). Whichever course they choose going forward, the current version of the Complaint will have to be dismissed (with, of course, leave to amend) for the current Rule 9(b) failure," Judge Wu said. The case is Joseph Ruigomez et al v. The Dinardo Law Firm, P.C. et al (C.D. Cal. Case No. 2:22-cv-08513). 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 GRAND CANYON: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Grand Canyon Destinations, LLC 8020 S. Rainbow Blvd., Suite 100-458 Las Vegas, NV 89139 Business Description: The Debtor is a travel and tour charter bus rental services provider. Chapter 11 Petition Date: February 3, 2023 Court: United States Bankruptcy Court District of Nevada Case No.: 23-10399 Debtor's Counsel: Candace C. Carlyon, Esq. CARLYON CICA CHTD. 265 W. Warm Springs Road Suite 107 Las Vegas, NV 89119 Tel: 702 685 4444 Email: ccarlyon@carlyoncica.com Total Assets as of Nov. 30, 2022: $1,868,627 Total Liabilities as of Nov. 30, 2022: $3,641,522 The petition was signed by Anthony Dobbs as president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LEUADTY/na_GRAND_CANYON_DESTINATIONS_LLC__nvbke-23-10399__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/K35S6SY/na_GRAND_CANYON_DESTINATIONS_LLC__nvbke-23-10399__0001.0.pdf?mcid=tGE4TAMA GRANDE LLC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Grande, LLC 21701 Stevens Creek Blvd Number 2610 Cupertino CA 95014 Chapter 11 Petition Date: February 3, 2023 Court: United States Bankruptcy Court Eastern District of California Case No.: 23-10208 Judge: Hon. Rene Lastreto II Debtor's Counsel: Paul Manasian, Esq. 1310 65th Street Emeryville CA 94608 Tel: 415-730-3419 Email: mansian@mrlawsf.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bethany Liou as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/N7S2ZMY/Grande_LLC__caebke-23-10208__0001.0.pdf?mcid=tGE4TAMA GREENBRIER CO: Egan-Jones Retains BB- Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on January 18, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by The Greenbrier Companies, Inc. The Greenbrier Companies, Inc. is an American publicly traded transportation manufacturing corporation based in Lake Oswego, Oregon, United States. HAL LUFTIG: Gets OK to Hire RK Consultants as Financial Advisor --------------------------------------------------------------- Hal Luftig Company, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ RK Consultants, LLC as its financial advisor. The firm's services include: a. assisting in the valuation and the preparation of a liquidation analysis for the Debtor's plan of reorganization; b. providing financial projections for the plan; c. estimating and valuing the unliquidated claim of FCP Entertainment Partners, LLC; d. assisting in preparing the reorganization plan; and e. other financial advisory services. The firm will be paid at these rates: Brian R. Ryniker $450 per hour Michael Kim $350 per hour Charles Stryker $350 per hour Brian Ryniker, a partner at RK Consultants, 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: Brian Ryniker RK Consultants, LLC 1178 Broadway, 3rd Floor, Suite 1505 New York, NY 10001 Phone: 646-341-3926 Email: brian@rkc.llc About Hal Luftig Company Hal Luftig Company, Inc., a theatrical producer in New York, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11617) on Dec. 1, 2022, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Charles Persing has been appointed as Subchapter V trustee. Judge John P. Mastando III presides over the case. Ruskin Moscou Faltischek, P.C. and RK Consultants, LLC are the Debtor's legal counsel and financial advisor, respectively. HALL AT THE YARD: Seeks Chapter 11 to Reorganize Debt ----------------------------------------------------- Ashley Gurbal Kritzer of Tampa Bay Business Journal reports that a Tampa food hall operator has filed for Chapter 11 bankruptcy protection to reorganize the debt on an Orlando location. Jamal Wilson, who launched his food halls with The Hall on Franklin in 2017, told the Tampa Bay Business Journal on Wednesday, January 25, 2023, that he is reorganizing his debt "due to high construction costs" during the Covid-19 pandemic. Wilson's Orlando location, The Hall at the Yard, opened in 2021. The bankruptcy filing will not affect day-to-day operations at The Hall at the Yard, Wilsons said, and he doesn't plan to file for bankruptcy protection for any other locations. "The cost of the tenant improvements was higher than expected," according to the bankruptcy filing. "Unfortunately, the debtor borrowed funds from various MCA lenders. The debt to the MCA lenders and the exorbitant fees and costs associated therewith has been crippling. The debtor filed this case to restructure its debts and reorganize for the benefit of all creditors." Merchant cash advances, or MCAs, are an alternative to traditional small business lending. They are cash advances, usually used as short-term financing, offered against a prediction of a business's future sales. The filing lists 10 MCA lenders who are owed a combined $901,055, though the amount owed to G and G Funding Group LLC is unidentified. The lenders are owed amounts ranging from $44,000 to $181,000. Secured debt also includes a $4.2 million loan to Newtek Small Business Finance. There is also a $359,000 Paycheck Protection Program loan from Kabbage LLC that is "likely unsecured," according to the filing. The largest unsecured creditors have claims that range from unknown to $119,000. In 2022, the Orlando food hall had $7.86 million in gross revenue. Wilson plans to seek debtor-in-possession financing — a type of financing specifically for businesses going through restructuring — and also hire a chief restructuring officer. He has not paid himself a salary in a year, according to the filing. Wilson filed an emergency motion to pay workers and an emergency motion to use cash collateral, according to the filing. The Hall at the Yard is home to nine restaurants, three cocktail bars and five private event spaces, according to the bankruptcy filing. The restaurants sublease the space from Wilson, who leases the 12,250-square-foot space from an entity linked to Real Estate Inverlad Development, an Orlando developer. The Hall on Franklin closed in 2020, months after its landlord filed an eviction lawsuit. Wilson signed a lease to open a location in Midtown Tampa, but the developer of Midtown has since signed a deal with Ballard Designs to fill that location. Two locations in Georgia, one in Atlanta and one in Snellville, were planned in 2021. About Hall at the Yard Hall at the Yard is a Tampa food hall operator. 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 Jan. 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. Judge Catherine Peek McEwen oversees the case. Edward J. Peterson, Esq., at Stichter, Riedel, Blain and Postler, P.A., represents the Debtor. HALL AT THE YARD: Seeks to Hire Stichter as Legal Counsel --------------------------------------------------------- The Hall at the Yard, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Stichter, Riedel, Blain & Postler, P.A. as its legal counsel. The firm's services include: a. rendering legal advice with respect to the Debtor's powers and duties; b. preparing legal papers; c. appearing before the court and the Office of the U.S. Trustee; d. participating in negotiations with creditors and other parties in interest in formulating and drafting a Chapter 11 plan, and taking necessary legal steps to confirm such a plan; e. representing the Debtor in all adversary proceedings, contested matters, and matters involving administration of the bankruptcy case; f. other necessary legal services. The firm will be paid based upon its normal and usual hourly billing rates and will be reimbursed for its out-of-pocket expenses. Edward Peterson, Esq., a partner at Stichter, 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: Edward J. Peterson, Esq. Stichter Riedel Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Email: epeterson@srbp.com About The Hall at the Yard The Hall at the Yard, LLC, a company in Tampa, Fla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00250) on Jan. 24, 2023. In the petition signed by its manager, Jamal Wilson, 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. HERITAGE POWER: Feb. 16 Hearing on Continued Cash Collateral Use ---------------------------------------------------------------- Heritage Power, LLC and its debtor-affiliates will return to the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, on Feb. 16 at 1 p.m. to seek final approval of their request to use cash collateral. Objections or responses to the request are due Feb. 8. The Debtors on Jan. 25 obtained an interim order granting them access to their lenders’ cash collateral in accordance with the budget, with a 15% variance. As of the Petition Date, certain of the Debtors were borrowers or guarantors under a 2019 secured credit facility with Jefferies Finance LLC, as administrative agent, and MUFG Union Bank, N.A. as collateral agent and depositary agent. Under Jefferies-MUFG facility, the Debtors owed the lenders: * a principal amount totaling not less than $485 million under a term loan; * a principal amount totaling not less than $32.27 million, plus interest accrued as of the Petition Date in an amount no less than $747,024, under revolving loan; * contingent reimbursement obligations in a principal amount not less than $10.387 million plus fees accrued as of the Petition Date in an amount not less than $45,851, with respect to revolving letters of credit; and * accrued and unpaid interest, fees, costs, expenses, and charges, including reasonable and documented attorneys' fees and expenses and financial advisor fees and expenses incurred by the Prepetition Secured Lenders' professionals. Certain of the Debtors also owed J. Aron & Company LLC under an ISDA Master Agreement between Heritage Power Marketing, LLC and JANY, dated as of July 27, 2021, in an unliquidated amount. The Interim Court Order permits the Debtors to use cash collateral to pay expenses and make disbursements in accordance with the Initial Interim Budget during the period commencing on the Petition Date and ending on the so-called Termination Date, provided, that any disbursement in excess of $1 million that constitutes an "Other Operating Disbursement," as described in the Initial Interim Budget, will require the prior written consent of the Ad Hoc Group of Prepetition Lenders. As adequate protection, all Secured Parties are granted a valid, binding, continuing, enforceable, fully-perfected, non-voidable first-priority replacement lien on, and security interest in, all of the Debtors' rights in tangible and intangible assets. The Secured Parties are also granted a valid, binding, continuing, enforceable, fully-perfected non-voidable junior priority replacement lien on, and security interest in, all tangible and intangible assets and a valid, binding, continuing, enforceable, fully-perfected non-voidable priming lien on, and security interest in, all tangible and intangible assets comprising the Collateral and all products and proceeds thereof. As additional adequate protection, the Debtors agreed to pay all reasonable and documented fees and expenses, whether incurred prior to, on, or after the Petition Date, of: -- the advisors to the Ad Hoc Group of Prepetition Lenders, including Milbank LLP, Porter Hedges LLP, Ross Aronstam & Moritz LLP, Ducera Partners, LLC, and any regulatory counsel retained by the Ad Hoc Group of Prepetition Lenders; -- a representative of the so-called Consenting Creditors appointed under and in accordance with the Transition Services Agreement, each as defined in the RSA; -- counsel to Jefferies as Administrative Agent, including Latham & Watkins LLP and local counsel; and counsel to MUFG as Collateral Agent, including Thompson Hine LLP; and -- Cleary Gottlieb Steen & Hamilton LLP, as counsel to JANY, and one local counsel to JANY. The Interim Order provides for a Carve Out consisting of the sum of: (i) all fees and expenses required to be paid to the Clerk of the Court and the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a) plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $75,000 incurred by a trustee under section 726(b) of the Bankruptcy Code; and (iii) to the extent allowed at any time, all unpaid fees and expenses accrued or incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code through the day the Administrative Agent (at the direction of the Required Lenders) delivers a written notice, specifying that the Termination Date has occurred -- Carve-Out Trigger Notice; and (iv) Professional Fees in an aggregate amount not to exceed $1,500,000 incurred after delivery of the Carve-Out Trigger Notice, as the fees and expenses are allowed at any time, whether by interim order, procedural order, or otherwise. Unless extended or waived by a writing executed among the Debtor Loan Parties and Jefferies as Administrative Agent, the Debtors' right to use cash collateral terminates on the earliest to occur of: (a) The Court has not entered a Final Order in form and substance reasonably acceptable to the Ad Hoc Group of Prepetition Lenders within 60 days of the Petition Date; provided that if the schedule of the Court was the cause of the failure to enter such a Final Order, no termination will occur under the clause so long as the Final Order is entered within a period of time equal to the delay caused by the Court's schedule (but in any event, no later than 75 days after the Petition Date); (b) The Interim Order is revoked, reversed, vacated, stayed, amended, supplemented, or otherwise modified without the prior written consent of the Ad Hoc Group of Prepetition Lenders, and no replacement order that is reasonably acceptable to the Ad Hoc Group of Prepetition Lenders will have been entered within five business days thereof; (c) Failure of the Debtors to comply in any material respect with any covenant, agreement, or provision of the Interim Order of such failure; (d) Failure of the Debtors to maintain unrestricted cash of at least $10 million at any time, excluding any amounts that may be netted; (e) The Court enters an order dismissing any of the Chapter 11 Cases or any of the Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code; (f) The Court enters an order appointing a chapter 11 trustee, receiver, or examiner with expanded powers and such order remains unstayed for at least three business days or is not withdrawn within three business days; (g) The Court enters an order terminating the use of cash collateral and such order remains unstayed for at least five business days or is not withdrawn within five business days; and (h) Five business days after the Restructuring Support Agreement, dated January 24, 2023, by and between the Debtors, certain Lenders, and GenOn Holdings, LLC, among other parties, is terminated in accordance with its terms. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3H5n2Qs from PacerMonitor.com. The Debtor projects total operating disbursements, on a weekly basis as follows: $718,000 for the week ending January 28, 2023; $2,414,000 for the week ending February 4, 2023; $1,234,000 for the week ending February 11, 2023; $960,000 for the week ending February 18, 2023; and $1,960,000 for the week ending February 25, 2023. About Heritage Power, LLC Heritage Power, LLC and affiliates 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. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90032) on January 24, 2023. In the petition signed by David Freysinger, president, the Debtors disclosed up to $100 million in assets and up to $1 billion in liabilities. Judge Christopher M. Lopez oversees the case. The Debtors tapped Haynes and Boone, LLP as legal counsel, Alvarez and Marsal North America, LLC as restructuring and financial advisor, Epiq Corporate Restructuring LLC, as notice, claims and solicitation agent. Counsel to the Ad Hoc Group of Prepetition Lenders: Abhilash M. Raval, Esq. Michael Price, Esq. Andrew Harmeyer, Esq. Milbank LLP 55 Hudson Yards New York, NY 10001 The Ad Hoc Group of Prepetition Lenders also retained Porter Hedges LLP, Ross Aronstam & Moritz LLP, Ducera Partners, LLC, as advisors. Counsel to Jefferies Finance LLC, as administrative agent: Adam J. Goldberg, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 Counsel to MUFG as Collateral Agent: John Bae, Esq. Irving Apar, Esq. Stephen Frank, Esq. Thompson Hine LLP 335 Madison Avenue, 12th Floor New York, NY 10017-4611 Counsel to J. Aron & Company LLC, counterparty under an ISDA Master Agreement: Sean A. O'Neal, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10007 HEXCEL CORP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed the 'BB+' issue credit rating on Hexcel Corp. S&P also affirmed the 'BB+' issue-level rating on the company's first-lien debt. The positive outlook reflects S&P's expectation that credit metrics will continue to improve throughout 2023, driven primarily by growth within the commercial aerospace segment where revenue growth will continue due to high demand and increased build rates across many aircraft platforms. Credit metrics have continued to improve, though remain weaker than pre-pandemic levels. Demand for Hexcel's composite materials for commercial aerospace has come back strong since the substantial weakening brought on during the pandemic in 2020. During the back half of 2021, the company realized significant recovery as aircraft manufacturers ramped up production to meet growing demand for narrowbody aircraft as domestic travel returned. This momentum continued into 2022 as strong demand for narrowbody aircraft and business jets continues to be robust. Space and defense remain stable while top-line growth was slightly offset by the industrial segment, realizing a modest decline during the 2022 fiscal year. As a result, credit metrics improved as funds from operations (FFO) to debt reached 34% and debt to EBITDA measured 2.4x as of Dec. 31, 2022. S&P said, "We expect additional improvement as build rates have stabilized and we expect to see additional ramp up during 2023, though remaining below pre-pandemic levels. Additionally, we expect metrics to be slightly offset by ongoing operational headwinds that may diminish during the second half of 2023. We expect metrics to remain weaker than pre-pandemic levels; specifically, we estimate FFO to debt to be between 35% and 40% and financial leverage to fall between 1.8x and 2.4x in 2023." Demand for narrowbody aircraft remains robust, while widebody demand has picked up as international travel recovers. During the second half of 2022, aircraft manufacturers had a gradual ramp up in production as domestic travel recovered, driving improvement in Hexcel's credit metrics. Though build rates had seen some volatility, it appears the original equipment manufacturers (OEMs) have improved production and achieved attainable rates as of the end of 2022; however, supply for new narrowbody aircrafts remains below demand. S&P said, "We expect further ramp up in production rates during 2023 across most platforms. Additionally, as international travel sees a material return, demand for widebody aircraft, which utilize Hexcel composite material more intensively than do narrowbody, has increased and we expect further production ramp-up over the next 12 to 24 months. However, both narrowbody and widebody production rates are expected to remain below pre-pandemic levels. Such ramp up drives improvement within the commercial aerospace segment, which will drive credit metric improvement into 2023 and 2024." Macroeconomic headwinds persist, though show some indication of easing. S&P said, "Though we have seen improvement, we expect macroeconomic headwinds to continue during at least the first half of 2023-specifically, ongoing supply chain constraints and labor pressures. The supply chain vulnerability will remain a challenge into 2023, however, we see improvements and expect inventory levels to be rightsized for production levels in 2023. Labor will remain a challenge as the company continues to add headcount and train existing labor to an adequate skill level. We expect to see operational efficiencies driven by labor improvement, resulting in margin improvement during the second half of 2023. As the potential for recession looms, we expect the industrials segment to suffer. Space and defense has historically been a segment that has been insulated from such risks, however, and the commercial aerospace segment continues to operate below market demand. Therefore, we do not expect these two segments to be hurt by a potential recession. Volatile foreign exchange rates and raw materials price inflation are additional risks to credit improvement, though Hexcel holds some protection through its hedging activity." Hexcel's liquidity position remains strong with limited capital needs for the next 12 to 24 months. As of the end of 2022, Hexcel held just over $112 million in unrestricted cash on hand, and generated $173 million in cash from operations. S&P said, "We expect cash flows to continue to be strong in 2023, with an estimated cash from operations of between $225 million and $250 million. Cash needs over the next 12 to 24 months are rather limited, with working capital between $70 million and $80 million and capital expenditures between $70 million and $90 million, leaving adequate headroom for dividends. The company currently holds sizable availability under their revolving credit facility, about $725 million, which matures in 2024, with no other debt matures until 2025 when their $300 million unsecured note matures." S&P said, "The positive outlook reflects our expectations that Hexcel's credit metrics will continue to improve as demand for narrowbody aircraft remains robust, and build rates, which appear to have stabilized at their current rate, will likely increase in 2023. We also expect to see growth within widebody production rates as demand for the assets improved due to the recovery of international travel. We expect inventory levels to be rightsized in early 2023; however, supply chain and labor headwinds will continue into the first half of 2023 with some relief at the back end of the year. We now expect FFO to debt to reach between 35% and 40% in 2023 and 38% to 42% in 2024. "We could lower our outlook on Hexcel Corp. within the next 12 months if FFO to debt falls below 30% and we do not expect it to improve." This would likely occur due to: -- If momentum in aircraft build rates stall or paused again; -- Supply chain disruptions or labor pressures fail to subside or increase and are sustained; or -- The company adopts a more aggressive financial policy than expected. S&P could raise its rating if it sees EBITDA return to pre-pandemic levels, while maintaining EBITDA margins. A higher rating would also require FFO to debt above 30%. This would likely occur due to: -- Aircraft build rates continue to increase; -- Margins improve closer to pre-pandemic levels as operational headwinds subside; and -- The company maintains a moderate financial policy. ESG credit indicators: E-1, S-4, G-2 S&P said, "Environmental factors are a positive consideration in our credit rating of Hexcel because it derives almost all of its revenue from the manufacturing of lightweight composites, which help make aircraft more fuel efficient. Social factors are a negative consideration within our credit rating analysis. With commercial aerospace representing about 70% of pre-pandemic revenue, revenue declined up to 50% during the pandemic. Revenues, earnings, and cash flows were more significantly affected than other suppliers due to its position early in the supply chain and greater exposure to widebody aircraft. While build rates among narrowbody platforms have seen a significant increase, they currently remain below pre-pandemic levels and widebody demand has gradually returned driving an expected increase in widebody production in 2023." HOBBY LOBBY: Court OKs Cash Collateral Access Thru Feb 28 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Hobby Lobby Marine LLC 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. In addition to Hanover Bank's security interests, liens, rights, and other interests in and with respect to its collateral, as adequate protection for and to secure the payment of an amount equal to any diminution in the value of its collateral, the Debtor grants to the Bank postpetition replacement liens and security interests under Bankruptcy Code section 361(2) on all property of the Debtor and its estate. The Replacement Liens granted to the Bank are valid, enforceable, and fully perfected liens without any action by Debtor or the Bank, and no filing or recordation or other act that otherwise may be required under federal or state law in any jurisdiction will be necessary to create or perfect such liens and security interests. The Replacement Liens will survive the entry of any order: (i) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code; (ii) dismissing the Chapter 11 Case; (iii) appointing a Chapter 11 trustee (other than a Subchapter V trustee) or examiner with expanded powers; and any Replacement Lien granted pursuant to the Interim Order will continue in full force and effect notwithstanding the entry of such an order, and such replacement Lien will maintain any priority granted in the Interim Order. The Replacement Liens will be senior to any other security interests, liens, or encumbrances, subject only to, in the following order of priority (a) valid, perfected, and enforceable prepetition liens which were senior to the Bank's respective liens or security interests as of the Petition Date and (b) the payment of the United States Trustee's fees, pursuant to 28 U.S.C. section 1930 and any court approved fees owed to the Subchapter V Trustee. A final hearing on the matter is set for February 28, 2023 at 11 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3DBF8cd from PacerMonitor.com. The Debtor projects $62,200 in total income and $61,624 in total expenses for February 2023. About Hobby Lobby Marine LLC Hobby Lobby Marine LLC operates a successful and long-standing family-owned marina that has operated in Toms River, N.J. since 1961. In addition to selling new and used watercraft and boating equipment, the Debtor rent 84 slips to customers, provide storage solutions, and provide repair and other customary marine services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 22-19381) on November 28, 2022. In the petition signed by Robert Tweer, co-managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Kathryn C. Ferguson oversees the case. The Law Offices of Douglas T. Tabachnik, P.C., is the Debtor's counsel. HOMER CITY: $145M Bank Debt Trades at 35% Discount -------------------------------------------------- Participations in a syndicated loan under which Homer City Generation LP is a borrower were trading in the secondary market around 65.3 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $145 million facility is a Term loan that is scheduled to mature on April 6, 2023. About $137 million of the loan is withdrawn and outstanding. Homer City Generation L.P. is a special purpose company that owns a 1,884 MW coal-fired plant in Homer City, Pa. HOWMET AEROSPACE: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on January 12, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Howmet Aerospace Inc. Howmet Aerospace Inc. is an American aerospace company based in Pittsburgh, Pennsylvania. INSTASET PLASTICS: Branford Buys Machinery and Equipment for $100K ------------------------------------------------------------------ Instaset Plastics Co., LLC, asks the U.S. Bankruptcy Court for the Eastern District of Michigan to approve the private sale of its remaining machinery and equipment, listed in Exhibit B, to Branford Auctions, LLC, for $100,000. IPC continued its operations through the winddown to ensure a smooth transition for critical customers and to complete the sale of the executory contracts to Clarion Technologies, Inc. Upon termination of business operations, IPC has negotiated a sale of its remaining machinery and equipment. Beginning in mid-October, the Debtor, with the assistance of DWH, LLC has contacted 15 potential purchasers of the Machinery and Equipment. It received six offers to purchase the Machinery and Equipment, ranging from $85,000 to $115,500. All offers require the Debtor to allow the purchaser to store the Machinery and Equipment at the Debtor's facility to allow the Purchaser to conduct an auction sale. Four of the bidders also offered to conduct an auction of the Machinery and Equipment on behalf of the Debtor. No such offer to conduct an auction provided a minimum opening bid or guaranteed purchase price for the Machinery and Equipment. All offers to conduct an auction on behalf of the Debtor contained a buyer's premium of 18% and required the Debtor to pay all costs associated with the auction sale. Branford initially submitted an offer in the amount of $115,500. However, over the course of time and the Debtor's continued operations and the time to negotiate a final purchase agreement, Branford determined that the assets did not have a market value of $115,500 and therefore lowered its offer to $100,000. In December, DWH contacted all of the prior offerors to determine if their prior offers were still in effect and whether they would increase their offer. At that time, DWH was only able to secure one additional offer on behalf of the Debtor in the amount of $85,000. Consequently, Branford's current offer of $100,000 allows the Debtor the greatest liquidation value for its Machinery and Equipment and thus, the greatest distributions to creditors. The material terms of the Asset Purchase Agreement are: a. Branford is the purchaser of the Machinery and Equipment for a purchase price of $100,000; b. Prior to the filing of the Motion, the Purchaser has deposited the full Purchase Price into an escrow account with the Debtor's counsel, Strobl PLLC; c. In the event the sale does not close, a liquidated damages amount of $25,000 will be retained by IPC and remaining balance returned to the Purchaser within 10 days; d. The closing will occur on Feb. 17, 2023; e. As a condition of the APA, Debtor will transfer all of their right, title, and interest in the Machinery and Equipment to the Purchaser via a Bill of Sale. f. The sale is "as is, where is"; g. The price to be paid by Purchaser to the Debtor is based on the full orderly liquidation value of the Machinery and Equipment; and h. The sale is contingent upon Court approval. The Debtors wish to proceed with the sale of the Machinery and Equipment to the Purchaser. In order for the Debtor to successfully liquidate, the Debtor must be able to sell the Purchased Assets and thereby eliminate the monthly expenses associated with maintaining the Purchased Assets and while generating funds to significantly reduce the obligations to creditors. It believes the sale of the Purchased Assets at this time pursuant to the APA is in the best interest of creditors of its estate and satisfies the sound business purpose test. The sale contemplated by the APA is the best recovery for the Debtor's estate and will result in the greatest distribution to their creditors. The sale proceeds, less any standard closing costs assessed against the Seller, will be placed in an escrow account with the Debtor's counsel, Strobl PLLC, until the time of confirmation of the Debtor's plan of liquidation or further order of the Court. Upon the entry of an order directing the distribution of the sale proceeds, Strobl, acting as escrow agent, will distribute funds pursuant to such order. Due to the need to transition the Office Equipment as quickly as possible and in order to allow the Debtor to complete its winddown and liquidation, the stay as set forth in Fed. R. Bankr. P. 6004 (h) should be waived. A copy of the Exhibit B is available at https://tinyurl.com/3zf9mbe7 from PacerMonitor.com free of charge. About Instaset Plastics Company Instaset Plastics Company, LLC is a plastic fabrication company in Michigan. Instaset sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-47794) on Oct. 5, 2022. In the petition signed by its chief restructuring officer, McGustavus Miller, Jr., the Debtor disclosed $1,373,383 in assets and $3,782,844 in liabilities. Judge Thomas J. Tucker oversees the case. Lynn M. Brimer, Esq., at Strobl Sharp PLLC and DWH, LLC are the Debtor's legal counsel and financial consultant, respectively. INSTASET PLASTICS: WGS Global Buying Office Equipment for $5K ------------------------------------------------------------- Instaset Plastics Co., LLC, asks the U.S. Bankruptcy Court for the Eastern District of Michigan to approve the private sale of its remaining furniture, computers and technology, and fork trucks to WGS Global Services, L.C., for $5,000. Subsequent to filing the Motion, the Debtor finalized negotiations for the sale of its remaining machinery and equipment to Branford Auctions, LLC. During negotiations with the Debtor, Branford expressed the desire to purchase one of the assets listed to sell to WGS, a Caterpillar forklift. Through negotiation reflected in the Motion, WGS agreed to pay the Debtor $1,410 for the Fork Lift. However, Branford has indicated that the Fork Lift is critical to its offer of $100,000 for the Machinery and Equipment. The sale of the Fork Lift to Branford will increase the recovery for the bankruptcy estate and the distribution to creditors. The Debtor and WGS have agreed to modify the purchase price for the Office Equipment from $6,410 to $5,000, reflected in the Amended and Restated Bill of Sale. A revised list of purchased assets for the sale of Office Equipment to WGS contemplated in the Amended Motion, removing the Fork Lift and reflected in the Amended and Restated Bill of Sale. The Amended Motion therefore, contains only two material changes from the Motion: 1) a modification of the purchase price for sale of the Office Equipment from $6,410 to $5,000, and 2) removal of the Fork Lift from the list of assets sold to WGS. The Debtor desires to proceed with a private sale of the Office Equipment and asks that the Court enters an Order, authorizing the sale of the Office Equipment free and clear of Liens, Claims, and Encumbrances, and transferring liens, if any, to proceeds. The Debtor desires to proceed with a private sale of the Office Equipment and requests that the Court enters an Order, authorizing the relief sought. The sale contemplated by the Amended and Restated Bill of Sale is the best recovery for its estate and will result in the greatest distribution to its creditors. The sale proceeds, less any standard closing costs assessed against the Seller, will be placed in an escrow account with the Debtor's counsel, Strobl PLLC, until the time of confirmation of the Debtor's plan of liquidation or further order of the Court. Upon the entry of an order directing the distribution of the sale proceeds, Strobl, acting as escrow agent, will distribute funds pursuant to such order. Due to the need to transition the Office Equipment as quickly as possible and in order to allow the Debtor to complete its winddown and liquidation, the stay as set forth in Fed. R. Bankr. P. 6004 (h) should be waived. About Instaset Plastics Company Instaset Plastics Company, LLC is a plastic fabrication company in Michigan. Instaset sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-47794) on Oct. 5, 2022. In the petition signed by its chief restructuring officer, McGustavus Miller, Jr., the Debtor disclosed $1,373,383 in assets and $3,782,844 in liabilities. Judge Thomas J. Tucker oversees the case. Lynn M. Brimer, Esq., at Strobl Sharp PLLC and DWH, LLC are the Debtor's legal counsel and financial consultant, respectively. IXS HOLDINGS: $600M Bank Debt Trades at 16% Discount ---------------------------------------------------- Participations in a syndicated loan under which IXS Holdings Inc is a borrower were trading in the secondary market around 84 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $600.1 million facility is a Term loan that is scheduled to mature on March 5, 2027. The amount is fully drawn and outstanding. IXS Holding, Inc., headquartered in Huntsville, AL, is a parent company of Innovative Accessories & Services LLC. Through its subsidiaries, IXS provides protective coatings for pick-up truck beds, as well as a wide range of other up-fit services and accessories to automotive manufacturers. J CREW PROPERTY: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: J Crew Property Management, LLC d/b/a U.S. Lawns of Little Rock North d/b/a U.S. Lawns of Hot Springs Arkansas 835 Central Avenue Suite 402L Hot Springs, AR 71901 Business Description: The Debtor provides commercial landscaping services in Hot Springs, AR. The Company's services includes basic turf maintenance which can include mowing, weed control, overseeding and pest control. It also offers specialty services such as irrigation system design, installation, maintenance and repair, landscape improvement and enhancements services, seasonal flower management and ornamental tree and shrub care. Chapter 11 Petition Date: February 3, 2023 Court: United States Bankruptcy Court Western District of Arkansas Case No.: 23-70143 Judge: Hon. Bianca M. Rucker Debtor's Counsel: Marc Honey, Esq. HONEY LAW FIRM, P.A. PO Box 1254 1311 Central Avenue Hot Springs, AR 71902 Tel: (501) 321-1007 Fax: (501) 321-1255 Email: mhoney@honeylawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jason Blankenship as incorporator/managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LVGH7RY/J_Crew_Property_Management_LLC__arwbke-23-70143__0001.0.pdf?mcid=tGE4TAMA JAF 27: Wins Cash Collateral Access Thru Feb 9 ---------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized JAF 27, LLC to use cash collateral on an interim basis in accordance with the budget through February 9, 2023. A further hearing on the matter is set for February 9, 2023, at 12:30 p.m. As previously reported by the Troubled Company Reporter, the secured creditors holding a mortgage on 621 Central Street, with estimated balances, are: a. Belvidere Capital, LLC, which has a first mortgage in the amount of $770,000; b. Carlos Borges, who holds a second mortgage in the amount of $88,000; c. Marc P. Gendreau, in the amount of $50,000; d. Hooshmand S. Afshar and Zarrin S. Afshar, who hold a mortgage in the amount of $50,000; e. Christian Doherty, who holds two mortgages in the total amount of $10,000; f. JMF Realty, LLC, which holds a mortgage in the amount of $52,000; and g. Kevin J. Ahern, Jr. and Brad M. Pacheco, who hold a mortgage in the amount of $37,000. The secured creditors holding a mortgage on 175 Dalton Street, with estimated balances, are: a. Hardest Working Realty, LLC, which holds a first mortgage in the amount of $361,000; b. JMF Realty, LLC, which holds a mortgage in the amount of $52,000. The secured creditors holding a mortgage on 44 Billerica Street, with estimated balances, are: a. the City of Lowell, which holds a tax lien in the amount of $689; b. Belvidere Capital, LLC, which holds a first mortgage with the amount due of $85,000; c. Omar Rafik, who holds a mortgage with the amount due of $20,000. Belvidere Capital, LLC, as the First Mortgagee on 621 Central Street, has alleged default under the terms of its Note and a foreclosure sale was scheduled for 621 Central Street on September 8, 2022. The foreclosure sale was delayed due to the Debtor's bankruptcy filing. However, the Security Agreement with Belvidere contains an assignment of rents or receivables. As adequate protection, all secured creditors were granted continuing liens in the Debtor's real estate to the extent of the validity, perfection, priority, enforceability, and sufficiency of their pre-petition lien or security interest. A copy of the order is available at https://bit.ly/3wTjGeN from PacerMonitor.com. About JAF 27 LLC JAF 27, LLC is a Tewksbury, Mass.-based company engaged in renting and leasing real estate properties. JAF 27 filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 22-40648) on Sept. 7, 2022, with between $1 million and $10 million in both assets and liabilities. Steven Weiss serves as Subchapter V trustee. Judge Elizabeth D. Katz oversees the case. Christopher Murray, Esq., at Murray Law Firm, P.C. is the Debtor's legal counsel. JASON'S HAULING: Court Approves Sale of Vehicles to Ritchie Bros ---------------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida authorized Jason's Hauling, Inc.'s sale of vehicles to Ritchie Bros Auctioneers (America), Inc., free and clear of liens, claims, and encumbrances. The corrected amount of $113,360.60 on VIN ending 6654, and $113,360.60 on VIN ending 6655, or the total indebtedness of $226,721.20 to Auto Funding must be paid from the sale proceeds, or Auto Funding shall retain a right to reject the sale and immediately take back its collateral. To the extent that the sale proceeds are insufficient to pay a secured creditor's lien in full, the Debtor is not authorized to sell the Vehicles encumbered by the secured creditor's lien unless the secured creditor consents to the sale. In the event that the secured creditor consents to a sale that does not pay its lien in full, such secured creditor shall be entitled to receive payment of the proceeds from the sale of its collateral directly at closing from the sale proceeds. The liens of Auto Funding (in the corrected amount of $113,360.60 on VIN ending 6654, and $113,360.60 on VIN ending 6655, or the total indebtedness of $226,721.20), BMO Harris, and 777 Equipment Finance shall be paid directly at closing from the sale proceeds. CEFI/Commercial Equipment Finance shall be paid the sum of $238,000 directly at closing from the sale proceeds in satisfaction of its secured claim. Upon payment of the liens referenced in this Order, the Purchaser shall acquire the Vehicles free and clear of all liens, claims, and encumbrances. The Order becomes effective immediately upon entry. About Jason's Hauling Jason's Hauling, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00843) on Feb. 23, 2021. Jason's Hauling President H. Jason Freyre, Jr. signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The Debtor is represented by Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A. Todd C. Frankel, an independent contractor based in Tampa, Fla., serves as the Debtor's chief financial officer. JEFFERSON LA BREA: Seeks Cash Collateral Access Thru May 31 ----------------------------------------------------------- Jefferson La Brea D&J Properties LLC asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for entry of an order authorizing the use of cash collateral through May 31, 2023. The cash collateral consists of rents collected by the Debtor from leasing a commercial property located at 5112-5118 W. Jefferson Blvd., and 3409-3421 S. La Brea Avenue, in Los Angeles. The entities that have recorded deeds of trust on the Real Property and may assert a security interest in the rents are Mega Bank, JBM Family Trust, and Tony Lewis. The Debtor is informed that the Real Property is worth approximately $12 million. The Debtor contends that existing security interests are adequately protected by a substantial equity cushion. Nonetheless, the Debtor proposes to grant replacement liens in the postpetition rents. As set forth in the budget, the Debtor currently has over $150,000 in cash and $14,8500 of monthly income. Monthly expenditures are under $7,000. A copy of the Debtor's motion and budget is available at https://bit.ly/3wNTsua from PacerMonitor.com. About Jefferson La Brea D&J Properties LLC Jefferson La Brea D&J Properties LLC leases a commercial property located at 5112-5118 W. Jefferson Blvd., and 3409-3421 S. La Brea Avenue, in Los Angeles. Jefferson La Brea D&J Properties LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14481) on August 17, 2022. The Debtor considers itself a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). In the petition filed by Jason E. Upchurch, as manager, the Debtor estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Debtor is informed that its Real Property is worth about $12 million. The Debtor is represented by David B. Shemano, Esq., at ShemanoLaw. JERRY L. TEAL SR: Sale of Nashville Property for $5.2 Mil. Denied ----------------------------------------------------------------- Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the Eastern District of Tennessee denied Jerry L. Teal, Sr.'s proposed sale of real estate consisting of approximately 3.22 acres located at 464, 468, and 470 Craighead Street, in Nashville, Tennessee 37204, to A Partnership "to be named," Attention: Matthew McKinney and Jeff Gaw, for $5.2 million. The Debtor proposed to sell the Property free and clear of the interests of any lien holder, with such lien to attach to the proceeds of the sale. Jerry L. Teal, Sr. sought Chapter 11 protection (Bankr. E.D. Tenn. Case No. 22-12205) on Sept. 30, 2022. The Debtor tapped Steven Lefkovitz, Esq., as counsel. JFM HAMBURG: Wins Cash Collateral Access on Final Basis ------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized JFM Hamburg LLC to use cash collateral on a final basis in accordance with the budget. The Debtor is permitted to use cash collateral for these purposes: a. maintenance and preservation of its assets; b. the continued operation of its business including, but not limited to payroll, payroll taxes, employee expenses, and insurance costs; and c. the purchase of replacement inventory. As adequate protection, the U.S. Small Business Administration is granted a replacement lien in the Debtor's post-petition assets to the extent the use of cash collateral results in a decrease in the value of the secured creditor's collateral. In addition, the SBA is granted a superpriority administrative claim equal to any diminution in the value of the collateral pursuant to section 507(b) of the Bankruptcy Code. The replacement lien and security interest granted is automatically deemed perfected upon entry of the Order without the necessity of the SBA taking possession, filing financing statements, mortgages or other documents. A copy of the order is available at https://bit.ly/3jmloCw from PacerMonitor.com. About JFM Hamburg LLC JFM Hamburg LLC operates a Popeye's Chicken franchise in Wayne, New Jersey, since 2008 pursuant to a written Franchise Agreement with Popeye's Louisiana Kitchen. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-10057) on January 4, 2023. In the petition signed by Ranjana Jethwa, manager, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge John K. Sherwood oversees the case. John P. Di Iorio, Esq., at Shapiro, Croland, Reiser, Apfel & Di Iorio, LLP, is the Debtor's legal counsel. JGR GROUP: Wins Cash Collateral Access Thru May 7 ------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized JGR Group, Inc. to continue using cash collateral on an interim basis for the period spanning January 31 through May 7, 2023. The Court said the Debtor may only make payments as set forth in the Fourth Amended Budget and is not authorized to make any additional payments without prior Court approval, including any payments to RGS Consulting Group, G. Sadykov, or R. Sadykov. The Interim Order as modified will otherwise remain in full force and effect. On November 29, 2022, the Court entered an Eighth Amended Emergency Interim Order (I) Authorizing Debtor's Use of Cash Collateral, (II) Providing Adequate Protection Thereof And (III) Scheduling A Final Hearing adjourning the Final Hearing for January 5 at 10 a.m. and authorizing the Debtor to continue to use cash collateral on an interim basis in accordance with the Emergency Interim Order as modified therein through January 6. On January 30, 2023, the Debtor and Hartline agreed to an adjournment of the Final Hearing to February 23, 2023 at 10 a.m. A copy of the order is available at https://bit.ly/3l8xaAY from PacerMonitor.com. About JGR Group, Inc. JGR Group, Inc. is a general contractor focused on residential renovation. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10710) on June 3, 2022. In the petition signed by Gennadiy Sadykov, its president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lisa G. Beckerman oversees the case. Leo Jacobs, Esq., at Jacobs PC is the Debtor's counsel. JOHN V. GALLY: $114K Sale of 2 Winslow Properties to JTE Approved ----------------------------------------------------------------- The John V. Gally Family Protective Trust, Inc., received approval from Judge Daniel P. Collins of the U.S. Bankruptcy Court for the District of Arizona to sell the following two real properties to JTE Investments, LLC: a. located at 406 W Mahoney St., Winslow, AZ 86047, Navajo County Assessor Parcel No. 103-14-122, for $62,000; and b. located at 310 E. 3rd St, Winslow, AZ 86047, Navajo County Assessor Parcel No. 103-17-105, for $52,000. The Debtor is authorized and directed to take all actions and execute all documents reasonably necessary to consummate the sales. A commission not to exceed 5% of the sale price of each of the Properties may be paid to UR Home Realty, LLC pursuant to the Order approving its employment. No other real estate brokerage commissions may be paid in connection with the sales of the Mahoney or Third Street properties. Absent further Court order, any funds received by the Debtor from the sales of the Mahoney and Third Street properties (excluding ordinary and reasonable closing costs paid out of escrow) will be used solely to fund payments required to be made by the Debtor to Green Cross Medical Inc. pursuant to its settlement agreement with Debtor. About The John V. Gally Family Protective Trust Inc. The John V. Gally Family Protective Trust Inc., a domestic business trust in Ariz., filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-05770) on Aug. 30, 2022. In the petition signed by Caryn K. Mangisi, trustee, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. James E. Cross of the Cross Law Firm, PLC is the Subchapter V trustee. Judge Daniel P. Collins oversees the case. The Debtor tapped Bradley David Pack, Esq., at Engelman Berger PC as bankruptcy counsel; Hunter, Humphrey & Yavitz, PLC as litigation and appellate counsel; and Stephens & Company, PLLC as accountant. KB HOME: Egan-Jones Hikes Senior Unsecured Ratings to BB -------------------------------------------------------- Egan-Jones Ratings Company on January 19, 2023, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by KB Home to BB from BB-. KB Home is a homebuilding company based in the United States, founded in 1957 as Kaufman & Broad in Detroit, Michigan. It was the first company to be traded on the NYSE as a home builder. Its headquarters are in Los Angeles, California. The company has built 600,000 homes since its founding. KDR SUPPLY: March 21 Disclosure Statement Hearing Set ----------------------------------------------------- Judge Joshua P. Searcy of the U.S. Bankruptcy Court for the Eastern District of Texas has entered an order within which March 21, 2023, at 9:30 a.m. is the hearing to consider approval of the Disclosure Statement of KDR Supply, Inc., and Rocky Day Fisher. Judge Searcy further ordered that March 6, 2023, is fixed as the last day for filing and serving written objections to the Disclosure Statement. A copy of the order dated January 30, 2023 is available at https://bit.ly/40txsm0 from PacerMonitor.com at no charge. Attorneys for the Debtors: Julie M. Koenig, Esq. Cooper & Scully, PC 815 Walker St., Suite 1040 Houston, TX 77002 Telephone: (713) 236-6800 Facsimile: (713) 236-6880 Email: julie.koenig@cooperscully.com About KDR Supply Inc. KDR Supply, Inc. was founded in 1981 to support the local oilfield service industry. KDR Supply offers, subsurface pumps, industrial supplies, oilfield supplies, pumps, and tools. KDR Supply sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-10115) on April 6, 2022. In the petition signed by president Rocky Fisher, the Debtor disclosed $2,668,765 in total assets and $6,793,314 in total liabilities. Judge Joshua P. Searcy oversees the case. Julie M. Koenig, Esq., at Cooper and Scully, PC, is the Debtor's counsel. KEYWAY APARTMENT: Gets OK to Hire Larry Strauss as Accountant ------------------------------------------------------------- Patricia Jefferson, the Chapter 11 trustee for Keyway Apartment Rentals, LLC, received approval from the U.S. Bankruptcy Court for the District of Maryland to employ Larry Strauss, Esq., CPA & Associates Inc. as her accountant and tax advisor. The firm's services include the preparation of estate tax returns and other tax-related filings, and the review of priority tax claims. The firm will be paid at these rates: Partners $500 per hour Managers $390 per hour Supervisors $345 per hour Seniors $280 per hour Staff $165 per hour As disclosed in court filings, Larry Strauss is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Larry I. Strauss, C.P.A. Larry Strauss ESQ, CPA & Associates, Inc. 2310 Smith Avenue Baltimore, Maryland 21209 Tel: (310) 484-2142 Fax: (443) 352-3282 Email: Larry@LarryStraussESQCPA.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, tapped Miles & Stockbridge P.C. as legal counsel and Larry Strauss, Esq., CPA & Associates Inc. as accountant and tax advisor. KONA MEZZ: Niumalu Marketplace Up for Sale on March 3 ----------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code of the States of Delaware and Illinois, Pearlmark Mezzanine Realty Partners IV LP, Pearlmark Mezzanine Realty Partners REIT IV, and PMRP Co-Investment IV LLC will sell at public auction sale all limited liability company interests held by Kona Mezz LLC ("pledgor") in Kona Owner LLC ("pledged entity"). The equity interests secured pledgor's indebtedness owed to secured party in the principal amount of $16,200,000 plus unpaid interest, attorneys' fees and other charges including the costs to sell the equity interest ("debt"). The public auction sale will be held on March 3, 2023, at 2:00 p.m. (CST) by: a) in-person bidding at the office Pearlmark Real Estate LLC, 200 West Madison Street, Suite 2800, Chicago, IL 60606; and b) virtual bidding via Zoom via these Zoom Meeting link: https:.//bit.ly/KonaUCC, meeting ID: 875 3438 1036, passcode: 943207 (or by telephone at +1-646-558-8656 (US) using same meeting ID and pass code). The public sale will be conducted by auctioneer Thomas Tumbleson, of Tumbleson Auction Company. Secured party's understanding, without making any representation or warranty as to accuracy or completeness, is that the principal assets of the pledged entity are located in Kailua-Kona, Hawaii commonly known as "Niumalu Marketplace", an approximate 205,000 square foot grocery-anchored neighborhood center. Parties interested in bidding on the equity interests must contact secured party's broker, Eastdil Secured ("broker") via email at NiumaluMarketplace@eastdilsecured.com. KTS SOLUTIONS: Wins Cash Collateral Access Thru March 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia authorized KTS Solutions, Inc. to use cash collateral on an interim basis in accordance with the budget through March 31, 2023. The Debtor is permitted to use cash collateral for ordinary course purposes in accordance with the terms and conditions of the Interim Order and the Debtor's budget, provided, however, that (a) Action Capital Corporation is granted adequate protection and (b) except on the terms of the Fourth Interim Order, the Debtor will be enjoined and prohibited at any time from using the Alleged Prepetition Collateral, including the cash collateral. As previously reported by the Troubled Company Reporter, Action Capital asserts a first priority lien secured claim against the Debtor pursuant to a Factoring and Security Agreement dated July 11, 2011, as amended. Net of reserves, Action Capital asserts an unpaid balance as of the Petition Date in the amount of not less than $813,300. Action Capital asserts a security interest in and lien upon, among other things, a first priority lien on substantially all of the Debtor's assets. The Debtor is directed to continue making payments to Action Capital or cause payments to be made to Action Capital, under the Factoring and Security Agreement in the same manner payments were made prior to the Petition Date. To the extent the cash collateral is used by the Debtor and the use results in a diminution of the value of the cash collateral, Action Capital is entitled to a replacement lien in and to the Alleged Prepetition Collateral to the same extent and with the same priority as Action Capital's interest in the Alleged Prepetition Collateral. The liens and security interests granted will become and are duly perfected without the necessity for the execution, filing or recording of financing statements, security agreements and other documents which might otherwise be required pursuant to applicable non-bankruptcy law for the creation or perfection of such liens and security interests. A final hearing on the matter is set for March 28 at 11 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3jxcbY4 from PacerMonitor.com. The Debtor projects $652,612 in total income and $655,619 in total expenses for February 2023. About KTS Solutions, Inc. KTS Solutions, Inc. is a Virginia corporation that provides transportation services for disabled veterans, to and from medical appointments, under a series of contracts with the United States Department of Veterans Affairs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 22-11694) on December 9, 2022. In the petition signed by Kelvin Smith, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brian F. Kenney oversees the case. Justin P. Fasano, Esq., at McNamee Hosea, P.A., is the Debtor's legal counsel. LIONS GATE: Fitch Affirms LongTerm IDR at 'B', Outlook Negative --------------------------------------------------------------- Fitch Ratings has affirmed Lions Gate Entertainment Corp., Lions Gate Entertainment Inc. and Lions Gate Capital Holdings LLC (collectively, Lions Gate) Long-Term Issuer Default Ratings (IDRs) at 'B'. Fitch has revised the Rating Outlook to Negative from Stable. The Outlook revision reflects Fitch-calculated leverage significantly exceeding Fitch's negative rating threshold due primarily to timing mismatches created by operating trends remaining from the pandemic and increased production costs driven by continued heightened content investment by linear and digital distribution platforms. It incorporates Fitch's uncertainty about the performance of theatrical releases in the next two years as theatre attendance is not expected to return to pre-pandemic levels. KEY RATING DRIVERS Content Production Costs: Lions Gate funds content production with cash from operations, production loans, and other film related financing facilities. The production loans are held by SPVs (and secured by all rights to a specific picture, including copyrights, rights to produce and distribution rights) and are non-recourse to the company. Such loans are repaid with cash receipts from the sale and licensing of films and television shows; hence, balances fluctuate based on film and television release schedules. As of Sept. 30, 2022, the company had $1.4 billion in production loans and $0.8 billion in other working capital financing facilities (a combined 342% increase from Sept. 30, 2021). The elevated balance is due to upfront funding for content that was produced - but not released - during the pandemic and the heightened content investment by linear and digital distribution platforms. These trends resulted in elevated inventory and minimal cash receipts with which to paydown associated production loans. Management stated that previously delayed film content is scheduled to be released in late FY2023 and FY2024, and resultant cash inflows will be used to pay down debt. Releases include tentpoles like John Wick 4 and The Ballad of Songbirds and Snakes, a Hunger Games prequel, which have relatively built-in audiences and are expected to perform well. Elevated Leverage: Fitch calculates leverage at Lions Gate for the LTM period ended Sept. 30, 2022 at 26.4x, inclusive of production loans and non-recourse working capital facilities (monetizing fully-earned payments due from tax incentive credits and account receivables). Leverage excluding these facilities and production loans was 12.2x. Leverage is heightened mainly due to timing differences between upfront funding of production costs, receipts from the release/sale of content, and receipt of tax credit incentive payments due from government authorities. Fitch believes management is committed to strengthening the balance sheet through FCF deployment and expects the company to move significantly towards Fitch's negative sensitivities over the next two years. Content Spend and Amortization: Content spending has a direct impact on the company's ability to generate FCF. The company's FCF was negative in FY2021 and FY2022 due to higher cash content spend and delayed theatrical releases. Management has indicated this was unusual and that cash content spend should normalize going forward. Fitch has estimated a return to historical trends over the rating horizon resulting in positive FCF starting in FY2024. Competitive Positioning: Lions Gate's ratings reflect its scale and positioning as a content production company, supported by its library of over 17,000 film titles and television episodes. It also incorporates the strength of the Starz-branded premium subscription video services, which had roughly 38 million subscribers as of Sept. 30, 2022. Lions Gate generated revenues of $3.6 billion and adjusted EBITDA of $184 million, for LTM Sept. 30, 2022. Margins were compressed by higher content and amortization expense, and restructuring costs in its Media Networks Segment. The company exited six international markets in order to focus on markets where it has a strong and scalable presence (UK, Canada and Latin America). Strength in Content Production: Lions Gate has created valuable IP including 'Saw', 'The Hunger Games', 'Twilight', 'Now You See Me' and 'John Wick' film franchises, as well as other strong performing individual titles such as 'La La Land', 'Wonder' and 'Knives Out'. Lions Gate also co-produced a number of top television series including 'Orange is the New Black' (2013-2019 on Netflix), Mad Men (2007-2015 on AMC), Weeds (2005-2012 on Showtime), and Ghosts (2021 - 2023 on CBS). The studio business is poised to deliver stronger revenue and margins due to library strength, a return to a more normalized film release schedule and growth in new and returning television shows. Margins will also benefit from licensing of key library titles in 2Q23 (Schitt's Creek to Hulu and Shotgun Wedding to Amazon). The company increased television content spend dramatically during FY2023 to provide content for internal and external linear and digital services. The increased production costs are expected to compress margins over the near term. Media Networks Stability: Content created for Lions Gate's streaming offerings is expected to continue driving subscriber increases over the rating horizon thereby offsetting the expected continued decline in the company's linear offering. The media networks segment generated $1.5 billion in revenues and $137 million in profit for LTM Sept. 2022, representing a 9% segment profit margin. The increase in original content and marketing expenditures weighed heavily on the segment's profit margin, but Fitch expects these costs to result in subscriber gains. Fitch expects the domestic networks segment to return to segment profits in the low 20% range over the rating horizon. Valuable Library Assets: Lions Gate's credit profile benefits from ownership of a large content library. Fitch believes content owners and creators are among the best-positioned subsectors in the new entertainment ecosystem due to streaming services' high demand for content. A sale or partial monetization of the library represents a possible source of funding in the event of financial distress at the firm. There is precedent for selling library assets to raise liquidity, such as when MGM sold its library up to May 9, 1986 as part of a deal to resolve a heavy debt burden. Increasing Competition and Secular Challenges: The media landscape has been impacted by increasing viewership fragmentation owing to shifting consumer preferences for on-demand and OTT viewing and the expanding number of offerings from new media players. While demand for content is increasing, these changes are increasing the risk profile of premium content production as production costs rise for all players across the media ecosystem. DERIVATION SUMMARY The 'B' ratings and Negative Outlook reflect Lions Gate's, film library, scale, and leadership in film and television content production , the Starz-branded premium subscription video services and the relative stability of the company's media networks business. The Negative Outlook weighs Lions Gate's elevated EBITDA Leverage of 26.4x as of Sept. 30, 2022. It also incorporates Fitch's uncertainty about the performance of theatrical releases in FY2023 and FY2024. We do not expect theatre attendance to return to pre-pandemic levels even with tentpole releases drawing a built-in audience. These views are balanced with our opinion that strengthening the balance sheet is a capital allocation priority over the near term and that management will allocate excess FCF to debt reduction and explore other capital raising options to more meaningfully reduce leverage to a level that is more consistent with the rating category. Fitch includes the $2.2 billion of outstanding production loans and non-recourse working capital facilities generally held by SPVs (and secured by all rights to a specific picture, including copyrights, rights to produce and distribution rights) in its estimation of debt which is consistent with Fitch's corporate rating criteria and our belief that these production loans are important financing channel for Lions Gate and as such, the company is unlikely to let any specific SPV default on a production loan obligation which could increase borrowing and collateral requirements for future film financing. Per Fitch's criteria on accounts receivables sales, Fitch has adjusted debt to include the $435 million of outstanding accounts receivables and $235 million of production tax credit facility that the company has monetized as of Sept. 30, 2022. While the receivables sale transactions are non-recourse to Lions Gate, the programs relate to its recurring business. Lions Gate has utilized these working capital programs as an alternative source of funding (more efficient from a cost of capital perspective by taking advantage of the high creditworthiness of the counterparties - investment grade customers and governments) than relying on other debt instruments (i.e. revolver) to support operations. As such, Fitch adjusts Lions Gate's metrics to improve comparability of credit metrics with other issuers while recognizing that the majority of receivables monetized have multi-year tenors and would not come back onto Lionsgate's balance sheet should this financing no longer be available in the future. The ratings also incorporate the inherent 'hit driven' volatility of the film and television content business, the company's smaller relative scale which require it to rely more heavily on co-financing and co-production arrangements to offset the high upfront content costs, and the overall rising costs of premium content production owing to increasing competition from other media companies (e.g. Netflix, Apple, Amazon). Recovery Assumptions: Fitch's recovery analysis for Lions Gate incorporates an independent third-party valuation of Lions Gates' library film and television library. Fitch believes that in the event of a bankruptcy Lions Gate could monetize its library in order to generate funds to pay lenders. Fitch believes the growth of streaming services has created an excess demand for content, and Lions Gate, which specializes in content production, is well positioned to benefit from the current market. The third-party valuation of Lions Gate's library was competed using March 31, 2021 year-end data on unsold library rights and was undertaken by a reputable consulting firm with expertise in this area. For the purpose of the analysis, the consulting firm relied on unsold rights forecasts provide by management on a title-by-title, by-media, and by-territory basis. Fitch applied the estimated Library Valuation to the recovery as follows: The midpoint valuation from the valuation report was applied to the recovery value. Fitch stripped out the EBITDA associated with the company's library from Fitch's estimate of going concern EBITDA as it would no longer be able to generate earnings from this division if it was sold. A multiple of 8.0x was then applied to going-concern to form the estimated enterprise value of the remaining business. The estimated enterprise value of the remaining business plus sale proceeds from the library formed the basis of Fitch's recovery estimate. A 10% administrative fee was assumed. In arriving at the 8x multiple Fitch considered recent peer multiples in the marketplace. MGM, one of Lions Gates closest competitors, was acquired by Amazon for a multiple of approximately 49x EBITDA. Also, RHI Entertainment, a television content business, emerged from bankruptcy at a 7.4x multiple of post-emergence EBITDA in 2011. Given the elevated valuations in the content production space, Fitch believes that an 8.0x emergence multiple is reasonable. Applying the Fitch estimated enterprise value of the business to the securities and using standard notching criteria, Fitch arrives at an IDR of 'BB'/'RR1' on the first lien debt and a rating of 'B-'/'RR5' on the unsecured debt. KEY ASSUMPTIONS - Low single digit revenue growth driven by strong showing in the television segment and late FY2022 film releases; - Normalization of cash content expenditure to content amortization; - Gradual improvement to EBITDA margins to low teens over the rating horizon; - Paydown of production loans over the rating horizon; - No M&A or divestitures forecasted over rating horizon. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - A material asset sale with the asset sale proceeds applied to debt repayments; - EBITDA Leverage below 5.5x; - Sustained operating margins in the mid-teens. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Sustained underperformance of Lions Gate's film and production segments and/or notable churn in Starz's subscriber base; - EBITDA Leverage not moving towards 7.0x over the next 18 - 24 months; - Sustained negative FCF. LIQUIDITY AND DEBT STRUCTURE As of Sept. 30, 2022, debt at the company includes: - Term Loan A: $439.3 million maturing April 6, 2026; - Term Loan B: $837.9 million maturing March 24, 2025; - 5.5% senior notes: $981.4 million maturing April 15, 2029; - Production loans and working capital facilities ($2.2 billion): Fitch includes $2.2 billion of outstanding production loans and non-recourse working capital facilities in its estimation of debt. Fitch notes the non-recourse working capital facilities enhance Lionsgate's access to alternative sources of liquidity, reduce the company's cost of capital and add to the company's financial flexibility. An undrawn revolver of $1.25 billion maturing April 6, 2026. Strong Liquidity: As of September 2022, liquidity consists of $557.1 million in cash and $1.25 billion in revolver availability. Fitch expects the company to return to being FCF positive by FY2024 as cash content spend normalizes. ISSUER PROFILE Lions Gate is a vertically integrated filmed entertainment and television content production company with a library of 17,000 titles and linear and digital distribution platforms (Starz Networks and LIONSGATE+). Sources of Information Fitch made use of an independent third-party library valuation, dated Oct. 27, 2021, in arriving at Fitch's recovery enterprise value. 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 ----------- ------ -------- ----- Lions Gate Capital Holdings LLC LT IDR B Affirmed B senior unsecured LT B- Affirmed RR5 B- senior secured LT BB Affirmed RR1 BB Lions Gate Entertainment Inc. LT IDR B Affirmed B Lions Gate Entertainment Corp LT IDR B Affirmed B LOGOS INC: Bid to Use Cash Collateral Denied as Moot ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, denied as moot the motion for authority to use cash collateral filed by Logos, Inc. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to fund its ongoing operations, including payroll. The Debtor needs to use cash collateral in the ordinary course of business to pay reasonable and ordinary operating expense in accordance with the budget, with a 20% variance. A copy of the order is available at https://bit.ly/40pAbN8 from PacerMonitor.com. About Logos Inc. Logos, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12491) on May 9, 2022, listing up to $50,000 in assets and up to $1 million in liabilities. Judge David E. Rice oversees the case. Robert B. Scarlett, Esq., at Scarlett & Croll, PA serves as the Debtor's legal counsel. M'PROVED METAL: Phillips' Objection to Sale of 2 Vehicles Withdrawn ------------------------------------------------------------------- Judge Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi entered a Consent Order withdrawing Ronald K. Phillips' objection to M'Proved Metal Crafters, LLC's proposed sale of the following two vehicles free and clear of all liens, claims, and interests: a. a 2006 Chevrolet Silverado 2500 pickup for a minimum purchase price of $4,500; and b. a 2015 20' Scotsman Utility trailer for a minimum purchase price of $800. The hearing set for Feb. 9, 2023, was removed from the hearing docket. About M'Proved Metal Crafters M'Proved Metal Crafters, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 22-51295) on Nov. 9, 2022, with up to $100,000 in assets and up to $500,000 in liabilities. Robert A. Byrd has been appointed as Subchapter V trustee. Judge Katharine M. Samson oversees the case. The Debtor tapped Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC as counsel and Kenneth Lefoldt, CPA, at Matthews, Cutrer & Lindsay, CPAs as accountant. MARCUSE COMPANIES: Taps Rochelle McCullough as New Counsel ---------------------------------------------------------- The Marcuse Companies, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Rochelle McCullough, LLP to substitute for the Law Offices of Joseph F. Postnikoff, PLLC. Postnikoff ceased operations since Dec. 31 last year and its member, Joseph Postnikoff, Esq., joined the firm of Rochelle McCullough. Rochelle McCullough's services include: a. advising the Debtor of its rights, powers and duties in the operation and management of its business; b. advising the Debtor concerning, and assisting in the negotiation and documentation of, agreements, debt restructuring, and related transactions; c. monitoring transactions proposed by parties-in-interest and advising the Debtor regarding such transactions; d. reviewing the nature and validity of liens asserted against property of the Debtor and advising the Debtor concerning the enforceability of such liens; e. advising the Debtor concerning the actions that might be taken to collect and to recover property for the benefit of the Debtor's estate; f. reviewing and monitoring the Debtor's ongoing business; g. preparing legal documents and reviewing financial reports; h. advising the Debtor concerning, and preparing responses to, legal papers that may be filed and served in its Chapter 11 case; i. advising the Debtor in connection with any suggested or proposed plan of reorganization; j. counseling the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization; and k. other legal services. Rochelle McCullough firm will be paid at these rates: Partners $475 per hour Associates $400 per hour Paraprofessionals $120 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Mr. Postnikoff, Esq., a partner at Rochelle Mccullough, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph F. Postnikoff, Esq. Rochelle Mccullough, LLP 325 N. Saint Paul Street, Suite 4500 Dallas, TX 75201 Tel: (817) 291-9822 Email: jpostnkoff@romclaw.com About The Marcuse Companies, Inc. d/b/a Marcuse & Son, Inc. The Marcuse Companies, Inc. is a distributor of air compressors and air compressor parts in North Texas. It also sells industrial sized blast and paint rooms and booths. The Marcuse Companies filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-43146) on Sept. 23, 2022, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Sydney A. English, president of The Marcuse Companies, signed the petition. Judge Edward L. Morris presides over the case. Rochelle Mccullough, LLP represents the Debtor as legal counsel. MARTIN MIDSTREAM: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR) of 'B-' to Martin Midstream Partners, L.P. (Martin). Fitch has also assigned Martin's proposed second lien notes a rating of 'B'/'RR3'. The notes are co-issued by Martin Midstream Finance Corp. The Rating Outlook is Stable. The ratings are primarily based on Fitch's expectation that approximately 70%-75% of the run-rate EBITDA will be derived from fixed-fee contracts, many of which are with third party customers with whom Martin has maintained a longstanding relationship. Concerns include exposure of the majority of EBITDA to volumetric risks; about 25%-30% of the EBITDA is related to commodity price relationships, which have historically been volatile; and tight covenants in the revolving credit facility could limit liquidity. Fitch has reviewed preliminary terms for the proposed transactions, and the assigned ratings assume no material variations in the final terms. KEY RATING DRIVERS Limited Size and Scope: Martin's size is generally consistent with IDRs in the 'B' range in Fitch's midstream coverage. Small midstream companies generally do not have as many "tools" for managing through down-cycles as larger companies. Somewhat offsetting its small size are location and segment diversity. The majority of Martin's operations are located along the coast of Texas and Louisiana. This region contains the world's leading array of petrochemical facilities. Many of the services Martin provides have a connection to these facilities. The company also has three large segments (out of four in total) that provide some business diversity. Cashflow Stability: Martin's 70-75% of the EBITDA comes largely from short-term fixed-fee contracts. Approximately 10%-12% of the overall EBITDA comes from minimum volume commitment (MVC) contracts. Short-term contracts with limited MVCs exposes the company to re-contracting and volumetric risks. These risks are somewhat reduced by Martin's nearly 20-year long relationship with high-quality top customers that are expected to drive roughly over 60% of the EBITDA. Martin's fee-based businesses provide protection against commodity price exposure. About 25%-30% of the EBITDA is exposed to commodity price relationships and has been subject to thin profitability in some quarters. Volumetric and commodity price exposures lead to considerable cash flow volatility. Financial Flexibility: Fitch's forecast for the company incorporates the Fitch price deck and other viewpoints that form the basis of a reasonable forecast. Fitch forecasts that most, but not all, of the commitment under the revolving credit facility will be usually be available. The revolver is largely the company's only source of liquidity. Martin's liquidity needs are somewhat reduced by its exit from the butane business, the long-dated maturity of the revolver, and the proposed second lien notes due 2027 and 2028 respectively. Fitch expects the company to have sufficient liquidity in the medium term, which will be important to execute on the base business and prudently grow. Parent Subsidiary Relationship: In applying Fitch's criteria entitled "Parent and Subsidiary Linkage Rating Criteria", Fitch identifies that Martin's general partner is, under the criteria, the company's parent. Fitch evaluates the group's consolidated profile to be approximately similar to the issuer's Standalone Credit Profile (SCP). Accordingly, the company's IDR is arrived at without reference to Linkage Factors. DERIVATION SUMMARY Martin is somewhat unique relative to Fitch's midstream coverage given its diversification along the midstream value chain. Medallion Gathering and Processing, LLC (Medallion; B+/Stable) is a small midstream company like Martin but does not have the same diversification. While both companies have some customers which provide MVCs, the amount of contribution to the overall EBITDA is small. Therefore, both Martin and Medallion have high volumetric risks. Martin's comparatively shorter-term nature of contracts is somewhat offset by its long-term relationship with top customers, but it still has higher re-contracting risks than Medallion. Unlike Medallion, a sizeable portion of Martin's EBITDA is exposed to margins on commodity prices leading to higher cash flow volatility. In addition, compared to Medallion, Fitch estimates Martin to have tighter financial flexibility. Rockpoint Gas Storage Partners, LP (ROCGAS; B-/Stable) is a regionally concentrated natural gas storage provider in Alberta, which buys natural gas in summer and sells it in winter, similar to Martin's propane business. Both Martin and ROCGAS are regionally concentrated small-scale midstream providers. Martin's business diversification with a reasonable portion of EBITDA under fixed-fee contracts leads to comparatively lower cash flow volatility. In contrast, ROCGAS hedges its open position on natural gas and exhibits better financial flexibility. Therefore, they have similar credit profiles. KEY ASSUMPTIONS - Oil and gas activity levels in the U.S. Gulf coast consistent with Fitch's base case West Texas Intermediate (WTI) oil price assumption of USD81/bbl in 2023, falling to USD50/bbl by 2025; - Successful extension of the first lien secured revolver and refinancing of the 1.5 lien and second lien secured notes; - A successful exit from the Butane Optimization business in 2023; - Base interest rate for the credit facility reflects the Fitch Global Economic Outlook, e.g., 5% for 2023 and 3.5% for 2024; - Dividends over the forecast period remain consistent with the current levels; - Growth and maintenance capital consistent with management guidance; - The recovery analysis assumes that Martin Midstream Partners, LP. would be reorganized as a going concern in bankruptcy. Fitch has assumed a 10% administrative claim (standard). The going-concern EBITDA estimate of $85 million reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch base the valuation of the company. As per criteria, the going concern EBITDA reflects some residual portion of the distress that caused the default; - Fitch used a 6x EBITDA multiple to arrive at Martin's going-concern enterprise value. The multiple is in line with recent reorganization multiples in the energy sector. There have been a limited number of bankruptcies and reorganizations within the midstream space but in the limited sample such as bankruptcies of Azure Midstream and Southcross Holdco, the reorganization multiples were between 5x and 7x by Fitch's best estimates. In Fitch's recent bankruptcy case study report "Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries," published in September 2021, the median enterprise valuation exit multiplies for 51 energy cases for which this was available was 5.3x, with a wide range of multiples observed. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA Interest Coverage above and expected to sustain above 3.0x; - EBITDA Leverage below and expected to sustain below 3.5x; - Material change to cash flow stability profile or a greater proportion of EBITDA derived from long-term MVC type contracts. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA Interest Coverage sustained below 2.0x; - EBITDA Leverage sustained above 5.0x; - Weakening of the liquidity profile. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: The company is expected to have approx. $0.5 million cash and roughly $110 million available under the $200 million revolver (net of letters of credit) pro forma for the proposed transactions. The revolver commitment will step down to $175 million on June 30, 2023 and further to $150 million on June 30, 2024. The extended revolver will mature in 2027 and will have a $50 million accordion. Martin's proposed new $400 million second lien notes will mature in 2028. Covenants on the new credit facility permit a maximum total leverage of 4.75x at the end of each quarter until Dec. 31, 2024, and 4.5x thereafter; a maximum first lien leverage of 1.5x; and a minimum interest coverage of 2.0x. Fitch expects Martin to remain compliant with the covenants in the medium term. ISSUER PROFILE Martin is a publicly traded (NASDAQ: MMLP) limited partnership that owns and operates midstream assets primarily in the Gulf coast region of USA. ESG CONSIDERATIONS Martin has an ESG Relevance Score of '4' for Governance Issues for its Group Structure. Martin operates under a complex group structure with exposure to financial issues arising elsewhere in the group. This has a negative impact on its credit profile and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Martin Midstream Partners L.P. LT IDR B- New Rating WD Senior Secured 2nd Lien LT B New Rating RR3 Martin Midstream Finance Corporation LT IDR B- New Rating Senior Secured 2nd Lien LT B New Rating RR3 MATCON CONSTRUCTION: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Matcon Construction Services, Inc. to use cash collateral on an interim basis in accordance with the budget, through February 17, 2023, the date of the final hearing. The Debtor requires the use of cash collateral to pay operating expenses. As previously reported by the Troubled Company Reporter, 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 of the Debtor's assets. 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, which 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 As additional adequate protection with respect to the MCAs' and other Lenders' interests in the Cash Collateral, the MCAs and other 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, subject to carve outs and subordination to the administrative claims set forth in the budget and US Trustee fees. Turnover of accounts receivable is subject to any purported liens by MCAs and other Lenders to the same priority, extent and validity as they existed prepetition, except to the extent of permitted uses and carve outs for administrative claims set forth in the budget and US Trustee fees, provided, for the avoidance of doubt, as to account debtors or Contract Parties that pay any obligations to the Debtor, those account debtors or Contract Parties shall not be subject to payment to any of the MCAs or other Lenders for such obligations claimed owing by any of the MCAs or other Lenders or anyone else claiming to be an assignee under UCC 9-406, Florida Statute § 679.4061, or other applicable law. 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 is available at https://bit.ly/3DyWVRd 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. Judge Roberta A. Colton oversees the case. Scott Underwood, Esq., at Underwood Murray, P.A., represents the Debtor as counsel. MEND CORRECTIONAL: Patient Care Ombudsman Submits Initial Report ---------------------------------------------------------------- Susan Goodman, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the District of Minnesota an initial report concerning the 26 correctional facilities served by MEnD Correctional Care, PLLC. The PCO's main objective in filing an immediate interim report is to ensure that the court is aware of the challenges associated with timely payroll payments and, possibly, continued insurance coverage in February. Since December last year, MEnD has struggled to make payroll payments on time, according to the report which covers the period Dec. 29, 2022 to Jan. 17, 2023. Since the PCO's appointment, one abrupt nurse departure was reported as related to the late payroll payments while a regional nurse covering Iowa and Illinois customers was reported submitting her resignation effective Jan. 31, 2023. Meanwhile, the PCO was forwarded an email from MEnD's Director of Nursing whereby a customer was notified in writing that MEnD may not have continued liability insurance coverage for February. Should this coverage lapse, MEnD reported having to cease operations immediately. Those jails without firm transition plans and those with February service-transition dates will be impacted. As estimated previously, the PCO believes five to 10 jails will be impacted. Jail teams that will be affected by an early cessation of services reported various mitigation strategy planning, including direct employment of clinical staff, working with other jail partners for emergency support, and exploring public health or local hospital support. The biggest concern was physician oversight for nursing services and availability of liability insurance coverage, according to the PCO report. The PCO said she will continue to monitor those locations still finalizing transition plans, updating the court with supplemental reports if needed. A copy of the initial report is available for free at https://bit.ly/3XRH48n from PacerMonitor.com. The ombudsman may be reached at: Susan N. Goodman, RN, JD Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Tel: (520) 744-7061 Fax: (520) 575-4075 Email: sgoodman@pivothealthaz.com About MEnD Correctional Care MEnD Correctional Care, PLLC is a health care services and management company in Sartell, Minn. MEnD Correctional Care filed its voluntary petition for Chapter 11 protection (Bankr. D. Minn. Case No. 22-60407) on Nov. 30, 2022, with up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Michael E. Ridgway oversees the case. Steven B. Nosek, P.A. serves as the Debtor's legal counsel. Susan N. Goodman, Esq., at Pivot Health Law, LLC is the patient care ombudsman appointed in the Debtor's case. MENSONIDES DAIRY: Plan Agent's Livestock Auction via Toppenish OK'd ------------------------------------------------------------------- Judge Whitman L. Holt of the U.S. Bankruptcy Court for the Eastern District of Washington authorized Matthew McKinlay, the Plan Agent of the Mensonides Dairy, LLC and Art & Theresa Mensonides' First Amended Joint Chapter 11 Plan of Reorganization, to sell the Dairy's remaining (a) heifers by auction and on a rolling basis, and (b) milk cows as they go dry by auction on a weekly basis. McKinlay is authorized to retain Toppenish Livestock to sell the Livestock. He is authorized to sell the Livestock per above at various auctions held by Toppenish and pursuant to the terms set forth in the Auction Agreement beginning on Jan. 19, 2023. Toppenish will disburse the net sale proceeds from the auction sales as follows: (a) $50,000 will be set aside in a mutually agreeable segregated account (together with the $600,000 previously set aside by the Plan Agent) and held pending (i) further order of the court or other relief that may be granted in an appropriate forum that addresses the claims of Pioneer and any disbursements from such account, or (ii) a written stipulation signed by the Plan Agent, Pioneer, and AgWest fka Northwest Farm Credit Services that provides for the disposition of the segregated funds and that is filed on the docket; and b) The full balance of the remaining net sale proceeds shall be remitted to AgWest per the remittance instructions currently held by Toppenish. McKinlay is authorized to pay Toppenish a 5% commission rate from the auction proceeds and certain other expenses incurred in auctioning the Livestock. McKinlay retains the right to include any remaining Livestock in a sale of the Dairy as a going concern or of the Dairy Assets (including the Dairy's real property) upon entry of a subsequent court order approving such a sale. He is authorized to execute documents and take further actions as may be necessary or appropriate to accomplish the terms of the order. All the parties' rights and claims are expressly reserved, and by entering the order, the Court is overruling Pioneer Commodities, LLC's and Art Mensonides, Theresa Mensonides, and Mensonides Dairy LLC's Objections solely to authorize the proposed sale of the Livestock by auction and for disbursements of such sale proceeds to be made pursuant to the terms set forth. Entry of the Order does not address the merits of the remaining issues identified in the Objections but instead defers ruling thereon to a date to be determined. About Mensonides Dairy Mensonides Dairy LLC operates a farm that produces milk and other dairy products. It was founded in 1993 and is based in Mabton, Washington. Mensonides Dairy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 18-01681) on June 14, 2018. In the petition signed by Art Mensonides, its owner and member, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Frank L. Kurtz presides over the case. The Debtor tapped Steven Sackmann, Esq., of Sackmann Law, PLLC, and Toni Meacham, Esq., as its counsel. MICHAEL M. PAISLEY: Sale of Timeshare to Hilton for $27.3K Approved ------------------------------------------------------------------- Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central District of Illinois authorized Michael M. Paisley's sale of his timeshare interest in the Westgate Vacation Villas to Hilton International for $27,300. The Claim of Westgate Vacation Villas Owners Association, Inc., to the extent determined to be valid and perfected, will attach to the proceeds of the sale of the Timeshare, to be paid as agreed or as otherwise determined by the Court. The Debtor is further authorized to execute any and all documents necessary to sell and transfer the Timeshare and pay at closing any and all taxes, transfer fees, and final resort balance due. The Order is effective upon entry and the 14-day stay provided by Fed. R. Bankr. P. 6004(h) is waived. The bankruptcy case is In re: Michael M. Paisley, Case No. 22-70547 (Bankr. C.D. Ill.). MMM REALTY: Seeks to Hire Fisher-Sandler as Bankruptcy Counsel -------------------------------------------------------------- MMM Realty, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Fisher-Sandler, LLC as its legal counsel. The firm's services include: (a) representing the Debtor before the bankruptcy court and advising the Debtor on all pending litigations, hearings, motions, and of the decisions of the court; (b) appearing for, prosecuting, defending, and representing the Debtor's interests in suits arising in or related to the Debtor's Chapter 11 case; (c) assisting in the preparation of legal papers; (d) negotiating with creditors and parties in interest in the case and preparing, filing, and obtaining confirmation of a plan of reorganization; and (e) other necessary legal services. Fisher-Sandler will be paid $250 per hour for attorneys and $90 per hour for paralegals. In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor an advance fee of $5,000. Michael Sandler, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael J. O. Sandler, Esq. Fisher-Sandler, LLC 12801 Darby Brooke Court, Suite 201 Woodbridge, VA 22192 Tel: 703-494-3323 Email: sandlerlaw@yahoo.com About MMM Realty MMM Realty, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 23-30015) on Jan. 4, 2023, with as much as $1 million in both assets and liabilities. Judge Kevin R. Huennekens oversees the case. The Debtor is represented by Michael J. O. Sandler, Esq., at Fisher-Sandler, LLC. MOBITEK LLC: Unsecureds to Recover 3.62% in Subchapter V Plan ------------------------------------------------------------- Mobitek, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization under Subchapter V dated January 30, 2023. The Debtor is a Florida limited liability company providing retail sales and repairs for mobile phones and related accessories, operating 1 storefront and 2 kiosks in Southland Mall, 20505 S. Dixie Highway, Cutler Bay, Florida ("Southland Mall") as of the Petition Date. The Debtor plans to generate revenues in the near term through the selective cancellation of one kiosk lease and the according reduction of wages, while continuing profitable retail operations which it has maintained at Southland Mall since approximately 2013. The anticipated revenues from these changes as determined by the Debtor's management, based on their understanding of the business, is included within the projections. As reflected in those projections, the Debtor's management anticipates that the Debtor will continue to operate one storefront and one remaining kiosk in Southland Mall over the 57-month post-confirmation period. The Plan Proponent's financial projections show that the Debtor will have projected disposable income for the 57-month period of $1,009,648.00. The final Plan payment is expected to be paid on about December 31, 2027, or five years after the effective date of the Plan. This Plan of Reorganization proposes to pay creditors of the Debtor from the operating income derived from continued and future business operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 3.62 cents on the dollar. Payment of administrative expenses and priority claims. This Plan provides for full payment of administrative expenses and priority claims. Class 1 consists of the allowed priority claim(s) of the Internal Revenue Service. Class 1 is unimpaired, and will be paid in full on the Effective Date. Class 2 consists of the allowed priority tax claims of the Florida Department of Revenue. Class 2 is impaired, but will be paid in full over the lifespan of the Plan. Class 3 consists of the holders of allowed general unsecured claims. Class 4 is impaired, and will be paid the distribution of 3.62% over the lifespan of the Plan. A full-text copy of the Plan of Reorganization dated January 30, 2023 is available at https://bit.ly/3DEkbNG from PacerMonitor.com at no charge. Counsel for Debtor: David A. Ray, Esq. David A. Ray, PA 303 Southwest 6th Street Fort Lauderdale, FL 33315 Telephone: (954) 399-0105 Email: dray@draypa.com About Mobitek LLC Mobitek, LLC, is a Florida limited liability company providing retail sales and repairs for mobile phones and related accessories. Mobitek filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. S.D. Fla. Case No. 22-18538) on Nov. 1, 2022. In the petition signed by Fadi Jaafar as manager, the Debtor disclosed $47,320 in assets and $1,054,423 in liabilities. Judge Robert A. Mark presides over the case. David A. Ray, Esq. at David A. Ray, P.A. represents the Debtor as its counsel. MOMENTIVE PERFORMANCE: S&P Affirms 'B+' ICR, Outlook Stable ----------------------------------------------------------- S&P Global Ratings revised its outlook to stable from positive and affirmed its 'B+' issuer-credit rating on Momentive Performance Materials Inc. (MPM). The stable outlook reflects S&P's expectation that, while credit metrics will deteriorate from 2022 levels, it expects MPM will generate a modest amount of cash over the coming 12 months, and will maintain weighted average debt to EBITDA within the 5.0x-6.0x range. Record earnings improved S&P Global Ratings-adjusted leverage metrics in 2021 and 2022, but did not translate into sustained free cash flow generation. Despite strong demand and improved EBITDA over the past 24 months, MPM's free cash flow generation was constrained by a number of factors. These included supply chain and logistics challenges, which increased lead times, slowed cash conversion, and required substantially higher inventory and safety stock levels. MPM has also continued to spend on restructuring and growth initiatives, both of which were a material use of cash in 2022. However, as supply chain disruptions fade, working capital normalizes, and one-time restructuring costs roll-off, the company should generate a moderate amount of free cash flow in 2023, even in a more challenging demand and pricing environment. S&P said, "We forecast that a mild recession in the U.S. and parts of Europe, along with customer destocking, will pressure both pricing and volumes in 2023. The impact should be particularly acute in pricing for basic silicones due to global capacity additions and in volumes exposed to cyclical industrial and construction end-markets. We anticipate the earnings impact from weaker demand and restocking will be partially offset by lower raw material and logistics costs; however, we expect debt to EBITDA will rise to above 6x in 2023 from around 5x at the end of 2022. Partially offsetting higher-leverage metrics is our anticipation of positive free cash flow over the coming 12 months, as working capital normalization becomes a tailwind to cash generation." A key factor in any future upgrade will be the company's ability to generate sustainable free cash flow throughout the economic cycle. Ongoing restructuring initiatives will likely lead to a structural improvement in profitability. These actions are part of MPM's effort to transition its portfolio away from lower-margin commodity silicones toward formulated silicone and additive products. Momentive spent more than $60 million in both 2021 and 2022 on restructuring related expenses designed to optimize the company's asset footprint. This included the phase out of basics chemicals production at its Waterford, N.Y. facility, capacity reductions at certain sites in Europe, and a restructuring of its Texas City, Texas site. In addition, MPM sold its lower-margin consumer sealants product line to Henkel in 2020. S&P believes this capacity and asset rationalization will likely, over time, lead to lower fixed costs, increased plant productivity, and ultimately higher profitability. Partially as a result of these initiatives, volumes fell in the low-single digits over the first three quarters of 2022; however, EBITDA increased marginally year over year. The cost-reduction measures should also improve the company's overall product mix, with the majority of Momentive's sales now coming from less commoditized, higher-margin specialty and value-add products. These specialty silicones are generally engineered and designed to meet specific customer criteria, and are thus more insulated from the general pricing volatility of the commodity silicones market. Despite S&P's assumption of a structural increase in earnings potential, it believes the company's EBITDA will continue to be volatile. A material portion of Momentive's sales remains exposed to commoditized silicones, where pricing is more competitive, and to cyclical automotive, construction, and industrial end-markets. The company's upcoming 2024 maturities present refinancing risk. MPM recently refinanced its asset-based lending (ABL) facility, extending the facility's maturity to 2028, and upsizing it to $340 million from $300 million. While the transaction improved liquidity in the short-term, the company has two large debt maturities within the next 18 months, with both its first- and second-lien term loan facilities coming due in May of 2024. S&P's believe management is committed to address these maturities in the near future; however, given volatility and uncertainty in global capital markets, near-term refinancing risk presents potential downside risk to our current rating. The stable outlook reflects S&P Global Ratings' expectation that Momentive's operating performance and financial metrics will deteriorate marginally in 2023 as a result of weaker global demand, customer inventory destocking, and pricing pressure, particularly in lower-margin commodity silicones. S&P said, "In our base case scenario, which incorporates a shallow recession in the U.S. and parts of Europe, we expect debt to EBITDA will rise above 6x within the next 12 months, from around 5x at year-end 2022. We also anticipate the company will generate positive free cash flow in 2023, as working capital normalizes, fading logistics and freight-related challenges allow excess inventory to be drawn down, and cash restructuring expenses roll off. Despite our forecast for a slight contraction in EBITDA during the next 12 months, we anticipate financial metrics will remain appropriate for the 'B+' rating, with weighted average debt to EBITDA between 5x and 6x. Additionally, we expect management's initiatives to remove fixed costs from the business, and the company's exit of certain commodity businesses, will likely support earnings in a demand slowdown. Our stable outlook does not anticipate any large debt-funded acquisitions or shareholder rewards, considers potential support from KCC Corp., and assumes management will work prudently to address its 2024 debt maturities within the coming two quarters." S&P said, "We could lower our rating on Momentive during the next 12 months if we expected debt to EBITDA would exceed 6x for a sustained period. Operating performance, and financial credit metrics, could deteriorate below our base case if: a deeper-than-expected recession in the U.S. and Europe put additional downward pressure on volumes, particularly volumes exposed to cyclical sectors such as automotive, industrial, and construction. Ratings downside could also come from weaker-than-expected pricing from persistent industry overcapacity. While the company has experienced some pricing pressure in its lower-margin businesses, it has thus far been able to maintain pricing for its more specialty products. In such a downside scenario, we would expect revenue growth 5% lower than our current forecast and would anticipate EBITDA margin contraction of 100 basis points. We could also lower our ratings on the company if we no longer believed KCC would provide adequate support to Momentive, if the company pursued more aggressive financial policies, or if the company failed to address its upcoming maturities in a timely manner. "We could consider an upgrade within the next 12 months if Momentive's ongoing productivity initiatives and pivot toward higher-margin products resulted in stronger profitability than currently envisioned in a mild recession case. We could also consider revising our outlook back to positive if end-market demand recovered more rapidly than we currently expect, and the company was able to address its upcoming 2024 maturities. For an upgrade, we would expect debt to EBITDA of around 5x on a weighted average basis after accounting for potential business cyclicality, along with sustained positive free cash flow generation. In addition, we could raise our ratings on the company if our assessment of Momentive's group status within KCC improved." Environmental, Social, And Governance ESG credit indicators: E-2, S-2, G-2 MONTGOMERY REALTY: Hires St. James Law as Bankruptcy Counsel ------------------------------------------------------------ Montgomery Realty Group, LLC received approval from the U.S. Bankruptcy Court for the Northern District of California to employ St. James Law, PC as its bankruptcy counsel. The Debtor requires legal counsel to: (a) assist in the operation of the Debtor's business; (b) assist in operating matters and filing of reports; (c) interact with the Subchapter V trustee; (d) assist the Debtor in the administration of claims; (e) assist the Debtor in the formulation and prosecution of its plan of reorganization; and (f) provide general counsel and representation in the course of the Debtor's Chapter 11 proceedings. Michael St. James, Esq., the main attorney in this engagement, will be paid at his hourly rate of $685. In addition, the firm will seek reimbursement for expenses incurred. The firm received a pre-bankruptcy retainer in the amount of $50,000. Michael St. James, Esq., an attorney at St. James Law, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael St. James, Esq. St. James Law, PC 22 Battery Street, Suite 810 San Francisco, CA 94111 Telephone: (415) 391-7566 Facsimile: (415) 391-7568 Email: michael@stjames-law.com About Montgomery Realty Group Montgomery Realty Group, LLC is the owner of a commercial real property located at 1675 Willow Pass Road, Concord, Calif. Montgomery Realty Group sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-41290) on Dec. 20, 2022. In the petition signed by its manager, Raj Maniar, the Debtor disclosed up to $50 million in both assets and liabilities. Judge William J. Lafferty oversees the case. Michael St. James, Esq., at St. James Law, P.C. is the Debtor's bankruptcy counsel. Sullivan Blackburn Pratt and Lang Richert & Patch serve as special counsels. MORA HOUSE: Unsecured Creditors to Recover 100% in Sale Plan ------------------------------------------------------------ Mora House One, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California a Disclosure Statement describing Plan of Reorganization. On October 7, 2022, the Debtor filed the instant case to stop the attempted foreclosure of the real property located at 10718 Mora Drive, Los Altos, CA 94024 ("Property") by his senior mortgage holder, OKOA Capital LLC. Mr. Vaughn, the sole member and manager of the LLC, was appointed as the responsible individual for Debtor and has managed Debtor since the filing of the Chapter 11 Petition. Mr. Vaughn is the only insider of the Debtor. The Debtor had previously filed a Chapter 11 under FRE 355 Investment Group, LLC, case number 20-50628, on April 13, 2020 that was consolidated with case number 20-50631, titled In Re Mora House, LLC. The prior Chapter 11 case not successful due to the value of the Property at that time and an aggressive predatory (negative amortization) first lien creditor. The Property located at 10718 Mora Drive, Los Altos, CA 94024 is valued at -$25,000,000 based on an appraisal dated May 21, 2022. Regardless, in order to sell as quickly as possible, the Debtor plans to list the Property for significantly less. Class 3 consists of General Unsecured Claims. Creditors will receive 100 percent of their allowed claims in 1 payment made at the close of escrow upon the sale of the Property. This class is impaired and is entitled to vote on confirmation of the Plan with exception to creditor Melvin Vaughn who is an insider of the Debtor and is not entitled to vote. * Simon Yiu (general unsecured creditor who is currently suing the Debtor and its principal in State Court for Breach of Contract) with $860,000.00 amount of claim. To be paid in full upon sale of Property. * Melvin Vaughn (not entitled to vote as an insider-personal loan provided to Debtor) with $500,000.00 amount of claim. To be paid in full upon sale of Property. * Melvin Vaughn (not entitled to vote as an insider-attorney and court filing fee) with $13,738.00 amount of claim. To be paid in full upon sale of Property. Class 4 consists of Equity Interest Holder Mr. Melvin Vaughn who is 100% of the subject LLC. Shall be entitled to the net funds after sale of the subject property and after ordinary and necessary expenses and plan payments. Payments and distributions under the Plan will be funded by the sale of the Property. A full-text copy of the Disclosure Statement dated January 31, 2023 is available at https://bit.ly/3YaP4l1 from PacerMonitor.com at no charge. Attorneys for Debtor: Arasto Farsad, Esq. Nancy Weng, Esq. Farsad Law Office, P.C. 1625 The Alameda Suite 525 San Jose, CA 95126 Tel: (408) 641-9966 Fax: (408) 866-7334 Email: farsadlaw1@gmail.com About Mora House One Mora House One, LLC, is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Mora House One filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-50917) on Oct. 7, 2022. The petition was signed by Melvin Vaughn as managing member. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. Arasto Farsad, Esq., at Farsad Law Office, P.C., is the Debtor's counsel. NANI WALE O'PUAKO: Taps Starn O'Toole Marcus as Special Counsel --------------------------------------------------------------- Nani Wale O'Puako, LLC seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to employ Starn O'Toole Marcus & Fisher, A Law Corporation as its special counsel. The Debtor needs the firm's legal assistance in connection with its land use and regulatory issues with the Department of Land and Natural Resources and the Board of Land and Natural Resources. Starn will be paid at the rate of $500 per hour. A. Bernard Bays, Esq., a partner at Starn, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: A. Bernard Bays, Esq. Starn O'Toole Marcus & Fisher, A Law Corporation Pacific Guardian Center, Makai Tower 733 Bishop Street, Suite 1900 Honolulu, HI 96813 Tel: (808) 537-6100 Email: abb@starnlaw.com About Nani Wale O' Puako Nani Wale O' Puako LLC and its affiliates are single asset real estates as defined in 11 U.S.C. Sec. 101(51B). Nani Wale O' Puako, Nani Wale O' Laika LLC, Nani Wale O' Anahulu LLC, and Nani Wale O' 'Anaeho' Omalu LLC each filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Lead Case No. 22-00899) on Dec. 14, 2022. In the petition filed by managing member, Brian A. Anderson, Nani Wale O' Puako reported $1 million to $10 million in both assets and liabilities. Judge Robert J. Faris oversees the cases. The Debtors are represented by Jerrold K. Guben, Esq., at O'Connor Playdon & Guben. NATIONAL CINEMEDIA: $270M Bank Debt Trades at 69% Discount ---------------------------------------------------------- Participations in a syndicated loan under which National CineMedia LLC is a borrower were trading in the secondary market around 30.6 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $270 million facility is a Term loan that is scheduled to mature on June 20, 2025. About $257.9 million of the loan is withdrawn and outstanding. National CineMedia, LLC owns and operates movie theaters. The Company offers entertainment content, advertising, and movie screening services. NATIONAL MENTOR: $165M Bank Debt Trades at 25% Discount ------------------------------------------------------- Participations in a syndicated loan under which National Mentor Holdings Inc is a borrower were trading in the secondary market around 75.1 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $165 million facility is a Delay-Draw Term loan that is scheduled to mature on March 2, 2028. The amount is fully drawn and outstanding. National Mentor Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides community-based services for people with injuries and disabilities. NATIONAL MENTOR: $50M Bank Debt Trades at 25% Discount ------------------------------------------------------ Participations in a syndicated loan under which National Mentor Holdings Inc is a borrower were trading in the secondary market around 75.1 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $50 million facility is a Term loan that is scheduled to mature on March 2, 2028. The amount is fully drawn and outstanding. National Mentor Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides community-based services for people with injuries and disabilities. NATURE COAST: Taps Latham Luna Eden & Beaudine as Legal Counsel --------------------------------------------------------------- Nature Coast Development Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Latham Luna Eden & Beaudine, LLP to handle its Chapter 11 case. The firm will charge $250 to $475 per hour for attorney's services and $105 per hour for paraprofessional services. Benjamin Taylor, Esq., and Justin Luna, Esq., the attorneys primarily working on this matter, charge $250 per hour and $475 per hour, respectively. In addition, the firm will seek reimbursement for its out-of-pocket expenses. The firm received from the Debtor an advance fee of $50,000. Justin Luna, Esq., a partner at Latham Luna Eden & Beaudine, 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: Justin M. Luna, Esq. Latham Luna Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com About Nature Coast Development Group Nature Coast Development Group, LLC, a company in Fanning Springs, Fla., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 22-10200) on Dec. 14, 2022. In the petition filed by its managing member, Marites Padot, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Jodi D. Dubose has been appointed as Subchapter V trustee. Judge: Karen K Specie oversees the case. The Debtor is represented by Latham, Shuker, Eden, & Beaudine, LLP. NAUTICAL SOLUTIONS: Court OKs Interim Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Nautical Solutions, LLC and its debtor-affiliates to use cash collateral on an interim basis in accordance with the budget. The Debtors require the use of cash collateral to, among other things, permit the orderly continuation of the operation of their businesses. Prior to the Petition Date, pursuant to the First Amended and Restated Credit Agreement, first dated as of December 7, 2018 by and among (1) Nautical Solutions, L.L.C., as borrower; (2) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent; (3) Bank of America, N.A., Wells Fargo Bank, N.A., and Suntrust Bank, as co-syndication agents; (4) Capital One, National Association and Compass Bank, as co-documentation agents, and (5) the lenders from time to time party thereto, the Prepetition Credit Facility Lenders provided a credit facility to Nautical. As of the Petition Date, the Debtors were indebted under the Prepetition Credit Facility in the approximate outstanding principal amount of $338.095 million plus interest and fees. In addition, pursuant to two substantially identical note purchase agreements, Nautical issued two series of senior secured notes: (a) the Series A 7.50% amended and restated senior secured notes, due November 14, 2023, which were issued by Nautical pursuant to the Amended and Restated Note Purchase Agreement, dated December 7, 2018, by and among Nautical, the noteholders party thereto, and JPMorgan Chase Bank, N.A., as collateral agent; and (b) the Series B 7.50% amended and restated senior secured notes, due November 14, 2023, which were issued by Nautical pursuant to the Amended and Restated Note Purchase Agreement, dated December 7, 2018, by and among Nautical, the noteholders party thereto, and the Prepetition Note Agent. As of the Petition Date, the Debtors owed the Prepetition Noteholders in the aggregate principal amount of $312.783 million plus interest and fees. The Debtors are permitted to use cash collateral for these purposes: a. To permit the orderly continuation of the operation of their businesses; b. To pay the costs of administration of the Cases and claims or amounts approved by the Court in the "first" and "second" day orders or as required under the Bankruptcy Code; c. For general corporate and working capital purposes; c. Pay adequate protection payments to the extent set forth; and d. To fund the Carve Out, in each case, subject to the terms and conditions of the Interim Order, including the Budget. As adequate protection, the Prepetition Secured Parties are granted first ranking allowed superpriority administrative expense claims against each of the Debtors on a joint and several basis. The Prepetition Agent, for itself and for the benefit of the other Prepetition Secured Parties, is granted valid, binding, enforceable, and automatically perfected security interests in and liens upon in all Adequate Protection Collateral, which Adequate Protection Liens (1) will be subject and subordinate only to (x) the Carve Out and (y) the Permitted Prior Liens, and (2) will otherwise be senior to any and all other liens and security interests in the Adequate Protection Collateral. A further hearing on the matter is set for February 21 at 2 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3l6eJNj from PacerMonitor.com. The budget provides for net cash flow, on a weekly basis, as follows: $211,000 for the week ending February 3, 2023; $5,959,000 for the week ending February 10, 2023; $99,000 for the week ending February 17, 2023; and $1,068,000 for the week ending February 24, 2023. About Nautical Solutions, LLC Nautical Solutions, LLC and affiliates are providers of vessel services to the offshore oil and gas exploration and production, oilfield service, and construction sectors. The Debtors' services include transportation of personnel and supplies to fixed and floating drilling and production rigs and platforms, surface support for subsea installation activities, and support and supply of offshore accommodation units. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90002) on January 9, 2023. In the petition signed by Charles F. Comeaux, chief financial officer, the Debtor disclosed up to $1 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Debtor tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as general bankruptcy counsel, Jackson Walker LLP as local bankruptcy counsel, Jefferies LLC as investment banker, Ankura Consulting Group as financial advisors, and Kurtzman Carson Consultants LLC as notice and claims agent. NAUTICAL SOLUTIONS: Seeks to Hire Jackson Walker as Co-Counsel -------------------------------------------------------------- Nautical Solutions, LLC and Nautical Solutions (Texas), LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Jackson Walker, LLP as conflicts counsel and as co-counsel with Kirkland & Ellis. The firm's services include: a. providing legal advice and services regarding local rules, practices and procedures, including Fifth Circuit law; b. providing certain services in connection with the administration of the Debtors' Chapter 11 cases, including, without limitation, preparing agendas, hearing notices, and witness and exhibit lists, and coordinating with chambers; c. review' and comment' on proposed drafts of pleadings to be filed with the court; d. at the request of the Debtors, appear in court and at any meeting with the U.S. Trustee or creditors; e. perform' all other services assigned by the Debtors to the firm as conflicts and bankruptcy co-counsel; and f. provide legal services on any matter on which Kirkland & Ellis may have a conflict or as needed based on specialization. The firm's hourly rates are as follows: Partners $765 to $1,075 Associates $475 to $750 Paraprofessionals $230 to $250 The Debtors paid an initial retainer in the amount of $175,000. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Jackson Walker disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm represented the Debtors during the weeks immediately before the petition date using the foregoing hourly rates; and -- the firm has not prepared a budget and staffing plan. Matthew Cavenaugh, Esq., a partner at Jackson Walker, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew D. Cavenaugh Jackson Walker LLC 1401 McKinney Street, Suite 1900 Houston, TX 77010 Phone: (713) 752-4284 Fax: (713) 752-4221 Email: mcavenaugh@jw.com About Nautical Solutions Nautical Solutions, LLC and Nautical Solutions (Texas), LLC are providers of vessel services to the offshore oil and gas exploration and production, oilfield service, and construction sectors. The Debtors' services include transportation of personnel and supplies to fixed and floating drilling and production rigs and platforms, surface support for subsea installation activities, and support and supply of offshore accommodation units. The Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90002) on Jan. 9, 2023. In the petition signed by their chief financial officer, Charles F. Comeaux, the Debtors disclosed $500 million to $1 billion in assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsels; Jefferies, LLC as investment banker; and Ankura Consulting Group, LLC as financial advisor. NAUTICAL SOLUTIONS: Seeks to Hire Kirkland & Ellis as Legal Counsel ------------------------------------------------------------------- Nautical Solutions, LLC and Nautical Solutions (Texas), LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as their attorneys. The firms' 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. advising and consulting on the conduct of the Debtors' bankruptcy cases, including all of the legal and administrative requirements of operating in Chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which they are involved, including objections to claims filed against the estates; e. preparing pleadings; f. representing the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; g. advising the Debtors in connection with any potential sale of assets; h. appearing before the bankruptcy court and any appellate courts; i. advising the Debtors regarding tax matters; j. taking any necessary action to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and k. other necessary legal services including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors' assets; and (iii) advising the Debtors on corporate and litigation matters. The firms will charge these hourly fees: Partners $1,195 - $2,245 Of Counsel $820 - $2,125 Associates $685 - $1,395 Paraprofessionals $295 - $575 Kirkland & Ellis received a retainer in the amount of $100,000. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, the firms disclosed that: -- they have not agreed to any variations from, or alternatives to, their standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firms represented the Debtors during the 12-month period before the petition date, using these hourly rates: Partners $1,135 - $1,995 Of Counsel $805 - $1,845 Associates $650 - $1,245 Paraprofessionals $265 - $495; and -- the Debtors approved the firms' budget and staffing plan for the period from Jan. 9 to March 3, 2023. Patrick Nash, Jr., Esq., president of Patrick J. Nash, Jr., P.C., a partner of Kirkland & Ellis, disclosed in court filings that the firms are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firms can be reached through: Patrick J. Nash, Jr., Esq. Patrick J. Nash, Jr., P.C. Kirkland & Ellis, LLP Kirkland & Ellis International, LLP 300 North LaSalle Street Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: patrick.nash@kirkland.com About Nautical Solutions Nautical Solutions, LLC and Nautical Solutions (Texas), LLC are providers of vessel services to the offshore oil and gas exploration and production, oilfield service, and construction sectors. The Debtors' services include transportation of personnel and supplies to fixed and floating drilling and production rigs and platforms, surface support for subsea installation activities, and support and supply of offshore accommodation units. The Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90002) on Jan. 9, 2023. In the petition signed by their chief financial officer, Charles F. Comeaux, the Debtors disclosed $500 million to $1 billion in assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsels; Jefferies, LLC as investment banker; and Ankura Consulting Group, LLC as financial advisor. NEUROEM THERAPEUTICS: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: NeuroEM Therapeutics, Inc 13231 N. 14th Place Phoenix, AZ 85022 Business Description: NeuroEM Therapeutics is a Phoenix-based medical device company committed to developing, clinically testing, and marketing Transcranial Electromagnetic Treatment (TEMT) as an effective treatment for Alzheimer's Disease and other neurodegenerative diseases. Chapter 11 Petition Date: February 3, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-00425 Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: All@tampaesq.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gary W. Arendash as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/B4JNBNA/NeuroEM_Therapeutics_Inc__flmbke-23-00425__0001.0.pdf?mcid=tGE4TAMA NEW YORK INN: Seeks Approval to Hire CBRE as Appraiser ------------------------------------------------------ New York Inn Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ CBRE, Inc. to appraise and perform a market analysis of its real property at 1904 E. Pioneer Parkway, Arlington, Texas. CBRE received a retainer of $7,500 from Roger Pate, the Debtor's informal property manager. In the event testimony of the appraiser is required, the preparation for appearance and testimony will be billed at $450 per hour and paid by the property manager. As disclosed in court filings, CBRE is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The appraiser can be reached through: Kevin Donahoue, MAI CBRE, Inc. 500 West 2nd Street, Suite 1700 Austin, TX 78701 Phone: 512 499 4900 Fax: 512 499 4999 Email: Kevin.Donahue@cbre.com About New York Inn Inc. A group of creditors including AP Interior, Prateek Desai and Wajattat Ali Khan filed an involuntary Chapter 11 petition against Arlington, Texas-based New York Inn Inc. (Bankr. N.D. Texas Case No. 21-30958) on May 21, 2021. The creditors are represented by Bill Rielly, Esq. Judge Michelle V. Larson oversees the case. New York Inn tapped Joyce W. Lindauer Attorney, PLLC as bankruptcy counsel and Jules P. Slim, Esq., an attorney practicing in Dallas, Texas, as special counsel. NGV GLOBAL: Settlement Resolving Dispute on Four Trucks Approved ---------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas approved NGV Global Group, Inc., its affiliates, and MapleMark Bank's settlement agreement that resolves the disputes pertaining to the four trucks Natural Gas Supply, LLC, sold to Spectrum Energy, LLC, from MapleMark's collateral out of trust. Pursuant to the Settlement: (a) MapleMark is authorized to sweep the account in the name of Farroukh Zaidi in the amount of $140,000. MapleMark will apply such funds to the NGV Global loan with it. As soon as practicable thereafter, MapleMark will release to Spectrum the Certificates of Title for two of the four trucks purchased by Spectrum that were included in its collateral for the NGV Global Loan. (b) Zaidi will pay MapleMark $60,000 as follows: on Feb. 1, 2023, Zaidi will pay $10,000 to MapleMark ("First Payment"), and on Feb. 15, 2023, Zaidi will pay $50,000 to MapleMark ("Second Payment"). Maplemark will apply both payments to the NGV Global Loan. (c) As soon as practicable after receipt of the First Payment, MapleMark will release to Spectrum the Certificate of Title for the third MapleMark Truck. As soon as practicable following receipt of the Second Payment, MapleMark will release to Spectrum the Certificate of Title for the fourth MapleMark Truck. (d) MapleMark is authorized to take all necessary steps to perfect its security interest in the ten (10) trailers described in the 9019 Motion. (e) The Debtors will cooperate to place MapleMark's collateral in sale-ready condition. (f) The Debtors and Zaidi will cooperate with MapleMark and Spectrum to effectuate clear title to Spectrum for the four MapleMark Trucks. To the extent the transfer of the MapleMark Trucks to Spectrum constitutes a post-petition sale, such sale is approved pursuant to sections 363(b) and 363(f) of the Bankruptcy Code and will constitute a sale free and clear of all liens, claims and encumbrances. The Debtors are authorized to perform all acts and execute all documents necessary and appropriate to fully perform the terms of the Settlement. About NGV Global Group NGV Global Group, Inc. is a global technology company that designs, manufactures, distributes and supports natural gas operated medium and heavy-duty commercial vehicles sold worldwide. It manufactures natural gas engines, fuel storage units and fueling systems for application in its own products and for sale to third party companies interested in the conversion of trucks and buses to operate on natural gas completely (dedicated) or in conjunction (duel-fuel) with diesel fuel. NGV Global Group also owns and operates a gas transportation company, which is registered with the U.S. Department of Transportation (DOT) allowing it to safely transport multiple substances across the U.S. including: CNG, LNG, Hydrogen, Oxygen, Nitrogen and other hazardous materials and gases. On Nov. 17, 2022, NGV Global Group and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 22-42780). In the petition signed by its chief executive officer, Farroukh Zaidi, NGV Global Group disclosed up to $50 million in assets and up to $100,000 in liabilities. Judge Mark X. Mullin oversees the cases. Jeff P. Prostok, Esq., at Forshey Prostok, LLP and Harney Partners serve as the Debtors' legal counsel and financial advisor, respectively. NUVO TOWER: Fine-Tunes Plan Documents ------------------------------------- Nuvo Tower, LLC, submitted a Third Amended Disclosure Statement describing Third Amended Plan of Reorganization dated January 30, 2023. The Debtor owns 4 contiguous lots located at 2954-2958 Brighton 6th Street and 6-7 Brighton Fifth Place in the Brighton Beach section of Brooklyn, which lots are intended for construction of a 23-unit condominium complex (the "Property"). During the Chapter 11 Case, the Debtor has been seeking out various sources of capital as well as talking to potential brokers and purchasers to either refinance or sell the Property. Subject to the time deadlines set forth in the Third Amended Plan, the Debtor shall market the Property immediately, and the Debtor has agreed to retain a licensed real estate broker, subject to Court approval, to refinance or sell and liquidate the Property for the highest and best price on or before April 15, 2023. Upon closing, the proceeds of refinance or sale shall be distributed to holders of Claims and Interests in the same manner as provided for in the Third Amended Plan. Like in the prior iteration of the Plan, Class 4 Allowed General Unsecured Claims in the approximate amount of $1,618, together with any unpaid statutory interest, costs and reasonable attorneys' fees accrued thereon through the Sale' Auction Closing Date, will be paid in full, in cash, from the Distribution Fund upon the earlier of a post-Effective Date refinance or the Sale/Auction Closing Date. Class 4 is unimpaired. Subject to the time deadlines set forth in this Article IV, the Debtor shall continue through a licensed real estate broker, to market the Property in order to refinance or sell and liquidate the Property for the highest and best price on or before April 15. 2022. Upon Closing, the proceeds of refinance or sale shall be distributed to holders of Claims and Interests in the same manner as provided for in Article II herein. At an auction conducted pursuant to subsection 4.2(b)(1) of the Third Amended Plan or otherwise, Bayport shall be entitled to and have the absolute right to Credit Bid the full amount of its Class 2 Allowed Secured Claim. If Bayport is the highest bidder, no deposit shall be required and the credit bid of its Class 2 Allowed Secured Claim shall be applied to the payment of the purchase price except that Bayport shall also be responsible to pay at Closing 1.75% of the Credit Bid Amount to the Debtor's real estate broker, and shall also assume the obligation to pay the Class 1 Real Estate Tax Secured Claims. A full-text copy of the Third Amended Disclosure Statement dated January 30, 2023 is available at https://bit.ly/3DFloEi from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert L. Rattet, Esq. Jonathan S. Pasternak, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue New York, NY 10158 Tel: (212) 557-7200 About Nuvo Tower Nuvo Tower LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns four contiguous building lots located at 2954-2958 Brighton 6th St. and 6-7 Brighton Fifth Place in the Brighton Beach section of Brooklyn, which lots are intended for construction of 23-unit condominium complex. Nuvo Tower sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41444) on June 22, 2022, listing $1 million to $10 million in both assets and liabilities. Haim Pinhas, manager, signed the petition. Judge Nancy Hershey Lord oversees the case. Robert L. Rattet, Esq., at Davidoff Hutcher & Citron, LLP, is the Debtor's counsel. ONE IMPORTERS: Auction Sale of 2015 Isuzu NPR Box Truck Granted --------------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts authorized One Importers and Distributors, LLC's public auction sale of the estate's right, title, and interest in a 2015 Isuzu NPR Box Truck, VIN JALC4W160F7K01001. The hearing scheduled for Jan. 24, 2023, was cancelled. The Sale will be free and clear of all liens, claims, interests, and encumbrances, with any and all such interests in the Vehicle, when established, attaching to the proceeds realized from the Public Auction Sale. The Public Auction Sale is authorized in accordance with the Motion and the Notice of Public Auction Sale. The Debtor is authorized to execute and deliver such documents and take actions as are reasonably required to effectuate the sale of Vehicle to the successful bidder following the Public Auction Sale. The Order is immediately effective and is not stayed pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, or otherwise. About One Importers and Distributors One Importers and Distributors, LLC operates a wholesale commercial bakery at 100 Weymouth St., Unit # G2, Rockland, Mass. One Importers and Distributors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-11592) on Nov. 11, 2022. In the petition signed by its manager, Maria Betania Damota, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Christopher J. Panos oversees the case. Marques C. Lipton, Esq., at Lipton Law Group, LLC, is the Debtor's counsel. PARKWAY GENERATION: S&P Places 'BB' Sec. Debt Rating on Watch Neg. ------------------------------------------------------------------ S&P Global Ratings placed its 'BB' rating on Parkway Generation LLC's senior secured debt on CreditWatch with negative implications. The CreditWatch placement reflects S&P's view that future penalties could affect Parkway's ability to sweep against its term loan B (TLB) within the next year. S&P could take a negative rating action after assessing the impact of the penalty on Parkway. Parkway experienced forced plant outages and limits on gas purchases because of a winter storm from Dec. 23 to Dec. 26, 2022. Therefore, the PJM Interconnection (PJM) will likely impose penalties on Parkway. The final amount is expected to be determined within the next three months. Parkway is an eight-asset power portfolio with 4,805 megawatts (MW) nameplate capacity in the Eastern Mid-Atlantic Area Council (EMAAC) and Mid-Atlantic Area Council (MAAC) zones of the PJM. The project's assets operate on a merchant basis and sell power into the Public Service Enterprise Group Inc. (PSEG) and Potomac Electric Power Co. zones of PJM. An affiliate of ArcLight Capital Partners LLC entered into an agreement to acquire the portfolio of assets from PSEG in February 2022. ArcLight funded the acquisition with a mix of equity and $1.14 billion of debt. The project has leverage of $251 per kilowatt (kW), representing significantly less leverage on a per-kW basis than that of several projects with operations in PJM that are rated by S&P Global Ratings. S&P's leverage measure includes term loans B and C. The term loan C typically supports standby letters of credit and funds restricted cash retained by the business. All assets except Keys Energy Center (Keys) are in EMAAC, and capacity prices in that region have a significant premium above the regional transmission organization price due to transmission constraints. About half of the portfolio's cash flow is expected to come from known capacity prices through May 2024 and Keys' seven-year fixed-price capacity sales agreement through May 2026. Parkway's two main facilities, Keys and Sewaren, are recent new builds with long forecast asset lives that employ advanced turbine technology, leading to very competitive heat rates. Parkway's dual-fuel assets should benefit from upside potential from oil-fired production during extreme weather conditions. Parkway sells all its power on a merchant basis. The wholesale market is highly competitive. Like all merchant power plants, especially those in non-constrained regions, the assets face market risks, such as power demand, commodity prices, and PJM capacity price volatility. The portfolio depends on natural gas as the primary fuel source for each of its generating units. During the life of its assets, Parkway is exposed to risks from competing technologies, as well as future greenhouse gas legislation, which could meaningfully increase the project's variable costs. The age of the assets varies, and several (the peaking assets) will likely retire by 2040. Therefore, the project will rely on a smaller number of assets to generate cash flow to repay debt toward the end of its useful life. If cash flow is weaker than expected early in the project's life, the project--as currently constructed--might have trouble repaying debt in later years. The project pays out tax distributions of up to $40 million per year. These distributions come after debt service in the waterfall and do not affect our debt service coverage ratio (DSCR). However, they represent a drag on the project's ability to repay debt. Parkway could have limited ability to sweep against its TLB this year. The CreditWatch placement reflects the possibility of a negative rating action due to a pending amount of future penalties. Those penalties might be imposed by PJM and result from the forced outage and limit on gas purchases during the winter storm from Dec. 23 to Dec. 26, 2022. S&P said, "Parkway provided disclosure to lenders about potential penalties and our expectation remains in line with that disclosure. We expect to have better visibility on the total amount of penalties and the associated financial implications for Parkway within the next three months." Dividend recapitalization in 2022 limited the financial cushion. Parkway upsized its term loan in late 2022 by $75 million to partially fund a distribution to sponsors of $175 million. This resulted in a reduced financial cushion. S&P said, "We continue to view dividend recapitalizations and distributions ahead of debt paydown as negative for creditworthiness and reflective of ownership by a financial sponsor. In this case, unforeseen penalties due to the winter storm have compounded the impact of the recent dividend recapitalization and led to a weakening in our view of the project's ability to sweep cash against the term loan in 2023." S&P said, "We expect liquidity will be sufficient. We anticipate that Parkway would have sufficient liquidity to pay for potential penalties, given that its $100 million revolver is fully available and as of Dec.31, 2022 the project had $32 million of cash available. Furthermore, we expect that any disbursement would be spread over a period of a few months rather than a lump-sum payment. "The CreditWatch placement reflects the possibility that we could lower the rating within 90 days after PJM determines the exact amount of the penalty and we assess its effect on Parkway's cash flow sweeps." PICCARD PETS: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Piccard Pet Supplies, Corp. asks the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund all necessary operating expenses of the Debtor's business. The Debtor has financed its operations on a cash basis and via business credit cards. The Debtor has pre-petition merchant cash advances and lenders that have a lien on the Debtor's cash and receivables. Those lenders are Amazon Capital Services, Inc., Fox Business Funding, White Road Capital, LLC d/b/a GFE Holdings, Sellers Funding Corp, ODK Capital, LLC, Celtic Bank, and CloudFund, LLC. The Debtor relies on current revenues to fund its operations. The Debtor primarily generates income from retail sales of its pet supplies and related inventory. At the time of filing, the Debtor had a total balance of approximately $12,000 in its Operating Account the business generates approximate gross receipts of $675,000 per month. The Debtor proposes to use the cash collateral in accordance with the terms of the Budget, with a 10% variance. As adequate protection, the Cash Collateral Lenders will be granted a replacement lien on the Debtor's receivables. A copy of the motion is available at https://bit.ly/3HUuAqR from PacerMonitor.com. About Piccard Pets Supplies, Corp. Piccard Pets Supplies, Corp. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00210) on January 30, 2023. In the petition signed by Marlon Martinez, CEO, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Thomas Adam, Esq., at Adam Law Group, represents the Debtor as legal counsel. QAZ LLC: Barred from Using Cash Collateral ------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Wisconsin approved the Motion for Entry of an Order Prohibiting the Use of Cash Collateral filed by Barnett REI Finance 1 LLC, prohibiting QAZ, LLC from using cash collateral. At the hearing on January 30, 2023, the Debtor asserted that it used cash collateral in its business operations but its principal, Raymond Chou, intended to personally reimburse the Debtor's bankruptcy estate for the cash collateral used and that would not seek an administrative claim for the reimbursement. The Court held that the Debtor is prohibited from using any rents obtained from 1904 South 7th Street in Milwaukee, Wisconsin, without further Court order. If the Debtor obtains any cash collateral, the funds will be segregated and accounted for in accordance with 11 U.S.C. section 363(c)(4). On or before February 10, 2023, Raymond Chou will reimburse the Debtor's bankruptcy estate for the use of any cash collateral, as that term is defined in 11 U.S.C. section 363(a), belonging to any secured creditor that the Debtor used since August 27, 2022. A copy of the order is available at https://bit.ly/3jtkYKs from PacerMonitor.com. About QAZ LLC QAZ, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wisc. Case No. 22-23802) on Aug. 27, 2022, with as much as $1 million in both assets and liabilities. Judge Rachel M. Blise oversees the case. The Debtor is represented by Jonathan V. Goodman, Esq., at the Law Offices of Jonathan V. Goodman. RAMSDELL LAW FIRM: Taps David Schroeder Law Office as Counsel ------------------------------------------------------------- Ramsdell Law Firm, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ David Schroeder Law Office, PC, to handle its Chapter 11 case. The Debtor requires legal counsel to: (a) give advice regarding the Debtor's power and duties in the continued management and operation of its business; (b) attend meeting and negotiate with representatives of creditors, the Office of the U.S. Trustee, and other parties-in-interest; (c) take all necessary action to protect and preserve the estate; (d) prepare legal papers; (e) negotiate and prosecute all contracts for the sale of assets, plan of reorganization, disclosure statement, and all related documents; (f) appear before the court; and (g) perform all other necessary legal services. David Schroeder Law Office will be paid at these rates: David E. Schroeder $325 per hour Paralegals $100 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received from the Debtor an advance retainer of $32,953.50. David Schroeder, Esq., 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: David E. Schroeder, Esq. David Schroeder Law Office, PC 1524 E. Primrose, Suite A Springfield, MO 65804 Telephone: (417) 890-1000 Facsimile: (417) 886-8563 Email: bkl@dschroederlaw.com About Ramsdell Law Firm Springfield, Mo.-based Ramsdell Law Firm, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 22-60685) on Dec. 15, 2022, with up to $50,000 in assets and $1 million to $10 million in liabilities. Norman E. Rouse has been appointed as Subchapter V trustee. Judge Cynthia A. Norton oversees the case. David Schroeder Law Office, PC serves as the Debtor's legal counsel. REAMIR 57 CORP: Unsecureds Will Get 30% Dividend in 60 Months ------------------------------------------------------------- Reamir 57 Corp. filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement for Small Business Plan of Reorganization dated January 31, 2023. Prepetition, due to the Covid-19 shut down, the Debtor's barber shops were unable to operate for an extended period of time. Once the barber shops reopened, certain services were restricted due to Covid risk. Furthermore, the Debtor encountered severe difficulties in hiring barbers. For the foregoing reasons, the Debtor was unable to meet the rental obligations for the respective locations, the Debtors sought bankruptcy protection on September 8, 2021. The Plan contemplates the reorganization of the Debtor's debts over the course of a 5-year period in accordance with the proposed treatment of each class. The Plan proposes to pay 30% dividend of the allowed general unsecured claims. Class 3 consists of General Unsecured Claims. This Class is impaired. * The Claim of Consolidates Edison Company of New York in the amount of $490.88 will be paid 30% dividend (147.26) in 60 monthly installment payments in the amount of $2.4. * The Claim of American Express National Bank in the amount of $4,218.07 will be paid 30% dividend ($1,265.42) in 60 monthly installment payments in the amount of $21.09. * The Claim of BMW Financial Services in the amount of $2,350.68 will be paid 30% dividend ($705.20) in 60 monthly installment payments in the amount of $11.75. Equity interest holders Avram Babadzhanov and Marian Sionova shall retain their interest in the Debtor following Confirmation, in consideration of a new value contribution, being made by their as the equity holder toward the payment of general unsecured creditor claims. The Debtor's principal will contribute funds in installments over the life of the plan, on as needed basis. The Plan will be financed by continuing the reorganized business operations of the Debtor, as well as funds accumulated in the Debtor in Possession bank account. A full-text copy of the Disclosure Statement dated January 31, 2023 is available at https://bit.ly/3DI0dS3 from PacerMonitor.com at no charge. 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 Email: alla@kachanlaw.com About Reamir 57 Corp. Reamir 57 Corp. owns four barber shops in Columbus Circle area of Manhattan, NY. Reamir 57 Corp. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 21-42294) on Sept. 8, 2021, disclosing as much as $1 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped the Law Offices of Alla Kachan, P.C. as its legal counsel and Wisdom Professional Services, Inc. as its accountant. RHONDA LEE BARNEY: $20K Sale of Hartwell Property to Nielsens OK'd ------------------------------------------------------------------ Judge James P. Smith of the U.S. Bankruptcy Court for the Middle District of Georgia authorized Rhonda Lee Barney's sale of the real property and an abandoned mobile home located on land at 157 Sawyer Lane, in Hartwell, Georgia 30643, to John and Anita Nielsen for $20,000. The Sale Agreement and all of the terms and conditions therein are approved. The Sale is free and clear of all liens, claims, and encumbrances. Upon closing of the Sale, all liens, claims, and encumbrances on the Property will attach to the proceeds of the Sale. The Debtor is authorized to take all actions necessary to close the Sale and to comply with the Sale Agreement. At the closing of the Sale from the gross proceeds of the Sale as indicated on the settlement statement the following payments will be made: any closing costs attributable to the Sellers, the amount necessary to satisfy Chris Barney's interest in the Property, and the remaining funds to be held in Rountree, Leitman, Klein & Geer, LLC's IOLTA account pending further order of the Court. Notwithstanding any rule to the contrary, the provisions of the Order will be immediately effective and enforceable upon its entry. Rhonda Lee Barney sought Chapter 11 protection (Bankr. M.D. Ga. Case No. 22-30558) on Oct. 19, 2022. The Debtor tapped Will Geer, Esq., as counsel. RHONDA LEE BARNEY: Proposed $280K Sale of Duluth Property Granted ----------------------------------------------------------------- Judge James P. Smith of the U.S. Bankruptcy Court for the Middle District of Georgia authorized Rhonda Lee Barney's sale of the real property located at 1811 Mitzi Court, in Duluth, Gwinnett County, Georgia 30097, to Nash Barney and Mijin Kim Barney for $280,000. The Sale Agreement and all of the terms and conditions therein is approved. The Sale is free and clear of all liens, claims, and encumbrances. Upon closing of the Sale, all liens, claims, and encumbrances on the Property will attach to the proceeds of the Sale. The Debtor is authorized to take all actions necessary to close the Sale and to comply with the Sale Agreement. At the closing of the Sale from the gross proceeds of the Sale as indicated on the settlement statement the following payments will be made: any closing costs attributable to the sellers, the amount necessary to satisfy the first-priority security deed held by Wells Fargo Bank, N.A., the amount necessary to satisfy Chris Barney's interest in the Property, and the remaining funds to be held in Rountree, Leitman, Klein & Geer, LLC's IOLTA account pending further order of the Court. Notwithstanding any rule to the contrary, the provisions of the Order will be immediately effective and enforceable upon its entry. Rhonda Lee Barney sought Chapter 11 protection (Bankr. M.D. Ga. Case No. 22-30558) on Oct. 19, 2022. The Debtor tapped Will Geer, Esq., as counsel. ROCK FITNESS: Unsecured Creditors to Recover 100% over 60 Months ---------------------------------------------------------------- Rock Fitness II, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Small Business Plan of Reorganization under Subchapter V dated January 30, 2023. The Debtor was formed in March 2019 to operate a fitness facility. It entered into a lease of approximately 12,225 square feet of space on May 9, 2019. The Debtor was met with unexpected build out expenses and was confronted with COVID from the start of operations. The Debtor breached its lease on or about February, 2021. The landlord filed an eviction proceeding on December 27, 2021. Negotiations continued without resolution until the bankruptcy case was filed on October 31, 2022. At the time of the filing, the landlord was owed approximately $288,701.15. At the time the case was filed, the Debtor had assets totaling approximately $320,996. A portion of the money, $43,399 is a security deposit for the landlord and is not available to creditors. Navitas is secured by the fitness equipment and is owed $158,073. Assuming that the Debtor cured the arrears to the landlord, there appears to be sufficient assets to pay creditors 100%. The Debtor's ability to fully fund the plan and make payments is dependent on the ability of the company to continue to operate and generate sufficient revenue to pay its expenses in the ordinary creditor. Class 2 consists of General unsecured creditors. General unsecured creditors' claims are approximately $96,000. The Debtor has the ability to pay $1,600 per month for 60 months. All payments shall be distributed to creditors on a pro rata basis. Unsecured creditors will be paid 100% of their claim. This Class is impaired. The members of the Debtor shall retain all property of the estate. A full-text copy of the Plan of Reorganization dated January 30, 2023 is available at https://bit.ly/3YgPMwA from PacerMonitor.com at no charge. Debtor's Counsel: Brian K. McMahon, Esq. Brian K. McMahon, PA 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Telephone: (561) 478-2500 Facsimile: (561) 478-3111 Email: brian@bkmbankruptcy.com About Rock Fitness II Rock Fitness II, LLC was formed in March 2019 to operate a fitness facility. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18415) on Oct. 31, 2022, with up to $500,000 in both assets and liabilities. Judge Erik P. Kimball oversees the case. Brian K. McMahon, Esq., at Brian K. McMahon, PC is the Debtor's legal counsel. ROCK RIDGE: Seeks Access to $233,000 of Cash Collateral ------------------------------------------------------- Rock Ridge Farms Partnership asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Greenville Division, for authority to use cash collateral from AgCarolina Farm Credit, ACA, GETSCO, Inc. and Harvey's Fertilizer and Gas Company, in the amount not more than $233,000. In the interim, the Debtor seeks a preliminary order allowing the use of $80,000 during the first 30 days following the Petition Date. The Debtor began to experience financial troubles as a result of inflationary input costs and fluctuating commodity prices. The Debtor expects to propose a plan to liquidate its assets in an orderly process over time to satisfy the claims of creditors. The Debtor requires the use of cash collateral to maintain existing operations, pay necessary salaries and wages, and maximize the return to creditors as a result of its voluntary liquidation. The Debtor's revenue will come from the sale of remaining sweet potato inventory and federal farm program payments. Prior to the Petition Date, the Debtor was indebted to various creditors including, but not limited to: a. AgCarolina: Secured claim arising from two outstanding notes, numbers 58-2021 and 59-2021. The aggregate balance of the claim as of the Petition date, was approximately $5.167 million. AgCarolina's claim is secured by deeds of trust on the Debtor's real property and liens on the Debtor's personal property. b. GETSCO: Secured claim arising from a note and deed of trust on real property recorded November 25, 2019. The deed of trust is recorded at Book 2811, Page 378, Wilson County Registry. The balance of the claim as of the Petition Date is approximately $740,855 and is further secured by liens on farm equipment, pre-petition accounts and general intangibles, pre-petition crop proceeds and insurance payments. c. Harvey's: Secured claim arising from a note and deed of trust on real property recorded September 30, 2019. The deed of trust is recorded at Book 2803, Page 371, Wilson County Registry. The balance of the claim as of the Petition Date is approximately $333,336 and is further secured by liens on farm equipment, pre-petition accounts and general intangibles, pre-petition crop proceeds and insurance payments. The total amount of the Secured Creditors' claims is approximately $6.241 million. The Debtor proposes these conditions in order to provide adequate protection of the Secured Creditors' interest in the cash collateral sought to be used: a. A substantial equity cushion in excess of $4.4 million. b. Continuing replacement liens on the Debtor’s post-petition assets, including but not limited to any post-petition crops, proceeds thereof, crop insurance proceeds, and government program payments, to the same extent and in the same priority as pre-petition security interests. The validity, enforceability, and perfection of the Secured Creditors' post-petition replacement liens will be immediately deemed perfected without the need for any further action on Secured Creditors' part. c. The Debtor will segregate and account separately for the cash collateral in its possession, custody, or control. d. The Debtor will use cash collateral only in a manner consistent with the cash collateral budget. e. Any payment of post-petition fees to a professional are subject to usual notice and court approval procedures. f. The Debtor will provide the Secured Creditors and the Bankruptcy Administrator a report no less frequently than every 14 days showing all revenues, expenditures, and an actual vs. budget comparison. g. The Debtor will grant the Secured Creditors reasonable access to the Debtor's premises, operations, books and records, and will provide such additional information as may be reasonably requested by the Secured Creditors for the purpose of evaluating the collateral or the Debtor's financial condition. h. The Debtor will promptly turnover all funds in its possession or which it receives, except as allowed by the cash collateral order, to the Secured Creditors in the order of their priority. A copy of the Debtor's motion and budget is available at https://bit.ly/3jn8l3L from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $79,576 for February 2023; $103,287 for March 2023, and $49,484 for April 2023. About Rock Ridge Farms Partnership Rock Ridge Farms Partnership is in the business of farming sweet potatoes, soybeans, corn, and peanuts in and around Wilson County, North Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-00291) on February 2, 2023. In the petition signed by Robert C. Boyette, partner, the Debtor disclosed up to $10 million in both assets and liabilities. David F. Mills, Esq., at Narron Wenzel, P.A., represents the Debtor as legal counsel. ROCKPOINT GAS: Fitch Affirms LongTerm IDR at 'B-', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the 'B-' Long-Term Issuer Default Ratings (IDRs) of Rockpoint Gas Storage Partners LP (ROCGAS) and Rockpoint Gas Storage Canada Ltd. (RGSCAN). The Rating Outlook is Stable for both entities. The ratings reflect ROCGAS's smaller relative size, with typical EBITDA of less than $300 million annually, higher relative business risk with operations in the volatile midstream subsegment of natural gas storage, and a geographic concentration in the province of Alberta. These factors are offset by leverage that is strong for the rating category and solid sponsor support. Fitch has applied 100% equity credit to subordinated indebtedness provided by ROCGAS's sponsor, Brookfield Asset Management Inc. (BAM). The Stable Outlook is based on solid performance versus Fitch targets and expectations for a continued improvement in market fundamentals leading to more consistent and higher values ascribed to natural gas storage. KEY RATING DRIVERS Upside Options Remain: Natural gas supply disruptions in California caused very high prices in that market at the end of calendar 2022. Results for the year ending March 31, 2023 will likely benefit from this pricing volatility. ROCGAS results for the year ended March 31, 2021 were greatly increased by similar volatility related to Winter Storm Uri. While it remains the company's intention to generate a larger portion of EBITDA from fixed-fee for storage contracts, Optimization and short-term storage service (STS) contracts continue to offer ROCGAS an attractive option to take advantage of near-term pricing volatility. Fitch expects a greater portion of ROCGAS' EBITDA to come from fixed-fee contracts as customer's recognize and contract for higher value natural gas storage in general and access to storage concerns in Alberta abate. Seasonal Spreads in Focus: Time-spreads, the difference between natural gas prices in summer versus winter months, are one of the main drivers of the fees ROCGAS can charge for its storage services. These spreads are driven by regional market and nonmarket factors. ROCGAS operates in distinctly different regions of North America, the most important of which are the AECO Hub in Southern Alberta and PG&E Citygate in Northern California. Spreads expanded at AECO over the course of fiscal 2023 YTD, relative to recent years, largely resulting from uncertainty around access to storage in the summer. AECO time-spreads currently remain at relatively constructive levels. At PG&E Citygate, time-spreads remained strong throughout calendar 2022, compared to recent years, with a significant near-term price increase witnessed in the month of December, persisting into January 2023. This drove extrinsic value for those with natural gas in storage in Northern California, including ROCGAS. Prices have moderated in California as temporary supply constraints have eased. Aim is for More Contracted Revenue: ROCGAS has set targets for the allocation of capacity to longer-term firm storage service (FSS) contracts, STS contracts and matched-booked proprietary storage positions (Optimization). The targeted allocation includes a higher percentage of FSS and STS contracts than currently exists. The trend of lower natural gas storage values across North America witnessed over the past number of years, versus longer dated history, has incited ROCGAS to sign shorter contract tenures and increase capacity used for optimization, as well as reduce overall utilization. This trend has largely reversed in California. Fitch views management's ability to both successfully re-contract where appropriate and replace lost contracted dollars with optimization revenue as central to the internally-driven aspect of the ROCGAS story. Fitch would view contract lengths at or beyond three years in Alberta and/or California, along with high overall utilization rates, as supportive of a stronger credit profile. Leverage and Liquidity: With the repayment of the senior secured notes in September 2022 and partial replacement with a two-tranche term loan, ROCGAS has meaningfully reduced near-term leverage. Given the relatively short-dated maturity of the new term loans, Fitch expects a further leveraging transaction in the coming months. As such, Fitch expects EBITDA leverage to be around 5.0x over the forecast period. This is strong for the current rating category. As of Nov. 9, 2022, ROCGAS had $177 million of available liquidity, between its ABL, unsecured revolver provided by Brookfield and cash on hand. Fitch notes that, given the higher relative levels of natural gas prices across North America as well as very large volatility witnessed in the California market in particular at the end of 2022, ROCGAS' current liquidity position is likely lower than last reported results. The primary use of liquidity for the company is the purchase of natural gas, which is in turn immediately sold forward. Fitch views this strategy of using short-term debt instruments as appropriate. The refinancing/repayment of the existing term loans in a timely fashion holds heightened importance for Rockpoint's credit profile. Rating Linkages: A parent-subsidiary relationship exists between ROCGAS (parent) and RGSCAN (subsidiary). Fitch determines ROCGAS' standalone credit profile (SCP) based upon consolidated credit metrics. Fitch considers RGSCAN to have a stronger SCP than ROCGAS. As such, Fitch has followed the stronger subsidiary path. Fitch views legal ringfencing as open as there are guarantees that flow between the parent and the subsidiary. Fitch evaluates Access & Control as open as well given ROCGAS' 100% ownership and control of RGSCAN, as evidenced by the subsidiary's financial statements being consolidated in the parent's group financial statements. This more than offsets the mix of external and internal funding sources at RGSCAN. Due to the aforementioned linkage considerations, Fitch will rate both entities based on the consolidated credit profile and assign the same IDRs. DERIVATION SUMMARY ROCGAS is somewhat unique in Fitch's rated midstream universe in that it is the only pure play natural gas storage business. The most direct peer comparison available is TransMontaigne Partners LLC (B+/Stable). Both companies derive a high percentage of revenue and EBITDA from storing a commodity or commodities for a negotiated fixed fee over a period of time. ROCGAS focuses on natural gas whereas TransMontaigne is a terminaling company focusing on crude oil. ROCGAS operates in the Canadian province of Alberta as well as a few U.S. states, most notably California and Texas, while TransMontaigne operates in 20 U.S. states. Fitch views the business risk as lower at TransMontaigne, compared to ROCGAS, due to a combination of longer relative contract duration and TransMontaigne's essentially 100% fixed-fee business mix, both of which provide better relative revenue assurance. ROCGAS utilizes matched-booked proprietary storage positions to increase returns/utilize unused storage capacity. TransMontaigne also benefits from greater geographic diversification and larger scale. ROCGAS generates roughly half the annual EBITDA compared to TransMontaigne, in most years. Somewhat offsetting the perceived higher relative business risk, Fitch has forecasted leverage at ROCGAS to be 1.0x-1.5x lower than TransMontaigne. Fitch expects ROCGAS' EBITDA leverage to be around 5.0x over the forecast period. Following a leveraging transaction completed in 4Q21, TransMontaigne has leverage that is projected to move from around 6.5x at YE 2022 to closer to 6.2x over the forecast period. Fitch views the higher business risk, lower revenue assurance and smaller relative size (as measured by annual EBITDA), partially offset by lower leverage, as the main factors driving the two-notch difference between the IDRs of TransMontaigne and ROCGAS. KEY ASSUMPTIONS - A historically typical summer injection season along with the maintenance of stronger relative time-spreads, compared to recent history, allowing natural gas storage levels at the AECO HUB to enter winter 2023/2024 at sufficient levels and Rockpoint to modestly increase its fixed-fee storage capacity utilization; - New contract and Optimization revenue both reflect on a near-term basis time-spreads near current levels, supported by natural gas storage inventories in Alberta and California measurably below recent historical averages; - The absolute level of Alberta prices, which is a driver of asset-based credit facility usage, reflects a continued large discount to NYMEX Henry Hub prices in the medium term. In turn, the Henry Hub prices reflect the Fitch price deck; - Performance under existing contracts with third-parties produces the cash flows management forecasts; - Capex of approximately $15 million to $20 million per year (minimal growth spending); - The $50 million and $150 million term loans, due in September 2023 and December 2024, respectively, are refinanced prior to maturity with a new term loan; - Brookfield Asset Management Inc. continues to cause its subsidiary to provide a $100 million unsecured revolving credit facility for ROCGAS' liquidity; - All BAM-held (or BAM-affiliate-held) debt at ROCGAS or RGSCAN remains subordinated; - Return of capital to sponsor, including repayment of sponsor-provided subordinated debt, consistent with excess cash flow assumptions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - A meaningful increase in the percentage of working gas capacity tied to contracts with three years or more left and EBITDA leverage is expected to be 5.5x or less on a sustained basis; - EBITDA leverage sustained below 4.0x without a meaningful increase in the percentage of working gas capacity tied to contracts with three years or more left. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage sustained above 7.5x and/or adjusted EBITDA interest coverage below 1.5x; - A future decrease in the percentage of working gas capacity tied to multi-year contracts; - The existence of liquidity pressures including, but not limited to, debt maturities. Special attention will be paid to the timely refinancing/repayment of the $50 million term loan due September 2023 and the $150 million term loan due December 2024; - Change in the way the company structures new debt issuances (such as without full guarantees, or debt at affiliates); - Change in terms regarding Brookfield debt instruments that are adverse to third-party senior creditors. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: ROCGAS has adequate liquidity stemming from a Sept. 30, 2022 cash balance of just over $29 million. The company has availability under its secured asset-based revolving credit facilities (ABL) of $70 million and an unutilized $100 million unsecured revolver with Brookfield (Brookfield Revolver). Collectively, the company has $177 million of available liquidity as of Nov. 9, 2022. ROCGAS' secured asset-based revolving credit facilities mature in December 2024. The total commitment under the facilities is $250 million, however, in July 2022 the maximum borrowing capacity was increased to $280 million on a temporary basis until March 31, 2023. ROCGAS can only draw on these facilities to the extent allowed under the current borrowing base (which is in turn largely based on the value of natural gas inventory held). As of Sept. 30, 2022, the borrowing base collateral totalled $236 million. The company was in compliance with all of its debt covenants as of Sept. 30, 2022 and Fitch forecasts it to remain within those covenants over the forecast period. The company has the option to defer or pay interest in kind on its $100 million unsecured Brookfield Revolver (as well as certain promissory notes held by BAM). The maturity date on the Brookfield Revolver is 180 days after the ABL. With the refinancing of its secured notes, the company's earliest debt maturity is a $50 million term loan due September 2023, followed by a $150 million term loan and the ABL due December 2024. Lastly, the company has $400 million in outstanding subordinated unsecured promissory notes, called the Swan Notes, which were accounted for at Brookfield's transacted cost of $0 and bear no interest. The company utilizes its credit facilities largely to purchase natural gas inventory in the summer months to be sold at higher prices in the winter months. Given that ROCGAS hedges those open positions immediately with future/forward contracts this strategy of using short-term debt instruments appears appropriate. ISSUER PROFILE ROCGAS is the largest independent (i.e., not affiliated with a natural gas pipeline) owner of natural gas storage facilities in North America. ROCGAS owns or contracts for approximately 307 billion cubic feet of working gas storage capacity in Alberta, California, Texas and Oklahoma. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch's leverage metrics are based on financial data contained in Rockpoint Gas Storage Partners LP's audited combined consolidated financial statements. These statements perform a combination of (a) the consolidated results of Rockpoint Gas Storage Partners LP with (b) affiliate entities that are not Rockpoint subsidiaries nor Rockpoint investees. The key affiliate entities so combined are Lodi Gas Storage, LLC and BIF II Tres Palacios Aggregator (Delaware) LLC. Fitch has applied 100% equity credit to subordinated indebtedness provided by ROCGAS' sponsor, BAM. ESG CONSIDERATIONS Rockpoint Gas Storage Partners, L.P. has an ESG Relevance Score of '4' for Group Structure as private-equity backed midstream entities typically have less structural and financial disclosure transparency than publicly traded issuers. The score of '4' for Group Structure reflects the complex group structure amongst ROCGAS, RGSCAN and the ultimate Sponsor, Brookfield Asset Management, including material inter-family/related party transactions with affiliate companies. This has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Prior ----------- ------ ----- Rockpoint Gas Storage Partners, L.P. LT IDR B- Affirmed B- Rockpoint Gas Storage Canada Ltd. LT IDR B- Affirmed B- RUBRYC THERAPEUTICS: Taps Fennemore Wendel as Special Counsel ------------------------------------------------------------- Rubryc Therapeutics, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Fennemore Wendel, LLP as special counsel. The Debtor requires the assistance of special conflicts counsel to review and analyze potential avoidable preferential transfers made to Dorey & Whitney LLP pre-bankruptcy, and, if deemed appropriate, to recover those assets. The firm's regular hourly rates range from $270 to $920. Lisa Lenherr, Esq., the lead attorney, will bill $540 per hour. The retainer fee is $10,000. Ms. Lenherr, a partner at Fennemore Wendel, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark S. Bostick, Esq. Lisa Lenherr, Esq. Fennemore Wendel LLP 1111 Broadway, 24th Floor Oakland, CA 94607-4036 Tel: (510) 834-6600 Fax: (510) 834-1928 Email: mbostick@fennemorelaw.com llenherr@fennemorelaw.com About Rubryc Therapeutics RubrYc Therapeutics, Inc. -- http://www.rubryc.com/-- is a biotechnology company that integrates chemistry and computation to decode therapeutically significant protein interfaces, revolutionizing the discovery of antibody-based drugs. The company is based in San Carlos, Calif. RubrYc Therapeutics filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-30583) on Oct. 27, 2022. In the petition filed by its chief executive officer, Isaac Bright, M.D., the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Dennis Montali oversees the case. Dorsey & Whitney, LLP, Fennemore Wendel, LLP and Countsy, an RGP Company serve as the Debtor's bankruptcy counsel, special counsel and accountant, respectively. SANOTECH 360: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized SanoTech 360, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through February 26, 2023. The Debtor requires the use of cash collateral to continue the operation of its business. As adequate protection, Texas Bank and Trust Company is granted a replacement lien in the Debtor's assets that serve as collateral under the Lender's applicable agreements, in the same order of priority that existed as of the Petition Date. To the extent it has a valid security interest as of the Petition Date, the Lender will have a post-petition security interest in the proceeds, products, offspring or profits of any property acquired by the Debtor after the Petition Date. The Replacement Liens granted will not prime any senior liens to the extent the liens exist and are valid, perfected, and unavoidable, including statutory liens held by any ad valorem tax authority for prepetition and postpetition taxes. As additional partial adequate protection for the Debtor's use of cash collateral, 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 and Superpriority Claim are subject and subordinate to a carve-out of funds for: a. all fees required to be paid to the Clerk of the Bankruptcy Court, b. all fees required to be paid to the Office of the United States Trustee, and c. all fees and expenses of the Debtor's professionals, including ordinary course professionals, to the extent such fees and expenses are provided for in the Budget or any subsequent budgets and allowed by Order of the Bankruptcy Court . 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 final hearing on the matter is set for February 23, 2023 at 1:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3Yg0JyC from PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $7,900 for the week ending February 5, 2023; $35,025 for the week ending February 12, 2023; $7,900 for the week ending February 19, 2023; and $51,125 for the week ending February 27, 2023. About SanoTech 360, LLC SanoTech 360, LLC manufactures high-quality, advanced electrostatic sprayers designed to apply disinfectant more efficiently than conventional methods. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40261) on January 29, 2023. In the petition signed by George R. Robertson, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, represents the Debtor as legal counsel. SAVESOLAR CORPORATION: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- SaveSolar Corporation Inc. 23-00045 810 7th Street NE Washington, DC 20002 SaveSolar Alpha Holdco LLC 23-00046 810 7th Street NE Washington, DC 20002 Business Description: SaveSolar is a solar energy company in Washington, D.C. Chapter 11 Petition Date: February 2, 2023 Court: United States Bankruptcy Court District of Columbia Judge: Hon. Elizabeth L. Gunn Debtors' Counsel: Bradford F. Englander, Esq. WHITEFORD, TAYLOR & PRESTON LLP 3190 Fairview Park Drive Suite 800 Falls Church, VA 22042-4510 Tel: 703-280-9081 Email: benglander@wtplaw.com Each Debtor's Estimated Assets: $1 million to $10 million Each Debtor's Estimated Liabilities: $10 million to $50 million The petitions were signed by Karl Unterlechner as president. Full-text copies of the petitions containing, among other items, lists of the Debtors' 20 largest unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2MAJZHY/SaveSolar_Corporation_Inc__dcbke-23-00045__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/ZERDYJA/SaveSolar_Alpha_Holdco_LLC__dcbke-23-00046__0001.0.pdf?mcid=tGE4TAMA SCHAEFERS SERVICE: Unsecureds Will Get 10% of Claims in 60 Months ----------------------------------------------------------------- Schaefers Service, Inc., submitted an Amended Disclosure Statement to accompany Chapter 11 Plan dated January 31, 2023. The Debtor-in-Possession's plan was primarily dependent on ongoing Service Station/Automobile Repair service. Class III shall consist of the timely filed, allowed Amended claim (POC #2) of the Commonwealth of Pennsylvania, Department of Revenue, Bankruptcy Division, PO Box 280946, Harrisburg, PA 17128 0946, hereinafter referred to as "PaRev". PaRev filed Proof of Claim No. 2 indicating a secured claim of $108,813.12, Priority Claim of $26,479.71 and Unsecured Non-Priority Claim of $66,473.24. The Debtor and PaRev agree/stipulate to treat the following treatment of the tax claims of the Commonwealth: "The priority claim to be paid through the plan (including any lump sum payment on the Effective Date and then monthly plan payments) is $276,767.60. [This amount covers principle and interest for all periods enumerated in the attachment to the proof of claim - except SA1 2021, the more recent audit. This amount does include SA1 2019, the older audit which is continuing to accrue interest. The GUC claim [General Unsecured Claim] to be paid through the plan is $41,589.97, covering fees and penalties for the same periods. [PaRev] agree[s] that SA1 2021, in the total amount of $117,408.50, will be paid or otherwise dealt with outside of the plan and this amount is nondischargeable. Regular plan default and discharge provisions will apply to the amounts paid through the plan." The Commonwealth is agreeable to treat its claim a Priority Claim. As such, the Debtor shall make a lump sum payment in the amount of $150,000.00 toward this recategorized, priority claim on the Effective Date of the plan. The balance of $126,767.60 shall be paid in equal monthly payments of $2,112.79 over 60 months following confirmation of the Plan. Payments begin 30 days following confirmation. Class V shall consist of the timely filed, undisputed, allowed claims of unsecured creditors. This class totals in the amount of $73,374.87. These unsecured claims shall be paid 10% over a 60-month period, pro rata. Debtor may elect to payoff each claim earlier than 60 months should funds be available. The Plan does not provide for release of the debtors or any non-debtor parties. The following unsecured creditors have been timely filed: * Internal Revenue Service, 1000 Liberty Avenue, M/S 711B, Pittsburgh, PA 15222-3714 (POC# 1) - $30,585.06; * Cellco Partnerhsip d/b/a Verizon Wireless, c/o William M. Vermette, 22001 Loudon County Pkwy, Ashburn, VA 20147 (POC# 3) - $1,199.84; * Commonwealth of Pennsylvania, Department of Revenue, Bankruptcy Division, PO Box 280946, Harrisburg, PA 17128-0946 - Amended POC #2 - $41,589.97. State source of funds for planned payments, including funds necessary for capital replacement, repairs, or improvements will come from ongoing business operations. A full-text copy of the Amended Disclosure Statement dated January 31, 2023 is available at https://bit.ly/3RwGHOi from PacerMonitor.com at no charge. Counsel for the Debtor: Edgardo D. Santillan, Esq. Santillan Law, PC 775 Fourth Street Beaver, PA 15009 Telephone: (724) 770-1040 Facsimile: (412) 774-2266 Email: ed@santillanlaw.com About Schaefers Service Schaefers Service, Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-22537) on Nov. 24, 2021, listing as much as $1 million in both assets and liabilities.Â Â Judge Carlota M. Bohm oversees the case. Edgardo D. Santillan, Esq., at Santillan Law, PC and Bononi & Company, P.C., serve as the Debtor's legal counsel and accountant, respectively. SERTA SIMMONS: Bankruptcy Court to Consider Hearing Lenders Dispute ------------------------------------------------------------------- Rick Archer of Law360 reports that the Texas bankruptcy judge overseeing Serta Simmons Bedding LLC's Chapter 11 case Friday, January 27, 2023, asked the mattress maker to submit a request to pause an attempt to move a New York suit over the company's 2020 loan recapitalization to federal court in New York. Lenders' Lawsuit The Ad Hoc Group of First Lien Lenders (which are identified by the Debtors as the Non-PTL Term Loan Lenders) are plaintiffs in a significant, already pending litigation against Serta and other Term Loan Lenders (referred to as the "Favored Lenders") for, among other things, money damages related to a recapitalization transaction entered into by the Debtors in June 2020 (the "Unlawful Exchange Transaction"), which the Ad Hoc Group of First Lien Lenders asserts violated the First Lien Term Loan Agreement by improperly elevating the claims of other lenders under the First Lien Term Loan Agreement. The litigation of these claims against the Favored Lenders was initially commenced in the New York State Supreme Court. However, shortly after the commencement of the Debtors' chapter 11 cases, the claims solely against the Favored Lenders for breaches of the First Lien Loan Agreement and breach of the implied covenant of good faith and fair dealing under the First Lien Term Loan Agreement were removed to the United States District Court for the Southern District of New York with the request that these claims be assigned to Judge Katherine Polk Failla. Judge Failla has presided for over two and a half years over a similar case challenging the very same Unlawful Exchange Transaction brought by a group of funds managed by LCM Asset Management. The Ad Hoc Group of First Lien Lenders seeks to pursue its claims against the Favored Lenders in the court most experienced and, as a consequence, best suited to hear and determine such claims -– the District Court for the Southern District Court of New York before Judge Failla. The Ad Hoc Group of First Lien Lenders are first lien lenders who collectively beneficially own more than $685 million of the $1.9 billion of loan that were outstanding in June 2020 under the Debtors' First Lien Term Loan Agreement. The LCM Lenders, which own $17.9 million of Debtors' First Lien Term Loans, 2016, haved joined in the request of the Ad Hoc Group of First Lien Lenders. Adversary Proceeding vs. Lenders On Jan. 24, 2023, Serta Simmons Bedding LLC et al. v. AG Centre Street Partnership et al., Adversary Case 23-03007, the Debtors and the PTL Lenders (Barings LLC, Credit Suisse Asset Management, LLC, and Invesco Senior Secured Management, Inc.) filed in Bankruptcy Court an adversary proceeding against the Non-PTL Term Loan Lenders, namely: * AG Centre Street Partnership L.P., AG Credit Solutions Non-ECI Master Fund, L.P., AG SF Master (L), L.P., AG Super Fund Master, L.P., Silver Oak Capital, L.L.C. (together, "Angelo Gordon"), * Ascribe III Investments, LLC, * Columbia Cent CLO 21 Limited, Columbia Cent CLO 27 Limited, Columbia Floating Rate Income Fund, a series of Columbia Funds Series Trust II, Columbia Strategic Income Fund, a series of Columbia Funds Series Trust I (together, "Columbia"), * Contrarian Capital Fund I, L.P., Contrarian Centre Street Partnership, L.P., Contrarian Distressed Debt Fund, L.P. (together "Contrarian"), * Gamut Capital Serta Simmons Bedding, LLC, * LCM XXII Ltd., LCM XXIII Ltd., LCM XXIV Ltd.., LCM XXV Ltd., LCM 26 Ltd., LCM 27 Ltd., LCM 28 Ltd. (together, "LCM"), * North Star Debt Holdings, L.P. ("North Star" or "Apollo"), * Shackleton 2013-III CLO, Ltd., Shackleton 2013-IV- R CLO, Ltd., Shackleton 2014-V-R CLO, Ltd., Shackleton 2015-VII-R CLO, Ltd., Shackleton 2017-XI CLO, Ltd. (together, "Shackleton"), * Z Capital Credit Partners CLO 2018-1 Ltd., and Z Capital Credit Partners CLO 2019-1 Ltd. (together, "Z Capital"). In the Adversary Proceeding, the Debtors are asking the Bankruptcy Court to rule on the dispute with the Non-PTL Term Loan Lenders. Specifically, Plaintiffs seek a declaratory judgment that the Transaction fully complied with the terms of the Non-PTL Term Loan Agreement and that Plaintiffs did not violate the covenant of good faith and fair dealing by entering into the Transaction. According to the Debtors, this adversary proceeding seeks to enforce a financing and debt exchange transaction (the "Transaction") that provided Serta Simmons Bedding with much-needed liquidity during the depths of the COVID-19 pandemic. The Transaction reduced the company's debt by roughly $400 million, lowered its all-in interest expense, and increased its cash position to $300 million. The pre-existing first-lien lenders who entered into the deal—Plaintiff PTL Lenders -- had held a majority of Serta Simmons Bedding's debt. In exchange for the substantial reduction in that debt, the PTL Lenders obtained super priority status on the new debt they issued. A proposal by other lenders, including Defendants Angelo Gordon, Gamut, and North Star, would have siphoned off a large portion of collateral -- including Serta Simmons Bedding's crown-jewel intellectual property -- away from the first-lien lenders and into a newly formed subsidiary to benefit those participating lenders alone. After an extensive review process that involved outside advisors and the creation of an independent finance committee, the independent directors rejected that much-less favorable proposal and accepted the PTL Lenders' proposal. "The lenders with the losing proposal then sought to achieve in litigation what they could not achieve in negotiation. But their litigation has proven just as unsuccessful. They first sued in New York state court to try to block the Transaction before it closed, arguing that the Transaction unlawfully subordinated their debt under the Non-PTL Term Loan Agreement. The New York court rejected that request and allowed the Transaction to close. Undeterred, Defendants have spent the last two and a half years asking both state and federal courts in New York to undo the 2020 refinancing Transaction. No court has done so," the Debtors said Jan. 24, 2023, in its complaint filed in Bankruptcy Court. Venue Disputed The Debtors and the ad hoc group of PTL Lenders insist that the dispute with the Third Out Lenders / Ad Hoc Group of First Lien Lenders / Non-PTL Lenders should be heard by the Bankruptcy Court. According to the Debtors in a Jan. 26 filing, "The Non-PTL Lenders object to the Adversary Proceeding being resolved by the Bankruptcy Court. This objection is really just an objection to the Debtors' Plan, which incorporates and enforces the priorities and treatment provided by a subordination agreement pursuant to section 510(a) of the Bankruptcy Code. The resolution of the Plan and the Adversary Proceeding inextricably linked with the Plan are core matters that must be determined by the Bankruptcy Court. This path is the Debtors' preferred path and is the only path that can provide the Debtors and their stakeholders with certainty upon emergence from these chapter 11 cases. "Re-affirming the validity of the 2020 Transaction is at the heart of the bankruptcy cases before this Court. That was readily apparent from the Debtors’ first day hearing: discussion of the litigation around the 2020 Transaction dominated the hearing. Over half of the ankruptcy because it addresses the Debtors' capital structure, including the validity, priority, and extent of liens, the enforcement of a subordination agreement, and claims administration. Even if the Third Out Lenders are looking for monetary damages only -- as they seemed to suggest at the first day hearing (despite years of litigation consistently seeking to unwind the transactions) -- these monetary damages claims would still directly impact Serta Simmons Bedding, LLC because of its indemnification obligations to the PTL Lender Group," the Ad Hoc Group of PTL Lenders said in court filings. "Instead of acknowledging this, the Third Out Lenders are trying to come up with any theory that would allow them to litigate these core bankruptcy issues outside bankruptcy court. But they removed claims they asserted in a New York state court lawsuit against the PTL Lender Group to federal court expressly because of the suit's connection to this bankruptcy. Now they want to avoid the natural consequence of that connection: that the bankruptcy court should resolve the dispute that will impact the estate and determine the priority of liens. To put an end to years of gamesmanship by the Third Out Lenders, and to ensure an expedient resolution that will allow the company to emerge and operate going forward without a burdensome litigation overhang, this Court should determine the validity of the 2020 Transaction as part of the Adversary Proceeding the Company and certain of the PTL Lender Group filed on January 24, 2023. See In re: Serta Simmons Bedding LLC, et al., No. 23-09001. And the automatic stay should be enforced or applied as to the renewed New York action the Third Out Lenders just removed (the "Prepetition Action"), as requested by the Adversary Proceeding filed by the Company later the same day." 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. After reaching a deal with stakeholders on a plan that will significantly reduce the company's debt, Serta Simmons Bedding and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90020) on Jan. 23, 2023. In the petition signed by CFO John Linker, Serta Simmons disclosed up to $10 billion in both assets and liabilities. The Debtors tapped WEIL, GOTSHAL & MANGES LLP as counsel; EVERCORE GROUP L.L.C. as investment banker; and FTI CONSULTING, INC., as financial advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. SHAAN AND KHAN: Gets OK to Hire The Pope Law Firm as Counsel ------------------------------------------------------------ Shaan and Khan, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Pope Law Firm as its legal counsel. The firm's services include: a) analysis of the financial situation and advising the Debtor of its duties; b) preparation and filing of schedules of assets and liabilities, statements of affairs and legal papers; c) representation of the Debtor at the first meeting of creditors and such other services as may be required during the course of its Chapter 11 bankruptcy proceedings; d) representing the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; e) preparing and filing a Chapter 11 plan of reorganization; and f) assisting the Debtor in any matters relating to or arising out of the bankruptcy case. The Pope Law Firm will be paid at the rate of $400 per hour and will be reimbursed for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $10,000. James Pope, Esq., a partner at The Pope Law Firm, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James Q. Pope, Esq. The Pope Law Firm 607 New Bridge Street Jacksonville, NC 28540 Telephone: (910) 347-9340 Email: jamesp@thepopelawfirm.com About Shaan and Khan Shaan and Khan, Inc., a company in Kingwood, Texas, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Texas Case No. 22-33639) on Dec. 6, 2022, with $1,175,000 in assets and $947,522 in liabilities. Muhammad Shahbaz Khan, president of Shaan and Khan, signed the petition. Judge Marvin Isgur oversees the case. The Pope Law Firm serves as the Debtor's legal counsel. SHO HOLDING: $233M Bank Debt Trades at 30% Discount --------------------------------------------------- Participations in a syndicated loan under which SHO Holding I Corp is a borrower were trading in the secondary market around 70.5 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $233 million facility is a Term loan that is scheduled to mature on April 27, 2024. The amount is fully drawn and outstanding. SHO Holding I Corp operates as a holding company. The Company, through its subsidiaries, designs and manufactures athletic and non-athletic footwear products. SIGNAL PARENT: $550M Bank Debt Trades at 24% Discount ----------------------------------------------------- Participations in a syndicated loan under which Signal Parent Inc is a borrower were trading in the secondary market around 76 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $550 million facility is a Term loan that is scheduled to mature on April 1, 2028. About $541.8 million of the loan is withdrawn and outstanding. Signal Parent, Inc. provides interior design services. SILVER CREEK: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Silver Creek Investments, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to continue its ordinary course of business operations and maintain the value of its bankruptcy estate. According to the court order, the Debtor is permitted to collect cash collateral in the form rents by its tenants for the month of December 2022 and each month thereafter as well as any uncollected pre-petition rents that are collected post-petition. In the event the Debtor collects additional rent from its tenants during January 2023 after payment of expenses, the Debtor may pay additional sums to Bank of Desoto on its secured claim up to a maximum of $23,171. The Court held that the Interim Order is sufficient and conclusive evidence of the priority and validity of the security interest in and liens, including replacement liens, on the Debtor's assets granted to the Bank of Desoto without the necessity of filing, recording, or serving any documents which may otherwise be required under federal or state law in any jurisdiction or the taking of any action to validate or perfect the security interest and liens granted to the secured creditor. A final hearing on the matter is set for February 3, 2023 at 9:30 a.m. A copy of the order is available at https://bit.ly/3wWDcqF from PacerMonitor.com. About Silver Creek Investments Silver Creek Investments, LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 22-42956) on Dec. 5, 2022, with up to $50,000 in both assets and liabilities. Judge Edward L. Morris oversees the case. The Debtor is represented by Marilyn D. Garner, Esq., at the Law Offices of Marilyn D. Garner. SILVER STATE: Mincin Law Seeks Chapter 11 Trustee Appointment ------------------------------------------------------------- Mincin Law, PLLC, a creditor of Silver State Broadcasting, LLC, is seeking the appointment of a bankruptcy trustee to manage the Chapter 11 cases of the company and its affiliates. In a motion filed with the U.S. Bankruptcy Court for the District of Nevada, the Las Vegas-based law firm said an independent trustee is necessary to ensure objective evaluation of the Federal Communications Commission licenses, which are the companies' primary assets. In November last year, VCY America, Inc. served the companies a letter of intent and made an offer to buy their radio licenses for $4.5 million. However, Edward Stolz, Silver State Broadcasting's principal, claims each license is worth as much as $15 million. David Mincin, Esq., at Mincin Law, expressed doubt Mr. Stolz and his companies are willing to let go of their primary assets. "There is no indication that any response has been made to the VCY letter of intent and there is no indication that [Silver State Broadcasting] is balancing the interests of all creditors in the administration of these assets," Mr. Mincin said. "It is apparent from the record that the FCC licenses owned by the estate are the life work of Mr. Stolz and he is willing to fight to keep them at any cost," the attorney also said. Mr. Mincin may be reached at: David Mincin, Esq. Mincin Law, PLLC 7465 W. Lake Mead Blvd., Suite 100 Las Vegas, NV 89128 Phone: (702) 852-1957 Email: dmincin@mincinlaw.com About Silver State Broadcasting Las Vegas-based Silver State Broadcasting, LLC and its affiliates run an independent radio broadcasting company. Three of the radio stations (KFRH, KREV and KRCK-FM) are the primary assets. Silver State Broadcasting, Major Market Radio, LLC and Golden State Broadcasting, LLC filed voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19, 2021. In its petition, Silver State listed up to $50 million in assets and up to $1 million in liabilities. Judge August B. Landis oversees the cases. Stephen R. Harris, Esq., at Harris Law Practice, LLC and Wood & Maines, P.C. serve as the Debtors' bankruptcy counsel and special counsel, respectively. The Debtors filed their disclosure statement and proposed plan to exit Chapter 11 protection on May 2, 2022. SILVERADO STREET: Returns to Chapter 11 Bankruptcy -------------------------------------------------- Silverado Street LLC recently filed for chapter 11 protection in the Southern District of California. The Debtor disclose $18,000,000 in assets against $10,638,073 in liabilities in its schedules. The petition states that funds will be available to unsecured creditors. The Debtor owns the property at 7724 Prospect Place, La Jolla, CA 92037, which includes a 9,000 square feet single-family residence, with the property valued at $13 million. The Debtor's principal and his spouse resides in the property. The Debtor also has mineral rights in 140 acres in Wasco, California -- the value of the Debtor's interest is unknown at this time. The Debtor has a 1% interest in Tapia Canyon Management, LLC, a real estate investment company. Tappia currently does not own any real property asset. It has a $9 million judgment against a third party but the likelihood of recovery is unknown. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Feb. 28, 2023 at 3:00 p.m. in Room 1234 (B). To access telephonic conference on telephone line: 877-874-4964 (participant passcode: 9790041#). About Silverado Street LLC Silverado Street LLC has sought Chapter 11 bankruptcy several times in the past, including on Dec. 9, 2014 (Bankr. S.D. Cal. Case No. 3:14-bk-09543). Silverado Street returned to Chapter 11 bankruptcy (Bankr. S.D. Cal. Case No. 23-00108) Jan. 21, 2023. In the petition filed by William J. Barkett, as managing member, the Debtor reported assets and liabilities between $10 million and $50 million each. The case is overseen by Honorable Bankruptcy Judge Margaret M Mann. The Debtor is represented by: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 1299 Prospect Street, Suite 305 La Jolla, CA 92037 SM WELLNESS: $100M Bank Debt Trades at 30% Discount --------------------------------------------------- Participations in a syndicated loan under which SM Wellness Holdings Inc is a borrower were trading in the secondary market around 70.4 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $100 million facility is a Term loan that is scheduled to mature on April 15, 2029. The amount is fully drawn and outstanding. Headquartered in Addison, Texas, SM Wellness Holdings, Inc. -- Solis -- is a provider of mammography services, operating over 90 centers across eight states dedicated to annual screenings, diagnostic mammograms, breast ultrasounds, biopsies and bone density screenings. Since August 2018, Solis is majority owned by private equity sponsor Madison Dearborn Partners. SOUTH AMERICAN BEEF: Court OKs Final Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Iowa authorized South American Beef, Inc. to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor is directed not to use cash collateral for payment of any expense items listed on the budget that would result in payment of a pre-petition obligation owed by the Debtor. JPMorgan Chase Bank, N.A. holds liens on and security interests in, among other things, the Debtor's personal property and fixtures, and all proceeds thereof, all as more particularly described and evidenced by those security agreements executed by the Debtor on various dates and per financing statements filed with the Iowa Secretary of State on various dates. As of the Petition Date, Chase asserts -- and the Debtor agrees -- that not less than $14.099 million, plus accrued interest and fees and expenses, was outstanding under the Chase Loan and Security Documents. Stella Foods Australia Pty Ltd., a supplier of cold storage meat to the Debtor, with a scheduled claim against the Debtor in the amount of $6.3 million. Stella Foods asserts it has delivered meat to the Debtor on a consignment basis, and that the Debtor currently holds meat (held in third party storage facilities) or has previously sold meat in which Stella Foods claims to hold title. Lineage Logistics, LLC, Americold, Atlantic Coast Freezer, Berkshire Refrigerator, CPS Distribution, Crossroads Cold, Freezpak Logistics, Iowa Cold Storage, JE Xports, NEP Cold Storage, PCC Logistics, RLS/Gress Cold Storage, and Service Cold Storage each assert to hold state law warehousemen's liens against inventory of the Debtor held in their respective storage facilities. As adequate protection, Chase is granted the claims, liens, rights and benefits set forth in the Order, provided, however, that the adequate protection claims and liens will only be available to Chase and Chase may only make a claim on account of the claims and liens to the extent any Diminution or Adequate Protection Obligations arise with respect to the Debtor's use of the cash collateral and/or Chase Pre-Petition Collateral. The Adequate Protection Obligations due to Chase will constitute superpriority claims against the Debtor in the amount of the Diminution as provided in section 507(b) of the Bankruptcy Code, with priority in payment over any and all unsecured claims and administrative expense claims against the Debtor. As security for the Adequate Protection Obligations, Chase is granted a valid, binding, continuing, enforceable, fully-perfected, non-avoidable first priority liens and replacement liens on, and security interest in all existing pre-petition and post-petition assets and proceeds thereof of the Debtor. The Debtor will make regular adequate protection payments of interest to Chase as set forth in the Approved Budget, and, in addition, on the first business day of each week the Debtor will make a payment to Chase, to be applied in accordance with the Credit Agreement in the amount equal to the amount by which the Debtor's cash on hand exceeds $1 million. The Debtor's right to use cash collateral will terminate on the earliest to occur of: (a) without further notice or court proceeding upon the entry by the Court of an order (i) dismissing the Debtor's chapter 11 case, or (ii) converting the Debtor's chapter 11 case to a case under chapter 7 of the Bankruptcy Code; and (b) each subject to actual written notice being filed on the docket by Chase and served upon the Debtor's counsel, and the Debtor having five business days after the filing to cure or object to such Termination Event: (i) the debtor files a motion for approval of one or more sales of the Chase Pre-Petition Collateral under section 363 of the Bankruptcy Code that is not acceptable to Chase; (ii) the closing of the sale of all or substantially all of the Debtor's assets (whether in one transaction or a series of related or unrelated transaction); (iii) the filing of a plan of reorganization or liquidation that is not acceptable to Chase; (iv) the effective date of a confirmed chapter 11 plan of reorganization or liquidation; (v) the failure by the Debtor to timely perform any of the material terms, provisions, conditions, covenants, or other obligations under the Order, including any failure to comply with the Approved Budget subject only to the Permitted Variances and including any failure to comply with the Liquidation Milestones; (vi) the entry of an order of the Court determining that the Debtor's plan of reorganization or liquidation does not provide for the indefeasible payment in full, in cash, of all Adequate Protection Obligations; (vii) the Bankruptcy Court having entered an order granting relief from the automatic stay to the holder or holders of any claim or security interest (other than Chase) of which the relevant security interest has a value of at least $100,000, as determined by the Bankruptcy Court; (viii) the Debtor fails to provide any financial reports, other accounting information, or access to its books and records, as required by the Order; (ix) any modifications, amendments, reversals, or extensions to the Order that are not approved in writing by Chase; or (x) unless Chase otherwise consents to a different date in writing (including via email), June 13, 2023. A copy of the order is available at https://bit.ly/40pQREk from PacerMonitor.com. About South American Beef, Inc. South American Beef, Inc. specializes in the purchase, import, and sales of high-quality beef, lamb, goat, mutton, veal, seafood, and poultry game meats from well-known packing plants. South American Beef was established in 1999. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on December 13, 2022. In the petition signed by Alejandra M. Vidal-Soler, president, the Debtor disclosed up to $50 million in assets and liabilities. Judge Anita L. Shodeen oversees the case. Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC, is the Debtor's counsel. SPARKS, NV: Moody's Upgrades Rating on Special Tax to Ba1 --------------------------------------------------------- Moody's Investors Service has upgraded the City of Sparks, NV's issuer rating to A1 from A2 and removed the ratings under review outlook. The issuer rating reflects the city's ability to repay debt and debt-like obligations without consideration of any pledge, security, or structural features. This action concludes a review that was initiated on November 3, 2022 in conjunction with the release of the US Cities and Counties Methodology. Concurrently, Moody's has upgraded the rating on the Sparks Tourism Improvement District No. 1, NV's (TID) Series 2019A bonds to Ba1 from Ba2 and revised the outlook to positive from ratings under review. The city has approximately $92 million in outstanding debt as of June 30, 2022. Moving forward Moody's will no longer rate the sales tax bonds under Sparks Tourism Improvement District No. 1, NV but under the City of Sparks, NV. RATINGS RATIONALE The A1 issuer rating reflects the city's growing economy and average resident income levels that continue to improve, supported by the continued economic diversification away from tourism and gambling industries. The rating further reflects recently improved fund balance and liquidity ratios resulting from strong consolidated tax receipts emerging from the pandemic, in addition to moderate leverage and fixed cost ratios. The strong pledged revenue growth emerging from the pandemic supports the upgrade of the special tax to Ba1. The rating reflects the district's narrow revenue pledge from a small tax base with significant retail concentration. The rating considers sufficient yearly debt service coverage; however, the escalating debt service schedule and large bullet maturity that is expected to require the use of the cash-funded reserve fund to fully cover debt service add considerable risk, especially should revenues begin to decline. Recent new development including the opening of a new casino within the project area will continue to help solidify revenue receipts, but uncertainty regarding the stability of current tenants remains in addition to economic conditions and inflationary impacts on retail sales. RATING OUTLOOK Outlooks are usually not assigned to local governments with this amount of debt. The positive outlook on the special tax rating reflects the expectation that pledged sales tax revenue will continue to experience healthy growth in the near-term and support improved maximum annual debt service coverage. The outlook also incorporates the expectation of continued in-fill growth in the project's tenant mix and no debt service reserve draws in the near-term. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Continued improvement in the city's reserve position and maintenance at improved levels (issuer rating) Improvement in resident income and/or full value per capita (issuer rating) Sustained trend of revenue increases leading to improved debt service coverage (special tax) Significant and sustained commercial expansion within project area (special tax) FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Significant decline in reserves or sustained trend of imbalanced operations (issuer rating) Contraction of the local economy and/or a decline in resident income (issuer rating) Material increase in long-term liabilities (issuer rating) Diminished tax receipts resulting in an inability to cover annual debt service (special tax) Loss of project area tenants that materially impacts the district's sales tax receipts (special tax) LEGAL SECURITY The Series 2019A TID bonds are secured by a senior lien pledge of 75% of sales tax revenues generated within the district through fiscal 2028, net of an administration fee of 1.75%. The distribution of pledged sales taxes will cease no later than June 30, 2028. The bonds were authorized under Nevada's Tourism Improvement District Law of 2005 that enabled creation of the district by the City of Sparks in 2007. Under statute, the preponderance of sales tax collections within the district must be attributable to tourism activity, subject only to a prior one-time certification. PROFILE The City of Sparks is located in the Washoe County (Aa2 stable) in the western part of Nevada and shares a border with the City of Reno (A1 stable). The city covers 36.55 square miles and serves 103,230 people. The Sparks Tourism Improvement District No. 1 is located in the City of Sparks and consists of a retail, dining and entertainment development called The Outlets at Legends. METHODOLOGY The principal methodology used in these ratings was US Cities and Counties Methodology published in November 2022. SPG HOSPICE: No Patient Care Concern, 5th PCO Report Says --------------------------------------------------------- Susan Goodman, the appointed patient care ombudsman for SPG Hospice, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a fifth interim report regarding the quality of patient care provided at the company's health care facility. The PCO continued to engage in regular phone updates with the hospice administrator and remote document review as described in previous reports. These continued efforts have not identified bankruptcy-related concerns. The PCO sought out the hospice medical director in the interim reporting period to have a frank discussion surrounding contingency planning. The hospice medical director relayed his approach to hospice patient admission assessment and service management. He expressed confidence that patient transfers could be accomplished rapidly on a contingency basis, leaving the PCO with no concerns in this regard. The hospice administrator remains actively engaged in discussions with patients and family members, including ensuring they are aware of the Chapter 11 filing. Likewise, he remains transparent with the PCO regarding his ongoing, operational performance improvement efforts that are unrelated to the bankruptcy. Core positions remained covered with staffing sufficient to handle current census demands. As needed, "PRN" staff provides additional support and coverage in the direct clinical roles in addition to the core staff team. A copy of the fifth ombudsman report is available for free at https://bit.ly/3wIJwSw from PacerMonitor.com. About SPG Hospice Established in 2018, SPG Hospice, LLC provides hospice services throughout Arizona but primarily located in the Phoenix metropolitan area. SPG Hospice's affiliate, Scottsdale Physicians Group, PLC, provides hospitalist staffing services for hospitals and physician staffing services to skilled nursing facilities and other post-acute settings. Its workforce is comprised of medical providers and disease support personnel. Meanwhile, United Telehealth Corp., another SPG Hospice affiliate, provides advanced virtual care medical services to patients in their homes throughout Arizona. It combines the remote provider aspect of traditional telemedicine with an in-person medical technician "Tech" who is physically present with the patient in their home or facility. SPG Hospice, Scottsdale and United Telehealth Corp. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 22-02385) on April 19, 2022. At the time of the filing, SPG Hospice listed up to $50,000 in assets and up to $500,000 in liabilities. Judge Eddward P. Ballinger, Jr. oversees the cases. Jonathan P. Ibsen, Esq., at Canterbury Law Group, LLP serves as the Debtors' legal counsel. James Cross, the court-appointed Chapter 11 trustee for the Debtors, tapped Terry A. Dake, Ltd. as general counsel; Baldwin Moffitt Behm, LLP as tax preparer; and Kathy Steadman of Coppersmith Brockelman, PLC as healthcare personnel and regulatory compliance specialist. Susan N. Goodman, Esq., at Pivot Health Law, LLC is the patient care ombudsman appointed in the Debtors' bankruptcy cases. SPIRIT AIRLINES: Egan-Jones Retains CCC+ Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on January 12, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Spirit Airlines Inc. EJR also maintained its B rating on commercial paper issued by the Company. Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. STIMWAVE TECHNOLOGIES: Amends Unsecured Claims Pay Details ---------------------------------------------------------- Stimwave Technologies Incorporated and Stimwave LLC submitted a First Amended Joint Plan of Liquidation and related Disclosure Statement dated January 31, 2023. The Plan is premised upon the deemed consolidation of the Debtors for all purposes related to the Plan, including voting, confirmation, distributions, and Claim determinations. Entry of the Confirmation Order shall constitute approval, pursuant to section 105(a) of the Bankruptcy Code, as of the Effective Date, of such deemed consolidation. In the event the Class 3 Unimpairment Toggle is not exercised, on or before the Effective Date, the Liquidating Trust shall be established to administer certain post-Effective Date responsibilities under the Plan. The Liquidating Trust will be governed by the provisions of the Plan, the Confirmation Order, and a Liquidating Trust Agreement, which will be included in the Plan Supplement. The Liquidating Trust shall consist of the Liquidating Trust Assets. On the Effective Date, the Debtors shall transfer all of the Liquidating Trust Assets then held by the Debtors to the Liquidating Trust free and clear of all liens, claims, and encumbrances, except to the extent otherwise provided herein. In the event the Class 3 Unimpairment Toggle is exercised, the Debtors will designate a Plan Administrator to administer certain post-Effective Date responsibilities under the Plan. The Plan Administrator will be disclosed in the Plan Supplement, which the Debtors will file no later than seven days prior to the Plan Objection Deadline (as set forth in the Disclosure Statement Order). Pursuant to the Plan, in the event the Class 3 Unimpairment Toggle is not exercised, there shall be two classes of Liquidating Trust Interests in the Liquidating Trust. On the Effective Date: (i) each Holder of an Allowed General Unsecured Claim shall, by operation of the Plan, receive its Pro Rata share of the Class A Liquidating Trust Interests, and (ii) each Holder of an Allowed Existing Series E Preferred Interest shall, by operation of the Plan, receive its Pro Rata share of the Class B Liquidating Trust Interests. The Class A Liquidating Trust Interests will in all events be senior in priority to the Class B Liquidating Trust Interests, and in no event will holders of Class B Liquidating Trust Interests be entitled to payment from, or distributions of, Liquidating Trust Assets unless and until all holders of Allowed Class A Liquidating Trust Interests have received from the Liquidating Trust Cash distributions equal to the amount of such Holder's Allowed General Unsecured Claim (plus interest thereon accrued from the Petition Date through the date of such payment, calculated using the Federal Judgment Rate). Liquidating Trust Interests shall be reserved for Holders of Disputed Claims and Interests and issued by the Liquidating Trust to, and held by the Liquidating Trustee in, the Disputed Claims Reserve pending allowance or disallowance of such Claims or Interests. No other entity shall have any interest, legal, beneficial or otherwise, in the Liquidating Trust Assets upon the assignment and transfer of such assets to the Liquidating Trust. Liquidating Trust Interests shall be uncertificated, and holders of Liquidating Trust Interests, in such capacity, shall have no voting rights with respect to such interests. The Plan also provides for the establishment of (i) an Administrative/Priority Claims Reserve Account, (ii) an Other Secured Claims Reserve Account, and (iii) a Professional Fee Escrow Account, in each case, pursuant to the terms of the Plan. Class 3 consists of General Unsecured Claims. The classification and treatment of General Unsecured Claims is subject to (i) exercise of the Class 3 Unimpairment Toggle as set forth in the Plan and (ii) modification pending the outcome of the claims reconciliation process and the deadline for Rejection Damages Claims pursuant to the Bar Date Order; provided, however, that the Debtors, Plan Administrator, or Liquidating Trustee, as applicable, must in all events comply with sections 1125 and 1127(c) of the Bankruptcy Code with respect to disclosure and solicitation with respect to any modified Plan. In the event the Class 3 Unimpairment Toggle is not exercised, each Holder of an Allowed Class 3 Claim shall receive its Pro Rata share of the Class A Liquidating Trust Interests in accordance with the Plan on account of such Holder's General Unsecured Claim(s) against the Debtors, which shall entitle such Holder to distributions from the Liquidating Trust as and to the extent set forth in the Plan and Liquidating Trust Agreement. In the event the Class 3 Unimpairment Toggle is exercised, except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a less favorable treatment of its Allowed General Unsecured Claim, in full and final satisfaction of and in exchange for each Allowed General Unsecured Claim, each such Holder shall receive payment in full in Cash of the amount of such Holder's Allowed General Unsecured Claim either: (i) on the Effective Date, or as soon as reasonably practicable thereafter or (ii) if the General Unsecured Claim is not Allowed as of the Effective Date, no later than 14 days after the date on which such General Unsecured Claim is Allowed by Final Order, or as soon as reasonably practicable thereafter. Class 3 is Impaired under the Plan and Holders of Allowed Claims in Class 3 are entitled to vote to accept or reject the Plan provided, however, that if the Class 3 Unimpairment Toggle is exercised, Class 3 will be Unimpaired, Holders of Allowed Claims in Class 3 will be conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code such Holders will not be entitled to vote to accept or reject the Plan and any Ballots submitted by such Holders will be disregarded. Class 5A consists of all Existing Series E Preferred Interests. The classification and treatment of Existing Series E Preferred Interests is subject to (i) exercise of the Class 3 Unimpairment Toggle as set forth in the Plan and (ii) modification pending the outcome of the claims reconciliation process and the deadline for Rejection Damages Claims pursuant to the Bar Date Order; provided, however, that the Debtors, Plan Administrator, or Liquidating Trustee, as applicable, must in all events comply with sections 1125 and 1127(c) of the Bankruptcy Code with respect to disclosure and solicitation with respect to any modified Plan. In the event the Class 3 Unimpairment Toggle is not exercised, each Holder of an Allowed Existing Series E Preferred Interest shall receive its Pro Rata share of the Class B Liquidating Trust Interests in accordance with the Plan on account of such Holder's Existing Series E Preferred Interests, which shall entitle such Holder to distributions from the Liquidating Trust as and to the extent set forth in the Plan and Liquidating Trust Agreement. Such Class B Liquidating Trust Interests will in all events be junior in priority to the Class A Liquidating Trust Interests, and in no event will holders of Class B Liquidating Trust Interests be entitled to payment from, or distributions of, Liquidating Trust Assets unless and until all holders of Allowed Class A Liquidating Trust Interests have received from the Liquidating Trust Cash distributions equal to the amount of such Holder's Allowed General Unsecured Claim. Entry of the Confirmation Order shall constitute approval, as of the Effective Date, of the deemed consolidation of the Debtors for all purposes related to the Plan, including voting, confirmation, distributions, and Claim determinations. Solely for such purposes, on and after the Effective Date: (i) all assets and liabilities of the Debtors shall, solely for distribution purposes, be deemed merged and treated on an aggregated basis, (ii) each Claim against any of the Debtors shall be deemed a single Claim against and a single obligation of all of the Debtors, (iii) any Claim scheduled, Filed or to be Filed in the Chapter 11 Cases shall be deemed a single Claim against the Debtors, (iv) all guarantees of one Debtor of the payment, performance, or collection of obligations of another Debtor shall be eliminated and cancelled, (v) all transfers, disbursements and distributions on account of Claims made by or on behalf of any of the Debtors' Estates hereunder will be deemed to be made by or on behalf of all of the Debtors' Estates, and (vi) any obligation of the Debtors as to Claims will be deemed to be one obligation of all of the Debtors. On the Effective Date, the Liquidating Trust shall be established pursuant to the Liquidating Trust Agreement for the purpose of, among other things (i) investigating and, if appropriate, pursuing Causes of Action (other than Released Causes of Action and Sold Causes of Action); (ii) administering and pursuing the Liquidating Trust Assets; (iii) resolving all Disputed Claims and any Claim objections pending as of the Effective Date; (iv) prosecuting any objections to Claims that the Liquidating Trustee deems appropriate and resolving such objections; (v) making Distributions from the Liquidating Trust to Holders of Allowed Claims and Interests as provided for in the Plan and/or the Liquidating Trust Agreement; (vi) exercising such other powers as necessary or prudent to carry out the provisions of the Plan and the Liquidating Trust Agreement; and (vii) taking such other actions as may be necessary or appropriate to effectuate the Plan and the Liquidating Trust Agreement. Counsel to the Debtors: GIBSON, DUNN & CRUTCHER LLP Robert A. Klyman, Esq. Michael G. Farag, Esq. 333 South Grand Avenue Los Angeles, California 90071-3197 Tel: (213) 229-7000 Fax: (213) 229-7520 Email: rklyman@gibsondunn.com mfarag@gibsondunn.com Matthew J. Williams, Esq. 200 Park Avenue New York, New York 10166-0193 Tel: (212) 351-4000 Fax: (212) 351-4035 Email: mjwilliams@gibsondunn.com YOUNG CONAWAY STARGATT & TAYLOR, LLP Michael R. Nestor, Esq. Andrew L. Magaziner, Esq. Elizabeth S. Justison, Esq. Jared W. Kochenash, Esq. Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com amagaziner@ycst.com ejustison@ycst.com jkochenash@ycst.com About Stimwave Stimwave Technologies Incorporated and Stimwave LLC manufacture, distribute, and provide ongoing support for implantable, minimally invasive neurostimulators, which are used as a treatment for chronic intractable pain. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. LeaD Case No. 22-10541) on June 15, 2022. In the petition signed by Aure Bruneau, as manager, the Debtors disclosed up to $100 million in assets and up to $50 million in liabilities. Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and Crutcher LLP serve as the Debtors' legal counsel. The Debtors also tapped Honigman LLP and Jones Day as special counsel; Riverson RTS, LLC as financial advisor; and GLC Advisors and Co., LLC and GLCA Securities, LLC as investment bankers. Kroll Restructuring Administration is the Debtors' administrative advisor and notice, claims, solicitation and balloting agent. On July 6, 2022, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in these cases. Culhane Meadows, PLLC and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. STITCH ACQUISITION: $370M Bank Debt Trades at 18% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Stitch Acquisition Corp is a borrower were trading in the secondary market around 81.9 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $370 million facility is a Term loan that is scheduled to mature on August 1, 2028. About $365.4 million of the loan is withdrawn and outstanding. SVP Worldwide is an American private company that designs, manufactures, and distributes consumer sewing machines and accessories around the world under three brands: Singer, Husqvarna Viking, and Pfaff. In 2021, Platinum Equity Partners entered into a definitive agreement to acquire SVP Worldwide from Ares Management for $484 million. Stitch Acquisition Corp. was created to be the financial reporting entity of SVP Worldwide going forward. SYNCHRONY FINANCIAL: Fitch Assigns 'BB+(EXP)' Rating on Sub. Notes ------------------------------------------------------------------ Fitch Ratings has assigned an expected rating of 'BB+(EXP)' to Synchrony Financial's (SYF) issuance of $750 million, 7.25% subordinated notes due February 2033. The proceeds are expected to be used for general corporate purposes, which may include contributing or lending all or a portion of the proceeds to Synchrony Bank (SYB). KEY RATING DRIVERS SYF's subordinated debt rating is one notch below the entity's Viability Rating (VR) of 'bbb-'. In accordance with Fitch's bank rating criteria, this reflects alternate notching to the base case of two notches due to Fitch's view of U.S. regulators' resolution alternatives for an entity like SYF as well as early intervention options available to banking regulators under U.S. law. SYF's ratings reflect its strong capitalization and liquidity levels, funding stability as a result of strong deposit growth at SYB above average profitability relative to peers, market-leading position in the U.S. private-label card industry and seasoned management team. SYF's current 'bbb-' Viability Rating (VR) is one notch below the implied 'bbb' VR, reflecting Fitch's 'bbb-' level assessment of the firm's business profile. The ratings are constrained by SYF's monoline business model, high retail partner concentration, above-average mix of non-prime borrowers relative to general-purpose card-issuing peers, threats from disruptive technologies in the payments space, and elevated regulatory and legislative risk. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: The subordinated debt rating is directly linked to SYF's VR and would be expected to move in tandem with it. Factors that could, individually or collectively, lead to positive rating action/upgrade: The subordinated debt rating is directly linked to SYF's VR and would be expected to move in tandem with it. ESG CONSIDERATIONS SYF has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy, and Data Security due to its exposure to compliance risks including fair lending practices, debt collection practices, and consumer data protection, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating ----------- ------ Synchrony Financial Subordinated LT BB+(EXP) Expected Rating TD SYNNEX: Egan-Jones Retains BB+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on January 18, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by TD SYNNEX Corporation. Headquartered in Fremont, California, TD SYNNEX Corporation provides information technology supply chain services. TELESAT LLC: $1.91B Bank Debt Trades at 47% Discount ---------------------------------------------------- Participations in a syndicated loan under which Telesat LLC is a borrower were trading in the secondary market around 53.5 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.91 billion facility is a Term loan that is scheduled to mature on December 6, 2026. About $1.55 billion of the loan is withdrawn and outstanding. Telesat LLC operates as a satellite operator. The Company offers satellite delivered communications solutions to broadcast, telecom, corporate, and government customers, as well as provides technical consultancy services. Telesat serves clients worldwide. TERRY JAMES JOHNSTON: Trustee's Sale of IP Assets for $1M Approved ------------------------------------------------------------------ Judge Gary Spraker of the U.S. Bankruptcy Court for the District of Nevada authorized Troy S. Fox, the Chapter 7 Trustee for the estate of Terry James Johnston, to sell intellectual property assets to TeDan Surgical Innovations, Inc., and/or its assigns for $1 million. The Sale is "as is, where is," and without warranty, free and clear of liens, claims, and other interests, pursuant to the terms set forth in the Order and with more particularity in the Settlement Agreement. The Trustee is authorized to execute any documents reasonably necessary to close the sale pursuant to the terms of the Order and the Settlement Agreement, and to transfer possession of the Bankruptcy Estate's interest in the IP Assets to the Buyer. Any valid liens asserted against the IP Assets shall attach to the proceeds with payment subject to separate approval and order by the Court; provided, however, that nothing in the Order will alter the Trustee's obligation under the Settlement Agreement to pay $1 million to Kari Johnston within five days of receipt of the sale proceeds. The stay under Fed.R.Bankr. P. 6004 is waived, and the Order will take effect immediately upon entry. A hearing on the Motion was held on Jan. 13, 2023, at 1:30 p.m. (OST). Counsel for Trustee: Jason A. Imes, Esq. SCHWARTZER & IMES LAW FIRM PC 2850 South Jones Blvd., Suite 1 Las Vegas, NV 89146-5640 Telephone: (702) 228-7590 Facsimile: (702) 892-0122 E-Mail: efilings@sailawfirm.com The bankruptcy case is In re: Terry James Johnston, Case No. BK-S-20-12461-GS (Bankr. D. Nev.). TESSEMAE'S LLC: Seeks Approval of $1.25-Mil. DIP Loan ----------------------------------------------------- Tessemae's LLC asks the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, for authority to use cash collateral and obtain post-petition secured financing. The Debtor seeks approval of a debtor-in-possession credit facility with MCDJR-TESSE, LLC and PMCDTESSE, LLC in the amount of $1.25 million. The DIP Credit Facility will be used to fund necessary and ordinary course of business expenses, as well as expenses of the Chapter 11 case to the extent approved by the Court. The Debtor seeks authority to borrow up to $650,000 upon entry of the Interim Order to be used during the period prior to the entry of the Final Order. The DIP Credit Agreement will continue in full force and effect for a term ending May 31, 2023, unless extended upon agreement by the parties in writing, the confirmation of a plan of in the Chapter 11 Case, or the last termination date set forth in the Interim Order, unless the Final Order has been entered prior to such date, and in such event, then the last termination date set forth in the Final Order. Prior to the Petition Date, the Debtor financed its business with a series of secured term loans, executed between 2018 and 2022. The Debtor's original secured lender, dating back to 2013, was Howard Bank, which assigned the loan to Democracy Capital Corporation in 2018. In April 2018, the Debtor and Democracy entered into a Second Amended and Restated Loan and Security Agreement and a Consolidated, Amended and Restated Promissory Note in the principal amount of $3 million. The maturity date of the Democracy loan was April 10, 2020. Prior to the maturity date, the Debtor paid the Democracy loan in full, including a prepayment penalty. In total, the Debtor paid Democracy in principal, interest, and fees a total of $3.980 million. Not satisfied with receipt of full payment of all amounts due and payable under its loan documents and the significant gains achieved by Democracy from the loan, Democracy filed a complaint in the Circuit Court for Baltimore County, Maryland, against the Debtor and its founder Greg Vetter and his wife, alleging breach of contract claims asserted in amounts exceeding $13.8 million. The Debtor and Vetters answered denying any liability and filed a counterclaim asserting breach of contract and tort claims based on Democracy's wrongful conduct. Although this litigation has been pending for almost two years, discovery has not been completed. The Debtor disputes that Democracy has any valid secured claim and will seek to have Democracy's disputed claim disallowed during the course of the case. On April 9, 2018, the Debtor entered into a secured term loan facility with each of CE CID, LLC; LEC, LLC; MCDJR; and PMCD, as evidenced by the Loan and Security Agreement, in the maximum aggregate principal of $1.3 million, and as further evidenced by the 2018 Promissory Notes, also dated April 9, 2018, both executed by the Debtor, as borrower, and each of the Second-Position Secured Lenders, as lender. Pursuant to the terms of the Senior Secured Term Loan Facility, the maturity dates of certain of the 2018 Promissory Notes were extended. On September 8, 2022, the Debtor and the Senior Secured Lenders entered into an Amended and Restated Loan and Security Agreement, which amended and restated in its entirety the original 2018 Senior Secured Loan Agreement, and increased the maximum aggregate principal to $3.890 million, as further evidenced by the 2022 Promissory Notes, also dated September 8, 2022, both executed by the Debtor, as borrower, and each of the Senior Secured Lenders. Collectively, as of the Petition Date, the aggregate amount of principal and interest outstanding under the Senior Secured Lending Facility and 2022 Promissory Notes was not less than $5.751 million (with additional exit fees in the aggregate amount of $13.450 million). On September 8, 2022, the Debtor entered into a secured term loan facility with Vetter Brothers Manufacturing, LLC, as evidenced by the Loan and Security Agreement, in the original principal amount of $1.731 million, as further evidenced by a promissory note, also dated September 8, 2022, in the same principal amount. As security for the Junior Secured Term Loan Facility, the Debtor granted the Junior Secured Lender a security interest in the Prepetition Collateral, subordinate to the security interest of the Senior Secured Lenders. On September 12, an Amendment to Loan and Security Agreement was entered into by and between the Debtor and the Junior Secured Lender, as further evidenced by an Amended and Restated Promissory Note, of even date therewith, which increased the principal balance outstanding under the Junior Secured Term Loan Facility to $1.982 million. As of the Petition Date, the aggregate amount of principal and interest outstanding under the Junior Secured Lending Facility and the VBM Promissory Note was not less than $2.103 million. The Debtor obtained additional financing pursuant to a series of unsecured notes executed with certain investors between 2018 and 2021, in the original combined principal amount of $26.761 million, at varying rates of interest, all with a maturity date of October 15, 2022. As of the Petition Date, the aggregate amount of principal and interest outstanding on the Unsecured Notes is $31.376 million. As of the Petition Date, the Debtor estimates that unsecured claims held by creditors, excluding the Unsecured Notes, total approximately $4.680 million. The COVID-19 pandemic impacted Tessemae's business. Inflated prices for raw materials and labor shortages reduced manufacturing output and required the company to undergo a reduction in force and shift from self-manufacturing to co-packing. The company also faced a lawsuit filed by Democracy. The Debtor also faced a number of maturing unsecured loans. The Debtor's rapid growth created a consistent challenge as it required additional capital to fund the costs of manufacturing and keep pace with customer orders. Demand for the Debtor's products has always outpaced supply as the company expanded into additional retailers and markets nationwide. Tessemae's believed it paid off the Democracy loan in full and was ready to thrive, only to have Democracy file the lawsuit seeking an unconscionable windfall. The substantial distraction caused by the litigation and accompanying legal fees further drained the company's capital. In addition, the Debtor was no longer able to continue making payments to holders of the Unsecured Notes, and with debts now exceeding $30 million, the Debtor recognized the need to restructure its indebtedness to creditors under the Court's protection, to ensure the Debtor's ability to realize its full potential as a valuable company. A copy of the motion is available at https://bit.ly/3X1OlRJ from PacerMonitor.com. About Tessemae's LLC Tessemae's LLC is a flavor-forward food company that makes clean-label, organic salad dressing. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-10675) on February 1, 2023. In the petition signed by Demian Costa, chief strategy officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Gary H. Leibowitz, Esq., at Cole Schotz P.C., is the Debtor's legal counsel. TIMES SQUARE: Amends Ongoing Trade Claims; Plan Hearing March 16 ---------------------------------------------------------------- Times Square JV LLC, et al., submitted an Amended Plan of Reorganization and Amended Disclosure Statement dated January 30, 2023. Debtor TSJV determined in its business judgment that the purchase of the Walber Fee Parcel was superior to continuing a dual ownership structure which, in the case the Walber Ground Lease was terminated, would result in the sharing of ownership rights in the Premises between the Debtors and Walber (or its successor) pursuant to a then-existing Joint Operating Agreement (the "JOA") that was entered into by the original owners of the Walber Fee Parcel and the Vornado Fee Parcel at the same time as the original execution of the Walber Ground Lease. Under the JOA, the Debtors would have lost unilateral decision making authority with respect to the Premises, would be required to share revenues and, at the request of the owner of the Walber Fee Parcel, the Premises and Walber Fee Parcel could be sold at any time, subject to a notice period, through a forced partition sale that could have resulted in the loss of the Premises and, potentially, little to no recovery to the Debtors based on the terms of the JOA. This was not a theoretical risk, as SL Green (as then owners of the Walber Fee Parcel prior to the entry of the judgment) sent the Debtors a notice of termination of the Walber Ground Lease and triggered the notice requirement under the JOA that they would seek a forced partition sale. On January 25, 2023, CPTS served Clear Channel with a notice to cure (the "Cure Notice") that notified Clear Channel of its default on certain obligations under the Clear Channel Lease. As indicated in the Cure Notice, if Clear Channel does not cure such violations by February 28, 2023, CPTS intends to terminate the Clear Channel Lease in accordance with its terms. Clear Channel represents that it strongly disagrees with allegations contained in the Cure Notice and will respond accordingly on or before February 28, 2023. On the same day, Clear Channel filed an adversary complaint (the "Clear Channel Complaint") seeking (A) a declaration that (i) the Clear Channel Lease remains in effect until June 29, 2032, (ii) upon expiration or termination of the Operating Lease, TSJV shall become Clear Channel's landlord under the Clear Channel Lease, and (iii) the expiration or termination of the Operating Lease shall have no other effect on the Clear Channel Lease or (B), in the alternative, to equitably estop the Debtors from terminating the Clear Channel Lease on June 30, 2023. The Debtors strongly disagree with allegations contained in the Clear Channel Complaint and will respond accordingly on or before February 26, 2023. The Plan provides for either (a) an equitization restructuring (the "Equitization Restructuring") through which the Mortgage Lender would receive, among other things, 100% of the equity of the reorganized Debtors on account of the DIP Facility and a portion of the prepetition mortgage loan debt or (b) a sale transaction (the "Sale Transaction") through which all, or substantially all, of the Debtors' assets would be sold and proceeds generated therefrom would be distributed to the Debtors' creditors in accordance with the Plan. The Plan incorporates a "toggle" structure whereby the Debtors concurrently pursue both the Equitization Restructuring and Sale Transaction on parallel paths. After conclusion of the marketing process and bid deadline with respect to the Sale Transaction, the Debtors in consultation with the Consultation Parties20 will make a determination as to which option will maximize value for the Debtors' estates, and therefore should be consummated (such election between the Equitization Restructuring and the Sale Transaction, the "Transaction Election") prior to the Plan objection deadline with the Plan Supplement. Class 4a, 4b, 4c consists of Ongoing Trade Claims. Pursuant to the Plan, Ongoing Trade Claims are those certain claims held by creditors that (A) the applicable Debtors have determined are essential to the continued operation of their respective business and (B) have agreed to provide goods or services to the applicable Debtors on substantially the same or more favorable terms as those that existed as of the Petition Date, as may be supplemented or amended prior to the Confirmation Date. The Debtors have determined, in consultation with the Secured Lender, in their business judgment that it is consistent with the Debtors' business plan in the event of an equitization of a portion of the Secured Lender's claims as provided for under the Plan, on a go forward basis, to continue to contract with each holder of an Ongoing Trade Claim. The Secured Lender has agreed to fund the payment of amounts to be paid to the Ongoing Trade Claims, up to a maximum of $800,000, as an advance under the Exit Facility in the event that the Debtors do not have sufficient cash to pay such amounts. Without such agreement, the Debtors would not be required to pay such funds, or any funds to unsecured creditors, as a result of the absolute priority rule under the Bankruptcy Code because in an equitization transaction, the Secured Lender is not recovering the full amount of its claim. A list of holders of Ongoing Trade Claims is attached to the Plan as Exhibit A. A description of criteria (the "Class 4 Criteria") applied for determining whether a creditor is a holder of an Ongoing Trade Claim: * The vendor/service provider provides services or supplies goods to the Debtors that are necessary for the implementation and execution of the Debtors' business plan and expected future operations; * The vendor/service provider cannot be readily replaced or, in the Debtors' business judgment, the vendor/service provider provides such services or supplies on terms beneficial to the Debtors that are unlikely to be met or surpassed by a suitable alternative; or * Terminating the vendor/service provider, and seeking to obtain necessary replacement goods or services, would impede, disrupt and/or harm the Debtors' implementation and/or execution of their business plan. Class 4a Treatment: Except to the extent that a Holder of an Allowed Ongoing Trade Claim against TSJV agrees to less favorable treatment, on the later of the Effective Date and the date that is 10 Business Days after the date such Ongoing Trade Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each Holder of an Allowed Ongoing Trade Claim against TSJV shall receive, on account of such Allowed Claim, * if a Payout Event occurs, its Pro Rata Share (together with Holders of Class 5a Claims) of Net Sale Proceeds at TSJV, or * if a Payout Event does not occur, 50% percent of its Pro Rata Share of the TSJV Ongoing Trade Claim Cash Pool, and the right to payment of the remaining 50% of its Pro Rata Share of the TSJV Ongoing Trade Claim Cash Pool from the Disbursing Agent no later than 6 months after the Effective Date. Class 4b Treatment: Except to the extent that a Holder of an Allowed Ongoing Trade Claim against CPTS agrees to less favorable treatment, on the later of the Effective Date and the date that is 10 Business Days after the date such Ongoing Trade Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each Holder of an Allowed Ongoing Trade Claim against CPTS shall receive, on account of such Allowed Claim, * if a Payout Event occurs, its Pro Rata Share (together with Holders of Class 5b claims) of Net Sale Proceeds at CPTS; or * if a Payout Event does not occur, 50% percent of its Pro Rata Share of the CPTS Ongoing Trade Claim Cash Pool, and the right to payment of the remaining 50% of its Pro Rata Share of the CPTS Ongoing Trade Claim Cash Pool from Disbursing Agent no later than 6 months after the Effective Date. Class 4c Treatment: Except to the extent that a Holder of an Allowed Ongoing Trade Claim against the 1601 Broadway Entities agrees to less favorable treatment, on the later of the Effective Date and the date that is 10 Business Days after the date such Ongoing Trade Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each Holder of an Allowed Ongoing Trade Claim against the 1601 Broadway Entities shall receive, on account of such Allowed Claim, * if a Payout Event occurs, its Pro Rata Share (together with Holders of Class 5c claims) of Net Sale Proceeds at the applicable 1601 Broadway Entity; or * if a Payout Event does not occur, 50% percent of its Pro Rata Share of the 1601 Broadway Ongoing Trade Claim Cash Pool, and the right to payment of the remaining 50% of its Pro Rata Share of the 1601 Broadway Ongoing Trade Claim Cash Pool from the Disbursing Agent no later than 6 months after the Effective Date. "Payout Event" means the implementation of one or more Successful Bids, in accordance with the Bidding Procedures, by a Person that is not a Secured Lender or DIP Lender, for all of the Debtors' Assets in which the proceeds of any Successful Bid (or Successful Bids, as applicable) when combined with Cash proceeds received from the Debtors' operations provides the Debtors with Cash necessary to (i) satisfy all claims of the DIP Lender, (ii) satisfy all Mortgage Lender Secured Claims (unless the Secured Lender agrees to a lesser amount), (iii) satisfy the Allowed Administrative Expense Claims, (iv) satisfy any break-up fee or expense reimbursement payable under the Bidding Procedures Order, (v) fund the Administrative Expense and Priority Escrow Account, and (vi) fund the Liquidation Trust Funding Amount, each on or before the Effective Date. If a Payout Event occurs, the Successful Bid (or Successful Bidders, as applicable) shall transfer to the Debtors pursuant to the Bidding Procedures the Cash necessary to (i) satisfy all claims of the DIP Lender, (ii) satisfy all claims of the Secured Lenders; (iii) satisfy any break-up fee or expense reimbursement payable under the Bidding Procedures Order, (iv) fund the Administrative Expense and Priority Escrow Account, and (v) fund a wind-down budget of no more than $1,000,000, each on or before the Effective Date. Following the payment of distributions to the DIP Lender and the Secured Lenders on the Effective Date, the Net Sale Proceeds shall be available for distribution as provided under the Plan. If a Payout Event does not occur, on the Effective Date, or as soon as reasonably practicable thereafter, the Reorganized Debtors shall implement a series of transactions (the "Restructuring Transactions"), including (a) the exchange of 100% of the DIP Facility and an equitization of a portion of the Mortgage Loan such that the amount outstanding under the Mortgage Loan upon completion of the Restructuring Transactions is no greater than $250,000,000 for a pro rata share of 100% of the Reorganized TSJV Equity Interests, (b) cancellation of the Interests in TSJV and CPTS, and (c) entry into the Exit Facility Credit Agreement. The Bankruptcy Court has scheduled March 16, 2023 at 9:30 a.m. as the Confirmation Hearing. A full-text copy of the Amended Plan dated January 24, 2023, is available at https://bit.ly/3Hwc8Um from Stretto, the claims agent. Proposed Counsel to the Debtors: John R. Ashmead, Esq. Robert J. Gayda, Esq. Catherine V. LoTempio, Esq. Andrew J. Matott, Esq. SEWARD & KISSEL LLP One Battery Park Plaza New York, NY 10004 Telephone: (212) 574-1200 Facsimile: (212) 480-8421 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. TIMOTHY D. RIEDEL: Sale of Phoenix Property to TJH for $650K Okayed ------------------------------------------------------------------- Judge Scott H. Gan of the U.S. Bankruptcy Court for the District of Arizona authorized Timothy Dean Riedel and Ann J. Ridel to sell their real property located at 5327 E. Pinchot Ave., in Phoenix, Arizona 85018, legally described as Lot 74 Sherwood Towne Tract A MCR 005732, to TJH Arizona, LLC, for $650,000. The sales proceeds will be used to pay all costs necessary to close the sale, including escrow fees, title insurance, and broker's commissions in full. The Court instructed the Title Agency to pay the following: a. the lien of the Maricopa County Treasurer in full from the sale proceeds; b. the lien of Lakeview Loan Servicing in full; and c. the lien of Greater Nevada Credit Union in full. The Debtors are authorized to pay $50,000 to Ellett Law Offices, P.C. to be held in the client trust pending further Order of the Court. The Sale is free and clear of the interests of Juno Financial LLC and of the judgment of Juno Financial LLC. The Court authorized the payment, after the foregoing payments, of the balance of the proceeds to Timothy and Ann Riedel. The 14-day stay pursuant to Federal Rules of Bankruptcy Procedure Rule 6004(h) is waived. Timothy Dean Riedel and Ann J. Ridel sought Chapter 11 protection (Bankr. D. Ariz. Case No. 22-04684) on July 18, 2022. The Debtors tapped Ronald J. Ellett, Esq., at Ellett Law Offices, P.C. as counsel. TORINO CAMPUS: Sale of Torino Campus Parkway Property to GEM Okayed ------------------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida authorized Torino Campus, LLC's sale of the Torino Campus Parkway Property located at 5481 NW East Torino Parkway, in Port St. Lucie, Florida, to GEM Consulting Group, LLC. The Court approved the Commercial Contract entered into by and between the Debtor and GEM on Dec. 21, 2022, for the sale and purchase of the Property filed in the matter on Dec. 22, 2022. GEM's due diligence period under the Contract expires on Jan. 23, 2023. If GEM does not cancel the Contract by Jan. 23, 2023, and the transaction does not close for any reason by Feb. 10, 2023, then GEM will forfeit the Deposit and the earnest money deposit of $50,000 being held by Worldwide Title Escrow & Closing Services, LLC will be disbursed to United Community Bank ("UCB") without the requirement of any further action or authorization from the parties to effectuate such disbursement to UCB, and UCB will apply the Deposit to the outstanding balance due and owing to UCB by Torino Campus, LLC pursuant to the Consent Final Judgment of Foreclosure entered on March 21, 2022 in United Community Bank, d/b/a Seaside Bank and Trust v. Torino Campus, LLC, Torino Campus, LLC, a Florida Limited Liability Company, Jose R. Toledo, Toledo Torino Holdings, LLC, Neurodiagnostics Of Stuart, P.A., NDS, LLC, Kandel Associates Limited Partnership, Unknown Tenant #1 of Torino Parkway Property, Unknown Tenant #2 of Torino Parkway Property, Unknown Tenant #1 of Becker Road Property, and Unknown Tenant #2 of Becker Road Property, assigned Case No. 2021-CA-000941, pending in the Circuit Court of the Nineteenth Judicial Circuit in and for St. Lucie County, Florida ("Foreclosure Action"). If GEM cancels the Contract or does not close the transaction by Feb. 10, 2023, then Diamond Recovery Group, LLC ("DRG") shall be permitted to purchase the Property for $3.7 million in accordance with the Commercial Contract filed in the matter on Dec. 30, 2022, and will make the first deposit under said contract by Feb. 15, 2023. DRG will have until April 11, 2023, to complete its due diligence. The sale of the Property to DRG shall close the transaction by April 17, 2023. UCB has agreed to, and will, postpone its foreclosure sale of the Property scheduled for Feb. 14, 2022, in the Foreclosure Action until a date after Feb. 16, 2023. In the event the sale of the Property to GEM does not close and DRG elects to purchase the Property, then UCB shall, as agreed to, postpone its foreclosure sale of the Property until a date after April 17, 2023, provided DRG: a) does not terminate the sale during the due diligence period; and b) makes the additional deposit of $100,000 to the Escrow Agent within three days after completion of the due diligence period. The Debtor is authorized and directed to execute any and all documents necessary to effect the sale transaction promptly and to take all other actions necessary to sell and convey the Assets to either GEM or DRG as provided above pursuant to the terms of the parties' respective contract and the Order. About Torino Campus Torino Campus, LLC, a Florida Limited Liability Company, exists solely to own real estate located at 5481 NW E Torino Parkway, Port St. Lucie, FL. To delay a foreclosure sale, Torino Campus, LLC, sought bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-15442) on July 15, 2022.Ã‚Â In the petition filed by Jose Toledo, managing member, the Debtor listed as much as $10 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Brian K. McMahon, Esq., at Brian K. McMahon PA, is the Debtor's counsel. TRANSDERMAL SPECIALTIES: Unsecureds Will Get 100% in 36 Months -------------------------------------------------------------- Transdermal Specialties Global, Inc. ("TSG"), BKR IP Holdco, LLC ("BKR IP Holdco"), and Transdermal Specialties, Inc. ("TSI") submitted a First Amended Disclosure Statement in connection with the First Amended Plan of Reorganization dated January 31, 2023. BKR IP Holdco is a holding company for inventions and patents formed by its founder, Bruce K. Redding, Jr. TSG has developed a transdermal insulin patch for the treatment of both Type-1 and Type-2 diabetes. TSI is a Specialized Drug Delivery Company whose goal is to develop an international market for its breakthrough ultrasonically powered transdermal delivery technology. The Debtors became embroiled in litigation with former shareholders of TSI. As a result of the litigation in the Eastern District of Pennsylvania, the Debtors' filed for Chapter 11 bankruptcy relief. The Debtors propose a 100% plan and, with time, will fully resolve the judgments against the Debtors. Class 1 consists of the Unsecured Claims as to BKR IP Holdco. Class 1 is Impaired. Class 1 Claims as to BKR Holdco is estimated at $2,700,000.00. The Debtor proposes to pay all Allowed Unsecured Claims a total payment of 100% of the claim to be paid over 36 months. The Debtor proposes to make a payment of $100,000.00 on the effective date. Thereafter, the Debtor shall make a pro-rata distribution every 6 months until the anniversary of the 36 month of the effective date. Class 2 consists of the Equity Security Holders of BKR IP. Class 2 is not impaired. This plan shall in no way change or alter the equity security holders of BKR IP Holdco. Class 3 consists of Allowed Unsecured Claims as to TSI. Class 3 is impaired. Class 3 Claims are estimated at $2,700,000.00. The Debtor proposes to pay all Allowed Unsecured Claims a total payment of 100% of their claim to be paid over 36 months. The Debtor proposes to make a payment of $100,000.00 on the effective date. Thereafter, the Debtor shall make a pro-rata distribution every 6 months until the anniversary of the 36 month of the effective date. Class 4 consists of the Equity Security Holders of TSI. Class 4 is not impaired. This plan shall in no way change or alter the equity security holders of TSI. Class 6 consists of Allowed Unsecured Claims of TSG. Class 6 is impaired. Class 6 Claims as to TSG are estimated at $2,700,000. The Debtor proposes to pay all Allowed Unsecured Claims a total a payment of 100% of their claim to be paid over 36 months. The Debtor proposes to make a payment of $100,000.00 on the effective date. Thereafter, the Debtor shall make a pro-rata distribution every 6 months until the anniversary of the 36-month on the effective date. Class 7 consists of the Equity Security Holders of TSG. Class 7 is not impaired. This plan in no way change or alter the equity security holders of TSG. The TSI Debtor is in the final stages of negotiating purchase orders with major medical aesthetic companies with regard to the production and distribution of the U-Wand Product. This is not a license agreement but product sales only through purchase order. The U-Wand Product's intellectual property is held by BKR IP Holdco but is licensed to TSI for use and distribution. Specifically, the U-Wand 101 is designed for scalp treatment with disposable sonic caps. The Sonic Caps would also be produced and sold separately. The U-Wand 102 is a separate product, utilizing the same technology and is designed for ant-wrinkle. Lastly, the U-Pen is a miniaturized utilization of the same technology for pinpoint treatment of laugh linens and wrinkles on the face, neck and hands. The Debtor's Plan shall be funded by the proceeds of the Sale of U-wand technology. In addition to the revenue from operations, the Debtors are currently seeking their options, including, but not limited to sale of the technology, license agreements and/or other investment options with large pharmaceutical companies. The financing related to the TSG trial will provide working capital to cover expenses during the pendency of the Plan. In addition to the Plan Funding, the owners of BKR IP Holdco shall infuse an additional cash infusion of $50,000.00 in exchange for 100% of the new issued membership interests in the Debtor. A full-text copy of the First Amended Disclosure Statement dated January 31, 2023 is available at https://bit.ly/3HWiptS from PacerMonitor.com at no charge. Attorneys for the Debtor: CIARDI CIARDI & ASTIN Albert A. Ciardi, III, Esq. Daniel S. Siedman, Esq. 1905 Spruce Street, Philadelphia, PA 19103 About Transdermal Specialties Global Transdermal Specialties Global, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-11425) on May 19, 2021. At the time of the filing, the Debtor had $1 million to $10 million in both assets and liabilities. Judge Magdeline D. Coleman oversees the case. Ciardi Ciardi & Astin serves as the Debtor's legal counsel. TRISEPTEM DEVELOPERS: Taps Village Premier as Real Estate Agent --------------------------------------------------------------- TriSeptem Developers, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Village Premier Collection, a real estate agent, to market and sell its property located at 3467 Benjamin E. Mays Dr., Atlanta. The firm will receive a commission equal to 2 percent of the sales price. As disclosed in court filing, Village Premier Collection neither holds nor represents any interest materially adverse to the interest of the Debtor or its estate. The firm can be reached through: Donna Dillard Village Premier Collection 12425 Veterans Memorial Douglasville, GA 30134 Phone: 404-965-4080 Email: donna@redribbonhomes.com About TriSeptem Developers TriSeptem Developers, Inc., a general contractor in Decatur, Ga., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-59930) on Dec. 6, 2022. In the petition filed by Mark Allen as manager, the Debtor reported assets between $1 million and $10 million and liabilities between $ million and $10 million. The Debtor is represented by Robert A. Chambers, Esq., at the Law Office of Robert A. Chambers. TTM TECHNOLOGIES: Egan-Jones Retains B+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on January 10, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by TTM Technologies, Inc. Headquartered in Costa Mesa, California, TTM Technologies, Inc. is an independent provider of time-critical, one-stop manufacturing services for printed circuit boards. UNITI FIBER: S&P Rates New $1.750BB Senior Secured Notes 'B' ------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '2' recovery rating to Uniti Fiber Holdings Inc.'s proposed $1.75 billion senior secured notes due 2028. Uniti Fiber Holdings Inc. is a wholly owned subsidiary of Little Rock, Ark.-based telecom REIT Uniti Group Inc. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. The company will use about $1.4 billion of the proceeds to partially repay its $2.25 billion of 7.875% senior secured notes due 2025, fully repay $275 million outstanding under its $500 million revolving credit facility due 2024, and pay related fees and expenses. Because the transaction is leverage neutral, S&P's 'B-' issuer credit rating and stable outlook on Uniti are unchanged. Furthermore, S&P views the transaction favorably because it improves the company's liquidity position by increasing its revolver availability and extending its debt maturity profile. RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario envisions a default occurring because of a significant deterioration in operations from its primary tenant, Windstream, causing lease payments to be renegotiated at lower levels. These factors could contribute to significantly lower revenues, profitability, and cash. This decline would result in a payment default when liquidity and cash flow would be insufficient to cover cash interest expenses, mandatory debt amortization, and maintenance-level capex requirements. We believe if Uniti were to default, it would continue to have a viable business model, given the value of its telecommunication assets. -- At default, S&P's recovery analysis assumes an 85% draw on the revolver, a step up in its credit spreads to accommodate covenant amendments, and all estimated debt claims include about six months of accrued but unpaid interest outstanding at the point of default. -- S&P said, "We assess recovery prospects based on a distressed gross recovery value of approximately $2.9 billion, which we raised modestly from $2.8 billion, following a reassessment of the estimated property costs for this type of asset in a hypothetical default. The $2.9 billion valuation is based on a net operating income (NOI) at emergence of $553 million and a capitalization rate of 19% (an implied 5.25x multiple) to reflect the largely single-tenant nature of Uniti's business. The $553 million emergence NOI is our estimate of Uniti's hypothetical default-level NOI." Simulated default assumptions -- Simulated year of default: 2025 -- NOI at emergence: $553 million -- Implied enterprise value (EV) multiple: 5.25x -- Gross EV: $2.9 billion Simplified waterfall -- Net EV (after 5% administrative costs): $2.8 billion -- Valuation split in % (obligors/nonobligors): 100/0 -- Estimated net EV available for senior secured debt: $2.8 billion -- Estimated senior secured debt claims: $3.7 billion --Senior secured debt recovery rating: '2' (70%) -- Senior secured debt issue rating: 'B' -- Estimated senior unsecured debt and pari passu claims: $2.3 billion --Senior unsecured debt recovery rating: '6' (0%) -- Senior unsecured debt issue rating: 'CCC' ESG credit indicators: E-2, S-2, G-2 UNIVERSAL REHEARSAL: Hires Colliers's as Real Estate Broker ----------------------------------------------------------- Universal Rehearsal Partners, Ltd. received approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Colliers's International North Texas, LLC to market for sale its real properties in Dallas, Texas. The properties include an industrial building located at 9150 Markville Drive and the adjoining parking lot located at 9142 Markville Drive. The firm will be paid a commission of 4.5 percent of the sales price. Geoff Ficke, a partner at Colliers's, 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: Geoff Ficke Colliers's International North Texas, LLC 1717 McKinney Ave Suite 900 Dallas, TX 75202 Tel: (214) 692-1100 About Universal Rehearsal Partners Universal Rehearsal Partners, Ltd. is a Texas limited partnership formed in 2001 between John Kirtland and Vince Barnhil for the acquisition of certain real property and the operation at that property of a business that leases practice rooms and rehearsal spaces to musicians and bands. Universal Rehearsal Partners sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 22-31966) on Oct. 21, 2022, with up to $10 million in both assets and liabilities. Marcus Morriss, managing member of the Debtor's general partner, signed the petition. Judge Michelle V. Larson oversees the case. The Debtor is represented by Kane Russell Coleman Logan, PC. US RENAL CARE: $1.6B Bank Debt Trades at 36% Discount ----------------------------------------------------- Participations in a syndicated loan under which US Renal Care Inc is a borrower were trading in the secondary market around 63.9 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.60 billion facility is a Term loan that is scheduled to mature on July 26, 2026. About $1.55 billion of the loan is withdrawn and outstanding. U.S. Renal Care is a dialysis provider available for people living with chronic and acute renal disease. US RENAL CARE: $225M Bank Debt Trades at 36% Discount ----------------------------------------------------- Participations in a syndicated loan under which US Renal Care Inc is a borrower were trading in the secondary market around 64.2 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $225 million facility is a Term loan that is scheduled to mature on July 26, 2026. About $221.6 million of the loan is withdrawn and outstanding. U.S. Renal Care is a dialysis provider available for people living with chronic and acute renal disease. VERITAS US: EUR748M Bank Debt Trades at 32% Discount ---------------------------------------------------- Participations in a syndicated loan under which Veritas US Inc is a borrower were trading in the secondary market around 68.4 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The EUR748.6 millionfacility is a Term loan that is scheduled to mature on September 1, 2025. The amount is fully drawn and outstanding. Veritas US Inc. designs and develops enterprise software solutions. VICE BAR & BISTRO: Unsecureds to be Paid in Full in Plan -------------------------------------------------------- Vice Bar & Bistro LLC filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization under Subchapter V dated January 30, 2023. The Debtor operates a restaurant called Vice Bar & Bistro located in Suwanee, Georgia (the "Restaurant"). The Debtor also owns the commercial real property located at 5953 Buford Highway, Doraville, GA 30340 (the "Property"). The Debtor purchased the Property with the intention of some day moving the Restaurant into the Property. There is currently a tenant in the Property that has approximately four years left on its lease. The Debtor is wholly owned and operated by Olufemi Ashadele. A dispute with the mortgagee led to the acceleration of the loan and the Debtor filed the bankruptcy case to stop the foreclosure sale of the Property scheduled for November 1, 2022. Under this Plan, the Debtor proposes to pay the unsecured creditors in full. Therefore, creditors would not receive any greater return in a liquidation of the Debtor's assets. This Plan deals with all property of the Debtor and provides for treatment of all Claims against the Debtor and its property. Class 1 shall consist of the secured claim of AG Investment Holdings, LLC and Preston & Babloo Investments, LLC ("AG"). AG filed a proof of claim in the amount of $548,493. The Debtor shall pay the Secured Class 1 Claim in full within 60 days after the effective date. Any payments made prior to the effective date and post-petition shall be applied to the principal balance of the Secured Class 1 Claim. Class 2 shall consist of the secured claim of U.S. Small Business Administration (the "SBA"). The SBA filed a proof of claim in the amount of $370,687 for an EIDL loan secured by all the Debtor's tangible and intangible personal property. Interest accrues at the rate of 3.75% per annum with a maturity dated of May 30, 2050 (the "SBA Secured Claim"). The Debtor shall pay the Class 2 Claim in accordance with the applicable underlying agreement and non-bankruptcy law. The lien held by the SBA shall continue in full force and effect until such time as the lien is paid in full or the property is sold. Class 2 is unimpaired. Class 3 shall consist of General Unsecured Claims ("GUCs"). If the Plan is confirmed under Section 1191(a) of the Bankruptcy Code, the Debtor shall pay the General Unsecured Creditors in full within 60 days after the effective date. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, Class 3 shall be treated the same as if the Plan was confirmed under Section 1191(a) of the Bankruptcy Code. The Debtor anticipates Class 3 claims include Navy Federal Business Credit Care c/o CSC Corporation Service Company (6,163), and the Internal Revenue Service ($69,811). Notwithstanding anything else in this document to the contrary, any claim shall be reduced by any payment received by the creditor holding such claim from any third party or other obligor and the Debtor's obligations hereunder shall be reduced accordingly. No insiders shall receive any distributions under this Class. The Claims of the Class 3 Creditors are Impaired. Class 4 shall consist of Equity Interest Holder Olufemi Ashadele. Mr. Ashadele shall retain his interest in the reorganized Debtor as the 100% owner of its outstanding shares. After the Confirmation Date, the Debtor is authorized to sell or refinance all of its assets, specifically including the Property, free and clear of liens, claims and encumbrances (the "Sale Procedures"). The sources of funds for the payments pursuant to the Plan is a refinance of the Property. A full-text copy of the Subchapter V Plan dated January 30, 2023 is available at https://bit.ly/3JGonA7 from PacerMonitor.com at no charge. Attorney for Debtor: William A. Rountree, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlkglaw.com About Vice Bar & Bistro Vice Bar & Bistro, LLC operates a restaurant called Vice Br & Bistro located in Suwanee, Georgia (the "Restaurant"). Vice Bar & Bistro filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. on Case No. 22-58751) on Oct. 31, 2022, estimating between $500,000 and $10 million in both assets and liabilities. Cameron McCord has been appointed as Subchapter V trustee. Judge Sage M. Sigler oversees the case. The Debtor is represented by William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC. WEST TECHNOLOGY: S&P Rates $901MM First-Lien Credit Facility 'B-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '2' recovery rating to West Technology Group LLC's (f/k/a Intrado Corporation) $901 million first-lien term loan due in 2027. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. The term loan was issued in connection with the amend-and-extend transaction announced on Dec. 7, 2022. S&P said, "At the same time, we assigned our 'CCC-' issue-level rating and '6' recovery rating to West Technology Group's $442 million 8.5% second-lien senior secured notes due in 2027. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 5%) recovery. The notes were issued pursuant to West Technology Group's notes exchange in connection with the amend-and-extend transaction. We also raised our issue-level rating on the company's existing first-lien debt, including its $175 million revolving credit facility due in 2026 (reduced from $312 million) and $12 million outstanding under its first-lien term loans due in 2024 (which were not extended) to 'B-' from 'CCC+' and revised our recovery rating to '2' from '3'. This reflects the reduced first-lien debt (including the lower revolver commitment that we assume is 85% drawn at default). The amend-and-extend transaction improves recovery prospects for first-lien debtholders in our hypothetical default scenario notwithstanding a $1 billion reduction in our estimated gross default valuation because of the sale of its safety business to Stonepeak. Our 'CCC-' issue-level rating and '6' recovery rating on West Technology Group's $28 million of remaining 8.5% senior unsecured notes due in 2025 (which were not exchanged) are unchanged. "Our 'CCC+' issuer credit rating and stable outlook on West Technology Group are unchanged. While the company has repaid about $2.1 billion of debt and extended its maturities to 2026 and beyond, we expect leverage to remain elevated above 9x over the next year with negative free operating cash flow. Further, its prospects to reduce leverage longer term are highly uncertain because of uneven performance in its remaining business, including events, public and investor relations within the notified segment, and patient engagement within the digital workflows segment, which face intense competition and are more sensitive to macroeconomic stress, in our view." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario considers a default in 2024, caused by West Technology Group's inability to keep up with technological advancements despite its growth investments, resulting in higher churn and loss of market share to competitors. This could contribute to lower revenues, profitability, and cash flows. This decline in operating results would lead to a payment default when the company's liquidity and cash flow become insufficient to cover its cash interest expenses, mandatory debt amortization, and maintenance capital expenditure requirements. -- At default, S&P's recovery analysis assumes a capital structure consisting of a $175 million revolving credit facility maturing in 2026 (85% drawn), $12 million outstanding under its first-lien term loans due in 2024, $901 million first-lien term loan due in 2027, $28 million outstanding of 8.5% senior secured notes due in 2025, and $442 million outstanding of 8.5% second-lien senior secured notes due in 2027. -- Estimated debt claims also include about six months of accrued but unpaid interest outstanding at the point of default. -- S&P assesses recovery prospects based on a distressed gross recovery value of approximately $952 million. This is based on an emergence EBITDA of about $173 million and an EBITDA multiple of 5.5x. Simulated default and valuation assumptions: -- Simulated year of default: 2024 -- EBITDA at emergence: $173 million -- Implied enterprise valuation multiple: 5.5x -- Gross enterprise value (EV): $952 million Simplified waterfall: -- Net EV (after 5% administrative costs): $904 million -- Estimated net EV available to first-lien debt: $844 million -- Estimated first-lien debt claims: $1.08 billion --First-lien debt recovery rating: '2' (rounded estimate: 75% --First-lien debt issue-level rating: 'B-' -- Estimated value available for second-lien debt: $0 million -- Estimated second-lien debt claims: $461 million --Second-lien debt recovery rating: '6' (rounded estimate: 5%) --Second-lien debt issue-level rating: 'CCC-' -- Estimated unpledged value available for unsecured debt: $60 million -- Estimated unsecured debt and secured deficiency claims: $733 million --Unsecured debt recovery rating: '6' (rounded estimate: 5%) --Unsecured debt issue-level rating: 'CCC-' All debt amounts include six months of prepetition interest. WHEEL PROS: $1.18B Bank Debt Trades at 28% Discount --------------------------------------------------- Participations in a syndicated loan under which Wheel Pros Inc is a borrower were trading in the secondary market around 72 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.18 billion facility is a Term loan that is scheduled to mature on May 11, 2028. The amount is fully drawn and outstanding. Wheel Pros, Inc. manufactures vehicle wheels. The Company distributes wheels, tires, suspension, and accessories for vehicles. Wheel Pros serves customers in the United States and Canada. WHITE RABBIT: Wins Cash Collateral Access Thru Feb 28 ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington at Vancouver authorized White Rabbit Ventures, Inc., dba Matrix Roofing, and Home Solutions dba Matrix Roof+Home to use cash collateral on a further interim basis in accordance with the budget through February 28, 2023. The U.S. Small Business Administration is granted a replacement lien in the Debtor's postpetition assets, to the same extent, validity, and priority it had in the Debtor's prepetition assets, excluding any security interests in avoidance actions pursuant to Sections 506(c), 544, 545, 547, 548, and 549 of the Bankruptcy Code, and without prejudice to the ability of the Debtor or its creditors to contest the amount, validity and priority of the replacement lien. A continued telephonic hearing on the matter is scheduled for February 27 at 9 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3kW1TAU from PacerMonitor.com. The Debtor projects $211,516 in cost for February 2023. About White Rabbit Ventures, Inc. White Rabbit Ventures, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40173) on February 14, 2022. In the petition signed by Wendy J. Marvin, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Mary Jo Heston oversees the case. Geoffrey Groshong, Esq., at Groshong Law PLLC is the Debtor's counsel. WILLIAM HOLDINGS: Court OKs Deal on Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Howard M. Ehrenberg, the Chapter 11 Trustee of William Holdings, LLC, to use cash collateral on an interim basis in accordance with his agreement with Pacific Premier Bank and Investment MC, LLC, successor-in-interest to Investment Management Company LLC. The Chapter 11 Trustee sought authority to use cash collateral with respect to three properties in which the Estate has an interest: 1. 5731 Carlton Way, Los Angeles, CA 90028; 2. 6650 Emmet Terrace, Los Angeles, CA 90068; and 3. 7135 Hollywood Blvd., #701, Los Angeles, CA 90046. The Chapter 11 Trustee sought access to lenders' cash collateral to pay necessary expenses in accordance with the budget, with a 15% variance. The Debtor's business is the operation of apartment buildings. Some of those buildings the Trustee seeks to liquidate -- such as the Emmet Property -- but for others, the Trustee has yet to make a determination as to how to proceed. Those properties may be part of a reorganization of the Estate, or the Trustee may decide to liquidate them as well. For each of the Properties, the Trustee proposed that, (i) rents generated from each will be deposited into the separate debtor in possession account that was established for each property prior to the Trustee's appointment, (ii) no expenses for any property will be paid out of an account other than the debtor-in-possession account associated with that property, (iii) each lender will have a valid, perfected security interest in all rents generated from the subject property, and (iv) the Trustee's use of cash collateral extends only through May 31, 2023. As previously reported by the Troubled Company Reporter, PPB asserts a first priority security interest in the Debtor's Lake Property, Lexington Property and Cherokee Property and the rents they generate. IMC asserts a second priority security interest in the Cherokee Property and the rents it generates. The Trustee has sought permission from PPB and IMC to use the cash collateral generated by the Properties to pay certain obligations relating to the Properties through May 31, 2023. In addition to the expenses set forth in the Budget, for each of the Properties, the parties agreed that the Trustee may use cash collateral to pay management expenses relating to that property, equal to 8% of the gross total of income actually received from rent, laundry, and parking generated by that property during the prior month. A copy of the Debtor's motion and budgets is available at https://bit.ly/3I4EuXn from PacerMonitor.com. A copy of the order is available at https://bit.ly/3YgO1iY from PacerMonitor.com. The Debtor projects $20,192 in total income and $17,343 in total expenses for the Carlton Way building for February 2023 and $5,730 in total income and $13,635 in total expenses for the Emmet Terrace building also for the same month. About William Holdings LLC William Holdings LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14708) on August 29, 3033. In the petition filed by Kameron Segal, as CEO, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Judge Deborah J. Saltzman oversees the case. The Debtor is represented by the Law Offices of Michael Jay Berger. WW INTERNATIONAL: $945M Bank Debt Trades at 40% Discount -------------------------------------------------------- Participations in a syndicated loan under which WW International Inc is a borrower were trading in the secondary market around 60.4 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $945 million facility is a Term loan that is scheduled to mature on April 13, 2028. About $942.6 million of the loan is withdrawn and outstanding. WW International, Inc., formerly Weight Watchers International, Inc., is a global company headquartered in the U.S. that offers weight loss and maintenance, fitness, and mindset services such as the Weight Watchers comprehensive diet program. WYNN RESORTS: Egan-Jones Retains CCC+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on January 12, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts Ltd. EJR also maintained its B rating on commercial paper issued by the Company. Wynn Resorts, Limited is an American publicly traded corporation based in Paradise, Nevada, that is a developer and operator of high-end hotels and casinos. XPLORNET COMMUNICATIONS: $200M Bank Debt Trades at 41% Discount --------------------------------------------------------------- Participations in a syndicated loan under which Xplornet Communications Inc is a borrower were trading in the secondary market around 59.4 cents-on-the-dollar during the week ended Friday, February 3, 2023, according to Bloomberg's Evaluated Pricing service data. The $200 million facility is a Term loan that is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. Xplornet Communications Inc operates as a broadband service provider. The Company offers voice and data communication services through wireless and satellite networks. Xplornet Communications serves customers in Canada. [^] BOND PRICING: For the Week from Jan. 30 to Feb. 3, 2023 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Accelerate Diagnostics AXDX 2.500 91.685 3/15/2023 Air Methods Corp AIRM 8.000 4.535 5/15/2025 Air Methods Corp AIRM 8.000 4.696 5/15/2025 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 40.477 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 42.525 2/15/2028 Audacy Capital Corp CBSR 6.500 16.040 5/1/2027 Audacy Capital Corp CBSR 6.750 14.596 3/31/2029 Audacy Capital Corp CBSR 6.750 15.728 3/31/2029 Avaya Inc AVYA 8.000 35.000 12/15/2027 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bed Bath & Beyond Inc BBBY 5.165 4.485 8/1/2044 Bed Bath & Beyond Inc BBBY 4.915 4.613 8/1/2034 Bed Bath & Beyond Inc BBBY 3.749 5.533 8/1/2024 Clovis Oncology Inc CLVS 1.250 8.750 5/1/2025 Clovis Oncology Inc CLVS 4.500 19.875 8/1/2024 Clovis Oncology Inc CLVS 4.500 8.000 8/1/2024 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 1.579 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 6.858 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 6.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 7.021 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 1.506 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 1.188 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 7.828 8/15/2026 Diebold Nixdorf Inc DBD 8.500 72.610 4/15/2024 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.250 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.068 1/15/2023 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Transfer LP ET 6.250 93.250 N/A Envision Healthcare Corp EVHC 8.750 27.036 10/15/2026 Envision Healthcare Corp EVHC 8.750 27.179 10/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 11.672 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 12.815 7/15/2026 Federal Home Loan Mortgage Corp FHLMC 6.000 100.060 11/10/2027 GNC Holdings Inc GNC 1.500 0.819 8/15/2020 General Electric Co GE 4.200 85.499 N/A Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Huntington Bancshares Inc/OH HBAN 4.350 100.000 2/4/2023 Invacare Corp IVC 4.250 6.000 3/15/2026 Invacare Corp IVC 5.000 7.000 11/15/2024 Invacare Corp IVC 5.000 6.000 11/15/2024 JPMorgan Chase & Co JPM 5.106 98.160 2/15/2023 Lannett Co Inc LCI 7.750 23.616 4/15/2026 Lannett Co Inc LCI 4.500 14.390 10/1/2026 Lannett Co Inc LCI 7.750 24.795 4/15/2026 Lightning eMotors Inc ZEV 7.500 59.500 5/15/2024 MAI Holdings Inc MAIHLD 9.500 35.335 6/1/2023 MAI Holdings Inc MAIHLD 9.500 35.335 6/1/2023 MAI Holdings Inc MAIHLD 9.500 35.335 6/1/2023 MBIA Insurance Corp MBI 16.066 6.631 1/15/2033 MBIA Insurance Corp MBI 16.052 7.672 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 96.000 10/1/2023 Mashantucket Western Pequot Tribe MASHTU 7.350 42.000 7/1/2026 Morgan Stanley MS 1.800 76.609 8/27/2036 Morgan Stanley Finance MS 12.100 37.750 11/24/2023 National CineMedia LLC NATCIN 5.750 2.147 8/15/2026 National CineMedia LLC NATCIN 5.875 26.924 4/15/2028 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Party City Holdings Inc PRTY 8.750 12.000 2/15/2026 Party City Holdings Inc PRTY 10.130 19.250 7/15/2025 Party City Holdings Inc PRTY 8.750 11.250 2/15/2026 Party City Holdings Inc PRTY 6.625 0.750 8/1/2026 Party City Holdings Inc PRTY 6.625 4.000 8/1/2026 Party City Holdings Inc PRTY 10.130 16.000 7/15/2025 Photo Holdings Merger Sub Inc SFLY 11.000 43.957 10/1/2027 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 44.026 5/15/2026 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 RumbleON Inc RMBL 6.750 35.560 1/1/2025 Shift Technologies Inc SFT 4.750 12.500 5/15/2026 TMX Finance LLC / TitleMax Finance Corp TMXFIN 11.125 92.250 4/1/2023 TMX Finance LLC / TitleMax Finance Corp TMXFIN 11.125 95.362 4/1/2023 TMX Finance LLC / TitleMax Finance Corp TMXFIN 11.125 95.362 4/1/2023 Talen Energy Supply LLC TLN 6.500 38.250 6/1/2025 Talen Energy Supply LLC TLN 10.500 37.500 1/15/2026 Talen Energy Supply LLC TLN 10.500 38.015 1/15/2026 Talen Energy Supply LLC TLN 6.500 36.190 9/15/2024 Talen Energy Supply LLC TLN 10.500 38.015 1/15/2026 Talen Energy Supply LLC TLN 6.500 36.190 9/15/2024 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 14.750 5/15/2027 US Renal Care Inc USRENA 10.625 33.538 7/15/2027 US Renal Care Inc USRENA 10.625 32.828 7/15/2027 UpHealth Inc UPH 6.250 31.606 6/15/2026 WeWork Cos Inc WEWORK 7.875 53.310 5/1/2025 WeWork Cos Inc WEWORK 7.875 52.761 5/1/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 44.902 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 44.510 7/10/2025 Wesco Aircraft Holdings WAIR 13.125 6.500 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 48.250 11/15/2024 Wesco Aircraft Holdings WAIR 8.500 49.500 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 20.063 11/15/2027 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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