/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230210.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, February 10, 2023, Vol. 27, No. 40 Headlines 2377 GLENDON: SARE Files for Chapter 11 Bankruptcy 2M RESEARCH: Files Emergency Bid to Use Cash Collateral 2ND CHANCE INVESTMENT: U.S. Trustee Appoints Creditors' Committee 4TH AVENUE APARTMENTS: Gets OK to Hire RSM US as Accountant 5280 AURARIA: Again Delays Disclosures Hearing for Talks ACJK INC: Medicap Pharmacy Seeks Chapter 11 Bankruptcy ALERISLIFE INC: To be Acquired by ABP for $1.31 Per Share AMERICAN AIRLINES: Moody's Rates New Senior Secured Notes 'Ba3' AMERICAN AIRLINES: S&P Assigns 'B-' Rating on $750MM Senior Notes AMWINS GROUP: Moody's Rates New $700MM Sr. Secured Term Loan 'Ba3' AMWINS GROUP: S&P Assigns 'B+' Rating on 1st-Lien $700MM Term Loan ARICI DD: Seeks to Hire Sternberg, Nacarri & White as Counsel ART STONES: Unsecureds Will Get 18% of Claims over 36 Months ASURION LLC: Moody's Affirms 'B1' CFR, Outlook Stable ASYNTRIA INC: Amends Priority Unsecured Claims Pay Details B GSE GROUP: Gets OK to Hire Bell Davis & Pitt as Special Counsel B&G PROPERTY: Unsecured Creditors to Recover 100% in Plan BACKUP TECHNOLOGY: Court OKs Final Cash Collateral Access BACKUP TECHNOLOGY: Taps The Lane Law Firm as Bankruptcy Counsel BED BATH & BEYOND: Closes an Entire Chain to Cut Costs BED BATH & BEYOND: Failed to Make Feb. 1 Payment on Bonds BETTER 4 YOU BREAKFAST: Unsecureds Unimpaired in Plan BETTER NUTRITIONALS: Seeks to Hire BG Law as Litigation Counsel BH FROZEN: Seeks to Hire Venable LLP as New Counsel BIG VILLAGE: Seeks Cash Collateral Access BLINK CHARGING: Credit Suisse AG Has 5.8% Stake as of Dec. 31 BOY SCOUTS: DOJ Fights Churches, Victims $25-Mil. Fee Requests BRIGHT MOUNTAIN: Centre Lane Has 10.07% Stake as of Dec. 31 BUFFALO STATION: Trustee Gets OK to Tap Asset Plus as Property Mgr. BUILT ON THE ROCK: Nears Plan Deal With Lecher Neal CADIZ INC: Heerema International Has 35.3% Stake as of Feb. 2 CALICOMP CORP: Unsecureds Owed $347K to Get 65% in Plan CAMBRIDGE ESTATES: Unsecured Creditors to be Paid in Full in Plan CASA CBW: Seeks Cash Collateral Access CHESTNUT RIDGE: Wins Access to Cash Collateral CHRIS PETTIT: Trustee Taps Jackson Walker as Special Counsel COMMUNITY HEALTH: Wayne Smith Has 5.2% Stake as of Dec. 31 COMPUTE NORTH: RK Mission Steps Down as Committee Member CORE SCIENTIFIC: Appointment of Official Equity Committee Sought CORE SCIENTIFIC: Gets OK to Hire AlixPartners as Financial Advisor CORE SCIENTIFIC: Hires Weil Gotshal & Manges as Legal Counsel CORELOGIC INC: First Trust Fund II Marks $975,000 Loan at 18% Off CTI BIOPHARMA: BlackRock Has 5.6% Equity Stake as of Dec. 31 CTI BIOPHARMA: State Street Reports 12.6% Equity Stake CURIA GLOBAL: Moody's Cuts First Lien Loans to B3, Outlook Neg. CUSTOM ALLOY: Wins Cash Collateral Access Thru Feb 11 DENTAL EXPRESSION: Seeks to Hire John E. Dunlap as Legal Counsel DIMENSIONS IN SENIOR: Hires Erickson & Sederstrom as Co-Counsel DIOCESE OF NORWICH: Files Plan to Resolve Abuse Claims DIOCESE OF NORWICH: Seeks Approval of Disclosure Statement DLVAM1302 NORTH: Seeks to Hire Floyd Calhoun as Real Estate Broker DOCUPLEX INC: Seeks to Hire Larson & Company as Accountant EDPASS NY: Court OKs Cash Collateral Access Thru Feb 15 EMPLOYEE LOAN: Hires Breakwater Law Group as Corporate Counsel EMPLOYEE LOAN: Taps Impact Capital Group as Investment Banker ESCADA AMERICA: Unsecureds Owed $20.6M to Recover 13% in Plan FARMHOUSE CREATIVE: Court OKs Cash Collateral Access Thru Feb 15 FEDNAT HOLDING: Committee Seeks to Tap Bast Amron as Local Counsel FEDNAT HOLDING: Committee Taps AlixPartners as Financial Advisor FEDNAT HOLDING: Committee Taps Pachulski as Lead Counsel FINANCIAL INVESTMENTS: Court Confirms Second Amended Plan FJC MANAGEMENT: Court OKs Interim Cash Collateral Access FLOWORKS INT'L: Moody's Withdraws B3 CFR on Debt Repayment FREEPORT LNG: Moody's Confirms 'B3' CFR & Alters Outlook to Stable FROZEN WHEELS: Seeks to Hire Venable LLP as New Counsel FTX GROUP: Extends Europe and Japan Businesses Bid Deadlines FULL CIRCLE: Court Confirms Amended Plan of Reorganization G.A.H. BAR-B-Q: Files Emergency Bid to Use Cash Collateral GAMESTOP CORP: BlackRock Owns 7.2% Class A Shares as of Dec. 31 GIRARDI & KEESE: Tom Girardi Charged for Stealing $18M From Client GOLD MEZZ: Sale of KOVA Membership Interests on Feb. 14 GREENBOOK REALTY: Seeks to Hire T and T Tax Helpers as Tax Preparer GREENIDGE GENERATION: Reaches Deal With Lenders to Avoid Bankruptcy HAWAIIAN HOLDINGS: State Street Has 4.89% Stake as of Dec. 31 HEADQUARTERS INVESTMENTS: March 22 Hearing on Plan & Disclosures HEMANI HOSPITALITY: Court Confirms Reorganization Plan HERO NUTRITIONALS: Seeks to Tap Stephen Knauer as Special Counsel HERTZ CORP: Fitch Assigns 'B' LongTerm IDR, Outlook Stable HEXION INC: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable HOLDEN ROBERT: Seeks to Hire Lee M. Herman as Bankruptcy Counsel IDEAL CARE: Deadline to Confirm Plan Extended to March 31 IEH AUTO: Court OKs $75MM DIP Loan from American Entertainment ISCM HOLDINGS: Court OKs Final Cash Collateral Access J & T ELLIS TRUCKING: Unsecureds to Get $2K per Month for 36 Months J&B EXPRESS: Seeks Cash Collateral Access JACKSON, MS: S&P Affirms 'BB-' Rating on Water/Sewer Revenue Bonds KENNESAW LOFTBNB: Gets Court Approval to Hire Bankruptcy Counsel KENROCK ENTERPRISES: Voluntary Chapter 11 Case Summary KEYWAY APARTMENT: $5.7-Mil. Sale to Legacy to Fund Plan KEYWAY APARTMENT: Trustee Reaches Plan Deal With Lender KOPIN CORP: State Street Reports Less Than 1% Equity Stake MAGNOLIA OFFICE: To Auction Property to Fund Plan MANCUSO MOTORSPORTS: Cash Collateral Access OK'd Thru March 17 MANZELLA PROPERTIES: Trustee Taps Ringstad & Sanders as Counsel MEDFORD LLC: Seeks to Hire Keith Y. Boyd as Bankruptcy Counsel MIAMI JET TOURS: Seeks Cash Collateral Access MICROVISION INC: BlackRock Has 7.9% Equity Stake as of Dec. 31 MIGI ASSET: Case Summary & 20 Largest Unsecured Creditors MIRACLE CENTER: Reaches Plan Deal With Secured Creditor MKS REAL ESTATE: Data Center Bid Deadline on March 23 MOLECULAR IMAGING: Wins Cash Collateral Access Thru March 8 MOVING PROS: Gets Approval to Hire Allen Barnes & Jones as Counsel MUSCLEPHARM CORP: Seeks to Tap Foley & Lardner as Special Counsel NANO MAGIC: Scott Rickert Reports 16% Equity Stake NAPA MANAGEMENT: Moody's Cuts CFR & Secured First Lien Debt to B3 NAVARRO PECAN: Files for Chapter 11 to Sell to RJS NEKTAR THERAPEUTICS: Invesco Has 19.9% Equity Stake as of Dec. 30 NEW SECURITY: Seeks to Hire Landrau Rivera & Assoc. as Counsel NEWAGE INC: Former Xing Employee Objects to Plan NEWAGE INC: Kwikclick, et al., Opting Out of Non-Debtor Releases NIELSEN & BAINBRIDGE: Case Summary & 30 Top Unsecured Creditors NORTHERN HOSPITAL: Moody's Downgrades Revenue Bond Rating to Ba2 OCEANEERING INTERNATIONAL: S&P Affirms 'BB-' ICR, Outlook Positive OI S.A.: Chapter 15 Case Summary OLD MAJESTIC: Seeks to Hire Carrie K Montgomery CPA as Accountant ONE IMPORTERS: Unsecured Creditors to Recover 25% over 5 Years ORBIT ENERGY: Wins Cash Collateral Access Thru March 4 ORTIZ A TRUCKING: Amends Plan to Include SBA Secured Claims PLAYA HOTELS: Invesco Ltd. Has 4.2% Equity Stake as of Dec. 30 PRECAST LLC: Seeks to Hire HallerColvin PC as Bankruptcy Counsel PRESTIGE HOMECARE: Plan Confirmed Subject to Alterations PURIFYING SYSTEMS: Seeks to Tap Jennifer Liu of JMLIU as Accountant R&M DISTRIBUTORS: Seeks to Hire Juan Bigas Valedon as Counsel RAINMAKER HEALTH: Files Emergency Bid to Use Cash Collateral RAKKI LLC: Unsecureds Will Get 100% of Claims over 5 Years RENTZEL PUMP: Plan Confirmed After Amendments RICH'S DELICATESSEN: Court OKs Cash Collateral Access Thru March 8 RICHMOND HOSPITALITY: Taps MYC & Associates as Real Estate Broker RITE AID: Moody's Cuts CFR to Caa2 & Senior Secured Notes to Caa3 RIVER HEIGHTS ACADEMY: S&P Lowers 2005 Revenue Bond Rating to 'CC' ROCKWOOD MUSIC: Voluntary Chapter 11 Case Summary ROYAL CARIBBEAN: S&P Alters Outlook to Stable, Affirms 'B' ICR SELAH MOUNTAIN: Seeks Cash Collateral Access SPL PARTNERS: To Seek Plan Confirmation on Feb. 21 SRAK CORP: Unsecureds Will Get $624 per Month for 60 Months STODGHILL AND SONS: Seeks to Hire Bert L. Roos as Legal Counsel SYNCHRONY FINANCIAL: Fitch Rates $750MM 2033 Sub. Notes 'BB+' TD HOLDINGS: Chaoliang Yang Has 7.5% Equity Stake as of Jan. 30 TECHNICAL ORDNANCE: Files Emergency Bid to Use Cash Collateral THRIVE PET: Moody's Affirms 'B3' CFR & Alters Outlook to Negative THUNDER INC: Lender Seeks to Prohibit Cash Collateral Access THUNDER INC: Seeks to Extend Plan Filing Deadline to March 15 TIMES SQUARE: US Trustee Objects to 3rd Party Releases TK CLEANING: Seeks to Hire BNA CPAs & Advisors as Accountant TOMS KING: Committee Taps Kilpatrick Townsend & Stockton as Counsel TOMS KING: Creditors' Committee Seeks to Tap Krugliak as Co-Counsel TOP HOME CARE: Wins Final Cash Collateral Access TRADESMAN BREWING: Seeks Cash Collateral Access UNITI GROUP: Fitch Gives 'BB+/RR1' Rating on $1.75BB Sr. Sec. Notes UNLIMITED DEVELOPMENT: Seeks to Hire Luna Law Offices as Counsel US STEEL: Big River Debt Amendment No Impact on Moody's 'Ba3' CFR VOYAGER DIGITAL: March 2 Combined Hearing on Plan & Disclosures Set W.R. GRACE: Moody's Rates New $325MM Senior Secured Notes 'B1' WARTBURG COLLEGE: Fitch Affirms 'BB-' IDR, Outlook Positive WEST TECHNOLOGY: Fitch Alters Outlook on B- LongTerm IDR to Stable WHOLE EARTH: Moody's Lowers CFR & First Lien Term Loan to B3 ZAYO GROUP: First Trust Fund II Marks $3.7M Loan at 25% Off [*] January Large Bankruptcy Filings Rose Highest Since 2010 [^] BOOK REVIEW: The Luckiest Guy in the World ********* 2377 GLENDON: SARE Files for Chapter 11 Bankruptcy -------------------------------------------------- 2377 Glendon LLC filed for chapter 11 protection in the District of Central California. The Debtor disclosed $3.8 million in total assets against $6.323 million in liabilities. Its lone asset is the property at 2377 Glendon Ave Los Angeles, CA 90064. Secured creditor Danco Inc. is owed $1 million. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Feb. 28, 2023, at 9:00 AM at UST-LA3, TELEPHONIC MEETING. CONFERENCE LINE:1-866-811-2961, PARTICIPANT CODE:9609127. The case has been reassigned from Judge Bason to Judge Saltzman. About 2377 Glendon LLC 2377 Glendon LLC is engaged in activities related to real estate. It owns in fee simple title a real property located at 2377 Glendon Ave Los Angeles, CA, valued at $3.8 million. 2377 Glendon LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10498) on Jan. 30, 2023. In the petition filed by Guillermo Montero, as managing member, the Debtor reported total assets of $3,800,000 and total liabilities of $6,323,136. The case is overseen by Honorable Bankruptcy Judge Neil W. Bason. The Debtor is represented by: Thomas B Ure, Esq. Ure Law Firm 12991 NW 1st Street #106 Pembroke Pines, FL 33028-3207 Tel: 213-202-6070 Fax: 213-202-6075 Email: tom@urelawfirm.com 2M RESEARCH: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- 2M Research Services, LLC and Marcus E. Martin ask the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to use cash collateral on an interim basis in accordance with the budget and provide adequate protection. The Debtors require the use of cash collateral to continue the operation of their business. Martin founded 2M Research in 2011 as a Texas limited liability company. In 2013, 2M Research was awarded its first prime contract with a U.S. agency. Since that date, 2M Research has executed and managed more than 150 prime contracts with the U.S. agencies. Currently, 2M Research is performing services under 14 Agency Contracts and expects to be awarded 14 Agency Contracts in the immediate future. 2M Research estimates that its gross income from the current 14 contracts is $4.8 million per year. 2M Research entered into a secured loan transaction with Pragmatic Financial LLC pursuant to which Pragmatic lent 2M Research $3.8 million and bearing interest at 35% per year. Martin executed a guaranty of the Pragmatic Loan. The payment schedule for the loan provided for interest only and then a balloon principal payment. The Debtor was unable to make the principal payment when it became due. Pragmatic sued 2M Research Services LLC and Martin and obtained a default judgment in the amount of approximately $5.360 million. At the time the answer in the Pragmatic Lawsuit was due and for a number of months thereafter, Martin was unable to work because he contracted and was recovering from a severe COVID 19 infection. Accordingly, 2M Research missed the deadlines for reconsideration and appeal of the default judgment in the Pragmatic Lawsuit. On January 27, 2023, the State Court in the Pragmatic Lawsuit conducted a hearing and entered an order appointing a receiver for both 2M Research and Dr. Marcus. The receiver paid his bond but failed to file an oath before the bankruptcy petitions of 2M Research and Dr. Marcus were filed. In addition to the Pragmatic loan, 2M Research has secured debt through other lenders totaling approximately $311,000, secured federal tax debt of approximately $5.171 million, and unsecured debt totaling approximately $603,000. Pragmatic has asserted that Martin is individually liable with respect to the Pragmatic Loan. The IRS has asserted that Martin is individually liable to it in the amount of $5.171 million. Martin and his spouse are liable for mortgage debt and car loans of approximately $500,000; however his spouse has assumed complete responsibility for payment of such debts. Martin has additional unsecured debt in the approximate amount of $380,000 consisting of credit card debt, student loan debt, and miscellaneous debt. Prior to filing the Chapter 11 cases Martin's salary and bonus from 2M Research was $250,000 per year. After filing the Chapter 11 cases, his salary is now $115,000, and he will not receive a bonus from 2M Research until its financial condition has stabilized. His spouse owns 100% of the equity of a wholly separate company and receives income from that business. 2M Research disputes the claim of Pragmatic Financial because the interest rate charged 2M Research is usurious. If the payments previously paid to Pragmatic Financial are deducted from the Pragmatic loan at a non-usurious interest rate, 2M Research does not owe Pragmatic anything with respect to its claim and its security interest should be determined not to exist. Despite 2M Research's contentions, Pragmatic appears to assert that its security interest continues to exist. The IRS has filed lien notices securing its claims that total $5.018 million. 2M Research says these additional creditors have security interests in the cash collateral: Estimated Creditor Principal of Debt -------- ----------------- Reserve Funding Group $111,000 Creative Capital $25,000 Fox Capital $25,000 WG Lending $150,000 2M Research seeks to grant adequate protection through the issuance of replacement liens in favor of Pragmatic, IRS, Reserve Funding Group, Creative Capital, Fox Capital to the extent they hold a valid, unavoidable lien in prepetition cash and cash equivalents (a) to the extent of the value of each such security interest in Prepetition Collateral, and (b) in the same order of priority as presently existing in the Prepetition Collateral, for any diminution in value of their individual security interests in the Prepetition Collateral as of the Petition Date as a result of the use of cash collateral and the imposition of the automatic stay. To the extent Pragmatic has a valid security interest and lien, which the Debtors dispute, the Debtors submits that Pragmatic is adequately protected by the equity cushion. Debtors also submit that IRS is adequately protected by the equity cushion created by 2M Research's accounts receivable with respect to the Agency Contracts. A copy of the motion is available at https://bit.ly/3YAa0Sj from PacerMonitor.com. About 2M Research Services LLC 2M Research Services LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40271) on January 30, 2023. In the petition signed by Marcus Martin, manager and member, the Debtor disclosed up to $10 million in both assets and liabilities. Martin Averill, Esq., at Roquemore Skierski PLLC, represents the Debtor as legal counsel. 2ND CHANCE INVESTMENT: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------------- The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of 2nd Chance Investment Group, LLC. The committee members are: 1. Felipe Gutierrez Jr. 13056 Sycamore Ave., Apt. B Chino, CA 91710 Phone: (323) 479-7809 2. Jesus Acosta 13337 Nellie Ave. Chino, CA 91710 Phone: (909) 229-4426 3. Straten Lending Group, LLC c/o Shan Patel Chief Investment Officer 951 W. Main Street Mesa, AZ 85201 Phone: (714) 287-4395 4. ASB Ventures LLC c/o Sajan Bhakta Chief Executive Officer 6852 Morehouse Street Chino, CA 91710 Phone: (818) 749-8290 5. Precision Realty Fund, LLC c/o Hiten Ram Bhakta Chief Executive Officer 1300 E. Riverside Drive, D 903 Austin, TX 78741 Phone: (919) 667-6365 6. Zona AZ LLC c/o Vishal Bhakta Managing Member 3863 E. Hermosa Vista Drive Mesa, AZ 85215 Phone: (480) 231-0781 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About 2ND Chance Investment Group, LLC 2ND Chance Investment Group, LLC owns in fee simple title 13 real properties located in various locations in California and Washington having an aggregate value of $7.02 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-12142) on December 21, 2022. In the petition signed by Rayshon A. Foster, managing member, the Debtor disclosed $7,221,261 in assets and $11,002,949 in liabilities. Amanda G. Billyard, Esq., at Financial Relief Law Center, APC, is the Debtor's legal counsel. 4TH AVENUE APARTMENTS: Gets OK to Hire RSM US as Accountant ----------------------------------------------------------- 4th Avenue Apartments, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to employ RSM US LLP. RSM will serve as an accountant in connection with the Debtor's Chapter 11 case, and provide related services including financial, economic, forensic, or other consulting services, as requested by the Debtor. The hourly rates of RSM's professionals are as follows: Partner or Principal $630 Senior Director or Director $545 Manager $440 Supervisor $315 Senior Associate $270 Associate $185 Leo Munoz, a director at RSM, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leo Munoz RSM US LLP 19026 Ridgewood Parkway, Suite 400 San Antonio, TX 78259 Email: leo.munoz@rsmus.com About 4th Avenue Apartments 4th Avenue Apartments, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). It is one of several affiliated companies that purchase, refurbish, operate, and manage residential real estate as attractive investment opportunities. 4th Avenue Apartments owns a 52-unit garden-style apartment community built between 1950 and 1956 in Phenix City, Ala., part of the Columbus, Georgia Metropolitan Statistical Area, and directly across the Chattahoochee River from Fort Benning. The property comprises 13 buildings totaling 59,200 square feet at an average of 1,138 square feet per unit. On the Web: https://wildmountaincapital.com/ 4th Avenue Apartments filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 22-51475) on Dec. 29, 2022. In the petition filed by Samuels F. Sells, manager, the Debtor reported assets and liabilities between $1 million and $10 million. Judge Craig A. Gargotta oversees the case. The Debtor tapped Parkins & Rubio LLP as counsel and RSM US LLP as accountant. 5280 AURARIA: Again Delays Disclosures Hearing for Talks -------------------------------------------------------- 5280 Auraria, LLC, moves the Bankruptcy Court for entry of an order continuing the hearing on the Debtor's Disclosure Statement currently scheduled for February 10, 2023, at 10:30 a.m. and resetting the attendant deadlines regarding circulating and filing an Amended Disclosure Statement and objecting to it. On January 5, 2023, the Debtor filed an Ex Parte Unopposed Motion to Continue Disclosure Statement Hearing and Reset Attendant Deadlines. The Court granted the First Motion and reset (i) the Circulation Deadline to January 19, 2023; (ii) the Filing Deadline to Jan. 23, 2023; (iii) the Objection Deadline to Jan. 30, 2023; and (iv) the Disclosure Statement Hearing to Feb. 2, 2023. On January 19, 2023, the Debtor filed another Ex Parte Unopposed Motion to Continue Disclosure Statement Hearing and Reset Attendant Deadlines (the "Second Motion"). The Court granted the Second Motion and reset (i) the Circulation Deadline to Jan. 30, 2023; (ii) the Filing Deadline to February 2, 2023; (iii) the Objection Deadline to Feb. 7, 2023; and (iv) the Disclosure Statement Hearing to Feb. 10, 2023. DB Auraria, LLC, and the Debtor have continued to have productive discussions regarding the Disclosure Statement and underlying Plan, as well as other matters pending before the Court that may impact the Disclosure Statement and Plan, but need additional time for to continue those discussions. Accordingly, the Debtor believes it is most efficient to not proceed with the hearing on Feb. 10, 2023, and requests that the Court continue the Disclosure Statement Hearing to an available date on the Court's calendar no earlier than Feb. 15, 2023, and reset the following deadlines: (i) the Circulation Deadline to Feb. 8, 2023; (ii) the Filing Deadline to Feb. 10, 2023; and (iii) the Objection Deadline to on or about Feb. 13, 2023. Attorneys for the Debtor: Michael J. Pankow, Esq. Anna-Liisa Mullis, Esq. Amalia Sax-Bolder, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 410 17th Street, Suite 2200 Denver, CO 80202 Telephone: (303) 223-1100 Facsimile: (303) 223-1111 E-mail: mpankow@bhfs.com amullis@bhfs.com asax-bolder@bhfs.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. ACJK INC: Medicap Pharmacy Seeks Chapter 11 Bankruptcy ------------------------------------------------------ ACJK Inc., doing business as Medicap Pharmacy, filed an emergency Chapter 11 bankruptcy petition without stating a reason. The Debtor's property is located at 770 Madison Avenue Granite City, IL 62040. The Debtor's Chapter 11 Plan is due by May 30, 2023. According to court filings, ACJK Inc. estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The bare-bones petition states that funds will be available to unsecured creditors. About ACJK Inc. ACJK Inc. d/b/a Medicap Pharmacy is a local pharmacy that offers services such as immunizations, medication therapy management, multi-dose packaging, medication synchronization, important health screenings, and expert care. On the Web: https://granitecity.medicap.com/ ACJK Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 23-30045) on January 30, 2023. In the petition filed by Mark Allen, as manager, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by Honorable Bankruptcy Judge Laura K. Grandy. The Debtor is represented by: Michael J Benson, Esq. A Bankruptcy Law Firm, LLC 2770 Madison Avenue Granite City, IL 62040 Tel: 618-207-6500 Email: mike@bensonlawfirms.com ALERISLIFE INC: To be Acquired by ABP for $1.31 Per Share --------------------------------------------------------- AlerisLife Inc. announced it has entered into a definitive agreement with ABP Acquisition LLC under which ABP will acquire all of the outstanding shares of AlerisLife common stock for $1.31 per share in cash, which represents an 85% premium to the average trading price of the last 30 trading days of $0.71 per share. The total consideration to be paid to stockholders in the transaction is approximately $43.8 million and is not subject to any financing condition. ABP is majority owned and controlled by Adam Portnoy, one of AlerisLife's managing directors and the chair of its Board of Directors. ABP plans to acquire AlerisLife through a tender offer which will be subject to, among other things, a number of shares being tendered in the tender offer that, together with the shares owned by ABP and its affiliates, represent a majority of AlerisLife shares. ABP together with its affiliates currently own approximately 6.1% of AlerisLife's outstanding shares of common stock. Diversified Healthcare Trust (Nasdaq: DHC), which holds approximately 31.9% of the outstanding shares of AlerisLife common stock, has also consented to the transaction and has agreed to tender its shares in the tender offer. Promptly following completion of the tender offer, ABP will acquire all remaining shares of AlerisLife at the same price of $1.31 per share in cash through a merger. The tender offer is expected to launch promptly, and the Board will recommend that shareholders tender their shares. The transaction is expected to be completed in the first quarter of 2023. The transaction was unanimously recommended by a special committee of AlerisLife's Board of Directors comprised entirely of independent directors and approved by the Board of Directors. The special committee engaged Citigroup Global Markets Inc. as its financial advisor in connection with the transaction. About AlerisLife AlerisLife Inc., formerly known as Five Star Senior Living Inc., collectively with its consolidated subsidiaries, is a holding company incorporated in Maryland and substantially all of its business is conducted by its two segments: (i) residential (formerly known as senior living) through its brand Five Star Senior Living, or Five Star, and (ii) lifestyle services (formerly known as rehabilitation and wellness services) primarily through its brands Ageility Physical Therapy Solutions and Ageility Fitness, or collectively Ageility, as well as Windsong Home Health. AlerisLife reported a net loss of $29.93 million for the year ended Dec. 31, 2021, and a net loss of $7.59 million for the year ended Dec. 31, 2020, and a net loss of $20 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $382.54 million in total assets, $126.13 million in total current liabilities, $102.08 million in total long-term liabilities, and $154.33 million in total shareholders' equity. AMERICAN AIRLINES: Moody's Rates New Senior Secured Notes 'Ba3' --------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the new notes that American Airlines, Inc. ("American") launched earlier. Moody's expects the proceeds of this financing, along with the proceeds of the new amended and extended term loan B launched on February 6, 2023, to be used to refinance American's existing $1.8 billion term loan B due 2025. The company's South American slots, gates and routes are the collateral for the existing term loan. The same collateral will secure the new financings. The B2 Corporate Family rating and the stable outlook assigned to American Airlines Group Inc., parent of American, are unaffected by this refinancing. Assignments: Issuer: American Airlines, Inc. Backed Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD3) RATINGS RATIONALE The B2 Corporate Family rating reflects Moody's expectations that debt/EBITDA will remain elevated above 5.5x into 2024 despite expected growth in earnings and operating cash flow during this period. American's scale and competitive position as one of the world's largest airlines based on revenue balances the weaker credit metrics profile. Revenue should benefit as the recovery of long-haul international passenger volumes and travel by large corporate customers progresses in 2023. The rating also reflects Moody's expectation for stability in the company's business profile and route network, with it remaining the most domestic of the three largest US airlines. However, Moody's projects that American will continue to produce less operating cash flow than its immediate peers. Growing operating cash flow will be essential to reducing financial leverage in upcoming years. The low double-digit growth in annual labor expense that Moody's expects for American and the rest of the US industry -- driven by year one increases in pilot pay of about 20% currently on negotiating tables -- will slow the expansion of operating and free cash flow, all else equal. This will constrain the pace at which American retires funded debt and lowers its debt/EBITDA, which was about 8x at the end of 2022. Strong demand for air travel in Q1 2023 will support pricing power in the first half of the year, which, if sustained through the year, will help mitigate pressure of cost inflation on margins. The stable outlook reflects Moody's expectation for improving operating performance and financial results over the next 12 to 24 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if Moody's expects EBITDA margins will be sustained above 15%, debt-to-EBITDA will be sustained below 5x and funds from operations plus interest-to-interest approaches 4x. The ratings could be downgraded if Moody's expects cash plus revolver availability to fall below $8 billion, debt/EBITDA of more than 7x or EBIT margin to not approach 7%. The principal methodology used in this rating was Passenger Airlines published in August 2021. American Airlines Group Inc. is the holding company for American Airlines, Inc. and regional subsidiaries, Envoy, PSA and Piedmont. Revenue was $49 billion in 2022. AMERICAN AIRLINES: S&P Assigns 'B-' Rating on $750MM Senior Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to U.S.-based global airline company American Airlines Group Inc.'s (B-/Stable/--) proposed US$750 million senior secured notes due 2028. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in its simulated default scenario. The proposed notes will be secured by American's South American slots, routes, and gates, and rank pari passu with the company's new US$1 billion term loan B due 2028 and existing US$750 million revolver (undrawn). Proceeds from the issuance, in tandem with proceeds from the new term loan B, will be used to repay American's 2013 US$1.8 billion term loan B due 2025. There will be no change in American's net debt. S&P said, "Our 'B-' issuer credit rating on American is unchanged, but we consider the planned debt maturity extension from the proposed term loan and notes issuance as a positive development for the company. In our view, it is a proactive step to addressing its significant and most onerous debt repayment obligations in 2025 (which should drop by about 20% in that year). Completion of the issuance would also demonstrate a degree of financing flexibility amid a period of difficult credit market conditions, particularly for lower-rated issuers. "However, in our view, American's scheduled maturities continue to present refinancing risk and will need to be addressed in the next few years. In addition, the company's total debt levels are substantial (over US$40 billion in total reported debt and leases) and will not change from these transactions. American's operating results materially strengthened in 2022 and we expect further improvement this year, but the company's large debt load underpins our highly leveraged financial risk assessment on the company." AMWINS GROUP: Moody's Rates New $700MM Sr. Secured Term Loan 'Ba3' ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba3 rating to a $700 million senior secured term loan (maturing in February 2028) being issued by Amwins Group, Inc. (Amwins, corporate family B1) following the company's announcement that it plans to borrow an incremental $700 million under its existing senior secured credit facilities. The company will use net proceeds from the borrowing to help fund a shareholder dividend. The rating outlook for Amwins is unchanged at stable. RATINGS RATIONALE Amwins' ratings reflect its market position as the largest US property and casualty wholesale broker; its diversification across clients, retail producers, insurance carriers and product lines; and its healthy EBITDA margins. The company has achieved solid organic growth and consistent profitability supported by effective technology investments, high employee retention and an opportunistic acquisition strategy. These strengths are offset by the company's significant debt burden, integration risk associated with acquisitions, and potential liabilities arising from errors and omissions, a risk inherent in professional services. Amwins also has a record of borrowing substantial sums from time to time to help fund payments to shareholders. Amwins reported revenue of $1.6 billion for the first nine months of 2022, up 19% compared to the same period in 2021, reflecting strong organic growth and tuck-in acquisitions. The company has maintained strong EBITDA margins. While the issuance of debt to fund a shareholder dividend is credit negative, Amwins' financial leverage will remain in the range of rating expectations following the transaction, said Moody's, and the company has a good record of reducing leverage through earnings and free cash flow. Giving effect to the pending transaction, Amwins will have pro forma debt-to-EBITDA of around 6x, (EBITDA - capex) interest coverage in the range of 2x – 3x and free-cash-flow-to-debt in the mid-single digits, according to Moody's estimates. These pro forma metrics reflect Moody's accounting adjustments for operating leases and run-rate EBITDA from acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade of Amwins' ratings include: (i) continued profitable growth, (ii) debt-to-EBITDA ratio below 4.5x, (iii) (EBITDA - capex) coverage of interest exceeding 3.5x, and (iv) free-cash flow-to-debt ratio above 8%. Factors that could lead to a ratings downgrade include: (i) debt-to-EBITDA ratio above 6x, (ii) (EBITDA - capex) coverage of interest below 2.5x, or (iii) free-cash-flow-to-debt ratio below 5%. Moody's has assigned the following rating: $700 million guaranteed senior secured term loan maturing in February 2028 at Ba3 (LGD3). The following ratings remain unchanged: Corporate family rating at B1; Probability of default rating at B1-PD; $300 million guaranteed senior secured revolving credit facility maturing in February 2026 at Ba3 (LGD3); $2,595 million ($2,553 million outstanding) guaranteed senior secured term loan maturing in February 2028 at Ba3 (LGD3); $790 million guaranteed senior unsecured notes maturing in June 2029 at B3 (LGD6). The rating outlook for Amwins is unchanged at stable. The principal methodology used in this rating was Insurance Brokers and Service Companies published in June 2018. Based in Charlotte, North Carolina, Amwins is a leading wholesale distributor of specialty insurance products and services. The company generated revenues of $2.1 billion for the 12 months through September 2022. AMWINS GROUP: S&P Assigns 'B+' Rating on 1st-Lien $700MM Term Loan ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' debt rating to Amwins Group Inc.'s proposed first-lien term loan B issuance of $700 million due February 2028. The recovery rating is '3', indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery of principal in the event of default. S&P expects new financing to be priced on a SOFR benchmark and for Amwins to use the proceeds to pay a dividend to the owners. The existing long-term issuer credit rating of 'B+' is unaffected by the debt-funded dividend recapitalization. Leverage at 12 months ended Sept. 30, 2022, was approximately 5.5x pro forma for the new first-lien term loan B issuance, including existing debt, operating leases, contingent earnouts, and annualized earnings contributions from closed acquisitions, up from 4.6x. S&P expects the company to continue to operate with leverage of 5.5x-6.0x in 2023 as continued strength within the wholesale brokerage and managing general agents markets from greater flow of new business, strong pricing, increasing market share, and dislocation in the property market support organic expansion. On a rolling 12-month basis, revenue grew approximately 20%, reflecting the benefits of the market conditions and management execution. EBITDA margins remain in excess of 34% due to the strength of the business benefitting from higher operating leverage with growth in travel and entertainment expenses recovering but still remain below pre-pandemic levels. S&P said, "While we expect margins to remain strong, we expect them to moderate slightly. Additionally, we expect Amwins to opportunistically expand through acquisitions (both debt and organically cash flow funded), with future deals focused on adding capabilities with both a strategic and cultural fit at a reasonable cost." S&P said, "Although we forecast steady to improving leverage over the next 12 months, with increasing interest rates and a lower proportion of the floating rate portion of the capital structure to be hedged, we anticipate that higher debt-servicing costs will modestly reduce EBITDA interest coverage--although it will remain in line with our expectations for the current rating. We forecast Amwins to operate with EBITDA interest coverage of 3.0x-3.5x over 2023, reflecting the benefits from the current hedges in place." ARICI DD: Seeks to Hire Sternberg, Nacarri & White as Counsel ------------------------------------------------------------- Arici DD LLC, doing business as Daisy Dukes Express, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Sternberg, Nacarri & White, LLC to handle its Chapter 11 case. On April 7, 2022, the firm received a retainer in the amount of $21,738 from the Debtor. The firm will be paid at its hourly rate of $350, plus expenses. Ryan Richmond, Esq., a partner at Sternberg, Nacarri & White, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ryan J. Richmond, Esq. Sternberg, Nacarri & White, LLC 251 Florida Street, Suite 203 Baton Rouge, LA 70801 Telephone: (225) 412-3667 Facsimile: (225) 286-3046 Email: ryan@snw.law About Arici DD LLC Arici DD LLC, doing business as Daisy Dukes Express, filed its voluntary petition for Chapter 11 protection (Bankr. E.D. La. Case No. 23-10130) on Jan. 29, 2023, with as much as $1 million in both assets and liabilities. Mensur Arici, manager, signed the petition. Judge Meredith S. Grabill oversees the case. Ryan J. Richmond, Esq., at Sternberg, Nacarri & White, LLC serves as the Debtor's legal counsel. ART STONES: Unsecureds Will Get 18% of Claims over 36 Months ------------------------------------------------------------ Art Stones Design Corp., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Second Amended Subchapter V Plan of Reorganization dated February 2, 2023. The Debtor's primary business activity is the custom fabrication and installation of natural stones and man-made material for countertops. Marco Pertile started Art Stones Design Corp. in 2010. In the beginning of 2020, the Debtor signed a contract involving three apartment projects and over 900 separate jobs. The contract contained a fixed price for each unit. Fabrication of these units began at the end of 2020. Due to the supply chain interruptions created by Covid, the cost of material increased 79% from the start of the contract. The Debtor covered the cost increase but started making late payments on debt and missing payments. The Debtor borrowed high interest loans in an effort to make delivery deadlines and avoid daily fines. The contractor promised to assist with material cost which never happened. As the high interest lender continued to make automatic withdrawals from the business account, the business could not continue without debt relief in Chapter 11. This Plan proposes to pay creditors of the Debtor from future income. The term of the Plan is 36 months. Certain payments will extend beyond the three-year term. Non-priority unsecured creditors holding allowed claims will receive distributions which the proponent of the Plan has valued at approximately 18%. The Plan also provides for the payment of administrative and priority claims. Class 8 consists of Unsecured Creditors. The Debtor's total unsecured debt is approximately $54,593. This amount includes estimated deficiencies for partially secured creditors. This list is an initial estimate and the amounts may change. The Debtor will pay a total of $10,000, with no interest, to all timely filed, allowed unsecured claims on a pro rata basis over 36 months. For administrative convenience, this amount will be paid quarterly, with payments of $833.33 each, starting on the first day of the month which is three months following the Effective Date of the Plan. There will be a 10-day grace period as to each such payment. The Debtor intends to make Plan payments from future income. Should the Debtor be unable to make the required payments from future income, the Debtor will take appropriate action to fund the required amount. This could include a proposed modification of the confirmed plan or liquidation of assets. The Debtor shall continue to exist as the Reorganized Debtor, doing business under the name Art Stones Design, Corp. Marco Pertile shall remain the sole officer and director of the Reorganized Debtor. A full-text copy of the Second Amended Plan dated February 2, 2023 is available at https://bit.ly/3YfSmUj from PacerMonitor.com at no charge. Attorneys for Debtor: Lisa C. Cohen, Esq. RUFF & COHEN, P.A. 4010 Newberry Road, Suite G Gainesville, Florida 32607 Telephone: (352) 376-3601 Fascimile: (352) 378-1261 Email: lcohen@ruffcohen.com 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. ASURION LLC: Moody's Affirms 'B1' CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service has affirmed the B1 corporate family rating and B1-PD probability of default rating of Asurion, LLC following the company's announcement of plans to issue a $1 billion first-lien term loan maturing in August 2028 (rating assigned at Ba3) to refinance a portion of its first-lien term loan maturing in November 2024. The rating outlook for Asurion is stable. RATINGS RATIONALE According to Moody's, the rating affirmation reflects Asurion's strong market presence in mobile device services, including fulfillment, repair and administration, distributed through wireless carriers in the US, Japan and other selected international markets (Carrier segment). Asurion also has a smaller but growing presence in extended warranty, service and replacement plans for consumer electronics and appliances offered through major retailers, its own repair shop network, and a remote technician network (Retail and Direct segment). In both segments, a growing share of Asurion's revenue comes from comprehensive technical support bundled with other product offerings. Asurion has a record of efficient operations, good customer service, healthy profit margins, and broad access to debt and equity financing. A key credit challenge for Asurion is its business concentration among leading wireless carriers, although Asurion has strong relationships with the carriers and it recently agreed to a multiyear contract extension with a major carrier. Another challenge is foreign exchange risk associated with Asurion's large Japanese business, which the company hedges through a range of derivatives that help protect enterprise value but add volatility to reported earnings. Asurion also has a record of borrowing substantial sums from time to time to help fund payments to shareholders. The loss of a major carrier account in late 2021, along with other charges and investments, caused Asurion's adjusted EBITDA to decline by a double-digit percentage in 2022 versus 2021. In response, Asurion has reduced its cost structure (mainly through a modest staff reduction), shifted some resources toward new products and services, and reduced its debt by more than $600 million during 2022. Moody's estimates that Asurion has a pro forma debt-to-EBITDA ratio of about 6.5x, (EBITDA - capex) interest coverage of 2x-3x, and a free-cash-flow-to-debt ratio in the low-to-mid-single digits. These pro forma metrics incorporate Moody's adjustments for operating leases, noncontrolling interest expense and foreign exchange hedging. The rating agency expects Asurion to return to EBITDA growth and gradually reduce its financial leverage over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of Asurion's ratings include (i) debt-to-EBITDA ratio consistently below 5x, (ii) (EBITDA - capex) coverage of interest exceeding 3.5x, and (iii) free-cash-flow-to-debt ratio above 8%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio consistently above 6.5x, (ii) (EBITDA - capex) coverage of interest below 2x, (iii) free-cash-flow-to-debt ratio below 4%, or (iv) loss of another major carrier relationship. Moody's has affirmed the following ratings: Corporate family rating at B1; Probability of default rating at B1-PD; $250 million senior secured first-lien revolving credit facility maturing in August 2027 at Ba3 (LGD3); $1.2 billion (after pending reduction of nearly $1 billion) senior secured first-lien term loan maturing in November 2024 at Ba3 (LGD3); $3.0 billion senior secured first-lien term loan maturing in December 2026 at Ba3 (LGD3); $2.1 billion senior secured first-lien term loan maturing in July 2027 at Ba3 (LGD3); $1.2 billion senior secured first-lien term loan maturing in August 2028 at Ba3 (LGD3); $1.6 billion senior secured second-lien term loan maturing in January 2028 at B3 (LGD5); $2.7 billion senior secured second-lien term loan maturing in January 2029 at B3 (LGD5). Moody's has assigned the following rating: $1.0 billion senior secured first-lien term loan maturing in August 2028 at Ba3 (LGD3). The rating outlook for Asurion is stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Based in Nashville, Tennessee, Asurion is a global provider of insurance, repair, replacement, installation and technical support for mobile devices and other consumer electronics and appliances. Asurion generated revenue of $8.4 billion in 2022. ASYNTRIA INC: Amends Priority Unsecured Claims Pay Details ---------------------------------------------------------- Asyntria, Inc., submitted a Second Amended Subchapter V Plan dated February 2, 2023. Creditors holding general unsecured claims include American Express ($88,040.40); Comcast ($1,316.58); Internal Revenue Service ($41,831.83); Mandalay Corp. Dba Mandalay Bay Resort & Casino ($443,529.03); The Johnston Group ($646,372.33); and unknown, disputed claim of Wendy Meigs. Class 1 is comprised of Allowed Unsecured Priority Claims held by the Internal Revenue Service. In full satisfaction, holders of Allowed Unsecured Priority Claims shall receive equal monthly Cash payments of its Allowed Claim for a period of thirty-six months with interest bearing on the Allowed Claim at 7% per annum. Payments shall commence the first calendar date following thirty days from the Effective Date. In the event of any failure of the Reorganized Debtor to timely make its required plan payments to Holders of Allowed Claims in this Class, which shall constitute an event of default under the plan as to these Claimants, they shall send a Notice of Default to the Reorganized Debtor. If Default is not cured within 30 days of the date of such notice, the Holders of Allowed Claims may proceed to collect all amounts owed pursuant to state law without further recourse to the Bankruptcy Court. The holders of Claims in Class 1 are only required to send 2 Notices of Default, and upon the third event of default, Claimants may proceed to collect all amounts owed under state law without further notice. Class 2 is comprised of all Allowed Unsecured General Claims. In full satisfaction, holders of Allowed General Unsecured Claims shall receive Pro Rata Cash payments of the Debtor's Disposable Income for a period of 36 months to be paid in semi-annual payments with payments commencing 6 months following the Effective Date with each consecutive payment made every six months thereafter. The first payment shall be paid on the first of the month immediately following 6 months after the Effective Date. In the event of any failure of the Reorganized Debtor to timely make its required plan payments to Holders of Allowed Claims in this Class, which shall constitute an event of default under the plan as to these Claimants, they shall send a Notice of Default to the Reorganized Debtor. If Default is not cured within 30 days of the date of such notice, the Holders of Allowed Claims may proceed to collect all amounts owed pursuant to state law without further recourse to the Bankruptcy Court. The holders of Claims in Class 2 are only required to send 2 Notices of Default, and upon the third event of default, Claimants may proceed to collect all amounts owed under state law without further notice. The equity interest holders of this Plan shall retain their respective equity interests. To the extent that there are disputed equity interest holders of the Debtor, their equity interest is extinguished and only the equity interest holders of this Plan shall retain their interests. The payments contemplated in this Plan shall be funded from the continued operations of the Debtor and continued financial support from the Debtor's equity interest holder Straden-Schaden, Inc. in the form of advancement of the Debtor's operating expenses and reimbursement of those expenses. During the pendency of the case, Straden-Schaden has advanced funds for the Debtor's operating expenses and will continue its support after confirmation of the Debtor's Plan. The Debtor is still in the process of preparing its financial projections and liquidation analysis which it will later attach and incorporate into its Plan. A full-text copy of the Second Amended Plan dated February 2, 2023 is available at https://bit.ly/3RHoU7b from PacerMonitor.com at no charge. Debtor's Counsel: Susan Tran Adams, Esq. TRAN SINGH, LLP 2502 La Branch St. Houston, TX 77004 Tel: (832) 975-7300 Email: stran@ts-llp.com About Asyntria, Inc. Asyntria Inc., Inc., provides training to pharmaceutical technicians and other medical professionals and manufactures compounds that medical professional trainees utilize during patient simulations. Asyntria, Inc., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22 30696) on March 20, 2022. In the petition signed by Michael Johnston, president, the Debtor disclosed up to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Eduardo V. Rodriguez oversees the case. Susan Tran Adams, Esq. of TRAN SINGH, LLP is the Debtor's counsel. B GSE GROUP: Gets OK to Hire Bell Davis & Pitt as Special Counsel ----------------------------------------------------------------- B GSE Group, LLC received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Bell, Davis & Pitt, PA as special counsel. The Debtor needs legal representation in a litigation pending in the United States District Court for the District of Utah entitled John Bean Technologies Corporation vs. B GSE Group, LLC and Bryan Bullerdick, Case No. 1:17-cv-00142. The hourly rates of the firm's counsel and staff are as follows: Edward B. Davis $295 Joshua B. Durham $295 Staff members $100 - $295 In addition, the firm will seek reimbursement for expenses incurred. Joshua Durham, Esq., principal attorney at Bell, Davis & Pitt, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joshua B. Durham, Esq. Bell, Davis & Pitt, PA 227 W. Trade St., Suite 1800 Charlotte, NC 28202 Telephone: (704) 227-0125 Email: jdurham@belldavispitt.com About B GSE Group B GSE Group LLC, doing business as Bullerdick GSE LLC, delivers turnkey system solutions to military and commercial airport terminals, ramps, and hangars around the globe -- cutting capital maintenance costs, saving time, and reducing fuel consumption. B GSE Group filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-30013) on Jan. 6, 2023. In the petition filed by Mark Allen, manager, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. David Schilli has been appointed as Subchapter V trustee. Judge J. Craig Whitley oversees the case. The Debtor tapped Richard S. Wright, Esq., at Moon Wright & Houston, PLLC as counsel; Bell, Davis & Pitt, PA as special counsel; and GreerWalker LLP as financial advisor. B&G PROPERTY: Unsecured Creditors to Recover 100% in Plan --------------------------------------------------------- B&G Property Investments, LLC, submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement on Jan. 25, 2023. The total payout to the unsecured creditors is described in the Projected Creditor Distributions, and is projected to be approximately $7.5 million plus interest, as applicable, under Section 726(a)(5), based on the Allowed Claims. The Debtor estimates that the percentage distribution to Unsecured Claims will be 100% on such claims, unless the holder(s) of such claims accept other treatment. The majority of Unsecured Claims will be paid in a single payment upon the Exit Facility or sale of The Villages. The Villages development is to total 720 units on 68 acres in the City of West Point in Troup County, Georgia, 72 miles south of Atlanta's Hartsfield-Jackson International Airport, and 42 miles north of Columbus, GA. This development is adjacent to the City of LaGrange, 3 miles from a Kia Motors/Hyundai manufacturing facility, and less than 1 mile from the beautiful West Point Lake and Campground. The development's floor plan options are to include, one, two and three-bedroom units with high ceilings/view decks, with many homes overlooking the 1 acre on-site lake, with open areas/walking trails, play areas, and various pool/workout/other indoor/outdoor activities including pickleball. Residency in the development is to include factory workers, 2nd home accommodations, retirees, students, and others. The Plan proposes a sequence of benchmarks laying out the successive alternatives and timing for development, sale, or surrender of The Villages, the debtor's primary asset. The Debtor will enter into a new revolving credit facility in an aggregate principal amount sufficient for operational funds to bring The Villages development to a "shovel-ready" status (the "Interim Facility") with one or more lenders (the "Interim Facility Lender") on or before a date 365 days after the Effective Date. After obtaining the Interim Facility and the project development having been brought to a "shovel-ready" status, the Debtor will enter into a new credit facility, (the "Exit Facility") in an amount sufficient to pay all Allowed Claims and construct Project One with one or more lenders and/or equity partners (collectively, the "Exit Facility Lender") on or before a date 550 days after the Effective Date. If the Debtor is unable to close on the Interim Facility on or before a date 365 days after the Effective Date, the Debtors will immediately start to market The Villages for sale in an amount sufficient to pay the Claims of Creditors with such sale to close on or before a date 550 days after the Effective Date. In the alternative, following the Interim Facility, the Debtors may obtain such funding as necessary to pay the Claims of Creditors on or before a date 550 days after the Effective Date. Upon the failure of the Debtor to close either the Interim Facility on or before 365 days after the Effective Date or to pay all Claims of Creditors on or before 550 days after the Effective Date, Creditors, at their sole discretion, shall have relief to proceed against the Debtor and/or property of the Debtor or to have the Bankruptcy Case converted to a case under chapter 7 for liquidation by the duly-appointed trustee. Under the Plan, Class 8 General Unsecured Claims are impaired. The terms of all agreements between the Debtor and General Unsecured Creditors shall remain the same, excepting that the maturity date of any note shall be extended to a date not less than 550 days from the Effective Date and that any interim payments prior to such maturity date shall be deferred until the earlier of the maturity date, Exit Facility or sale of The Villages development. In the event of the Exit Facility, the Creditors within Class 8 shall be collectively paid the amount required to satisfy the Claims of Class 8 Creditors. In the event of the sale of The Villages, Class 8 Creditors will receive, divided pro rata, all funds not otherwise distributed to Creditors holding administrative, priority, or Claims in Classes 1 through 7, up to the amount required to satisfy the Claims of Class 8 Creditors, including interest, as applicable, under Section 726(a)(5). The Debtor projects that approximately up to $7.5 million will collectively be paid to Class 8 creditors. The Debtor proposes to fund the payments called for by the Plan from Debtor's postpetition credit facilities, and from its share of the proceeds, if any, of the liquidation of certain Assets held by the Debtor as more fully described in this Disclosure Statement. Attorneys for the Debtor-in-Possession: Douglas R. Ricks, Esq. Christopher N. Coyle, Esq. VANDEN BOS & CHAPMAN, LLP 319 SW Washington St., Ste. 520 Portland, OR 97204 Tel: (503) 241-4861 Fax: (503) 241-3731 A copy of the Disclosure Statement dated Jan. 27, 2023, is available at https://bit.ly/3kSJ7uj from PacerMonitor.com. About B&G Property Investments B&G Property Investments, LLC, a company in Medford, Ore., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 22-60998) on July 29, 2022, with between $10 million and $50 million in both assets and liabilities. Keith Boyd, manager, signed the petition. Judge Thomas M. Renn presides over the case. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP and John Warekois, CPA LLC serve as the Debtor's legal counsel and accountant, respectively. The U.S. Trustee for Region 18 appointed an official committee of unsecured creditors on Oct. 6, 2022. BACKUP TECHNOLOGY: Court OKs Final Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston, Division, authorized Backup Technology, LLC to use cash collateral on a final basis in accordance with the budget. As previously reported by the Troubled Company Reporter, a search in the Texas Secretary of State shows that allegedly secured positions are held by: (1) Western Equipment Finance; (2) Technology Finance; (3) Western Equipment Finance, (4) Hewlett-Packard Financial Services, (5) BFG Corporation, (6) Hewlett-Packard Financial Services, (7) Cutting Edge Realty, (8) Western Equipment Finance, and (9) the U.S. Small Business Administration The U.S. Small Business Administration is the only party with an interest in cash collateral; all other parties have filed the UCC-1 financing statement to perfect in equipment. The Court's order permits the Debtor to use the cash collateral in accordance with the budget, with a 10% variance. As adequate protection for the use of cash collateral, the secured 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/40H5qn0 from PacerMonitor.com. About Backup Technology, LLC Backup Technology, LLC provides data processing, hosting, and related services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30141) on January 16, 2023. In the petition signed by Michael Colesante as managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Marvin Isgur oversees the case. Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. BACKUP TECHNOLOGY: Taps The Lane Law Firm as Bankruptcy Counsel --------------------------------------------------------------- Backup Technology, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire The Lane Law Firm, PLLC as its counsel. The firm's services include: a. advising the Debtor regarding the administration of its Chapter 11 case; b. assisting the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attending meetings and negotiating with representatives of secured creditors; d. assisting the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement accompanying the plan; e. taking all necessary actions to protect and preserve the interests of the Debtor; f. appearing in courts; and g. performing all other necessary legal services for the Debtor. The firm will be paid at these rates: Partners $550 per hour Supervising Attorneys $475 per hour Associates $350 to $400 per hour Paralegals $125 to $175 per hour The retainer is $45,000. In addition, the firm will receive reimbursement for its out-of-pocket expenses. Robert Lane, Esq., a partner at The Lane 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 at: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About Backup Technology Houston-based Backup Technology, LLC provides data processing, hosting and related services. Backup Technology sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30141) on Jan. 16, 2023. In the petition signed by Michael Colesante as managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Marvin Isgur oversees the case. Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. BED BATH & BEYOND: Closes an Entire Chain to Cut Costs ------------------------------------------------------ Jena Greene of The Street reports that Bed Bath & Beyond closes an entire chain as bankruptcy looms -- the struggling retailer will begin closing Harmon, its discount beauty and personal care chain, effective immediately. "Store closing sales will commence and continue over the next few weeks and months," Bed Bath & Beyond said. "While this decision is difficult, local customers can still find their favorite health, beauty and wellness products at nearby Bed Bath & Beyond stores." As of November 2022, Bed Bath & Beyond was operating 50 Harmon, Harmon Face Value, and Face Value stores. Many of those stores were concentrated in the tristate area (New York, New Jersey, and Connecticut). All stores will be shuttered. Its Troubles Don't End Here Bed Bath & Beyond will close an additional 87 of its namesake stores, edging toward the 150 stores it said it would aim to shutter in 2022. "As we continue to work with our advisors to consider multiple paths, we are implementing actions to manage our business as efficiently as possible. The Company has initiated the closure of an additional 87 Bed Bath & Beyond and five BuyBuy Baby stores," the company said. "This store fleet reduction expands the company’s ongoing closure program of approximately 150 lower-producing Bed Bath & Beyond banner stores. Additionally, the Company announced the closure of all Harmon locations. We will update all stakeholders on our plans as they develop and finalize." Net sales for Bed Bath and Beyond declined 33% in Q3 2023 from the year-earlier period. Comparable-store sales fell 34%. Early this January 2023 Bed Bath & Beyond issued a warning that "there is substantial doubt about the company's ability to continue as a going concern." Chief Executive Sue Gove said the chain would be taking aggressive measures toward reducing the number of its unprofitable stores. Analysts responded poorly to the earnings; Telsey analysts told Retail Dive that "the store's unimpressive foot traffic, inconsistent product stock, languished overall appearance, and heavy clearance activity, precisely [depict] the troubling state of affairs faced by the company currently." About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, and a net loss of $613.82 million for the year ended Feb. 29, 2020. As of Aug. 27, 2022, the Company had $4.66 billion in total assets, $5.24 billion in total liabilities, and a total shareholders' deficit of $577.65 million. As of Nov. 26, 2022, the Company had $4.40 billion in total assets, $5.20 billion in total liabilities, and a total shareholders' deficit of $798.64 million. * * * As reported by the TCR on Jan. 11, 2023, S&P Global Ratings raised its issuer credit rating on Union, N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to 'CC' from 'SD' (selective default). S&P said, "The 'CC' rating and negative outlook on BBBY reflects our view that while not actively in default, the company is highly vulnerable and a distressed transaction or broader restructuring is a virtual certainty based on its deteriorating liquidity position, challenging operating conditions, and the looming maturities of its outstanding 2024 notes." As reported by the TCR on Nov. 28, 2022, Moody's Investors Service retained Bed Bath's corporate family rating at Ca and the outlook remains stable. According to Moody's, Bed Bath & Beyond's Ca corporate family rating reflects the very high likelihood of further defaults over the next twelve months. BED BATH & BEYOND: Failed to Make Feb. 1 Payment on Bonds --------------------------------------------------------- Jeannette Neumann of Bloomberg News reports that Bed Bath & Beyond Inc., the financially strapped home-goods retailer, missed interest payments on its bonds, a week after receiving a default notice from lenders. The retailer failed to make Feb. 1 payments on notes that total more than $1 billion, a spokeswoman said in an emailed statement to Bloomberg. The default means Bed Bath & Beyond has entered a 30-day grace period, during which time it can still make the interest payments. The skipped payments are the latest sign of the retailer's worsening financial situation. Bed Bath & Beyond is weighing various financial options, including the possibility of a Chapter 11 bankruptcy filing, which would allow the company to continue operating while it attempts to reorganize. The company received a default notice from JPMorgan Chase & Co. on Jan. 25, 2023,, and warned it didn't have enough funds to make payments. In recent days, the retailer's efforts to find a buyer in bankruptcy have stalled, Bloomberg News has reported, citing people with knowledge of the matter. That potentially puts the home-goods chain on a path toward liquidation. The chain's decline has been years in the making. It accelerated in recent months as suppliers grew increasingly concerned about the company's future and demanded payments in advance. "Multiple paths are being explored and we are determining our next steps carefully, and in a timely manner," the spokeswoman said. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, and a net loss of $613.82 million for the year ended Feb. 29, 2020. As of Aug. 27, 2022, the Company had $4.66 billion in total assets, $5.24 billion in total liabilities, and a total shareholders' deficit of $577.65 million. As of Nov. 26, 2022, the Company had $4.40 billion in total assets, $5.20 billion in total liabilities, and a total shareholders' deficit of $798.64 million. * * * As reported by the TCR on Jan. 11, 2023, S&P Global Ratings raised its issuer credit rating on Union, N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to 'CC' from 'SD' (selective default). S&P said, "The 'CC' rating and negative outlook on BBBY reflects our view that while not actively in default, the company is highly vulnerable and a distressed transaction or broader restructuring is a virtual certainty based on its deteriorating liquidity position, challenging operating conditions, and the looming maturities of its outstanding 2024 notes." As reported by the TCR on Nov. 28, 2022, Moody's Investors Service retained Bed Bath's corporate family rating at Ca and the outlook remains stable. According to Moody's, Bed Bath & Beyond's Ca corporate family rating reflects the very high likelihood of further defaults over the next twelve months. BETTER 4 YOU BREAKFAST: Unsecureds Unimpaired in Plan ----------------------------------------------------- Better 4 You Breakfast, Inc., submitted a Plan of Reorganization dated Jan. 27, 2023. This Plan becomes effective 60 days after entry of an Order on the Court's docket confirming Debtor's Plan. If the proposed Effective Day is a weekend or national holiday, the Effective Date will be the first business day thereafter. On notice and motion made prior to 60 days after the Confirmation Date and for cause, the Debtor may seek to defer the Effective Date to as late as 120 days after the Confirmation Date. Under the Plan, Class 1 General Unsecured Creditors which is not the subject of a timely filed objection will receive a single payment in cash on the Effective Date which will be deemed satisfaction in full of that creditor's claim. Creditors will be paid in full. In addition thereto, creditors will be paid interest on their claim at the rate of 10% percent per annum in accordance with applicable State law through the Effective Date. Class 1 is unimpaired. The Plan will be funded from cash or other assets (such as the stock of Revolution Foods, PBC) to be liquidated if necessary which were acquired, in large part, from the sale of Debtor's operating business assets. Attorney for the Debtor: David A. Tilem, Esq. LAW OFFICES OF DAVID A. TILEM 201 N. Jackson St., Suite 201 Glendale, CA 91206 Tel: (888) 257-7648 / (818) 507-6000 Fax: (818) 507-6800 Email: DavidTilem@TilemLaw.com Staff@TilemLaw.com A copy of the Disclosure Statement dated Jan. 27, 2023, is available at https://bit.ly/3XK5ZLa from PacerMonitor.com. About Better 4 You Breakfast Better 4 You Breakfast, Inc., is a school meal vendor based in Los Angeles, Calif. Better 4 You Breakfast sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10994) on Feb. 24, 2022, listing as much as $50 million in both assets and liabilities. Fernando Castillo, president, signed the petition. Judge Sheri Bluebond oversees the case. The Debtor tapped Daniel A. Tilem, Esq., at the Law Offices of David A. Tilem as bankruptcy counsel; Felahy Employment Lawyers, APC and Steptoe & Johnson, LLP as special counsels; and Stout Capital, LLC as investment banker. James Wong, a principal at Armory Consulting Co., serve as the Debtor's chief restructuring officer. The U.S. Trustee for Region 16 appointed an official committee of unsecured creditors on April 18, 2022. Brinkman Law Group, PC and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. BETTER NUTRITIONALS: Seeks to Hire BG Law as Litigation Counsel --------------------------------------------------------------- Better Nutritionals, LLC seeks approval from the U.S. Bankruptcy Court for Central District of California to hire BG Law, LLP as its special litigation counsel. The Debtor requires legal assistance in the litigation entitled Better Nutritionals, LLC vs. Goli Nutrition, Inc., Deepak Agarwal, Michael Bitensky, et. al, filed in a U.S. district court, for statutory common law torts and other claims. The firm's hourly rates are as follows: Partner $625 to $995 Of Counsel $450 to $750 Associate $435 Paralegal $290 to $325 Litigation Support $195 Law Clerk $195 BG Law will be entitled to receive a portion of the contingency fee, as follows: (a) 40 percent of the recovery, provided that the Debtor obtains approval to pay costs of litigation on a monthly basis or obtains litigation funding; or (b) 50 percent of the recovery in the event the firm is required to advance 100 percent of costs for the action. BG Law can be reached through: Jessica Bagdanov, Esq. BG Law, LLP 21650 Oxnard Street, Suite 500 Woodland Hills, CA 91367 Tel: (818) 827-9000 Email: jbagdanov@bg.law 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 sought protection from Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. 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. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Keith Owens, Esq. BH FROZEN: Seeks to Hire Venable LLP as New Counsel --------------------------------------------------- B"H Frozen Wheels, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Venable, LLP to substitute for Genovese Joblove & Battista, PA. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties in the continued management and operation of its businesses and properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the cases; (c) advise the Debtor in connection with any contemplated sales of assets or business combinations; (d) advise the Debtor in connection with post-petition financing and cash collateral arrangements, prepetition financing arrangements, and emergence financing and capital structure, and negotiate and draft documents relating thereto; (e) advise the Debtor on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (f) provide advice to the Debtor with respect to legal issues arising in or relating to the Debtor's ordinary course of business; (g) take all necessary action to protect and preserve the Debtor's estate; (h) prepare legal papers; (i) negotiate and prepare on the Debtor's behalf a plan of reorganization, disclosure statement and all related agreements and/or documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (j) attend meetings with third parties and participate in negotiations with respect to the above matters; (k) appear before this court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; and (l) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with this Chapter 11 case. GJB is holding a retainer in the amount of $74,505. The Debtor requests that, upon the approval of any fees awarded to GJB in this case and the application of any such awarded fees to the retainer, that GJB be authorized to transfer the balance of the retainer to Venable to be held pending any award of fees in this case. Glenn Moses, Esq., a partner at Venable LLP, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Glenn D. Moses, Esq. Venable LLP 100 SE 2nd Street, Suite 4400 Miami, FL 33131 Telephone: (305) 349-2300 Email: gmoses@venable.com About B"H Frozen Wheels Miami-based B"H Frozen Wheels, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-18641) on Nov. 7, 2022, with up to $50,000 in assets and $10 million to $50 million in liabilities. Issac Halwani, manager, signed the petition. Judge Laurel M. Isicoff oversees the case. Glenn D. Moses, Esq., at Venable LLP serves as the Debtor's legal counsel. BIG VILLAGE: Seeks Cash Collateral Access ----------------------------------------- Big Village Holding LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to preserve and maximize the value of their assets. The Debtors' current secured credit facilities were originally established in 2017. However, they were substantially amended and restated in 2020 as part of the Debtors' efforts to combat the effects on their operations and revenue streams from the COVID-19 pandemic. On November 17, 2020, Debtor Big Village Group, Inc., EMX Digital, Inc., Big Village Insights, Inc., Big Village Group Holdings, LLC, and certain subsidiaries party thereto as borrowers , the prepetition lenders, and BNP Paribas as administrative agent entered into the Amended and Restated Credit and Guaranty Agreement, dated as of November 17, 2020. The Prepetition Credit Agreement provided for a restructuring of the Debtors' secured debt obligations by, among other things, (a) amending and restating the First Lien Credit and Guaranty Agreement, dated as of September 15, 2017, and (b) terminating that certain Second Lien Credit and Guaranty Agreement, dated as of September 15, 2017. As of the Petition Date, the Prepetition Borrowers were indebted to the Prepetition Secured Parties under the Prepetition Financing Documents, for (a) an aggregate principal amount of $49.3 million of 2020 Term Loans, and (b) accrued and unpaid interest, fees and costs, expenses, charges, indemnities, and all other Obligations incurred or accrued with respect to the foregoing pursuant to, and in accordance with, the Prepetition Credit Agreement. The Debtors and the Prepetition Secured Parties have reached an agreement on the consensual use of Cash Collateral and Prepetition Collateral to fund expenses identified in the budget. As adequate protection for the Prepetition Secured Parties for the Prepetition Secured Liens, the Agent, will be granted additional and replacement valid, binding, enforceable, non-avoidable, and perfected postpetition security interests and liens upon all present and after-acquired property and assets of the Debtors and their estates. The Prepetition Secured Parties and the Agent, for the benefit of the Prepetition Secured Parties, will be granted an allowed administrative expense claim with super-priority over all other administrative expenses and all other claims against the Debtors or their estates or any kind or nature whatsoever, but in all cases subject and subordinate to the Carve-Out and the Permitted Prior Liens. The Carve-Out means fees and expenses of any statutory committee of unsecured creditors, appointed pursuant to section 1103 of the Bankruptcy Code, and the Retained Professionals, including professionals retained by the Committee that have been approved by the Court, which upon the Carve-Out Trigger Date, is subject to a cap of $750,000. A copy of the motion is available at https://bit.ly/3Xh60Fd from PacerMonitor.com. About Big Village Holding LLC Big Village Holding LLC and its affiliates are a global advertising, technology, and data company with operations in the United States, European Union, and Australia. They deliver their advertising and digital content across multiple media channels and online platforms, and facilitate the implementation of targeted, data-driven advertising strategies which encompass all of the technology and intelligence necessary to execute global advertising campaigns. Big Village Holding LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10174) on February 8, 2023. In the petition signed by Kasha Cacy, global chief executive officer, the Debtors disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Craig T. Goldblatt oversees the case. The Debtors tapped Young Conaway Stargatt and Taylor, LLP as legal counsel, Kroll Restructuring Administration, LLC as claims and noticing agent and administrative advisor, Portage Point Partners, LLC as restructuring advisor, and Stephens, Inc. as investment banker. BNP Paribas, as administrative agent under the Debtors' prepetition credit agreement, is represented by Mayer Brown LLP's Brian Trust and Scott Zemser; and Potter Anderson & Corroon LLP's L. Katherine Good. BLINK CHARGING: Credit Suisse AG Has 5.8% Stake as of Dec. 31 ------------------------------------------------------------- Credit Suisse AG disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 2,964,878 shares of common stock of Blink Charging Co., representing 5.82 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1429764/000156761923001701/doc1.htm About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID) f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is an owner and operator of electric vehicle (EV) charging equipment. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink's principal line of products and services includes its nationwide Blink EV charging network and Blink EV charging equipment, also known as electric vehicle supply equipment, and other EV-related services. Blink Charging reported a net loss of $55.12 million for the year ended Dec. 31, 2021, a net loss of $17.85 million for the year ended Dec. 31, 2020, a net loss of $9.65 million for the year ended Dec. 31, 2019, and a net loss of $3.42 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $360.92 million in total assets, $91.43 million in total liabilities, and $269.49 million in total stockholders' equity. BOY SCOUTS: DOJ Fights Churches, Victims $25-Mil. Fee Requests -------------------------------------------------------------- The Justice Department claims the Boy Scouts of America shouldn't be expected to cover about $25 million in legal fees sought by sex abuse victim groups and Catholic church entities involved in the nonprofit's bankruptcy proceedings. In BSA's Chapter 11 cases, Andrew R. Vara, the United States Trustee for Region 3 filed an omnibus objection to the motions for payment of compensation and reimbursement of expenses filed by: -- the Roman Catholic Ad Hoc Committee, -- Pfau Cochran Vertetis Amala PLLC and the Zalkin Law Firm, P.C., and -- Coalition of Abused Scouts for Justice. Section 503 of the Bankruptcy Code governs a non-debtor party's request for compensation for a substantial contribution to a bankruptcy case. But, according to the U.S. Trustee, the Substantial Contribution Motions filed by non-debtors Pfau/Zalkin, the Roman Catholic Ad Hoc Committee, and the Coalition for Abused Scouts for Justice fail to satisfy the Section 503 requirements for approval for three reasons: * First, the benefit, if any, to the debtors' estates from the Movants' services was incidental to the Movants' desires to protect their clients' own interests, either by increasing the potential for recoveries or securing other benefits under the Plan. * Second, the work performed by Movants' professionals was duplicative of other parties' efforts in the cases. * Finally, the Movants have failed to provide sufficient evidentiary support for the substantial contribution claims. "Movants attempt to compensate for this inadequacy by arguing that their requests should be governed by the business judgment standard because the court in Mallinckrodt approved ad hoc group fees on that basis. In Mallinckrodt, the debtors had pre-petition fee reimbursement agreements with the ad hoc groups, the reimbursement requests were prospective, and the Mallinckrodt debtors -- not the ad hoc groups -- moved early in their cases to assume the agreements. Here, none of those factors exist: there were no pre-petition reimbursement agreements because both ad hoc groups formed post-petition; the groups’ work is concluded (absent a reversal of the confirmation order on appeal); and the request (embodied in the RSA) for reimbursement came more than a year into these cases and did not come from the debtors. Therefore, Section 503 governs the Substantial Contribution Motions, and they should not be granted," the U.S. Trustee tells the Court. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BRIGHT MOUNTAIN: Centre Lane Has 10.07% Stake as of Dec. 31 ----------------------------------------------------------- Centre Lane Partners Master Credit Fund II, L.P. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 15,150,000 shares of common stock of Bright Mountain Media, Inc., representing 10.07 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1568385/000139834423001529/fp0081766-1_sc13g.htm About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- is engaged in operating a proprietary, end-to-end digital media and advertising services platform designed to connect brand advertisers with demographically-targeted consumers -- both large audiences and more granular segments -- across digital, social and connected television publishing formats. The Company defines "end-to-end" as its process for taking ad buying from beginning to end, delivering a complete functional solution, usually without requiring any involvement from a third party. Bright Mountain reported a net loss of $12 million for the year ended Dec. 31, 2021, a net loss of $72.71 million for the year ended Dec. 31, 2020, a net loss of $4.17 million for the year ended Dec. 31, 2019, and a net loss of $5.22 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $30.28 million in total assets, $41.80 million in total liabilities, and a total shareholders' deficit of $11.52 million. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated June 10, 2022, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. BUFFALO STATION: Trustee Gets OK to Tap Asset Plus as Property Mgr. ------------------------------------------------------------------- David Wallace, the trustee appointed in the Chapter 11 cases of Buffalo Station, LLC and its affiliates, received approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Asset Plus USA LLC as property manager. The trustee requires a property manager to handle the day-to-day management services of the Debtors' apartment complex in Oklahoma. Asset Plus USA will be paid as follows: (a) A monthly management fee in an amount equal to four percent multiplied by the total monthly gross receipts derived from each of the properties' operations; (b) A set-up fee for each property in an amount equal to $1,000 per complex having 100 units or more and $500 per complex having 99 units or less; and (c) A $2.60/unit software fee per month, direct billed to the properties, for a resident portal with full leasing cafe and view-only access for trustee. David Pinson, a member of Asset Plus USA, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Pinson Asset Plus USA LLC 950 Corbindale Road, Suite 300 Houston TX 77024 Telephone: (713) 782-5800 Facsimile: (713) 268-5111 About Buffalo Station Buffalo Station, LLC -- https://buffalostationapts.com/ -- doing business as Winchester, is primarily engaged in renting, and leasing real estate properties. The company is based in Burleson, Texas. Buffalo Station and four affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 22-42943) on Dec. 5, 2022. The affiliates are Premier 82, LLC, Remington Station, LLC, Ventura Heights, LLC, and Windsor at 82nd for Pinewood, LLC. In the petition filed by its managing member, Bo Fontana, Buffalo Station reported $1 million to $10 million in both assets and liabilities. Judge Edward L. Morris oversees the cases. The Debtors are represented by Joyce W. Lindauer Attorney, PLLC. David Wallace, the Chapter 11 trustee appointed in the Debtors' cases, tapped Ross, Smith & Binford, PC as legal counsel and Asset Plus USA LLC as property manager. BUILT ON THE ROCK: Nears Plan Deal With Lecher Neal --------------------------------------------------- Built on The Rock Properties Inc. filed an agreed ex-parte motion to continue by 30 days its Plan confirmation hearing and associated deadlines. There are presently only two creditors involved in the matter, namely Lecher Penchin Trust Inc., and FCI Lender Services. Lecher Penchin Trust Inc. originally voted against confirmation and filed an objection to confirmation. Parties have now reached an understanding regarding how to move forward with the Plan. Counsel for Lecher Penchin Trust Inc. needs more time to prepare the documents necessary for confirmation, as he is currently moving offices. The Debtors and counsel for Creditors agree that a 30-day continuance of the confirmation hearing would be appropriate and in the best interest of all parties. The U.S. Trustee has no objection to the continuance request. Attorney for the Debtor: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 500 N.E. 4th Street, Suite 200 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 E-mail: Chad@cvhlawgroup.com About Built on the Rock Built on the Rock Properties, Inc., filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-11565) on Feb. 25, 2022, listing as much as $500,000 in both assets and liabilities. Anne Georges, president, signed the petition. Judge Laurel M Isicoff oversees the case. The Debtor tapped Van Horn Law Group, P.A., as legal counsel. CADIZ INC: Heerema International Has 35.3% Stake as of Feb. 2 ------------------------------------------------------------- Heerema International Group Services S.A. disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Feb. 2, 2023, it beneficially owns 23,425,300 shares of common stock of Cadiz, Inc., representing 35.3 percent based on 66.3 million shares outstanding following the issuance of shares as disclosed in the Issuer's Current Report on Form 8-K, filed with the SEC on Jan. 31, 2023. On Feb. 2, 2023, a fund represented by the Reporting Person purchased 3,675,000 shares of common stock at a price of $3.84 per share in a registered direct offering. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/727273/000121390023007110/ea172605-13da3heerema_cadiz.htm About Cadiz Inc. Founded in 1983 and headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com-- is a natural resources development company dedicated to creating sustainable water and agricultural opportunities in California. The Company owns 70 square miles of property with significant water resources in Southern California and are the largest agricultural operation in San Bernardino, California, where we have sustainably farmed since the 1980s. The Company is also partnering with public water agencies to implement the Cadiz Water Project, which was named a Top 10 Infrastructure Project that over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Cadiz reported a net loss and comprehensive loss of $31.25 million for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $37.82 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss applicable to common stock of $29.53 million for the year ended Dec. 31, 2019, and a net loss and comprehensive loss of $26.27 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $104.12 million in total assets, $72.18 million in total liabilities, and $31.94 million in total stockholders' equity. CALICOMP CORP: Unsecureds Owed $347K to Get 65% in Plan ------------------------------------------------------- Calicomp Corporation submitted an Amended Plan of Reorganization dated Jan. 27, 2022. The Debtor's financial projections show that the Debtor will have projected disposable income for the period described in Section 1191(c)(2) of $395,172. The final Plan payment is expected to be paid within 60 months of Plan confirmation. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of Calicomp Corporation from cash flow from operations/ future income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the Debtor has valued at approximately 65 cents on the dollar. Under the Plan, Class 3 Non-priority unsecured creditors totaling $347,590. Following payment to administrative and priority claims, Allowed General Unsecured Claims will receive a pro rata distribution from the Debtor's disposable income, paid on a quarterly basis, with initial payments made on May 1, 2026, and final payments made on Feb. 1, 2028. The estimated distribution creditors will receive is 65% of their claims, payable within 60 months of the effective date of this Plan. Class 3 is impaired. A copy of the Amended Plan of Reorganization dated Jan. 27, 2023, is available at https://bit.ly/409HJDJ from PacerMonitor.com. About Calicomp Corporation Calicomp Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-30319) on June 29, 2022. In the petition signed by Rodney Wang, CFO, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Stephen L. Johnson oversees the case. Gregory A. Rougeau, Esq., at Brunetti Rougeau LLP, is the Debtor's counsel. CAMBRIDGE ESTATES: Unsecured Creditors to be Paid in Full in Plan ----------------------------------------------------------------- Cambridge Estates Homeowners' Association filed with the U.S. Bankruptcy Court for the District of Arizona a Plan of Reorganization dated February 2, 2023. The Debtor is a homeowners' association responsible for the oversight and management of a planned community located in Avondale, Arizona consisting of 564 single-family homes. The Debtor is a non-profit entity who funds the maintenance and operation of the Community through assessments of the Community Members. The Debtor has no employees and is managed by a volunteer Board of Directors. The Debtor uses a third-party property manager to oversee the Debtor's day-to-day operations. In recent years, multiple lawsuits were filed against the Debtor stemming from alleged improper collection activities against Community Members. The Debtor has expended considerable time and resources defending and resolving these litigation claims. Earlier this year, the Plaintiffs initiated two additional lawsuits against the Debtor, which were filed in Maricopa County Superior Court. Due to the Debtor's nonprofit status, the cost of defending itself in the litigation, and the potential for further claims to arise, the Debtor felt it had no choice but to seek bankruptcy protection. Class 1-A consists of all Allowed Administrative Claims against the Debtor. Any Allowed Administrative Claims incurred in the ordinary course of the Debtor's operations will be paid in accordance with the terms established by the Court or as agreed by the Debtor and the implicated Claimant. Unless Claimants holding Claims in this Class agree to an alternative form of treatment, all other Allowed Administrative Claims of Class 1-A shall be paid in full, in cash, on or before the Effective Date. Any Class 1-A Administrative Claim not allowed as of the Effective Date shall be paid as soon thereafter as it is allowed and ordered paid by the Court. Class 1-B consists of Allowed Priority Claims. Claimants holding Claims in this Class will be paid in full within 15 days of the Effective Date. Any Class 1-B Claims not allowed as of the Effective Date shall be paid, according to the terms of this Class, as soon thereafter as they are allowed by the Court. This Class is unimpaired. Class 2-A consists of the Allowed Secured Claim of Maricopa County. The Maricopa County Treasurer asserts that the amount of its Claim is $7.64, and that its Claim is secured by a statutory lien on the Debtor's real property. The Debtor will pay the Maricopa County Treasurer's Allowed Secured Claim, in full, within 15 days of the Effective Date. Immediately upon payment in full of Maricopa County Treasurer's Allowed Secured Claim, all Maricopa County Treasurer's liens and security interests in the Debtor's property deriving from its Class 2-A Allowed Secured Claim, will be deemed satisfied, extinguished, released, and discharged in full. This class is unimpaired. Class 3-A consists of the Allowed Unsecured Claims of Plaintiffs Garcia and Almaraz. The Plaintiffs each filed proof of claim alleging a $300,000 claim against the Debtor but as reflected in the Stipulation with the Plaintiffs, have agreed to a total combined Allowed Claim in the amount of $71,500. The Plaintiff's Allowed Claim will be paid in full, within 15 days of the Effective Date, in accordance with the Stipulation with Plaintiffs. This Class is unimpaired Class 3-B consists of all Allowed Unsecured Claims against the Debtor, including the claim of SRP, and any other Allowed Claim not included in any other Class in the Plan. Holders of Allowed Unsecured Claims in this Class will be paid in full within 15 days of the Effective Date. This class is not impaired. Class 4-A consists of Allowed Interests. The Debtor is a non-profit corporation. As such, it does not have equity Interests or Interest Holders. To the extent any Allowed Interests may be deemed to exist with respect to the Debtor, they are not being modified by the Plan in any way. This class is unimpaired. The Plan will be funded through the Reorganized Debtor's continued operations and its cash reserves. A full-text copy of the Plan of Reorganization dated February 2, 2023 is available at https://bit.ly/40J50wI from PacerMonitor.com at no charge. Attorneys for Debtor: Wesley D. Ray, Esq. Sacks Tierney, PA 4250 N. Drinkwater Blvd., 4th Floor Scottsdale, AZ 85251-3693 Telephone: (480) 425-2600 Facsimile: (480) 970-4610 Email: ray@sackstierney.com About Cambridge Estates Homeowners' Association Cambridge Estates Homeowners' Association is a homeowners' association responsible for the oversight and management of a planned community located in Avondale, Arizona consisting of 564 single-family homes. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz, Case No. 22-07438) on Nov. 4, 2022, with up to $1 million in assets and up to $50,000 in liabilities. Judge Brenda K. Martin oversees the case. Wesley Denton Ray, Esq., at Sacks Tierney P.A. represents the Debtor as counsel. CASA CBW: Seeks Cash Collateral Access -------------------------------------- Casa CBW, LLC asks the U.S. Bankruptcy Court for the District of Arizona for authority to use cash collateral. The Debtor requires the use of the cash collateral to maintain its business operations and to reorganize. The cash collateral may be subject to a security interest by certain of the Debtor's creditors, in particular Rapid Finance, the Small Business Administration, and Funding Metrics. The Debtor will provide adequate protection to any affected secured creditor through a replacement lien on the same type of personal property, to the same extent and priority, as the secured creditor had as of the Petition Date, subject to any defenses or objections that Debtor could assert as of the Petition Date. A copy of the Debtor's motion and budget is available at https://bit.ly/3jEPml8 from PacerMonitor.com. The Debtor projects $157,233 in total expenses for one quarter. About Casa CBW, LLC Casa CBW, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00711) on February 6, 2023. In the petition signed by Kyle Schwab, its manager, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. German Yusufov, Esq., at Yusufov Law Firm PLLC, represents the Debtor as legal counsel. CHESTNUT RIDGE: Wins Access to Cash Collateral ---------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, granted Chestnut Ridge Associates, LLC interim authority to use cash collateral. The Debtor is the borrower pursuant to a Promissory Note dated December 22, 2016, in the original principal amount of $18.548 million. Contemporaneous with and in connection to the loan made by the Original Lender to the Debtor under the Note, the Original Lender and the Debtor also entered into several loan documents. By letter dated December 31, 2022, the Original Lender informed the Debtor the Original Lender had transferred and assigned all of its rights, title, and interest in and to the Loan Documents to Kingsgate Partner LLC, a Texas liability company, in a transaction that closed December 23, 2022. By letter dated December 28, 2022 to the Debtor, the Lender declared that the Maturity Date under the Loan Documents had occurred on November 22, 2022, and that all outstanding principal balance of the Note and all accrued and unpaid interest became due on such date. The Maturity Default Letter provided the Debtor five calendars from the date of the letter to make payment, and stated that failure to remit the required payment would constitute an Event of Default under the Loan Documents. The Debtor did not have available funds to make payment and, on January 13, 2023, the Debtor received a Notice of Substitute Trustee's Sale Under Deed of Trust from the Lender, posting the Property for a foreclosure sale to be held February 7, 2023. Pursuant to the DOT, the UCC, and relevant Loan Documents, the Lender asserts a security interest in various of the Debtor's assets. As of the Petition Date, the outstanding balance owed under the Loan Documents, including principal and accrued interests, is less than $16.5 million. The Court permits the Debtor to grant adequate protection to the Lender in the form of replacement liens in the Debtor's assets that serve as prepetition collateral under the Lender's applicable loan documents to the extent such lien interests in Prepetition Collateral are validly perfected and not avoidable and to the extent that the Debtor's use of cash collateral results in the diminution in value of Lender's interest in the cash collateral as of the Petition Date. A March 1 hearing has been set to consider the Debtor's continued cash collateral access. A copy of the motion is available at https://rb.gy/7rvpd1 from PacerMonitor.com. About Chestnut Ridge Associates LLC Chestnut Ridge Associates LLC is primarily engaged in renting and leasing real estate properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90069) on February 5, 2023. In the petition signed by Andrew Schreer, managing member, the Debtor disclosed up to $50 million in both assets and liabilities. Jeff P. Prostok, Esq., at Forshet & Prostok, LLP, represents the Debtor as legal counsel. CHRIS PETTIT: Trustee Taps Jackson Walker as Special Counsel ------------------------------------------------------------ Eric Terry, the trustee appointed in the Chapter 11 cases of Chris Pettit & Associates, PC and Christopher John Pettit, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Jackson Walker, LLP as special counsel. The trustee needs legal representation with regards to matters concerning forfeiture and restitution related to the federal criminal case brought by the Department of Justice against Pettit. The hourly rates of the firm's counsel and staff are as follows: Eric Benites Giese $450 Associate $400 In addition, the firm will seek reimbursement for expenses incurred. Erica Benites Giese, Esq., a partner at Jackson Walker, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Erica Benites Giese, Esq. Jackson Walker LLP 1301 Riverplace Boulevard, Suite 1500 Jacksonville, FL 32207 Telephone: (210) 978-7791 Facsimile: (210) 242-4691 Email: egiese@jw.com About Chris Pettit & Associates Chris Pettit & Associates, PC, a personal injury law firm in Texas, and principal Christopher John Pettit sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 22-50591) on June 1, 2022. In the petition filed by Mr. Pettit, the Debtors listed up to $50,000 in assets and up to $500,000 in liabilities. Judge Craig A. Gargotta oversees the cases. Michael G. Colvard, Esq., at Martin & Drought, PC is the Debtors' counsel. Eric Terry, the trustee appointed in the Chapter 11 cases, is represented by Dykema Gossett, PLLC. Rogers Towers, PA and Jackson Walker, LLP serve as the trustee's special counsels. COMMUNITY HEALTH: Wayne Smith Has 5.2% Stake as of Dec. 31 ---------------------------------------------------------- Wayne T. Smith disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 6,994,669 shares of common stock of Community Health Systems, Inc., representing 5.2 percent of the shares outstanding. The percentage is based on 134,713,179 shares outstanding as of Oct. 20, 2022, as disclosed in the Quarterly Report on Form 10-Q filed by the Company on Oct. 27, 2022, and 281,250 shares issuable upon the exercise of options granted to Mr. Smith under the Plan, which were exercisable as of Dec. 31, 2022 or will become exercisable within 60 days thereafter. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1108109/000119312523024181/d449420dsc13g.htm About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net-- is a healthcare company whose affiliates provide healthcare services, developing and operating healthcare delivery systems in 47 distinct markets across 16 states. The Company's subsidiaries own or lease 79 affiliated hospitals with approximately 13,000 beds and operate more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." As of Sept. 30, 2022, the Company had $14.91 billion in total assets, $16.09 billion in total liabilities, $516 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.69 billion. * * * As reported by the TCR on Dec. 29, 2020, S&P Global Ratings raised its issuer credit rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). S&P said, "The stable outlook reflects our view that the company has reduced its debt and improved its operations and cash flow such that its debt is now more manageable; however, we believe risks to the long-term sustainability of the capital structure remain, especially given ongoing uncertainty stemming from the coronavirus pandemic." COMPUTE NORTH: RK Mission Steps Down as Committee Member -------------------------------------------------------- The U.S. Trustee for Region 7 disclosed in a court filing the resignation of RK Mission Critical, LLC from the official committee of unsecured creditors in the Chapter 11 cases of Compute North Holdings, Inc. and its affiliates. As of Feb. 7, the remaining members of the committee are: 1. Touzi Capital, LLC 340 S. Lemon Ave #8284 Walnut, CA 91789 Attn: Eng Taing 1781 La Plaza Drive San Marcos, CA 92078 Telephone: (626) 673-1909 Email: eng@touzicapital.com 2. Sunbelt Solomon 1922 S. Martin Luther King Jr. Drive Temple, TX 76504 Attn: Jamie Hypes, CFO Telephone: (254) 231-2280 Email: Jamie.hypes@sunbeltsolomon.com 3. U.S. Data Mining Group, Inc. 1221 Brickell Ave, Suite 900 Miami, FL 33131 Attn: Asher Genoot, President Telephone: (949) 331-5881 Email: asher@usbitcoin.com Joel Block, CFO jblock@usbitcoin.com 4. MP2 Energy LLC d/b/a Shell Energy Solutions 21 Waterway Ave, Suite 450 The Woodlands, TX 77380 Attn: Andrew Ruff Telephone: (713) 828-4473 Email: Andrew.Ruff@shellenergy.com About Compute North Holdings Computer North Holdings, Inc., now known as Mining Project Wind Down Holdings Inc. -- https://www.computenorth.com/ -- is a crypto mining data center company. Compute North has four facilities in the U.S. -- two in Texas and one in both South Dakota and Nebraska, according to its website. While cryptocurrency prices skyrocketed during the pandemic (with bitcoin surging by 300% in 2020), the Federal Reserve's decision to curb rising inflation by hiking interest rates has since ushered in some of the crypto market's biggest losses in history. After amassing a record value above $3 trillion in November 2021, the cryptocurrency market posted its worst first half ever -- plummeting more than 70% through July. Terra's luna token, a once top cryptocurrency worth more than $40 billion, lost virtually all its value within a week in May after sister token TerraUSD, a stablecoin meant to hold a price of $1, broke its dollar peg as markets collapsed. 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 include crypto lenders Celsius Network, Three Arrows Capital, Voyager Digital, and crypto mining firm Compute North. Compute North Holdings and 18 affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90273) on Sept. 22, 2022. In the petitions signed by Harold Coulby, as authorized signatory, the Debtors reported between $100 million and $500 million in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Paul Hastings, LLP and Ferguson Braswell Fraser Kubasta, PC as bankruptcy counsels; Jefferies, LLC as investment banker; and Portage Point Partners as financial advisor. Epiq Corporate Restructuring, LLC is the claims, noticing and solicitation agent. On Oct. 6, 2022, the Office of the U.S. Trustee for Region 7 appointed an official committee of unsecured creditors. The committee tapped McDermott Will & Emery LLP as legal counsel; and Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., as investment banker. On Nov. 23, 2022, the Debtors filed their proposed joint Chapter 11 liquidating plan and disclosure statement. CORE SCIENTIFIC: Appointment of Official Equity Committee Sought ---------------------------------------------------------------- A group of investors of Core Scientific, Inc. asked the U.S. Bankruptcy Court for the Southern District of Texas to direct the U.S. Trustee for Region 7 to appoint an official committee of equity security holders in the Chapter 11 cases of the company and its affiliates. The group, which consists of beneficial holders of the common stock of Core Scientific, argued the companies are solvent based on their most recent balance sheet, which shows approximately $1.4 billion in assets compared to $1.3 billion in liabilities. Core Scientific's balance sheet as of Sept. 30, 2022, also reports shareholders' equity was valued at approximately $73 million, according to the group. "The [companies] concede they are balance-sheet solvent and that value is available for distribution to equity," said Noelle Reed, Esq., one of the attorneys at Skadden, Arps, Slate, Meagher & Flom, LLP representing the group. Ms. Reed argued the companies' shareholders "deserve meaningful representation" since they have a substantial stake in the outcome of the companies' bankruptcy cases. The shareholders, however, cannot rely on the companies' board of directors or the official unsecured creditors' committee to represent them given their divergent interests, the attorney further said. Ms. Reed can be reached at: Noelle M. Reed, Esq. 1000 Louisiana Street, Suite 6800 Houston, TX 77002 Tel: (713) 655-5122 Fax: (713) 483-9122 E-mail: Noelle.Reed@skadden.com About Core Scientific Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific Inc. and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-90340) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge David R. Jones oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Willkie Farr & Gallagher, LLP. CORE SCIENTIFIC: Gets OK to Hire AlixPartners as Financial Advisor ------------------------------------------------------------------ Core Scientific, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ AlixPartners, LLP as their financial advisor. The Debtors require a financial advisor to: a. advise and assist with the development of the Debtors' short and long-term liquidity outlook and funding needs analysis, subject to various strategic alternatives being evaluated; b. advise and assist the Debtors with the development and implementation of cash management strategies, tactics and processes; c. advise and assist the Debtors with the identification and implementation of both short-term and long-term liquidity generating initiatives; d. advise and assist the Debtors with the development of their revised business plan and such other related forecasts as may be required by the creditors in connection with negotiations or by the Debtors for other corporate purposes; e. advise and assist the Debtors with the design and implementation of a restructuring strategy designed to maximize enterprise value, taking into account the unique interests of all constituencies; f. advise and assist the Debtors' financial function with: (i) strengthening the core competencies of the finance organization, particularly cash management, planning, general accounting and financial reporting information management; and (ii) the formulation and negotiation with respect to a plan of reorganization; g. advise and assist the Debtors with the negotiation and implementation of restructuring initiatives and evaluation of strategic alternatives; h. advise and assist the Debtors with their communications and negotiations with outside parties including the Debtors' stakeholders, banks and potential acquirers of their assets; i. advise and assist the Debtors on the financial reporting requirements attendant to a bankruptcy filing, including but not limited to court orders, court-approved transactions, emergence and fresh-start reporting; and j. assist the Debtors with such other matters as may be requested that fall within the firm' expertise and that are mutually agreeable. AlixPartners will be paid at these rates: Managing Director $1,140 to $1,400 per hour Partner $1,115 per hour Director $880 to $1,070 per hour Senior Vice President $735 to $860 per hour Vice President $585 to $725 per hour Consultant $215 to $565 per hour Paraprofessional $360 to $380 per hour The firm received from the Debtors a retainer of $200,000. Eric Koza, a managing director at AlixPartners, 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: Eric S. Koza AlixPartners, LLP 909 Third Avenue New York, NY 10022 Tel: (212) 561-4152 Fax: (617) 877-1911 Email: ekoza@alixpartners.com About Core Scientific Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific Inc. and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90340) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge David R. Jones oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Willkie Farr & Gallagher, LLP. CORE SCIENTIFIC: Hires Weil Gotshal & Manges as Legal Counsel ------------------------------------------------------------- Core Scientific, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Weil, Gotshal & Manges, LLP as their legal counsel. The Debtors require legal counsel to: (a) take all necessary action to protect and preserve the Debtors' estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the estate; (b) prepare legal papers; (c) take necessary actions in connection with any Chapter 11 plan, including a post-petition sale process and such further actions as may be required to administer the Debtors' estate; (d) take necessary action to protect and preserve the value of the Debtors' estate and all related matters; and (e) perform other necessary legal services. Weil will charge these hourly fees: Partners/Counsel $1,375 to $2,095 Associates $750 to $1,345 Paraprofessionals $295 to $530 The firm received from the Debtor an advance fee of $273,614.36. Ray Schrock, Esq., a partner at Weil, 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. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Weil disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months pre-petition, disclose your billing rates and material financial terms for the pre-petition engagement, including any adjustments during the 12 months pre-petition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Weil represented the Debtors in the 12 months prior to the petition date. In 2022, Weil's hourly rates were $1,250 to $1,950 for partners and counsel, $690 to $1,200 for associates, and $275 to $495 for paraprofessionals. On Jan. 1, 2023, Weil adjusted its standard billing rates for its professionals in the normal course. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Weil is developing a prospective budget and staffing plan for the Chapter 11 cases, which the firm and the Debtors will review following the close of the budget period to determine a budget for the next period. Weil can be reached through: Ray C. Schrock, Esq. Weil, Gotshal & Manges LLP Ray C. Schrock, P.C. 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Email: ray.schrock@weil.com About Core Scientific Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific Inc. and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90340) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge David R. Jones oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Willkie Farr & Gallagher, LLP. CORELOGIC INC: First Trust Fund II Marks $975,000 Loan at 18% Off ----------------------------------------------------------------- First Trust Senior Floating Rate Income Fund II has marked its $975,807 loan extended to CoreLogic, Inc to market at $802,602 or 82% of the outstanding amount, as of November 30, 2022, according to a disclosure contained in the First Trust SFRIFII’s Form N-CSRS for the six months ended November 30, 2022, filed with the Securities and Exchange Commission on February 2, 2023. First Trust SFRIFII is a participant in a 2021 Incremental Term Loan B to CoreLogic, Inc. The loan accrues interest at a rate of 7.63% (1 Mo. LIBOR + 3.50%, 0.50% Floor) per annum. The loan matures on June 2, 2028. First Trust SFRIFII is a diversified, closed-end management investment company organized as a Massachusetts business trust on March 25, 2004, and is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. The Fund trades under the ticker symbol FCT on the New York Stock Exchange. CoreLogic, Inc. provides consumer, financial and property information, analytics and services. The Company combines public, contributory and proprietary data to develop predictive decision analytics, as well as offers mortgage and automotive credit reporting, property tax, valuation, flood determination, and geospatial analytics and services. CTI BIOPHARMA: BlackRock Has 5.6% Equity Stake as of Dec. 31 ------------------------------------------------------------ BlackRock, Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 7,060,319 shares of common stock of CTI Biopharma Corp., representing 5.6 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/891293/000130655023007076/us12648l6011_020323.txt About CTI BioPharma Headquartered in Seattle, Washington, CTI BioPharma Corp. is a commercial biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. CTI has one commercially approved product, VONJO (pacritinib), which has received accelerated approval in the United States by the U.S. Food and Drug Administration for the treatment of adult patients with intermediate or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) myelofibrosis with a platelet count below 50 x 10 9/L. CTI Biopharma reported a net loss of $97.91 million for the year ended Dec. 31, 2021, compared to a net loss of $52.45 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $123.47 million in total assets, $140.30 million in total liabilities, and a total stockholders' deficit of $16.84 million. Seattle, Washington-based Ernst & Young LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. CTI BIOPHARMA: State Street Reports 12.6% Equity Stake ------------------------------------------------------ State Street Corporation disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 16,002,989 shares of common stock of CTI BioPharma Corp., representing 12.61 percent of the shares outstanding. Meanwhile, SSGA Funds Management, Inc. reported beneficial ownership of 14,221,533 Common Shares or 11.21 percent equity stake. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/891293/000009375123000189/CTI_BioPharma_Corp.txt About CTI BioPharma Headquartered in Seattle, Washington, CTI BioPharma Corp. is a commercial biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. CTI has one commercially approved product, VONJO (pacritinib), which has received accelerated approval in the United States by the U.S. Food and Drug Administration for the treatment of adult patients with intermediate or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) myelofibrosis with a platelet count below 50 x 10 9/L. CTI Biopharma reported a net loss of $97.91 million for the year ended Dec. 31, 2021, compared to a net loss of $52.45 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $123.47 million in total assets, $140.30 million in total liabilities, and a total stockholders' deficit of $16.84 million. Seattle, Washington-based Ernst & Young LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. CURIA GLOBAL: Moody's Cuts First Lien Loans to B3, Outlook Neg. --------------------------------------------------------------- Moody's Investors Service affirmed Curia Global, Inc.'s B3 Corporate Family Rating and B3-PD Probability of Default Rating. At the same time, Moody's downgraded the ratings on the senior secured first lien revolving credit facility and first lien term loan to B3 from B2. Moody's revised the ratings outlook to negative from stable. The change in outlook to negative from stable reflects deteriorating operating performance, such that gross debt/EBITDA will remain elevated above 9 times over the next 12 to 18 months. Further, Moody's expects Curia to generate negative free cash flow in at least the next 12 to 18 months, despite the short-term improvement in the company's liquidity position vis-à-vis the trade receivables securitization facility entered in late 2022. The affirmation of Curia's B3 CFR reflects Moody's expectation that the company will benefit from modest top-line and earnings growth driven by favorable pharmaceutical industry growth trends and some moderation in inflationary cost pressures. The downgrade of the senior secured first lien revolving credit facility and term loan reflects Moody's expectations that the company will continue to rely on drawdowns from the trade receivables securitization facility, which weakens collateral support for the existing first lien term loan and revolver. The company has approximately $75 million drawn on the trade receivables securitization facility. Governance risk considerations are material to the rating action. Management's poor integration execution of Curia's recent acquisitions have negatively impacted the company's management credibility and track record and resulted in Curia's very high financial leverage. Affirmations: Issuer: Curia Global, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Downgrades: Issuer: Curia Global, Inc. Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Curia Global, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Curia's B3 CFR reflects its very high financial leverage in the low 9 times range for the last twelve months ending September 30, 2022. Moody's expects that Curia's adjusted debt-to-EBITDA will remain elevated above 9 times over the next 12 to 18 months. The company will benefit from low single-digit revenue growth, but earnings will continue to be constrained by inflationary headwinds that are moderating. The rating reflects Curia's earnings and cash flow volatility caused by the high fixed cost structure and fluctuating volumes, notably with decelerating COVID-related revenues, associated with the company's manufacturing business. Curia is also susceptible to customers' budgetary constraints, delays and cancellations within its research & development (R&D) business unit. The rating also reflects the company's moderate, albeit increasing size, customer concentration and lower profit margins compared to larger contract development and manufacturing organizations ("CDMOs"). Curia benefits from good production capabilities, geographic breadth, and a favorable pharmaceutical industry long-term growth outlook. The rating benefits from Curia's focus on complex Active Pharmaceutical Ingredients ("API"), which helps mitigate the company's customer concentration. Moody's expects Curia to maintain an adequate liquidity position over the next 12 months. As of September 30, 2022, the company has approximately $33 million of cash on hand. Moody's expects the company to generate negative free cash flow in the next 12 months, which includes mandatory term loan amortization of approximately $12 million. Curia has access to a $169.5 million revolving credit facility, as well as $15 million remaining on its $90 million trade receivables securitization facility. Moody's expects that the company will further rely on these facilities in the next 12 to 18 months. That said, Moody's anticipates Curia to have sufficient cushion under its springing first lien net leverage covenant on the revolver if it were to be tested. The B3 rating of the senior secured first lien revolving credit facility and term loan is the same as the B3 CFR. These facility ratings benefit from the $300 million secured second lien term loan (not rated), which ranks junior to the first lien debt and provides loss absorption ahead of the first lien facilities. However, there is also a sizable amount of trade accounts receivables securitized debt, which reduces the collateral pool supporting the first and second lien debt in the capital structure. The senior secured first and second lien facilities are secured through a first and second priority security interest in all the assets of the borrower and the guarantors. The outlook is negative. Moody's expects Curia's ability to deleverage to a more sustainable level to remain challenged, as operating expenses remain elevated and liquidity weakens. Moody's expects Curia's financial leverage to remain over 9 times in the next 12 to 18 months. ESG CONSIDERATIONS Curia's credit impact score is highly negative (CIS-4), reflecting its highly negative (E-4) exposure to environmental risks, most notably with elevated waste and pollution risk via hazardous pharmaceutical waste discharge into the environment, highly negative (S-4) exposure to social risks, highlighted by its indirect exposure to increasing scrutiny on pharmaceutical drug prices, and highly negative (G-4) exposure to governance risks, predominantly with aggressive financial policies under private equity ownership and a poor management track record. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Curia demonstrates good operating performance, with strong contribution from recent acquisitions and reduced operating volatility. Strengthening of liquidity, supported by improvement in free cash flow generation, could result in a ratings upgrade. Quantitatively, ratings could be upgraded if debt to EBITDA is sustained below 5.5 times. Curia's ratings could be downgraded if operating performance further deteriorates. Ratings could also be downgraded if challenges integrating recent acquisitions persist. A weakening of liquidity, reflected by persistently negative free cash flow, could result in a ratings downgrade. Lastly, ratings could also be downgraded if the company's capital structure becomes increasingly unsustainable. Curia Global, Inc. (f/k/a Albany Molecular Research, Inc.) is a global contract development and manufacturing organization (CDMO) providing drug discovery, development, and manufacturing services. The company is owned by The Carlyle Group and GTCR LLC. For the LTM period ended September 30, 2022, Curia generated revenues of approximately $1 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CUSTOM ALLOY: Wins Cash Collateral Access Thru Feb 11 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey 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. Custom 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 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 $25,966,330. 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 11, 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 of the Debtors' assets 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 super priority 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 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 at https://bit.ly/3IcKFIK from PacerMonitor.com. The Debtor projects $889, 338 in total cash receipts and $1,158,544 in total cash disbursements for the one-week period ending February 11. 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. An official committee of unsecured creditors has retained Fox Rothschild LLP as counsel. Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's counsel. DENTAL EXPRESSION: Seeks to Hire John E. Dunlap as Legal Counsel ---------------------------------------------------------------- Dental Expression, PLLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ the Law Office of John E. Dunlap. The Debtor requires legal counsel to: a. give advice with respect to the powers and duties of the Debtor in the continued management and operation of its business; b. attend meeting of creditors and negotiate with representatives of creditors and other parties in interest, and advise and consult on the conduct of the Chapter 11 case, including all of the legal and administrative requirements of operating in Chapter 11; c. take all necessary action to protect and preserve the Debtor's estate, including prosecution of actions, the defense of any actions commenced against the Debtor, negotiate concerning all litigation in which the Debtor is involved, and objections to claims filed against the estate; d. prepare legal papers; e. negotiate and prepare on the Debtor's behalf a plan of reorganization, disclosure statements, and all related agreements and documents and take all necessary action to obtain confirmation of such plan; f. advise the Debtor in connection with the sale of its assets; g. appear before the bankruptcy court, any appellate courts, and the U.S. Trustee; and h. perform all other necessary legal services. The firm will charge $250 an hour for its services. As disclosed in court filings, the Law Office of John E. Dunlap does not have an interest materially adverse to the interest of the Debtor's estate, creditors or equity security holders. The firm can be reached through: John E. Dunlap, Esq. Law Office of John E. Dunlap 3340 Polar Avenue, Suite 320 Memphis, TN 38111 Phone: (901) 320-1603 Fax: (901) 320-6914 Email: jdunlap00@gmail.com About Dental Expression Dental Expression, PLLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-20354) on Jan. 20, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Jennie D. Latta oversees the case. Law Office of John E. Dunlap represents the Debtor as counsel. DIMENSIONS IN SENIOR: Hires Erickson & Sederstrom as Co-Counsel --------------------------------------------------------------- Dimensions In Senior Living, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Erickson & Sederstrom PC, LLC as co-counsel with Turner Legal Group, LLC. The firm's services include: a. performing necessary services as the Debtors' co-counsel, including, without limitation, providing the Debtors with advice, representing the Debtors, and preparing necessary documents in the areas of restructuring and bankruptcy, with the understanding that Turner Legal and the firm will work together to avoid the duplication of legal services; b. advising the Debtors with respect to their powers and duties in the continued management and operation of their businesses and properties; c. advising the Debtors with respect to healthcare-related regulations and compliance, including advising the Debtors with respect to HIPPA related matters; d. representing the Debtors in connection with any market, sale and purchase transactions for the Debtors' operations as needed; e. appearing before the bankruptcy court, appellate courts and any other courts; and f. other necessary legal services. The firm's customary hourly rates are as follows: Partners $250 to $325 Associates $200 to $240 Paralegals $120 to $135 Erickson & Sederstrom was provided a retainer in the amount of $52,077.87. Paul Heimann, Esq., a partner at Erickson & Sederstrom, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Heimann, Esq. Erickson & Sederstrom PC, LLC Regency Westpointe 10330 Regency Parkway Drive, Suite 100 Omaha, NE 68114-3761 Phone: 402-390-7134 Email: pheim@eslaw.com About Dimensions in Senior Living Dimensions in Senior Living, LLC -- https://www.dimsrivg.com/ -- through a series of entities, owns and manages a series of senior living and assisted living facilities in Nebraska, Iowa, Missouri, and Kansas. Dimensions in Senior Living and six affiliates each filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case No. 22-80860) on Nov. 21, 2022. In the petition filed by its chief restructuring officer, Amy Wilcox-Burns, Dimensions in Senior Living reported between $1 million and $10 million in both assets and liabilities. Judge Brian S. Kruse oversees the cases. The Debtors are represented by Patrick Raymond Turner, Esq., at Turner Legal Group, LLC and Erickson & Sederstrom PC, LLC. B. Riley Advisory Services is the Debtors' financial advisor. DIOCESE OF NORWICH: Files Plan to Resolve Abuse Claims ------------------------------------------------------ The Norwich Roman Catholic Diocesan Corporation submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement. As of the date of this Disclosure Statement, approximately 142 non-duplicative Abuse Claims have been filed, which will, if not objectionable, share collectively in the funds contributed to the Trust in accordance with the Trust Distribution Plan. In exchange for this contribution, the Plan proposes that the Abuse Claims against the Participating Parties, other than Perpetrators, will be channeled to the Trust. To receive a Distribution from the Trust on account of an Abuse Claim, a Holder of an Abuse Claim must execute a Release of Claims against the Diocese, the Reorganized Diocese, and all Participating Parties. The Diocese, MSJ, the Catholic Entities, and the Parish Parties have agreed to contribute to the Trust. The Parish Parties have agreed to pay $2,500,000 while the Catholic Entities have agreed to pay $250,000. The School Parties have agreed to (i) the Middletown Property Sale and to obtain Citizens’ release and forgiveness of the Diocese of the Citizens Guaranty Claim, and (ii) St. Bernard's waiver of any interest held by St. Bernard in the Montville Property, and consent by St. Bernard to the Montville Property Sale. The Diocese anticipates reaching a settlement agreement with Catholic Mutual which will be finalized and memorialized before the Confirmation Hearing. Under the proposed settlement, Catholic Mutual will pay $5,000,000 . The Diocese anticipates reaching a settlement agreement with Christian Brothers Oceania which will be finalized and memorialized before the Confirmation Hearing. Under the proposed agreement, Christian Brothers Oceania will pay $7,000,000 In exchange for the contributions to the Trust, the Plan proposes that the Abuse Claims against the Diocese Parties, MSJ Parties, Catholic Mutual Parties, Parish Parties, Catholic Entity Parties, School Parties, Other Insured Entities, and Christian Brothers Oceania, but not against any Perpetrators, are to be channeled into the Trust and released, as more specifically set forth in this Disclosure Statement and the Plan, and all currently pending and future causes of action against these Parties will be forever barred. The Trustee will liquidate the Trust Assets and fairly distribute the proceeds to the Abuse Claimants, pursuant to the allocation protocol contained in the Trust Distribution Plan. The Plan further provides that after all Abuse Claims are channeled to the Trust, the Diocese will receive a discharge from all Claims, permitting the Diocese to continue its missions, ministry, and other charitable activities after confirmation of the Plan. The Plan will be funded by a Trust which shall be established on or before the date on which the Plan is confirmed (the "Confirmation Date"). The Trust will be funded by Contributions comprised of cash and other assets from the Diocese, MSJ, Christian Brothers Oceania, Catholic Mutual, the Catholic Entities and the Parish Parties. As consideration for the Contributions, a Channeling Injunction will go into effect which will prevent the prosecution of Channeled Claims against all Participating Parties, in accordance with Article XII of the Plan. The Diocese owed its ordinary course vendors approximately $27,318.92 as of the Petition Date, for the delivery of goods and services to the Diocese, which are used in the operation of the Diocese's business, including providing support for its ministries and other outreach programs. These creditors are essential to the Diocese's operations, as they provide the items and services necessary to continue the Diocese's mission. The Diocese, MSJ, and Parish Parties intend to execute the final sale of certain real property, or at the election of the Committee or Trustee, as applicable, provide title to such real property, to contribute to the Trust, as provided in Section 11.1(i) of the Plan. Details regarding the real property being contributed to the Trust by the Diocese can be identified in Schedules 13, 14 and 15 to the Plan Supplement, and the real property being contributed to the Trust by the Parish Parties can be identified in Schedule 10 of the Plan Supplement. Under the Plan, Class 4 General Unsecured Claims are unimpaired. At the sole option of the Reorganized Diocese: (a) each Class 4 Claimant shall receive payment in Cash in an amount equal to such Allowed General Unsecured Claim, payable on or as soon as reasonably practicable after the last to occur of (i) the Effective Date, (ii) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, and (iii) the date on which the Class 4 Claimant and the Diocese or Reorganized Diocese, as applicable, shall otherwise agree in writing; or (b) satisfaction of such Allowed General Unsecured Claim in any other manner that renders the Allowed General Unsecured Claim Unimpaired, including Reinstatement. The Bankruptcy Court has scheduled the Plan confirmation hearing for April 14, 2023 to take place at 10:00 a.m. (Prevailing Eastern Time) before the Honorable Judge Tancredi, United States Bankruptcy Judge, in the United States Bankruptcy Court, Abraham Ribicoff Federal Building, 450 Main Street, 7th Floor, Hartford, Connecticut 06103. All Ballots must be actually received by the Diocese no later than 5:00 p.m. (Prevailing Eastern Time) on April 7, 2023. Attorneys for the Debtor: Patrick M. Birney, Esq. Andrew A. DePeau Annecca H. Smith, Esq. ROBINSON & COLE LLP 280 Trumbull Street Hartford, CT 06103 Telephone: (860) 275-8275 Facsimile: (860) 275-8299 E-mail: pbirney@rc.com adepeau@rc.com asmith@rc.com - and - Louis T. DeLucia, Esq. Alyson M. Fiedler, Esq. ICE MILLER LLP 1500 Broadway, 29th Floor New York, NY 10036 Telephone: (212) 824-4940 Facsimile: (212) 824-4982 E-Mail: louis.delucia@icemiller.com alyson.fiedler@icemiller.com A copy of the Disclosure Statement dated Jan. 27, 2023, is available at https://bit.ly/3Jwy5oJ from Epiq, the claims agent. About The Norwich Roman Catholic Diocesan Corporation The Norwich Roman Catholic Diocesan Corporation is a nonprofit corporation that gives endowments to parishes, schools, and other organizations in the Diocese of Norwich, a Latin Church ecclesiastical territory or diocese of the Catholic Church in Connecticut and a small part of New York. The Norwich Roman Catholic Diocesan Corporation sought Chapter 11 protection (Bankr. D. Conn. 2:21-bk-20687) on July 15, 2021. The Debtor estimated $10 million to $50 million in assets against liabilities of more than $50 million. Judge James J. Tancredi oversees the case. The Debtor tapped Ice Miller, LLP as bankruptcy counsel and Robinson & Cole, LLP as Connecticut counsel. Epiq Corporate Restructuring, LLC is the claims and noticing agent. DIOCESE OF NORWICH: Seeks Approval of Disclosure Statement ---------------------------------------------------------- The Norwich Roman Catholic Diocesan Corporation seeks entry of an order approving Disclosure Statement, establishing voting record date, approving solicitation packages and distribution procedures, approving forms of ballots and establishing procedures for voting on plan, approving forms of notices to non-voting classes under plan, establishing voting deadline to accept or reject plan, approving procedures for vote tabulation, including estimation of certain claims for voting purposes only and establishing confirmation hearing date and notice and objection procedures thereof. The Debtors request these deadlines in connection with the solicitation of votes and confirmation of the Plan. * The deadline to Object to the Disclosure Statement will be on February 27, 2023 at 5:00 p.m. (ET). * The Disclosure Statement Hearing will be on March 2, 2023 at 10:00 a.m. (ET). * The Voting Record Date will be on March 8, 2023. * The Solicitation Date will be on March 16, 2023. * The Voting Deadline will be on April 13, 2023 at 5:00 p.m. (ET). * The Confirmation Objection Deadline will be on April 13, 2023 at 5:00 p.m. (ET). * The Deadline to File the Voting Certification will be on April 18, 2023 at 5:00 p.m. (ET). * The Deadline for Diocese to Reply to Confirmation Objections will be on April 18, 2023 at 5:00 p.m. (ET). * The Confirmation Hearing will be on April 20, 2023 at 10:00 a.m. (ET). Counsel to the Debtor: Patrick M. Birney, Esq. Andrew A. DePeau Annecca H. Smith, Esq. ROBINSON & COLE LLP 280 Trumbull Street Hartford, CT 06103 Telephone: (860) 275-8275 Facsimile: (860) 275-8299 E-mail: pbirney@rc.com adepeau@rc.com asmith@rc.com - and - Louis T. DeLucia, Esq. Alyson M. Fiedler, Esq. ICE MILLER LLP 1500 Broadway, 29th Floor New York, NY 10036 Telephone: (212) 824-4940 Facsimile: (212) 824-4982 E-Mail: louis.delucia@icemiller.com alyson.fiedler@icemiller.com About The Norwich Roman Catholic Diocesan Corporation The Norwich Roman Catholic Diocesan Corporation is a nonprofit corporation that gives endowments to parishes, schools, and other organizations in the Diocese of Norwich, a Latin Church ecclesiastical territory or diocese of the Catholic Church in Connecticut and a small part of New York. The Norwich Roman Catholic Diocesan Corporation sought Chapter 11 protection (Bankr. D. Conn. 2:21-bk-20687) on July 15, 2021. The Debtor estimated $10 million to $50 million in assets against liabilities of more than $50 million. Judge James J. Tancredi oversees the case. The Debtor tapped Ice Miller, LLP as bankruptcy counsel and Robinson & Cole, LLP as Connecticut counsel. Epiq Corporate Restructuring, LLC is the claims and noticing agent. DLVAM1302 NORTH: Seeks to Hire Floyd Calhoun as Real Estate Broker ------------------------------------------------------------------ DLVAM1302 North Shore, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Floyd Calhoun, a professional based in Florida, as real estate broker. The Debtor needs a broker to market and sell its real estate located at 302 North Shore Drive, Anna Maria, Fla. As of the petition date, the Debtor owed Mr. Calhoun no less than $29,500. However, he has agreed that he will receive no distribution on his claim until all of the Debtor's non-insider claimants have been paid the full amount of their allowed claims. He has also agreed not to seek any compensation or commission for marketing and selling the real property. Mr. Calhoun disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The broker can be reached at: Floyd Calhoun P.O. Box 1111 Anna Maria, FL 34216 Telephone: (941) 896-5000 About DLVAM1302 North Shore DLVAM1302 North Shore, LLC, owner of a real property located at 302 North Shore Drive, Ana Maria, Florida, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-05371) on Oct. 20, 2021. In the petition signed by Floyd Calhoun, manager, the Debtor disclosed $1,988,681 in total assets and $1,585,279 in total liabilities. Judge Catherine Peek McEwen oversees the case. Buddy D. Ford, PA serves as the Debtor's legal counsel. DOCUPLEX INC: Seeks to Hire Larson & Company as Accountant ---------------------------------------------------------- Docuplex, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Larson & Company, P.A. to prepare and file its federal and state income tax returns. The firm will charge $150 per hour for the preparation of bankruptcy income tax returns, $190 per hour for review, $250 per hour for partner review, and $55 per hour for clerical tasks. As disclosed in court filing, Larson & Company, P.A. and its staff do not represent any interest adverse to the Debtor's estate. The firm can be reached through: Margaret VanSkiver Larson & Company, P.A. 200 W. Douglas Avenue, Suite 1000 Wichita, KS 67202 Phone: +1 316-263-8030 Email: admin@larsonpa.com About Docuplex Inc. Docuplex, Inc. owns and operates a print and mailing company, providing all varieties of commercial printing, finishing, and direct mailing services. It is one of the largest providers of these services in Wichita, Kan. Docuplex does not own any real property but owns a significant amount of furniture, fixtures, machinery, equipment, rolling stock, and inventory used in the operation. Docuplex sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 22-10734) on Sept. 2, 2022, with up to $10 million in both assets and liabilities. Gina Cherry, controller, signed the petition. Judge Mitchell L. Herren oversees the case. David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A. and Larson & Company, P.A. serve as the Debtor's legal counsel and accountant, respectively. EDPASS NY: Court OKs Cash Collateral Access Thru Feb 15 ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Edpass NY Inc. to use cash collateral on an interim basis through February 15, 2023. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee and payroll obligations incurred post-petition in the ordinary course of business; (b) the current and necessary expenses set forth in the budget, with a 10% variance; and additional amounts as may be expressly approved in writing by Canadaigua National Bank & Trust. As adequate protection for the use of cash collateral, Canadaigua is granted perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. A continued preliminary hearing on the matter is set for February 15 at 10:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3x6vHhc from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $8,135 for the week of February 5, 2023; $8,135 for the week of February 12, 2023; and $9,135 for the week of February 19, 2023. About Edpass NY Inc. Edpass NY Inc. is a privately owned freight transport company which provides freight transport and logistics services throughout the United States for a fee. Edpass NY conducts its operations from a residential apartment leased by Eduard Pashishniuk, its CEO, at 9938 Grande Lakes Blvd., Apt #2404, Orlando, Florida 32837. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00025) on January 4, 2023. In the petition signed by CEO Pasishuniuk, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, is the Debtor's legal counsel. EMPLOYEE LOAN: Hires Breakwater Law Group as Corporate Counsel -------------------------------------------------------------- Employee Loan Solutions, LLC received approval from the U.S. Bankruptcy Court for the Southern District of California to employ Breakwater Law Group, LLP as its special corporate counsel. The Debtor needs the firm's legal assistance in corporate and board matters, including operational matters that involve legal issues. Breakwater Law Group will be paid at hourly rates ranging from $425 to $500. The firm received from the Debtor an advance retainer of $50,000. Kurt Kicklighter, Esq., a partner at Breakwater Law Group, 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: Kurt Kicklighter, Esq. Breakwater Law Group, LLP 415 S Cedros Ave. Solana Beach, CA 92705 Tel: (858) 227-6661 Email: info@breakwaterlawgroup.com About Employee Loan Solutions Employee Loan Solutions, LLC, a wholly owned subsidiary of Emp Loan Holdings, Inc., markets and services a web-based employee benefit platform called TrueConnect, a trademarked brand since 2016. TrueConnect is an employee financial wellness benefit offered at no cost or financial risk to employers. Employee Loan Solutions sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No. 22-03210) on Dec. 16, 2022. In the petition signed by its chief executive officer, Douglas Farry, the Debtor disclosed $38,144,499 in assets and $7,613,600 in liabilities. Judge Christopher B. Latham oversees the case. Caroline R. Djang, Esq., at Buchalter, Breakwater Law Group, LLP, and Impact Capital Group, Inc. serve as the Debtor's bankruptcy counsel, special corporate counsel and investment banker, respectively. EMPLOYEE LOAN: Taps Impact Capital Group as Investment Banker ------------------------------------------------------------- Employee Loan Solutions, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Impact Capital Group, Inc. as its investment banker. The Debtor requires an investment banker to: a. design and implement a process and timetable to solicit, coordinate, and evaluate one or more alternative proposals for a Section 363 sale of the Debtor's assets; b. research into potential participants in a Section 363 sale other than the solicitation of investors in a securities-related transaction; c. prepare corporate presentation materials; d. assist the Debtor in preparing for due diligence as deemed necessary including the preparation and maintenance of a secure virtual data room facility; e. meet with the Debtor and its management to discuss and advise on any proposed Section 363 sale; f. evaluate proposals received from potential parties to a Section 363 sale, taking into consideration potential synergies that are specific to each strategic buyer; g. assist in the non-legal aspects of final documentation and closing; and h. provide such other business, operational and financial consulting services. In the event of a completed transaction, the Debtor must pay the firm a "success fee" equal to the following amounts of cash: (i) 5 percent of the portion of transaction value up to $15 million; or (ii) 7 percent of the portion of transaction value of, or over, $15 million. Impact Capital Group is entitled to a minimum success fee of $350,000 for any transaction closed regardless of the transaction value. The Debtor has paid Impact Capital Group five monthly consulting fees of $10,000 per month for a total of $50,000. Commencing on Jan. 4, 2023, the firm is entitled to three additional monthly payments of $10,000 for a total of $30,000. The additional consulting fee will be due and payable upon the court's approval of the firm's employment. All monthly consulting fees paid prior to a transaction closing will be fully credited against any success fee. Michael Cohen, a managing director at Impact Capital Group, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Cohen Impact Capital Group, Inc. 1999 Avenue of the Stars, Suite 1100 Los Angeles, CA 90067 Tel: (424) 222-5330 Email: mcohen@impactcapitalgroup.com About Employee Loan Solutions Employee Loan Solutions, LLC, a wholly owned subsidiary of Emp Loan Holdings, Inc., markets and services a web-based employee benefit platform called TrueConnect, a trademarked brand since 2016. TrueConnect is an employee financial wellness benefit offered at no cost or financial risk to employers. Employee Loan Solutions sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No. 22-03210) on Dec. 16, 2022. In the petition signed by its chief executive officer, Douglas Farry, the Debtor disclosed $38,144,499 in assets and $7,613,600 in liabilities. Judge Christopher B. Latham oversees the case. Caroline R. Djang, Esq., at Buchalter, Breakwater Law Group, LLP, and Impact Capital Group, Inc. serve as the Debtor's bankruptcy counsel, special corporate counsel and investment banker, respectively. ESCADA AMERICA: Unsecureds Owed $20.6M to Recover 13% in Plan ------------------------------------------------------------- Judge Sheri Bluebond has entered an order approving Escada America LLC's Disclosure Statement describing its First Amended Chapter 11 Plan of Reorganization. The deadline by which creditors' votes on the Plan must be received is March 6, 2023. The deadline for parties in interest to file an objection or response to confirmation of the Plan is March 6, 2023. The deadline for the Debtor to file a brief in support of confirmation and the voting ballot tabulation shall be March 9, 2023. The hearing on the confirmation of the Debtor's Plan will be at 11:00 a.m. on March 15, 2023. Reorganization Plan Escada America LLC submitted a Disclosure Statement describing the First Amended Chapter 11 Plan of Reorganization dated Jan. 27, 2023. On the Plan Effective Date, the Debtor will be referred to as the "Post-Confirmation Debtor." The Post-Confirmation Debtor will acquire all assets and assume all liabilities of the Debtor as restructured under the Plan, except all of the Debtor's inventory and tangible personal property shall vest in ESP in accordance with the Plan. Under the Plan, Class 5 All Allowed, Noninsider, General Unsecured Claims total $20,616,905. Each holder of an allowed Claim in Class 5 will receive its pro rata share of the "GUC Distribution," which shall be no less than the "GUC Floor," which shall be no less than an amount sufficient to pay each holder of an allowed Class 5 Claim no less than 13 cents on the dollar for its aggregate allowed claims. In the event of a default, the Debtor's bankruptcy case shall be converted to chapter 7. The Plan's treatment of Class 5 is the result of an extensively and hard-fought negotiated global settlement among the Debtor, the Committee, and the Secured Creditors. On the Plan Effective Date, the total amount of value available for distribution to holders of allowed General Unsecured Claims shall be no less than $2,600,000 (the "GUC Floor") and may be a greater sum (the "GUC Distribution"), which amount shall be distributed pro rata to the holders of allowed general unsecured creditors no later than May 1, 2023 (the "Distribution Date"). The GUC Distribution will consist of: (i) Cash on Hand after satisfaction in full of allowed Administrative Claims and Priority Claims, (ii) the Cash Contribution, and (iii) either (A) the Bond Proceeds or (B) the Bond Cover. The GUC Floor is predicated on allowed General Unsecured Claims totaling not more than an aggregate amount of $20,000,000. If, as of the effective date, the total allowed amount of General Unsecured Claims exceeds, in aggregate, $20,000,000, then the amount of the GUC Floor shall increase to the amount necessary to provide all allowed General Unsecured Claims a distribution equal to 13.0%. The Plan will be funded with: (i) Cash on Hand after satisfaction in full of allowed Administrative Claims and Priority Claims, (ii) the Cash Contribution, and (iii) (A) the Bond Proceeds and/or (B) the Bond Cover. Mega and ESP are collectively referred to herein as the "Contributing Creditors". The Contributing Creditors will contribute new cash in an amount equal to $675,000 (the "Cash Contribution") to pay allowed claims against the estate. The Contributing Creditors shall be jointly and severally liable to pay the Cash Contribution, but may allocate the payment amount for each between themselves. The Cash Contribution will be made on or before the Distribution Date. The Debtor's total cash on hand on the Effective Date of the Plan, prior to the funding of the Cash Contribution and excluding the Bond Proceeds or Bond Cover, as applicable, must be no less than $900,000 (the "Cash on Hand"). Notwithstanding the foregoing, if the total cash on hand on the Effective Date of the Plan is less than $900,000, then the Contributing Creditors shall contribute additional cash necessary to satisfy the GUC Floor. In the event the total amount of estate cash, excluding any Bond Proceeds is less than $900,000 at any point before the Effective Date of the Plan, the case shall convert automatically to chapter 7; provided however, that no later than 3 business days after estate cash falls below $900,000, the Contributing Creditors may contribute funds (such funds, collectively, the "Cash Top Up") to increase the total amount of estate cash to at least $900,000 so as to prevent an automatic conversion to chapter 7 before the Distribution Date. In the event Cash on Hand exceeds $900,000 on the Effective Date of the Plan, the Contributing Creditors shall be reimbursed the amount of the Cash Top Up from any such excess Cash on Hand. The Debtor shall provide weekly cash balance reporting to the Committee and shall notify the Committee immediately in writing if the total amount of estate cash becomes less than $900,000. The total recovered proceeds (the "Bond Proceeds") of the Bond Collateral shall be distributed to holders of allowed General Unsecured Claims by no later than the Distribution Date. The Contributing Creditors shall advance up to $1,850,000.00 (the "Bond Cover") in the event that the Bond Proceeds are less than $1,850,000.00 as of the Distribution Date. If (i) the GUC Floor is met on the Distribution Date, and (ii) the Contributing Creditors advanced the Bond Cover, then any Bond Proceeds received after the date of the Bond Cover shall be the property of the Contributing Creditors. For the avoidance of doubt, the Bond Proceeds shall not be included in the calculation of the amount of Cash on Hand. Except for the Contributing Creditors' obligation to maintain the total amount of estate cash at $900,000, any failure by the Contributing Creditors to perform any funding obligation under the Plan shall not give rise to remedies for, without limitation, specific performance of effectuating the Plan by the Contributing Creditors. For example, if the GUC Floor is not funded in accordance with the Plan, the Debtor, the estate, or creditors will not have any cause of action against the Contributing Creditors (except in connection with any failure to maintain at least $900,000 in estate cash). Rather, if the GUC Floor is not funded, this case shall convert automatically to chapter 7 in accordance with the Plan. If the case converts to chapter 7, the Contributing Creditors shall ensure, and pay the amount necessary to ensure, that the total amount of Cash on Hand on the date of conversion is no less than $900,000. Attorneys for the Chapter 11 Debtor: John-Patrick M. Fritz, Esq. Levene, Neale, Bender, Esq. YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: JPF@LNBYG.COM A copy of the Order dated Jan. 27, 2023, is available at https://bit.ly/3kT11xb from PacerMonitor.com. A copy of the Disclosure Statement dated Jan. 27, 2023, is available at https://bit.ly/3HkaWmK from PacerMonitor.com. About Escada America Escada America, LLC, owner of a clothing store in New York, sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 22-10266) on Jan. 18, 2022. In the petition filed by Kevin Walsh, director of finance, the Debtor listed $1 million to $10 million in both assets and liabilities. Judge Sheri Bluebond oversees the case. John Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP serves as the Debtor's legal counsel while Holthouse, Carlin & Van Trigt, LLP is the Debtor's accountant. On May 18, 2022, the U.S. Trustee for Region 16 appointed an official committee of unsecured creditors in this Chapter 11 case. Kelley Drye & Warren, LLP, serves as the committee's legal counsel. The Debtor filed its proposed Chapter 11 Plan of Reorganization and Disclosure Statement on May 12, 2022. FARMHOUSE CREATIVE: Court OKs Cash Collateral Access Thru Feb 15 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Farmhouse Creative, LLC to use cash collateral on an interim in accordance with the budget, through February 15, 2023. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee and payroll obligations incurred post-petition in the ordinary course of business; (b) the current and necessary expenses set forth in the budget, with a 10% variance; and (c) additional amounts as may be expressly approved in writing by Florida Business Development Corporation. As adequate protection for the use of cash collateral, the Secured Creditor will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. A further hearing on the matter is set for February 15 at 11 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3Ibx5W3 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $198 for the week ending February 6, 2023; $655 for the week ending February 13, 2023; $1,228 for the week ending February 20, 2023; and $274 for the week ending February 27, 2023. About Farmhouse Creative, LLC Farmhouse Creative, LLC is a closely held Florida limited liability company formed in 2019 for the purpose of acquiring and operating the KidzArt Orlando franchise. KidzArt Orlando offers a unique art enrichment program where children can learn to draw, learn about art, and enhance their creativity. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00178) on January 18, 2023. In the petition signed by Dawn Farmer, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, represents the Debtor as legal counsel. FEDNAT HOLDING: Committee Seeks to Tap Bast Amron as Local Counsel ------------------------------------------------------------------ The official unsecured creditors' committee of FedNat Holding Company and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Bast Amron, LLP as its local counsel. The firm's services include: a. giving advice to the committee with respect to its powers and duties in the Debtors' Chapter 11 cases; b. advising the committee with respect to issues including sales of assets, approval of any disclosure statement which may be filed, confirmation of any plan which may be filed, alternatives to the reorganization process, avoidance actions, and other pertinent matters; c. preparing legal documents; d. protecting the interests of the committee in all matters pending before the court; and e. representing the committee in negotiations with the Debtors and creditors. Bast Amron will be paid at these rates: Partners $525 to $675 per hour Attorneys $265 to $535 per hour Paralegals $245 to $285 per hour Jeffrey Bast, Esq., a partner at Bast Amron, 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. Bast Amron can be reached at: Jeffrey P. Bast, Esq. Bast Amron, LLP 1 SE 3rd Ave., Suite 2410 Miami, FL 33131 Tel: (305) 379-7904 Email: jbast@bastamron.com About FedNat Holding Company FedNat Holding Co. -- https://www.fednat.com -- is a regional insurance holding company in Sunrise, Fla., which controls substantially all aspects of the insurance underwriting, distribution and claims processes through subsidiaries and contractual relationships with independent and general agents. It is not an insurance carrier and does not issue insurance policies. Rather, FedNat provides agency, underwriting and policyholder services to its insurance carrier clients. Its business is comprised of two primary components: underwriting and claims processing. FedNat and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Fla. Lead Case No. 22-19451) on Dec. 11, 2022. In the petition filed by its manager, Mark Allen, FedNat reported assets between $10 million and $50 million and liabilities between $100 million and $500 million. Judge Peter D. Russin oversees the cases. The Debtors are represented by Shane G. Ramsey, Esq., at Nelson Mullins Riley & Scarborough, LLP. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Pachulski Stang Ziehl & Jones, LLP as lead bankruptcy counsel; Bast Amron, LLP as local counsel; and AlixPartners, LLP as financial advisor. FEDNAT HOLDING: Committee Taps AlixPartners as Financial Advisor ---------------------------------------------------------------- The official unsecured creditors' committee of FedNat Holding Company and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ AlixPartners, LLP as its financial advisor. The firm's services include: a. reviewing and evaluating the Debtors' current financial condition, business plans, and cash and financial forecasts, and periodically reporting to the committee regarding the same; b. reviewing the Debtors' cash management, tax sharing and intercompany accounting systems, practices and procedures; c. reviewing and investigating (i) related party transactions, including those between the Debtors and non-debtor subsidiaries and affiliates, and (ii) selected other pre-bankruptcy transactions; d. identifying and reviewing potential preference payments, fraudulent conveyances and other causes of action that the various Debtors' estates may hold against third parties; e. analyzing the Debtors' assets and claims, and assessing potential recoveries to the various creditor constituencies under different scenarios, in coordination with the committee's investment banker; f. supporting the committee's investment banker's evaluation of proposed asset sales, as required; g. assisting in the development and review of the Debtors' plan of reorganization and disclosure statement; h. evaluating court motions filed or to be filed by the Debtors or any other parties-in-interest, as appropriate; i. rendering expert testimony and litigation support services, including e-discovery services, as requested from time to time by the committee and its counsel, regarding any of the matters to which the firm is providing services; j. attending committee meetings and court hearings as may be required in the role of advisors to the committee; and k. assisting in other matters that fall within the firm's expertise and that are mutually agreeable. The hourly rates charged by the firm for its services are as follows: Managing Director $1,140 to $1,400 Partner $1,115 Director $880 to $1,070 Senior Vice President $735 to $860 Vice President $585 to $725 Consultant $215 to $565 Paraprofessional $360 to $380 In addition, the firm will seek reimbursement for its out-of-pocket expenses. Kathryn McGlynn, managing partner at AlixPartners, 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: Kathryn McGlynn AlixPartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Tel: (212) 490-2500 Email: dmacgreevey@alixpartners.com About FedNat Holding Company FedNat Holding Co. -- https://www.fednat.com -- is a regional insurance holding company in Sunrise, Fla., which controls substantially all aspects of the insurance underwriting, distribution and claims processes through subsidiaries and contractual relationships with independent and general agents. It is not an insurance carrier and does not issue insurance policies. Rather, FedNat provides agency, underwriting and policyholder services to its insurance carrier clients. Its business is comprised of two primary components: underwriting and claims processing. FedNat and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Fla. Lead Case No. 22-19451) on Dec. 11, 2022. In the petition filed by its manager, Mark Allen, FedNat reported assets between $10 million and $50 million and liabilities between $100 million and $500 million. Judge Peter D. Russin oversees the cases. The Debtors are represented by Shane G. Ramsey, Esq., at Nelson Mullins Riley & Scarborough, LLP. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Pachulski Stang Ziehl & Jones, LLP as lead bankruptcy counsel; Bast Amron, LLP as local counsel; and AlixPartners, LLP as financial advisor. FEDNAT HOLDING: Committee Taps Pachulski as Lead Counsel -------------------------------------------------------- The official unsecured creditors' committee of FedNat Holding Company and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Pachulski Stang Ziehl & Jones, LLP as its lead counsel. The firm's services include: a. giving advice to the committee with respect to its powers and duties in the Debtors' Chapter 11 cases; b. advising the committee with respect to issues including sales of assets, approval of any disclosure statement which may be filed, confirmation of any plan which may be filed, alternatives to the reorganization process, avoidance actions, and other pertinent matters; c. preparing legal documents; d. protecting the interests of the committee in all matters pending before the court; and e. representing the committee in negotiations with the Debtors and creditors. The firm will be paid at these rates: Partners $995 to $1,995 per hour Associates $725 to $1,525 per hour Paralegals $495 to $545 per hour Pachulski is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Bradford J. Sandler, Esq. Teddy M. Kapur, Esq. Pachulski Stang Ziehl & Jones, LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: 302.778.6424 Email: bsandler@pszjlaw.com About FedNat Holding Company FedNat Holding Co. -- https://www.fednat.com -- is a regional insurance holding company in Sunrise, Fla., which controls substantially all aspects of the insurance underwriting, distribution and claims processes through subsidiaries and contractual relationships with independent and general agents. It is not an insurance carrier and does not issue insurance policies. Rather, FedNat provides agency, underwriting and policyholder services to its insurance carrier clients. Its business is comprised of two primary components: underwriting and claims processing. FedNat and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Fla. Lead Case No. 22-19451) on Dec. 11, 2022. In the petition filed by its manager, Mark Allen, FedNat reported assets between $10 million and $50 million and liabilities between $100 million and $500 million. Judge Peter D. Russin oversees the cases. The Debtors are represented by Shane G. Ramsey, Esq., at Nelson Mullins Riley & Scarborough, LLP. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Pachulski Stang Ziehl & Jones, LLP as lead bankruptcy counsel; Bast Amron, LLP as local counsel; and AlixPartners, LLP as financial advisor. FINANCIAL INVESTMENTS: Court Confirms Second Amended Plan --------------------------------------------------------- Judge Magdeline D. Coleman has entered an order confirming Financial Investments and Real Estate, LLC's Second Amended Chapter 11 Plan of Reorganization dated Nov. 22, 2022. Confirmation incorporates the court's Order of September 26, 2022 which shall remain in full force and effect between the Debtor and U.S. Bank National Association, its successors or assignees. Financial Investments and Real Estate, LLC, submitted a Second Amended Chapter 11 Plan of Reorganization. This is a single asset real estate case (SARE). The Property is 1203 South Melville Street, Philadelphia, Pa 19143. The real estate valuation was $350,000. This is an appraised valuation. The Debtor also has a loan due from Cyndescope with a balance of approximately $300,000. Cyndescope has agreed to start repayment at $2,500 per month with increases in the monthly amount up to $6,000 in subsequent years which is reflected on the budget. Under the Plan, Class 3 Equity Interest holders which contain general unsecured Claims against the Debtor, will retain their membership and percentages. As stated, the LLC intends to fund the Second Amended Plan from income from (i) the Property with short term leases and short-term related stays with medical facilities or providers in the area and (ii) the loan repayments from Cyndescope, with website advertising as mentioned herein. The failure of Debtor to obtain the projected payments from the Property or from Cyndescope shall not excuse the performance of Debtor under this Plan. Attorney for the Debtor: Michael A. Cataldo, Esq. GELLERT SCALI BUSENKELL & BROWN LLC 1628 JFK Blvd., Suite 1901 Philadelphia, PA 19103 Tel: (215) 238-0015 E-mail: mcataldo@gsbblaw.com A copy of the Plan of Reorganization dated Jan. 27, 2023, is available at https://bit.ly/3DouzJr from PacerMonitor.com. About Financial Investments Financial Investments and Real Estate, LLC, is a Pennsylvania-based real estate and financial investments company. Financial Investments and Real Estate sought Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 22-11150) on May 3, 2022, listing as much as $500,000 in both assets and liabilities. Kathryn Anderson, managing member, signed the petition. The case is assigned to Judge Magdeline D. Coleman. Michael A. Cataldo, Esq., at Gellert, Scali, Busenkell & Brown, LLC, is the Debtor's counsel. FJC MANAGEMENT: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, Oakland Division, authorized FJC Management Inc. to use cash collateral on an interim basis in accordance with the budget, with a 20% variance. The Debtor seeks to use cash collateral that is subject to a duly perfected lien in favor of the U.S. Small Business Administration. As adequate protection, the SBA is granted a replacement lien against the Debtor's personal property assets and the proceeds thereof, to the same extent, priority and validity as the lien held by the SBA as of the Petition Date, and subject to the same defenses and avoidance actions as those applicable to the SBA's lien as of the Petition Date. Any diminution in the value of the SBA's collateral pursuant to the subject SBA loan over the life of the bankruptcy case will entitle the SBA to a super-priority claim pursuant to 11 U.S.C. sections 503(b), 507(a)(2) and 507(b). The Debtor will make monthly adequate protection payments to the SBA in the amount of $2,501. A final hearing on the matter is set for February 15, 2023 at 10:30 a.m. A copy of the order is available at https://bit.ly/3lc5R8D from PacerMonitor.com. About FJC Management Inc. FJC Management Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-40085) on January 25, 2023. In the petition signed by Pravesh Chopra, president, the Debtor disclosed up to $10 million in both assets and liabilities. FJC Management Inc. operates fast casual restaurants in California known as "Buffalo Wild Wings" franchises. The Debtor's principal business office is located at 2150 Portola Avenue, Livermore, California. The Debtor operates four "Buffalo Wild Wings" restaurant locations in Livermore, California, Dublin, California, Fairfield, California, and Vacaville, California. Debtor previously operated a restaurant location in San Ramon, California. Judge William J. Lafferty, III oversees the case. Evelina Gentry, Esq., at Akerman LLP, represents the Debtor as legal counsel. FLOWORKS INT'L: Moody's Withdraws B3 CFR on Debt Repayment ---------------------------------------------------------- Moody's Investors Service has withdrawn FloWorks International LLC's ratings including the B3 Corporate Family Rating, the B3-PD Probability of Default Rating, and the B3 rating on the company's first-lien senior secured term loan. The rating action follows FloWorks' full repayment of its previously rated first-lien senior secured debt. Withdrawals: Issuer: FloWorks International LLC Corporate Family Rating, Withdrawn, previously rated B3 Probability of Default Rating, Withdrawn, previously rated B3-PD Backed Senior Secured 1st Lien Term Loan, Withdrawn, previously rated B3 (LGD4) Outlook Actions: Issuer: FloWorks International LLC Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Moody's has withdrawn the ratings because FloWorks' debt previously rated by Moody's has been fully repaid. On January 24, 2023, FloWorks disclosed that Clearlake Capital Group, L.P., a private equity sponsor, had sold its majority interest in the company to Wynnchurch Capital, L.P. (Wynnchurch). As part of the investment and recapitalization by Wynnchurch, the company's rated debt was paid off. Terms of the transaction were not disclosed. FloWorks International LLC, headquartered in Houston, TX, is a specialty distribution company in the flow control category. From 2017 to January 2023, FloWorks was a portfolio company of Clearlake Capital Group, L.P. FREEPORT LNG: Moody's Confirms 'B3' CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service confirmed ratings of Freeport LNG Investments, LLLP (FLNGI), including B3 Corporate Family Rating, B3-PD Probability of Default Rating and B3 rating on its senior secured term loan B. The outlook was changed to stable. This rating action concludes the ratings review initiated on June 29, 2022. The following rating actions were taken: Confirmations: Issuer: Freeport LNG Investments, LLLP Corporate Family Rating, Confirmed at B3 Probability of Default Rating, Confirmed at B3-PD Senior Secured Term Loan B, Confirmed at B3 (LGD4) Outlook Actions: Issuer: Freeport LNG Investments, LLLP Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The change of outlook to stable reflects Moody's expectation that the group is well positioned to restart the operations shortly and that FLNGI will continue to receive capital contributions from its shareholder pending the restart of distributions to FLNGI from its operating subsidiaries. Moody's expects distributions to commence by the end of 2023. The confirmation of B3 CFR and B3-PD PDR ratings factors in continuous support from the majority shareholder, including prompt equity contributions, that enables covenant compliance and debt service by FLNGI until the operations are fully restored. The ratings also reflect FLNGI's weak liquidity and the overall weak financial profile pending the full recovery in operating activity. Once all three plants resume full operations, these entities will need to replenish their debt service reserve accounts to be able to resume distributions to FLNGI. These distributions are the primary source of FLNGI's cash flow supporting its debt service. FLNGI's liquidity position remains weak and supported by expected continuing contributions from the shareholder in 2023. FLNGI's senior secured term loan B is rated B3, at the level of the CFR, and together with equally ranked term loan A (unrated) constitute the entire capital structure of FLNGI on a standalone basis. The term loans A and B are secured by a pledge of ownership interests in the intermediate holding company Freeport LNG Development, L.P. (FLNG, unrated) and is guaranteed on a senior secured basis by non-operating company holding additional 8% ownership stake in FLNG. The term loans are structurally and effectively subordinated to the senior secured debt raised by operating subsidiaries and FLEX Intermediate Holdco, LLC. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings may be upgraded if FLNGI's stand-alone liquidity position is restored and there is a good line of sight to full recovery in operations and leverage metrics, with EBITDA/interest improving to above 2x. A delay in return to full operations or further deterioration in liquidity could lead to the downgrade of the B3 ratings. The principal methodology used in these ratings was Midstream Energy published in February 2022. Freeport LNG Investments, LLLP ("FLNGI") a limited liability limited partnership that holds 55.35% interest in Freeport LNG Development, L.P. ("FLNG"). Debt service and repayment of the its term loans are supported by distributions from FLNG, through its 100% subsidiary FLEX Intermediate Holdco, LLC (FLEX IH) that holds interests in the three operating LNG facilities, including 50% interest in FLNG Liquefaction, LLC (FLIQ1), 42% interest in FLNG Liquefaction 2, LLC (FLIQ2) and 100% interest in FLNG Liquefaction 3, LLC (FLIQ3). FROZEN WHEELS: Seeks to Hire Venable LLP as New Counsel ------------------------------------------------------- Frozen Wheels, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Venable LLP to substitute for Genovese Joblove & Battista, PA. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties in the continued management and operation of its businesses and properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the cases; (c) advise the Debtor in connection with any contemplated sales of assets or business combinations; (d) advise the Debtor in connection with post-petition financing and cash collateral arrangements, prepetition financing arrangements, and emergence financing and capital structure, and negotiate and draft documents relating thereto; (e) advise the Debtor on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (f) provide advice to the Debtor with respect to legal issues arising in or relating to the Debtor's ordinary course of business; (g) take all necessary action to protect and preserve the Debtor's estate; (h) prepare legal papers; (i) negotiate and prepare on the Debtor's behalf a plan of reorganization, disclosure statement and all related agreements and/or documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (j) attend meetings with third parties and participate in negotiations with respect to the above matters; (k) appear before this court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; and (l) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with this Chapter 11 case. GJB is holding a retainer in the amount of $74,505. The Debtor requests that, upon the approval of any fees awarded to GJB in this case and the application of any such awarded fees to the retainer, that GJB be authorized to transfer the balance of the retainer to Venable to be held pending any award of fees in this case. Glenn Moses, Esq., a partner at Venable LLP, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Glenn D. Moses, Esq. Venable LLP 100 SE 2nd Street, Suite 4400 Miami, FL 33131 Telephone: (305) 349-2300 Email: gmoses@venable.com About Frozen Wheels Frozen Wheels, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-18638) on Nov. 7, 2022. In the petition signed by Isaac Halwani, manager, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Laurel M. Isicoff oversees the case. Glenn D. Moses, Esq., at Venable LLP serves as the Debtor's legal counsel. FTX GROUP: Extends Europe and Japan Businesses Bid Deadlines ------------------------------------------------------------ Joanna Ossinger of Bloomberg News reports that the bankrupt FTX group of crypto companies extended the deadlines to bid for its Japan and Europe businesses. The preliminary bid deadline is now March 8, 2023 while the bid deadline has been moved to April 19, 2023, according to a court filing on Wednesday. The auction date becomes April 26, 2023. Administrators in December put several FTX units on the auction block, including LedgerX, the Japanese and Singaporean crypto exchanges, and the European digital assets and derivatives business. The Japanese operation segregated client funds and is expected to return the assets to customers starting this month. The unit won't lose its licenses even if its owner changes, Japan's Financial Services Agency said last month. The US has accused the discredited former crypto mogul Sam Bankman-Fried of presiding over one of the biggest frauds at the helm of the FTX exchange, which slid into Chapter 11 bankruptcy in November. He faces trial after pleading not guilty to criminal charges. Some of the FTX businesses have in aggregate attracted interest from more than 100 parties, earlier filings showed. Monex Group Inc., a Tokyo-based online brokerage, has expressed interest in FTX Japan. The sale proposals require bankruptcy court approval. 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.Ã‚ Ã‚ 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.Ã‚ Ã‚ 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. FULL CIRCLE: Court Confirms Amended Plan of Reorganization ---------------------------------------------------------- The Bankruptcy Court has entered an order confirming Full Circle Technologies, LLC's Amended Plan of Reorganization dated Jan. 20, 2023. Full Circle Technologies, LLC, submitted an Amended Plan of Reorganization dated Jan. 20, 2023. With at least one class of impaired creditors voting to accept the Plan, the bankruptcy judge confirmed the Plan following a hearing on Jan. 24. The Debtor proposes to restructure its current indebtedness and continue its operations to provide a dividend to the creditors of the Debtor. The Debtor has greatly reduced its operations with the termination of the Tesla project. This has resulted in the Debtor closing its Austin office and eliminating overhead. The Debtor has been able to operate at a profit during this proceeding. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. Under the confirmed Plan, Class 10 Allowed Unsecured Creditors are impaired. All unsecured creditors shall share pro rata in the unsecured creditors pool. The Debtor will make monthly payments commencing 30 days after the Effective Date of $1,500 into the unsecured creditors' pool. The amount represents the Debtor's disposable income as that terms is defined in 11 U.S.C. Sec. 1191(d). The Debtor shall make distributions to the Class 10 creditors every 90 days commencing 90 days after the first payment into the unsecured creditors pool. The Debtor shall make 60 payments into the unsecured creditors pool. The Class 10 creditors shall include all creditors not in Classes 1 through 9 except to the extent of the unsecured portion of Bayfirst's Class 4 Claim. The Class 9 creditors, include without limitation any claims of Small Business Administration, Porter Capital Corporation, Scansource, Inc., Mr. Advance Delta Bridge Funding and, Lifetime Funding. Any Class 10 creditor that has filed a UCC-1 shall be deemed to consent to a release of any secured claim upon confirmation of this Plan, except Bayfirst shall not be deemed to have consented to a release of its UCC-1 and the secured portion of its claim until such secured claim has been timely paid in full pursuant to the Plan. Class 10 is impaired. The Debtor anticipates the continued operations of the business to fund the Plan. Proposed Attorneys for the Debtor: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 A copy of the Amended Plan of Reorganization dated Jan. 27, 2023, is available at https://bit.ly/405SyH3 from PacerMonitor.com. About Full Circle Technologies Full Circle Technologies, LLC, operates a company providing sales, installation, maintenance and monitoring for security and restricted access systems. Full Circle Technologies, LLC, a Dallas-based company, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-31660) on Sept. 9, 2022, with $1,040,000 in assets and $3,265,341 in liabilities. Areya Holder Aurzada serves as Subchapter V trustee. Judge Scott W. Everett oversees the case. Eric A. Liepins, Esq., at Eric A. Liepins, P.C., is the Debtor's counsel. G.A.H. BAR-B-Q: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- G.A.H. Bar-B-Q Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral on an interim basis, and provide adequate protection to Florida Business Bank. On an emergency basis, the Debtor will require an amount to use of at least $9,000 to satisfy its payroll. The Debtor requires the use of cash to fund ordinary business operations and necessary expenses in accordance with a cash budget. Prior to the Petition Date, the Debtor obtained financing from Florida Business which is purportedly secured by substantially all of G.A.H.'s assets, including its accounts and cash equivalents. Florida Business may assert a first priority security interest in the Debtor's cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on July 20, 2017. The outstanding balance owed to Florida Business is $239,913, which amount may be subject to dispute. The Inferior Interests may claim an inferior interest in the Debtor's cash and cash equivalents by virtue of alleged liens on the Debtor's personal property. The Debtor believes the Inferior Interests are wholly unsecured due to the outstanding amounts owed to the senior secured lender with a superior interest in the Debtor's property, or due to disputes over the basis for the creditors' respective alleged security interests. The Debtor asserts the motion must be considered on an expedited basis as the Debtor's business operations and reorganization efforts will suffer immediate and irreparable harm if it is not permitted to use cash collateral. As adequate protection for the use of cash collateral, the Debtor proposes to grant the Secured Creditors a replacement lien on its post-petition cash collateral to the same extent, priority and validity as their pre-pctition liens, to the extent its use of cash collateral results in a decrease in the value of the Secured Creditors' interest in the cash collateral. All interests on cash collateral are adequately protected by replacement liens and the proposed adequate protection is fair and reasonable and sufficient to satisfy any diminution in value of the Secured Creditors' prepetition collateral. The Debtor also requests the Court to conduct a hearing on or before February 10, 2023. A copy of the motion is available at https://bit.ly/3Y6orO9 from PacerMonitor.com. About G.A.H. Bar-B-Q, Inc. G.A.H. Bar-B-Q, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00428) on February 3, 2023. In the petition signed by Gregory Helwig, sole shareholder, the Debtor disclosed up to $10 million in assets and up to $500,000 in liabilities. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, represents the Debtor as legal counsel. GAMESTOP CORP: BlackRock Owns 7.2% Class A Shares as of Dec. 31 --------------------------------------------------------------- BlackRock, Inc. disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 21,977,404 shares of Class A common stock of Gamestop Corp., representing 7.2% of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1326380/000130655023006550/us36467w1099_020323.txt About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce properties and thousands of stores. GameStop reported a net loss of $381.3 million in 2021, a net loss of $215.3 million in 2020, a net loss of $470.9 million in 2019, and a net loss of $673 million in 2018. As of Oct. 29, 2022, the Company had $3.32 billion in total assets, $2.07 billion in total liabilities, and $1.24 billion in total stockholders' equity. GIRARDI & KEESE: Tom Girardi Charged for Stealing $18M From Client ------------------------------------------------------------------ Reuters reports that federal prosecutors in Chicago and Los Angeles on Feb. 1, 2023, filed criminal charges against disbarred California attorney Tom Girardi, accusing him of taking more than $18 million in funds belonging to his firm's clients. Prosecutors in Los Angeles charged Girardi, 83, with five counts of wire fraud for allegedly embezzling $15 million from 2010 to 2020, while prosecutors in Chicago charged him with eight counts of wire fraud and four counts of criminal contempt of court. Girardi's legal battle against Pacific Gas & Electric Co inspired the Oscar-winning film "Erin Brockovich." Chicago prosecutors alleged that Girardi misappropriated more than $3 million in client funds owed to families of the victims of the 2018 Boeing (BA.N) 737 MAX Lion Air Flight 610 crash in Indonesia. The crash killed all 189 onboard. In the Los Angeles case, prosecutors alleged that Girardi took money from clients who were injured in car crashes, including one family whose child was paralyzed in a crash. Christopher Kamon, the former chief financial officer of Girardi's now-defunct law firm Girardi Keese, was also charged in the Chicago and Los Angeles cases. "They were committing fraud on a massive scale," Martin Estrada, the U.S. attorney in Los Angeles, said during a Wednesday news conference. Girardi's son-in-law, David Lira, who worked at the firm, was charged with wire fraud and criminal contempt of court by the Chicago prosecutors. Damon Cheronis, an attorney representing Lira, said his client is innocent and will plead not guilty. Girardi has been summoned to appear in Los Angeles federal court on Monday. Girardi, Lira and Kamon are set to be arraigned in Chicago federal court. Girardi's legal and personal affairs are now handled by his brother Robert, a dentist. Robert Girardi has asserted that his brother is mentally incompetent, and a psychiatrist said he has Alzheimer's disease. Robert Girardi did not immediately respond to a request for comment on Wednesday. An attorney for Kamon also was not immediately available to comment on the charges. A spokesperson for the Los Angeles U.S. attorney's office said Girardi's competency to stand trial "has not yet been litigated in this case and we expect it will be." Girardi and his wife, "Real Housewives of Beverly Hills" star Erika Jayne Girardi, were sued in 2020 in federal court in Chicago by another law firm in the Lion Air case that alleged they misused client funds. Erika Jayne Girardi denied the claims. The California Supreme Court disbarred Girardi in June in connection with his alleged conduct in the Lion Air case. Girardi never formally responded to the state bar's disciplinary charges. Kamon was separately charged with wire fraud in November for allegedly embezzling $10 million from the defunct Girardi Keese firm. He has pleaded not guilty. 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 GOLD MEZZ: Sale of KOVA Membership Interests on Feb. 14 ------------------------------------------------------- Newmark on behalf of 541 W 21 SME LLC ("secured party") will offer for sale at public auction 100% of the limited liability company interests held by Gold Mezz LLC in KOVA 521 LLC ("pledged entity"), as set forth in the membership interests pledged and security agreement made as of Nov. 19, 2021, together with certain rights and property representing, relating to, or arising from the membership interests ("collateral"). The sale will take place on Feb. 14, 2023, at 2:00 p.m. (Eastern Time) by Matthew D. Mannion or William Mannion of Mannion Auctions LLC in compliance with New York Uniform Commercial Code Section 9-610. The sale will be conducted virtually via online video conference. The URL address and password will be provided to all registered participants. Any interested bidders must contact John Daniels at (312) 224-3260 or john.daniels@nmrk.com no later than 2:00 p.m. (New York Time) on Feb. 13, 2023, in order to receive instructions on how to register as a qualified bidder and how to place the required deposit. Based upon information provided by Gold Mezz ("borrower"), it is the understanding of Secured Party that (i) the membership interests constitute the principal assets of borrower (ii) pledged entity owns the limited liability company interests in ERBO Properties LLC ("mortgage borrower"); (iii) mortgage borrower owns the commercial building located at 541 West 21st Street, New York, New York ("property"), and (iv) borrower is the debtor under a mezzanine loan in the original principal amount of $4.75 million ("mezzanine loan"), which loan is in default. There are specific requirements for any potential bidder in connection with obtaining information, bidding on the collateral and purchasing the collateral, including without limitation (1) complying with the requirements applicable to the sale of the collateral set forth in the intercreditor agreement dated Nov. 19, 2021 ("ICA)", among secured party and the holder of the senior loan ("senior loan"), including but not limited to that such bidder must be a "qualified transferee", and the winning bidder must deliver a replacement guarantees from a Creditworthy Transferee Affiliate, (2) complying with the pledged entity's governing documents and the documents governing the mezzanine loan and the senior loan, and (3) complying with the other qualifications and requirements. An online datasite for the sale is available at RealINSIGHT Marketplace which will include certain relevant information that secured party possesses concerning the borrower, the mortgage borrower, the properties, the mezzanine loan, and the ICA as well as the terms of sale. GREENBOOK REALTY: Seeks to Hire T and T Tax Helpers as Tax Preparer ------------------------------------------------------------------- Greenbook Realty Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire T and T Tax Helpers as its tax preparer. T and T normally charges $300 per tax year. As disclosed in court filings, T and T is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Latisha Turner T and T Tax Helpers 919 Cherokee Rd Johnson City, TN 37604 Phone: 423-767-6900 About Greenbook Realty Partners Greenbook Realty Partners, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-60619) on Dec. 30, 2022, with $500,001 to $1 million in both assets and liabilities. Judge Sage M. Sigler oversees the case. Leslie M. Pineyro, Esq., at Jones & Walden, LLC represents the Debtor as counsel. GREENIDGE GENERATION: Reaches Deal With Lenders to Avoid Bankruptcy ------------------------------------------------------------------- Greenidge Generation Holdings Inc. (NASDAQ: GREE), a vertically integrated cryptocurrency datacenter and power generation company, on Jan. 31, 2023, provided an update on the restructuring of its secured debt agreements with NYDIG ABL LLC ("NYDIG") and B. Riley Commercial Capital, LLC ("B. Riley"), as well as the execution of hosting agreements with NYDIG affiliates and also announced selected preliminary financial and operating results for the fourth quarter of 2022. "The debt restructuring we've announced today significantly improves our balance sheet and provides us with a clear path forward as we enter 2023," said Dave Anderson, Chief Executive Officer of Greenidge, in a statement on Jan. 31. "We appreciate the steadfast partnership of our secured lenders, NYDIG and B. Riley, who have collaborated with us to offer mutually beneficial solutions. These agreements have effectively reduced our secured debt balances with these lenders from approximately $87 million to approximately $26 million and have the strong potential to allow us to further reduce our debt. "We are actively working to secure and develop a new mining site, in partnership with NYDIG, which will reduce our debt by an additional $10 million. We are also actively pursuing the sale of excess real estate at our site in Spartanburg, South Carolina, which is expected to reduce our debt with B. Riley by an additional $6 to $7 million." "The completion of this debt restructuring, coupled with the execution of the new hosting agreements, has significantly improved our immediate liquidity and allows us to continue participating in the future upside potential of bitcoin," Anderson added. "The steps being announced today represent tangible progress in solidifying Greenidge's liquidity position while, at the same time, demonstrating the confidence of our lenders in our ability to execute in the future," said Tim Fazio, Chairman of the Board of Greenidge. "We appreciate the strong work of our Leadership Team and the partnership of NYDIG and B. Riley." "I want to congratulate the management team and Atlas for successfully restructuring the balance sheet and operations of Greenidge to benefit all stakeholders. We believe the company is well positioned to opportunistically take advantage of disruptions in the crypto industry," said Bryant Riley, Chairman and Co-Chief Executive Officer of B. Riley Financial, Inc. Debt Restructuring Greenidge has restructured the secured debt with NYDIG of approximately $76 million, including accrued interest, reducing it to approximately $17 million, with the potential to reduce it to approximately $7 million, as follows: * Greenidge transferred miners to NYDIG with approximately 2.8 EH/s of mining capacity and will have approximately 1.1 EH/s of mining capacity remaining * Greenidge transferred certain credits and coupons to NYDIG * The transfer of the miners, credits and coupons reduced the NYDIG debt balance by approximately $59 million to approximately $17 million * Further debt reduction of approximately $10 million is possible, contingent upon Greenidge facilitating for NYDIG the rights to a mining site within three months * Greenidge has also entered into a hosting agreement with NYDIG affiliates, which will result in a material change to Greenidge's current business strategy with Greenidge largely operating miners owned by NYDIG affiliates * Entered into an amendment to the amended and restated bridge promissory note in favor of B. Riley ("Promissory Note") regarding approximately $11 million of debt, including accrued interest, which included the following terms: -- B. Riley agreed to purchase $1 million of Greenidge's class A common stock on a principal basis at a price of $0.75 per share pursuant to the ATM Agreement -- Atlas Holdings LLC agreed that one of its affiliates will purchase $1 million of Greenidge's class A common stock at market prices through B. Riley acting in its capacity as sales agent pursuant to the ATM Agreement -- Greenidge agreed to make a principal payment of $1.9 million to B. Riley -- No further principal or interest payments required to be made on the Promissory Note until June 2023 -- Greenidge is actively pursuing the sale of excess real estate that would be subdivided from the property housing its mining facility in South Carolina in order to apply such net proceeds to repay a portion of the Promissory Note -- In the event Greenidge repays a principal amount in excess of $6 million prior to June 20, 2023, the monthly loan payment commencing in June 2023 would be approximately $400,000 instead of the currently scheduled monthly amortization payments of $1.5 million -- The percentage of proceeds required to prepay the Promissory Note from sales of equity by Greenidge under the equity purchase agreement and the ATM Agreement have been reduced to 15%, improving the Company's liquidity -- Greenidge will pay B. Riley a $1 million amendment fee payable in Greenidge's class A common stock issuable at $0.75 per share acquired on a principal basis under the ATM Agreement Hosting Agreements Greenidge entered into certain five-year hosting agreements with NYDIG affiliates to host the miners transferred to NYDIG: * Includes a profit-sharing component allowing Greenidge to participate in the upside as bitcoin prices rise, but reduces Greenidge's downside risk of bitcoin price deterioration and cost increases related to natural gas * Covers all of Greenidge's current mining capacity at the New York and South Carolina facilities, and may also cover capacity at a potential third site pursuant to satisfaction of certain post-closing covenants * Greenidge's liquidity is improved by NYDIG's prepayment of certain amounts Mining Operations Greenidge will continue to own approximately 10,000 miners with a capacity of approximately 1.1 EH/s NYDIG Agreements On January 30, 2023, Greenidge entered into a number of agreements associated with its secured debt with NYDIG, including a Membership Interest and Asset Purchase Agreement, a Senior Secured Loan Agreement and a Debt Settlement Agreement regarding its 2021 and 2022 Master Equipment Finance Agreements with NYDIG. The effect of these agreements was to transfer ownership of bitcoin mining equipment and certain credits and coupons that had accrued to Greenidge for previous purchases of mining equipment with a bitcoin miner manufacturer. The transfer of these assets reduced the principal and accrued interest balance of the secured debt with NYDIG from approximately $76 million to approximately $17 million, for an aggregate debt reduction of approximately $59 million. The Senior Secured Loan Agreement allows for a voluntary prepayment of the loan in kind of approximately $10 million by transferring ownership of certain mining infrastructure assets if NYDIG enters into a binding agreement, facilitated by Greenidge, securing rights to a site for a future mining facility within the next three months (the "Post-Closing Covenant"), which may further reduce the principal balance of the debt to approximately $7 million. The restructuring of the NYDIG debt will significantly improve Greenidge's liquidity during 2023 as annual interest payments on the remaining approximately $17 million principal balance would be approximately $2.6 million and may be reduced to approximately $1.1 million annually if the Post-Closing Covenant is satisfied. This reduced debt service is substantially lower than the $62.7 million of principal and interest payments which would have been required in 2023 pursuant to the 2021 and 2022 Master Equipment Finance Agreements, both of which have now been refinanced. Greenidge provided additional collateral on its remaining mining-related assets, infrastructure assets, equity of its subsidiaries and certain cash balances to secure the remaining debt balance with NYDIG. The loan agreement contains certain affirmative, negative and financial covenants, including the maintenance of a minimum cash balance of $10 million, early amortization events, and events of default. Greenidge and NYDIG affiliates have concurrently entered into certain five-year hosting agreements, whereby Greenidge agreed to host, power and provide technical support services, and other related services, to NYDIG Affiliates' mining equipment at certain Greenidge facilities. The terms of such arrangements requires NYDIG affiliates to pay a hosting fee that covers the cost of power and direct costs associated with management of the mining facilities, as well as a gross profit-sharing arrangement. B. Riley Amendment On January 30, 2023, Greenidge entered into an amendment (the "Amendment") to its amended and restated bridge promissory note in favor of B. Riley (the "Promissory Note") regarding approximately $11 million of principal and accrued interest. The Amendment modifies the payment dates and principal and interest payment amounts, requiring no principal or interest payments until June 2023 and monthly payments thereafter through November 2023. Under the Amendment, Greenidge's mandatory monthly debt repayments from proceeds of sales under the ATM Agreement or the equity purchase agreement have been reduced to 15% of the net proceeds, which significantly improves the Company's ability to raise additional liquidity. In addition, Greenidge would potentially reduce its monthly principal amortization payments from approximately $1.5 million to $400,000 per month, if it were to pay at least $6 million of principal debt prior to June 20, 2023. Greenidge agreed to pay a $1 million dollar amendment fee to B. Riley payable in Greenidge's class A common stock valued at $0.75 per share. Under the terms of the Amendment, it was agreed that each of B. Riley and an affiliate of Atlas Holding LLC would purchase $1 million of Greenidge's class A common stock under the ATM Agreement. B. Riley will purchase stock on a principal basis at a price of $0.75 per share pursuant to the ATM Agreement and an affiliate of Atlas Holdings LLC will purchase shares at market prices through B. Riley acting in its capacity as sales agent under the ATM Agreement. Greenidge would be required to make a $1.9 million partial payment of the Promissory Note, reducing the principal balance due under the Promissory Note to approximately $9 million. Additionally, Greenidge is actively pursuing the sale of excess real estate that is not needed for the mining operations at its South Carolina property. Under the terms of the Promissory Note, if all or a portion of the South Carolina property is sold, the net proceeds from the sale are required to be used to repay the Promissory Note. The Company estimates that it would repay approximately $6 to $7 million of the Promissory Note if it were to complete a sale of the excess real estate. Support.com Asset Sale On January 17, 2023, Greenidge completed the sale of an end-user software that its subsidiary, Support.com, marketed as a malware protection and removal software product for net proceeds of approximately $2.6 million. Preliminary Financial Results for 4th Quarter For the three months ended December 31, 2022, Greenidge expects to report revenue of approximately $15 million, net loss from continuing operations in a range of approximately $(120) million to approximately $(130) million and Adjusted EBITDA (loss) from continuing operations in a range of approximately $(6) million to approximately $(4) million. The GAAP net loss from continuing operations includes an expected noncash charge for the impairment of long-lived assets in the range of $93 million to $100 million and an approximate noncash charge of $4 million for the remeasurement of environmental liabilities. Cryptocurrency datacenter revenue is expected to be approximately $12 million and Power and capacity revenue is expected to be approximately $3 million for the fourth quarter of 2022. Greenidge produced approximately 683 bitcoin during the fourth quarter of 2022. Greenidge ended the quarter with approximately $16 million of cash and fair value of crypto currency holdings, of which less than $1 million was cryptocurrency holdings, and approximately $152 million of debt, net of debt issue costs. As previously disclosed, Greenidge is considering various alternatives in connection with its wholly owned subsidiary, Support.com, including the disposition of assets and other transactions. For investors who may want to consider the effects of the above noted changes in advance of the announcement of 2022 year-end results, Greenidge is furnishing certain unaudited summarized financial information in the tables below. Greenidge will report the results of Support.com as discontinued operations in its Annual Report on Form 10-K for the year ended December 31, 2022. Presentation as discontinued operations requires prior periods to be restated to be comparable. See the tables below for the Consolidated Statement of Operations restated to present Support.com as discontinued operations for the year ended December 31, 2021 and for the three month periods ended March 31, 2022, June 30, 2022, and September 30, 2022. During January 2023, Greenidge sold certain assets of the Support.com business for net proceeds of approximately $2.6 million and continues to assess various alternatives in connection with the remainder of that business. About Greenidge Generation Headquartered in Fairfield, CT, Greenidge Generation Holdings Inc. (NASDAQ: GREE) -- http://www.greenidge.com/-- is a vertically integrated cryptocurrency datacenter and power generation company. Greenidge reported a net loss of $44.48 million in 2021, compared to a net loss of $3.29 million in 2020. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $131.49 million. "The Company anticipates that existing cash resources will be depleted by the end of the first quarter of 2023. Depending on its assumptions regarding the timing and ability to achieve more normalized levels of operating revenue, the estimated amount of required liquidity will vary significantly. Similarly, management cannot predict when or if bitcoin prices will recover to prior levels, or when energy costs may decrease. While the Company continues to work to implement the options to improve liquidity, there can be no assurance that these efforts will be successful. Management's ability to successfully implement these options could be negatively impacted by items outside of its control, in particular, significant decreases in the price of bitcoin, regulatory changes concerning cryptocurrency, increases in energy costs or other macroeconomic conditions and other matters identified in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2021 and Part II, Item 1A "Risk Factors" of this Quarterly Report on Form 10-Q. Given the lack of improvement in the above mentioned factors in the third quarter of 2022, there is uncertainty regarding the Company's financial condition and substantial doubt about its ability to continue as a going concern for a reasonable period of time," Greenidge stated in its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2022. HAWAIIAN HOLDINGS: State Street Has 4.89% Stake as of Dec. 31 ------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, State Street Corporation disclosed that as of Dec. 31, 2022, it beneficially owns 2,515,884 shares of common stock of Hawaiian Holdings Inc., representing 4.89% of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1172222/000009375123000116/Hawaiian_Holdings_Inc.txt About Hawaiian Holdings Hawaiian Holdings, Inc.'s primary asset is sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. The Company is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes) and between the Hawaiian Islands and certain cities in the United States (the North America routes together with the Neighbor Island routes, the Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, New Zealand and Asia (the International routes), collectively referred to as its Scheduled Operations. For the nine months ended Sept. 30, 2022, Hawaiian Holdings reported a net loss of $189.92 million. Hawaiian Holdings reported a net loss of $144.77 million for the year ended Dec. 31, 2021, a net loss of $510.93 million for the year ended Dec. 31, 2020, and net income of $223.98 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $4.21 billion in total assets, $1.16 billion in total current liabilities, $1.57 billion in long-term debt, $1.12 billion in other liabilities and deferred credits, and $347.48 million in total shareholders' equity. HEADQUARTERS INVESTMENTS: March 22 Hearing on Plan & Disclosures ---------------------------------------------------------------- Judge Grace E. Robson has entered an order conditionally approving the Disclosure Statement of Headquarters Investments LLC. An evidentiary hearing will be held on March 22, 2023 at 10:00 a.m. in Courtroom D, Sixth Floor, of the United States Bankruptcy Court, 400 West Washington Street, Orlando, Florida 32801, to consider the Motion to Dismiss, Disclosure Statement and any objections and, if the Court determines the Disclosure Statement contains adequate information under 11 U.S.C. Section 1125, to conduct a confirmation hearing, including hearing objections to confirmation, 11 U.S.C. Section 1129(b) motions, applications of professionals for compensation, and applications for allowance of administrative expense claims. Creditors and other parties in interest must file with the clerk their written acceptances or rejections of the plan (ballots) no later than 7 days before the date of the Confirmation Hearing. Any party objecting to the Disclosure Statement or confirmation of the plan must file its objection no later than 7 days before the date of the Confirmation Hearing. The debtor's counsel must file a ballot tabulation no later than 2 days before the date of the Confirmation Hearing. No later than 28 days before the Confirmation Hearing, Debtor's counsel must serve by mail the solicitation package upon all creditors and parties in interest including the Internal Revenue Service, the United States Trustee, and all attorneys who have appeared in this case and promptly file a certificate of service. About Headquarters Investments Headquarters Investments, LLC, owns certain real property located at 2000 N Orange Avenue, Orlando, FL, 2008 N Orange Avenue, Orlando, FL, 2010 N Orange Avenue, Orlando, FL; 316 E Harvard Street, Orlando, FL; and 321 E Yale Street, Orlando, FL (collectively, the "Property"). The Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04542) on Dec. 27, 2022. In the petition filed by Timothy F. Majors as manager, the Debtor reported assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Grace E. Robson oversees the case. The Debtor is represented by Latham, Luna, Eden & Beaudine, LLP. HEMANI HOSPITALITY: Court Confirms Reorganization Plan ------------------------------------------------------ Judge Henry W. Van Eck has entered an order confirming the Plan of Reorganization of Hemani Hospitality, LLC. Generally, with the exception of 11 U.S.C. Sec. 1129(a)(8) and (a)(10) the Debtor has demonstrated, and the Court finds, that the applicable requirements for confirmation of the Plan of Reorganization under 11 U.S.C. Sections 1129 and 1191 are satisfied. The Debtor has demonstrated, and the Court finds that notwithstanding the requirements of 11 U.S.C. Sec. 1129(a)(8) & (a)(10) having not been met, the Plan of Reorganization does not discriminate unfairly, and is fair and equitable, with respect to each class of claims or interests that is impaired under, and has not accepted, the Plan of Reorganization. About Hemani Hospitality Hemani Hospitality, LLC, is a New Jersey limited liability company formed in 2005. It owns and operates the Baymont by Wyndham Hotel in Chambersburg, Pa. Hemani Hospitality filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Pa. Case No. 21-02416) on Nov. 11, 2021, listing as much as $10 million in both assets and liabilities. Niranjan Khatiwala, managing member, signed the petition. Beverly Weiss Manne, Esq., at Tucker Arensberg, PC is the Debtor's legal counsel. HERO NUTRITIONALS: Seeks to Tap Stephen Knauer as Special Counsel ----------------------------------------------------------------- Hero Nutritionals, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Stephen Knauer, Esq., an attorney practicing in San Francisco, Cal., as special counsel. The Debtor needs a special counsel in connection with the analysis and sale or licensing of its intellectual property. Mr. Knauer will be paid at his hourly rate of $400, plus reimbursement of expenses incurred. Mr. Knauer disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Stephen M. Knauer 2766 Union St. San Francisco, CA 94123 Telephone: (650) 996-8165 Email: smknauer@gmail.com About Hero Nutritionals Hero Nutritionals, LLC, a company in Santa Ana, Calif., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-11383) on Aug. 17, 2022, with up to $50 million in assets and up to $10 million in liabilities. Jennifer Leigh Hodges, chief executive officer, signed the petition. Judge Scott C. Clarkson oversees the case. The Debtor tapped David M. Goodrich, Esq., at Golden Goodrich, LLP as bankruptcy counsel; Stephen M. Knauer, Esq., as special counsel; and Cohnreznick, LLP as financial advisor. HERTZ CORP: Fitch Assigns 'B' LongTerm IDR, Outlook Stable ---------------------------------------------------------- Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR) of 'B' to The Hertz Corporation's (Hertz). Fitch has also assigned a senior secured term loan and senior secured revolving credit facility rating of 'BB'/'RR1' and a senior unsecured note rating of 'B'/'RR4'. The Rating Outlook is Stable. KEY RATING DRIVERS IDR and Senior Debt The ratings reflect Hertz's solid market position and well-recognized global franchise within the car rental industry; improving operating performance given favorable industry dynamics, including normalizing travel volumes, strong used car residual values and enhanced operational efficiencies; and an adequate liquidity profile. The ratings are constrained by the business model's sensitivity to global travel volumes, vehicle supply-demand dynamics and rising interest rates, which, combined expose the company to heightened residual value risk. Hertz's ratings are also constrained by expected earnings variability across market cycles which can have a meaningful impact on cash flow leverage metrics, the continued reliance on secured, wholesale funding sources, and relatively high funding costs. Hertz is one of the largest global vehicle rental companies with operations in North America, Europe, and EMEA. The company is among the top three largest car renters in the U.S., with recognized brands such as Hertz, Dollar, and Thrifty. Fitch believes Hertz's solid franchise with an established global footprint, continued investment in technology and strategic partnerships, and its experienced management team enable the company to compete effectively. As of Sept. 30, 2022, Hertz operated approximately 500,000 rental vehicles in over 11,000 locations globally, with 80% of it in the Americas segment. Emerging from the reorganization, management's go-forward strategy encompasses expanding customer channels including growing the ridesharing business, electrifying the fleet, diversifying vehicle disposition channels, and investing in technology to modernize and enhance the fleet management platform. Fitch generally views these strategic initiatives as consistent with the business model as they enable the company to strengthen its core car rental operation and expand into adjacent businesses such as electric vehicles and ridesharing within the mobility industry. Still, Fitch believes there is execution risk associated with these initiatives given the limited track record of the newly appointed executive management team and the market share declines the firm has experienced in recent years. Hertz is exposed to heightened residual value risk as over 90% of its fleet was risk vehicles at 3Q22. Fitch believes recent asset quality performance has been supported by elevated used vehicle prices, which have significantly reduced depreciation expense and increased gain on sales from dispositions, and efforts to diversify disposition channels, such as the partnership with direct-to-consumer platform, Carvana. Fitch expects used vehicle prices to decline over the medium term, as high interest rates pressures demand for automotive loans and travel-related discretionary spending and the gradually improving supply chain situation reduces demand for used vehicles. Fitch assesses Hertz's profitability on an adjusted corporate EBITDA to total revenue basis. Adjusted corporate EBITDA adds back non-vehicle-related depreciation & amortization, interest expense, and other non-recurring items. The adjusted corporate EBITDA margin was 30.5% for the trailing twelve months (TTM) ended 3Q22 and averaged 5.3% for the last four years (2018-2021) weighed down by the pandemic in 2020. The four-year average is consistent with Fitch's 'b and below' category benchmark range of below 10%. Despite the strong profitability more recently, Hertz remains susceptible to earnings variability over time and is expected to face vehicle gain and funding cost headwinds in the near term. Still, Fitch expects earnings and margins to remain higher than the four-year averages prior to the pandemic. Fitch calculates Hertz's cash flow leverage based on corporate debt plus operating lease liabilities to adjusted corporate EBITDA. On this basis, Hertz's leverage was 1.8x for the TTM ended 3Q22, which corresponds to Fitch's 'bbb' category benchmark range of 1.5-2.5x. Hertz's net corporate leverage, which is calculated as corporate debt, net of cash, to adjusted corporate EBITDA, was 0.8x over the same period, which is below the company's long-term net corporate leverage target of 1.5x (or approximately 3.5x on Fitch's basis). While Fitch recognizes the significant improvement in leverage as compared to before the restructuring, leverage has benefited from record EBITDA rather than debt reduction. Fitch expects leverage to increase over the medium term but should remain below 4x on Fitch's basis. Interest coverage (adjusted corporate EDITDA/corporate interest expense) was 17.4x for the TTM ended 3Q22, compared with an average of 2.2x between 2018 and 2021. The four-year average corresponds to Fitch's 'b and below' category benchmark range of under 3x. Interest coverage is expected to weaken as earnings moderate and borrowing costs increase as higher interest rates impact funding costs. Fitch believes Hertz's liquidity profile is adequate. As of Sept. 30, 2022, Hertz had approximately $2.6 billion in corporate liquidity, which was comprised of $1.0 billion in unrestricted cash and $1.6 billion in borrowing capacity under its senior secured revolving credit facility. In addition, the company generated approximately $2.9 billion in operating cash flow for the TTM ended 3Q22, or $2.0 billion, on average, between 2018 and 2021. The company has no material corporate debt maturities until 2026. Hertz is heavily reliant on secured, wholesale funding sources, with just 11% of its outstanding debt unsecured as of 3Q22. Fitch would view an increase in the unsecured funding mix favorably as it would enhance the company's financial flexibility, particularly in times of stress. The Stable Outlook reflects Fitch's expectations that Hertz will maintain its franchise position within the car rental market, demonstrate solid asset quality performance, maintain Fitch-calculated leverage at-or-below 4x, refinance maturing debt on economical terms, and maintain an adequate liquidity profile, including corporate interest coverage above 5x. The Stable Outlook incorporates Fitch's expectations for normalization in earnings as used vehicle gains return to more normalized levels. The senior secured debt rating is three notches above the Long-Term IDR and reflects Fitch's view of outstanding recovery prospects under a stress scenario given the available collateral. The senior unsecured debt rating is equalized with the Long-Term IDR, reflecting average recovery prospects under a stress scenario, given the structural subordination resulting from the heavily secured funding mix. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Inability to maintain sufficient liquidity to meet operational needs and service debt; - Inability to maintain economic access to the capital markets through market cycles; - A sustained increase in Fitch-calculated leverage above 4x; - Failure to maintain corporate interest coverage at-or-above 3x on a sustained basis; - Failure to execute on the stated strategies leading to a significant deterioration of vehicle economics and profitability; and/or - A degradation in the company's competitive position including inability to adapt to changes in the mobility industry, a significant weakening in franchise strength particularly arising from a decline in customer loyalty and/or increased reputational risk associated with legal disputes, among other non-financial risks. Factors that could, individually or collectively, lead to positive rating action/upgrade: - An ability to sustain Fitch-calculated leverage below 2x; - An ability to maintain corporate interest coverage meaningfully above 6x on a sustained basis; - A sustained maintenance in operating performance resulting from disciplined fleet management and continued optimization of vehicle economics; and/or - Maintenance of an adequate liquidity profile. 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 ----------- ------ -------- ----- Hertz Corporation (The) LT IDR B New Rating WD senior unsecured LT B New Rating RR4 senior secured LT BB New Rating RR1 HEXION INC: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating with a stable outlook to Hexion Inc. S&P said, "We lowered our issue level rating on Hexion Holding Corp.'s $1.4 billion first lien senior secured term loan, which has been assumed by Hexion Inc., to 'B-' from 'B'. Our '3' recovery rating indicates our expectation of meaningful (50-70%; rounded estimate: 60%) recovery in the event of a payment default. "We lowered our issue level rating on Hexion Holding Corp.'s $425 million second lien senior secured term loan, which has been assumed by Hexion Inc., to 'CCC+' from 'B-'. Our '5' recovery rating indicates our expectation of modest (10-30%; rounded estimate: 20%) recovery in the event of a payment default. "At the same time, we lowered all ratings on Hexion Holdings Corp. by one notch, including the issuer credit rating to 'B-' from 'B'. We subsequently withdrew the issuer credit ratings on Hexion Holding Corp. "The stable outlook reflects our expectation that, despite expectations of a high interest burden and modestly negative free cash flow generation in 2023, credit metrics will remain in the range appropriate for the current rating and adequate liquidity will be maintained over the next 12 months. "We expect Hexion's debt leverage will be elevated but slightly better in 2023, while cash flows and interest coverage metrics would also be pressured due to high debt servicing costs. "Following the new debt arising from the company's acquisition by private equity sponsor--American Securities--in March 2022, Hexion's pro-forma credit measures weakened, including higher debt leverage levels. We estimate pro-forma debt to EBITDA to be higher than 7.0x at the end of 2022, but expect better EBITDA in 2023 will slightly improve the ratio. We do not anticipate significant deleveraging in the near future given the expectation of aggressive financial policies linked with financial sponsor ownership. "In our base-case scenario, we project funds from operations (FFO) to debt and EBITDA interest coverage will be weaker than historical levels over the next 12 months, but expect the company to maintain adequate liquidity. "We expect cash interest expenses to be materially higher in coming years given the recent spike in benchmark interest rates. Despite the interest rate caps that are currently in place on a portion of floating-rate debt to mitigate against high interest rates, we expect key credit metrics including the ratio of FFO to debt and EBITDA interest coverage to decline, while also resulting in modestly negative free cash flows in the next 12 months. We also note the company is subject to a springing fixed charge coverage covenant on its ABL facility. While we do not expect the covenant to spring in the next 12 months, we believe the cushion under the covenant will be tight throughout 2023. We anticipate the company will maintain adequate liquidity with sources over uses of liquidity to be above 1.2x. "Our assessment of Hexion's business incorporates its exposure to several diversified, but cyclical end markets, a highly competitive operating environment, and its ability to pass on volatile raw material costs." Hexion's cyclical end markets include home construction, industrial, furniture, energy, and auto. The company is also exposed to volatile costs for key inputs such as methanol and urea, but mitigates this by having a significant portion of the sales made under contracts that allow it to pass through input costs. The company has also renegotiated some contracts on favorable terms recently, which it expects to benefit near-term margins. However, Hexion has average profitability among specialty chemical producers, with adjusted EBITDA margin for 2022 in the low-teens percentage area. S&P believes the company operates in a competitive market and is constrained in its pricing capabilities, which affects profitability. Partially offsetting some of these weaknesses are Hexion's solid geographic footprint (though reduced after the divestitures of its phenolic specialty resins and epoxy resins businesses) and customer diversity—it generates nearly half of its revenues outside the U.S. S&P anticipates modest earnings growth in 2023 because of better pricing and margin improvement to be driven by favorable pricing actions offsetting expected weakness in demand in key end markets. The company saw considerable growth in pro-forma revenues in 2022 due to strong pricing actions, which more than offset the negative impacts of lower volumes and inflation, and, in turn, generated modest EBITDA growth. In 2023, continued impacts from renegotiated contracts to pass on high input costs, some expected moderation in raw material costs, and the lapping of some turnaround costs are expected to benefit earnings, while demand in cyclical end markets will remain soft. Going forward, S&P projects Hexion's profitability to gradually increase from the low teen percentage range to the low- to mid-teen percentage range as the impact of inflation subsides and end-market demand improves. S&P said, "Our stable outlook reflects our expectation that Hexion will maintain a weighted average FFO to debt in the mid-single-digit percentage range and debt to EBITDA between 6.5x and 7.5x. We expect EBITDA margin to gradually pick up, as the negative impacts of inflation subside, but remain in the low- to mid-teen percentage range. In our base-case scenario, we assume no material increases in debt to fund acquisitions. While we note pressures on interest coverage ratios and free cash flow in 2023, we expect the company will maintain adequate liquidity over the next 12 months. "We could lower the rating in the next 12 months if earnings are lower than projected such that leverage metrics are weaker than expected. In such a scenario, we would expect the company's S&P Global Ratings'-adjusted pro-forma weighted-average FFO/debt to be in the low-single-digit percentage range consistently and Debt/EBITDA to approach the high-single-digit range. This could happen if end-market demand is weaker than expected, or if there isn't a moderation in raw material costs, and that Hexion couldn't pass those on in a timely manner. We could also consider a negative rating action if persistent negative free cash flow generation pressures liquidity such that sources-over-uses of funds falls below 1.2x, or if we believe the company may breach covenants. "We could take a positive rating action on the company in the next 12 months if the company's earnings are stronger than expected due to better margins or stronger end-market demand, such that FFO/debt is in the high-single-digit percentage range and debt/EBITDA is approaching 6.0x consistently. We would also consider the track record of the company under the current financial sponsors with regard to maintaining adequate liquidity. We would also expect liquidity sources to remain above 1.2x uses, and the company's financial covenant to have ample EBITDA cushion." ESG credit indicators: E-2, S-3, G-3 Social factors are a moderately negative consideration in our credit analysis of Hexion Inc. The company's exposure to formaldehyde could result in some vulnerability to greater regulatory or customer scrutiny. Governance factors are also a moderately negative consideration in our analysis given we view financial sponsor owned companies with aggressive or highly leveraged financial risk profiles as demonstrating corporate decision making that prioritizes interests of controlling owners, typically with finite holding periods and a focus on maximizing shareholder returns. HOLDEN ROBERT: Seeks to Hire Lee M. Herman as Bankruptcy Counsel ---------------------------------------------------------------- Holden Robert Associates LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ the Law Firm of Lee M. Herman to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Lee M. Herman, Esq. $400 Pamela J. Starr, Paralegal $136 Mr. Herman 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: Lee M. Herman, Esq. Law Firm of Lee M. Herman 280 N. Providence Road, Suite 4 Media, PA 19063 Telephone: (610) 891-6500 Email: lmh@lmhlaw.com About Holden Robert Associates Holden Robert Associates LLC filed its voluntary petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-13395) on Dec. 21, 2022. In the petition signed by Christopher Linton, sole member and director, the Debtor disclosed as much as $1 million in both assets and liabilities. Judge Magdeline D. Coleman oversees the case. The Law Firm of Lee M. Herman, Esq. serves as the Debtor's counsel. IDEAL CARE: Deadline to Confirm Plan Extended to March 31 --------------------------------------------------------- Judge Jil Mazer-Marino has granted Ideal Care 4 U, Inc., an extension until March 31, 2023, of its time to obtain approval of (JMM) a chapter 11 small business Disclosure Statement and confirm (JMM) a chapter 11 small business Chapter 11 (JMM) Plan. In seeking its first extension of the deadline, the Debtor explained that the extension will provide the Debtor a meaningful opportunity to pursue the Chapter 11 reorganization process and build a consensus among economic stakeholders. The Debtor filed a Plan and Disclosure Statement on Dec. 12, 2022. A full-text copy of the Disclosure Statement dated December 12, 2022, is available at https://bit.ly/3jbsTvq from PacerMonitor.com at no charge. Attorney for the Debtor: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 E-mail: alla@kachanlaw.com About Ideal Care Jamaica, N.Y.-based Ideal Care 4 U, Inc. filed a petition for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 21-41869) on July 21, 2021, listing $2,632,800 in assets and $190,252 in liabilities. Olga Palankerina, president, signed the petition. Judge Jil Mazer-Marino oversees the case. The Debtor tapped The Law Offices of Alla Kachan, P.C. as legal counsel and Wisdom Professional Services Inc. as accountant. IEH AUTO: Court OKs $75MM DIP Loan from American Entertainment -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas granted IEH Auto Parts Holding LLC and its debtor-affiliates interim authority to use cash collateral and obtain post-petition financing. The Debtors have secured senior secured, postpetition financing on a priming, superpriority basis from American Entertainment Properties Corp. The DIP Facility consists of a multiple-draw delayed draw term loan facility in the aggregate maximum principal amount of $75 million. An initial maximum aggregate amount of up to $35 million of new money is available to the Debtors following entry of the Interim Order, and the balance of the DIP Facility Commitment will be made available upon entry of the Final Order. The DIP lender requires the Debtors to comply with these deadlines: i. The Bankruptcy Court will have entered the Interim Order by the date that is no later than five days after the Petition Date. ii. The Bankruptcy Court will have entered the Final Order by the date that is no later than 35 days after the Petition Date. iii. The Debtors will file, by the date that is no later than 10 days after the Petition Date, a motion to sell all or substantially all of the Debtors' assets pursuant to section 363 of the Bankruptcy Code in form and substance reasonably acceptable to the DIP Lender. iv. The Bankruptcy Court will have entered an order approving bidding procedures by the date that is no later than 45 days after the Petition Date. v. The Bankruptcy Court will have entered an order approving the Sale by the date that is no later than 110 days after the Petition Date. vi. The Sale will be consummated by the date that is no later than 120 days after the Petition Date. vii. A liquidating chapter 11 plan will be consummated by the date that is no later than 90 days after consummation of the Sale. The Debtors require the use of cash collateral and access to the DIP facility to maintain operations and preserve the going concern value of the operations to effectuate a sale that maximizes value for all parties-in-interest. The Debtors are party to a Credit and Guaranty Agreement, dated as of August 13, 2021, with American Entertainment Properties Corp. Debtor Auto Plus and certain of its Debtor subsidiaries are guarantors under the Prepetition Credit Agreement. The Existing Credit Agreement had three sub-facilities: (a) A revolver facility in the principal amount of up to $166 million; (b) The Term A facility, designated for THE PEP BOYS - MANNY, MOE & JACK HOLDING CORP. in the principal amount of $305.2 million; and (c) The Term B facility, designated for Auto Plus, in the total principal amount of $200 million, of which $69.8 million is considered the Term B loan and $130.2 million is considered the incremental delayed draw term B loan. On January 30, 2023, Icahn Automotive Group, LLC, Debtor Auto Plus, and the Pep Boys, as borrowers, and certain other subsidiaries of the borrowers as guarantors, and Icahn Enterprises Holdings, L.P. as lender, entered into a Fifth Amendment to Credit and Guaranty Agreement and Release of Certain Borrowers and Guarantors, whereby Pep Boys and Icahn Automotive were released from the Credit and Guaranty Agreement, dated as of August 13, 2021, by and among non-Debtor Icahn Automotive, Debtor Auto Plus, and non-Debtor Pep Boys. The released parties partially paid down the obligations under the Existing Credit Agreement. Pep Boys was simultaneously released from any further obligations under the Prepetition Credit Agreement. As of the Petition Date, the aggregate principal amount outstanding under the Prepetition Credit Agreement is $187.5 million under the Prepetition Term B Facility, plus the outstanding LC Exposure of $23.7 million, of which all but four Debtors are obligated. The Prepetition Facility is secured by a first-priority lien on many of the remaining borrowers' and guarantors' personal property assets. The DIP Lender is granted an allowed superpriority administrative expense claim against the Debtors for all DIP Obligations, subject only to the payment of quarterly US Trustee Fees and the Carve Out. The DIP Superpriority Claims may be repaid from any cash of the Debtors. The DIP Liens are granted on all DIP Collateral as continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected security interests in and liens on such DIP Collateral. A final hearing on the matter is set for February 27, 2023 at 10 a.m. Objections are due February 22. A copy of the motion is available at https://bit.ly/3JCAPB2 from PacerMonitor.com. A copy of the order is available at https://bit.ly/3JAppxK from PacerMonitor.com. About IEH Auto Parts Holding LLC IEH Auto Parts Holding LLC is a distributor of automotive aftermarket parts and products in the U.S. IEH Auto Parts Holding LLC and its debtor-affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90054) on January 31, 2022. In the petition signed by John Michael Neyrey, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher Lopez oversees the case. Veronica A. Polnick, Esq., at Jackson Walker LLP, represents the Debtor as legal counsel. ISCM HOLDINGS: Court OKs Final Cash Collateral Access ----------------------------------------------------- The Bankruptcy Court for the Middle District of Florida authorized ISCM Holdings, LLC, and Inpatient Care Management Co., LLC to use cash collateral, on a final basis. The Debtors are permitted, during the period from January 23, 2023, through January through the effective date of the Plan, to use cash collateral in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtors are borrowers under a Loan Agreement dated May 28, 2021, with Zions Bancorporation, N.A., doing business as Zions First National Bank. In connection with the Loan Agreement, the Debtors signed a Revolving Promissory Note in the principal amount of $3 million and a Term Promissory Note in the principal amount of $8 million. As of the Petition Date, Zions asserts it is owed approximately $9 million. As adequate protection, the Lender is granted a post-petition replacement lien in and upon all of the categories and types of collateral in which Lender has a security interest as of the Petition Date to the same extent, validity and priority. The Debtors will maintain insurance for the Lender's collateral in accordance with the obligations under the Lender's loan and security documents. A copy of the order is available at https://bit.ly/3RNFlyL from PacerMonitor.com. About ISCM Holdings, LLC InPatient Care Management Company, LLC, a wholly owned subsidiary of ISCM Holdings, LLC, is a physician management company that provides management and administrative services including billing and collection services, financial management services, contracting services, and day-to-day business operating services for surgical practices in the medical staffing industry. Management provides these services to a number of physician practices in the medical staffing industry, including The Surgicalist Group, PLLC and others, in exchange for a management fee. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case No 22-03601) on September 1, 2022. In the petition signed by Mit Desai, MD, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Daniel R. Fogarty, Esq., at Stichter, Riedel, Blain & Postler, P.A is the Debtor's counsel. J & T ELLIS TRUCKING: Unsecureds to Get $2K per Month for 36 Months ------------------------------------------------------------------- J & T Ellis Trucking, LLC, filed with the U.S. Bankruptcy Court for the District of Utah a Plan of Reorganization dated February 2, 2023. Prior to the Petition Date, the Debtor operated as a trucking and logistics contractor specializing in delivery, trucking, hauling, and logistical services for the oil drilling industry. The Debtor is servicing large operating contracts for oil drilling operations in other states, including as far as the State of North Dakota. The Debtor's operations have been interrupted due to a series of economic events, difficulties, and personal health issues relative to the managing member, resulting in difficulties in cash flow. The Debtor filed this bankruptcy petition to stay potential litigation and to provide for payment of a portion of his unsecured obligations based on the Debtor's disposable income. This Plan provides for payment of 3 classes of secured claims, unclassified administrative claims, one class of non-priority unsecured general claims (pro-rata distribution of approximately $72,000.00 from Debtor over 3 years), and one class of equity security holders. Class 1 consists of the Secured claim of Utah Independent Bank. The claim held by Utah Independent Bank in the amount of $ 283,875.72 (as of the Petition date) (plus post-petition interest, fees, and costs, including attorney fees and costs) for an equipment loan has been paid postpetition by the Debtor pursuant to the Court's order in the contracted amount as adequate protection. The Debtor proposes to continue these payments, unmodified in the contracted amount of $5,830.75 per month. Class 2 consists of the Secured claim of Caterpillar Financial Services Corporation. The claim held by Caterpillar Financial Services Corporation in the amount of $32,710.16 (as of the Petition date) (plus post-petition interest, fees, and costs, including attorney fees and costs) for an equipment loan has been paid post-petition by the Debtor pursuant to the Court's order in the contracted amount as adequate protection. The Debtor proposes to continue these payments, unmodified in the contracted amount of $1,004.28 per month. Class 3 consists of the Secured claim of U.S. Small Business Administration. The claim held by U.S. Small Business Administration in the amount of $49,000.00 (as of the Petition date) to has been paid post-petition by the Debtor pursuant to the Court's order in the contracted amount as adequate protection. The Debtor proposes to continue these payments, unmodified in the contracted amount of $249.00 per month. Class 4 consists of General unsecured claims. Each holder of an allowed general unsecured claim will be paid a pro rata share of $2,000.00 per month for 36 months on the 20th day of the month following the month in which the Confirmation Order is entered, for a total payout to Class 4 claims of approximately $72,000.00. This Class is impaired. Class 5 consists of Equity Holders Claims. Equity claims holders, consisting solely of John Ellis, who will receive a monthly salary of $10,000.00 from the Debtor for his management and work driving for the Debtor. John Ellis will be issued and receive 100% membership in the reorganized Debtor. However, John Ellis will receive no payments or distributions relative to his equity in the Debtor or the Reorganized Debtor during the pendency of the Debtor's plan. The source of the revenue to make the Plan payments will be operations and the business of the Debtor. It is anticipated that the Debtor's income will remain constant throughout the 3-year Plan term. It is anticipated there will be enough monthly income from Debtor's operations and business to pay the anticipated Plan payments as they become due. A full-text copy of the Plan of Reorganization dated February 2, 2023 is available at https://bit.ly/3YgZfVn from PacerMonitor.com at no charge. Attorney for Debtor: Andres Diaz, Esq. Thomas D. Neeleman, Esq. Geoffrey L. Chesnut, Esq. Red Rock Legal Services, PLLC P.O. Box 1948 Cedar City, UT 84721 Tel: (435) 634-1000 Fax: (435) 634-1001 Email: courtmailrr@expresslaw.com About J & T Ellis Trucking J & T Ellis Trucking, LLC, operated as a trucking and logistics contractor specializing in delivery, trucking, hauling, and logistical services for the oil drilling industry. J & T Ellis Trucking filed a Chapter 11 bankruptcy petition (Bankr. D. Utah Case No. 22-24370) on Nov. 4, 2022, with as much as $1 million in both assets and liabilities. Judge William T. Thurman oversees the case. The Debtor tapped Red Rock Legal Services, PLLC as legal counsel and Pace Tax Service as accountant. J&B EXPRESS: Seeks Cash Collateral Access ----------------------------------------- J & B Express L.L.C. asks the U.S. Bankruptcy Court for the Eastern District of Wisconsin for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to allow continuous operation of its business during the pendency of the bankruptcy case, including on a preliminary and final basis. The Debtor's creditors are: (a) BMO with a line of credit of $240,000 secured by a general business security agreement; (b) BMO with a term loan of $128,000 secured by a GBSA; (c) The Small Business Administration that provided an Economic Injury Disaster Loan totaling $1.750 million secured by a GBSA; (d) Various parties on account of 23 loans from to purchase trucks and other vehicles that are secured by purchase money security interests that only have the vehicle financed as the collateral to secure each loan. As of the Petition Date, the Debtor's records show that it had pre-petition cash in its bank accounts of $3,162 and accounts receivable of $63,165. Additionally, the Debtor has Fixed Assets with a book value of $4 million. The Debtor does not believe that any of its accounts is subject to any perfected lien because the accounts represent proceeds of an EIDL loan located at Johnson Bank. The Bank is not a lender. The Debtor believes BMO's collateral exceeds its total claim. The SBA's collateral is less than its claim. Each creditor with a PMSI in vehicles appears to be over-secured: its claim is less than the value of the vehicle-collateral. As adequate protection, the Debtor will grant all creditors with an interest in the cash collateral, replacement liens of the same priority to the same extent in the cash collateral as existed immediately before the Petition Date. The Replacement Liens offered will be deemed automatically perfected upon entry of an order granting this Motion without the necessity of a creditor taking possession, filing financing statements, mortgages or other documents. As further adequate protection to BMO, it will receive, without limitation, the following adequate protection payments from the Debtors: effective March 10, 2023, and continuing until the Court orders otherwise, the Debtors will pay BMO $1,747 and $511 toward the secured amounts of its allowed claim relating to the line of credit and the term note, respectively. The payments total $2,258 and are the amount of interest accruing monthly. The Debtors will continue to maintain general property and liability coverage consistent with their coverage before the Petition Date and requirements under the loan documents with BMO that existed as of the Petition Date with respect to the its collateral. A copy of the motion is available at https://bit.ly/3RHAoay from PacerMonitor.com. About J & B Express L.L.C. J & B Express L.L.C. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Case No. 23-20494) on February 7, 2023. In the petition signed by Mark S. Werner, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Nicholas W. Kerkman, Esq., at Kerkman and Dunn, oversees the case. JACKSON, MS: S&P Affirms 'BB-' Rating on Water/Sewer Revenue Bonds ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' ratings on various series of bonds issued by the Mississippi Development Bank and payable by Jackson, Miss.' water and sewer revenues. The outlook is stable. At the same time, S&P removed the rating from CreditWatch, where it was placed with negative implications on Sept. 1, 2022. "We removed the ratings from CreditWatch due to the improved stability provided by the interim third-party manager (IPTM) and the city's reported financial capacity for debt service payments, including compliance with set-aside payments," said S&P Global Ratings credit analyst Scott Garrigan. This action affects ratings we maintain on the city's outstanding debt payable by its water and sewer utility system; all utility long-term debt outstanding at Sept. 30, 2021 was about $168 million. "The ratings reflect significant ongoing operational vulnerabilities associated with the late August 2022 flood event, partially mitigated by approximately $600 million of federal grants to address utility vulnerabilities, while the stable outlook indicates our view that an IPTM, appointed in conjunction with a federally mandated interim stipulated order, will be able to leverage federal grants and begin implementing necessary system improvements to minimize the risk of additional degradation in overall system and asset management," said Mr. Garrigan. But the rating is constrained by implementation uncertainty because of dependence on future federal appropriations, the need for state and federal approval to incorporate debt refinancing into the strategy (because the refinancing involves state revolving fund loans), and how a long-term solution for rate-raising and operating balance will be put into effect. It is S&P's understanding that the ITPM's financial goals for Jackson's utility system generally revolve around leveraging federal and state dollars to finance nearly all of the capital improvements, refinance most or all existing debt to achieve cost savings, implement an alternative rate structure, and achieve long-term operating balance while building reserves. However, S&P believes there are significant uncertainties regarding how needed repairs, maintenance needs, staffing, regulatory requirements, and system resiliency will be accomplished given the magnitude of the deficiencies that were exposed during the 2022 water crisis. Local officials in 2022 indicated the cost to fix and harden the water system could be in the billions of dollars, and the ITPM financial management plan released on Jan. 27, 2023 largely confirms this, estimating about $1 billion of capital projects over 20 years. Since the August 2022 flood event, a state of emergency was declared for the city, investigations have been initiated at several levels of government, and a federal order placing control of water utility operations with an ITPM has occurred. The federal fiscal 2023 appropriations bill appropriated $600 million and $36 million of Mississippi Department of Environmental Quality (MDEQ) grants have been funded with American Rescue Plan Act (ARPA) funds. It is S&P's understanding that the city provided a $36 million match for the ARPA funds. "Coupled with these risks, we also believe it will be a challenge for the city to continue providing timely disclosures about its overall financial status due to the significant effort needed to concentrate material resources on system improvements. Because of this focus, we expect that Jackson will continue to face challenges providing timely and accurate financial disclosures. However, unaudited disclosures that the city did provide are sufficient at this time to preclude a suspension or withdrawal due to such challenges," added Mr. Garrigan. S&P said, "While, in our view, the utility currently faces material credit risks, city staff has confirmed that all required debt service deposits under the general revenue bond ordinance are being made with utility revenues and sufficient financial capacity exists to continue this practice. Debt service reserves remain fully funded with sureties. For this reason, we did not lower the rating further." If the city misses any required debt service deposits under the bond ordinance, the rating could be lowered by additional notches. S&P said, "We will continue to monitor available documentation to ensure it meets our applicable criteria and policies. To accomplish this, we require ongoing reliable and timely information from the city, including timely annual financial reports and additional disclosure about current utility operations, project cost estimates, expected funding sources, and projected financial results that would demonstrate the city's financial expectations incorporating their complex operational needs." KENNESAW LOFTBNB: Gets Court Approval to Hire Bankruptcy Counsel ---------------------------------------------------------------- Kennesaw LoftBnB, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Rountree, Leitman, Klein & Geer, LLC as its counsel. The firm will render these legal services: (a) give the Debtor legal advice with respect to its powers and duties in the management of its property; (b) prepare legal papers; (c) assist in the examination of claims of creditors; (d) assist with the formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other legal services for the Debtor as may be necessary herein. The hourly rates of the firm's attorneys and staff are as follows: William A. Rountree, Attorney $595 Will B. Geer, Attorney $595 Michael Bargar, Attorney $535 Hal Leitman, Attorney $425 David S. Klein, Attorney $495 Alexandra Dishun, Attorney $425 Elizabeth A. Childers, Attorney $395 Ceci Christy, Attorney $425 Caitlyn Powers, Attorney $325 Sharon M. Wenger, Paralegal $225 Megan Winokur, Paralegal $175 Catherine Smith, Paralegal $150 The firm received a pre-bankruptcy retainer of $21,178 from the Debtor. Will Geer, Esq., a partner at Rountree Leitman Klein & Geer, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Will B. Geer, 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: wgeer@rlkglaw.com About Kennesaw LoftBnB Kennesaw LoftBnB LLC is a unique boutique hotel atop the General Store Food Hall, with a side of 24/7 Kennesaw Curbside. Kennesaw LoftBnB filed a petition for relief under of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-60646) on Dec. 30, 2022. In the petition filed by Wayne Sisco, sole member, the Debtor reported assets and liabilities between $1 million and $10 million. Judge Jeffery W. Cavender oversees the case. ' Will B. Geer, Esq., at Rountree Leitman Klein & Geer, LLC serves as the Debtor's counsel. KENROCK ENTERPRISES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Kenrock Enterprises LLC 192 Allen St New York, NY 10002-1418 Business Description: Kenrock is a promoter of performing arts, sports, and similar events. Chapter 11 Petition Date: February 9, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-10197 Debtor's Counsel: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Avenue 12th Floor New York, NY 10017 Tel: (212) 221-5700 Email: knash@gwfglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth Rockwood 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/3A4YS2Y/Kenrock_Enterprises_LLC__nysbke-23-10197__0001.0.pdf?mcid=tGE4TAMA KEYWAY APARTMENT: $5.7-Mil. Sale to Legacy to Fund Plan ------------------------------------------------------- Patricia B. Jefferson, Chapter 11 trustee for the bankruptcy estate of Keyway Apartment Rentals, LLC, has filed a Proposed Plan of Liquidation under Chapter 11 of the Bankruptcy Code. Contemporaneously with the filing of this Disclosure Statement, the Trustee has entered into a purchase and sale agreement, between the Plan Proponent and The Legacy Investment Group, LLC (the "Stalking Horse Purchaser"), pursuant to which the Stalking Horse Purchaser shall acquire the Property. Pursuant to the terms of the Purchase and Sale Agreement the Stalking Horse Purchaser has agreed to purchase the Property for (A) $5,700,000 plus or minus certain prorations and credits (the "Purchase Price"); and (B) the assumption of certain liabilities. The Purchase and Sale Agreement also provides, among other things, that the Purchased Assets will be sold free and clear of all Liens (as defined in the Purchase and Sale Agreement) and that the Court approve payment to the Stalking Horse Purchaser of a break-up fee in an amount equal to $40,000.00 (the "BreakUp Fee"), which shall constitute an administrative expense of the Debtor under Section 503(b)(1) of the Bankruptcy Code. The Plan is funded primarily by the proceeds generated by selling substantially all of the Debtor's assets consisting of the Keyway Apartments and provides for the distribution of sale proceeds among holders of claims, pursuant to Section 1123(b)(4) of the Bankruptcy Code. The Plan further provides for the appointment of the Plan Administrator and grants her standing and authority to litigate Avoidance Actions, Causes of Action, and objections to Claims, and to make Distributions under the Plan from the remaining proceeds from the sale of the Property and pursuit of various claims and causes of action. Under the Plan, Allowed Claims will be paid from these proceeds. Class 4 Allowed Unsecured Claims. All remaining claims shall constitute the Class 4 Claim. Allowed Class 4 Claims will be paid their Pro Rata Share after payment of Allowed Administrative Claims, Allowed Priority Tax Claims, and Classes 1-3. The Plan Proponent contemplates an objection to the claim of Jae Uk Lee [Claim No. 2] in the amount of $159,830.92 because the documents attached by the creditor to the claim do not support or evidence a claim against the Debtor. No payment or distribution shall be made on the Jae Uk Lee claim unless and until such claim becomes an Allowed Claim. No decision has been made on any other claims as of the filing of this Disclosure Statement and the Plan Proponent reserves all of her rights, except that pursuant to the Touradji 9019 Motion, Dr. Touradji shall have an Allowed Class 4 Claim. Furthermore, the remainder of the SBA Claim that is not paid pursuant to the distribution to Class 3 shall be entitled to a distribution with the Class 4 Claims. The Plan Proponent anticipates making a distribution between 21% and 27% of Allowed Claims in Class 4. Class 4 is impaired under the Plan. Chapter 11 Trustee for the Bankruptcy Estate of Keyway Apartment Rentals, LLC: Patricia B. Jefferson, Esq. MILES & STOCKBRIDGE P.C. 100 Light Street, 10th Floor Baltimore, Maryland 21202 Tel: (410) 385-3405 E-mail: bktrustee@milesstockbridge.com Counsel for the Chapter 11 Trustee for the Bankruptcy Estate of Keyway Apartment Rentals, LLC: Addison J. Chappell, Esq. MILES & STOCKBRIDGE P.C. 100 Light Street, 10th Floor Baltimore, Maryland 21202 Tel: (410) 385-3481 E-mail: achappell@milesstockbridge.com A copy of the Plan of Liquidation dated Jan. 27, 2023, is available at https://bit.ly/409rp5T from PacerMonitor.com. About Keyway Apartment Rentals Keyway Apartment Rentals, LLC is a Maryland limited liability company that owns a 63-unit residential apartment complex situated upon three parcels of real property known as 113 Kinship Road, 122 Kinship Road, and 123 Willow Spring Road in Dundalk, Baltimore County, Md. Keyway sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-13389) on June 21, 2022. In the petition signed by its managing member, George Divel, III, the Debtor disclosed $6,653,350 in assets and $4,252,151 in liabilities. Judge Michelle M. Harner oversees the case. Joseph M. Selba, Esq., at Tydings and Rosenberg, LLP, is the Debtor's legal counsel. Patricia Jefferson, the Chapter 11 trustee appointed in the Debtor's case, is represented by Miles & Stockbridge P.C. KEYWAY APARTMENT: Trustee Reaches Plan Deal With Lender ------------------------------------------------------- Patricia B. Jefferson, Chapter 11 Trustee of the bankruptcy estate of Keyway Apartment Rentals, LLC, filed a proposed liquidating Chapter 11 plan, which would result in the sale of the Debtor's property. The Debtor owns real property and improvements located at 123 Willow Spring Road, Dundalk, Maryland 21222; 122 Kinship Road, Dundalk, Maryland 21222; 113 Kinship Road, Dundalk, Maryland 21222. The Trustee has determined in her business judgment that it is necessary and appropriate to sell the Property through a Chapter 11 plan of liquidation, and is seeking authority to sell the Property to The Legacy Investment Group, LLC (the "Buyer") for $5.7 million, subject to higher and better offers according to the terms and conditions of a Purchase and Sale Agreement. Wilmington Trust, National Association, as Trustee for the Benefit of the Registered Holders of Wells Fargo Commercial Mortgage Trust 2018-C45, Commercial Mortgage Pass Through Certificates, Series 2018-C45 (the "Trust"), by and through its special servicer, LNR Partners, LLC asserts that it is the holder of a secured claim against the Debtor in the amount of not less than $5,710,000 as of Nov. 11, 2022, which claim is secured by the Property. In a FRBP Rule 9019 Motion, the Trustee seeks approval of a compromise that would result in a reduction of the Lender's claim, resulting in projected distributions to unsecured creditors under the Chapter 11 Plan. Pursuant to the settlement, the Lender has agreed to vote in favor of the Lender's Plan, and that the Lender's claim will be allowed in the amount of of $3,902,726 of principal due plus accrued interest of $249,846 less ($88,554) plus default interest of $411,954 plus reimbursement of cost and expenses of at least $257,157. Counsel for the Chapter 11 Trustee: Patricia B. Jefferson, Esq. Addison J. Chappell, Esq. MILES & STOCKBRIDGE P.C. 100 Light Street, 10th Floor Baltimore, Maryland 21202 Tel: (410) 385-3405 E-mail: pjefferson@milesstockbridge.com About Keyway Apartment Rentals Keyway Apartment Rentals, LLC is a Maryland limited liability company that owns a 63-unit residential apartment complex situated upon three parcels of real property known as 113 Kinship Road, 122 Kinship Road, and 123 Willow Spring Road in Dundalk, Baltimore County, Md. Keyway sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-13389) on June 21, 2022. In the petition signed by its managing member, George Divel, III, the Debtor disclosed $6,653,350 in assets and $4,252,151 in liabilities. Judge Michelle M. Harner oversees the case. Joseph M. Selba, Esq., at Tydings and Rosenberg, LLP, is the Debtor's legal counsel. Patricia Jefferson, the Chapter 11 trustee appointed in the Debtor's case, is represented by Miles & Stockbridge P.C. KOPIN CORP: State Street Reports Less Than 1% Equity Stake ---------------------------------------------------------- State Street Corporation disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 254,653 shares of common stock of Kopin Corp., representing 0.27 percent of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/771266/000009375123000040/Kopin_Corp.txt About Kopin Kopin Corporation -- http://www.kopin.com-- is a developer and provider of high-resolution microdisplays, microdisplay subassemblies and related components for defense, enterprise, industrial, and consumer products. Its products are used for soldier, avionic, armored vehicle and training & simulation defense applications; industrial, public safety and medical headsets; 3D optical inspection systems; and consumer augmented reality and virtual reality wearable headsets systems. Kopin reported a net loss of $13.47 million for the year ended Dec. 25, 2021, a net loss of $4.53 million for the year ended Dec. 26, 2020, and a net loss of $29.37 million for the year ended Dec. 28, 2019. As of Sept. 24, 2022, the Company had $49.48 million in total assets, $19.27 million in total liabilities, and $30.21 million in total stockholders' equity. MAGNOLIA OFFICE: To Auction Property to Fund Plan ------------------------------------------------- Magnolia Office Investments, LLC, submitted a Third Amended Plan of Liquidation and a corresponding Disclosure Statement. The Debtor, Magnolia Office Investments, LLC, owns an office building which it leases to various tenants, primarily (but not limited to) governmental agencies in Tallahassee, Florida. The Debtor has determined in its business judgment that it is in the best interest of all stakeholders to sell its property known as Magnolia Centre II, all located at 1211 Governors Square Blvd., Tallahassee, Florida 32301. Prior to the sale, the Debtor or Liquidating Debtor, as applicable, shall continue to operate its Property and to perform all of its duties and obligations under all unexpired leases of the Property. The Debtor's President, Anand Patel, shall continue to oversee day-to-day operations of the Debtor, and its on-site management of the Property. The Property shall be sold via a live auction to be conducted by Fisher Auction Company. In conjunction with this Second Amended Plan, the Debtor has filed an Expedited Motion for Entry of An Order (1) Approving Bidding Procedures for the Sale of the Debtor's Real Property, (2) Scheduling a Final Sale Hearing, (3) Approving the Form and Manner of Notices, (4) Approving the Sale of the Debtor's Property Free and Clear of All Liens, Claims, and Encumbrances and Interests, (5) Approving Assumption and Assignment Procedures, and (6) Granting Related Relief (the "Sale Motion"). The precise method of Sale, including all bidding procedures, are set forth in the Sale Motion. T All operating cash generated by the Debtor shall be used for general operations of the Property, to pay adequate protection payments to PS Funding. Under the Plan, Class 8 Allowed General Unsecured Claims will receive a pro rata share of, and distribution from, the greater of (i) the remaining Sale Proceeds after payment in full of the Class 1, 2, 3, 4, 5, 6, and 7 Claims, respectively, or (ii) the GUC CarveOut. Class 8 is impaired. "GUC Carve-Out" means $25,000, which amount PS Funding, Inc., has agreed shall be paid to the holders of Allowed Class 8 General Unsecured Claims from its Net Proceeds in the event the proceeds of the Sale are less than such amount remaining and available for payment of such Claims after payment of all Allowed Secured Claims in full. Attorneys for the Debtor: David Lloyd Merrill, Esq. THE ASSOCIATES 2401 PGA Boulevard, Suite 280M Palm Beach Gardens, FL 33410 Tel: (561) 877-1111 A copy of the Disclosure Statement dated Jan. 27, 2023, is available at https://bit.ly/3Y1VySQ from PacerMonitor.com. About Magnolia Office Investments Magnolia Office Investments, LLC, is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns the commercial office building located at 1211 Governors Square Blvd., Tallahassee, Fla., which is valued at $5.5 million. Magnolia Office Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14044) on May 24, 2022. In the petition signed by Anand Patel, as managing member, Magnolia Office Investments listed as much as $10 million in both assets and liabilities. The case is assigned to Judge Erik P. Kimball. David L. Merrill, Esq., at The Associates, is the Debtor's legal counsel. MANCUSO MOTORSPORTS: Cash Collateral Access OK'd Thru March 17 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Mancuso Motorsports, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through March 17, 2023. In return for the Debtor's continued interim use of cash collateral, these parties are granted adequate protection for their purported secured interests in cash collateral equivalents, including the Debtor's cash, accounts receivable and inventory, among other collateral: Byline Bank Ryan Daube, as trustee of the Ryan Daube Trust DFK Direct Investments, LLC DFK Group, Inc. DFK Direct, LLC Francis Roti Ryan Daube Rob Mancuso The Debtor agreed to maintain and pay premiums for insurance to cover the Collateral from fire, theft and water damage. The Secured Parties are granted replacement liens, attaching to the Collateral, but only to the extent of their pre-petition liens, with any valid liens attaching to the Collateral and its proceeds until further Order of Court. A further interim hearing on the matter is set for March 14 at 10 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/40GYCWF from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $103,497 for the week ending February 3, 2023; $149,893 for the week ending February 10, 2023; $120,036 for the week ending February 17, 2023; $166,906 for the week ending February 24, 2023; and $136,555 for the week ending March 3, 2023. About Mancuso Motorsports, Inc. Mancuso Motorsports, Inc. is a privately held company that provides automotive repair and maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14513) on December 16, 2022. In the petition signed by Jackie Cahan, CFO and COO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman, serves as counsel to the Debtor. MANZELLA PROPERTIES: Trustee Taps Ringstad & Sanders as Counsel --------------------------------------------------------------- Karen Sue Naylor, the trustee appointed in the Chapter 11 case of Manzella Properties, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Ringstad & Sanders LLP her general bankruptcy counsel. The firm will render these services: (a) advise the Debtor on matters relating to the administration of this Chapter 11 proceeding; (b) undertake legal analysis, prepare and file any pleadings, motions, notices, or orders which may be required for the orderly administration of the estate; (c) commence actions, wherever and whenever appropriate, and advise regarding the marshalling and protection of the Debtor's assets for the benefit of creditors of the estate; (d) investigate and prosecute preference, turnover, or fraudulent conveyance actions which may exist for the benefit of creditors of the estate; and (e) object to claims, if any, after review by the trustee. The hourly rates of the firm's counsel and staff are as follows: Todd C. Ringstad, Esq. $725 Nanette D. Sanders, Esq. $725 Karen Sue Naylor, Esq. $625 Christopher Minier, Esq. $575 Ashley M. Teesdale, Esq. $520 Becky Metzner, Paralegal $195 Arlene Martin, Paralegal $150 In addition, the firm will seek reimbursement for expenses incurred. Karen Sue Naylor, Esq. and Nanette D. Sanders, Esq., members at Ringstad & Sanders, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Nanette D. Sanders, Esq. Ringstad & Sanders LLP 4910 Birch Street, Suite 120 Newport Beach, CA 92660 Telephone: (949) 851-7450 Facsimile: (949) 851-6926 Email: nanette@ringstadlaw.com About Manzella Properties Manzella Properties, LLC, a company in Brea, Cal., filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 22-11915) on Nov. 9, 2022, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Joseph Manzella signed the petition as the authorized person. Judge Scott C. Clarkson oversees the case. Fennemore Wendel and Sonoran Capital Advisors serve as the Debtor's legal counsel and financial advisor, respectively. On January 20, 2023, Karen Sue Naylor was appointed as trustee in this Chapter 11 case. Ringstad & Sanders LLP serves as her bankruptcy counsel. MEDFORD LLC: Seeks to Hire Keith Y. Boyd as Bankruptcy Counsel -------------------------------------------------------------- Medford, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ The Law Offices of Keith Y. Boyd as its counsel. The services the firm will render include all legal services regularly and customarily required by a debtor in possession including representation in such adversary proceedings as may be commenced in this case, or such other proceedings as may be necessary and proper in other forums. On January 25, 2023, the firm received a retainer of $25,000 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Keith Y. Boyd $400 Melissa A. Arnold $150 Law Clerk $200 Legal Assistants $50 - $100 In addition, the firm will seek reimbursement for expenses incurred. Keith Boyd, Esq., the firm's principal, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Keith Y. Boyd, Esq. The Law Offices of Keith Y. Boyd 724 S. Central Ave., Suite 106 Medford, OR 97501 Telephone: (541) 973-2422 Facsimile: (541) 973-2426 Email: keith@boydlegal.net About Medford LLC Medford, LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 23-30153) on Jan. 25, 2023. In the petition filed by Jerry Reeves, managing member, the Debtor reported between $1 million and $10 million in both assets and liabilities. Amy E. Mitchell has been appointed as Subchapter V trustee. Judge Peter C. McKittrick oversees the case. The Law Offices of Keith Y. Boyd serves as the Debtor's counsel. MIAMI JET TOURS: Seeks Cash Collateral Access --------------------------------------------- Miami Jet Tours, Inc. asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, for authority to use cash collateral in which Northeast Bank, the U.S. Small Business Administration and/or TIAA Commercial Finance, Inc. may assert liens and security interests. The Debtor requires the use of the cash collateral for the continued operation of its business in the ordinary course. The Debtor requests the Court to approve the Debtor's use of the cash collateral within a 10% variance from the Budget. As adequate protection to Northeast Bank, the Debtor proposes to pay an adequate protection payment of $1,552 per month, through confirmation or until further Court order, and a first priority post-petition lien on all cash generated by the Debtor's services post-petition and a first priority replacement lien on all assets of the Debtor, to the extent it has a lien on cash collateral. As adequate protection to the SBA, the Debtor proposes to pay an adequate protection payment of $731, through confirmation or until further Court order, and a second priority post-petition lien on all cash generated by the Debtor's services post-petition and a second priority replacement lien on all assets of the Debtor to the extent it has a lien on cash collateral. As adequate protection to TIAA, the Debtor proposes a third priority post-petition lien on all cash generated by the Debtor's services post-petition and a third priority replacement lien on all assets of the Debtor to the extent it has a lien on cash collateral. A copy of the Debtor's motion and budget is available at https://bit.ly/40FnnlT from PacerMonitor.com. The Debtor projects $19,626 in total operating expenses for February 2023. About Miami Jet Tours, Inc. Miami Jet Tours, Inc. is a Miami transportation company specializing in private transportation for small and large groups; pre and post cruise transfers, corporate and sporting events, concerts, school trips, churches, weddings, and customized transportation needs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10569) on January 25, 2023. In the petition signed by Rafael Mulkay, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Robert A. Mark oversees the case. Zach B. Shelomith, Esq., at LSS Law, represents the Debtor as legal counsel. MICROVISION INC: BlackRock Has 7.9% Equity Stake as of Dec. 31 -------------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 13,090,001 shares of common stock of MicroVision, Inc., representing 7.9 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/65770/000130655023007733/us5949603048_020323.txt About MicroVision Microvision, Inc. -- http://www.microvision.com-- is an automotive lidar and ADAS solutions company, focused on delivering safe mobility at the speed of life. Founded in 1993, MicroVision is a pioneer in laser beam scanning, or LBS, technology, which is based on its patented expertise in micro-electromechanical systems, or MEMS, laser diodes, opto-mechanics, electronics, algorithms and software and how those elements are packaged into a small form factor. Throughout its history, the Company has combined its proprietary technology with its development expertise to create innovative solutions to address existing and emerging market needs, such as augmented reality microdisplay engines; interactive display modules; consumer lidar components; and, most recently, automotive lidar sensors and solutions for the automotive market. MicroVision reported a net loss of $43.20 million for the year ended Dec. 31, 2021, a net loss of $13.63 million for the year ended Dec. 31, 2020, a net loss of $26.48 million for the year ended Dec. 31, 2019, and a net loss of $27.25 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $109.39 million in total assets, $23.77 million in total liabilities, and $85.62 million in total shareholders' equity. MIGI ASSET: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Migi Asset Acquisition, LLC 854 Madison Avenue Albany, NY 12208 Business Description: The Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). Chapter 11 Petition Date: February 9, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-22110 Debtor's Counsel: Kenneth L. Baum, Esq. LAW OFFICES OF KENNETH L. BAUM LLC 201 W. Passaic Street Suite 104 Rochelle Park, NJ 07662 Tel: (201) 853-3030 Fax: (201) 584-0297 Email: kbaum@kenbaumdebtsolutions.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Peter Aytug as managing member. 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/XK4555Q/Migi_Asset_Acquisition_LLC__nysbke-23-22110__0001.0.pdf?mcid=tGE4TAMA MIRACLE CENTER: Reaches Plan Deal With Secured Creditor ------------------------------------------------------- Miracle Center Church of Ventura County, Inc., submitted a First Amended Chapter 11 Plan of Reorganization. Following mediation, the Debtor has reached a settlement with the first trust deed secured creditor, First Christian Church of Ventura, to resolve its claim. The Secured - Proof of Claim No.3 of The First Christian Church of Ventura total $3,088,622, whereby $222,518.64 is included in the total claim, as asserted arrears to be cured. Pursuant to the settlement, the parties agreed to the following terms: 1. Claim in the amount of $2,890,961: a. Principal: $2,735,000 b. Accrued Interest: $72,056 c. Late Charges: $36,797 d. Attorneys' Fees: in the amount of $58,772 as of Dec. 19, 2022, for which a 20% discount shall be applied, leaving a total of $47,108 to be added to claim, and such attorneys' shall not increase unless in the event of an uncured default. 2. The claim will be fully amortized over the life of loan with the last payment in March 2036. Early discounted payoff of the balance of the loan amount of $2,807,056, by which entire amount of $36,797 of late charges and $47,108 of attorneys' fees are waived and forgiven, totaling $83,905, if that total sum of $2,807,056 is paid no later than the 60th month after the confirmed plan effective date (refer to payment table to be attached). The Debtor will fund the Plan from the operation of its business and the funds that it has/will have accumulated in its DIP bank accounts. The Debtor continues to increase its revenue through fund raising campaigns from its members and commitments to increase contributions from certain donors to retain the Property for its office location, place of worship and other charitable functions. Attorneys for debtor Miracle Center Church of Ventura County, Inc.: Randall V. Sutter, Esq. John K. Rounds, Esq. ROUNDS & SUTTER, LLP 674 County Square Drive, Suite 108 Ventura, CA 93003 Telephone: (805) 650-7100 Facsimile: (805) 832-6315 E-mail: jrounds@rslawllp.com A copy of the First Amended Chapter 11 Plan of Reorganization dated Jan. 27, 2023, is available at https://bit.ly/3Jkuo5D from PacerMonitor.com. About Miracle Center Church of Ventura County Miracle Center Church of Ventura County, Inc., is a tax-exempt religious organization. It conducts religious activities at its property located at 38 Teloma Drive, Ventura CA 93003, which it purchased for a price of $3.1 million in March 2016. Miracle Center Church of Ventura County sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10664) on Aug. 29, 2022. In the petition signed by Alonzo McCowan, CEO and president, the Debtor disclosed $3,472,792 in assets and $3,387,733 in liabilities. Judge Ronald A. Clifford III oversees the case. John K. Rounds, Esq., at Rounds & Sutter LLP, is the Debtor's counsel. MKS REAL ESTATE: Data Center Bid Deadline on March 23 ----------------------------------------------------- Hilco Real Estate, LLC announces March 23, 2023 as the qualified bid deadline for the Chapter 11 bankruptcy sale of a prime flex industrial building that was recently converted into a state-of-the-art data center boasting an electrical supply of 10 megawatts – the renovations totaling $6,700,000. The property is well located along US 287 in the high-growth area of northern Fort Worth, Texas. Built in 2018, the 48,980± SF facility features 22 drive-in doors, 2 loading docks, 18' – 26' warehouse clear heights and a high-end two-story office space that offers shared workspace adaptability. The warehouse space offers an open, versatile layout ideal for last-mile staging and logistics to serve the fast-growing communities within the region. The site includes the potential to increase the electrical supply further, hosts a 5,000 SF ancillary storage warehouse currently leased to a trucking company and offers 6.5 acres of additional land for future expansion. The property is located in Fort Worth, the fifth most populated city in Texas and the thirteenth most populated city in the United States according to the U.S. Census and the fastest growing large city between 2010 and 2020. When compared with the rest of Texas, Fort Worth provides strong statistics that have caused Fortune 500 companies to flock to the area and establish a major presence here. The area features household incomes that are higher than state-wide statistics by almost 10%.Tarrant County, where the property is situated, plays host to several large, regional and national employers, including AMR Corporation - American Airlines (24,700), Bank of America Corp. (20,000), Texas Health Resources Inc. (19,230), Baylor Health Care System (17,097), AT&T (15,800), Lockheed Martin Aeronautics Co. (14,126) and JP Morgan Chase & Co. (13,500). As employees have followed these job opportunities, Fort Worth's population has swelled to almost one million and is projected to increase by 1.2% annually through 2027. The area is also home to Alliance Texas, a 26,000-acre master-planned development that has emerged as the primary industrial hub of north Texas. Alliance Texas includes a mix of office, retail, medical, residential and entertainment options all thoughtfully planned with greenspaces seamlessly integrated throughout, making it a premier place to live, work and play. The sale is being conducted by Order of the U.S. Bankruptcy Court Northern District of Texas (Ft. Worth), Bankruptcy Case #: 22-42618-ELM11, In RE MKS Real Estate, LLC and is subject to court approval. Qualified bids must be received on or before the deadline of March 23, 2023 at 4:00 p.m. (CT) and must be submitted on the approved Asset Purchase Agreement in compliance with the bankruptcy court-approved bid procedures available for review and download from Hilco Real Estate's website. Terry Rochford, senior vice president of business development at Hilco Real Estate, stated, "We believe that this property will garner significant interest from both data center users, where recent demand has become almost insatiable, and a variety of last mile logistics users needing a facility in this area of explosive growth. Combine that with the certainty of the bankruptcy sale process, and you have a very compelling offering!" Ben Zaslav, director of business development at Hilco Real Estate, added, "The property is well positioned just eight miles south of Perot Field Fort Worth Alliance Airport, which is dedicated exclusively to air cargo, as well as the BNSF Alliance Intermodal Facility, which serves as one of the nation's premier inland ports. Solid economic underpinnings and the unique transportation infrastructure provided by rail, road, and air have resulted in this area becoming a veritable magnet for businesses both large and small, as well as the people they employ." Interested buyers should review the bid procedures for requirements in order to participate in the bankruptcy sale process available on Hilco Real Estate's website. For further information, please contact Steve Madura at (847) 504-2478 or smadura@hilcoglobal.com or Michael Kneifel at 847-201-2322 or mkneifel@hilcoglobal.com. About MKS Real Estate MKS Real Estate LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns two parcels of real property located in Tarrant County, Texas. MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 21-40424) on March 1, 2021. On Oct. 28, 2021, the Court entered an agreed order dismissing the bankruptcy case for one year or until such time that the claim was paid in full, or the property is foreclosed, whichever was later. In consideration for the Debtor being given one year to sell the real property, the Court ordered "that [Cadence (formerly known as BancorpSouth)] will have the right to post the Real Property for non-judicial foreclosure and proceed with the foreclosure on November 1, 2022 in the event the Claim is not paid in full on or before October 31, 2022." MKS Real Estate LLC again filed a Chapter 11 petition (Bankr. N.D. Tex. on Case No. 22-42618) on Oct. 31, 2022. In the petition filed by Olufemi Ashadele as owner, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. The Debtor is represented by M. Jermaine Watson, Esq., at Cantey Hanger LLP in the 2022 case. MOLECULAR IMAGING: Wins Cash Collateral Access Thru March 8 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Molecular Imaging Chicago LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through March 8, 2023. Byline Bank and any other lien claimants are granted and will have post-petition replacement liens, to the extent and with the same priority as held pre-petition, in and to the cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral. A further hearing on the matter is set for March 7, 2023 at 1:30 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3jNQpiP from PacerMonitor.com. About Molecular Imaging Chicago LLC Molecular Imaging Chicago LLC provides diagnostic testing services, including PET/CT, MRI (Open and High Field), Diagnostic CT, EMG/NCV, Ultrasound, Arthrogram, and Digital X-Ray services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. N.D. Ill. Case No. 22-10864) on September 22, 2022. In the petition signed by Rajeev Batra, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Jacqueline P. Cox oversees the case. Gregory K. Stern, Esq., at Gregory K. Stern, P.C., is the Debtor's counsel. MOVING PROS: Gets Approval to Hire Allen Barnes & Jones as Counsel ------------------------------------------------------------------ Moving Pros, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Allen Barnes & Jones, PLC as its counsel. The firm will render these services: (a) advise the Debtor with respect to its reorganization; (b) represent the Debtor in connection with negotiations involving secured and unsecured creditors; (c) represent the Debtor at hearings set by the court in Debtor's bankruptcy case; and (d) prepare legal papers. The hourly rates of the firm's counsel and staff are as follows: Thomas H. Allen $485 Hilary L. Barnes $475 Michael A. Jones $485 Philip J. Giles $400 David B. Nelson $325 Legal Assistants and Law Clerks $135 - $215 Prior to the petition date, the Debtor paid the firm a retainer of $21,738. Thomas Allen, Esq., a partner at Allen Barnes & Jones, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas H. Allen, Esq. David B. Nelson, Esq. Allen Barnes & Jones, PLC 1850 N. Central Ave., Suite 1150 Phoenix, AZ 85004 Telephone: (602) 256-6000 Facsimile: (602) 252-4712 Email: tallen@allenbarneslaw.com dnelson@allenbarneslaw.com About Moving Pros Moving Pros, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. 23-00571) on Jan. 30, 2023. In the petition signed by Robert Jeager, member, the Debtor disclosed under $1 million in both assets and liabilities. Judge Madeleine C. Wanslee oversees the case. Allen Barnes & Jones, PLC serves as the Debtor's counsel. MUSCLEPHARM CORP: Seeks to Tap Foley & Lardner as Special Counsel ----------------------------------------------------------------- MusclePharm Corporation seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Foley & Lardner, LLP as special securities counsel. The Debtor needs a special counsel to provide securities advice, along with Securities and Exchange Commission (SEC) compliance and related issues. The hourly rates of the firm's counsel and staff are as follows: Thomas J. Krysa, Partner $850 Paraprofessionals $60 - $320 Foley is currently owed $28,235.78 by the Debtor for pre-bankruptcy legal services. Mr. Krysa disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas J. Krysa, Esq. Foley & Lardner, LLP 1400 16th Street, Suite 200 Denver, CO 80202 Telephone: (720) 437-2000 Facsimile: (720) 437-2200 Email: tkrysa@foley.com About MusclePharm Corporation Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB: MSLP) -- http://www.musclepharm.com/and http://www.musclepharmcorp.com/-- is a lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. It offers a broad range of performance powders, capsules, tablets, gels and on-the-go ready to eat snacks that satisfy the needs of enthusiasts and professionals alike. MusclePharm filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-14422) on Dec. 15, 2022. In the petition filed by its chief executive officer, Ryan Drexler, the Debtor reported assets and liabilities between $10 million and $50 million. The Honorable Natalie M. Cox is the case judge. The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC as legal counsel; Foley & Lardner, LLP as special securities counsel; and Portage Point Partners, LLC as restructuring advisor. Jeffrey Gasbarra of Portage Point Partners serves as the Debtor's chief restructuring officer. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's case. Pachulski Stang Ziehl & Jones, LLP and Larson & Zirzow, LLC serve as the committee's bankruptcy counsel and Nevada counsel, respectively. NANO MAGIC: Scott Rickert Reports 16% Equity Stake -------------------------------------------------- Scott E. Rickert, director and Chairman of Nano Magic Inc., disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Feb. 2, 2023, he beneficially owns 1,682,236 shares of common stock of Nano Magic Inc., representing 16 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/891417/000149315223003442/formsc13da.htm About Nano Magic Headquartered in Madison Heights, Michigan, Nano Magic Inc., now known as Nano Magic Holdings Inc. -- www.nanomagic.com -- develops, commercializes and markets consumer and industrial products powered by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. Nano Magic reported a net loss of $1.57 million for the year ended Dec. 31, 2021, compared to a net loss of $781,055 for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $4.33 million in total assets, $2.24 million in total liabilities, and $2.08 million in total stockholders' equity. Sterling Heights, Michigan-based UHY LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has recurring losses from operations, negative cash flow from operations, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NAPA MANAGEMENT: Moody's Cuts CFR & Secured First Lien Debt to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded NAPA Management Services Corporation's Corporate Family Rating to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the rating of the company's senior secured first lien credit facility to B3 from B2. The outlook remains stable. The downgrade of NAPA's ratings reflects weak operating performance since the company merged its operations with the American Anesthesiology Inc. business (which was acquired by NAPA's private equity sponsor from Mednax, Inc. in May 2020). Moody's estimates that the company's debt/EBITDA rose to approximately 7.4 times at the end of September 2022, due to a combination of increased operating costs and the one-off costs related to business integrations and the implementation of a new revenue cycle management system. Moody's expects the financial leverage to decline modestly in the next 12 months if the company succeeds in bringing down one-off costs. Nevertheless, the leverage will remain very high in the low 7 times in 2023. Governance risk considerations are material to the rating action. In the 12 months following a transformative expansion (combining American Anesthesiology with the legacy NAPA business), the company's management has struggled to meet its earnings forecast. Execution challenges, which constitute the company's financial strategy and risk management (a governance consideration), drove the increase in the company's financial leverage. Moody's expects that the company will need at least until mid-2023 to fully address those challenges and stabilize the business performance. Downgrades: Issuer: NAPA Management Services Corporation Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD4) from B2 (LGD4) Senior Secured 1st Lien Revolving Credit Facility, Downgraded to B3 (LGD4) from B2 (LGD4) Outlook Actions: Issuer: NAPA Management Services Corporation Outlook, Remains Stable RATINGS RATIONALE NAPA's B3 CFR reflects the company's very high leverage and aggressive growth strategy. Moody's projects that the company's debt/EBITDA will remain above 7.0 times in the next 12 months. Moody's expects that the company will continue to face challenges in combining its operations with the acquired American Anesthesiology business, primarily with the integration of the combined company's revenue cycle management system. While the company has made progress in bringing down receivables from the peak at the end of the second quarter of 2022, it will take at least until mid-2023 to fully normalize its cash collection from receivables. The B3 CFR also reflects NAPA's expanded scale and geographic diversification with a presence across 20 states, up from 10 in 2016. The company has more than doubled its scale across several key metrics including sites and patients served, clinicians and revenues. The CFR is supported by Moody's expectation that the demand for the company's services will remain resilient and the wage pressure that has affected clinical labor will be moderate. Moody's expects NAPA to maintain an adequate liquidity profile. At the end of September 2022, the company had approximately $29 million in cash and $55 million available under its $80 million revolving credit facility. The company fully paid its revolver balance in the fourth quarter of 2022. Moody's expects that the company will be free cash flow negative in 2022. However, if the company executes the revenue cycle management system implementation well, it has the capacity to generate positive free cash flow in 2023. The senior secured first lien debt represents the preponderance of the company's debt. Therefore, the individual debt instrument ratings (for term loan and revolver) are at the same level as the company's corporate family rating. The company's stable outlook reflects Moody's view that the company will be able to address integration challenges in the next 6 months and become free cash flow positive by end of 2023. Social and governance considerations are material to the company's rating. NAPA's ESG credit impact score is highly negative (CIS-4), reflecting aggressive financial strategy, execution risk associated with rapid growth through acquisitions, exposure to changes in reimbursement rates by its payors, and regulatory and litigation risks. NAPA has highly negative credit exposure to governance risk considerations (G-4). The company's governance risks reflect its aggressive financial strategy and risk management and the risks associated with the board structure, which is dominated by members representing the company's private equity sponsor. The company's management has struggled in meeting its earnings forecast, which reflects negatively on management credibility and track record. NAPA has a highly negative credit risk exposure to social risk considerations (S-4). The company has exposure to shortage of skilled human capital (anesthesia physicians), and substantial implications of demographics and societal trends as the US population ages. The company is exposed to changes in reimbursement rates by its payors, which include government payors, as well as a push towards reducing overall healthcare costs. The company could face medical malpractice claims if it fails to perform services in compliance with regulations and industry expectations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company fully addresses integration challenges, improves the quality of EBITDA (by reducing add-backs), improves liquidity and remains committed to a balanced financial policy. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 6.0x using Moody's definition. The ratings could be downgraded if the company's operating performance continues to challenge profitability, integration issues persist, liquidity further weakens and financial policies become more aggressive. Headquartered in Melville, NY, NAPA Management Services Corporation is a leading provider of outsourced anesthesia and perioperative services in the United States with over 30 years of experience as a clinician-led, single specialty-focused organization. The company provides anesthesia and perioperative services to over 3 million patients annually in 20 states across various customer sites and care settings including hospitals, ambulatory surgery centers and in office-based settings. NAPA Management Services Corporation is owned by private equity sponsor American Securities and Leonard Green & Partners. The company's annual revenues, including the pro forma contribution of American Anesthesiology, are estimated to be around $1.9 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. NAVARRO PECAN: Files for Chapter 11 to Sell to RJS -------------------------------------------------- Navarro Pecan Company Inc. filed for chapter 11 protection in the Northern District of Texas to sell the business to RJS Holdings, LLC, absent higher and better offers. The Debtor was founded in 1977 in Corsicana, Texas as a pecan shelling, marketing, packaging, and distribution operation by three co-founders: (i) George Martin, a nut and pecan industry veteran; (ii) Collin Street Bakery, a local fruitcake producer and consumer of pecans; and (iii) Jasper B. Sanfilippo, a part of a family nut company now known as John B. Sanfilippo & Son, Inc. Since its founding, the Debtor has grown and currently operates from a 211,000 square foot facility in Corsicana, Texas. The Debtor has approximately 170 employees, the majority of which are "leased" employees contracted through a staffing company. The Debtor is now one of the largest pecan shelling operations in the country, processing and selling millions of pounds of pecans annually to both domestic and international customers. The Debtor's customer base consists of large, well-known consumer and commercial brands that have historically provided the Debtor with reliable operations and cash flow year to year. The Debtor operates from a 211,00 square foot facility located in Corsicana, Texas. The Debtor owns a subsidiary known as Pecan Producers International, Inc. which operates a small retail storefront at the Debtor's plant facility. In addition, the Debtor also leases warehouse space in Corsicana, Texas from an entity known as 3M Processing, LLC which is then leased to a separate entity known as Pure and Natural Food Consortium LLC for the pasteurization of Navarro's pecan products. Both of these other entities are partially owned by insiders of the Debtor, but are not directly connected to the Debtor. Finally, the Debtor leases warehouse space in Mansfield, Louisiana from one of its pecan suppliers for the storage of pecan products. George Martin, one of the founders of the Debtor, successfully led the Debtor until his passing in January 2021. The Debtor is currently being managed by Mr. Martin’s daughter, Mary Martin Magers, as CEO of the Debtor. Financial Background The Debtor has two secured lenders, Truist Bank and Hillcrest Bank, which are owed $12 million and $5.3 million, respectively. The Debtor also has unsecured notes owing to two of its primary suppliers of in-shell pecans and a large outstanding balance to the Debtor's third primary supplier of in-shell pecans -- the Debtor owes approximately $5.19 million and $3.17 million to, respectively, Easterlin Pecan Company and Pecan Producers, Inc. Finally, the Debtor currently owes approximately $8.5 million on account of unsecured notes to three insiders, including the Estate of George Martin, Collin Street Bakery, and Mary Martin Mager. Events Leading to Bankruptcy The Debtor initiated this Chapter 11 Case to address a severe cash flow tightening that has almost eliminated the Debtor's ability to operate its business. From 2018 through 2021, market prices for pecans consistently dropped, affecting the company's profit margins and credit availability with Truist. Pecan prices rebounded in 2022, and the outlook for 2023 remains strong. The Debtor has been increasingly unable to operate efficiently, however, due to financial constraints from its asset-based lender. The change in management precipitated by the unfortunate passing of the Debtor's co-founder and long-time leader also resulted in Truist declaring a default under its loan documents. Finally, the Debtor's operations in the face of these difficulties resulted in the build-up of significant shelled pecan inventory that had to be stored in its on-site cold storage facilities. The combination of these factors has caused the Debtor to gradually become unable to pay its debts as they become due. In recent weeks, the Debtor's ability to process inventory to meet customer orders and to pay necessary labor and operating costs has been curtailed to the point that the Debtor is on the verge of completely shutting down its processing plant. In order to preserve the viability of the Debtor, the jobs of over 190 workers, and the going concern value of the Debtor and its assets for the benefit of all interested parties, the Debtor is in dire need of additional capital. Prior to the Petition Date, the Debtor ran a two-year marketing process for additional capital. At the demand of Truist, the Debtor engaged Triton Capital Partners, Ltd. in January 2021 to assist with financial advisory work and subsequently engaged Triton to assist with capital placement in June 2021. Triton ran a marketing process for a significant capital placement in 2021 and 2022, working closely with both the Debtor's management and Truist. Ultimately the Debtor was unable to locate new capital through Triton’s services, either in the form of a replacement lender or new equity investor. As of Sept. 15, 2021, the Debtor engaged Stone Tower Advisors, Inc. to serve as Chief Restructuring Officer and appointed Brad Walker as Chief Restructuring Advisor. Since that time, the Debtor has appointed Walker as CRO. In its ongoing effort to locate new financing, the Debtor engaged Galena Capital Partners Inc. on July 1, 2022. Galena focused on both strategic and investor categories of potential financing. Prior to filing the Chapter 11 Case, the Debtor received a proposal from RJS Holdings, LLC involving a bidding, auction, and sale process in conjunction with debtor-in-possession financing. The Buyer is not an insider of the Debtor and is infusing new capital into the Debtor's operations through this Chapter 11 Case. Due to the severe financial distress that the Debtor was facing, the Debtor elected to file this Chapter 11 Case to pursue the proposal from the Buyer. About Navarro Pecan Company Navarro Pecan Company Inc. founded in 1977, is a pecan sheller that owns a state-of-the-art facility in Corsicana, Texas. Its pecans are found in a variety of brand-name food products in the ice cream, confectionery, cereal, snack food and bakery industries. Navarro Pecan Company Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40266) on Jan. 30, 2023. In the petition filed by Brad Walker as chief restructuring officer, the Debtor reported assets and liabilities between $10 million and $50 million each. The Debtor is represented by: Joshua N. Eppich, Esq. Bonds Ellis Eppich Schafer Jones LLP 4200 South Hulen Street Suite 680 Fort Worth, TX 76109 Tel: 817-405-6900 Fax: 817-405-6902 Email: Joshua@bondsellis.com NEKTAR THERAPEUTICS: Invesco Has 19.9% Equity Stake as of Dec. 30 ----------------------------------------------------------------- Invesco Ltd., in its capacity as a parent holding company to its investment advisers, disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 30, 2022, it beneficially owns 37,327,473 shares of common stock of Nektar Therapeutics, representing 19.9 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/906709/000091420823000059/SEC13G_Filing.htm About Nektar Therapeutics Nektar Therapeutics -- http://www.nektar.com-- is a biopharmaceutical company with a robust, wholly owned R&D pipeline of investigational medicines in oncology and immunology as well as a portfolio of approved partnered medicines. Nektar is headquartered in San Francisco, California, with additional operations in Huntsville, Alabama. Nektar Therapeutics reported a net loss of $523.84 million for the year ended Dec. 31, 2021, a net loss of $444.44 million for the year ended Dec. 31, 2020, and a net loss of $440.67 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $781.01 million in total assets, $368.78 million in total liabilities, and $412.22 million in total stockholders' equity. NEW SECURITY: Seeks to Hire Landrau Rivera & Assoc. as Counsel -------------------------------------------------------------- New Security Investigation and Correctional Consultant, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ the law offices of Landrau Rivera & Assoc. as its counsel. The firm will render these services: (a) advise the Debtor regarding its duties and powers in this case under the laws of the United States and Puerto Rico in which it conducts its business, or is involved in litigation; (b) advise the Debtor in determination whether a reorganization is feasible and, if not, aide the Debtor in the orderly liquidation of its assets; (c) assist the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan; (d) prepare legal documents; (e) appear before the bankruptcy court, or any court in which the Debtor asserts a claim interest or defense directly or indirectly related to this bankruptcy case; (f) employ other professional services as necessary to complete Debtor's financial reorganization; and (g) perform other legal services. The hourly rates of Landrau Rivera & Assoc.'s counsel and staff are as follows: Noemi Landrau Rivera, Esq. $200 Josue A. Landrau Rivera, Esq. $175 Legal and Financial Assistants $75 In addition, Landrau Rivera & Assoc. will seek reimbursement for fees and expenses. The Debtor has paid a retainer of $10,000. Noemi Landrau Rivera, Esq., an attorney at Landrau Rivera & Assoc., disclosed in court filings that the firm and its members are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: 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 New Security Investigation and Correctional Consultant New Security Investigation and Correctional Consultant, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-00217) on Jan. 30, 2023, listing under $1 million in both assets and liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. Landrau Rivera & Assoc., led by Noemi Landrau Rivera, Esq., serves as the Debtor's legal counsel. NEWAGE INC: Former Xing Employee Objects to Plan ------------------------------------------------ James Kayser submitted an objection to Plan Confirmation and/or Adequacy of Disclosure Statement of NewAge, Inc., et al. Mr. Kayser was formerly employed by Xing Beverage LLC ('Xing') from 2008 until 2015 as Vice-President of Xing's Eastern Region. As a part of his employment, on October 4, 2010, Mr. Kayser, in lieu of regular performance bonuses or other base pay enhancements for the entirety of his employment, agreed to accept a bonus amounting to "1% of the net asset sales price of [Xing]...". On or about June 30, 2016, Bucha, Inc., acquired the operating assets of Xing for a purchase price of almost $20 million. On or about August 2016 New Age Beverages Corporation ("New Age") was formed for the purpose of acting as the operating entity for the acquired Xing assets. Mr. Kayser was not notified of the sale, but learned of it in the media. Mr. Kayser contacted New Age and was offered $6,644.00, an entirely inadequate but admitted amount, for the contracted bonus. New Age never tendered the admitted-to amount. On or about March 3, 2017, James G. Kayser filed a Complaint in the Court of Common Pleas of Allegheny County, Pennsylvania against New Age Beverages Corporation ("New Age"), the successor in interest to Xing for unpaid wages, interest and attorney fees under the Pennsylvania Wage Payment and Collection Law. 43 Pa C. S. §260.1 et seq., and for breach of contract fraud and an accounting. An Amended Complaint was filed on or about June 26, 2018. As to the current bankruptcy proceedings, Mr. Kayser was not notified of any bankruptcy filings until December 4, 2022, when Mr. Kayser's Pennsylvania attorneys, who have represented him in the civil action, received late notice of proof of claim. As is self- evident from that docket, no notice of the bankruptcy filing was ever provided to the court. Mr. Kayrser says that to allow a vote on the proposed plan in the absence of any legitimate consideration of Mr. Kayser's claims would be prejudicial and inequitable. Mr. Kayser filed the objection pro see. Mr. Kayser can be reached at: James Gerard Kayser Creditor, pro se 437 Vale Circle Marion, VA 24354 Tel: (412) 652-7774 E-mail: treadway kristi@gmail.com About NewAge Inc. NewAge Inc. (Nasdaq: NBEV) -- http://www.NewAgeGroup.com/-- a Utah-based company, commercializes a portfolio of organic and healthy products worldwide primarily through a direct-to-consumer (D2C) route to market distribution system across more than 50 countries. The company competes in three major category platforms including health and wellness, inner and outer beauty, and nutritional performance and weight management. NewAge Inc. and certain of its subsidiaries, Ariix LLC, Morinda Holdings, Inc., and Morinda, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10819) on August 30, 2022. NewAge reported total assets of $310,902,000 against total liabilities of $149,447,000 as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Greenberg Traurig, LLP as bankruptcy counsel and SierraConstellation Partners, LLC as financial advisor. Houlihan Lokey Capital, Inc. conducted the pre-bankruptcy marketing process for the Debtors. Stretto is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Sept. 14, 2022. Cole Schotz P.C. and Dundon Advisers LLC serve as the committee's legal counsel and financial advisor, respectively. On Nov. 30, 2022, the Debtors filed a combined disclosure statement and joint Chapter 11 plan of liquidation. NEWAGE INC: Kwikclick, et al., Opting Out of Non-Debtor Releases ---------------------------------------------------------------- Kwikclick, Inc., Dr. Fred W. Cooper, and Mark Wilson filed an objection to the NewAge, Inc., et al.'s Third Amended Proposed Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation. The Objectors do not consent to and elect to opt out of providing the Non-Debtor Releases. As a result, any order confirming the Plan should make it clear that the Non-Debtor Releases do not apply to the Objectors, or Wilson Family Holdings and Cooper Family Investments, LLC, which have filed proofs of claim. Any argument by the Debtors that the Non-Debtor Releases should be binding on the Objectors, notwithstanding their objection and election to opt out, should be rejected. The Debtors have not made the requisite showings that the Non-Debtor Releases are essential to the success of their liquidating Plan, that there is adequate consideration for the Non-Debtor Releases or that they are fair. The Section 13.7 carve-out of Cooper and Wilson is unfair. The exclusion of Cooper and Wilson from the releases is solely based on mere allegations made by directors currently in control of the New Age Board. In the KwikClick lawsuit, the Debtors contend that KwikClick software belongs to the Debtors, a claim that is meritless. The Debtors have not yet served the adversary proceeding complaint and have filed a motion to extend the time for service by 90 days. It is wholly unjust to treat Cooper and Wilson differently than others based only upon mere assertions in an adversary complaint that has not been served. There are substantial factual questions that need to be resolved regarding the Debtors' allegations and the Objectors' claims, before releases are awarded. Section 13.6 of the Debtors' Plan includes "broad releases" by the Debtors of claims against the Debtors' "directors, officers, principals, agents, affiliates (other than the Debtors), employees, and professionals" (the "Debtors' Releases"). Plan §§ 2.3.11, 3.1.74 and 13.6. The Debtors releases should be disallowed to the extent that they purport to release derivative actions that third parties, such as the Objectors, are entitled to assert. The Objectors also object to the Plan to the extent that the exculpation provisions purport to exculpate parties who have not served as fiduciaries during this Chapter 11 proceeding. The Debtors assert that the Liquidation Trust will be funded with "an initial principal amount of at least $1,500,000." Plan s 2.1.13. The Debtors concede that they "have no accurate way to value the Kwikclick Lawsuit." Plan s 2.1.13. To the extent that the Plan contemplates the use of any of the remaining available funds to pursue meritless claims against the Objectors in the Kwikclick Lawsuit, it should not be confirmed. Attorneys for Kwikclick, Inc., Dr. Fred Cooper and Mark Wilson: Kristi J. Doughty, Esq. SCHNADER HARRISON SEGAL & LEWIS LLP 824 N. Market Street Wilmington, DE 19801 Tel: (302) 482-4038 E-mail: kdoughty@schnader.com - and - David S. Hunt, Esqruie, Esq. DAVID S. HUNT, P.C. 66 Exchange Place, Suite 201 Salt Lake City, UT 84111 Tel: (801) 355-7878 E-mail: dh@hunt-pc.com About NewAge Inc. NewAge Inc. (Nasdaq: NBEV) -- http://www.NewAgeGroup.com/-- a Utah-based company, commercializes a portfolio of organic and healthy products worldwide primarily through a direct-to-consumer (D2C) route to market distribution system across more than 50 countries. The company competes in three major category platforms including health and wellness, inner and outer beauty, and nutritional performance and weight management. NewAge Inc. and certain of its subsidiaries, Ariix LLC, Morinda Holdings, Inc., and Morinda, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10819) on August 30, 2022. NewAge reported total assets of $310,902,000 against total liabilities of $149,447,000 as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Greenberg Traurig, LLP as bankruptcy counsel and SierraConstellation Partners, LLC as financial advisor. Houlihan Lokey Capital, Inc. conducted the pre-bankruptcy marketing process for the Debtors. Stretto is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Sept. 14, 2022. Cole Schotz P.C. and Dundon Advisers LLC serve as the committee's legal counsel and financial advisor, respectively. On Nov. 30, 2022, the Debtors filed a combined disclosure statement and joint Chapter 11 plan of liquidation. NIELSEN & BAINBRIDGE: Case Summary & 30 Top Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Nielsen & Bainbridge, LLC 12303 Technology Boulevard Suite #950 Austin, Texas 78727 Business Description: Nielsen & Bainbridge, LLC, together with its debtor and non-debtor affiliates, is an end-to-end supplier of home decor and hardwire lighting operating under the trade name NBG Home. NBG Home serves a portfolio of prominent retail partners in the design, development, and fulfillment of products such as lighting, accents, furniture, soft home goods, wall decor, and frames sold under various brand names. NBG Home operates eight business units touching the brick-and-mortar and eCommerce spaces. Chapter 11 Petition Date: February 8, 2023 Court: United States Bankruptcy Court Southern District of Texas Fourteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ --------- Nielsen & Bainbridge, LLC (Lead Debtor) 23-90071 Dwelling & Decor LLC 23-90070 NBG Intermediate Holdings, Inc. 23-90072 Cheyenne Products LLC 23-90073 Home Decor Holding Company 23-90074 Design Solutions International, Inc. 23-90075 NBG Propco LLC 23-90076 Dwell & Decor Outdoor LLC 23-90077 NBG Topco Holdings Inc. 23-90078 KNB Holdings Corporation 23-90079 Patton Picture Company 23-90080 Jimco Lamp & Manufacturing Company 23-90081 N&B Industries, Inc. 23-90082 Quoizel, LLC 23-90083 Debtors' General Bankruptcy Counsel: Joshua A. Sussberg, P.C. Steven N. Serajeddini, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: joshua.sussberg@kirkland.com steven.serajeddini@kirkland.com - and - Joshua M. Altman, Esq. 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: josh.altman@kirkland.com Debtors' Local Bankruptcy Counsel: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. J. Machir Stull, Esq. Victoria Argeroplos, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com mstull@jw.com vargeroplos@jw.com Debtors' Financial Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Investment Banker: GUGGENHEIM SECURITIES, LLC Debtors' Exclusive Sales Agent: HILCO REAL ESTATE, LLC Debtors' Claims, Noticing, Solicitation Agent and Administrative Advisor: OMNI AGENT SOLUTIONS Estimated Assets (on a consolidated basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $500 million to $1 billion The petitions were signed by Hope Margala as authorized signatory. Full-text copies of three of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IHNTP5Y/Nielsen__Bainbridge_LLC__txsbke-23-90071__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/L5MLP6I/Dwelling__Decor_LLC__txsbke-23-90070__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/J6TVEMI/NBG_Propco_LLC__txsbke-23-90076__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Wangbin Decorative Material Co. Trade Payables $5,592,778 No. 92, Chaoyang East Road, Fotang Town, Yiwu City Zhejiang Province, China Attn: Brian Huang, Owner Tel: 0086-182-5898-8625 Email: brian@wangbin.com 2. Lamplux Co., Ltd. Trade Payables $3,914,228 No. 176 Xinwu Village Group Guangdong Province, China Attn: Shawn Title: Owner Tel: 86-757-81090326 Email: Shawn@lamplux.com 3. Litesun Lighting Co., Ltd Trade Payables $3,230,355 No. 2, Yunan Road, Subian, Chashan Town, Dongguan City, Guangdong Province, China Attn: Sabbrina Title: Owner Tel: 13922521241 Email: sabbrinas@163.com 4. Minhou Beite Home Trade Payables $3,221,159 Decor Co. Ltd. Tieling Industrial Zone II Ganzhe, Minhou Fuzhou, Fujian, China 350100 Attn: Aileen Gao Title: Sales Manager Tel: 86-591-22229555 Email: aileen@beitedeco.com 5. Dongguan City General Success Trade Payables $2,908,916 Cai Bai The First Industry Area Daojiao Town, Dongguan City Guangdong, China Attn: Mr. Li Title: Owner Tel: 86-769-81315688 Fax: 86-769-81315692 Email: gs-morningzhu@gs0906.com 6. New Joyce Arts Supply, Inc. Trade Payables $2,394,669 No. 19, Mingfang West Road Huazhuang Street, Binhu District Wuxi, Jiangsu Province, China 214131 Attn: Pan Yijun Title: Owner Tel: 13906198326 Email: jean@ici-design.com betty@ici-design.com 7. Zhang Zhou Ailaili Furniture Trade Payables $2,036,382 Beiyi Road, Lantian Development Site Zhangzhou City, Fujian Province China Attn: Shirley Xu Title: Owner Tel: 86-15859621116 Email: honglicn@vip.163.com 8. New Chao Feng Group Trade Payables $1,796,603 No. 5942 Huyi Road, Wai Guan Town, JIA Ding District, Postal Code 210806 Shanghai, China Attn: Emily Title: Owner Tel: 86-21-69575168 Email: chief@sh163.net; newchaofeng@yahoo.com 9. AEL International (HK) Limited Trade Payables $1,708,793 Beiyi Road, Lantian Development Site Zhangzhou City, Fujian Province, China Attn: Wendy Tan Title: Sales Manager Tel: 0086-0769-81789196 Fax: 0086-0769-81789198 10. Xiamen Nature & Home Trade Payables $1,549,748 Trends Co., Ltd. Room 1201, No. 396-398 Xiamen City, Fujian, China Attn: Ms. Yang Title: Owner Tel: 86-13859983899 Email: kimyan@naturehometrends.com 11. Nantong Rachel Trade Payables $1,519,586 Textiles Co., Ltd. Jiang'An Town, Rugao District Nantong, Jiangsu, China 226000 Attn: Selina Title: Owner Tel: 18806298533 Email: selina@racheltextiles.com 12. Pegtom Industrial Company Trade Payables $1,407,144 300-2031 West 41st Ave Vancouver, BC V6M 1Y7 Canada Attn: Jason Title: Owner Email: pegtom@djvan.com 13. Haining Lige Textiles Trade Payables $1,392,275 Co., Ltd. No. 127 Wensheng North Road Shengshi, Xucan, Haining, Zhejiang, China 314422 Attn: Amy Title: Owner Tel: 13750747101 Email: amy@league-textile.com 14. Rising-Sun Lighting Factory Trade Payables $1,351,911 Sucum Industrial Zone, Yinfeng Road Danzao Town, Nanhai District Foshan City, Guangdong Province Postal Code 528216, China Attn: Kevin Title: Owner Tel: 086-757-85404080 Email: sales@risingsunlighting.com 15. New Pourskey Lighting Trade Payables $1,301,088 Technology Co #1 Shihuan Road, Sangyuan Dongcheng District, Dongguan Gongdong, China Attn: Julie Title: Owner Tel: 13602388135 Email: newpourskeyjulie@vip.163.com 16. Beyond Peak Limited Trade Payables $1,228,079 Room 2107, 21/F., CCWU Building 302-308 Hennesey Road Xianju Zhejiang China Attn: David Fang Title: Owner Tel: 13906556565 Email: david@zhejiangfenda.com 17. Fuzhou Desource Home Trade Payables $1,175,653 Decor Co., Ltd. 8# Guanlu, Hongwei, Minhou County Fuzhou City, Fujian Province, China 350100 Attn: Jackson Yang Title: Owner Tel: 86-13850191998 Email: connie@desourceco.com 18. Jasleen Overseas Trade Payables $1,115,526 Plot #164, Sector-29 Part-2, Huda Panipat-132103 India Attn: G.S. Rayat Title: Owner Tel: 91 99969 01801 Email: gsrayat@jasleenoverseas.com 19. Haining Lianheng Textile Co. Trade Payables $1,112,404 13/F Block A, Baianyijia Business Center No 266 Haoxi Road Nantong, Jiangsu, China 226000 Attn: Suan Xu Title: Owner Tel: 0086 573 8798 6011 Email: sxu@lhtextile.com 20. DAI Thanh Furniture JSC Trade Payables $1,071,032 Highway 1A, Group 2, Area 8 Quy Nhon, 590000 Vietnam Attn: Le Cong Thanh Title: Owner Tel: +84 987347777 Email: le.cong.thanh@daithanhfurniture.com 21. Jingwei Lighting Trade Payables $1,010,287 Products Co., Ltd. Yao-Le Management Region Liao-Bu Town Dong Guan City Guang Dong P.R. China Attn: Mr. Cao Title: Owner Tel: 13602390805 Email: jingwei@dgjwds.com 22. Bluecross Blueshield of Texas Trade Payables $990,362 1001 East Lookout Drive Richardson, TX 75082 United States Attn: Zac Hammond Title: Account Executive Tel: (512) 349-4805 Email: zac_hammond@bcbstx.com 23. Dongguan Jufeng LTG Trade Payables $922,000 Products Co., Ltd. No. 2 Xinxing Road, Jiaoshe Village Dongkeng Town, Dogguan City Guangdong, China Attn: Mr. Xue Title: Owner Tel: 13751251308 Email: michael@topthinglighting.com 24. Jiny Ajindian Lighting Co. Ltd. Trade Payables $883,432 No. 28 Shshuikou Village Heshi Road Qiaotou Town, Dongguan City Guangdong Province, China Attn: Yoko Title: Owner Tel: 13686688027 Email: emily.fang@jinyalighting.com; sakura.dong@jinyalighting.com 25. Chenyu (Anhui) Cultural Trade Payables $862,255 Arts Co., Ltd. No. 8 Gaoyongdong Road, Kunshan Jiangsu Province, China Attn: Sam Shao Title: Owner Tel: 15888589777 Email: sales02@chinachenyu.com 26. Ningbo Greatfly Trade Payables $841,040 Hometextile Co. Ltd. Taoyuan Industry Zone Hengjie Town Haishu District Ningbo City P.R. China 315100 Attn: Roy Title: Owner Tel: 18668592828 Email: roy.mao@vip.163.com 27. Fuzhou ProjectHome Trade Payables $797,418 Collection Co. Ltd. Niutuoushan Industrial Zone Hongwei, Minhou County, Fouzhou City, Fujian Province China 350100 Attn: Eric Ye Title Owner Tel: 86-13799997756 Email: cindy@projecthome.com.cn 28. Solartex Corporation Trade Payables $795,972 7F No 477, Sec 2 Tiding Blvd Taipei City 114 Taiwan Attn: Vickie Title: Owner Tel: 886-2-2657-8518 Email: vickie@solartex.com 29. Zheng Qun Non Woven Products Trade Payables $793,163 Company No 184, Puzipu, Wanqiao Village Zhuqi Township, Chiayi County 604 Taiwan, ROC 60491 Attn: Bill Huang Title: Owner Tel: 886-921200707 Email: zq.taiwan@msa.hinet.net 30. Pension Benefit Guaranty Under Funded Undetermined Corporation Pension Liability PO 2295 1 Favorite Ave N.W. Suite 340 Washington, DC 20005-4026 United States Attn: Patricia Kelly Title: Chief Financial Officer Tel: 703-448-0461 Fax: 202-326-4112 Email: kelly.patricia@pbgc.gov NORTHERN HOSPITAL: Moody's Downgrades Revenue Bond Rating to Ba2 ---------------------------------------------------------------- Moody's Investors Service has downgraded Northern Hospital District of Surry County's (NC) revenue bond rating to Ba2 from Ba1. The outlook remains negative. Northern Hospital District of Surry County had approximately $33 million of debt outstanding as of fiscal year 2022. RATINGS RATIONALE The downgrade to Ba2 reflects Northern Hospital District of Surry County's (NHSC) weaker than expected operating performance in fiscal 2022 including a -7.8% operating cash flow margin and failure to meet its debt service coverage requirement after management forecasted 1.28x coverage just before the fiscal year end (actual coverage was .45x). Additional challenges include a weaker balance sheet with unrestricted cash down to about $35 million from $70 million at fiscal year-end 2021, dropping days cash to 114 days per the required covenant calculation. As a result of the covenant breach below 1.0x, NHSC will be required to retain a management consultant to review and make recommendations for compliance. If the recommendations are followed, there will not be an event of default unless the covenant is not met for two consecutive years or the ratio declines below 1.0x as of fiscal year-end. NHSC has begun its engagement with a management consultant. Operating performance significantly deteriorated at the end of fiscal 2022 due to increased accounts receivable and weaker than expected collections related mostly to the electronic records management conversion, along with labor shortages, and supplies inflation. While the latter two challenges are consistent with the sector, the severity of NHSC's ongoing operating losses and decline in unrestricted cash is higher than usual. Furthermore, ongoing labor pressures and COVID disruptions, as well as revenue cycle issues will make it difficult to achieve financial improvements quickly. Despite these challenges, NHSC will continue to benefit from minimal direct competition and its sole community provider status. Additionally, the management consultant retained by NHSC has estimated an improvement of 2-4% relative to net revenue, and management has identified other potential funding sources that could come to fruition in fiscal 2023. RATING OUTLOOK The negative outlook reflects Moody's expectation that it will take several months to implement revenue enhancement and expense mitigation strategies and that there is increased risk of another debt service coverage covenant breach in fiscal 2023. A further decline in absolute cash would result in additional negative rating pressure. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Material and sustained improvement in operating performance, improving financial covenants headroom -- Meaningful and sustained liquidity growth -- Significant expansion of service lines or geographic reach resulting in overall growth and revenue diversification FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Failure to adhere to financial covenants in fiscal 2023 -- Inability to improve financial performance -- Further weakening of unrestricted cash LEGAL SECURITY The hospital revenue bonds are secured by a pledge of the net revenues of the Hospital. The only covenant per the Master Trust Indenture is a 1.20 times debt service coverage ratio measured annually. Remedies include consultant call if below 1.20 times coverage and an Event of Default if below 1.0 times for two consecutive years. PROFILE Northern Hospital District of Surry County is a public stand-alone hospital, comprised of 133 beds and located in Mount Airy in Surry County, NC serving Surry County in North Carolina as well as Carroll and Patrick Counties in Virginia. The organization includes The Northern Surry Foundation for Better Health, Inc. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in December 2018. OCEANEERING INTERNATIONAL: S&P Affirms 'BB-' ICR, Outlook Positive ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Oceaneering International Inc. -- a Houston-based provider of offshore oilfield products and services -- to positive from stable and affirmed its 'BB-' issuer credit rating and 'BB-' issue-level rating on its senior unsecured notes. S&P's '3' recovery rating on the notes is unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery of principal to creditors in the event of a payment default. The positive outlook reflects S&P's expectation that Oceaneering's credit measures will continue to improve over the next 12 months, bringing its funds from operations (FFO) to debt comfortably over 45% in 2024. The outlook revision reflects the expected improvement in Oceaneering's credit measures over the next 12 months. While the recovery in the demand and pricing for offshore oilfield service firms has lagged that of their onshore peers, the sector is now showing signs of a more sustained pick-up. This is underpinned by the supportive commodity price outlook, global refocusing on energy security, and tight supply levels. As such, we have revised our projections for Oceaneering and now anticipate stronger credit measures over the next 12 to 24 months, particularly in the second half of 2023 and into 2024, as the company benefits from increasing revenue and cash flows, lower debt, a large cash balance, and its conservative financial policies. S&P now projects the company's average FFO to debt will approach 45% in 2023 and surpass 60% in 2024. The company's strong liquidity position will enable it to repay its debt maturing in 2024. S&P said, "We continue to assess Oceaneering's liquidity as strong, which is supported by its large cash balance, undrawn revolving credit facility (RCF) maturing in 2026, and positive free operating cash flow (FOCF). The company had $428 million of cash and a $215 million undrawn RCF as of Sept. 30, 2022. In our analysis, we assume Oceaneering will repay its $400 million 4.65% senior unsecured notes due November 2024 at maturity, which will leave it with only $300 million 6% senior unsecured notes due February 2028 outstanding. This permanent debt reduction will likely enable the company to maintain stronger credit measures." The 'BB-' rating continues to reflect the company's leading market position in the remote operated vehicle (ROV) market, improving credit measures, and conservative financial policies. Oceaneering continues to dominate the ROV market, where it held 59% market share as of Sept. 30, 2022. The ROV segment also continues to be the largest contributor to its revenue. However, because Oceaneering derives about 80% of its revenue from oil and gas customers, it remains exposed to the sector's elevated volatility, given that the demand for its services is driven by changes in commodity prices. S&P expects Oceaneering to continue leveraging its core capabilities to build out its non-oil and gas business, which includes aerospace and defense, automated guided vehicles, and offshore renewables, which will likely improve the diversity of its revenue. S&P said, "The positive outlook reflects the likelihood that we will raise our ratings on Oceaneering over the next 12 months if its credit measures continue to improve, including FFO to debt of comfortably above 45% on a sustained basis. "We could revise our outlook on Oceaneering to stable if we no longer expect a sustained improvement in its credit measures, including FFO to debt of well below 45%. This would most likely occur because of a decrease in commodity prices that reduces the demand for offshore drilling and completion activity, which--in turn--would reduce the demand for the company's products and services and weaken its pricing and margins. "We could raise our ratings on Oceaneering if its credit measures improve such that its FFO to debt remains comfortably above 45% on a sustained basis. This would most likely occur due to a continued rise in offshore drilling and completion activity, which would support increasing demand for the company's offshore products and services and improved pricing and margins." ESG credit indicators: E-4, S-3, G-2 S&P said, "Environmental factors are a negative consideration in our rating analysis due to our expectation that the energy transition will result in lower demand from oil producers for services and equipment as the accelerating adoption of renewable energy sources lowers the demand for fossil fuels. Additionally, the industry faces an increasingly challenging regulatory environment, both domestically and internationally, that has included limits on drilling activity in certain jurisdictions and the pace of new and existing well permits. Given its material exposure to the offshore market, Oceaneering faces higher environmental risks than onshore service providers due to its susceptibility to operational interruptions and damage to equipment from more challenging operating conditions. Social factors are a moderately negative consideration as offshore operations are, in our view, more prone to fatal accidents given the inherent risks of operating in more challenging environments." OI S.A.: Chapter 15 Case Summary -------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Oi S.A. (Lead Debtor) 23-10193 Rua do Lavradio, No. 71, 2nd Floor Rio de Janeiro RJ 20230-070 Brazil Oi Brasil Holdings Cooperatief U.A. 23-10194 Delflandlaan 1 (Queens Tower), Office 705 Amsterdam The Netherlands Portugal Telecom International Finance B.V. 23-10195 Business Description: The Debtors and their non-debtor affiliates comprise one of the world's largest telecommunications enterprises and play a critical role in Brazil's modern telecom infrastructure. The Oi Group provides services such as fixed-line data transmission and network usage for phones, internet, and cable, Wi-Fi hot-spots in public areas, and data and IT services. Foreign Proceeding: Duly appointed by the Debtor's Board of Officers as foreign representative of the Debtor in connection with the foreign proceeding (case number 0809863- 36.2023.8.19.0001) pending before the 7th Business Court of Rio de Janeiro. Chapter 15 Petition Date: February 8, 2023 Court: United States Bankruptcy Court Southern District of New York Judge: Hon. John P. Mastando III Foreign Representative: Antonio Reinaldo Rabelo Filho Rua Barao da Torre, 550, Apt. 201, Ipanema Rio de Janeiro RJ 22411-002 Brazil Foreign Representative's Counsel: Philip M. Abelson, Esq. Ricardo M. Pasianotto, Esq. Lilian M. Marques, Esq. WHITE & CASE LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 819-8200 Email: philip.abelson@whitecase.com ricardo.pasianotto@whitecase.com lilian.marques@whitecase.com - and - Richard S. Kebrdle, Esq. Amanda Parra Criste, Esq. 200 South Biscayne Boulevard, Suite 4900 Miami, Florida 33131 Tel: (305) 371-2700 Email: rkebrdle@whitecase.com aparracriste@whitecase.com - and - Jason N. Zakia, Esq. 111 South Wacker Drive, Suite 5100 Chicago, IL 60606 Tel: (312) 881-5400 jzakia@whitecase.com Estimated Assets: Unknown Estimated Debt: Unknown Full-text copies of two of the Debtors' Chapter 15 petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XUQZTPY/Oi_SA_and_Antonio_Reinaldo_Rabelo__nysbke-23-10193__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/Z6RYI7Y/Oi_Brasil_Holdings_Cooperatief__nysbke-23-10194__0001.0.pdf?mcid=tGE4TAMA OLD MAJESTIC: Seeks to Hire Carrie K Montgomery CPA as Accountant ----------------------------------------------------------------- Old Majestic Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to hire Carrie K Montgomery CPA. The Debtor requires an accountant to: a. assist in filing all required tax returns and financial statements; b. assist with the general record keeping and financial bookkeeping requirements for tax purposes and for the Chapter 11; c. assist in projecting five-year income and expense statements; and d. assist in all other accounting matters. The firm will charge $100 per hour for its services. As disclosed in court filings, Carrie K Montgomery CPA is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Carrie K. Montgomery, CPA Carrie K Montgomery CPA 3258 Stein St Mobile, AL 36608 Phone: 251-604-7140 About Old Majestic Brewing Company Old Majestic Brewing Company, LLC is a craft beer distribution brewery in Mobile, Ala. Old Majestic Brewing Company filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 22-12666) on Dec. 28, 2022, with $108,817 in assets and $1,170,543 in liabilities. Chad Marchand, manager and member of Old Majestic Brewing Company, signed the petition. Judge Henry A. Callaway presides over the case. The Debtor tapped Marion E. Wynne, Jr., Esq., at Wilkins, Bankester, Biles & Wynne, P.A. as legal counsel and Carrie K Montgomery CPA as accountant. ONE IMPORTERS: Unsecured Creditors to Recover 25% over 5 Years -------------------------------------------------------------- One Importers and Distributors, LLC filed with the U.S. Bankruptcy Court for the District of Massachusetts a Plan of Reorganization under Subchapter V dated February 2, 2023. The Debtor operates a commercial bakery doing business as Terra Nossa in Rockland, Massachusetts. The Debtor produces a variety of Brazilian breads, pastries and snack foods at its production facility at 100 Weymouth Street, Unit G2, Rockland, Massachusetts (the "Property"). The primary cause of the Debtor's bankruptcy filing was a pending levy on execution of judgment of the Property by Arlindo Galdeano ("Galdeano") a former co-owner of the Debtor and the Debtor's largest current creditor. Mr. Galdeano sued the Debtor, Damota and Araujo after the Debtor failed to make payments to Galdeano with Damota's purchase of Galdeano's interest in the Debtor to Ms. Damota. Galdeano obtained a default judgment against the Debtor, Damota and Araujo in October, 2020 and recorded its levy on execution in the Plymouth County Registry of Deeds on May 25, 2021 perfecting its lien on the Property. Galdeano had scheduled a sheriff's sale of the Property for November 10, 2022 which was stayed by the bankruptcy filing. Had the Property been seized and sold as intended, the Debtor would most likely have been forced to cease operations. The Plan will be funded from the Debtor's cash on hand as of the Effective Date of the Plan and from its future operating income. The Plan provides for payment in full of the secured claims of the Town of Rockland and the Condominium Association in 12 equal monthly installments commencing on the Effective Date of the Plan. The Plan further provides for the bifurcation of the Galdeano Claim into secured and unsecured claims. The secured portion of the Galdeano Claim will be paid with interest in equal monthly installments over a period of 10 years beginning on the Effective Date of the Plan. The unsecured portion of the claim will be treated as a General Unsecured Claim pursuant to this Plan. The U.S. Small Business Administration will retain its lien on the Debtor's personal property and will be paid pursuant to its contract with the Debtor. Finally, General Unsecured Claims, including the unsecured portion of Galdeano's claim shall a total dividend of 25% to be paid in quarterly installments over a five-year period beginning on the Effective Date of the Plan. The Debtor's principal, Maria Damota, will retain her equity interest in the Debtor. Class 4 consists of the General Unsecured Claims. The Debtor has identified General Unsecured Claims totaling $230,774.18, including the under secured portion of the Galdeano Claim. General unsecured claims will receive a total dividend payment of 25% of their claims. The payments will be made on a quarterly basis over five years with 2% being paid in the first year, 5 % being paid in the second year and third years, 6% in the fourth year and 7% in the fifth. This Class is impaired. Class 5 consists of the secured claim of the U.S. Small Business Administration (the "SBA"). The SBA's claim of $154,779.73 is fully secured by a UCC-1 Financing Statement establishing a lien over all of the Debtor's property, other than the Property with an estimated value, as of the Petition Date, of $223,450. The Debtor will pay the SBA pursuant to its contract providing for monthly payments of $699.30 per month for a term of 30 years. This class is unimpaired. Class 6 consists of the Debtor's sole equity holder Maria Damota. Damota shall retain her ownership interest in the Debtor following confirmation of the Plan and will continue in her role as the Debtor's manager. This Class is unimpaired. The Plan will be funded by the Debtor's cash on hand and its anticipated future revenue as reflected in the Statement of Financial Projections attached to this Plan. As of the date of this Plan, the Debtor has approximately $37,475.00 in its operating account. In addition, the Debtor will receive $14,600.00 from the sale of its 2015 Isuzu Box Truck on January 26, 2023. Upon approval of the confirmation of this Plan, or any amended plan, and approval of applicable fee applications, these funds will be applied to allowed administrative claims on the Effective Date of the Plan. A full-text copy of the Plan of Reorganization dated February 2, 2023 is available at https://bit.ly/3YjsO8w from PacerMonitor.com at no charge. Debtor's Counsel: Marques C. Lipton, Esq. Lipton Law Group, LLC 945 Concord Street Framingham, MA 01701 Telephone: (508) 202-0681 Email: marques@liptonlg.com 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. ORBIT ENERGY: Wins Cash Collateral Access Thru March 4 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized Orbit Energy & Power, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through March 4, 2023. The Debtor requires immediate authority to use cash collateral to continue its business operations without interruption toward the objective of formulating an effective plan of reorganization. The Debtor represents that as of the Petition Date, the claims and liens of Republic Bank were (a) valid, binding, enforceable, non-avoidable, and properly perfected and were granted to, or for the benefit of, Republic Bank for fair consideration and reasonably equivalent value; (b) senior in priority over any and all other liens on its prepetition collateral; (c) enforceable in accordance with the terms of the prepetition loan documents; and (d) constitute allowed, secured claims within the meaning of sections 502 and 506 of the Bankruptcy Code. As adequate protection, the Debtor will make $53,000 in monthly payments to Republic Bank. As further adequate protection, Republic Bank is granted a replacement perfected security interest under Section 361(2) of the Bankruptcy Code to the extent the cash collateral is used by the Debtor, to the extent and validity and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that Republic Bank may have held in the Debtor's pre-petition collateral. To the extent the adequate protection provided for proves insufficient to protect the interest of Republic Bank in and to the cash collateral, Republic Bank will have a super-priority administrative expense claim, pursuant to Section 507(b) of the Bankruptcy Code, senior to any and all claims against the Debtor under Section 507(a), whether in this proceeding or in any superseding proceeding, subject to payments due under 28 U.S.C. section 1930(a)(6). The replacement liens and security interests granted are automatically deemed perfected upon entry of the Order without the necessity of Republic Bank taking possession, filing financing statements, mortgages or other documents only to the same extent priority and validity as existed pre-petition. A further interim hearing on the matter is set for February 16 at 5 p.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3YgHQfb from PacerMonitor.com. The Debtor projects total cash disbursements, on a weekly basis, as follows: $575,000 for the week ending February 10, 2023; $350,000 for the week ending February 10, 2023; $576,000 for the week ending February 10, 2023; and $158,000 for the week ending February 10, 2023. About Orbit Energy & Power, LLC Orbit Energy & Power, LLC is a renewable energy company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-19628) on December 6, 2022. In the petition signed by Sean Angelini, managing member, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Andrew B. Altenburg, Jr., oversees the case. Abert A. Ciardi III, Esq., at Ciardi Ciardi & Astin, represents the Debtor as counsel. ORTIZ A TRUCKING: Amends Plan to Include SBA Secured Claims ----------------------------------------------------------- Ortiz A Trucking, LLC, submitted a Final Plan of Reorganization dated February 2, 2023. Following the commencement of its Chapter 11 case, the Debtor filed an emergency motion with the Bankruptcy Court requesting turnover of the Truck. On July 5, 2022, the Bankruptcy Court entered an order granting Debtor's emergency motion for turnover and the Debtor commenced the process of recovering the Truck so it could continue operations for the benefit of its estate. Class 3A consists of the Allowed Secured Claim of the United States Small Business Administration ("SBA") in the amount of $4,850.00 which is secured by substantially all of the Debtor's personal property (the "Class 3A Collateral"). In full satisfaction of its Allowed Class 3A Claim, the SBA shall retain its lien on the Class 3A Collateral and shall receive monthly principal and interest payments commencing on the Effective Date based on a 12-month amortization schedule at 3.750% interest with the SBA's Class 3A Claim paid in full on the 12th month following the Effective Date. The balance of the SBA's Allowed Claim shall be entitled to receive treatment as a general unsecured claim consistent with the terms and conditions of Class 4. Upon payment of the Class 3A Claim in full, the Allowed Secured Claim of the SBA shall be fully satisfied and any associated liens and UCC-1 filings (if any) shall be released, withdrawn or terminated. Class 3A is Impaired. Like in the prior iteration of the Plan, Allowed Class 4 General Unsecured Claims shall receive annual pro rata distributions of the Debtor's Disposable Income over a term of 3 years from the Effective Date after Administrative Claims and Priority Claims are satisfied in full. In addition to the receipt of Debtor's Disposable Income, Class 4 Claimholders shall receive a pro rata share of the net proceeds recovered from all Causes of Action after payment of professional fees and costs associated with such collection efforts, and after Administrative Claims and Priority Claims are paid in full. The maximum Distribution to Class 4 Claimholders shall be equal to the total amount of all Allowed Class 4 General Unsecured Claims. Class 4 is Impaired. The Plan contemplates the Debtor will continue to manage and operate its business in the ordinary course, but with restructured debt obligations. It is anticipated that the Debtor's continued operations, which mainly involve providing nationwide freight transport services, will be sufficient to make the Plan Payments. Funds generated from the Debtor's operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Final Plan of Reorganization dated February 2, 2023 is available at https://bit.ly/3x9twt6 from PacerMonitor.com at no charge. Attorneys for the Debtor: Daniel A. Velasquez, Esq. Latham Luna Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: dvelasquez@lathamluna.com About Ortiz A Trucking Ortiz A Trucking, LLC, is a licensed and bonded freight shipping and trucking company running freight hauling business from Winter Haven, Florida. Ortiz A Trucking, LLC, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02366) on June 13, 2022. Daniel A Velasquez, of Latham, Luna, Eden & Beaudine, LLP, is the Debtor's counsel. PLAYA HOTELS: Invesco Ltd. Has 4.2% Equity Stake as of Dec. 30 -------------------------------------------------------------- Invesco Ltd., in its capacity as a parent holding company to its investment advisers, disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 30, 2022, it beneficially owns 6,756,216 shares of common stock of Playa Hotels & Resorts NV, representing 4.2 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1692412/000091420823000041/SEC13G_Filing.htm About Playa Hotels & Resorts Playa Hotels & Resorts N.V. is an owner, operator and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations in Mexico and the Caribbean. As of Sept. 30, 2022, Playa owned and/or managed a total portfolio consisting of 25 resorts (9,352 rooms) located in Mexico, Jamaica, and the Dominican Republic. In Mexico, Playa owns and manages Hyatt Zilara Cancun, Hyatt Ziva Cancan, Wyndham Alltra Cancun, Wyndham Alltra Playa del Carmen, Hilton Playa del Carmen All-Inclusive Resort, Hyatt Ziva Puerto Vallarta and Hyatt Ziva Los Cabos. In Jamaica, Playa owns and manages Hyatt Zilara Rose Hall, Hyatt Ziva Rose Hall, Hilton Rose Hall Resort & Spa, Jewel Grande Montego Bay Resort & Spa and Jewel Paradise Cove Beach Resort & Spa. In the Dominican Republic, Playa owns and manages the Hilton La Romana All-Inclusive Family Resort, the Hilton La Romana All-Inclusive Adult Resort, Hyatt Zilara Cap Cana and Hyatt Ziva Cap Cana. Playa owns two resorts in the Dominican Republic that are managed by a third-party and manages eight resorts on behalf of third-party owners, one of which is currently closed for renovations but expected to open in late 2022. Playa Hotels reported a net loss of $89.68 million for the year ended Dec. 31, 2021, a net loss of $262.37 million for the year ended Dec. 31, 2020, and a net loss of $4.36 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $2.15 billion in total assets, $1.43 billion in total liabilities, and $713.73 million in total shareholders' equity. PRECAST LLC: Seeks to Hire HallerColvin PC as Bankruptcy Counsel ---------------------------------------------------------------- Precast, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to employ HallerColvin PC to handle its Chapter 11 case. The Debtor will employ the firm under a general retainer. The firm and its attorneys represent no interest adverse to the Debtor or the estate. The firm can be reached through: Daniel J. Skekloff, Esq. Scot T. Skekloff, Esq. Martin E. Seifert, Esq. HallerColvin PC 444 East Main Street Fort Wayne, IN 46802 Telephone: (260) 426-0444 Facsimile: (260) 422-0274 Email: dskekloff@hallercolvin.com sskekloff@hallercolvin.com mseifert@hallercolvin.com About Precast LLC Precast, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ind. Case No. 23-10085) on Jan. 30, 2023, listing under $1 million in both assets and liabilities. William A. Kriesel, president, signed the petition. Daniel J. Skekloff, Esq., Scot T. Skekloff, Esq., and Martin E. Seifert, Esq., at HallerColvin PC serve as the Debtor's legal counsel. PRESTIGE HOMECARE: Plan Confirmed Subject to Alterations -------------------------------------------------------- Judge Shelly D. Rucker entered an order that the Plan of Prestige Homecare, LLC, as corrected at the confirmation hearing, dated December 22, 2022 is confirmed, as amended by this Order, and any objections to confirmation of the Plan have been or will be withdrawn upon entry of this Order. The Plan is confirmed under Sec. 1191(a), subject to the following alterations: a. On Plan page 5, addressing the treatment of Class 5, the payment figure of "$1,683.00" is removed and replaced by "$5,049.00". b. On Plan page 12, paragraph 9.4 is deleted in its entirety. c. Finally, to resolve the U.S. Trustee's object, the Court hereby orders that the Debtor file the following documents by no later than 5 days from entry of this Order: (1) the November monthly operating report, (2) the December monthly operating report, and (3) the Debtor's most recent tax return. The Debtor and its respective agents and attorneys are authorized, empowered, and directed to carry out all of the provisions of the Plan and to perform such acts and execute and deliver such documents as are necessary or appropriate in connection with the Plan and this Order. On the Effective Date, the Plan, and all documents to be executed in conjunction therewith, shall become immediately effective and binding. The Effective Date is March 31, 2023. All holders of claims and interests impaired under the Plan have been given adequate opportunity to vote to accept or reject the Plan. As shown on Debtor's Report on Acceptances of the Debtor's Plan of Reorganization ("Summary of Ballots") holders of allowed claims or interests in Classes 3, 4, and 5 have accepted the Plan within the meaning of s 1129(a) of the Code, or will accept the Plan upon entry of this Order, providing 100% acceptance of this Plan. At least one class of claims of the Debtor that is impaired under the Plan has accepted the Plan, determined without including the acceptance of the Plan by any insider of the Debtor holding a claim of such class. The class with impaired claims that has accepted the Plan is Class 5. Third Amended Plan According to the Debtor's Third Amended Chapter 11 Plan of Reorganization, the Debtor is dedicated to ensuring that its business becomes more profitable. In furtherance of that goal, Debtor is committed to the obligations of this Chapter 11 Plan, which will allow Debtor to resume its focus on running the business. The Debtor's financial projections will show that the Debtor will have projected disposable income (as defined by s. 1191(d) of the Code) for the period described in s 1191(c)(2) sufficient to fund the Plan. The final Plan Payment is expected to be paid 48 months after confirmation. Non-priority unsecured creditors holding allowed claims will receive pro rata distributions totaling $105,600 to the class, which equates to a dividend of 54.5%. This Plan also provides for the payment of administrative claims. Class 5 All Allowed NonPriority Unsecured Claims. The Plan provides a pool of $105,600.00 to be paid prorata to the claimholders in this class. The Debtor shall pay $6,600.00 per calendar quarter for 48 months. These funds shall be distributed quarterly by paying a pro-rata dividend to the claimholders in this class beginning on the 15th of the month following the Effective Date of the plan. The Debtor shall have 30 days to cure any default. Except for the Hill claimants, the DOL claimants will be paid c/o the Department of Labor. These claims shall be paid directly by the Debtor to the DOL. The percentage to be paid DOL of the quarterly payment is 76.5% or $5,049.00. Debtor believes it will pay 54.5% to Class members. Class 5 is impaired. The Debtor will continue overseeing the operation of its business to generate income, meet its expenses, and to fund the Plan. The Debtor proposes to pay $7,095 per quarter necessary to pay all administrative costs, priority claims, and unsecured claims in Class 3, Class 4 and Class 5 as specified in Article 4 of this proposed plan. Attorney for the Debtor: David J. Fulton, Esq. SCARBOROUGH & FULTON P.O. Box 11472 Chattanooga, TN 37401 Tel: (423) 648-1880 E-mail: djf@sfglegal.com A copy of the Order dated Jan. 27, 2023, is available at https://bit.ly/3JrkYFm from PacerMonitor.com. About Prestige Homecare Prestige Homecare, LLC is a for-profit limited liability company formed and organized under Tennessee law and currently conducting business as an in-home provider of healthcare and companionship services to patients in the Tennessee, Georgia, and Alabama Tri-State area. Prestige Homecare filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 22-11084) on May 23, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Brenda G. Brooks serves as Subchapter V trustee. Judge Shelley D Rucker presides over the case. David J. Fulton, Esq., at Scarborough & Fulton and S&T Services, Inc., serve as the Debtor's legal counsel and accountant, respectively. PURIFYING SYSTEMS: Seeks to Tap Jennifer Liu of JMLIU as Accountant ------------------------------------------------------------------- Purifying Systems, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Jennifer Liu, owner of JMLIU CPA Accountancy Corp, as its accountant. The accounting services to be rendered by Ms. Liu include preparing monthly operating reports, setting up 20 Quickbooks account system, providing data necessary for interim statements, and booking services. Ms. Liu received a retainer in the amount of $5,000. The Debtor agrees to pay the accountant an hourly fee of $350. The Debtor is also responsible for a $40 monthly subscription fee for the online Quickbooks to keep track of its financial transactions. Ms. Liu disclosed in a court filing that she does not have prior connection with the Debtor and does not hold any pre-bankruptcy claim. Ms. Liu can be reached at: Jennifer M. Liu, CPA, MBT JMLIU, CPA, Accountancy Corp. 9454 Wilshire Blvd. Ste 628 Beverly Hills, CA 90212 Cell Phone: (310) 801-2479 Email: jmliucpa@gmail.com About Purifying Systems Purifying Systems, Inc. provides equipment for any water treatment, from water softeners and chemical pumps to reverse osmosis units. The company is based in Alhambra, Calif. Purifying Systems sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-16301) on Nov. 16, 2022. In the petition signed by Jaime I. Magana, secretary, the Debtor disclosed up to $500,000 in assets. Judge Barry Russell oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is the Debtor's legal counsel. R&M DISTRIBUTORS: Seeks to Hire Juan Bigas Valedon as Counsel ------------------------------------------------------------- R&M Distributors, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Juan Bigas Valedon, Esq., and his firm, Juan C. Bigas Valedon Law Office, to handle its Chapter 11 case. Mr. Bigas, the firm's principal, will be paid at his hourly rate of $250, plus reimbursement for expenses incurred. The attorney received a retainer of $10,000 from the Debtor. Mr. Bigas 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 attorney can be reached at: Juan C. Bigas Valedon, Esq. Juan C. Bigas Valedon Law Office 4ta. Ext. El Monte 63-D Granada Street Ponce, PR 00730 Telephone: (787) 259-1000 Facsimile: (787) 633-1253 About R&M Distributors R&M Distributors, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-03718) on Dec. 23, 2022, with $100,001 to $500,000 in both assets and liabilities. Judge Mildred Caban Flores oversees the case. Juan C. Bigas-Valedon, Esq., at Juan C. Bigas Valedon Law Office represents the Debtor as counsel. RAINMAKER HEALTH: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Rainmaker Health Solutions, Inc., d/b/a Pearl Vision, asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral with respect to Huntington National Bank, which may assert a lien or security interest in the Debtor's cash collateral; and, to the extent necessary, Leaf Capital Funding, LLC. The Debtor requires the use of cash collateral to successfully reorganize. The Debtor is suffering from cash flow issues as a result of decreased revenue and increased expenses due to the COVID-19 Pandemic. The decreased revenue coupled with the increased expenses are making it difficult for the Debtor to meet its financial obligations on an ongoing basis. In addition, due to the financial structure of the Debtor, it would be economically advantageous for the Debtor to be owned by an eye doctor. As of the Petition Date, the Debtor has $19,762 of cash in deposit accounts, and the Debtor is owed $17,414 in accounts receivable. The Debtor's other personal property (consisting of inventory, office furniture, fixtures and optical equipment) is valued at $131,495. The Debtor's earnings going forward may arguably be subject to creditors' alleged liens, and to the extent the future earnings may be deemed to be cash collateral, the Debtor seeks authority to use same. On May 29 and June 1, 2020, The Huntington National Bank, for a U.S. Small Business Administration loan, filed a UCC Statement against the Debtor's assets. On June 5, 2022, Huntington filed a UCC Statement against the Debtor's assets. It appears this UCC Statement is related to Huntington, to which the Debtor owes $528,107. However, Huntington does not have a deposit control agreement with the Debtor or the Debtor's bank, and therefore its lien on the Debtor's deposit accounts is unenforceable. The Debtor believes the property against which Huntington holds a valid lien consists of $17,414 in accounts receivable; and other personal property valued at $131,495, for a total aggregate value of $148,909 of personal property that is subject to Huntington's liens. On March 25, 2022, a UCC Statement was filed by Leaf Capital Funding, LLC, against "Topcon Healthcare Optical Equipment in addition, the collateral also shall include all parts, accessories, accessions and attachments thereto, and all repayments, substitutions and exchanges (including trade-ins)." The Debtor owes Leaf Capital $40,390. The Debtor believes the property against which Leaf Capital holds a valid lien on the equipment valued at $41,635; and, arguably, perhaps also on the proceeds therefrom. As adequate protection for the use of the creditors' cash collateral (if any), the Debtor proposes to grant the creditors a replacement lien with the same validity, extent, and priority as their respective prepetition lien(s). A copy of the Debtor's motion and budget is available at https://bit.ly/3DVrHUn from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $36,232 for February 2023; $37,233 for March 2023; $36,533 for April 2023; $29,233 for May 2023; $29,733 for June 2023; and $30,233 for July 2023. About Rainmaker Health Solutions, Inc. Rainmaker Health Solutions, Inc. operates a Pearle Vision franchise located at 11024 W. Colonial Drive, Ocoee, FL 34761, providing services ranging from comprehensive eye care to fitting prescription eyeglasses, sunglasses, and contact lenses. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:23-bk-00447) on February 6, 2023. In the petition signed by Kim Dawson, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, represents the Debtor as legal counsel. RAKKI LLC: Unsecureds Will Get 100% of Claims over 5 Years ---------------------------------------------------------- Rakki LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas a Consensual Plan of Reorganization dated January 2, 2023. The Debtor is the parent company of 3 separate sushi restaurants that are managed and operated in the Dallas Fort Worth area. The Debtor had to file bankruptcy due aggressive tactics of the multiple merchant cash advance companies. These tactics and the lockup of the business bank account by the merchant cash advance companies put an impossible strain on the finances of the company, including the withdrawal of funds and the inability to allow it to pay employees or operate. The Debtor is the parent company of 3 separate sushi restaurants that are managed and operated in the Dallas Fort Worth area. To that end, the Debtor owns equipment, furniture, supplies and raw materials in order to operate its business. Debtor has restaurant tables, chairs, refrigerators, and other commercial appliances. There are fully secured creditors as to this property based on the liquidation analysis and UCC filings. Any secured creditor not treated in this Plan as fully secured are therefore under secured. Debtor's Plan of Reorganization provides for the continued operations of the Debtor in order to make payments to its creditors as set forth in this Plan. Debtor seeks to confirm a consensual plan or reorganization so that all payments to creditors required under the Plan will be made directly by the Debtor to its creditors. Class 7 consists of Allowed Impaired Unsecured Claims and are impaired. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next 5 years beginning not later than the 15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the additional 4 years remaining on this date. Nothing prevents Debtor from making monthly or quarterly distributions that may begin on the 15th day of the month after the effective date of confirmation, so long as 1/5 of the annual distributions to the general allowed unsecured creditors are paid by each yearly anniversary of the confirmation date of the plan. Debtor will distribute up to $996,188.06 to the general allowed unsecured creditor pool over the 5-year term of the plan. The Debtor's General Allowed Unsecured Claimants will receive 100% of their allowed claims under this plan. Class 8 consists of Equity Interest Holders (Current Owner) and are not impaired under the Plan. The current owner will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Class 8 Claimants are not impaired under the Plan. Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Plan of Reorganization dated February 2, 2023 is available at https://bit.ly/3HPBwV2 from PacerMonitor.com at no charge. Counsel for Debtors: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About Rakki LLC Rakki LLC is the parent company of 3 separate sushi restaurants that are managed and operated in the Dallas Fort Worth area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-42669) on November 4, 2022. In the petition signed by Viet Nguyen, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Robert C. Lane, Esq., at The Lane Law Firm, is the Debtor's legal counsel. RENTZEL PUMP: Plan Confirmed After Amendments --------------------------------------------- Judge Sarah Hall has entered an on order confirming the Plan of Reorganization of Rentzel Pump Manufacturing, LP. Based on the objections of Oklahoma State Bank ("OSB") and Small Business Administration ("SBA"), the Debtor amends the Plan to provide the following regarding the OSB and SBA claims: Exhibit "C" to the Plan provides detailed language regarding the treatment of OSB's claim, which with respect to Loan 5003, the SBA guaranteed the debt to OSB. The parties stipulate, and further based on the United States Trustee's Objection, the following language is removed from the Plan, and in no way included in the Order Confirming Plan: "With respect to Loan 5003, third-party guarantors, including, but not limited to, Rhonda M. Rentzel, Rentzel Properties, LLC, Rentzel Energy Equipment Company, Randall Rentzel will be forever released and forever discharged from their liability on and guarantee of Loan 5003." Based on the objection of Bancfirst, Debtor incorporates the following in the Plan: Debtor is a guarantor of certain debts owed by its affiliate, Pump Systems Management, Inc. ("PSM"). Those debts are owed to BancFirst pursuant to a settlement reached in a separate state court action styled BancFirst v. Pump Sys. Mgmt., Inc. et al., Case No. CJ-2019-169, Pott. Cty., Oklahoma ("State Court Action"). Specifically, as of the date Debtor filed bankruptcy, Debtor was a guarantor of 2 Promissory Notes ("Notes") that PSM executed in favor of BancFirst, which notes are related to, and constitute the settlement of, PSM's underlying obligations to BancFirst under Loan # 7500 and Loan # 7600 (referred to collectively as the "BancFirst Debts"). Prior to filing bankruptcy, BancFirst, Debtor, PSM and the other parties involved in the State Court Action entered in a global settlement of all claims and issues. As part of the settlement agreement, PSM is required to make certain payments on the BancFirst Debts, pursuant to the two Notes that it executed. If PSM makes the required payments on the BancFirst Debts, Debtor is not obligated to make any payments to BancFirst. Because Debtor is a guarantor of the BancFirst Debts, however, Debtor has a contingent liability to BancFirst through its guaranties of the BancFirst Debts. Bases on the foregoing, Debtor and Bancfirst agree to the following treatment of the BancFirst Debts in the Debtor Chapter 11 Plan: * Debtor shall be deemed to have released all of its claims and counterclaims against BancFirst, either asserted or unasserted in the State Court Action, which it agreed to do pursuant to the parties' written settlement agreement in the State Court Action prior to filing bankruptcy, with said release to be approved by the bankruptcy court as a compromise pursuant to Bankr. Rule 9019, with said approval effective upon the Court's approval of Debtor's Plan; * BancFirst shall reduce its claim in the Debtor's bankruptcy to a single unsecured claim, in the amount of the BancFirst Debts, based solely upon Debtor's guaranties and its contingent liability for the amounts owed by PSM to BancFirst under the State Court Action settlement; * BancFirst shall receive an ordinary distribution as an unsecured creditor if Debtor makes any unsecured creditor distributions pursuant to its Plan, which shall constitute an offset to the debts owed by PSM under the Notes and BancFirst Debts; * Provided Debtor completes its Plan and the bankruptcy process, its guaranties of the PSM Notes and its contingent liability of the BancFirst Debts, shall be discharged through the bankruptcy process. Reorganization Plan Rentzel Pump Manufacturing's Plan of Reorganization proposes to pay Debtor's creditors from the revenue generated by Debtor. Currently, many of Debtor's customers are experiencing record prices for their products and because of these favorable "tail winds", quotation activity and bookings are increasing. With the combination of increased market activity coupled with the significant reduction in overhead cost plus restructuring under Subchapter V, Debtor believes it has stopped the bleeding and will return to long term growth and profitability. The Debtor will pay all of its projected disposable income over 60 months to the general unsecured pool of creditors. A copy of the Order dated Jan. 27, 2023, is available at https://bit.ly/3HlMOjC from PacerMonitor.com. Attorney for the Debtor: Gary D. Hammond, Esq. MITCHELL & HAMMOND An Association of Professional Entities 512 N.W. 12th Street Oklahoma City, OK 73103 Tel: (405) 216-0007 Fax: (405) 232-6358 E-mail: gary@okatty.com - and - Amanda R. Blackwood, Esq. BLACKWOOD LAW FIRM, PLLC PO Box 6921 Moore, OK 73153 Tel: (405) 232-6358 Fax: (405) 378-4466 E-mail: amanda@blackwoodlawfirm.com About Rentzel Pump Manufacturing Rentzel Pump Manufacturing, LP, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-10541) on May 25, 2022. In the petition signed by Randall Rentzel, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Sarah A. Hall oversees the case. Gary D. Hammond, Esq., at Mitchell & Hammond is the Debtor's counsel. Oklahoma State Bank, as lender is represented by Phillips Murrah, P.C. RICH'S DELICATESSEN: Court OKs Cash Collateral Access Thru March 8 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Rich's Delicatessen and Liquors, Inc. to use cash collateral on an interim basis under the same terms and conditions as set forth in the previous order. The Debtor is permitted to use the funds in its checking accounts as well as the payroll account to pay actual, ordinary course of business, subject to the budget. The terms of the order will expire on March 8, 2023 at 5 p.m. A continued hearing on the matter is set for March 7 at 1:30 p.m. A copy of the order is available at https://bit.ly/3YklglY from PacerMonitor.com. About Rich's Delicatessen and Liquors, Inc. Rich's Delicatessen and Liquors, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-13693) on November 28, 2022. In the petition signed by Izabela Machnicki, secretary-vice president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Jacqueline Cox oversees the case. David Herzog, Esq., at David Herzo Law, is the Debtor's legal counsel. RICHMOND HOSPITALITY: Taps MYC & Associates as Real Estate Broker ----------------------------------------------------------------- Richmond Hospitality, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ MYC & Associates, Inc. The Debtor requires a real estate broker to market and sell its interest in the ground lease and in the 80-room hotel located at 100-110 South Bridge St., Staten Island, N.Y. MYC will be paid as follows: a) If there is competitive bidding, a 5 percent buyer's premium will be charged to the successful bidder. If MYC earns a commission, the firm will absorb all marketing and advertising expenses in connection with the sale of the project and ground lease. b) The Debtor has received a stalking horse bid. If the stalking horse bidder is deemed to be the winning bidder, the Debtor will pay MYC a fee of $75,000 and will reimburse the firm up to $35,000. As disclosed in court filings, MYC is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Marc P. Yaverbaum MYC & Associates, Inc. 1110 South Ave. Staten Island, NY 10314 Tel: 347-273-1258 Email: my@myccorp.com About Richmond Hospitality Richmond Hospitality, LLC is a real estate hotel development owner and operator that was poised to develop an 80-room Best Western Vibe hotel in Staten Island. Richmond Hospitality filed its voluntary petition under Chapter 7 of the Bankruptcy Code on March 16, 2022. On May 18, 2022, the court ordered the conversion of the case to one under Chapter 11 (Bankr. E.D.N.Y. Case No. 22-40507). At the time of the filing, the Debtor listed $1 million to $10 million in both assets and liabilities. Judge Jil Mazer-Marino presides over the case. Joseph S. Maniscalco, Esq., at LaMonica Herbst & Maniscalco, LLP and Stuart R. Berg, P.C. serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. RITE AID: Moody's Cuts CFR to Caa2 & Senior Secured Notes to Caa3 ----------------------------------------------------------------- Moody's Investors Service downgraded Rite Aid Corporation's corporate family rating to Caa2 from B3 and its probability of default rating to Caa3-PD from B3-PD. Moody's also downgraded the rating of Rite Aid's senior secured asset based revolving credit facility ("ABL") to B2 from B1, its senior secured FILO term loan to B3 from B2, its senior secured notes to Caa3 from B3, its senior unsecured notes to Ca from Caa2 and its speculative grade liquidity rating ("SGL") to SGL-3 (adequate liquidity) from SGL-2 (good liquidity). The rating outlook remains stable. The downgrades reflects Moody's view that the company's capital structure is unsustainable at its current level of earnings which, when combine with its debt maturities in 2025, increases the chances of a debt restructuring that would be deemed a distressed exchange. Rite Aid's progress at improving operations has been slow and its operating earnings and free cash flow have declined significantly resulting in weak credit metrics. Debt to EBITDA reached a high of 6.8x for the LTM ended November 26, 2022 from 5.4x in fiscal 2022 (ending February 26) and EBIT to interest dropped to 0.4x from 0.9x for the same period. Over the next 12-18 months Moody's expects weak organic growth and for leverage to remain high at about 6.5x and for EBIT to interest to remain below 1.0x. The downgrade of Rite Aid's speculative grade liquidity rating to SGL-3 from SGL-2 reflects Rite Aid's adequate liquidity. At November 26, 2022, the company had about $1.3 billion available under its $2.85 billion ABL revolving credit facility expiring in August 2026. The ABL's maturity is subject to an earlier maturity on March 2025 if the company has not repaid or refinanced its existing senior secured notes due July 2025 prior to such date. Given the steep hurdles Rite Aid faces to improve its cash flow through operating performance improvements, Moody's believes that the company will continue to report a free cash flow deficit over the next 12 months -18 months. However, there is sufficient availability under the ABL to support any potential cash flow needs. Moody's recognizes that Rite Aid's revolving credit facility only requires the test of one financial covenant, fixed charge coverage, when total availability falls below $206 million at any time or below $257.5 million for 3 consecutive business days. Rite Aid's CIS score was lowered to CIS-5 (very highly negative) from CIS-4 (highly negative) as a result of its governance score being lowered to G-5 from G-4. The change in its governance score to G-5 from G-4 is related to both its financial strategy and risk management as well as its management credibility and track record. Downgrades: Issuer: Rite Aid Corporation Corporate Family Rating, Downgraded to Caa2 from B3 Probability of Default Rating, Downgraded to Caa3-PD from B3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Senior Secured Revolving Credit Facility, Downgraded to B2 (LGD2) from B1 (LGD3) Senior Secured Term Loan, Downgraded to B3 (LGD2) from B2 (LGD3) Senior Secured Notes, Downgraded to Caa3 (LGD4) from B3 (LGD4) Senior Unsecured Notes, Downgraded to Ca (LGD5) from Caa2 (LGD6) Outlook Actions: Issuer: Rite Aid Corporation Outlook, Remains Stable RATINGS RATIONALE Rite Aid's Caa2 CFR reflects its high debt to EBITDA of about 6.8x and weak EBIT to interest coverage of about 0.4x for the LTM ended November 26, 2022. Moody's expects debt/EBITDA to remain high at about 6.5x and EBIT to interest to remain below 1.0x in 2023 given the competitive pressures Rite Aid is facing. Given Moody's expectation for credit metrics to remain weak, the rating incorporates the high likelihood of a debt restructuring, which could meet Moody's determination of a distressed exchange. Debt redemption at a discount would be considered a distressed exchange and a default under Moody's methodology. The rating also reflects Rite Aid's weak market position as it lacks the scale or the balance sheet to compete effectively with much larger competitors such as CVS Health Corporation and Walgreens Boots Alliance, Inc. In the changing drug store landscape, scale has become increasingly important in competitive and evolving pharmacy sector as it exposes Rite Aid to a higher level of reimbursement rate risk. Positive rating consideration is given to Rite Aid's good availability under the company's $2.85 billion ABL and the relative stability and positive longer term trends of the prescription drug industry. The stable outlook reflects Moody's view that Rite Aid will maintain adequate liquidity over the next 12 months. It also reflects that Rite Aid's nearest debt maturity is not until 2025 and that the ratings adequately reflect the likelihood of a default and estimated recovery levels. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Rite Aid's ratings could be downgraded if expected recovery rate declines or should the likelihood of a default increase for any reason. Ratings could also be downgraded if the company's operating earnings, cash flow and liquidity do not improve. Ratings could be upgraded if Rite Aid reduces the potential for a default by refinancing its 2025 maturity in a timely and economic way. Ratings could also be upgraded if the company materially improves its operating earnings, cash flow and liquidity such that leverage and coverage improve to more sustainable levels. Rite Aid Corporation operates over 2,300 drug stores in 17 states. It also operates a full-service pharmacy benefit management company (Elixir). Revenue is about $24 billion. The principal methodology used in these ratings was Retail published in November 2021. RIVER HEIGHTS ACADEMY: S&P Lowers 2005 Revenue Bond Rating to 'CC' ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating on River Heights Academy (RHA, formerly known as Summit Academy), Mich.'s series 2005 public school academy refunding revenue bonds to 'CC' from 'B-'. The outlook remains negative. "The lowered rating reflects RHA's intent and agreement with bondholders to miss its May 1, 2023 interest payment," said S&P Global Ratings credit analyst Jesse Brady. On Jan. 20, 2023, RHA came to an agreement with a majority of its series 2005 bondholders that will permit the academy to miss its May 1, 2023 interest payment. S&P said, "Our understanding is that the current agreement only pertains to payments due in the current school year, which is limited to the May 1 interest payment, though the school continues to work with bondholders toward a restructuring of the series 2005 bonds. We understand that the school currently projects it will have insufficient resources to cover both its debt and payroll obligations in May. The likelihood of full and timely principal and interest payments due beyond June 30, 2023 remain unclear at this time." The negative outlook reflects S&P's expectation that it will likely lower the rating to 'D' on or about May 1, 2023, based on management's stated intent to miss its scheduled bond interest payment. S&P would lower the rating to 'D' once the scheduled bond interest payment is missed. Beyond the one-year outlook period, S&P's could consider a higher rating should the school resume debt service payments in full and on time, along with a successful charter renewal. ROCKWOOD MUSIC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Rockwood Music Corporation 196 Allen St New York, NY 10002-1418 Business Description: The Debtor is a promoter of performing arts, sports, and similar events. Chapter 11 Petition Date: February 9, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-10198 Debtor's Counsel: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Avenue 12th Floor New York, New York 10017 Tel: (212) 221-5700 Email: knash@gwfglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth Rockwood as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3W4UR5Y/Rockwood_Music_Corporation__nysbke-23-10198__0001.0.pdf?mcid=tGE4TAMA ROYAL CARIBBEAN: S&P Alters Outlook to Stable, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised its rating outlook on global cruise operator Royal Caribbean Cruises Ltd. to stable from negative and affirmed all ratings, including the 'B' issuer credit rating. Royal plans to issue $700 million of priority guaranteed notes to repay principal payments on debt maturing in 2023 and/or 2024. S&P assigned its 'B+' issue-level rating and '2' recovery rating to the proposed notes. The stable outlook reflects S&P's forecast for significant improvement in credit measures in 2023, despite incremental debt from ship deliveries, driven by anticipated revenue and EBITDA growth as Royal operates under more normal operating conditions and recovers to occupancy from before the COVID-19 pandemic by summer 2023. Royal's 2023 booked position provides sufficient revenue visibility to stabilize the rating outlook and should support significant improvement in credit measures this year. Royal reported on its recent earnings call that its bookings are well within historical ranges and at record prices, despite a 14% increase in capacity from 2019. Additionally, the company's booking window has moved back toward pre-pandemic levels, which contributes to the company's record-breaking "wave" season--the period early in the year when cruise operators typically enjoy significant booking activity for 2023 vacations. Furthermore, the company continues to exceed pre-pandemic onboard revenue, and pre-cruise purchases for onboard experiences (which provide some visibility into future onboard revenue) exceed prior years because of a combination of higher participation in pre-booking from customers and higher pricing for these products and services. North America sailings, about 70% of 2023 capacity, are booked in line with record 2019 levels for the full year and are ahead for the second through fourth quarters. Bookings for European itineraries, 17% of 2023 capacity, have been accelerating during wave season and are now higher than in 2019. The company's current booked position and pricing provide increased revenue visibility and should support occupancy recovering to historical levels by late spring. Combined, this should result in significant revenue and EBITDA growth compared to 2022 (and higher revenue and EBITDA than 2019). As a result, S&P expects Royal's 2023 leverage could plausibly improve to about 7x under our base-case assumptions and below our 7.5x downgrade threshold. S&P said, "Increasing macroeconomic risks, inflation, and high fuel costs could impair Royal's cash flow recovery compared to our current base-case assumptions. Rising prices and interest rates will likely eat away at household purchasing power in 2023. As a result, we now expect the U.S. economy to fall into a shallow and short recession over the next 12 months. While our baseline now includes a recession, we can't rule out chances of a harder landing if the U.S. Federal Reserve tightens further through 2023 to quell inflation." Although the shift in spending to experiences from goods may continue for a while longer, weakening macroeconomic conditions and lower accumulated savings could eventually cause consumers to pull back on travel spending. In a recession, cruise operators typically lower prices to fill ships. This could slow cash flow recovery and leverage improvement following years of very depressed cash flow and extraordinarily high leverage, especially if fuel and other costs remain elevated because of geopolitical events and inflation. Fuel costs historically are about 10% of cruise operators' total operating expenses. S&P expects this to increase given significantly higher fuel prices compared with 2019, which could weaken EBITDA and margin recovery. Royal's hedging program could reduce the impact of fuel price volatility this year. The company currently hedges 55% of its forecast consumption. Nevertheless, fuel costs will still be much higher than before the pandemic. Despite these risks, the currently wider-than-usual gap between the price of a cruise vacation and the price of a land-based vacation may alter the typical industry discounting dynamics during a recession. Additionally, an elongating booking curve that Royal has indicated is largely back to pre-pandemic levels and a strong wave season in early 2023 following the elimination of many COVID-19 restrictions provides good visibility into the company's revenue and cash flow recovery in the strong summer season. This is because significant spikes in cancellations during typical recessions are unusual. The industry's high capital intensity and need to take delivery of ships regardless of the operating environment can slow Royal's ability to reduce leverage further. Cruise operators generally must commit to new ship deliveries several years in advance. While the operators typically obtain financing commitments before delivery (often at the same time as they contract for the ship's delivery), which provides some liquidity support if cash flow declines, the incremental debt to finance ship deliveries can lead to a significant credit measure deterioration during operating weakness because their debt balances are increasing while their EBITDA declines. S&P incorporates into its base case Royal's planned ship orders in 2023, which include three ships costing $3.6 billion partly funded with approximately $2.8 billion incremental debt. However, ship deliveries in 2023 and beyond will slow its ability to more quickly reduce leverage as cash flow recovers. Further, in periods of steeply declining demand, the incremental capacity from new ships often exacerbates industry pricing pressure as operators try to match supply and demand. Between the end of 2019 and through 2022, we anticipate Royal took delivery of eight ships, four of which are smaller Silversea-brand ships. The company has seven on order for 2023 through 2026. Given the significant disruptions stemming from the COVID-19 pandemic and the extraordinary amount of debt operators incurred to survive the long period of associated cash burn, S&P believes cruise companies may be more measured in exercising future ship options and committing to additional ship orders as they try to repair their highly leveraged balance sheets. The stable outlook reflects S&P's forecast for significant improvement in credit measures in 2023, despite incremental debt from ship deliveries, driven by anticipated revenue and EBITDA growth as cruise operates under more normal operating conditions and occupancy recovers to pre-pandemic levels by summer 2023. S&P could lower its rating on Royal if: -- Operating performance in 2023 is weaker than S&P expects, such that it no longer believes leverage will improve below its 7.5x downgrade threshold; -- S&P believes it cannot generate positive free operating cash flow (net of committed ship financing); -- S&P anticipates any strain on Royal's liquidity position, likely due to weaker-than-expected demand with more of a constraint from the anticipated U.S. recession than it assumes in its current base case or additional operating restrictions that impair its operations. While unlikely in 2023 given our forecast for leverage, we could raise our ratings if S&P expects Royal will sustain adjusted leverage under 6.5x, incorporating incremental ship debt. Environmental, Social, And Governance ESG credit indicators: To E-3, S-4, G-2; from E-3, S-5, G-2 S&P said, "We believe health and safety factors have moderated enough to revise our social credit indicator to S-4 from S-5. Royal's improving occupancy and forward booked position suggest COVID-19 restrictions and consumer fears around cruising will be less of an overhang this year. Nevertheless, health and safety factors remain a negative consideration in our credit rating analysis of Royal, reflecting the leverage overhang from incremental debt issued during the pandemic to finance a long period of significant cash burn during the industry's suspension and slow recovery." Royal also faces health and safety risks such as accidents that could impair earnings and brand perception. Environmental factors are a moderately negative consideration because of the company's heavy use of fuel, which creates greenhouse gas emissions, as well as its exposure to waste and pollution risks and increasing environmental regulations. These risks could lead to an increase in its required investment spending or fines if not properly managed. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Health and safety SELAH MOUNTAIN: Seeks Cash Collateral Access -------------------------------------------- Selah Mountain Pharmacy, LLC asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to continue its business operations post-petition and maintain its inventory. The Debtor proposes to use cash collateral on an interim basis until such time as the Court schedules a final hearing on the use of cash collateral. On September 16, 2021, the Debtor entered into a Forward Purchase Agreement (Fixed ACH Delivery), Security Agreement, and Guaranty with Strategic Funding Source, Inc. d/b/a Kapitus LLC, for a loan in the original principal balance of $150,000. The Loan is structured as a purchase of future receivables. In accordance with the Security Agreement, the Debtor granted Kapitus a secured interest in substantially all of the Debtor's assets, including its inventory, equipment, accounts, deposit accounts, and accounts receivables. Kapitus perfected its interest by filing a UCC-1 financing statement with the Colorado Secretary of State through C T Corporation System as its representative on September 24, 2021, Document No. 20212093436. The Debtor's books and records reflect that Kapitus was owed at $193,560 as of the Petition Date. On September 8, 2022, the Debtor also entered into a Future Receivables Sale and Purchase Agreement with Fox Capital Group, Inc. for a loan in the original principal balance of $70,000, which was structured as a sale of future receivables. Pursuant to the Fox Loan Documents, the Debtor granted a security interest in substantially all of its assets to Fox behind Kapitus' secured interest. Fox perfected its security interest by filing a UCC-1 financing statement with the Colorado Secretary of State as "UCC Filer 6269" September 12, 2022, Document No. 20222093217. The Debtor's books and records reflect Fox was owed $65,294 as of the Petition Date. In addition to loans with Kapitus and Fox, the Debtor also entered into similarly styled loans with ROC Funding Group for a loan in the original principal amount of $30,000 and with Emerald Group Holdings, LLC d/b/a VitalCap Fund for a loan in the original principal amount of $125,000. The loans with ROC and VitalCap were similarly structured as a sale of future receivables, and similarly purported to grant a security interest in substantially all of the Debtor's assets. ROC and VitalCap perfected their respective security interests with the filing of UCC-1 financing statements on November 2, 2022 and December 29, 2022. As of the Petition Date, ROC was owed $24,580 and VitalCap was owed $27,083. As adequate protection, the Secured Creditors will be granted a post-petition lien on all postpetition accounts receivable and contracts and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of the Secured Creditors' interest in the collateral. The Debtor will only use cash collateral in accordance with the Budget, with a 15% variance. A copy of the Debtor's motion is available at https://bit.ly/3xb9Yo4 from PacerMonitor.com. About Selah Mountain Pharmacy, LLC Selah Mountain Pharmacy, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-10375) on February 3, 2023. In the petition signed by John D. Kutzko, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley, P.C., is the Debtor's legal counsel. SPL PARTNERS: To Seek Plan Confirmation on Feb. 21 -------------------------------------------------- Judge Elizabeth S. Stong has entered an order conditionally approving the Disclosure Statement of SPL Partners LLC. A hearing to consider final approval of the adequacy of the Disclosure Statement and confirmation of the Plan shall be held by video before the Honorable Elizabeth S. Stong, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Eastern District of New York on February 21, 2023 at 1:30 p.m. that objections, if any, to final approval of the adequacy of the Disclosure Statement and/or confirmation of the Plan shall be filed and served no later than February 15, 2023 at 12:00 p.m. That the Debtor shall file a Ballot tabulation and certification of acceptance and rejection of the Plan with the Clerk of the Court no later than February 17, 2023. About SPL Partners LLC Brooklyn, N.Y.-based SPL Partners LLC is a single asset real estate debtor as defined in 11 U.S.C. Section 101(51B). On Aug. 31, 2021, Xemex LLC, Stacey Angelides and Angelo Gerosavas filed an involuntary petition against SPL Partners pursuant to Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21 42248). The creditors are represented by Ralph E. Preite, Esq., at Koutsoudakis & Iakovou Law Group, PLLC. Judge Elizabeth S. Stong presides over the case. Melissa A. Pena, Esq., at Norris McLaughlin, P.A., serves as the Debtor's legal counsel. SRAK CORP: Unsecureds Will Get $624 per Month for 60 Months ----------------------------------------------------------- SRAK Corporation filed with the U.S. Bankruptcy Court for the Northern District of Texas a First Amended Joint Chapter 11 Plan of Reorganization dated February 2, 2023. The Debtor's Assets include the Gas Station located at 9225 Crowley Road, Fort Worth, Texas 76134, which includes the building, all gasoline pumps and dispensing units, point of sale systems, fuel management systems and tank gauges, imaging and signage, and all underground fuel inventory. This Plan constitutes a chapter 11 reorganization plan for the Debtor. In summary, the Plan provides for the Debtor to restructure its debts by reducing its monthly payments to the amount of the Debtor's Disposable Income. The Debtor believes that the Plan will ensure Holders of Allowed Claims will receive greater distributions under the Plan than they would if the Debtor's Chapter 11 Case was converted to Chapter 7 and the Debtor's Assets liquidated by a Chapter 7 Trustee. Class 1 consists of the Claim of Prior Subchapter V Trustee. The Debtor's prior Subchapter V Trustee, Brad W. Odell, shall be paid twelve monthly payments of $697.61 beginning 30 days after the Effective Date. Class 2 consists of Allowed Secured Claim of DIP Lenders. As of the date of this Plan, the Debtor believes the amount due to the DIP Lenders plus interest is $551,390.67. The Debtor concedes that the DIP Lenders are fully secured based on their security interest and lien on the Debtor's collateral. Based on an interest rate of 4%, the Debtor shall make 60 consecutive monthly payments commencing 30 days after the Effective Date of $9,189.84. Each of the DIP Lenders shall receive their pro rata share of the monthly payment. Class 3 consists of Allowed Secured Claim of Spectra Bank. As of the date of this Plan, the Debtor believes the amount due to Spectra Bank, including interest over the duration of the Plan, is $896,014.05. The Debtor concedes that Spectra Bank is fully secured based on its security interest and lien on the Debtor's collateral. Within 90 days after the sixtieth month, the Debtor shall pay Spectra a lump sum payment of $260,014.05. Class 4 consists of Allowed Unsecured Claims. The Debtor shall make 60 consecutive monthly payments commencing 30 days after the Effective Date of $624.00. The Holders of Allowed Unsecured Claims shall receive their pro rata share of the monthly payment. The Class 4 creditors are impaired. The allowed unsecured claims total $183,336.76. Class 5 consists of the Current Owner. The current owner will receive no payments under the Plan; however, he will be allowed to retain his ownership in the Debtor. The Class 5 Claimant is not impaired under the Plan. From and after the Effective Date, the Debtor will continue to exist as a Reorganized Debtor. By reopening the Gas Station and reducing the Debtor's monthly obligations to creditors to the Reorganized Debtor's Disposable Income, the Reorganized Debtor will have sufficient cash to maintain operations and will allow the Reorganized Debtor to successfully operate following the Effective Date of the Plan. The Debtor and APCO agree that in exchange for the Debtor's full release of the Debtor's APCO Claim, APCO agrees to recharacterize the APCO Claim to an unsecured claim in the amount of $121,500.00. APCO further agrees to be a proponent of the Plan and to release the APCO Lien on the Effective Date. APCO shall receive its pro rata share of the distributions to unsecured creditors as a Holder of an Allowed Unsecured Claim in Class 4 of the Plan. A full-text copy of the First Amended Joint Plan dated February 2, 2023 is available at https://bit.ly/3DVVexc from PacerMonitor.com at no charge. Counsel for Debtor: Brandon J. Tittle, Esq. Matthew E. Furse, Esq. GLAST, PHILLIPS & MURRAY, P.C. 14801 Quorum Drive, Suite 500 Dallas TX 75254-1449 Telephone: (972) 419-7186 Facsimile: (972) 419-8329 E-mail: btittle@gpm-law.com Email: mfurse@gpm-law.com About SRAK Corp. SRAK Corp. owns and operates the gas station located at 9225 Crowley Road, Fort Worth, Texas 76134. The company is currently owned 100% by Rajeev Gupta. SRAK Corporation sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 22-40931) on April 27, 2022. In the petition filed by Rajeev Gupta, as owner and president, SRAK Corporation listed estimated assets between $1 million and $10 million and estimated liabilities between $1 million and $10 million. Brandon J. Tittle, of Tittle Law Group, PLLC, is the Debtor's counsel. STODGHILL AND SONS: Seeks to Hire Bert L. Roos as Legal Counsel --------------------------------------------------------------- Stodghill and Sons Mining, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Bert L. Roos, PC to handle its Chapter 11 case. The firm will charge $400 per hour for the services of its attorneys and $100 per hour for legal assistants. In addition, the firm will seek reimbursement for its out-of-pocket expenses. The firm received an initial retainer in the amount of $9,500. Bert L. Roos does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Bert L. Roos, Esq. Bert L. Roos, P.C. 5045 N. 12th Street, Suite B Phoenix, AZ 85014 Phone: (602) 242-7869 Fax: (602) 242-5975 Email: blrpc85015@msn.com About Stodghill and Sons Mining Stodghill and Sons Mining, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-08528) on Dec. 28, 2022, with up to $50,000 in assets and $1 million to $10 million in liabilities. David M. Stodghill, managing member of Stodghill and Sons Mining, signed the petition. Judge Eddward P. Ballinger, Jr. oversees the case. Bert L. Roos, Esq. at Bert L. Roos, PC represents the Debtor as counsel. SYNCHRONY FINANCIAL: Fitch Rates $750MM 2033 Sub. Notes 'BB+' ------------------------------------------------------------- Fitch Ratings has assigned a final rating of 'BB+' 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-' 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. 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. 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 Prior ----------- ------ ----- Synchrony Financial Subordinated LT BB+ New Rating BB+(EXP) TD HOLDINGS: Chaoliang Yang Has 7.5% Equity Stake as of Jan. 30 --------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Chaoliang Yang disclosed that as of Jan. 30, 2023, he beneficially owns 10,750,000 shares of common stock of TD Holdings, Inc., representing 7.5% of the shares outstanding. The percentage was calculated on the basis of the sum of (i) 107,911,081 shares of common stock of the Issuer issued and outstanding as of Jan. 24, 2023, and (ii) 35,000,000 shares of common stock to be issued pursuant to the Securities Purchase Agreement. On Jan. 9, 2023, the Reporting Person entered into that certain securities purchase agreement with the Issuer. Pursuant to the Securities Purchase Agreement, Mr. Yang acquired 5,000,000 shares of common stock, par value $0.001 per share, of the Issuer at a purchase price of US$1.21 per share on Jan. 30, 2023. Prior to such purchase, the Reporting Person purchased a total of 5,750,000 shares of Common Stock of the Issuer through private placement transactions. As of Feb. 3, 2023 (the date of this report), the Reporting Person holds a total of 10,750,000 shares of Common Stock of the Issuer. The Reporting Person used his own cash on hand for the purchase of all of the shares. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1556266/000121390023007973/ea172447-13dyang_tdhold.htm About TD Holdings Headquartered in Shenzhen, Guangdong, PRC, TD Holdings, Inc. -- visit http://ir.tdglg.com--is a service provider currently engaging in commodity trading business and supply chain service business in China. Its commodities trading business primarily involves purchasing non-ferrous metal product from upstream metal and mineral suppliers and then selling to downstream customers. Its supply chain service business primarily has served as a one-stop commodity supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading. TD Holdings reported a net loss of $940,357 for the year ended Dec. 31, 2021, a net loss of $5.95 million for the year ended Dec. 31, 2020, and a net loss of $6.94 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $260.98 million in total assets, $26.51 million in total liabilities, and $234.47 million in total equity. TECHNICAL ORDNANCE: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------------- Technical Ordnance Solutions, LLC, Atomic Machine and EDM, Inc., and Energy Technical Systems, Inc. ask the U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, for authority to use cash collateral and provide adequate protection. The Debtors require access to cash collateral to fund their necessary postpetition operating expenses. The Debtors borrowed and spent money to enhance their manufacturing capabilities by obtaining cross-collateralizing loans -- with cross guaranties -- from the lenders. In the wake of COVID-19 and subsequent economic downturns, demand for the Debtors' pistol barrels and associated products softened. As a result, the Debtors are unable to timely meet their debt service and other financial obligations. Currently, the Debtors are using their expertise, facilities, and equipment to not only continue their ordinary operations, but to also expand into aerospace and medical manufacturing. The Debtors have a number of secured creditors who have asserted pre-petition security interests in (i) the Debtors' prepetition property and (ii) the cash proceeds that are derived from the Collateral. To the best of the Debtors' knowledge the Secured Creditor body consist of the U.S. Small Business Administration, Newtek Small Business Finance, LLC, Newtek Business Credit Solutions, US Strategic Capital Advisors LLC, IOU, Kapitus, LLC, and Small Business Financial Solutions, LLC, a/k/a Rapid Finance. As adequate protection for the use of Collateral and the cash collateral, the Debtors offer the Claimants: a. Post-petition replacement liens to the same extent, validity and priority as existed pre-petition; b. The right, upon providing the Debtors five days notice, to inspect the Collateral, provided that said inspection does not interfere with the operations of the Debtors; and c. Copies of monthly financial documents generated in the ordinary course of business and other information as Claimants may reasonably request with respect to the Debtors' operations. A copy of the Debtor's motion and budget is available at https://bit.ly/3JM1xat from PacerMonitor.com. The Debtor projects total atomic uses, on a weekly basis, as follows: $159,250 for the week ending February 8, 2023; $122,000 for the week ending February 15, 2023; $114,250 for the week ending February 22, 2023; $76,645 for the week ending March 1, 2023; $159,250 for the week ending March 8, 2023; $122,000 for the week ending March 15, 2023; $114,250 for the week ending March 22, 2023; and $10,000 for the week ending March 29, 2023. About Technical Ordnance Solutions LLC Technical Ordnance Solutions LLC is engaged in the business of ordnance accessories manufacturing. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00125) on February 5, 2023. In the petition signed by Clyde William Colburn, III, owner, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Mike Dal Lago, Esq., at Dal Lago Law, represents the Debtor as legal counsel. THRIVE PET: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service revised Thrive Pet Healthcare's outlook to negative from stable. At the same time, Moody's affirmed Thrive's B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B2 rating on the senior secured credit facilities. The revision of the outlook to negative reflects labor cost headwinds that have driven a significant EBITDA margin decline in 2022 (500 basis point decline in the YTD period ending September 30, 2022). While labor pressure has been ubiquitous across the veterinary services industry in 2022, Thrive's operating margins have been disproportionately impacted relative to peers due to recent changes in its cost structure (such as the implementation of a universal minimum wage), as well as exposure to emergency room facilities. At the same time, Thrive's leverage has risen to over 9x and the company has experienced a free cash flow deficit in recent quarters as fixed charges have risen. That said, Moody's believes the company's good liquidity position affords it the opportunity to improve operational efficiency over the next 12-18 months. Moody's expects the company will continue to pursue pricing actions, while simultaneously enacting cost saving measures to improve profitability over the next 12-18 months. Moody's affirmation of the B3 CFR primarily reflects Thrive's good liquidity. As of September 30, 2022, the company had over $480 million of internal liquidity available to absorb near-term projected free cash flow deficits, with no funded debt maturities until 2027. Affirmations: Issuer: Thrive Pet Healthcare Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD3) Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Outlook Actions: Issuer: Thrive Pet Healthcare Outlook, Changed To Negative From Stable RATINGS RATIONALE Thrive Pet Healthcare's ("Thrive") credit profile broadly reflects its very high pro forma debt-to EBITDA at over 9 times (on Moody's adjusted basis) as of September 30, 2022. In 2022, Thrive has been materially impacted by headwinds related to labor inflation and availability, lowering its EBITDA margin to 13.4% in the year-to-date period ending September 30, 2022 (down 500 basis points year-over-year). The credit profile is also constrained by event and financial policy risks. While Thrive has slowed acquisition activity in the near-term as it focuses on organic initiatives, Moody's expects that the company will maintain an aggressive acquisition strategy under private equity ownership longer-term. Thrive's credit profile benefits from its good liquidity. As of September 30, 2022, Thrive had $274 million of cash, $128 million in marketable securities, and an $80 million revolving credit facility that is currently undrawn. While Moody's expects that the company will continue to experience a free cash flow deficit over at least the next few quarters, Moody's projects that Thrive will be able to comfortably absorb the shortfall with the aforementioned sources. Thrive's credit profile is also supported by strong recurring revenue in the favorable animal health end-market, good diversification by geography and facility type, as well as a proven ability to successfully integrate acquisitions. Thrive's ESG credit impact score is highly negative (CIS-4). The score reflects highly negative exposure to governance risks (G-4), driven by aggressive financial policies under private equity ownership, as well as the company's inconsistent performance track record. The score also reflects highly negative exposure to social risks (S-4), primarily due to human capital, as Thrive is reliant upon a highly specialized workforce that exposes the company to elevated risks from labor supply and/or inflationary pressures. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company is unable to improve profitability and earnings over the next 12-18 months, driving a sustained free cash flow deficit and weakening of the company's overall liquidity profile (including a material reduction in the company's cash balance). If EBITA-to-interest falls below one times on a sustained basis, it would also put downward pressure on the company's ratings. The ratings could be upgraded if the company delivers sustained revenue and earnings growth and remains successful in integrating acquisitions. Moderation of financial policies, partially evidenced by debt/EBITDA trending below 6.5 times, and sustained positive free cash flow could also support an upgrade. Headquartered in Austin, Texas, Thrive Pet Healthcare is a national veterinary hospital consolidator, offering a full range of medical products and services. The company operates general, specialty and emergency practice facilities. It also operates a membership organization for veterinary practice owners, Veterinary Growth Partners (VGP), which supports over 6,000 affiliated and unaffiliated member hospitals, throughout the United Sates. The company generated revenues of over $1.2 billion for the twelve months ended September 30, 2022. Thrive is majority owned by private equity firm TSG Consumer Partners. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. THUNDER INC: Lender Seeks to Prohibit Cash Collateral Access ------------------------------------------------------------ Argonaut Insurance Company asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, to prohibit Thunder, Inc. from using its cash collateral and sequester the collateral. Argonaut seeks to protects its equitable liens against (a) the payments the Debtor receives or received from the obligees under Argonaut's Performance Bonds for bonded projects; and (b) the payment made by Old Republic Surety Company on the Bakersfield Project. Argonaut is also filing a Motion for Expedited Hearing so its cash collateral (a) is only used for completing the Bonded Projects, paying bills not paid by the Debtor relating to the Bonded Projects, reimbursing Argonaut for its payments to Payment Bond claimants, and reimbursing Argonaut for performing its obligations under the Performance Bond concerning the Los Angeles State Historic Park Project after the Debtor’s contract on the LA SHP Project was terminated by the California Department of Parks and Recreation in January 2023, and (b) is not be used to pay the Debtor's general overhead or expenses relating to unbonded projects. Argonaut issued eight sets of performance and payment bonds on behalf of the Debtor in connection with the Bonded Projects with a collective penal sum in the amount of $5,085,945. Argonaut is the Debtor's surety that issued payment bonds and performance bonds for certain projects. Argonaut issued the Bonds in consideration of the Debtor's execution and delivery to Argonaut of a General Indemnity Agreement, dated August 27, 2020, pursuant to which the Debtor agreed to, amongst other things, indemnify Argonaut from any losses suffered in connection with the Bonds. The Debtor entered various construction contracts for works of improvement of property on the Bonded Projects. Various claimants asserted that the Debtor defaulted on certain payment obligations on several of the Bonded Projects and asserted that said obligations fell or fall within Argonaut's obligations under its Payment Bonds. Argonaut has investigated various claims made against the Payment Bonds due to the Debtor failing to make payment to these claimants on several Bonded Projects. The Debtor has failed to meet its burden of proof with respect to adequate protection. First, the Debtor claims its $1.137 million "equity cushion" in its cash and accounts receivable is sufficient to adequately protect its creditors. This so-called equity cushion does not consider any expenses related to finishing the construction projects, let alone that the receipt of the accounts receivable is uncertain (at best) and entirely speculative. The various budgets submitted by the Debtor are woefully inadequate and almost wholly contingent on the highly speculative receipt of funds from Parks on the LA SHP Project where the Debtor's contract with Parks has been terminated. With the negative cash flow budget for Jan. through March 2023, the Debtor is not able to provide sufficient periodic payments to Argonaut. With the numerous UCC liens against its assets (including UCC liens against accounts receivable), the Debtor cannot grant additional or replacement liens. Additionally, there has been no showing that Argonaut will receive the indubitable equivalent of its equitable liens against the Bonded Obligee Payments and the Bonded Settlement Payment. There is no evidence that the halfhearted alternative offer of a replacement lien in after acquired property is anything but an empty promise. There is also no evidence that any proceeds from Debtor's hypothetical accounts receivable will ever materialize. This "adequate protection" is highly susceptible to failure and is not the indubitable equivalent of cash collateral. Argonaut seeks expedited hearing on its request, saying this is necessary because cash collateral is a unique form of collateral that requires special protection. A copy of the motion is available at https://bit.ly/3RNUwrv from PacerMonitor.com. About Thunder Inc. Thunder Inc., doing business as Escobar Construction, is a construction company in California. Thunder Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-15357) on Sept. 30, 2022. In the petition filed by Ronald O. Escobar, as chief executive officer, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by the Honorable Bankruptcy Judge Barry Russell. Gregory K. Jones has been appointed as Subchapter V trustee. The Debtor is represented by Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver. THUNDER INC: Seeks to Extend Plan Filing Deadline to March 15 ------------------------------------------------------------- Thunder Incorporated d/b/a Escobar Construction, filed the Bankruptcy Court to extend the deadline to file a disclosure statement and plan for a period of approximately 45 days, from Jan. 30, 2023, to March 15, 2023. While Thunder's management has been and continues to explore reorganization alternatives, it requires additional time to formulate a plan of reorganization. Thunder's management has been working with bankruptcy counsel to prepare a disclosure statement and plan by collecting and providing bankruptcy counsel with requested documents and information, and is in the process of preparing draft plan projections. Thunder also continues to pursue potential reorganization options, and is in discussions with three companies that have expressed strong interest in obtaining an entry into the more lucrative segment that Thunder operates in with set-aside construction projects being awarded to certified Small Businesses, certified Small Disadvantaged Businesses and certified Service- Disabled Veteran Owned Businesses, all three certifications of which Thunder holds. Approximately 20 proofs of claim have been filed, but the claims bar date has yet to expire. Knowing the full extent of the claims and obtaining resolution of the cash collateral issues is critical to finalizing preparation of a disclosure statement and plan. Thunder and its counsel have expended significant time and effort and has expeditiously and economically made progress toward confirmation of a plan of reorganization. Despite its best efforts, Thunder requires additional time to prepare a disclosure statement and plan, including additional time to further the ongoing discussions with the potential suitors. General Insolvency Counsel for Thunder Incorporated: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER A Professional Corporation 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Telephone: (310) 571-3511 E-mail: ray@averlaw.com About Thunder Inc. Thunder Inc., doing business as Escobar Construction, is a construction company in California. Thunder Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-15357) on Sept. 30, 2022. In the petition filed by Ronald O. Escobar, as chief executive officer, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by the Honorable Bankruptcy Judge Barry Russell. Gregory K. Jones has been appointed as Subchapter V trustee. The Debtor is represented by Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver. TIMES SQUARE: US Trustee Objects to 3rd Party Releases ------------------------------------------------------ William K. Harrington, the United States Trustee for Region 2 (the "United States Trustee"), submits this objection to the Disclosure Statement for Plan of Reorganization of Time Square JV LLC and its affiliates pursuant to Chapter 11 of the Bankruptcy Code. According to the U.S. Trustee, the Disclosure Statement should not be approved because the Disclosure Statement and Plan of Reorganization dated December 28, 2022 improperly designate third-party releases imposed upon creditors who abstain from voting or are presumed to accept the Plan (the "Third-Party Releases") as consensual without providing (1) an appropriate procedure to opt-in to the releases (as opposed to opt-out) or (2) sufficient information for such creditors to affirmatively demonstrate that they have knowingly consented to the proposed Third-Party Releases. In addition, the breath of the proposed releases is extraordinarily broad and should not be permitted. The impermissibly broad scope of the releases is not ameliorated by the qualification that the affected parties are granting the nonconsensual overly broad releases "in each case in their capacity as such." The U.S. Trustee notes that the Disclosure Statement and Plan only provide for an impermissible opt-out procedure. Under this procedure, the Plan imposes consent upon any creditor that abstains from voting but fails to separately opt-out of the releases. The Debtors attempt to obtain "consent" merely by an inference from silence or inaction, which stretches the boundaries of what constitutes consent and does not provide a clear and transparent procedure to demonstrate informed and knowing consent with respect to the Third-Party Releases. Moreover, the Disclosure Statement fails to explain why the opt-out procedure set forth in the Plan is justified, or to demonstrate that affected creditors knowingly consented to the Third-Party Releases. In addition, the U.S. Trustee points out, if the Debtors seek to impose the Third-Party Releases upon holders of nonvoting claims, the Plan must make that intent clear, and provide for a means of allowing the affected party to affirmatively consent to such releases. As Judge Wiles discussed in Chassix (citation below), creditors whose rights do not simply pass through the bankruptcy process are not truly unimpaired. Accordingly, these classes should be provided with a notice of non-voting status with the ability to opt-in to Third-Party Releases rather than the proposed Notice requiring an election to opt-out of Third-Party Releases. To the extent the Debtors seek to impose non-consensual third-party releases under the Plan, the Disclosure Statement should provide adequate information regarding what the Debtors consider to be the rare and exceptional circumstances that would justify this Court imposing a third-party release on a non-consenting creditor or interest holder, when there is no statutory justification. Accordingly, because the Third-Party Releases do not comport with Second Circuit law or the Bankruptcy Code, the Disclosure Statement Debtors should not be approved, the U.S. Trustee tells the Court. 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. TK CLEANING: Seeks to Hire BNA CPAs & Advisors as Accountant ------------------------------------------------------------ TK Cleaning and Lawn Service, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ BNA CPAs & Advisors as accountant. The Debtor needs an accountant to assist in the preparation of its annual individual and corporate tax returns, 1099s, and business personal property tax returns. The firm will be paid $615 per month for its services. Jason Ackerman, the vice president of BNA CPAs & Advisors, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jason Ackerman, CPA BNA CPAs & Advisors 596 Herrons Ferry Rd., 5th Floor Rock Hill, SC 29730 Telephone: (803) 366-8371 About TK Cleaning and Lawn Service TK Cleaning and Lawn Service, LLC offers land clearing, screened topsoil, mulch, snow removal, tree removal, lawn maintenance, hardscaping, storm cleanup, and other landscape services. TK Cleaning and Lawn Service filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.S.C. Case No. 22-03485) on Dec. 19, 2022, with $1 million to $10 million in both assets and liabilities. Troy Kelley, owner, signed the petition. The Debtor tapped Jane H. Downey, Esq., at Moore Bradley Myers Law Firm, PA as legal counsel; Newpoint Advisors Corporation as financial advisor; and BNA CPAs & Advisors as accountant. TOMS KING: Committee Taps Kilpatrick Townsend & Stockton as Counsel ------------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of TOMS King (Ohio) LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ the law firm of Kilpatrick Townsend & Stockton LLP as its counsel. The firm will render these legal services: (a) advise the committee regarding its organization, powers, and duties in these cases; (b) evaluate and participate in the Debtors' sale process to ensure such process proceeds in the most efficient manner to maximize recoveries to the unsecured creditors; (c) assist the committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and participate in and review any proposed asset sales or dispositions, and any other matters relevant to these cases; (d) attend meetings of the committee and meetings with the Debtors, and its attorneys and other professionals, and participate in negotiations with the Debtors and other parties, as requested by the committee; (e) take all necessary action to protect and preserve the interests of the committee; (f) assist the committee in the review, analysis, and negotiation of any financing or proposed use of cash collateral; (g) assist the committee with respect to communications with the general unsecured creditor body about significant matters in these cases; (h) review and analyze claims filed against the Debtors' estates; (i) represent the committee in hearings before the court, appellate courts, and other courts in which matters may be heard, and represent the interests of the committee before those courts and before the U.S. Trustee; (j) assist the committee in preparing all necessary motions, applications, responses, reports, and other pleadings in connection with the administration of these cases; (k) assist the committee in the review, formulation, analysis, and negotiation of any plan(s) of reorganization and accompanying disclosure statement(s) that have been or may be filed; and (l) provide such other legal assistance as the committee may deem necessary and appropriate. The hourly rates of the firm's attorneys are as follows: David M. Posner $995 Gianfranco Finizio $865 Kelly E. Moynihan $750 In addition, the firm will seek reimbursement for expenses incurred. David Posner, Esq., a partner at Kilpatrick Townsend & Stockton, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David M. Posner, Esq. Kilpatrick Townsend & Stockton LLP The Grace Building 1114 Avenue of the Americas New York, NY 10036 Telephone: (212) 775-8700 Facsimile: (212) 775-8800 Email: dposner@kilpatricktownsend.com About TOMS King (Ohio) TOMS King (Ohio) LLC and its affiliates filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-50001) on Jan. 2, 2023. Judge Alan M. Koschik oversees the cases. The Debtors tapped Allen Stovall Neuman & Ashton, LLP and Womble Bond Dickinson (US), LLP as legal counsels; ReInvest Capital, LLC as investment banker; and A&G Realty Partners, LLC as real estate advisor. Omni Agent Solutions, Inc. is the claims and noticing agent and administrative advisor. On January 17, 2023, the United States Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in these Chapter 11 cases. Kilpatrick Townsend & Stockton LLP and Krugliak, Wilkins, Griffiths, & Dougherty Co., LPA serve as the committee's counsel. TOMS KING: Creditors' Committee Seeks to Tap Krugliak as Co-Counsel ------------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of TOMS King (Ohio) LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Krugliak, Wilkins, Griffiths, & Dougherty Co., LPA as co-counsel. The firm will render these legal services: (a) advise the committee regarding its organization, powers, and duties in these cases; (b) evaluate and participate in the Debtors' sale process to ensure such process proceeds in the most efficient manner to maximize recoveries to the unsecured creditors; (c) assist the committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and participate in and review any proposed asset sales or dispositions, and any other matters relevant to these cases; (d) attend meetings of the committee and meetings with the Debtors, and its attorneys and other professionals, and participate in negotiations with the Debtors and other parties, as requested by the committee; (e) assist the committee with respect to communications with the general unsecured creditor body about significant matters in these cases; (f) taking all necessary action to protect and preserve the interests of the committee; (g) represent the committee in hearings before the court, appellate courts, and other courts in which matters may be heard, and represent the interests of the committee before those courts and before the U.S. Trustee; (h) assist the committee in preparing all necessary motions, applications, responses, reports, and other pleadings in connection with the administration of these cases; (i) assist the committee in the review, formulation, analysis, and negotiation of any plan(s) of reorganization and accompanying disclosure statement(s) that have been or may be filed; and (j) provide such other legal assistance as the committee may deem necessary and appropriate. The hourly rates of the firm's attorneys are as follows: John B. Schomer $300 Terry J. Evans $300 Matthew W. Onest $300 In addition, the firm will seek reimbursement for expenses incurred. Matthew Onest, Esq., a partner at Kilpatrick Townsend & Stockton, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John B. Schomer, Esq. Terry J. Evans, Esq. Krugliak, Wilkins, Griffiths & Dougherty Co., LPA 4775 Munson Street, N.W. P.O. Box 36963 Canton, OH 44735 Telephone: (330) 497-0700 Facsimile: (330) 497-4020 Email: jschomer@kwgd.com tevans@kwgd.com - and - Matthew W. Onest, Esq. Krugliak, Wilkins, Griffiths & Dougherty Co., LPA 6715 Tippecanoe Road, Suite C2 Canfield, OH 44406 Telephone: (330) 286-7065 Facsimile: (330) 244-4498 Email: monest@kwgd.com About TOMS King (Ohio) TOMS King (Ohio) LLC and its affiliates filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-50001) on Jan. 2, 2023. Judge Alan M. Koschik oversees the cases. The Debtors tapped Allen Stovall Neuman & Ashton, LLP and Womble Bond Dickinson (US), LLP as legal counsels; ReInvest Capital, LLC as investment banker; and A&G Realty Partners, LLC as real estate advisor. Omni Agent Solutions, Inc. is the claims and noticing agent and administrative advisor. On January 17, 2023, the United States Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in these Chapter 11 cases. Kilpatrick Townsend & Stockton LLP and Krugliak, Wilkins, Griffiths, & Dougherty Co., LPA serve as the committee's counsel. TOP HOME CARE: Wins Final Cash Collateral Access ------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Top Home Care Agency LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, there are seven tax liens entered against the Debtor in Allegheny County, Pennsylvania, which have not been satisfied: a) Tax lien with Docket No. GD 21-3775 filed by the Pennsylvania Department of Labor and Industry in the amount of $112,946 for unpaid withholding taxes for 2019 and 2020 filed on April 13, 2021. b) Tax lien with Docket No. GD 21-101217 filed by the Pennsylvania Department of Labor and Industry in the amount of $24,571 for unpaid withholding taxes for 2021 filed on September 3, 2021. c) Tax lien with Docket No. FTL-21-2189 filed by the Internal Revenue Service in the amount of $336,254 for unpaid withholding taxes for 2018-2020 filed on September 24, 2021. d) Tax lien with Docket No. FTL-21-441filed by the Internal Revenue Service in the amount of $115,670 for unpaid withholding taxes for 2018 and 2020 filed on December 23, 2021. e) Tax lien with Docket No. FTL-22-11 filed by the Internal Revenue Service in the amount of $67,900 for unpaid withholding taxes for 2019 filed on March 1, 2022. f) Tax lien with Docket No. GD 22-100829 filed by the Pennsylvania Department of Labor and Industry in the amount of $31,145 for unpaid withholding taxes for 2021 and 2022 filed on June 3, 2022. f) Tax lien with Docket No. GD 22-101705 filed by the Pennsylvania Department of Revenue in the amount of $67,855 for unpaid withholding taxes for 2018-2021 filed on December 20, 2022. There are two UCC Financing Statements filed with the State of Pennsylvania with respect to the assets of the Debtor that have not been terminated: a) File Number 2021120900747 filed on December 9, 2021by Corporation Service Company, as Representative. b) File Number 2022020401420 filed on February 4, 2022 by Corporation Service Company, as Representative. The Debtor believes that, based on the filing dates of the tax liens and UCC statements, the Pennsylvania Department of Labor and Industry has first position on the cash collateral of the Debtor and likely encumbers the entirety of the assets of the Debtor. The Court said the pre-petition liens of any creditor with a valid and perfected interest in cash collateral will continue post-petition but the liens shall not be greater post-petition than the value of their lien at the inception of the Chapter 11 case. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3I8RDyy from PacerMonitor.com. The Debtor projects $45,000 in revenue and $38,931 in total expenses. About Top Home Care Agency Top Home Care Agency, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-20082) on Jan. 16, 2023, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Carlota M. Bohm oversees the case. Christopher M. Frye, Esq., at Steidl and Steinberg, P.C. represents the Debtor as counsel. TRADESMAN BREWING: Seeks Cash Collateral Access ----------------------------------------------- Tradesman Brewing Co., Inc. asks the U.S. Bankruptcy Court for the District of South Carolina for authority to use cash collateral and provide adequate protection. On December 14, 2017, prior to filing the Chapter 11 case, the Debtor obtained two loans from Climb Fund in the amount of $140,000 and $50,000 and pledged furniture, fixtures, equipment, inventory, supplies, and proceeds thereof, as collateral for the loan. On April 20, 2020, prior to filing the Chapter 11 case, the Debtor obtained a loan from the U.S. Small Business Administration in the amount of $199,600 and pledged all tangible and intangible personal property. The Debtor contends that as of the date of the petition, Climb Fund was fully secured and the collateral securing the obligation owed to Climb Fund was $89,286, which includes furniture, fixtures, equipment, cash, deposit accounts, receivables and other intangibles, constituting cash collateral. The Debtor further contends that as of the date of the petition, the collateral securing the obligation owed to SBA was $37,102, which includes furniture, fixtures, equipment, cash, deposit accounts, receivables, and other intangibles, constituting cash collateral. The Debtor is seeking an Order that (1) allows Climb Fund a replacement lien on the Debtor's postpetition assets including furniture, fixtures, equipment, accounts receivable and intangibles in the amount of $89,287, and (2) allows SBA a replacement lien on the Debtor's post-petition assets including furniture, fixtures, equipment, accounts receivable and intangibles in the amount of $37,102. A copy of the motion is available at https://bit.ly/3x5UNN3 from PacerMonitor.com. About Tradesman Brewing Co. Tradesman Brewing Co., Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 23-00147) on Jan. 13, 2023, with up to $50,000 in assets and up to $1 million in liabilities. Steadman Law Firm, PA serves as the Debtor's bankruptcy counsel. UNITI GROUP: Fitch Gives 'BB+/RR1' Rating on $1.75BB Sr. Sec. Notes ------------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR1' rating to Uniti Group, LP's offering of $1.75 billion of senior secured notes due 2028. Uniti Group, LP is a subsidiary of Uniti Group Inc. (Uniti). Net proceeds from the offering are expected to be used to redeem a portion of its 7.875% 2025 senior secured notes, to repay $275 million of outstanding borrowings on the revolver, to pay related fees and expenses and for generate corporate purposes. Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC, are co-issuers of the notes. The notes will be guaranteed on a senior unsecured basis by Uniti and on a senior secured basis by each of Uniti's subsidiaries (other than the issuers) that guarantees indebtedness under the senior secured credit facilities and existing secured notes (except initially those subsidiaries that require regulatory approval prior to guaranteeing the new notes). KEY RATING DRIVERS Stable Revenue and EBITDA: Uniti Group Inc.'s 'B+'/Stable Issuer Default Rating reflects its stable revenue and EBITDA due to the contractual nature of its revenue stream, including the long-term lease payments from Windstream Services. This is balanced against the company's high tenant concentration, with approximately two- thirds of its revenues derived from Windstream. Cash Flow and Revenue Stability: In addition to the stable long-term lease payments from Windstream, Uniti's ratings incorporate expectations for growth in its non-Windstream leasing business as well as in its fiber segment. Uniti's revenue growth prospects benefit from the secular tailwinds for data consumption and broadband connectivity, both wireline and wireless. The master leases with Windstream produced approximately $667 million in cash revenue in 2021, and will grow slightly due to escalators over time. Returns on Uniti's funding of growth capital improvements (GCIs) are incremental to this amount. Uniti is expected to derive approximately 34% of revenue outside of the Windstream leases in 2022 via leases to other telecommunications entities and through contracts providing fiber capacity to wireless carriers, enterprise and wholesale carriers and government entities. Leverage Improvement: Fitch expects net leverage (net debt/recurring operating EBITDA) to approximate 5.9x at yearend 2022, flat with the 5.9x metric in 2021. In 2020, asset sales contributed to a decline to 6.1x from 6.4x in 2019. Acquisitions prior to 2019 had caused net leverage to be elevated. Fitch expects leverage to remain around the current level in its near-term forecast. Fitch expects Uniti to finance future transactions such that net leverage will remain relatively stable at mid-5x to 6x over the long term, though likely at the higher end of this range. Fitch does not include the Windstream settlement obligation as debt; as of Sept. 30, 2022, the remaining obligation was approximately $248 million. The company directed a portion ($78 million) of debt raised in 2021 to partially prepay the settlement obligation, but even if the company financed the remaining obligation with debt it would not have an impact on the rating as the company would still be within Fitch's rating sensitivities. Liquidity is Solid: Liquidity at Sept. 30, 2022 was approximately $268 million, consisting of cash of approximately $43 million and revolver availability of approximately $225 million. Pro forma for the current offering, availability on the revolver would increase to $500 million. Windstream's 2020 emergence from bankruptcy materially reduced Uniti's risk and improves prospects for the company. Uniti's funding needs have increased to fund Windstream's GCIs per the terms of their settlement agreement. Tenant Concentration: Windstream's master leases provide approximately 66% of Uniti's revenue. At the time of the spinoff, nearly all revenue was from Windstream. Fitch believes improved diversiﬁcation is a positive for the company's credit proﬁle, as major customer verticals outside of Windstream consist of large wireless carriers, national cable operators, government agencies and education. Leased Assets' Importance to Windstream: Fitch believes Uniti's assets are essential to Windstream's operations, and this has been validated by the approval of the settlement agreement. In certain markets, Windstream is a "carrier of last resort" from a regulatory perspective, and would require permission from state public utility commissions and the Federal Communications Commission to cease providing service in those markets. Geographic Diversiﬁcation: The company's geographic diversiﬁcation is solid, given Windstream's geographically diverse operations and the expanded footprint due to acquisitions since the spinoff. DERIVATION SUMMARY As the only ﬁber-based telecommunications REIT, Uniti (B+/Stable) currently has no direct peers. Uniti is a telecom REIT formed through the spinoff of a signiﬁcant portion of Windstream's ﬁber optic and copper assets. Windstream retained the electronics necessary to continue as a telecommunication services provider. Fitch believes Uniti's operations are geographically diverse, as they are spread across more than 30 states, while the assets under the master lease with Windstream provide adequate scale. Other close comparable telecommunications REITs are tower companies, including American Tower Corporation (BBB+/Negative), Crown Castle International Corp. (BBB+/Stable) and SBA Communications Corporation (not rated). These companies lease space on towers and ground space to wireless carriers, and are a key part of the wireless industry infrastructure. However, the primary difference is tower companies operate on a shared infrastructure basis with multiple tenants, whereas a substantial portion of Uniti's revenues are derived on an exclusive basis under sale-leaseback transactions. Uniti's leverage is higher than that of American Tower or Crown Castle, but lower than that of SBA. Uniti's network is one of the largest independent fiber providers in the U.S., along with Zayo Group Holdings, Inc. The business models of Uniti and Zayo are unlike the wireline business of communications services providers, including AT&T Inc. (BBB+/Stable), Verizon Communications Inc. (A-/Stable) or Lumen Technologies (BB/Stable). Uniti and Zayo are providers of infrastructure, which may be used by communications service providers to provide retail services, including wireless, voice, data and internet. Crown Castle is an increasingly large participant in the ﬁber infrastructure business through a series of acquisitions. The large communications services providers self-provision, and they may use a ﬁber infrastructure provider to augment their networks. Uniti's ﬁber acquisitions since the spinoff are a key credit consideration, as they reduced the concentration of revenues and EBITDA from the Windstream master leases. Customers in the ﬁber business include wireless carriers, enterprises and governments. Fitch believes aspects of Uniti's credit proﬁle are similar to cases in the gaming industry where there are single-tenant or concentrated leases between operating companies and their respective REITs (propcos). Both Uniti and gaming REITs beneﬁt from triple net leases. Fitch believes the propcos are better positioned, as rents may continue uninterrupted through the tenant's bankruptcy because such rents are an operating expense and unlikely to be rejected as a result of the master lease structure. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - In 2022-2025, Fitch expects revenues to increase in the low single digits. - Fitch expects EBITDA margins will be slightly under 80%; - Fitch has reflected the terms of the settlement agreement with Windstream, including the payment of the settlement obligations and the funding of certain Windstream GCIs; - Fitch expects Uniti to target long-term net leverage in the mid-5x range to 6x range; Fitch expects gross leverage to be in the high-5x range to low 6x longer term; - Fitch estimates 2022 net success-based capital spending was in the $400 million range, in line with company public net success-based capex guidance for fiber and leasing; - Fitch has assumed dividends grow in the low single digits going forward. Recovery Analysis: The recovery analysis assumes that Uniti would be considered a going concern in a bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Going Concern Approach; The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which Fitch bases the valuation of the company. This leads to a post-reorganization EBITDA estimate of $750 million. The reduced EBITDA could come about by a rent reset at Windstream (and there are no immediate EBITDA generating benefits received by Uniti in return for the reduction) and/or weakness in other lines of business as fiber contracts are renewed at lower levels. Post-reorganization valuation uses a 6.0x enterprise value multiple. The 6.0x multiple reflects the high margin, large contractual backlog of revenues, and high asset value of the fiber networks. Fitch uses this multiple for fiber-based infrastructure companies, for which there have been historical transaction multiples in the high single digit range. The multiple is in line with the range for telecom companies published in Fitch's Telecom, Media and Technology Bankruptcy Enterprise Values and Creditor Recoveries report. The most recent report indicates a median of 5.4x. Other communications infrastructure companies, such as tower operators, trade at EV multiples exceeding 20x. The tower companies have lower asset risk and higher growth prospects leading to multiples in excess of 20x. Tower operators have low churn as switching costs are high for customers (to avoid service disruptions). The revolver is assumed to be fully drawn. The recovery analysis produces a Recovery Rating of 'RR1' for the secured debt, reflecting strong recovery prospects (100%); the 'RR5' for the senior unsecured debt reflects the lower recovery prospects of the unsecured debt, given its position in the capital structure. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch's expectation that net debt/recurring operating EBITDA is sustained below 5.5x, and REIT interest coverage is 2.3x or higher; - Demonstrated access to the common equity market to fund GCI, other investments or acquisitions. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Net debt/recurring operating EBITDA is expected to be sustained above 6.5x or REIT interest coverage is 2.0x or lower; - If Windstream's rent coverage/rents ratio approaches 1.2x, a negative rating action could occur. Rent coverage is measured as EBITDAR-net capex/rents; however, Fitch will also consider Uniti's level of revenue and EBITDA diversiﬁcation at that time. In determining net capex, Windstream's gross capex would be reduced by GCI funded by Uniti. LIQUIDITY AND DEBT STRUCTURE Improved Liquidity: As of Sept. 30, 2022, Uniti had approximately $268 million of liquidity (unrestricted cash of approximately $43 million and revolver availability of $225 million). Pro forma for the current offering, the company's liquidity would improve to $543 million, including $500 million of revolver availability. Uniti's $500 million RCF matures Dec. 10, 2024. The maturity date of the revolver will be subject to an earlier maturity date of 91 days prior to the maturity date of any outstanding debt with a principal amount of at least $200 million, unless its unrestricted cash balance plus remaining revolver availability exceeds the principal amount of such debt at all times following the 91st such day until the maturity of such debt. The covenant reversion language in the senior secured notes due 2025 is was lifted in 2Q22 since the achieved a net leverage ratio under the indenture of less than 5.75x. The provision had limited the payment of cash dividends to an amount that did not exceed 90% of REIT taxable income, without regard to the dividends-paid deduction and excluding any net capital gains, while net leverage was above 5.75x. The principal financial covenants in the company's credit agreement require Uniti to maintain a consolidated secured leverage ratio of no more than 5x. The company can incur other debt such that pro forma consolidated total leverage is no more than 6.5x, and if such debt is secured, as long as the consolidated secured leverage ratio does not exceed 4x on a pro forma basis. If the company incurs debt on the RCF, or otherwise, such that total leverage exceeds 6.5x, the RCF will impose material restrictions on Uniti's ability to pay dividends. Maturities: There are no major maturities until 2024, when $138 million of senior unsecured exchangeable notes mature. Uniti established an at-the-market common stock offering program in June 2020 that allows for the issuance of up to $250 million of common equity to keep the capital structure in balance when funding capex, as well as to finance small transactions. REIT-required distributions reduce Uniti's FCF, although the company has been able to reduce the dividend to relatively low levels to maintain financial flexibility. Capital intensity varies by business unit. In the leasing business, capital intensity is virtually non-existent, as capex is the responsibility of the tenant. Intensity is high in the Fiber segment, as the company is in the process of completing Fiber projects. ISSUER PROFILE Uniti, which operates as a REIT, was formed through a spinoff from Windstream Holdings, Inc. in April 2015. On a consolidated basis the company has $7.2 billion of revenue under contract, with around eight years of contract term remaining. Entity/Debt Rating Recovery ----------- ------ -------- Uniti Group LP senior secured LT BB+ New Rating RR1 UNLIMITED DEVELOPMENT: Seeks to Hire Luna Law Offices as Counsel ---------------------------------------------------------------- Unlimited Development Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Wanda Luna-Martinez, Esq., and her firm, Luna Law Offices, to handle its Chapter 11 case. Ms. Luna-Martinez will be paid at her hourly rate of $250, plus reimbursement for expenses incurred. Ms. Luna-Martinez disclosed in a court filing that she is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Wanda Luna-Martinez, Esq. Luna Law Offices 454 Teniente Cesar Gonzales Ave. San Juan, PR PMB 389 P.O. Box 194000 San Juan, PR 00919-4000 Phone: 787-998-2356 Email: quiebra@gmail.com About Unlimited Development Corp. Unlimited Development Corp. owns a residential apartment located at Capitolio Plaza, San Juan, P.R., valued at $375,000. Unlimited Development filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-00253) on Jan 31, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Ismael Crespo, president of Unlimited Development, signed the petition. Judge Maria De Los Angeles Gonzalez oversees the case. Wanda Luna-Martinez, Esq., at Luna Law Offices represents the Debtor as counsel. US STEEL: Big River Debt Amendment No Impact on Moody's 'Ba3' CFR ----------------------------------------------------------------- Moody's Investors Service said that United States Steel Corporation's ("U. S. Steel") potential amendment of the indenture with Big River Steel LLC's debt holders is credit negative for Big River Steel because the loss of security and existing covenants presents potential risks that outweigh the benefits of a U. S. Steel guarantee. While there is no immediate impact to U. S. Steel's or Big River Steel's ratings as a result of this announcement, if the amendment is successful and completed as proposed then there is the risk that Big River Steel's debt ratings could be downgraded. U. S. Steel launched a consent solicitation on February 6, 2023 seeking to amend the indenture with the holders of Big River Steel's senior secured notes due 2029 (Ba2) and the two tranches of its tax-exempt bonds due in 2049 (Ba2). The amendment would remove the collateral securing the debt and certain covenants in exchange for an amendment fee and a U. S. Steel guarantee. The amendment would need to be approved by more than 50% of the tax-exempt bond holders and more than 66.67% of the senior secured note holders for it to take effect for all of the Big River Steel note holders. If this amendment is approved as proposed, then there is the risk the ratings on Big River Steel's tax- exempt bonds and senior secured notes would be downgraded to reflect the loss of security and covenant protections. A downgrade would depend on Moody's view of the priority position at Big River Steel and the guarantee from U. S. Steel, since U. S. Steel's existing unsecured debt does not benefit from any guarantees. It will also be determined by Moody's analysis of the final terms of the amendment, including any allowances for assets to be moved out of the Big River Steel subsidiary or for secured debt to be issued by the company in the future, among other things. The current Ba2 rating on Big River Steel's senior secured debt reflects its priority position in the consolidated capital structure. The B1 ratings on U. S. Steel's convertible notes, senior unsecured notes and industrial revenue bonds reflects their effective subordination to the secured ABL, secured notes and bonds as well as priority payables. U. S. Steel's Ba3 corporate family rating reflects the variability of its operating performance due to its exposure to cyclical end markets and volatile steel prices, and Moody's expectation for inconsistent free cash flow which will be impacted by elevated capital investments over the next two years. The rating also incorporates the company's large scale and strong market position as a leading US flat-rolled steel producer and whose footprint is further enhanced by its diversification in Central Europe. It also considers Moody's expectation for its operating performance and credit metrics to materially weaken in 2023 as steel prices and profit margins return to more sustainable levels. However, its credit profile will remain in line with its current rating due to its significant debt reduction in 2021. Moody's anticipate domestic steel sector conditions will remain relatively stable in 2023 with HRC prices in the range of $650 - $750 per ton and for the company's adjusted EBITDA to decline to a range of $1.0 billion - $1.5 billion versus about $4.2 billion in 2022. Profitability in its North America flat-rolled segment, its mini-mill segment and U. S. Steel Europe segment will all materially contract but will be partly offset by much stronger results in its tubular segment due to higher prices and strong demand from the oil & gas sector. If U. S. Steel produces adjusted EBITDA of about $1.25 billion and does not pay down any debt in 2023, then its leverage ratio (debt/EBITDA) will rise above 3.0x and its interest coverage (EBIT/Interest) will decline to around 2.75x. Its free cash flow will be highly negative due to the weaker operating performance and elevated capital spending of about $2.5 billion, but this will be covered by its high cash balance and its credit metrics will be in line with the Ba3 corporate family rating. Headquartered in Pittsburgh, Pennsylvania, United States Steel Corporation is the third largest flat-rolled steel producer in the US in terms of production capacity. The company manufactures and sells a wide variety of steel sheet, tubular and tin products across a broad array of industries including service centers, transportation, appliance, construction, containers, oil, gas and petrochemicals. It also has an integrated steel plant and coke production facilities in Slovakia (U. S. Steel Kosice). Revenues for the twelve months ended December 31, 2022 were $21.1 billion. VOYAGER DIGITAL: March 2 Combined Hearing on Plan & Disclosures Set ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will hold a hearing on March 2, 2023, at 10:00 a.m. (Prevailing Eastern Time) to consider the adequacy of conditionally-approved second amended disclosure statement relating to the third amended joint Chapter 11 plan of Voyager Digital Holdings Inc. and its debtor-affiliates, before the Hon. Michael E. Wiles in the U.S. Bankruptcy Court, located at One Bowling Green, Courtroom 617, New York, New York 10004. The deadline for voting on the plan is on Feb. 22, 2023 at 4:00 p.m. (Prevailing Eastern Time). The deadline for filing objections to the plan or disclosure statement is on Feb. 22, 2023, at 4:00 p.m. The Debtors said they will file the plan supplement on or before Feb. 15, 2023, provided that (i) the notice of assumption of executory contrast and unexpired leases and notice of assumption and assignment of executory contracts and unexpired leases will be filed on or before Feb. 1, 2023, and (ii) the customer onboarding protocol and the schedule of retained causes of actions will be filed on or before Feb. 3, 2023, and will serve notice on all holders of claims entitled to vote on the plan, which will inform parties that the Debtors filed the plan supplement; list of the information contained in the plan supplement; and explain how parties may obtain copies of the plan supplement. According to the Troubled Company Reporter on Jan. 25, 2023, Judge Michael E. Wiles has entered an order conditionally approving the Disclosure Statement of Voyager Digital Holdings, Inc., et al. Chapter 11 Plan The Debtors submitted a Second Amended Disclosure Statement relating to the Third Amended Joint Plan. The Debtors filed these Chapter 11 Cases in response to a short-term "run on the bank" caused by a downturn in the cryptocurrency industry generally and the default of a significant loan made to a third party. Since the Petition Date, the Debtors have worked tirelessly to identify the most value-maximizing transaction for their customers and other creditors on an expedited timeline. Following a two-week competitive auction process, the Debtors selected the bid submitted by West Realm Shires Inc. ("FTX US," and along with its parent entity and affiliates, "FTX") as the winning bid (the transaction contemplated thereby, the "FTX Transaction"). Had it been effectuated, the FTX Transaction would have provided for substantial in-kind recoveries to Holders of Account Holder Claims, the transfer of substantially all of the customer accounts on the Voyager platform to the FTX platform, and the orderly wind down of the Debtors' estates. But after a series of extraordinary events outlined in detail below, FTX, and with it the FTX Transaction, collapsed. While the Debtors were shocked and dismayed by FTX's cataclysmic collapse, the Debtors swiftly reengaged in negotiations with numerous other potential counterparties to evaluate potential third-party transactions that would maximize value for the Debtors and their creditors. Following good-faith, arm's length negotiations with several such alternative transaction parties, the Debtors elected to accept the bid submitted by BAM Trading Services Inc. ("Binance.US" or the "Purchaser"). The Debtors value Binance.US's offer at approximately $1.022 billion, comprising (i) the fair market value of Cryptocurrency on the Voyager platform as of a date to be determined, which as of December 19, 2022, is estimated to be $1.002 billion plus (ii) additional consideration equal to $20 million of incremental value. Importantly, relative to all currently available alternatives, the Binance.US bid can be effectuated quickly, provides meaningfully greater recovery to creditors, and allows the Debtors to facilitate an efficient resolution of these chapter 11 cases, after which Binance.US's market-leading, secured trading platform will enable customers to trade and store cryptocurrency. Under the Asset Purchase Agreement, Binance.US will accept transfers of certain assets relating to the Debtors' cryptocurrency custody and exchange business and will receive all or substantially all Cryptocurrency on the Voyager platform to hold such assets solely in a custodial capacity in trust and solely for the benefit of Account Holders who each open an account on the Binance.US Platform (subject to certain potential exceptions set forth in the Asset Purchase Agreement with respect to Cryptocurrency withheld for the purpose of satisfying the Debtors' obligations under the Plan) (such Cryptocurrency transfers being referred to as "Acquired Coins") in exchange for Purchaser's payment obligations set forth in Sections 2.1 and 2.2 of the Asset Purchase Agreement and Purchaser's commitment to distribute the Acquired Coins to Account Holders and cash to Holders of Opco General Unsecured Claims pursuant to Sections 6.12 and 6.14 of the Asset Purchase Agreement. Additionally, Purchaser shall submit VGX for its standard listing review process in an effort to allow VGX to be traded on the Binance.US Platform. The Debtors will effectuate the transition of Account Holders to the Binance.US Platform as described in Article V.C.6 of this Disclosure Statement. It is currently anticipated that all Account Holders and Holders of OpCo General Unsecured Claims will transition to Binance.US subject to their successful completion of Binance.US's "Know Your Customer" process and other procedural and regulatory requirements. Further information regarding how Account Holders and Holders of OpCo General Unsecured Claims can open accounts on Binance.US are available on the Binance.US Platform Terms of Use (which are available at: https://www.binance.us/terms-of-use) and the Binance.US Privacy Policy (available at: https://binance.us/privacy-policy), and will also be provided to all Holders of such Claims in the Customer Onboarding Protocol. On the first day of these chapter 11 cases, the Debtors filed the Joint Plan of Reorganization of Voyager Digital Holdings, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 17] (as amended and restated from time to time, the "Standalone Plan"). The Standalone Plan contemplated a restructuring that could be effectuated without a sale and served as a floor for the Debtors' marketing process. To that end, the Debtors, with the assistance of Moelis and their other advisors, continued their prepetition marketing efforts during these Chapter 11 Cases to canvas the market and identify interest in a transaction with a third-party investor (the "Marketing Process"). Shortly after commencing these chapter 11 cases, the Debtors filed the Debtors' Motion Seeking Entry of an Order (I) Approving the Bidding Procedures and Related Dates and Deadlines, (II) Scheduling Hearings and Objection Deadlines with Respect to the Debtors' Sale, Disclosure Statement, and Plan Confirmation, and (III) Granting Related Relief [Docket No. 126] (the "Bidding Procedures Motion"), which set a timeline for interested parties to submit bids for an acquisition of the Debtors' assets and procedures for conducting an auction if multiple bids were received. On August 5, 2022, the Bankruptcy Court entered the Order (I) Approving the Bidding Procedures and Related Dates and Deadlines, (II) Scheduling Hearings and Objection Deadlines with Respect to the Debtors' Sale, Disclosure Statement, and Plan Confirmation, and (III) Granting Related Relief [Docket No. 248] (the procedures approved thereby, the "Bidding Procedures") which, among others, established the Bid Deadline (as defined in the Bidding Procedures) as September 6, 2022 at 12:00 p.m., prevailing Eastern Time and set the Auction (as defined in the Bidding Procedures) for September 13, 2022 at 10:00 a.m., prevailing Eastern Time. Throughout the Marketing Process, the Debtors evaluated Bids received from potential transaction parties in comparison both to other Bids received and the recoveries contemplated by the Stand-Alone Plan as it provided a critical metric in the Debtors' determination of their path forward. On the Bid Deadline, the Debtors received a number of bids from strategic investors and, accordingly commenced an auction on September 13, 2022, for a sale of the Debtors' business. The two-week Auction featured hard-fought, arms-length negotiations with each participating bidder. At the conclusion of the Auction, the Debtors, in an exercise of their business judgment and in consultation with the Committee, determined that the final bid submitted by FTX US represented the most value-maximizing transaction available to the Debtors. Accordingly, on September 26, 2022, the Debtors announced FTX US as the winning bidder,12 and on September 27, 2022, the Debtors and FTX US entered into an asset purchase agreement memorializing the terms of the winning bid (as may be amended from time to time in accordance with the terms thereof, the "FTX Purchase Agreement"). On October 20, 2022, the Court entered an order approving the Debtors' entry into the FTX Purchase Agreement.13 On October 24, 2022, the Debtors filed solicitation versions of their Disclosure Statement and Plan,14 and began soliciting votes on the Plan. As set forth in greater detail in Article VIII.N, the Debtors' journey to consummation of the FTX Transaction was derailed over the ensuing weeks. Following a series of extraordinary events, on November 11, 2022, Sam Bankman-Fried resigned from his role as CEO of the FTX enterprise, and FTX announced the chapter 11 filing of approximately 130 of its affiliates. Immediately following announcement of the FTX bankruptcy, the Debtors reengaged in discussions with numerous potential transaction parties interested in consummating a transaction with the Debtors. Following good-faith, arm's-length negotiations with several potential transaction parties regarding a variety of deal structures and terms, the Debtors determined, in an exercise of their business judgment and in consultation with the Committee, that the bid submitted by Binance.US represented the highest or otherwise best offer available to purchase the Debtors' business enterprise. On December 18, 2022, the Debtors and the Purchaser entered into an asset purchase agreement memorializing the terms of the Binance.US bid (as may be amended from time to time in accordance with the terms thereof, the "Asset Purchase Agreement"). The Debtors seek to effectuate the transactions contemplated by the Asset Purchase Agreement (collectively, the "Sale Transaction") pursuant to the Plan. The Plan, among other things: * contemplates payment in full of Administrative Claims, Secured Tax Claims, Priority Tax Claims, and Other Priority Claims; * provides for the distribution of Cryptocurrency, Cash, and any remaining assets at OpCo (including any recovery on account of the 3AC Claims, FTX Claims, or Alameda Claims) to Account Holders and Holders of OpCo General Unsecured Claims, subject to the terms of the Asset Purchase Agreement; * provides for distribution of Cash and other assets at HoldCo to Holders of HoldCo General Unsecured Claims; * provides for distribution of Cash and other assets at TopCo to Holders of TopCo General Unsecured Claims; * provides for the equitable subordination of the Alameda Loan Facility Claims; * provides for any residual value at TopCo after payment in full of TopCo General Unsecured Claims to be distributed to Holders of Section 510(b) Claims, if any, and Holders of Existing Equity Interests; and * designates a Wind-Down Entity Trustee to wind down the Debtors' affairs in accordance with the Plan. The Debtors believe that the Plan maximizes stakeholder recoveries in the Chapter 11 Cases. In particular, the Sale Transaction with Binance.US that the Plan contemplates represents, relative to all currently available alternatives, meaningfully greater and faster recovery to creditors. Accordingly, the Debtors urge all Holders of Claims entitled to vote to accept the Plan by returning their ballots so that Stretto actually receives such ballots by February 22, 2023 at 4:00 p.m. prevailing Eastern Time (the "Voting Deadline"). Assuming the Plan receives the requisite acceptances, the Debtors will seek the Bankruptcy Court's approval of the Plan at a hearing on March 2, 2023 at 10:00 a.m. (prevailing Eastern Time). Under the Plan, Class 4A OpCo General Unsecured Claims total $14MM will receive in exchange for such Allowed OpCo General Unsecured Claim: (i) If the Sale Transaction is consummated by the Outside Date: a. its Pro Rata share of Distributable Cryptocurrency in Cash; b. its Pro Rata share of Additional Bankruptcy Distributions, in Cryptocurrency or Cash as provided in and subject to the requirements of Section 6.12 and 6.14 of the Asset Purchase Agreement; c. its Pro Rata share of Distributable OpCo Cash; and d. to effectuate distributions from the Wind-Down Entity, its Pro Rata share of the Wind-Down Entity Assets or Wind-Down Trust Units (if applicable) on account of any recovery of Wind-Down Trust Assets attributable to OpCo; provided that any distributions on account of the Wind-Down Entity Assets or Wind-Down Trust Units (if applicable) shall only be made following payment in full of, or reserve for, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Secured Tax Claims, and Allowed Other Priority Claims; (ii) If the Sale Transaction is not consummated by the Outside Date or the Asset Purchase Agreement is terminated: a. its Pro Rata share of Distributable Cryptocurrency in Cash; b. its Pro Rata share of Distributable OpCo Cash; and c. to effectuate distributions from the Wind-Down Entity, its Pro Rata share of the Wind-Down Entity Assets or Wind-Down Trust Units (if applicable) on account of any recovery of Wind-Down Trust Assets (if applicable) attributable to OpCo; provided that any distributions on account of the Wind-Down Entity Assets or Wind-Down Trust Units (if applicable) shall only be made following payment in full of, or reserve for, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Secured Tax Claims, and Allowed Other Priority Claims. Under Projected Sale Transaction Recovery, creditors will receive 51% of their claims. Under Projected Liquidation Transaction Recovery, creditor will receive 45% of their claims. In a Chapter 7 liquidation scenario, creditors will receive 35% to 39% of their claims. Class 4A is impaired. Class 4B HoldCo General Unsecured Claims total $8.3 million and will receive in exchange for such Allowed HoldCo General Unsecured Claim: (i) its Pro Rata share of Distributable HoldCo Cash; and (ii) to effectuate distributions from the Wind-Down Entity, its Pro Rata share of the Wind-Down Entity Assets or WindDown Trust Units (if applicable) on account of any recovery of Wind-Down Trust Assets (if applicable) attributable to HoldCo; provided that any distributions on account of the Wind-Down Entity Assets or Wind-Down Trust Units (if applicable) shall only be made following payment in full of, or reserve for, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Secured Tax Claims, and Allowed Other Priority Claims. Under the Projected Sale Transaction Recovery, creditors will receive 6%of their claims. Under the Projected Liquidation Transaction Recovery, creditor will receive 6% of their claims. Under a Chapter 7 liquidation, creditors will receive 0% of their claims. Class 4B is impaired. Class 4C TopCo General Unsecured Claims total $3MM and will receive in exchange for such Allowed TopCo General Unsecured Claim: (i) its Pro Rata share of Distributable TopCo Cash; and (ii) to effectuate distributions from the Wind-Down Entity, its Pro Rata share of the Wind-Down Entity Assets or Wind-Down Trust Units (if applicable) on account of any recovery of the Wind-Down Trust Assets attributable to TopCo; provided that any distributions on account of the Wind-Down Entity Assets or the Wind-Down Trust Units (if applicable) shall only be made following payment in full of, or reserve for, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Secured Tax Claims, and Allowed Other Priority Claims. Under Projected Sale Transaction Recovery, creditors will receive 64% of their claims. Under Projected Liquidation Transaction Recovery, creditor will receive 64% of their claims. Under a Liquidation Recovery, creditors will receive 65% of their claims. Class 4C is impaired. Distributions under the Plan shall be funded by (i) the proceeds of Purchaser's payment obligations under Sections 2.1 and 2.2 of the Asset Purchase Agreement, (ii) distributions of Acquired Coins pursuant to Sections 6.12 and 6.14 of the Asset Purchase Agreement, and (iii) the Wind-Down Entity or Wind-Down Trust (as applicable) from the Wind-Down Entity Assets or Wind-Down Trust Assets (as applicable); provided, however, that Allowed Professional Fee Claims shall be paid from the Professional Fee Escrow Account in the first instance. The Wind-Down Trust Entity Assets or Wind-Down Trust Assets (as applicable) shall be used to pay the Wind-Down Trust Entity Expenses (including the compensation of the Wind-Down Trustee and any professionals retained by the WindDown Trust), and to satisfy payment of Allowed Claims and Interests as set forth in the Plan. Counsel for the Debtor: Joshua A. Sussberg, Esq. Christopher Marcus, Esq. Christine A. Okike, Esq. Allyson B. Smith, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 A copy of the Order dated Jan. 13, 2023, is available at https://bit.ly/3ZIt9D8 from PacerMonitor.com. A copy of the Disclosure Statement dated Jan. 13, 2023, is available at https://bit.ly/3GMoiYz from PacerMonitor.com. About Voyager Digital Holdings Based in Toronto, Canada, Voyager Digital Holdings Inc. -- https://www.investvoyager.com/ -- runs a cryptocurrency platform. Voyager claims to offer a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions for both consumers and merchants around the globe. Voyager Digital Holdings Inc. and two affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10943) on July 5, 2022. In the petition filed by Stephen Ehrlich, chief executive officer, the Debtors estimated assets and liabilities between $1 billion and $10 billion. Michael E. Wiles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, as general bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Moelis & Company as investment banker; Consello Group as strategic financial advisor; Deloitte Tax, LLP as tax services provider; and Deloitte & Touche, LLP as accounting advisor. Stretto, Inc., is the claims agent. On July 19, 2022, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP as bankruptcy counsel; FTI Consulting, Inc. as financial advisor; Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq Corporate Restructuring, LLC as noticing and information agent. The committee also tapped the services of Harney Westwood & Riegels, LP in connection with Three Arrows Capital Ltd.'s liquidation proceedings in British Virgin Islands. W.R. GRACE: Moody's Rates New $325MM Senior Secured Notes 'B1' -------------------------------------------------------------- Moody's Investors Service has assigned a B1 rating to W.R. Grace Holdings LLC's ("Grace") proposed $325 million senior secured notes issue due 2031. Grace will apply the proceeds to redeem the existing 5.625% senior secured notes due 2024 and remainder of the 5.625% senior unsecured notes due 2024, add cash of about $17 million to the balance sheet and pay fees and expenses. The B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 rating on the first lien senior secured term loan due 2028, B1 rating on the senior secured revolving credit facility maturing 2026, the B1 senior secured notes due 2027 and B3 rating on the existing senior unsecured notes remain unchanged. The outlook is stable. "The proposed debt issuance to refinance the senior secured notes well ahead of maturity removes refinancing risk and is roughly leverage neutral," said Domenick R. Fumai, Moody's Vice President and lead analyst for W.R. Grace Holdings LLC. Assignments: Issuer: W.R. Grace Holdings LLC Backed Senior Secured Notes, Assigned B1 (LGD3) RATINGS RATIONALE The refinancing of the 2024 senior secured notes with the proposed issuance of the same seniority extends the maturity profile and has no effect on leverage so Moody's believes this is favorable, especially as the credit markets have opened up. Grace's B2 rating is constrained by expectations that leverage will remain elevated. Moody's now forecasts Debt/EBITDA, including standard adjustments, will be approximately 7.5x in FY 2022 and 7.0x in FY 2023, slightly above the threshold for the existing ratings. While sales through the first nine months of FY 2022 are up nearly 14% year-over-year due to double-digit sales growth in Catalysts Technologies and Materials Technologies, raw material inflation, particularly for aluminum, sulfuric acid and caustic soda, higher energy prices and logistics costs have pressured gross profits and EBITDA resulting in a fairly steep margin contraction. Moody's expects some moderation in raw material prices which should lead to year-over-year improvement beginning in 4Q22. In addition, the Enterprise Improvement Plan (EIP) is expected to generate substantial cost savings with full run-rate synergies of $150-$200 million starting in the latter part of 2024 and should further boost profitability. The rating also factors modest business diversity with a significant emphasis on catalysts, though Moody's believes the acquisition of Fine Chemistry Services and growth in Material Technologies will further reduce its dependence on catalysts. The B2 rating is supported by strong market positions in several key end markets, including being the leader in the global refining and polyolefin catalyst industries, specialty silica gels, and independent polypropylene licensing technologies. Grace's rating is further underpinned by significant R&D capabilities and favorable industry prospects due to increased global environmental regulations and policies, a focus on sustainability initiatives, as well as positive demographic trends. Grace's business profile also benefits from high barriers to entry, a good operating track record with attractive EBITDA margins, and the ability to generate free cash flow through economic cycles compared to a number of comparably rated peers in the chemical industry. The rating also considers the company's good liquidity position. Grace has a good liquidity profile to support operations in the near term, including approximately $184 million of balance sheet cash and $201 million following the senior secured notes issuance, roughly $419 million of availability under its $450 million revolving credit facility and $37 million of available liquidity under various non-US credit facilities as of September 30, 2022. The debt capital structure is comprised of a first lien term loan, first lien senior secured revolving credit facility, senior secured notes and senior unsecured notes. The B1 ratings on the first lien term loan, revolving credit facility and senior secured notes, one notch above the B2 CFR, reflect a first lien position on substantially all assets and priority ranking in the event of default. The B3 rating on the senior unsecured notes, one notch below the CFR, indicates their subordination as a result of the significant amount of first lien debt in the capital structure. The stable outlook assumes that Grace will successfully de-lever over the next 2-3 years as profitability recovers and the Fine Chemistry Services acquisition is efficiently integrated contributing to additional revenue and EBITDA. Moody's also expects Grace to maintain a good liquidity position during the rating horizon. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade is unlikely at this time, but Moody's could upgrade the rating with expectations for adjusted financial leverage sustained near 5.5x (Debt/EBITDA), retained cash flow-to-debt sustained above 15% (RCF/Debt) and more balanced financial policies that include gross debt reduction and a commitment from its owners to a more conservative financial policy. An upgrade would also assume a reduction in event risk such that the size of future acquisitions would not raise pro forma leverage meaningfully above 5.0x for a sustained period. Moody's could downgrade the rating with expectations for adjusted financial leverage sustained above 6.5x, or retained cash flow-to-debt sustained below 10%, a significant deterioration in the company's liquidity position, or another large debt-financed acquisition or dividend to shareholders. ESG CONSIDERATIONS Environmental, social and governance (ESG) risk factors are not material drivers of the rating assignment but are important considerations in the credit profile. Grace's ESG credit impact score is highly negative (CIS-4) reflecting highly negative exposure to environmental risks with moderately negative social risks and highly negative governance risks (G-4) stemming from an aggressive financial policy including elevated levels of debt. Grace's Exposure to environmental risks is highly negative (E-4) because of physical climate risks. Multiple facilities are located within 20 miles of a coast increasing the risk that hurricanes and extreme weather events that could lead to production interruptions. A number of Grace's raw material suppliers are also located within 100 miles of a coast. Moderately negative carbon transition risk partially mitigates the company's environmental risks. The company's social risks (S-3) are lower than the industry heat map as a number of its products are used to reduce emissions, improve fuel efficiency and have pharma applications. Headquartered in Columbia, MD, W.R. Grace Holdings LLC a Standard Industries company, is a leading global manufacturer of specialty chemicals and materials operating and/or selling in over 60 countries. The company has two reporting segments: Catalysts Technologies and Materials Technologies. Catalysts Technologies is a globally diversified business that includes refining, polyolefin and chemicals catalysts. Materials Technologies includes specialty materials such as silica-based and silica-alumina-based materials used in consumer/pharmaceutical, chemical processes and coatings applications. On April 26, 2021, Grace agreed to be acquired by Standard Industries Holdings Inc. for $7.0 billion. Grace generated approximately $2.3 billion of sales for the last twelve months ended September 30, 2022. The principal methodology used in this rating was Chemicals published in June 2022. WARTBURG COLLEGE: Fitch Affirms 'BB-' IDR, Outlook Positive ----------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) at 'BB-' for Wartburg College (IA). Fitch has also affirmed the 'BB-' rating on approximately $73 million outstanding at FYE 2022 of private college facility revenue refunding bonds, series 2015, issued by the Iowa Higher Education Loan Authority on behalf of Wartburg College (Wartburg). The Rating Outlook remains Positive. Entity/Debt Rating Prior ----------- ------ ----- Wartburg College (IA) LT IDR BB- Affirmed BB- Wartburg College (IA) /General Revenues/1 LT LT BB- Affirmed BB- SECURITY The series 2015 bond payments are a general obligation of Wartburg. Additionally, the bonds are secured by a mortgage on the college's 118-acre campus in Waverly, Iowa, and a cash-funded debt service reserve fund. ANALYTICAL CONCLUSION Wartburg's IDR and bond ratings of 'BB-' reflect Wartburg's historically stable enrollment of roughly 1,500 FTEs and modestly growing net student revenues despite a decline in fall 2022 enrollment to approximately 1,400 FTEs that will pressure expected operating results in fiscal 2023 and beyond. The ratings also incorporate Wartburg's healthy donor base, robust endowment, and some state support, all which generate consistent revenue diversification to Wartburg's roughly 75% dependence on net student revenues in a very competitive student market. Wartburg's leverage ratios remained stable, and strong for its rating at FYE 2022, while limited capital plans are expected to be donor-funded over the next several years. The Positive Outlook acknowledges that while Wartburg's current leverage position is markedly improved from several years ago, if the fall 2022 contraction in FTEs and student revenues persist, these leverage ratios may weaken. Nevertheless, Wartburg's financial position shows resilience and solid cash flow margins in a Fitch-modeled stress scenario, consistent with a higher rating, if enrollment and operating performance rebounds as currently expected by Wartburg management. KEY RATING DRIVERS Revenue Defensibility: 'bb' Competition, Demographics and Price Sensitivity Challenge Enrollment The 'bb' Revenue Defensibility assessment is based on Wartburg's regional draw in the demographically challenged Midwest region with numerous private and public options, and Wartburg's weak student demand (fall 2022 roughly 80% acceptance, 13% matriculation). Historically, Wartburg's enrollment was steady at roughly 1,500 FTEs. Fall 2022 enrollment dropped 6% to roughly 1,400 FTEs, which management attributes largely to in-person recruitment efforts interrupted by the pandemic, increased price sensitivity of many prospective students who sought lower-cost options, and a drop in the freshman-to-sophomore retention rate to 70%. Management reports improvement in projections for fall 2023 from the implementation of targeted retention efforts, increased deposits yoy, and new programs. Under the leadership of Wartburg's new president, who has a health sciences background, the college is exploring new educational alliances with local institutions and companies. Favorably, Wartburg draws approximately 30% of its students from outside of Iowa, and mostly from the contiguous states (Illinois, Minnesota, Wisconsin, Nebraska, and Missouri). Wartburg benefits from a strong donor base, which has consistently provided operating gifts, and from endowment income and distributions generated from a $94 million endowment (FYE 2022). The college's endowment spending policy is 5% of market value based on a rolling 36-month average, which Fitch considers sustainable. The state of Iowa (IDR: AAA) has started providing a $7,500 per student annual subsidy for low-income Iowa residents that can be used at private colleges. These funds will further diversify Wartburg's revenues and improve Wartburg's competitiveness with lower-cost rivals. Operating Risk: 'a' Strong Cash Flow Margins Countered by Indications of Elevated Capital Needs Strong cost management demonstrated by five years of healthy Fitch-calculated cash flow margins above 15% is countered by a rising average age of plant indicating elevated capital needs, constraining Wartburg's Operating Risk assessment to 'a'. Wartburg expects capital expenditures from internal funds to be limited to routine maintenance, at well below depreciation expense, for the near future. Management reports no plans for additional debt. Drawing on its success in generating capital grants, Wartburg expects all major capital projects in the near future to be donor-funded. Some state funding is also available to Wartburg. The college's campus includes 17 buildings housed within a historic district, which makes renovations to some of these buildings eligible for refundable tax credits from the State of Iowa. Wartburg is completing an $12 million, primarily donor-funded residence hall renovation project that is expected to generate a reimbursement of about $2.5 million from the state. Financial Profile: 'bb' Sustained Available Funds Growth Benefits Leverage Ratios Wartburg's financial profile assessment is 'bb.' Leverage held steady at a level more reflective of a current Financial Profile assessment of 'bbb', but in a Fitch-modeled forward-looking stress scenario that is more determinative of this assessment and rating, maintenance of the stronger leverage level is dependent on some recovery, starting in fiscal 2024, from Wartburg's fall 2022 enrollment drop and projected weak fiscal 2023 operating performance. Until there is more clarity on the trajectory of Wartburg's enrollment and revenue picture beyond fiscal 2023 and absent other material changes, the financial profile assessment will remain 'bb,' and Wartburg's IDR and bond rating will remain on Positive Outlook, recognizing the college's Fitch-projected leverage position relative to its current 'BB-' rating. Available funds (AF; cash and investments less permanently restricted net assets) grew sharply from FYE 2020, from $36 million, to $69 million at both FYE 2021 and 2022. Over the same period, Fitch adjusted debt decreased from $80 million to $78 million ($73 million series 2015 bonds outstanding, a $2 million SBA loan secured on parity with a campus mortgage, and $4 million in Fitch-calculated debt-equivalent lease payments). As a result, leverage, as measured by Fitch's AF-to-adjusted debt ratio, improved from 45% at FYE 2020 to 87% and 88%, respectively, at FYE 2021 and 2022. Series 2015 bonds contain liquidity and coverage covenants. For fiscal 2022, Wartburg had ample cushion in its liquidity ratio, recording 182.5% against two separate requirements at 50% and 75%. In addition, Wartburg's debt service coverage ratio was 1.75x during fiscal 2022, against a 1.1x requirement. Asymmetric Additional Risk Considerations No asymmetric risk considerations affected the rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Issuance of additional debt without commensurate additional growth in Available Funds; - A sustained decline in net tuition and fee revenues; - A weakening of operating performance demonstrated by repeated and material drops in cash flow margins to below 12% or to a level where debt service coverage approaches the 1.1x bond covenant. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Steady growth in net tuition and fees, supported by sustained enrollment growth and steady to improving demand indicators; - Positive GAAP operating margins which sustain cash flow margins above 15%; - Sustained debt leverage with AF-to-adjusted debt in excess of 80%. CREDIT PROFILE Wartburg College, established in 1852 as a liberal arts college of the Evangelical Lutheran Church in America, is located on a 118-acre campus in a suburban area of Waverly, IA. Part of the campus, encompassing 17 buildings, is designated as a historic district. In fall 2022, the college enrolled close to 1,400 FTE predominately undergraduate students, with approximately 70% from Iowa, and the balance mostly from Iowa's contiguous states. Undergraduate students have a residency requirement with some exceptions made in senior year. Housing capacity is approximately 1,375 beds. With several NCAA Division III sports programs, band and choral programs, a large 75% of students are involved in extracurricular activities and leadership positions. Wartburg recently launched its first Master's program, offered online in Leadership, and is exploring new affiliations with other institutions for accelerated graduate programs. Undergraduate program specialties include business, pre-professional programs in life sciences, education, engineering and foreign languages. Wartburg College's regional accreditation from Higher Learning Commission was last affirmed in 2017. The college is governed by a 28-member Board of Trustees comprised of business and community leaders. The college's roughly 500-member staff as of fall 2022 included 81 full-time faculty and another 234 full-time employees. The remainder are part-time adjunct faculty and other. Effective July 1, 2022, Rebecca Nieduski, formerly dean of Elon University's College of Health Sciences, was appointed as President of Wartburg College. 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. WEST TECHNOLOGY: Fitch Alters Outlook on B- LongTerm IDR to Stable ------------------------------------------------------------------ Fitch Ratings has affirmed West Technology Group, LLC's (f/k/a Intrado Corporation) Issuer Default Rating at 'B-'. The company's first lien senior secured revolver and remaining term loan due 2024 have been affirmed at 'B'/'RR3' and the remaining senior unsecured bonds due 2025 have been downgraded to 'CCC-'/'RR6' from 'CCC'/'RR6'. Fitch has assigned a 'B'/'RR3' rating to the new $901 million first lien senior secured term loan B-3 due 2027 and a 'CCC'/'RR6' rating to the company's $442 million second lien senior secured notes due 2027. The Rating Outlook has been revised to Stable from Negative. The ratings and Outlook revision reflect the more than $2 billion reduction in debt resulting from the sale of the company's Safety business to funds affiliated with Stonepeak Partners LP. The transaction resulted in net proceeds of $2.3 billion. In conjunction with the debt paydown, the company extended the maturity of nearly all of its remaining outstanding debt to 2027. Fitch believes the remaining core business segments will lead to a more stable credit profile, although the company must reduce overhead in the near term as well finish the wind down of the traditional conferencing and unified communications as a service (UCaaS) businesses. West Technology Group, LLC is the rebranded holding company for Intrado Corporation. The Intrado name has transitioned with the Safety business following the sale to Stonepeak. KEY RATING DRIVERS Debt Paydown and Extended Maturities: The Safety sale is moderately delevering for West, as the application of more than $2.0 billion of debt results in a reduction of approximately 60% of West's outstanding debt, with the Safety business representing just over one-half of the company's EBITDA. In addition to the debt repayment, a comprehensive agreement reached with first lien lenders resulted in the maturity of nearly all of its 1st lien senior secured term loans to 2027 from 2024. More than 30% of the senior unsecured notes were paid down, and the company exchanged the 2nd lien senior secured debt for nearly all of the remaining senior unsecured notes outstanding, while extending the maturity to 2027 from 2025. The amended agreement also improved terms for lenders, reducing West's debt, lien, investment and restricted payment capacity. Lower Leverage: Based on Fitch's assumptions, it expects gross leverage will decline to approximately 7x in 2024 from over 10x expected in fiscal 2022 and down from Fitch's prior expectations of 8.0x-8.5x in 2023-2024. Expected debt is now expected to be approximately $1.4 billion, slightly below Fitch's previous expectations of $1.7 billion. Evolving Business Mix: West's revenue mix now focuses on its Digital Workflow, Notified and Mosaicx segments. The company completed the transition away from the traditional conferencing business in 2022 and its UCaaS business has nearly been completed with some trailing migrations continuing into 2023. Costs of the wind-down of these businesses are expected to decline in 2023 from 2022 and again in 2024. Fitch expects EBITDA margins to improve over the forecast as revenue mix evolves to higher margin Digital Workflow, Mosaicx and due to cost cutting efforts in Notified. Nevertheless, Fitch acknowledges there is significant execution risk to sustaining profitability and EBITDA growth over the long term. Financial Flexibility: West has sufficient financial flexibility for the rating category supported by cash balances and availability under its revolver. The revolver commitment has been reduced to $175 million following the Safety sale, in line with the smaller scale of the company. Fitch expects FCF to remain at a deficit in 2023 largely due to an expected decline in EBITDA and rising interest rates (although absolute interest cost is expected to decline with debt paydown using the Safety segment net proceeds). The company also incurs significant restructuring costs that help drive future cost savings but are incurred upfront and have an impact on FCFs. DERIVATION SUMMARY West's business profile entails an amalgamation of a diverse portfolio of technology solutions, and is not directly comparable with its peers, which may provide a similar but different mix of technology services. In the Digital Workflow segment, West competes with a number of small competitors, while in Notified it competes with companies such as Business Wire (NR), Cision (NR) and several other specialized service providers. In its Mosaicx segment, West competes in a fragmented competitive landscape, including large investment-grade operators such as Microsoft Corporation (AAA/Stable) and IBM (NR) and a host of other providers that generate less than $50 million annually. Relative to the broader 'B-' category, West is well positioned with leverage that is generally consistent with the median level and profitability above the median level. While West's 2023E cash flow-based metrics appear weak for the category, Fitch expects cash flow generation to improve in 2024 and 2025. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - West's Safety business was accounted for as discontinued operations prior to divestiture. Fitch expects 2022 revenue slightly below $750 million for continuing operations, a decline of slightly over 25% on a like-for-like basis. Much of the decline is due to businesses the company is winding down and exiting: UCaaS and traditional conferencing. In 2023, in the aggregate the core Digital Workflow, Notified and Mosaicx segments are expected to grow in the low-to-mid single digits while the non-core UCaaS and traditional conferencing wind-down. In 2024 and 2025, consolidated revenues are forecast to grow near mid-single digits; - EBITDA margins decline in 2022 primarily due to lower margins in UCaaS and Notified. The margins are expected to benefit over the forecast from change in revenue mix and continued realization of cost savings; - Capex intensity is anticipated averaging near 6.5% over the rating horizon; - No dividends assumed in the model as the new credit agreement prohibits dividends; - The sale of safety business in 1Q23 generated $2.3 billion of net proceeds after taxes and other costs. More than $2 billion of the net proceeds have been used to pay down term loan and unsecured debt. KEY RECOVERY RATING ASSUMPTIONS - The recovery analysis assumes that West would be considered a going concern (GC) in a bankruptcy and that the company would be reorganized rather than liquidated; - Fitch has assumed a 10% administrative claim and a 5% concession allocation paid from 1st lien lenders to 2nd lien lenders to facilitate the restructuring process; - The revolving facility is assumed to be fully drawn upon default at the commitment amount of $175 million post Safety sale; - Fitch's going-concern EBITDA estimate is based on a stressed scenario wherein Fitch assumes that West experiences modest revenue declines due primarily to challenges in the Notified segment stemming from lower IPO activity and increased competition. To stem revenue declines, Fitch assumes that West invests in product development and sales initiatives which cause EBITDA margins to contract, ultimately resulting in a restructuring; - After a period of rehabilitation, Fitch assumes revenue of $608 million at an EBITDA margin of 28%, resulting in GC EBITDA of $170 million; - Fitch estimates a post-reorganization enterprise valuation EV based on 5.0x multiple. The choice of this multiple considered the following factors: - Industry M&A: Given the unique nature of the amalgamated businesses of West, M&A data from the company's own transactions is relevant. The Apollo transaction valued West at approximately 7.8x EV/EBITDA while West acquired Nasdaq Public relations and Digital Media Services (now part of West's Notified segment) in 2018 at an estimated 5.2x multiple; - Comparable Reorganization Multiples: Based on 2022 Fitch case studies for the sector, the median multiple was 5.9x for 70 cases for which there was adequate information to make an estimate. Fitch assumes the recovery multiple is lower than the median level due primarily to Fitch's view that Westhas a high fixed cost structure, weak expected cash flow generation and uncertain business prospects. - The recovery analysis assigns a recovery rating of 'RR3' to the company's senior secured 1L debt and 'RR6' to the 2nd lien and unsecured notes. This results in corresponding issue-level rating of 'B' on the 1st lien debt, 'CCC' on the 2nd lien debt and 'CCC-' on the unsecured notes (with the unsecured note rating reflecting the higher level of subordination relative to the 2nd lien debt). RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Improvement in operating profile including positive revenue growth exceeding Fitch's expectations, expansion of margins due to restructuring efforts and/or realization of synergies and expansion of customer base; - EBITDA Leverage sustained below 6.0x; - (Cash flow from operations-Capex)/total debt sustained above 5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Inability to sustain organic revenue growth in core segments: Digital Workflows, Notified, and Mosaicx; - Deterioration of operating profile due to competition, or an inability to achieve desired efficiencies affecting operating margins; - Consistently negative FCFs; - EBITDA/interest paid sustained below 1.5x. LIQUIDITY AND DEBT STRUCTURE Fitch believes West's liquidity is sufficient, supported by the cash balances and availability under the revolver. Fitch anticipates the liquidity will also be supported by proceeds from the sale of Safety to the extent proceeds are not reinvested or utilized for debt repayment. Following the Safety sale, the total revolver commitment will be $175 million, with availability of $167 million after letters of credit. FCFs are expected to be positive in the forecast given the reduction in interest expense through the application of the Safety sale proceeds to reduce debt. West's debt structure pro forma for the debt repayment includes an undrawn $175 million revolving facility (RCF), $913 million outstanding in first-lien term loans with approximately $901 million maturing in 2027 (a $12 million stub matures in 2024), and $442 million in 2nd lien notes maturing in 2027. A $28 million stub remains outstanding on its 2025 8.5% senior unsecured notes. The revolver is due to mature Aug. 9, 2026 provided that, if on July 11, 2024, the aggregate principal amount of loans outstanding under term loan facility exceeds $50 million, then the RCF will mature on July 11, 2024 or, if on July 16, 2025, the aggregate principal amount of the unsecured notes outstanding exceeds $50 million then the RCF will mature on July 16, 2025. ISSUER PROFILE West is a leading global provider of technology‐enabled communication and network infrastructure services. The company provides a vast array of essential solutions for a diverse client base that includes Fortune 1000 companies, state and local governments, along with small and medium enterprises in a variety of vertical industries. West has sales and/or operations in the United States, Canada, Europe, the Middle East, Asia-Pacific, Latin America and South America. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - 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 ----------- ------ -------- ----- West Technology Group, LLC LT IDR B- Affirmed B- senior secured LT B New Rating RR3 senior unsecured LT CCC- Downgrade RR6 CCC senior secured LT B Affirmed RR3 B Senior Secured 2nd Lien LT CCC New Rating RR6 WHOLE EARTH: Moody's Lowers CFR & First Lien Term Loan to B3 ------------------------------------------------------------ Moody's Investors Service downgraded Whole Earth Brands, Inc.'s Corporate Family Rating to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. In addition, Moody's also downgraded the ratings on the company's first lien revolving credit facility and first lien term loan to B3 from B2. The outlook is negative. The downgrade reflects Whole Earth Brands' weaker than expected results for the first nine months of fiscal 2022 and Moody's expectations that earnings will remain weak, and that leverage will remain elevated in the next 12 to 18 months. Inflationary cost pressures combined with supply chain challenges have been headwinds for the company in the last twelve months. As of September 30, 2022, Whole Earth Brand's Moody's adjusted debt to EBITDA was approximately 7.6x, which is meaningfully higher than Moody's had forecasted for the B2 credit rating. Higher interest rates on the term loan will also negatively impact free cash flow and Moody's forecasts fiscal 2023 free cash flow to remain weak at a roughly break even level despite higher earnings and a reduction in working capital. The following ratings/assessments are affected by the action: Downgrades: Issuer: Whole Earth Brands, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured First Lien Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured First Lien Term Loan B, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Whole Earth Brands, Inc. Outlook, Remains Negative RATINGS RATIONALE The B3 CFR reflects Whole Earth Brands' relatively small scale with approximately $500 million in annual revenues and focus on the mature and competitive sweetener categories. Whole Earth Brands is experiencing operational challenges including cost pressures and demand headwinds in a slowing economy in part because sweetener products are generally higher priced than raw sugar. Free cash flow is expected to be negative for fiscal 2022 and rising interest rates are likely to lead to negligible free cash flow again in 2023 despite the benefits from a potential working capital reduction. Increased revolver borrowings and lower earnings are contributing to high financial leverage, estimated to be 7.6x debt-to-EBITDA on a Moody's adjusted basis as of September 30, 2022 and Moody's projects leverage will remain elevated in a 6.5-7.0x range in 2023. The company's credit profile benefits from a global presence in the natural and sugar free sweeteners categories as well as its global leadership position in natural licorice extracts and derivatives. The rating also reflects the company's good profitability from its asset light business model. Moody's projects modest low single digit growth over the next few years driven by consumer demand for healthier sweetener options. Whole Earth Brands' SGL-3 rating reflects adequate liquidity based on $21 million in cash as of September 30, 2022, roughly break even projected free cash flow in 2023, $44 million of remaining undrawn capacity on the $125 million revolver, and no debt maturities through 2026. The cash sources provide adequate resources for the $3.75 million of required annual term loan amortization, reinvestment needs and potential acquisitions. There are no term loan financial maintenance covenants and Moody's projects the company will maintain adequate cushion within the maximum 5.5x net leverage and minimum 1.25x fixed charge coverage ratio maintenance covenants in the revolver. Whole Earth Brand's ESG Credit Impact Score is highly negative (CIS-4). The CIS score reflects the company's highly negative governance risk and moderately negative environmental and social risks. ESG attributes have a limited impact on Whole Earth Brand's current rating, with greater potential for future negative impact. Moody's believes Whole Earth Brands' appointment of a new interim CEO effective January 1, 2023 that has limited public company management experience contributes to execution risk for the operational improvement initiatives as well as governance risk. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects Moody's view that Whole Earth Brands will be challenged to stabilize earnings and generate positive free cash flow over the next year due to continued cost pressures and higher interest expense on its term loan. The negative outlook also reflects Moody's expectation that Whole Earth Brands' debt/EBITDA on a Moody's adjusted basis will decline to a range of 6.5-7.0x in the next 12 to 18 months. Whole Earth Brands' ratings could be upgraded if the company is able to restore organic revenue and EBITDA growth, capture a growing share of the sweeteners market, maintain adequate liquidity, and sustain debt-to-EBITDA below 5.0x.The company would also need to generate consistent and comfortably positive free cash flow to be considered for an upgrade. Ratings could be downgraded if operating performance and EBITDA do not improve, the company is unable to reduce leverage, free cash flow is weak or negative, EBITA-to-interest is less than 1.5x, or liquidity otherwise deteriorates. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. Whole Earth Brands, Inc. ("Whole Earth Brands", NASDAQ: FREE) based in Chicago, Illinois, is a publicly traded global platform of branded products and ingredients focused on the consumer transition towards healthier lifestyles, such as free from sugar, natural solutions, plant-based and clean label. With brands such as Whole Earth, Swerve, Pure Via, Equal, and Canderel, Whole Earth Brands has formed a global presence in the zero/low sugar, calorie sweeteners and reduced sugar categories. The Company's branded product line, Magnasweet, offers versatile masking agents, sweetness intensifiers and extenders and flavor enhancers. Whole Earth Brands generated net sales for the LTM period ended September 30, 2022 of $532 million. ZAYO GROUP: First Trust Fund II Marks $3.7M Loan at 25% Off ----------------------------------------------------------- First Trust Senior Floating Rate Income Fund II has marked its $3,740,009 loan extended to Zayo Group Holdings, Inc to market at $2,810,542 or 75% of the outstanding amount, as of November 30, 2022, according to a disclosure contained in the First Trust SFRIFII's Form N-CSRS for the six months ended November 30, 2022, filed with the Securities and Exchange Commission on February 2, 2023. First Trust SFRIFII is a participant in an Initial Dollar Term Loan to Zayo Group Holdings, Inc. The loan accrues interest at a rate of 7.07% (1 Mo. LIBOR + 3.00%, 0.00% Floor) per annum. The loan matures on March 9, 2027. First Trust SFRIFII is a diversified, closed-end management investment company organized as a Massachusetts business trust on March 25, 2004, and is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. The Fund trades under the ticker symbol FCT on the New York Stock Exchange. Zayo Group Holdings, Inc., or Zayo Group, is a privately held company headquartered in Boulder, Colorado, with European headquarters in London. The company provides communications infrastructure services, including fiber and bandwidth connectivity, colocation and cloud infrastructure. [*] January Large Bankruptcy Filings Rose Highest Since 2010 ------------------------------------------------------------ Jeremy Hill of Bloomberg News reports that more large companies have filed for bankruptcy this January 2022 than in any January since 2010, according to data compiled by Bloomberg. There have been 20 large bankruptcy filings — those tied to at least $50 million of liabilities — in the US this month. That's more than any January since 2010, which saw 25 such filings, the data shows. The cases range from heavily indebted enterprises that have struggled for years to a former blank-check company that ran low on cash not long after going public. [^] BOOK REVIEW: The Luckiest Guy in the World ---------------------------------------------- Author: Boone Pickens Publisher: Beard Books Paperback: US$34.95 Review by Gail Owens Hoelscher Buy a copy for yourself and one for a colleague on-line at: http://www.beardbooks.com/beardbooks/the_luckiest_guy_in_the_world.html "This is the story of a man who turned a $2,500 investment into America's largest independent oil company in thirty years and along the way discovered that something is terribly wrong with corporate America. Mesa Petroleum is the company, and I'm the man." Thus begins the autobiography of Boone Pickens, who prefers to be referred to without his first initial, "T." Mr. Pickens' autobiography was originally published in 1987, at the end of the rollercoaster years when he was one of the most famous (or infamous, depending on your point of view) and most-feared corporate raiders during a decade known for corporate raiding. For the 2000 Beard Books edition, Pickens wrote an additional five chapters about the subsequent, equally tumultuous, 13 years, during which time he suffered corporate raiders of his own, recapitalized, and retired, only to see his beloved company merge with Pioneer. One of his few laments is being remembered mainly for the high-profile years, rather than for the company he built from virtually nothing. Of the takeover attempts, he says: "I saw undervalued assets in the public marketplace. My game plan with Gul, Phillips, and Unocal wasn't to take on Big Oil. Hell, that wasn't my role. My role was to make money for the stockholders of Mesa. I just saw that Big Oil's management had done a lousy job for their stockholders." He would prefer to be known as a champion of the shareholder rights movement, which prompted big corporations to become more responsive to the needs and demands of their stockholders. He founded the United Shareholders Association, a group that successfully lobbied for changes in corporate governance. In a memorable interview in the May/June 1986 Harvard Business Review, Pickens said, "Chief executives, who themselves own few shares of their companies, have no more feeling for the average stockholder than they do for baboons in Africa." Boone Pickens was born in 1928 in Holdenville, Oklahoma. His grandfather was Methodist missionary to the Indians there; his father was a lawyer and small player in the oil business. People in Holdenville worked hard and used such expressions as "Root hog or die," meaning "Get in and compete or fail." The family later moved to Amarillo, Texas, where Pickens went to Texas A&M for one year, but graduated from Oklahoma State University in 1951 with a degree in geology. He worked at Phillips Petroleum for three years, and then, despite growing family obligations, struck out on his own. His wife's uncle told him, "Boone, you don't have a chance. You don't know anything." This book is a wonderful read. Pickens pulls no punches, and is as hard on himself as anyone else. He talks about proxy fights, Texas-Oklahoma football games, his three marriages, poker, takeover strategies, and unfair duck hunting practices, all in the same easy tone. You feel like he's sitting right there in the room with you. Pickens ends the introduction to this story with this: "How I got from a little town in Eastern Oklahoma to the towers of Wall Street is an exciting, unlikely, sometimes painful story. And, if you're young and restless, I'm hoping you'll make a journey similar to mine." Root hog or die! Thomas Boone Pickens Jr. — https://boonepickens.com/ — was an American business magnate and financier. Among his lengthy accolades, Time magazine has identified him one of it 100 most influential people, Financial World named him CEO of the Decade in 1989 and Oil and Gas Investor identified him as one of the "100 Most Influential People of the Petroleum Century." He was born in May 1928. He died September 11, 2019. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***